Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 000-49799 | |
Entity Registrant Name | OVERSTOCK.COM, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-0634302 | |
Entity Address, Address Line One | 799 West Coliseum Way | |
Entity Address, City or Town | Midvale | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84047 | |
City Area Code | 801 | |
Local Phone Number | 947-3100 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | OSTK | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 45,695,694 | |
Entity Central Index Key | 0001130713 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 442,603 | $ 503,341 |
Restricted cash | 184 | 25 |
Accounts receivable, net of allowance for credit losses of $2,857 and $2,429 | 23,088 | 21,190 |
Inventories | 5,666 | 5,137 |
Prepaids and other current assets | 20,233 | 22,097 |
Total current assets | 491,774 | 551,790 |
Property and equipment, net | 108,041 | 109,479 |
Deferred tax assets, net | 37,413 | 40,035 |
Goodwill | 6,160 | 6,160 |
Equity securities, including securities measured at fair value of $115,338 and $102,529 | 350,580 | 342,682 |
Operating lease right-of-use assets | 10,192 | 12,584 |
Other long-term assets, net | 2,790 | 3,236 |
Total assets | 1,006,950 | 1,065,966 |
Current liabilities: | ||
Accounts payable | 96,232 | 102,293 |
Accrued liabilities | 91,794 | 101,902 |
Unearned revenue | 56,554 | 59,387 |
Operating lease liabilities, current | 5,636 | 5,402 |
Other Liabilities, Current | 3,428 | 3,349 |
Total current liabilities | 253,644 | 272,333 |
Long-term debt, net | 36,248 | 37,984 |
Operating lease liabilities, non-current | 5,220 | 7,960 |
Other long-term liabilities | 3,128 | 3,303 |
Total liabilities | 298,240 | 321,580 |
Stockholders' equity: | ||
Common stock, $0.0001 par value, authorized shares - 100,000 | 5 | 4 |
Additional paid-in capital | 972,845 | 960,544 |
Accumulated deficit | (121,323) | (136,590) |
Accumulated other comprehensive loss | (529) | (537) |
Treasury stock at cost - 5,331 and 3,602 | (142,288) | (79,035) |
Total stockholders' equity | 708,710 | 744,386 |
Total liabilities and stockholders' equity | 1,006,950 | 1,065,966 |
Series A-1 Preferred Stock | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, authorized shares - 5,000 | 0 | 0 |
Series B Preferred Stock | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, authorized shares - 5,000 | $ 0 | $ 0 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Allowance for credit loss | $ 2,857 | $ 2,429 |
Equity securities at fair value | $ 115,338 | $ 102,529 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 51,026,000 | 46,625,000 |
Common stock, shares outstanding | 45,695,000 | 43,023,000 |
Treasury stock, shares | 5,331,000 | 3,602,000 |
Series A-1 Preferred Stock | ||
Preferred stock, shares issued | 0 | 4,204,000 |
Preferred stock, shares outstanding | 0 | 4,204,000 |
Series B Preferred Stock | ||
Preferred stock, shares issued | 0 | 357,000 |
Preferred stock, shares outstanding | 0 | 357,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Net revenue | $ 528,122 | $ 794,536 | $ 1,064,159 | $ 1,454,397 |
Cost of goods sold | 407,017 | 619,710 | 817,842 | 1,126,047 |
Gross profit | 121,105 | 174,826 | 246,317 | 328,350 |
Operating expenses | ||||
Sales and marketing | 57,940 | 85,272 | 116,453 | 158,810 |
Technology | 30,542 | 30,383 | 63,531 | 60,906 |
General and administrative | 21,081 | 22,660 | 42,337 | 45,531 |
Total operating expenses | 109,563 | 138,315 | 222,321 | 265,247 |
Operating income | 11,542 | 36,511 | 23,996 | 63,103 |
Interest income (expense), net | 115 | (130) | (10) | (285) |
Other income (expense), net | (1,981) | 298 | (2,095) | 72 |
Income from continuing operations before income taxes | 9,676 | 36,679 | 21,891 | 62,890 |
Provision (benefit) for income taxes | 2,529 | (45,726) | 4,621 | (45,533) |
Income from continuing operations | 7,147 | 82,405 | 17,270 | 108,423 |
Income from discontinued operations, net of income taxes | 0 | 227,372 | 0 | 217,246 |
Consolidated net income | 7,147 | 309,777 | 17,270 | 325,669 |
Less: Net loss attributable to noncontrolling interests from discontinued operations | 0 | (134) | 0 | (335) |
Net income attributable to stockholders of Overstock.com, Inc. | $ 7,147 | $ 309,911 | $ 17,270 | $ 326,004 |
Income (Loss) from Continuing Operations, Per Basic Share | $ 0.12 | $ 1.73 | $ 0.33 | $ 2.27 |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share | 0 | 4.78 | 0 | 4.58 |
Net income attributable to common shares—basic | 0.12 | 6.51 | 0.33 | 6.85 |
Income (Loss) from Continuing Operations, Per Diluted Share | 0.12 | 1.72 | 0.33 | 2.26 |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share | 0 | 4.75 | 0 | 4.54 |
Net income attributable to common shares—diluted | $ 0.12 | $ 6.47 | $ 0.33 | $ 6.80 |
Weighted average shares of common stock outstanding: | ||||
Basic | 43,072 | 43,009 | 43,062 | 42,948 |
Diluted | 43,159 | 43,314 | 43,221 | 43,317 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Consolidated net income | $ 7,147 | $ 309,777 | $ 17,270 | $ 325,669 |
Other comprehensive income | ||||
Unrealized gain on cash flow hedges, net of expense for taxes of $0, $0, $0, and $0 | 4 | 4 | 8 | 8 |
Other comprehensive income | 4 | 4 | 8 | 8 |
Comprehensive income | 7,151 | 309,781 | 17,278 | 325,677 |
Less: Comprehensive loss attributable to noncontrolling interests—discontinued operations | 0 | (134) | 0 | (335) |
Comprehensive income attributable to stockholders of Overstock.com, Inc. | $ 7,151 | $ 309,915 | $ 17,278 | $ 326,012 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized gain on cash flow hedges, tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Total | Common stock | Treasury stock | Preferred stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Parent | Noncontrolling interest | Series A-1 Preferred Stock | Series A-1 Preferred Stock Preferred stock | Series B Preferred Stock | Series B Preferred Stock Preferred stock |
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Common stock, $0.0001 par value, authorized shares - 100,000 | $ 4,000 | ||||||||||||
Treasury Stock, Preferred, Value | 0 | ||||||||||||
Preferred stock, shares issued | 4,204,000 | ||||||||||||
Common stock, beginning balance (in shares) at Dec. 31, 2020 | 46,331,000 | 3,563,000 | |||||||||||
Beginning balance at Dec. 31, 2020 | $ (71,399,000) | $ 970,873,000 | $ (525,233,000) | $ (553,000) | $ 62,634,000 | ||||||||
Preferred stock, beginning balance (in shares) at Dec. 31, 2020 | 357,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Stock Issued During Period, Value, Conversion of Preferred Stock | $ 0 | ||||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 5,674,000 | ||||||||||||
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition | 0 | ||||||||||||
Adjustments to Additional Paid In Capital, Conversion of Preferred Stock | 0 | ||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 0 | ||||||||||||
Change in noncontrolling interest ownership | 22,625,000 | 22,625,000 | |||||||||||
Noncontrolling Interest, Decrease from Deconsolidation | (84,924,000) | ||||||||||||
Proceeds from Sale of Treasury Stock | 2,726,000 | ||||||||||||
Adjustments To Additional Paid In Capital, Subsidiary Equity Award Tender Offer | (2,130,000) | ||||||||||||
Net income attributable to stockholders of Overstock.com, Inc. | $ 326,004,000 | 326,004,000 | |||||||||||
Preferred Stock Conversions, Inducements | 0 | ||||||||||||
Net other comprehensive income | 8,000 | 8,000 | |||||||||||
Tax withholding upon vesting of restricted stock | (7,812,000) | ||||||||||||
Treasury Stock, Retired, Cost Method, Amount | 0 | ||||||||||||
Treasury Stock, Value, Acquired, Cost Method | 0 | ||||||||||||
Stock Issued During Period, Value, Treasury Stock Reissued | $ 643,000 | ||||||||||||
Net loss attributable to noncontrolling interests | (335,000) | ||||||||||||
Common stock issued upon vesting of restricted stock | 276,000 | ||||||||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 0 | ||||||||||||
Tax withholding upon vesting of restricted stock | 79,000 | ||||||||||||
Stock Issued During Period, Shares, Treasury Stock Reissued | (47,000) | ||||||||||||
Other | 0 | ||||||||||||
Treasury Stock, Shares, Acquired | 0 | 0 | |||||||||||
Treasury Stock, Shares, Retired | 0 | ||||||||||||
Preferred stock, ending balance (in shares) at Jun. 30, 2021 | 4,204,000 | 357,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Preferred Stock, Shares Converted | 0 | 0 | |||||||||||
Stock Issued During Period, Shares, Conversion of Preferred Stock | 0 | ||||||||||||
Common stock, ending balance (in shares) at Jun. 30, 2021 | 46,607,000 | 3,595,000 | |||||||||||
Ending balance at Jun. 30, 2021 | 676,180,000 | $ (78,568,000) | 954,518,000 | (199,229,000) | (545,000) | $ 676,180,000 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Common stock, $0.0001 par value, authorized shares - 100,000 | $ 4,000 | ||||||||||||
Treasury Stock, Preferred, Value | 0 | ||||||||||||
Preferred stock, shares issued | 4,204,000 | ||||||||||||
Common stock, beginning balance (in shares) at Mar. 31, 2021 | 46,589,000 | 3,589,000 | |||||||||||
Beginning balance at Mar. 31, 2021 | $ (78,048,000) | 951,615,000 | (509,140,000) | (549,000) | 85,058,000 | ||||||||
Preferred stock, beginning balance (in shares) at Mar. 31, 2021 | 357,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Stock Issued During Period, Value, Conversion of Preferred Stock | $ 0 | ||||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 2,903,000 | ||||||||||||
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition | 0 | ||||||||||||
Adjustments to Additional Paid In Capital, Conversion of Preferred Stock | 0 | ||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 0 | ||||||||||||
Change in noncontrolling interest ownership | 0 | 0 | |||||||||||
Noncontrolling Interest, Decrease from Deconsolidation | (84,924,000) | ||||||||||||
Proceeds from Sale of Treasury Stock | 0 | ||||||||||||
Adjustments To Additional Paid In Capital, Subsidiary Equity Award Tender Offer | 0 | ||||||||||||
Net income attributable to stockholders of Overstock.com, Inc. | 309,911,000 | 309,911,000 | |||||||||||
Preferred Stock Conversions, Inducements | 0 | ||||||||||||
Net other comprehensive income | 4,000 | 4,000 | |||||||||||
Tax withholding upon vesting of restricted stock | (520,000) | ||||||||||||
Treasury Stock, Retired, Cost Method, Amount | 0 | ||||||||||||
Treasury Stock, Value, Acquired, Cost Method | 0 | ||||||||||||
Stock Issued During Period, Value, Treasury Stock Reissued | $ 0 | ||||||||||||
Net loss attributable to noncontrolling interests | (134,000) | ||||||||||||
Common stock issued upon vesting of restricted stock | 18,000 | ||||||||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 0 | ||||||||||||
Tax withholding upon vesting of restricted stock | 6,000 | ||||||||||||
Stock Issued During Period, Shares, Treasury Stock Reissued | 0 | ||||||||||||
Other | 0 | ||||||||||||
Treasury Stock, Shares, Acquired | 0 | 0 | |||||||||||
Treasury Stock, Shares, Retired | 0 | ||||||||||||
Preferred stock, ending balance (in shares) at Jun. 30, 2021 | 4,204,000 | 357,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Preferred Stock, Shares Converted | 0 | 0 | |||||||||||
Stock Issued During Period, Shares, Conversion of Preferred Stock | 0 | ||||||||||||
Common stock, ending balance (in shares) at Jun. 30, 2021 | 46,607,000 | 3,595,000 | |||||||||||
