Cover
Cover - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 17, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | OVERSTOCK.COM, INC. | ||
Entity Central Index Key | 0001130713 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,100,000 | ||
Entity Common Stock, Shares Outstanding | 45,033,198 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-49799 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 799 West Coliseum Way | ||
Entity Address, Postal Zip Code | 84047 | ||
Entity Address, State or Province | UT | ||
Entity Address, City or Town | Midvale, | ||
Entity Tax Identification Number | 87-0634302 | ||
City Area Code | 801 | ||
Local Phone Number | 947-3100 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | OSTK | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | true | ||
Documents Incorporated by Reference | Certain information required by Part III of Form 10-K is incorporated by reference to the Registrant's proxy statement for the 2023 Annual Stockholders Meeting, which will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates . |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | Salt Lake City, Utah |
Auditor Firm ID | 185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 371,263 | $ 503,341 |
Restricted cash | 194 | 25 |
Accounts receivable, net of allowance for credit losses of $3,223 and $2,429 | 17,693 | 21,190 |
Inventories | 6,526 | 5,137 |
Prepaids and other current assets | 18,833 | 22,097 |
Total current assets | 414,509 | 551,790 |
Property and equipment, net | 109,906 | 109,479 |
Deferred tax assets, net | 41,439 | 40,035 |
Goodwill | 6,160 | 6,160 |
Equity securities, including securities measured at fair value of $82,823 and $102,529 | 296,317 | 342,682 |
Operating lease right-of-use assets | 7,460 | 12,584 |
Other long-term assets, net | 2,755 | 3,236 |
Total assets | 878,546 | 1,065,966 |
Current liabilities: | ||
Accounts payable | 75,130 | 102,293 |
Unearned revenue | 44,480 | 59,387 |
Accrued liabilities | 63,614 | 101,902 |
Operating lease liabilities, current | 4,410 | 5,402 |
Other current liabilities | 3,508 | 3,349 |
Total current liabilities | 191,142 | 272,333 |
Long-term debt, net | 34,476 | 37,984 |
Operating lease liabilities, non-current | 3,626 | 7,960 |
Other long-term liabilities | 3,476 | 3,303 |
Total liabilities | 232,720 | 321,580 |
Stockholders' equity: | ||
Common stock, $0.0001 par value, authorized shares - 100,000 | 5 | 4 |
Additional paid-in capital | 982,718 | 960,544 |
Accumulated deficit | (173,829) | (136,590) |
Accumulated other comprehensive loss | (522) | (537) |
Treasury stock at cost - 6,151 and 3,602 | (162,546) | (79,035) |
Equity attributable to stockholders of Overstock.com, Inc. | 645,826 | 744,386 |
Equity attributable to noncontrolling interests | 0 | 0 |
Total stockholders' equity | 645,826 | 744,386 |
Total liabilities and stockholders' equity | 878,546 | 1,065,966 |
Series A-1 | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, authorized shares - 5,000 | 0 | 0 |
Series B | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, authorized shares - 5,000 | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts Receivable, Allowance for Credit Loss, Current | $ (3,223) | $ (2,429) |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 51,102,000 | 46,625,000 |
Common stock, shares outstanding (in shares) | 44,951,000 | 43,023,000 |
Treasury stock (in shares) | 6,151,000 | 3,602,000 |
Series A-1 | ||
Preferred stock, shares issued (in shares) | 0 | 4,204,000 |
Preferred stock, shares outstanding (in shares) | 0 | 4,204,000 |