Ending balance at Jun. 30, 2021 | 676,180,000 | $ (78,568,000) | 954,518,000 | (199,229,000) | (545,000) | 676,180,000 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Common stock, $0.0001 par value, authorized shares - 100,000 | $ 4,000 | ||||||||||||
Total shares of common stock outstanding | 43,012,000 | ||||||||||||
Preferred Stock, Value, Issued | $ 0 | ||||||||||||
Treasury Stock, Preferred, Value | 0 | ||||||||||||
Preferred stock, shares issued | 4,204,000 | ||||||||||||
Common stock, $0.0001 par value, authorized shares - 100,000 | $ 4,000 | $ 4,000 | |||||||||||
Total shares of common stock outstanding | 43,023,000 | ||||||||||||
Preferred Stock, Value, Issued | $ 0 | $ 0 | |||||||||||
Treasury Stock, Preferred, Value | 0 | ||||||||||||
Preferred stock, shares issued | 4,204,000 | 4,204,000 | 357,000 | ||||||||||
Common stock, beginning balance (in shares) at Dec. 31, 2021 | 46,625,000 | 3,602,000 | |||||||||||
Beginning balance at Dec. 31, 2021 | $ 744,386,000 | $ (79,035,000) | 960,544,000 | (136,590,000) | (537,000) | 0 | |||||||
Preferred stock, beginning balance (in shares) at Dec. 31, 2021 | 4,204,000 | 357,000 | 357,000 | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Stock Issued During Period, Value, Conversion of Preferred Stock | $ 1,000 | ||||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 9,334,000 | ||||||||||||
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition | 1,890,000 | ||||||||||||
Adjustments to Additional Paid In Capital, Conversion of Preferred Stock | 1,043,000 | ||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | (306,000) | ||||||||||||
Change in noncontrolling interest ownership | 0 | 0 | |||||||||||
Noncontrolling Interest, Decrease from Deconsolidation | 0 | ||||||||||||
Proceeds from Sale of Treasury Stock | 0 | ||||||||||||
Adjustments To Additional Paid In Capital, Subsidiary Equity Award Tender Offer | 0 | ||||||||||||
Net income attributable to stockholders of Overstock.com, Inc. | 17,270,000 | 17,270,000 | |||||||||||
Preferred Stock Conversions, Inducements | (1,697,000) | ||||||||||||
Net other comprehensive income | 8,000 | 8,000 | |||||||||||
Tax withholding upon vesting of restricted stock | (3,482,000) | ||||||||||||
Treasury Stock, Retired, Cost Method, Amount | 306,000 | 306,000 | |||||||||||
Treasury Stock, Value, Acquired, Cost Method | (60,077,000) | ||||||||||||
Stock Issued During Period, Value, Treasury Stock Reissued | $ 0 | ||||||||||||
Net loss attributable to noncontrolling interests | 0 | ||||||||||||
Common stock issued upon vesting of restricted stock | 261,000 | ||||||||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 42,000 | ||||||||||||
Tax withholding upon vesting of restricted stock | 77,000 | ||||||||||||
Stock Issued During Period, Shares, Treasury Stock Reissued | 0 | ||||||||||||
Other | 34,000 | ||||||||||||
Treasury Stock, Shares, Acquired | 1,652,000 | 7,000 | |||||||||||
Treasury Stock, Shares, Retired | 7,244 | 7,000 | |||||||||||
Preferred stock, ending balance (in shares) at Jun. 30, 2022 | 0 | 0 | 0 | 0 | |||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Preferred Stock, Shares Converted | (4,204,000) | (357,000) | |||||||||||
Stock Issued During Period, Shares, Conversion of Preferred Stock | 4,098,000 | ||||||||||||
Common stock, ending balance (in shares) at Jun. 30, 2022 | 51,026,000 | 5,331,000 | |||||||||||
Ending balance at Jun. 30, 2022 | 708,710,000 | $ (142,288,000) | 972,845,000 | (121,323,000) | (529,000) | 708,710,000 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Common stock, $0.0001 par value, authorized shares - 100,000 | $ 4,000 | ||||||||||||
Treasury Stock, Preferred, Value | 6,000 | ||||||||||||
Preferred stock, shares issued | 4,204,000 | ||||||||||||
Common stock, beginning balance (in shares) at Mar. 31, 2022 | 46,910,000 | 4,190,000 | |||||||||||
Beginning balance at Mar. 31, 2022 | $ (107,467,000) | 967,073,000 | (126,467,000) | (533,000) | 0 | ||||||||
Preferred stock, beginning balance (in shares) at Mar. 31, 2022 | 357,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Stock Issued During Period, Value, Conversion of Preferred Stock | $ 1,000 | ||||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 4,695,000 | ||||||||||||
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition | 0 | ||||||||||||
Adjustments to Additional Paid In Capital, Conversion of Preferred Stock | 1,043,000 | ||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | (306,000) | ||||||||||||
Change in noncontrolling interest ownership | 0 | 0 | |||||||||||
Noncontrolling Interest, Decrease from Deconsolidation | 0 | ||||||||||||
Proceeds from Sale of Treasury Stock | 0 | ||||||||||||
Adjustments To Additional Paid In Capital, Subsidiary Equity Award Tender Offer | 0 | ||||||||||||
Net income attributable to stockholders of Overstock.com, Inc. | 7,147,000 | 7,147,000 | |||||||||||
Preferred Stock Conversions, Inducements | (1,697,000) | ||||||||||||
Net other comprehensive income | 4,000 | 4,000 | |||||||||||
Tax withholding upon vesting of restricted stock | (215,000) | ||||||||||||
Treasury Stock, Retired, Cost Method, Amount | 306,000 | ||||||||||||
Treasury Stock, Value, Acquired, Cost Method | (34,912,000) | ||||||||||||
Stock Issued During Period, Value, Treasury Stock Reissued | $ 0 | ||||||||||||
Net loss attributable to noncontrolling interests | 0 | ||||||||||||
Common stock issued upon vesting of restricted stock | 18,000 | ||||||||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 0 | ||||||||||||
Tax withholding upon vesting of restricted stock | 6,000 | ||||||||||||
Stock Issued During Period, Shares, Treasury Stock Reissued | 0 | ||||||||||||
Other | 34,000 | ||||||||||||
Treasury Stock, Shares, Acquired | 1,135,000 | 1,000 | |||||||||||
Treasury Stock, Shares, Retired | 7,000 | ||||||||||||
Preferred stock, ending balance (in shares) at Jun. 30, 2022 | 0 | 0 | 0 | 0 | |||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Preferred Stock, Shares Converted | (4,204,000) | (357,000) | |||||||||||
Stock Issued During Period, Shares, Conversion of Preferred Stock | 4,098,000 | ||||||||||||
Common stock, ending balance (in shares) at Jun. 30, 2022 | 51,026,000 | 5,331,000 | |||||||||||
Ending balance at Jun. 30, 2022 | 708,710,000 | $ (142,288,000) | $ 972,845,000 | $ (121,323,000) | $ (529,000) | $ 708,710,000 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Common stock, $0.0001 par value, authorized shares - 100,000 | $ 5,000 | $ 5,000 | |||||||||||
Total shares of common stock outstanding | 45,695,000 | 45,695,000 | |||||||||||
Preferred Stock, Value, Issued | $ 0 | $ 0 | $ 0 | ||||||||||
Treasury Stock, Preferred, Value | 0 | ||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Consolidated net income | $ 17,270 | $ 325,669 |
Income from discontinued operations, net of income taxes | 0 | 217,246 |
Adjustments to reconcile consolidated net income to net cash provided by operating activities: | ||
Depreciation and amortization | 8,350 | 9,949 |
Non-cash operating lease cost | 2,736 | 2,528 |
Stock-based compensation to employees and directors | 9,334 | 5,107 |
Decrease (increase) in deferred income taxes, net | 2,622 | (47,046) |
Loss from equity method securities | 2,583 | 0 |
Other non-cash adjustments | (114) | 721 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (1,504) | (10,141) |
Inventories | (529) | (766) |
Prepaids and other current assets | 2,318 | (3,452) |
Other long-term assets, net | (943) | (368) |
Accounts payable | (6,104) | 56,543 |
Accrued liabilities | (8,339) | (10,651) |
Unearned revenue | (2,833) | 12,282 |
Operating lease liabilities | (2,850) | (2,812) |
Other long-term liabilities | (175) | (270) |
Net cash provided by continuing operating activities | 21,822 | 120,047 |
Net cash used in discontinued operating activities | 0 | (17,128) |
Net cash provided by operating activities | 21,822 | 102,919 |
Cash flows from investing activities: | ||
Purchase of equity securities | (11,420) | 0 |
Payments to Acquire Long-term Investments | 0 | 41,122 |
Capital distribution from investment | 1,162 | 0 |
Expenditures for property and equipment | (6,406) | (5,620) |
Other investing activities, net | (505) | (908) |
Net cash used in continuing investing activities | (17,169) | (47,650) |
Net cash used in discontinued investing activities | 0 | (29,703) |
Net cash used in investing activities | (17,169) | (77,353) |
Cash flows from financing activities: | ||
Repurchase of shares | (60,077) | 0 |
Payments on long-term debt | (1,707) | (1,366) |
Payments of taxes withheld upon vesting of employee stock awards | (3,482) | (7,812) |
Other financing activities, net | 34 | (1) |
Net cash used in continuing financing activities | (65,232) | (9,179) |
Net cash provided by discontinued financing activities | 0 | 2,085 |
Net cash used in financing activities | (65,232) | (7,094) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (60,579) | 18,472 |
Cash, cash equivalents, and restricted cash, beginning of period, inclusive of cash balances of discontinued operations | 503,366 | 519,181 |
Cash, cash equivalents, and restricted cash, end of period, inclusive of cash balances of discontinued operations | 442,787 | 537,653 |
Less: Cash, cash equivalents, and restricted cash of discontinued operations | 0 | 0 |
Cash, cash equivalents, and restricted cash, end of period | $ 442,787 | $ 537,653 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Overstock.com, Inc. is a leading e-commerce retailer and technology innovator that sells furniture and home furnishings at a smart value. Our online shopping site offers a wide selection of quality furniture, décor, area rugs, bedding and bath, home improvement, outdoor, and kitchen and dining items, among others. Overstock.com, which receives tens of millions of visits per month, provides customers access to millions of products from third-party partners. As used herein, "Overstock," "the Company," "we," "our" and similar terms include Overstock.com, Inc. and its wholly-owned subsidiaries, unless the context indicates otherwise. As used herein, the term "Website" refers to the Company's internet websites located at www.overstock.com, www.o.co, www.overstock.ca, and www.overstockgovernment.com and the Company's mobile app. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation We have prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been omitted in accordance with the rules and regulations of the SEC. These financial statements should be read in conjunction with our audited annual consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2021. There have been no significant changes to our significant accounting policies disclosed in Note 2—Accounting Policies, included in Part II, Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 2021. The accompanying unaudited consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are, in our opinion, necessary for a fair presentation of results for the interim periods presented. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for any future period or the full fiscal year, due to seasonality and other factors. We operate as a single segment that includes all of our continuing operations, which primarily consists of amounts earned through e-commerce product sales through our Website. All corporate support costs (administrative functions such as finance, human resources, and legal) are allocated to our single reportable segment. Substantially all of our revenues are attributable to customers in the United States. Substantially all our property and equipment are located in the United States. Unless otherwise specified, disclosures in these consolidated financial statements reflect continuing operations only. The operating results for Medici Ventures Inc. ("Medici Ventures") and tZERO Group, Inc.'s ("tZERO"), our former subsidiaries, for the periods prior to their deconsolidation have been reflected in our consolidated statements of income as discontinued operations for all periods presented. Certain prior period data, primarily related to discontinued operations, have been reclassified in the consolidated financial statements and accompanying notes to conform to the current period presentation. See Note 3—Discontinued Operations for further information. Principles of consolidation The accompanying consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany account balances and transactions have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in our consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, receivables valuation, revenue recognition, Club O and gift card breakage, sales returns, vendor incentive discount offers, inventory valuation, depreciable lives and valuation of property and equipment, and internally-developed software, goodwill valuation, intangible asset valuation, equity securities valuation, income taxes, stock-based compensation, performance-based compensation, self-funded health insurance liabilities, and contingencies. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | 3. DISCONTINUED OPERATIONS On January 25, 2021, we entered into an agreement with Medici Ventures, Pelion MV GP, L.L.C. ("Pelion"), and Pelion, Inc., pursuant to which Medici Ventures converted to a Delaware limited partnership (the "Partnership") and Pelion became the sole general partner of the Partnership, and we became the limited partner of the Partnership. The term of the Partnership is eight years. A tZERO debt conversion was completed during the quarter ended March 31, 2021, following which Medici Ventures and Overstock held approximately 42% and 41%, respectively, of tZERO's outstanding common stock. On April 23, 2021, we entered into the Limited Partnership Agreement with Pelion, pursuant to which Pelion became the sole general partner, holding a 1% equity interest in the Partnership, and Overstock became a limited partner, holding a 99% equity interest in the Partnership. Our retained equity interest in these entities are classified as equity method securities as we are deemed to have significant influence, but not control, over these entities through holding more than a 20% interest in the entity. See Note 6—Equity Securities for further information. The operating results for the periods prior to the April 23, 2021 deconsolidation of Medici Ventures and tZERO have been reflected in our consolidated statements of income as discontinued operations for all periods presented. Results of discontinued operations through the transaction date were as follows (in thousands): Three months ended Six months ended 2022 2021 2022 2021 Net revenue $ — $ 1,802 $ — $ 17,394 Cost of goods sold — 1,325 — 13,716 Gross profit — 477 — 3,678 Operating expenses Technology — 577 — 7,133 Selling, general, and administrative — 2,084 — 13,509 Total operating expenses — 2,661 — 20,642 Operating loss from discontinued operations — (2,184) — (16,964) Interest income, net — 5 — 192 Other income (loss), net — (398) — 4,081 Gain on deconsolidation — 243,541 — 243,541 Income from discontinued operations before income taxes — 240,964 — 230,850 Provision for income taxes — 13,592 — 13,604 Net income from discontinued operations $ — $ 227,372 $ — $ 217,246 Less: Net loss attributable to noncontrolling interests from discontinued operations — (134) — (335) Net income from discontinued operations attributable to stockholders of Overstock.com, Inc. $ — $ 227,506 $ — $ 217,581 |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 4. FAIR VALUE MEASUREMENT The following tables summarize our assets and liabilities measured at fair value on a recurring basis using the following levels of inputs (in thousands): Fair Value Measurements at June 30, 2022 Total Level 1 Level 2 Level 3 Assets: Cash equivalents—Money market funds $ 250,000 $ 250,000 $ — $ — Equity securities, at fair value 115,338 398 — 114,940 Trading securities held in a "rabbi trust" (1) 264 264 — — Total assets $ 365,602 $ 250,662 $ — $ 114,940 Liabilities: Deferred compensation accrual "rabbi trust" (2) $ (263) $ (263) $ — $ — Total liabilities $ (263) $ (263) $ — $ — Fair Value Measurements at December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Cash equivalents—Money market funds $ — $ — $ — $ — Equity securities, at fair value 102,529 174 — 102,355 Trading securities held in a "rabbi trust" (1) 179 179 — — Total assets $ 102,708 $ 353 $ — $ 102,355 Liabilities: Deferred compensation accrual "rabbi trust" (2) $ 188 $ 188 $ — $ — Total liabilities $ 188 $ 188 $ — $ — ___________________________________________ (1) — Trading securities held in a rabbi trust are included in Other long-term assets, net in the consolidated balance sheets. (2) — Non-qualified deferred compensation in a rabbi trust is included in Other long-term liabilities in the consolidated balance sheets. The following table provides activity for our Level 3 investments (in thousands): Amount Level 3 investments at December 31, 2020 $ — Increase due to acquisition of Level 3 investments 99,723 Increase in fair value of Level 3 investments 2,632 Level 3 investments at December 31, 2021 102,355 Increase due to acquisition of Level 3 investments 11,420 Increase in fair value of Level 3 investments 1,165 Level 3 investments at June 30, 2022 $ 114,940 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment, Policy [Policy Text Block] | 5. PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following (in thousands): June 30, December 31, 2021 Computer hardware and software, including internal-use software and website development $ 230,901 $ 225,256 Building 69,339 69,293 Furniture and equipment 12,451 12,067 Land 12,781 12,781 Leasehold improvements 2,538 2,601 Building machinery and equipment 9,809 9,809 Land improvements 7,025 7,025 344,844 338,832 Less: accumulated depreciation (236,803) (229,353) Total property and equipment, net $ 108,041 $ 109,479 Capitalized costs associated with internal-use software and website development, both developed internally and acquired externally, and depreciation of costs for the same periods associated with internal-use software and website development consist of the following (in thousands): Three months ended Six months ended 2022 2021 2022 2021 Capitalized internal-use software and website development $ 2,343 $ 1,758 $ 4,112 $ 3,462 Depreciation of internal-use software and website development 1,555 1,774 3,281 3,582 Depreciation expense is classified within the corresponding operating expense categories on our consolidated statements of income as follows (in thousands): Three months ended Six months ended 2022 2021 2022 2021 Cost of goods sold $ 171 $ 147 $ 338 $ 301 Technology 2,946 3,594 6,146 7,469 General and administrative 913 1,040 1,832 2,134 Total depreciation $ 4,030 $ 4,781 $ 8,316 $ 9,904 |
EQUITY SECURITIES
EQUITY SECURITIES | 6 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
EQUITY SECURITIES | 6. EQUITY SECURITIES Our equity securities accounted for under the equity method under ASC 323 include equity securities in which we can exercise significant influence, but not control, over these entities through holding more than a 20% voting interest in the entity. During the six months ended June 30, 2022, we committed to invest an aggregate of an additional $15 million in tZERO through their Series B financing round led by the Intercontinental Exchange. We funded $7.5 million of our investment in tZERO during the six months ended June 30, 2022 and have not yet funded the remaining $7.5 million. We also invested $3.9 million in SpeedRoute, LLC ("SpeedRoute"), a former subsidiary of tZERO, which provides connectivity to tZERO's registered broker-dealer clients to U.S. equity exchanges and off-exchange sources of liquidity. The following table includes our equity securities accounted for under the equity method and related ownership interest as of June 30, 2022: Ownership Medici Ventures, L.P. 99% tZERO Group, Inc. 31% SpeedRoute, LLC 49% The carrying amount of our equity method securities was $350.2 million at June 30, 2022, which is included in Equity securities on our consolidated balance sheets, of which $114.9 million is valued under the fair value option (tZERO and SpeedRoute). These investments are valued using Level 3 inputs, which represents 31.4% of assets measured at fair value. For our investments in Medici Ventures, tZERO, and SpeedRoute there is no difference in the carrying amount of the assets and liabilities and our maximum exposure to loss, and there is no difference between the carrying amount of our investment in Medici Ventures and the amount of underlying equity we have in the entity's net assets. The following table summarizes the net income recognized on equity method securities recorded in Other income (expense), net in our consolidated statements of income (in thousands): Three months ended Six months ended Net loss recognized on our proportionate share of the net loss of our equity method securities $ (2,284) $ (3,748) Increase in fair value of equity method securities held under fair value option — 1,165 Regulation S-X Rule 10-01(b)(1) In accordance with Rule 10-01(b)(1) of Regulation S-X, which applies to interim reports on Form 10-Q, the Company must determine if its equity method investees are considered "significant subsidiaries". Summarized income statement information of an equity method investee is required in an interim report if the significance criteria are met as defined under SEC guidance. For the period ended June 30, 2022, this threshold was met for the Company's equity investment in tZERO. The following is unaudited summarized financial information for tZERO (in thousands): Three months ended Six months ended Results of Operations Revenues $ 820 $ 1,560 Pre-tax loss (8,067) (13,447) Net loss (8,816) (13,196) |
BORROWINGS
BORROWINGS | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