Series B | ||
Preferred stock, shares issued (in shares) | 0 | 357,000 |
Preferred stock, shares outstanding (in shares) | 0 | 357,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, net | |||||||||||
Net revenue | $ 404,896 | $ 460,279 | $ 528,122 | $ 536,037 | $ 612,659 | $ 689,390 | $ 794,536 | $ 659,861 | $ 1,929,334 | $ 2,756,446 | $ 2,493,915 |
Cost of Revenue [Abstract] | |||||||||||
Cost of goods sold | 315,341 | 352,807 | 407,017 | 410,825 | 473,815 | 532,682 | 619,710 | 506,337 | 1,485,990 | 2,132,544 | 1,922,559 |
Gross profit | 89,555 | 107,472 | 121,105 | 125,212 | 138,844 | 156,708 | 174,826 | 153,524 | 443,344 | 623,902 | 571,356 |
Operating expenses: | |||||||||||
Sales and marketing | 45,504 | 53,520 | 57,940 | 58,513 | 67,970 | 75,650 | 85,272 | 73,538 | 215,477 | 302,430 | 260,714 |
Technology | 27,999 | 29,628 | 30,542 | 32,989 | 30,917 | 31,178 | 30,383 | 30,523 | 121,158 | 123,001 | 116,248 |
General and administrative | 18,699 | 18,665 | 21,081 | 21,256 | 20,837 | 21,031 | 22,660 | 22,871 | 79,701 | 87,399 | 97,679 |
Total operating expenses | 92,202 | 101,813 | 109,563 | 112,758 | 119,724 | 127,859 | 138,315 | 126,932 | 416,336 | 512,830 | 474,641 |
Operating income | (2,647) | 5,659 | 11,542 | 12,454 | 19,120 | 28,849 | 36,511 | 26,592 | 27,008 | 111,072 | 96,715 |
Interest income (expense), net | 1,999 | 976 | 115 | (125) | (132) | (139) | (130) | (155) | 2,965 | (556) | (838) |
Other income (expense), net | (15,447) | (46,283) | (1,981) | (114) | 12,507 | (79) | 298 | (226) | (63,825) | 12,500 | 613 |
Income (loss) before income taxes from continuing operations | (16,095) | (39,648) | 9,676 | 12,215 | 31,495 | 28,631 | 36,679 | 26,211 | (33,852) | 123,016 | 96,490 |
Provision (benefit) for income taxes | (584) | (2,653) | 2,529 | 2,092 | (1,447) | (1,795) | (45,726) | 193 | 1,384 | (48,775) | 1,363 |
Income (loss) from continuing operations | (15,511) | (36,995) | 7,147 | 10,123 | 32,942 | 30,426 | 82,405 | 26,018 | (35,236) | 171,791 | 95,127 |
Income (loss) from discontinued operations, net of income taxes | 0 | 0 | 0 | 0 | 0 | 0 | 227,372 | (10,126) | 0 | 217,246 | (48,956) |
Consolidated net income (loss) | (15,511) | (36,995) | 7,147 | 10,123 | 32,942 | 30,426 | 309,777 | 15,892 | (35,236) | 389,037 | 46,171 |
Less: Net loss attributable to noncontrolling interests from discontinued operations | 0 | 0 | 0 | 0 | 0 | 0 | (134) | (201) | 0 | (335) | (9,830) |
Net income (loss) attributable to stockholders of Overstock.com, Inc. | $ (15,511) | $ (36,995) | $ 7,147 | $ 10,123 | $ 32,942 | $ 30,426 | $ 309,911 | $ 16,093 | $ (35,236) | $ 389,372 | $ 56,001 |
Net income (loss) attributable to common shares—basic | |||||||||||
Continuing operations | $ (0.34) | $ (0.81) | $ 0.12 | $ 0.21 | $ 0.69 | $ 0.64 | $ 1.73 | $ 0.57 | $ (0.83) | $ 3.60 | $ 2.13 |
Discontinued operations | 0 | 0 | 0 | 0 | 0 | 0 | 4.78 | (0.23) | 0 | 4.58 | (0.88) |
Total | (0.34) | (0.81) | 0.12 | 0.21 | 0.69 | 0.64 | 6.51 | 0.34 | (0.83) | 8.18 | 1.25 |
Net income (loss) attributable to common shares—diluted | |||||||||||
Continuing operations | (0.34) | (0.81) | 0.12 | 0.21 | 0.68 | 0.63 | 1.72 | 0.56 | (0.83) | 3.57 | 2.12 |
Discontinued operations | 0 | 0 | 0 | 0 | 0 | 0 | 4.75 | (0.23) | 0 | 4.54 | (0.88) |
Total | $ (0.34) | $ (0.81) | $ 0.12 | $ 0.21 | $ 0.68 | $ 0.63 | $ 6.47 | $ 0.33 | $ (0.83) | $ 8.11 | $ 1.24 |
Weighted average shares of common stock outstanding: | |||||||||||
Basic | 45,420 | 45,708 | 43,072 | 43,052 | 43,016 | 43,014 | 43,009 | 42,885 | 44,323 | 42,981 | 41,217 |