BORROWINGS | 7. BORROWINGS 2020 loan agreements In March 2020, we entered into two loan agreements. The loan agreements provide a $34.5 million Senior Note, carrying interest at an annual rate of 4.242%, and a $13.0 million Mezzanine Note, carrying interest at an annual rate of 5.002%. The loans carry a blended annual interest rate of 4.45%. The Senior Note is for a 10-year term (stated maturity date is March 6, 2030) and requires interest only payments, with the principal amount and any then unpaid interest due and payable at the end of the 10-year term. The Mezzanine Note has a stated 10-year term, though the agreement requires principal and interest payments monthly over approximately a 46-month payment period. Our debt issuance costs and debt discount are amortized using the straight-line basis which approximates the effective interest method. As of June 30, 2022, the total outstanding debt on these loans was $39.7 million, net of $453,000 in capitalized debt issuance costs, and the total amount of the current portion of these loans included in Other current liabilities on our consolidated balance sheets was $3.4 million. Further, Overstock serves as a guarantor under the Senior Note (the "Senior Note Guaranty") and the Mezzanine Note (the "Mezzanine Note Guaranty"). Both loans include certain financial and non-financial covenants and are secured by our corporate headquarters and the related land and rank senior to stockholders. Overstock has agreed under the Senior Note Guaranty to, among other things, maintain, until all of the obligations guaranteed by Overstock under the Senior Note Guaranty have been paid in full, (i) a net worth in excess of $30 million and minimum liquid assets of $3 million for so long as the Mezzanine Note is outstanding, and (ii) a net worth in excess of $15 million and minimum liquid assets of $1 million from and after the date the Mezzanine Note has been paid in full. Overstock has also agreed under the Mezzanine Note Guaranty to, among other things, maintain a net worth in excess of $30 million and minimum liquid assets of $3 million until all obligations guaranteed by Overstock under the Mezzanine Note Guaranty have been paid in full. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Lessee, Operating Leases [Text Block] | 8. LEASES We have operating leases for warehouses, office space, and data centers. Our leases have remaining lease terms of one year to five years, some of which may include options to extend the leases perpetually, and some of which may include options to terminate the leases within one year. The components of lease expenses were as follows (in thousands): Three months ended Six months ended 2022 2021 2022 2021 Operating lease cost $ 1,569 $ 1,497 $ 3,078 $ 3,638 Variable lease cost 264 328 762 716 The following table provides a summary of other information related to leases (in thousands): Six months ended 2022 2021 Cash payments included in operating cash flows from lease arrangements $ 3,159 $ 3,760 Derecognition of right-of-use assets due to reassessment of lease term — 527 The following table provides supplemental balance sheet information related to leases: June 30, December 31, Weighted-average remaining lease term—operating leases 2.31 years 2.72 years Weighted-average discount rate—operating leases 7 % 7 % Maturity of lease liabilities under our non-cancellable operating leases as of June 30, 2022, are as follows (in thousands): Payments due by period Amount 2022 (Remainder) $ 3,137 2023 4,935 2024 2,831 2025 685 2026 250 Thereafter 83 Total lease payments 11,921 Less interest 1,065 Present value of lease liabilities $ 10,856 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. COMMITMENTS AND CONTINGENCIES Legal proceedings and contingencies From time to time, we are involved in litigation concerning consumer protection, employment, intellectual property, claims under the securities laws, and other commercial matters related to the conduct and operation of our business and the sale of products on our Website. In connection with such litigation, we have been in the past and we may be in the future subject to significant damages. In some instances, other parties may have contractual indemnification obligations to us. However, such contractual obligations may prove unenforceable or non-collectible, and if we cannot enforce or collect on indemnification obligations, we may bear the full responsibility for damages, fees, and costs resulting from such litigation. We may also be subject to penalties and equitable remedies that could force us to alter important business practices. Such litigation could be costly and time consuming and could divert or distract our management and key personnel from our business operations. Due to the uncertainty of litigation and depending on the amount and the timing, an unfavorable resolution of some or all of such matters could materially affect our business, results of operations, financial position, or cash flows. The nature of the loss contingencies relating to claims that have been asserted against us are described below. As previously disclosed, in October 2019, we received a subpoena from the SEC requiring us to produce documents and other information related to the Series A-1 Preferred stock dividend we announced to stockholders in June 2019 and requesting copies of 10b5-1 plans entered into by certain officers and directors. In December 2019, we received a subpoena from the SEC requesting our insider trading policies and certain employment and consulting agreements. We also received requests from the SEC for our communications with our former Chief Executive Officer and Director, Patrick Byrne, and the matters referenced in the December 2019 subpoenas. In January 2021, we received a subpoena from the SEC requesting information regarding our retail guidance in 2019 and certain communications with current and former executives, board members, and investors. We continue to cooperate with the SEC on these matters. On September 27, 2019, a purported securities class action lawsuit was filed against us and our former Chief Executive Officer and former Chief Financial Officer in the United States District Court of Utah, alleging violations under Section 10(b), Rule 10b-5, Section 20(a), and Section 20A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On October 8, 2019, October 17, 2019, October 31, 2019, and November 20, 2019, four similar lawsuits were filed in the same court also naming us and the above referenced former executives as defendants, bringing similar claims under the Exchange Act, and seeking similar relief. These cases were consolidated into a single lawsuit in December 2019. The Court appointed The Mangrove Partners Master Fund Ltd. as lead plaintiff in January 2020. In March 2020, an amended consolidated complaint was filed against us, our President, our former Chief Executive Officer, and our former Chief Financial Officer. We filed a motion to dismiss and, on September 28, 2020, the court granted our motion and entered judgment in our favor. The plaintiffs filed a motion to amend their complaint on October 23, 2020 and filed a notice of appeal on October 26, 2020. The United States District Court of Utah granted the plaintiffs' motion to amend their complaint on January 6, 2021 and the Tenth Circuit Court dismissed the plaintiffs' appeal on January 8, 2021. The plaintiffs filed their amended complaint on January 11, 2021. We filed a motion to dismiss plaintiffs' amended complaint, and on September 20, 2021, the court granted our motion and entered judgment in our favor. On October 18, 2021, the plaintiffs filed a Notice of Appeal, appealing the ruling of the district court to the United States Court of Appeals for the Tenth Circuit. The plaintiffs filed their opening brief in the Tenth Circuit on January 26, 2022. We filed a responsive appellate brief on March 30, 2022. The plaintiffs' reply appellate brief was filed on April 20, 2022. The Tenth Circuit has scheduled oral argument on the plaintiffs' appeal for September 28, 2022. No estimates of the possible losses or range of losses can be made at this time. We intend to continue to vigorously defend this consolidated action. On November 22, 2019, a shareholder derivative suit was filed against us and certain past and present directors and officers of ours in the United States District Court for the District of Delaware, with allegations that include: (i) breach of fiduciary duties, (ii) unjust enrichment, (iii) insider selling and misappropriation of the Company's information, and (iv) contribution under Sections 10(b) and 21D of the Exchange Act. On December 17, 2019, a similar lawsuit was filed in the same court, naming the same defendants, bringing similar claims, and seeking similar relief. These cases were consolidated into a single lawsuit in January 2020. In March 2020, the court entered a stay on litigation, pending the outcome of the securities class action motion to dismiss. The case remains stayed pending the outcome of the plaintiffs' appeal to the Tenth Circuit in the securities class action. No estimates of the possible losses or range of losses can be made at this time. We intend to vigorously defend these actions. On April 23, 2020, a putative class action lawsuit was filed against us in the Circuit Court of the County of St. Louis, State of Missouri, alleging that we over-collected taxes on products sold into the state of Missouri. We removed the case to United States District Court, Eastern District of Missouri on May 22, 2020, and on February 9, 2021, the case against us was dismissed. On March 1, 2021, a putative class action lawsuit was filed against us in the Circuit Court of the County of St. Louis, State of Missouri, alleging similar allegations to the April 23, 2020 putative class action lawsuit that was dismissed, that we over-collected taxes on products sold into the state of Missouri. We filed a motion to compel arbitration, which was denied on October 13, 2021. We filed a motion to dismiss, which was denied on March 16, 2022. No estimates of the possible losses or range of losses can be made at this time. We intend to vigorously defend this action. |
INDEMNIFICATIONS AND GUARANTEES
INDEMNIFICATIONS AND GUARANTEES | 6 Months Ended |
Jun. 30, 2022 | |
INDEMNIFICATIONS AND GUARANTEES | |
INDEMNIFICATIONS AND GUARANTEES | 10. INDEMNIFICATIONS AND GUARANTEES During our normal course of business, we have made certain indemnities, commitments, and guarantees under which we may be required to make payments in relation to certain transactions. These indemnities include, but are not limited to, indemnities we entered into in favor of Loan Core Capital Funding Corporation LLC under our building loan agreements, various lessors in connection with facility leases for certain claims arising from such facility or lease, the environmental indemnity we entered into in favor of the lenders under our prior loan agreements, customary indemnification arrangements in underwriting agreements and similar agreements, and indemnities to our directors and officers to the maximum extent permitted under the laws of the State of Delaware. The duration of these indemnities, commitments, and guarantees varies, and in certain cases, is indefinite. In addition, the majority of these indemnities, commitments, and guarantees do not provide for any limitation of the maximum potential future payments we could be obligated to make. As such, we are unable to estimate with any reasonableness our potential exposure under these items. We have not recorded any liability for these indemnities, commitments, and guarantees in the accompanying consolidated balance sheets. We do, however, accrue for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is both probable and reasonably estimable. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 11. STOCKHOLDERS' EQUITY Common stock Each share of common stock has the right to one vote. The holders of common stock are also entitled to receive dividends declared by the Board of Directors out of funds legally available, subject to prior rights of holders of all classes of stock outstanding having priority rights as to dividends. Preferred stock conversion On May 12, 2022, Overstock shareholders voted to approve separate proposals to approve the amendment of the Company's Amended and Restated Certificate of Designation for both classes of its preferred stock to provide that each share of our Series A-1 and Series B preferred stock would be automatically converted into 0.90 of a share of our common stock (the "Conversion"). On June 10, 2022, in connection with the completion of the Conversion, the Company issued 4,097,697 shares of our common stock in exchange for the outstanding Series A-1 and Series B preferred stock on that date. As the fair value of our common stock issued exceeded the fair value of the Series A-1 and Series B preferred stock exchanged on the Conversion date, we recognized a non-cash deemed dividend to our preferred stockholders of $1.7 million due to the excess fair value per share compared to the conversion ratio. Following the Conversion, the Company eliminated the Series A-1 and Series B preferred stock class by filing Certificates of Elimination with the Delaware Secretary of State. JonesTrading Sales Agreement Our Amended and Restated Capital on Demand TM Sales Agreement (the "Sales Agreement"), dated June 26, 2020 with JonesTrading Institutional Services LLC ("JonesTrading") and D.A. Davidson & Co. ("D.A. Davidson"), provides that we may conduct "at the market" sales of our common stock. Under the Sales Agreement, JonesTrading and D.A. Davidson, acting as our agents, may offer our common stock in the market on a daily basis or otherwise as we request from time to time. We have no obligation to sell additional shares under the Sales Agreement, but we may do so from time to time. For the six months ended June 30, 2022 and 2021, we did not sell any shares of our common stock pursuant to the Sales Agreement. As of June 30, 2022, we had $150.0 million available under our "at the market" sales program. Common and Preferred Stock Repurchase Program On August 17, 2021, we announced that our Board of Directors had approved a stock repurchase program (the “Repurchase Program”), pursuant to which we may, from time to time, purchase shares of our outstanding common stock for an aggregate repurchase price not to exceed $100.0 million at any time through December 31, 2023. On March 9, 2022, we announced that our Board of Directors had expanded the Repurchase Program to permit us, from time to time, to purchase outstanding shares of our Digital Voting Series A-1 Preferred Stock and/or our Voting Series B Preferred Stock, in addition to outstanding shares of our common stock. Repurchases under the Repurchase Program may be effected through open market purchases. The Repurchase Committee designated by the Board of Directors will determine the actual timing, number, and value of any shares repurchased under the Repurchase Program in its discretion using factors including, but not limited to, our stock price and trading volume, general market conditions, and the ongoing assessment of our capital needs. There is no assurance of the number or aggregate price of any shares that we will ultimately repurchase under the Repurchase Program, which may be extended, suspended, or terminated at any time by the Board of Directors. During the three months ended June 30, 2022, we repurchased $34.9 million of our common stock and $50,000 of our Series A-1 preferred stock under the Repurchase Program at average prices of $30.69 and $31.30 per share, respectively. During the six months ended June 30, 2022, we repurchased $59.8 million of our common stock and $306,000 of our Series A-1 preferred stock under the Repurchase Program at average prices of $36.16 and $42.16 per share, respectively. During the six months ended June 30, 2022, we retired 7,244 shares of our Series A-1 preferred stock treasury stock which had been previously repurchased under the Repurchase Program. The retirement increased Accumulated deficit by $306,000. |
STOCK-BASED AWARDS
STOCK-BASED AWARDS | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED AWARDS | 12. STOCK-BASED AWARDS We have equity incentive and compensatory plans that provide for the grant of stock-based awards, including restricted stock, to employees and board members and provide employees the ability to purchase shares of our common stock through an employee stock purchase plan. Employee accounting applies to equity incentives and compensation granted by the Company to its own employees. When an award is forfeited prior to the vesting date, we recognize an adjustment for the previously recognized expense in the period of the forfeiture. Stock-based compensation expense is classified within the corresponding operating expense categories on our consolidated statements of income as follows (in thousands): Three months ended Six months ended 2022 2021 2022 2021 Cost of goods sold $ 13 $ 20 $ 67 $ 31 Sales and marketing 245 338 590 595 Technology 1,942 866 3,782 1,523 General and administrative 2,495 1,578 4,895 2,958 Total stock-based compensation $ 4,695 $ 2,802 $ 9,334 $ 5,107 Overstock restricted stock awards The Overstock.com, Inc. Amended and Restated 2005 Equity Incentive Plan provides for the grant of incentive stock options to employees and directors of the Company, and restricted stock units and other types of equity awards of the Company. These restricted stock awards generally vest over three years at 33.3% at the end of the first year, 33.3% at the end of the second year and 33.4% at the end of the third year, subject to the recipient's continuing service to us. The cost of restricted stock units is determined using the fair value of our common stock on the date of the grant and compensation expense is either recognized on a straight-line basis over the vesting schedule or on an accelerated schedule when vesting of restricted stock awards exceeds a straight-line basis. The cumulative amount of compensation expense recognized at any point in time is at least equal to the portion of the grant date fair value of the award that is vested at that date. The following table summarizes restricted stock award activity (in thousands, except per share data): Six months ended Units Weighted Outstanding—beginning of year 663 $ 56.37 Granted at fair value 499 45.75 Vested (261) 36.16 Forfeited (103) 56.33 Outstanding—end of period 798 $ 56.37 Employee Stock Purchase Plan The Overstock.com, Inc. 2021 Employee Stock Purchase Plan (the "ESPP") grants our eligible employees a right to purchase shares of our common stock at a discount through payroll deductions of up to 25% of eligible compensation, subject to a cap of $21,250 in any calendar year. The ESPP provides for consecutive 24-month offering periods beginning March 1 and September 1 of each year. Each offering period shall consist of four consecutive six-month purchase periods. The first offering period under the ESPP commenced on September 1, 2021, with the first purchase date occurring on February 28, 2022. On each purchase date, participating employees will purchase shares of our common stock at a price per share equal to 85% of the lesser of the fair market value of our common stock on (i) the offering date of the offering period or (ii) the purchase date (the "look-back" period). If the stock price of our common stock on any purchase date in an offering period is lower than the stock price on the offering date of that offering period, every participant in the offering will automatically be withdrawn from the offering after the purchase of shares on such purchase date and automatically enrolled in a new offering period commencing immediately subsequent to such purchase date. The maximum number of shares of common stock that may be issued under the ESPP in aggregate is 3.0 million shares. During the six months ended June 30, 2022, 41,918 shares were purchased at an average purchase price per share of $48.37. At June 30, 2022, approximately 3.0 million shares of common stock remained available under the ESPP. |
REVENUE AND CONTRACT LIABILITY
REVENUE AND CONTRACT LIABILITY | 6 Months Ended |
Jun. 30, 2022 | |
REVENUE AND CONTRACT LIABILITY [Abstract] | |
Revenue [Policy Text Block] | 13. REVENUE AND CONTRACT LIABILITY Unearned Revenue The following table provides information about unearned revenue from contracts with customers, including significant changes in unearned revenue balances during the periods presented (in thousands): Amount Unearned revenue at December 31, 2020 $ 72,165 Increase due to deferral of revenue at period end 51,384 Decrease due to beginning contract liabilities recognized as revenue (64,162) Unearned revenue at December 31, 2021 59,387 Increase due to deferral of revenue at period end 40,935 Decrease due to beginning contract liabilities recognized as revenue (43,768) Unearned revenue at June 30, 2022 $ 56,554 Our total unearned revenue related to outstanding Club O Reward dollars was $11.4 million and $10.0 million at June 30, 2022 and December 31, 2021, respectively. Breakage income related to Club O Reward dollars and gift cards is recognized in Net revenue in our consolidated statements of income. Breakage included in revenue was $1.1 million and $1.4 million for the three months ended June 30, 2022 and 2021 and $2.2 million and $2.8 million for the six months ended June 30, 2022 and 2021. The timing of revenue recognition of these reward dollars is driven by actual customer activities, such as redemptions and expirations. Sales returns allowance The following table provides additions to and deductions from the sales returns allowance, which is included in our Accrued liabilities balance in our consolidated balance sheets (in thousands): Amount Allowance for returns at December 31, 2020 $ 19,190 Additions to the allowance 237,622 Deductions from the allowance (242,889) Allowance for returns at December 31, 2021 13,923 Additions to the allowance 89,219 Deductions from the allowance (89,097) Allowance for returns at June 30, 2022 $ 14,045 |
NET INCOME LOSS PER SHARE