Diluted | 45,420 | 45,708 | 43,159 | 43,282 | 43,370 | 43,324 | 43,314 | 43,320 | 44,323 | 43,332 | 41,607 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Consolidated net income (loss) | $ (35,236) | $ 389,037 | $ 46,171 |
Unrealized gain on cash flow hedges, net of tax of $0, $0 and $0 | 15 | 16 | 15 |
Other comprehensive income | 15 | 16 | 15 |
Comprehensive income (loss) | (35,221) | 389,053 | 46,186 |
Less: Net loss attributable to noncontrolling interests from discontinued operations | 0 | (335) | (9,830) |
Comprehensive income (loss) attributable to stockholders of Overstock.com, Inc. | $ (35,221) | $ 389,388 | $ 56,016 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax | $ 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 | Series A-1 Preferred stock | Series B | Series B 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 (in shares) | 4,210,000 | ||||||||||||
Common stock, beginning balance (in shares) at Dec. 31, 2019 | 42,790,000 | 3,326,000 | |||||||||||
Beginning balance at Dec. 31, 2019 | $ (68,807,000) | $ 764,845,000 | $ (580,390,000) | $ (568,000) | $ 62,771,000 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Stock Issued During Period, Value, Conversion of Preferred Stock | $ 0 | ||||||||||||
Preferred stock, beginning balance (in shares) at Dec. 31, 2019 | 357,000 | ||||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 12,930,000 | ||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 0 | ||||||||||||
Change in noncontrolling interest ownership | 0 | 0 | |||||||||||
Noncontrolling Interest, Decrease from Deconsolidation | (1,837,000) | ||||||||||||
Proceeds from Sale of Treasury Stock | 0 | ||||||||||||
Adjustments To Additional Paid In Capital, Subsidiary Equity Award Tender Offer | 0 | ||||||||||||
Net income (loss) attributable to stockholders of Overstock.com, Inc. | $ 56,001,000 | 56,001,000 | |||||||||||
Preferred Stock Conversions, Inducements | 0 | ||||||||||||
Net other comprehensive income | 15,000 | 15,000 | |||||||||||
Tax withholding upon vesting of restricted stock | 2,592,000 | ||||||||||||
Treasury Stock, Retired, Cost Method, Amount | 0 | ||||||||||||
Stock Issued During Period, Value, Treasury Stock Reissued | $ 0 | ||||||||||||
Net loss attributable to noncontrolling interests | (9,830,000) | ||||||||||||
Common stock issued upon vesting of restricted stock | 710,000 | ||||||||||||
Common stock sold through offerings | 2,831,000 | ||||||||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 0 | ||||||||||||
Tax withholding upon vesting of employee stock awards | 237,000 | ||||||||||||
Stock Issued During Period, Shares, Treasury Stock Reissued | 0 | ||||||||||||
Other | 406,000 | (113,000) | (464,000) | ||||||||||
Treasury Stock, Shares, Acquired | 0 | 0 | |||||||||||
Treasury Stock, Shares, Retired | 0 | ||||||||||||
Preferred stock, ending balance (in shares) at Dec. 31, 2020 | 4,204,000 | 357,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Preferred Stock, Shares Converted | 0 | 0 | |||||||||||
Shares declared, not distributed | (6,000) | ||||||||||||
Conversion of preferred stock | 0 | ||||||||||||
Common stock, ending balance (in shares) at Dec. 31, 2020 | 46,331,000 | 3,563,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Common stock issued for ESPP purchases | 0 | ||||||||||||
Conversion and elimination of preferred stock | 0 | ||||||||||||
Proceeds from sale of common stock, net of offering costs | 195,540,000 | 192,692,000 | |||||||||||
Declaration and payment of preferred dividends | (731,000) | ||||||||||||