NET INCOME LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share, Policy [Policy Text Block] | 14. NET INCOME PER SHARE Our Series A-1 preferred stock and Series B preferred stock (collectively, the "preferred shares") are considered participating securities, and as a result, net income per share is calculated using the two-class method. Under this method, we give effect to preferred dividends and then allocate remaining net income attributable to our stockholders to both common shares and participating securities (based on the percentages outstanding) in determining net income per common share. Basic net income per common share is computed by dividing net income attributable to common shares (after allocating between common shares and participating securities) by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing net income attributable to common shares (after allocating between participating securities and common shares) by the weighted average number of common and potential common shares outstanding during the period (after allocating total dilutive shares between our common shares outstanding and our preferred shares outstanding). Potential common shares, comprising incremental common shares issuable from the employee stock purchase plan and restricted stock awards are included in the calculation of diluted net income per common share to the extent such shares are dilutive. The following table sets forth the computation of basic and diluted net income per common share for the periods indicated (in thousands, except per share data): Three months ended Six months ended 2022 2021 2022 2021 Numerator: Income from continuing operations $ 7,147 $ 82,405 $ 17,270 $ 108,423 Less: Preferred stock dividends—issued 1,697 182 1,697 365 Undistributed income from continuing operations 5,450 82,223 15,573 108,058 Less: Undistributed income allocated to participating securities 410 7,882 1,332 10,373 Net income from continuing operations attributable to common stockholders $ 5,040 $ 74,341 $ 14,241 $ 97,685 Income from discontinued operations $ — $ 227,506 $ — $ 217,581 Less: Undistributed income allocated to participating securities — 21,810 — 20,886 Net income from discontinued operations attributable to common stockholders — 205,696 — 196,695 Net income attributable to common stockholders $ 5,040 $ 280,037 $ 14,241 $ 294,380 Denominator: Weighted average shares of common stock outstanding—basic 43,072 43,009 43,062 42,948 Effect of dilutive securities: Restricted stock awards 87 305 159 369 Weighted average shares of common stock outstanding—diluted 43,159 43,314 43,221 43,317 Net income from continuing operations per share of common stock: Basic $ 0.12 $ 1.73 $ 0.33 $ 2.27 Diluted $ 0.12 $ 1.72 $ 0.33 $ 2.26 Net income from discontinued operations per share of common stock: Basic $ — $ 4.78 $ — $ 4.58 Diluted $ — $ 4.75 $ — $ 4.54 Net income per share of common stock: Basic $ 0.12 $ 6.51 $ 0.33 $ 6.85 Diluted $ 0.12 $ 6.47 $ 0.33 $ 6.80 The following shares were excluded from the calculation of diluted shares outstanding as their effect would have been anti-dilutive (in thousands): Three months ended Six months ended 2022 2021 2022 2021 Restricted stock units 689 282 597 283 Employee stock purchase plan 101 — 83 — |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation We have prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been omitted in accordance with the rules and regulations of the SEC. These financial statements should be read in conjunction with our audited annual consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2021. There have been no significant changes to our significant accounting policies disclosed in Note 2—Accounting Policies, included in Part II, Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 2021. The accompanying unaudited consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are, in our opinion, necessary for a fair presentation of results for the interim periods presented. The results of operations for the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for any future period or the full fiscal year, due to seasonality and other factors. We operate as a single segment that includes all of our continuing operations, which primarily consists of amounts earned through e-commerce product sales through our Website. All corporate support costs (administrative functions such as finance, human resources, and legal) are allocated to our single reportable segment. Substantially all of our revenues are attributable to customers in the United States. Substantially all our property and equipment are located in the United States. Unless otherwise specified, disclosures in these consolidated financial statements reflect continuing operations only. The operating results for Medici Ventures Inc. ("Medici Ventures") and tZERO Group, Inc.'s ("tZERO"), our former subsidiaries, for the periods prior to their deconsolidation have been reflected in our consolidated statements of income as discontinued operations for all periods presented. Certain prior period data, primarily related to discontinued operations, have been reclassified in the consolidated financial statements and accompanying notes to conform to the current period presentation. See Note 3—Discontinued Operations for further information. |
Principles of consolidation | Principles of consolidation |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in our consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, receivables valuation, revenue recognition, Club O and gift card breakage, sales returns, vendor incentive discount offers, inventory valuation, depreciable lives and valuation of property and equipment, and internally-developed software, goodwill valuation, intangible asset valuation, equity securities valuation, income taxes, stock-based compensation, performance-based compensation, self-funded health insurance liabilities, and contingencies. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | Results of discontinued operations through the transaction date were as follows (in thousands): Three months ended Six months ended 2022 2021 2022 2021 Net revenue $ — $ 1,802 $ — $ 17,394 Cost of goods sold — 1,325 — 13,716 Gross profit — 477 — 3,678 Operating expenses Technology — 577 — 7,133 Selling, general, and administrative — 2,084 — 13,509 Total operating expenses — 2,661 — 20,642 Operating loss from discontinued operations — (2,184) — (16,964) Interest income, net — 5 — 192 Other income (loss), net — (398) — 4,081 Gain on deconsolidation — 243,541 — 243,541 Income from discontinued operations before income taxes — 240,964 — 230,850 Provision for income taxes — 13,592 — 13,604 Net income from discontinued operations $ — $ 227,372 $ — $ 217,246 Less: Net loss attributable to noncontrolling interests from discontinued operations — (134) — (335) Net income from discontinued operations attributable to stockholders of Overstock.com, Inc. $ — $ 227,506 $ — $ 217,581 |
Fair Value Measures and Discl_2
Fair Value Measures and Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | The following tables summarize our assets and liabilities measured at fair value on a recurring basis using the following levels of inputs (in thousands): Fair Value Measurements at June 30, 2022 Total Level 1 Level 2 Level 3 Assets: Cash equivalents—Money market funds $ 250,000 $ 250,000 $ — $ — Equity securities, at fair value 115,338 398 — 114,940 Trading securities held in a "rabbi trust" (1) 264 264 — — Total assets $ 365,602 $ 250,662 $ — $ 114,940 Liabilities: Deferred compensation accrual "rabbi trust" (2) $ (263) $ (263) $ — $ — Total liabilities $ (263) $ (263) $ — $ — Fair Value Measurements at December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Cash equivalents—Money market funds $ — $ — $ — $ — Equity securities, at fair value 102,529 174 — 102,355 Trading securities held in a "rabbi trust" (1) 179 179 — — Total assets $ 102,708 $ 353 $ — $ 102,355 Liabilities: Deferred compensation accrual "rabbi trust" (2) $ 188 $ 188 $ — $ — Total liabilities $ 188 $ 188 $ — $ — ___________________________________________ (1) — Trading securities held in a rabbi trust are included in Other long-term assets, net in the consolidated balance sheets. (2) — Non-qualified deferred compensation in a rabbi trust is included in Other long-term liabilities in the consolidated balance sheets. |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides activity for our Level 3 investments (in thousands): Amount Level 3 investments at December 31, 2020 $ — Increase due to acquisition of Level 3 investments 99,723 Increase in fair value of Level 3 investments 2,632 Level 3 investments at December 31, 2021 102,355 Increase due to acquisition of Level 3 investments 11,420 Increase in fair value of Level 3 investments 1,165 Level 3 investments at June 30, 2022 $ 114,940 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment, net consist of the following (in thousands): June 30, December 31, 2021 Computer hardware and software, including internal-use software and website development $ 230,901 $ 225,256 Building 69,339 69,293 Furniture and equipment 12,451 12,067 Land 12,781 12,781 Leasehold improvements 2,538 2,601 Building machinery and equipment 9,809 9,809 Land improvements 7,025 7,025 344,844 338,832 Less: accumulated depreciation (236,803) (229,353) Total property and equipment, net $ 108,041 $ 109,479 |
Capitalization of Internal Costs, Policy [Policy Text Block] | Capitalized costs associated with internal-use software and website development, both developed internally and acquired externally, and depreciation of costs for the same periods associated with internal-use software and website development consist of the following (in thousands): Three months ended Six months ended 2022 2021 2022 2021 Capitalized internal-use software and website development $ 2,343 $ 1,758 $ 4,112 $ 3,462 Depreciation of internal-use software and website development 1,555 1,774 3,281 3,582 |
Schedule of Depreciation and Amortization by Operating Expense Category [Table Text Block] | Depreciation expense is classified within the corresponding operating expense categories on our consolidated statements of income as follows (in thousands): Three months ended Six months ended 2022 2021 2022 2021 Cost of goods sold $ 171 $ 147 $ 338 $ 301 Technology 2,946 3,594 6,146 7,469 General and administrative 913 1,040 1,832 2,134 Total depreciation $ 4,030 $ 4,781 $ 8,316 $ 9,904 |
EQUITY SECURITIES (Tables)
EQUITY SECURITIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Equity Securities Ownership Interest | The following table includes our equity securities accounted for under the equity method and related ownership interest as of June 30, 2022: Ownership Medici Ventures, L.P. 99% tZERO Group, Inc. 31% SpeedRoute, LLC 49% |
Equity Method Investments | The following table summarizes the net income recognized on equity method securities recorded in Other income (expense), net in our consolidated statements of income (in thousands): Three months ended Six months ended Net loss recognized on our proportionate share of the net loss of our equity method securities $ (2,284) $ (3,748) Increase in fair value of equity method securities held under fair value option — 1,165 |
Equity Method Investments, Summarized Financial Information | The following is unaudited summarized financial information for tZERO (in thousands): Three months ended Six months ended Results of Operations Revenues $ 820 $ 1,560 Pre-tax loss (8,067) (13,447) Net loss (8,816) (13,196) |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Components of Lease Costs and Other Operating Lease Information | The components of lease expenses were as follows (in thousands): Three months ended Six months ended 2022 2021 2022 2021 Operating lease cost $ 1,569 $ 1,497 $ 3,078 $ 3,638 Variable lease cost 264 328 762 716 |
Other Lease Information | The following table provides a summary of other information related to leases (in thousands): Six months ended 2022 2021 Cash payments included in operating cash flows from lease arrangements $ 3,159 $ 3,760 Derecognition of right-of-use assets due to reassessment of lease term — 527 |
Leases, Additional Financial Information | The following table provides supplemental balance sheet information related to leases: June 30, December 31, Weighted-average remaining lease term—operating leases 2.31 years 2.72 years Weighted-average discount rate—operating leases 7 % 7 % |
Schedule of Maturities of Lease Liabilities under Operating Leases After Adoption of 842 | Maturity of lease liabilities under our non-cancellable operating leases as of June 30, 2022, are as follows (in thousands): Payments due by period Amount 2022 (Remainder) $ 3,137 2023 4,935 2024 2,831 2025 685 2026 250 Thereafter 83 Total lease payments 11,921 Less interest 1,065 Present value of lease liabilities $ 10,856 |
STOCK-BASED AWARDS (Tables)
STOCK-BASED AWARDS (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Based Compensation | Stock-based compensation expense is classified within the corresponding operating expense categories on our consolidated statements of income as follows (in thousands): Three months ended Six months ended 2022 2021 2022 2021 Cost of goods sold $ 13 $ 20 $ 67 $ 31 Sales and marketing 245 338 590 595 Technology 1,942 866 3,782 1,523 General and administrative 2,495 1,578 4,895 2,958 Total stock-based compensation $ 4,695 $ 2,802 $ 9,334 $ 5,107 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following table summarizes restricted stock award activity (in thousands, except per share data): Six months ended Units Weighted Outstanding—beginning of year 663 $ 56.37 Granted at fair value 499 45.75 Vested (261) 36.16 Forfeited (103) 56.33 Outstanding—end of period 798 $ 56.37 |
REVENUE AND CONTRACT LIABILITY
REVENUE AND CONTRACT LIABILITY (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
REVENUE AND CONTRACT LIABILITY [Abstract] | |
Contract with Customer, Asset and Liability [Table Text Block] | The following table provides information about unearned revenue from contracts with customers, including significant changes in unearned revenue balances during the periods presented (in thousands): Amount Unearned revenue at December 31, 2020 $ 72,165 Increase due to deferral of revenue at period end 51,384 Decrease due to beginning contract liabilities recognized as revenue (64,162) Unearned revenue at December 31, 2021 59,387 Increase due to deferral of revenue at period end 40,935 Decrease due to beginning contract liabilities recognized as revenue (43,768) Unearned revenue at June 30, 2022 $ 56,554 |
Schedule of Sales Returns, Reserve For Sales Returns [Table Text Block] | The following table provides additions to and deductions from the sales returns allowance, which is included in our Accrued liabilities balance in our consolidated balance sheets (in thousands): Amount Allowance for returns at December 31, 2020 $ 19,190 Additions to the allowance 237,622 Deductions from the allowance (242,889) Allowance for returns at December 31, 2021 13,923 Additions to the allowance 89,219 Deductions from the allowance (89,097) Allowance for returns at June 30, 2022 $ 14,045 |
NET INCOME LOSS PER SHARE (Tabl
NET INCOME LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of basic and diluted net income per common share for the periods indicated (in thousands, except per share data): Three months ended Six months ended 2022 2021 2022 2021 Numerator: Income from continuing operations $ 7,147 $ 82,405 $ 17,270 $ 108,423 Less: Preferred stock dividends—issued 1,697 182 1,697 365 Undistributed income from continuing operations 5,450 82,223 15,573 108,058 Less: Undistributed income allocated to participating securities 410 7,882 1,332 10,373 Net income from continuing operations attributable to common stockholders $ 5,040 $ 74,341 $ 14,241 $ 97,685 Income from discontinued operations $ — $ 227,506 $ — $ 217,581 Less: Undistributed income allocated to participating securities — 21,810 — 20,886 Net income from discontinued operations attributable to common stockholders — 205,696 — 196,695 Net income attributable to common stockholders $ 5,040 $ 280,037 $ 14,241 $ 294,380 Denominator: Weighted average shares of common stock outstanding—basic 43,072 43,009 43,062 42,948 Effect of dilutive securities: Restricted stock awards 87 305 159 369 Weighted average shares of common stock outstanding—diluted 43,159 43,314 43,221 43,317 Net income from continuing operations per share of common stock: Basic $ 0.12 $ 1.73 $ 0.33 $ 2.27 Diluted $ 0.12 $ 1.72 $ 0.33 $ 2.26 Net income from discontinued operations per share of common stock: Basic $ — $ 4.78 $ — $ 4.58 Diluted $ — $ 4.75 $ — $ 4.54 Net income per share of common stock: Basic $ 0.12 $ 6.51 $ 0.33 $ 6.85 Diluted $ 0.12 $ 6.47 $ 0.33 $ 6.80 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The following shares were excluded from the calculation of diluted shares outstanding as their effect would have been anti-dilutive (in thousands): Three months ended Six months ended 2022 2021 2022 2021 Restricted stock units 689 282 597 283 Employee stock purchase plan 101 — 83 — |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) | 6 Months Ended | |||
Apr. 23, 2021 | Mar. 31, 2021 | Jan. 25, 2021 | Jun. 30, 2022 | |
Minimum | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Equity Method Investment, Ownership Percentage | 20% | |||
Fair Value, Inputs, Level 3 [Member] | Assets | Investments, Fair Value Concentration Risk | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Concentration Risk, Percentage | 31.40% | |||
Pelion MV GP, LLC | Medici Ventures, L.P. | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 1% | |||
Overstock.com, Inc. | tZero.com, Inc. | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 41% | |||
Equity Method Investment, Ownership Percentage | 31% | |||
Overstock.com, Inc. | Medici Ventures, L.P. | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 99% | 99% | ||
Medici Ventures | tZero.com, Inc. | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 42% | |||
Medici Ventures, L.P. | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Partnership Term | 8 years |
DISCONTINUED OPERATIONS - Sched
DISCONTINUED OPERATIONS - Schedule of Discontiued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net income from discontinued operations | $ 0 | $ 227,372 | $ 0 | $ 217,246 |
Less: Net loss attributable to noncontrolling interests from discontinued operations | 0 | (134) | 0 | (335) |
Net income from discontinued operations attributable to stockholders of Overstock.com, Inc. | 0 | 227,506 | 0 | 217,581 |
Discontinued Operations | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net revenue | 0 | 1,802 | 0 | 17,394 |
Cost of goods sold | 0 | 1,325 | 0 | 13,716 |
Gross profit | 0 | 477 | 0 | 3,678 |
Technology | 0 | 577 | 0 | 7,133 |
Selling, general, and administrative | 0 | 2,084 | 0 | 13,509 |
Total operating expenses | 0 | 2,661 | 0 | 20,642 |
Operating loss from discontinued operations | 0 | (2,184) | 0 | (16,964) |
Interest income, net | 0 | 5 | 0 | 192 |
Other income (loss), net | 0 | 0 | 4,081 | |
Other income (loss), net | (398) | |||
Deconsolidation, Gain (Loss), Amount | 0 | 243,541 | 0 | 243,541 |
Income from discontinued operations before income taxes | 0 | 240,964 | 0 | 230,850 |
Provision for income taxes | 0 | 13,592 | 0 | 13,604 |
Net income from discontinued operations | 0 | 227,372 | 0 | 217,246 |
Less: Net loss attributable to noncontrolling interests from discontinued operations | 0 | (134) | 0 | (335) |
Net income from discontinued operations attributable to stockholders of Overstock.com, Inc. | $ 0 | $ 227,506 | $ 0 | $ 217,581 |
Fair Value Measures and Discl_3
Fair Value Measures and Disclosures (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | $ 250,000 | $ 0 | |
Equity Securities, FV-NI, Noncurrent | 115,338 | 102,529 | |
Debt Securities, Trading, and Equity Securities, FV-NI | 264 | 179 | |
Assets, Fair Value Disclosure | 365,602 | 102,708 | |
Deferred Compensation Cash-based Arrangements, Liability, Current and Noncurrent | (263) | (188) | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | (263) | (188) | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | 250,000 | 0 | |
Equity Securities, FV-NI, Noncurrent | 398 | 174 | |
Debt Securities, Trading, and Equity Securities, FV-NI | 264 | 179 | |
Assets, Fair Value Disclosure | 250,662 | 353 | |
Deferred Compensation Cash-based Arrangements, Liability, Current and Noncurrent | (263) | (188) | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | (263) | (188) | |
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 | |
Equity Securities, FV-NI, Noncurrent | 0 | 0 | |
Debt Securities, Trading, and Equity Securities, FV-NI | 0 | 0 | |
Assets, Fair Value Disclosure | 0 | 0 | |
Deferred Compensation Cash-based Arrangements, Liability, Current and Noncurrent | 0 | 0 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 | |
Equity Securities, FV-NI, Noncurrent | 114,940 | 102,355 | |
Debt Securities, Trading, and Equity Securities, FV-NI | 0 | 0 | |
Assets, Fair Value Disclosure | 114,940 | 102,355 | |
Deferred Compensation Cash-based Arrangements, Liability, Current and Noncurrent | 0 | 0 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | 0 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 114,940 | 102,355 | $ 0 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases | 11,420 | 99,723 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | $ 1,165 | $ 2,632 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation | $ 4,030 | $ 4,781 | $ 8,316 | $ 9,904 | |
Property, Plant and Equipment, Gross | 344,844 | 344,844 | $ 338,832 | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (236,803) | (236,803) | (229,353) | ||
Property, Plant and Equipment, Net | 108,041 | 108,041 | 109,479 | ||
Cost of goods sold | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation | 171 | 147 | 338 | 301 | |
Technology | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation | 2,946 | 3,594 | 6,146 | 7,469 | |
General and administrative | |||||
Property, Plant and Equipment [Line Items] | |||||
Depreciation | 913 | 1,040 | 1,832 | 2,134 | |
Software Development [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Capitalized Computer Software, Additions | 2,343 | 1,758 | 4,112 | 3,462 | |
Capitalized Computer Software, Amortization | 1,555 | $ 1,774 | 3,281 | $ 3,582 | |
Computer hardware and software, including internal-use software and website development | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 230,901 | 230,901 | 225,256 | ||
Building | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 69,339 | 69,339 | 69,293 | ||
Furniture and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 12,451 | 12,451 | 12,067 | ||
Land | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 12,781 | 12,781 | 12,781 | ||
Leasehold improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 2,538 | 2,538 | 2,601 | ||
Building machinery and equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | 9,809 | 9,809 | 9,809 | ||
Land improvements | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, Plant and Equipment, Gross | $ 7,025 | $ 7,025 | $ 7,025 |
EQUITY SECURITIES (Details)
EQUITY SECURITIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Apr. 23, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investments | $ 350,200 | $ 350,200 | |||
Income (Loss) from Equity Method Investments | (2,284) | (3,748) | |||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | 0 | 1,165 | |||
Consolidated net income | 7,147 | $ 309,777 | 17,270 | $ 325,669 | |
Payments to Acquire Equity Method Investments | 11,420 | 0 | |||
Payments to Acquire Equity Method Investments | 11,420 | $ 0 | |||
Fair Value, Inputs, Level 3 [Member] | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Securities, FV-NI | 114,900 | 114,900 | |||
Equity Securities, FV-NI | 114,900 | 114,900 | |||
tZero.com, Inc. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Revenues | 820 | 1,560 | |||
Income (Loss), Including Portion Attributable to Noncontrolling Interest, before Tax | (8,067) | (13,447) | |||
Consolidated net income | $ (8,816) | $ (13,196) | |||
Overstock.com, Inc. | Medici Ventures, L.P. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 99% | 99% | |||
Overstock.com, Inc. | tZero.com, Inc. | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 31% | 31% | |||
Payments to Acquire Equity Method Investments | $ 7,500 | ||||
Equity Method Investment, Capital Commitments Required | 15,000 | ||||