Repurchases of common and Series A-1 preferred stock | $ 0 | ||||||||||||
Ending balance at Dec. 31, 2020 | $ 436,326,000 | (71,399,000) | 970,873,000 | (525,233,000) | (553,000) | $ 373,692,000 | 62,634,000 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Paid in capital for noncontrolling interest | 5,000,000 | ||||||||||||
Fair value of noncontrolling interest at acquisition | 3,320,000 | ||||||||||||
Common stock, $0.0001 par value, authorized shares - 100,000 | $ 4,000 | ||||||||||||
Total shares of common stock outstanding | 42,768,000 | ||||||||||||
Preferred Stock, Value, Issued | $ 0 | ||||||||||||
Treasury Stock, Preferred, Value | 0 | ||||||||||||
Preferred stock, shares issued (in shares) | 4,204,000 | ||||||||||||
Stock Issued During Period, Value, Conversion of Preferred Stock | $ 0 | ||||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 11,700,000 | ||||||||||||
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 (loss) attributable to stockholders of Overstock.com, Inc. | $ 389,372,000 | 389,372,000 | |||||||||||
Preferred Stock Conversions, Inducements | 0 | ||||||||||||
Net other comprehensive income | 16,000 | 16,000 | |||||||||||
Tax withholding upon vesting of restricted stock | 8,279,000 | ||||||||||||
Treasury Stock, Retired, Cost Method, Amount | 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 | 294,000 | ||||||||||||
Common stock sold through offerings | 0 | ||||||||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 0 | ||||||||||||
Tax withholding upon vesting of employee stock awards | 86,000 | ||||||||||||
Stock Issued During Period, Shares, Treasury Stock Reissued | (47,000) | ||||||||||||
Other | 0 | 0 | 0 | ||||||||||
Treasury Stock, Shares, Acquired | 0 | 0 | |||||||||||
Treasury Stock, Shares, Retired | 0 | ||||||||||||
Preferred stock, ending balance (in shares) at Dec. 31, 2021 | 4,204,000 | 4,204,000 | 357,000 | 357,000 | |||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Preferred Stock, Shares Converted | 0 | 0 | |||||||||||
Shares declared, not distributed | 0 | ||||||||||||
Conversion of preferred stock | 0 | ||||||||||||
Common stock, ending balance (in shares) at Dec. 31, 2021 | 46,625,000 | 3,602,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Common stock issued for ESPP purchases | 0 | ||||||||||||
Conversion and elimination of preferred stock | 0 | ||||||||||||
Proceeds from sale of common stock, net of offering costs | 0 | 0 | |||||||||||
Declaration and payment of preferred dividends | (729,000) | ||||||||||||
Repurchases of common and Series A-1 preferred stock | $ 0 | ||||||||||||
Ending balance at Dec. 31, 2021 | 744,386,000 | (79,035,000) | 960,544,000 | (136,590,000) | (537,000) | 744,386,000 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Paid in capital for noncontrolling interest | 0 | ||||||||||||
Fair value of noncontrolling interest at acquisition | 0 | ||||||||||||
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 | $ 0 | ||||||||||
Treasury Stock, Preferred, Value | 0 | ||||||||||||
Preferred stock, shares issued (in shares) | 4,204,000 | 4,204,000 | 357,000 | ||||||||||
Stock Issued During Period, Value, Conversion of Preferred Stock | $ 1,000 | ||||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 18,318,000 | ||||||||||||
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 (loss) attributable to stockholders of Overstock.com, Inc. | $ (35,236,000) | (35,236,000) | |||||||||||
Preferred Stock Conversions, Inducements | (1,697,000) | ||||||||||||
Net other comprehensive income | 15,000 | 15,000 | |||||||||||
Tax withholding upon vesting of restricted stock | 3,700,000 | ||||||||||||
Treasury Stock, Retired, Cost Method, Amount | 306,000 | 306,000 | |||||||||||
Stock Issued During Period, Value, Treasury Stock Reissued | $ 0 | ||||||||||||
Net loss attributable to noncontrolling interests | 0 | ||||||||||||
Common stock issued upon vesting of restricted stock | 295,000 | ||||||||||||
Common stock sold through offerings | 0 | ||||||||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 84,000 | ||||||||||||
Tax withholding upon vesting of employee stock awards | 88,000 | ||||||||||||
Stock Issued During Period, Shares, Treasury Stock Reissued | 0 | ||||||||||||
Other | 34,000 | 0 | 0 | ||||||||||
Treasury Stock, Shares, Acquired | 2,461,000 | 7,000 | |||||||||||
Treasury Stock, Shares, Retired | 7,244 | 7,000 | |||||||||||
Preferred stock, ending balance (in shares) at Dec. 31, 2022 | 0 | 0 | 0 | 0 | |||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Preferred Stock, Shares Converted | (4,204,000) | 357,000 | |||||||||||
Shares declared, not distributed | 0 | ||||||||||||
Conversion of preferred stock | 4,098,000 | ||||||||||||
Common stock, ending balance (in shares) at Dec. 31, 2022 | 51,102,000 | 6,151,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Common stock issued for ESPP purchases | 2,779,000 | ||||||||||||
Conversion and elimination of preferred stock | 1,043,000 | ||||||||||||
Proceeds from sale of common stock, net of offering costs | 0 | 0 | |||||||||||
Declaration and payment of preferred dividends | 0 | ||||||||||||
Repurchases of common and Series A-1 preferred stock | $ (80,117,000) | ||||||||||||
Ending balance at Dec. 31, 2022 | 645,826,000 | $ (162,546,000) | $ 982,718,000 | $ (173,829,000) | $ (522,000) | $ 645,826,000 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||
Paid in capital for noncontrolling interest | 0 | ||||||||||||
Fair value of noncontrolling interest at acquisition | $ 0 | ||||||||||||
Common stock, $0.0001 par value, authorized shares - 100,000 | $ 5,000 | $ 5,000 | |||||||||||
Total shares of common stock outstanding | 44,951,000 | ||||||||||||
Preferred Stock, Value, Issued | $ 0 | $ 0 | $ 0 | ||||||||||
Treasury Stock, Preferred, Value | 0 | ||||||||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Statement of Cash Flows [Abstract] | |||
Consolidated net income (loss) | $ (35,236) | $ 389,037 | $ 46,171 |
(Income) loss from discontinued operations, net of income taxes | 0 | (217,246) | 48,956 |
Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 16,706 | 18,564 | 21,776 |
Non-cash operating lease cost | 5,304 | 5,021 | 4,971 |
Stock-based compensation to employees and directors | 18,318 | 11,133 | 7,841 |
(Increase) decrease in deferred tax assets, net | (1,404) | (53,829) | 35 |
(Income) loss from equity method securities | 63,923 | (12,585) | 0 |
Other non-cash adjustments | 185 | 1,537 | (542) |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | 3,805 | 1,677 | (6,715) |
Inventories | (1,389) | 1,106 | (403) |
Prepaids and other current assets | 4,076 | 2,958 | (5,358) |
Other long-term assets, net | (1,116) | (1,755) | (264) |
Accounts payable | (28,821) | (7,787) | 34,428 |
Accrued liabilities | (36,625) | (21,595) | 48,907 |
Unearned revenue | (14,907) | (12,778) | 31,049 |
Operating lease liabilities | (5,527) | (5,261) | (5,995) |
Other long-term liabilities | 173 | (150) | 1,769 |
Net cash provided by (used in) continuing operating activities | (12,535) | 98,047 | 226,626 |