Equity Method Investment, Capital Commitments Remaining | $ 7,500 | 7,500 | |||
Payments to Acquire Equity Method Investments | 7,500 | ||||
Equity Method Investment, Capital Commitments Required | 15,000 | ||||
Equity Method Investment, Capital Commitments Remaining | $ 7,500 | $ 7,500 | |||
Overstock.com, Inc. | SpeedRoute, LLC | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 49% | 49% | |||
Payments to Acquire Equity Method Investments | $ 3,900 | ||||
Payments to Acquire Equity Method Investments | $ 3,900 |
BORROWINGS (Details)
BORROWINGS (Details) - USD ($) $ in Thousands | Mar. 06, 2020 | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Long-term Debt | $ 36,248 | $ 37,984 | |
Senior Notes | |||
Debt Instrument [Line Items] | |||
Minimum Net Worth Required for Compliance | 15,000 | ||
Minimum Liquid Assets | 1,000 | ||
Minimum Net Worth Required for Mezzanine Note Duration | 30,000 | ||
Minimum Liquid Assets Compliance for Duration of Mezzanine Note | 3,000 | ||
Mezzanine Note [Member] | |||
Debt Instrument [Line Items] | |||
Minimum Net Worth Required for Compliance | 30,000 | ||
Minimum Liquid Assets | 3,000 | ||
Loan Core Capital Funding Corporation [Member] | |||
Debt Instrument [Line Items] | |||
Senior & Mezzanine Note Total Outstanding | 39,700 | ||
Debt Issuance Costs, Net | 453 | ||
Other Liabilities, Current | $ 3,400 | ||
Loan Core Capital Funding Corporation [Member] | Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term Debt | $ 34,500 | ||
Annual interest rate | 4.242% | ||
Long-term Debt, Term | 10 years | ||
Loan Core Capital Funding Corporation [Member] | Mezzanine Note [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt | $ 13,000 | ||
Annual interest rate | 5.002% | ||
Long-term Debt, Term | 10 years | ||
Long-term Debt, Principal and Interest Only Payments | 46 months | ||
Loan Core Capital Funding Corporation [Member] | Senior and Mezzanine Blended Rate [Member] | |||
Debt Instrument [Line Items] | |||
Annual interest rate | 4.45% |
LEASES - Additional Information
LEASES - Additional Information (Details) | Jun. 30, 2022 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term (in years) | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term (in years) | 5 years |
LEASES - Components of Lease Co
LEASES - Components of Lease Cost and Other Operating Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Lease, Cost [Abstract] | |||||
Operating lease cost | $ 1,569 | $ 1,497 | $ 3,078 | $ 3,638 | |
Variable lease cost | $ 264 | $ 328 | 762 | 716 | |
Cash payments included in operating cash flows from lease arrangements | 3,159 | 3,760 | |||
Derecognition of Right-of-Use Assets | $ 0 | $ 527 | |||
Weighted-average remaining lease term—operating leases | 2 years 3 months 21 days | 2 years 3 months 21 days | 2 years 8 months 19 days | ||
Weighted-average discount rate—operating leases | 7% | 7% | 7% |
LEASES - Operating Lease Maturi
LEASES - Operating Lease Maturities and Future Minimum Payments (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Operating Leases After Adoption of 842 | |
2022 (Remainder) | $ 3,137 |
2023 | 4,935 |
2024 | 2,831 |
2025 | 685 |
2026 | 250 |
Thereafter | 83 |
Total lease payments | 11,921 |
Less interest | 1,065 |
Present value of lease liabilities | $ 10,856 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Loss contingency, legal proceedings | ||
Accrued liabilities for contingencies | $ 60 | $ 165 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock (Details) $ / shares in Units, $ in Millions | Jun. 10, 2022 USD ($) $ / shares shares | Jun. 30, 2022 vote shares | Dec. 31, 2021 shares | Jun. 30, 2021 shares |
Class of Stock [Line Items] | ||||
Common Stock, Number of Votes | vote | 1 | |||
Preferred Stock, Conversion Price | $ / shares | $ 0.90 | |||
Deemed Dividend | $ | $ 1.7 | |||
Stock Issued During Period, Shares, Conversion of Preferred Stock | 4,097,697 | |||
Series A-1 Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares outstanding | 0 | 4,204,000 | ||
Preferred stock | Series A-1 Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares outstanding | 0 | 4,204,000 |
STOCKHOLDERS' EQUITY - JonesTra
STOCKHOLDERS' EQUITY - JonesTrading Agreements (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Class of Stock [Line Items] | |
Common Stock, Aggregate Offering Price | $ 150,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Aug. 17, 2021 | |
Equity [Abstract] | |||
Stock Repurchase Program, Authorized Amount | $ 100,000,000 | ||
Accumulated deficit | |||
Class of Stock [Line Items] | |||
Treasury Stock, Retired, Cost Method, Amount | $ 306,000 | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Payments for Repurchase of Common Stock | $ 34,900,000 | $ 59,800,000 | |
Average price per share of shares repurchased (in dollars per share) | $ 30.69 | $ 36.16 | |
Series A-1 Preferred Stock | |||
Class of Stock [Line Items] | |||
Payments for Repurchase of Preferred Stock and Preference Stock | $ 50,000 | $ 306,000 | |
Average price per share of shares repurchased (in dollars per share) | $ 31.30 | $ 42.16 | |
Treasury Stock, Shares, Retired | 7,244 |
STOCK-BASED AWARDS - Stock-base
STOCK-BASED AWARDS - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 4,695 | $ 2,802 | $ 9,334 | $ 5,107 |
Cost of Sales [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 13 | 20 | 67 | 31 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 245 | 338 | 590 | 595 |
Technology [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | 1,942 | 866 | 3,782 | 1,523 |
General and Administrative Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 2,495 | $ 1,578 | $ 4,895 | $ 2,958 |
STOCK-BASED AWARDS - Additional
STOCK-BASED AWARDS - Additional Information (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Weighted Average Grant Date Fair Value | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 51,026,000 | 46,625,000 |
Restricted Stock Awards | ||
Units | ||
Outstanding-beginning of year (in shares) | 663,000 | |
Granted at fair value (in shares) | 499,000 | |
Vested (in shares) | (261,000) | |
Forfeited (in shares) | (103,000) | |
Outstanding-end of period (in shares) | 798,000 | |
Weighted Average Grant Date Fair Value | ||
Outstanding-beginning of year (in dollars per share) | $ 56.37 | |
Granted at fair value (in dollars per share) | 45.75 | |
Vested (in dollars per share) | 36.16 | |
Forfeited (in dollars per share) | 56.33 | |
Outstanding-end of period (in dollars per share) | $ 56.37 | |
Restricted Stock Awards | First year | ||
Stock-Based Awards | ||
Annual award vesting percentage | 33.30% | |
Restricted Stock Awards | Second year | ||
Stock-Based Awards | ||
Annual award vesting percentage | 33.30% | |
Restricted Stock Awards | Third year | ||
Stock-Based Awards | ||
Annual award vesting percentage | 33.40% |
STOCK-BASED AWARDS - ESPP (Deta
STOCK-BASED AWARDS - ESPP (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
May 13, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | |
Stock-Based Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 25% | ||
Share-based Compensation Arrangement by Share-based Payment Award Monetary Cap | $ 21,250 | ||
Share-based Compensation Arrangement by Share-based Payment Award Offering Period Duration | 24 months | ||
Share-based Compensation Arrangement by Share-based Payment Award Number of Six Month Purchase Periods | 6 months | ||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 85% | ||
Employee Stock | |||
Stock-Based Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award Offering Period Duration | 24 months | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,000,000 | ||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 41,918 | ||
Stock Issued, Employee Stock Purchase Plan, Average Price Per Share | $ 48.37 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 3,000,000 | 3,000,000 | |
Employee Benefits and Share-based Compensation | $ 610,000 | $ 1,200,000 |
STOCK-BASED AWARDS (Details)
STOCK-BASED AWARDS (Details) shares in Millions | Jun. 30, 2022 shares |
Employee Stock | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 3 |
REVENUE AND CONTRACT LIABILIT_2
REVENUE AND CONTRACT LIABILITY Unearned Revenue (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Contract with Customer, Liability | $ 56,554 | $ 59,387 | $ 72,165 |
Increase (Decrease) in Contract with Customer, Liability | 40,935 | 51,384 | |
Contract with Customer, Liability, Revenue Recognized | $ (43,768) | $ (64,162) |
REVENUE AND CONTRACT LIABILIT_3
REVENUE AND CONTRACT LIABILITY Club O Reward Unearned Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Deferred Revenue, Current | $ 56,554 | $ 56,554 | $ 59,387 | ||
Gift Card and Club O Rewards Breakage | 1,100 | $ 1,400 | 2,200 | $ 2,800 | |
Club O Reward Points [Member] | |||||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||||
Deferred Revenue, Current | $ 11,400 | $ 11,400 | $ 10,000 |
REVENUE AND CONTRACT LIABILIT_4
REVENUE AND CONTRACT LIABILITY Sales Return Allowance (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Sales returns allowance [Abstract] | |||
Sales Return, Reserve for Sales Returns, Current | $ 14,045 | $ 13,923 | $ 19,190 |
Sales Returns, Additions To Reserve For Sales Returns | 89,219 | 237,622 | |
Deductions From Sales Returns, Current | $ (89,097) | $ (242,889) |
NET INCOME LOSS PER SHARE (Deta
NET INCOME LOSS PER SHARE (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 689 | 282 | 597 | 283 |
Employee Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 101 | 0 | 83 | 0 |
NET INCOME LOSS PER SHARE Incom
NET INCOME LOSS PER SHARE Income & Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Condensed Income Statements, Captions [Line Items] | ||||
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ 7,147 | $ 82,405 | $ 17,270 | $ 108,423 |
Preferred Stock Dividends and Other Adjustments | 1,697 | 182 | 1,697 | 365 |
Net Income (Loss) Available To Common Stockholders, Before Undistributed Earnings (Loss) Allocated To Participating Securities, Basic | 5,450 | 82,223 | 15,573 | 108,058 |
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic | 410 | 7,882 | 1,332 | 10,373 |
Net Income (Loss) from Continuing Operations Available to Common Shareholders, Basic | 5,040 | 74,341 | 14,241 | 97,685 |
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | 0 | 227,506 | 0 | 217,581 |
Undistributed Discontinued Operation Earnings (Loss), Allocation to Participating Securities, Basic | 0 | 21,810 | 0 | 20,886 |
Net Income (Loss) from Discontinued Operations Available to Common Shareholders, Basic | 0 | 205,696 | 0 | 196,695 |
Net Income (Loss) Available to Common Stockholders, Basic | $ 5,040 | $ 280,037 | $ 14,241 | $ 294,380 |
Weighted Average Number of Shares Outstanding, Basic | 43,072 | 43,009 | 43,062 | 42,948 |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 87 | 305 | 159 | 369 |
Weighted Average Number of Shares Outstanding, Diluted | 43,159 | 43,314 | 43,221 | 43,317 |
Income (Loss) from Continuing Operations, Per Basic Share | $ 0.12 | $ 1.73 | $ 0.33 | $ 2.27 |
Income (Loss) from Continuing Operations, Per Diluted Share | 0.12 | 1.72 | 0.33 | 2.26 |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share | 0 | 4.78 | 0 | 4.58 |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share | 0 | 4.75 | 0 | 4.54 |
Earnings Per Share, Basic | 0.12 | 6.51 | 0.33 | 6.85 |
Earnings Per Share, Diluted | $ 0.12 | $ 6.47 | $ 0.33 | $ 6.80 |