Net cash used in discontinued operating activities | 0 | (17,128) | (30,152) |
Net cash provided by (used in) operating activities | (12,535) | 80,919 | 196,474 |
Cash flows from investing activities: | |||
Purchase of equity securities | (18,920) | 0 | 0 |
Contributions for capital calls | 0 | (41,122) | 0 |
Capital distribution from investment | 1,224 | 0 | 0 |
Expenditures for property and equipment | (14,899) | (13,617) | (14,874) |
Other investing activities, net | (439) | (1,694) | (397) |
Net cash used in continuing investing activities | (33,034) | (56,433) | (15,271) |
Net cash used in discontinued investing activities | 0 | (29,703) | (8,284) |
Net cash used in investing activities | (33,034) | (86,136) | (23,555) |
Cash flows from financing activities: | |||
Repurchase of shares | 80,117 | 0 | 0 |
Payments on long-term debt | (3,447) | (3,030) | (2,635) |
Proceeds from long-term debt | 0 | 0 | 47,500 |
Proceeds from sale of common stock, net of offering costs | 0 | 0 | 195,540 |
Payments of taxes withheld upon vesting of employee stock awards | (3,700) | (8,279) | (2,592) |
Proceeds from employee stock purchase plan | 924 | 0 | 0 |
Other financing activities, net | 0 | (1,374) | (6,449) |
Net cash provided by (used in) continuing financing activities | (86,340) | (12,683) | 231,364 |
Net cash provided by discontinued financing activities | 0 | 2,085 | 0 |
Net cash provided by (used in) financing activities | (86,340) | (10,598) | 231,364 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (131,909) | (15,815) | 404,283 |
Cash, cash equivalents, and restricted cash, beginning of year, inclusive of cash balances of discontinued operations | 503,366 | 519,181 | 114,898 |
Cash, cash equivalents, and restricted cash, end of year, inclusive of cash balances of discontinued operations | 371,457 | 503,366 | 519,181 |
Less: Cash, cash equivalents, and restricted cash of discontinued operations | 0 | 0 | 22,559 |
Cash, cash equivalents, and restricted cash, end of year | $ 371,457 | $ 503,366 | $ 496,622 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION Business and organization As used herein, "Overstock," "Overstock.com," "the Company," "we," "our" and similar terms include Overstock.com, Inc. and our majority-owned subsidiaries, unless the context indicates otherwise. We were formed on May 5, 1997 as D2-Discounts Direct, a limited liability company ("LLC"). On December 30, 1998, we were reorganized as a C Corporation in the State of Utah and reincorporated in Delaware in May 2002. On October 25, 1999, we changed our name to Overstock.com, Inc. Through our online business, we offer a wide selection of quality furniture, décor, area rugs, bedding and bath, home improvement, outdoor, and kitchen and dining items, among others. We sell our products and services through our Internet websites located at www.overstock.com, www.o.co, www.overstock.ca, and www.overstockgovernment.com (referred to collectively as the "Website") and through our mobile app. Although our four websites are located at different domain addresses, the technology, equipment, and processes supporting the Website and the process of order fulfillment described herein are the same for all four websites. Basis of presentation We have prepared the accompanying consolidated financial statements pursuant to generally accepted accounting principles in the United States ("GAAP"). Preparing financial statements requires us to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and accompanying disclosures. Although these estimates are based on our best knowledge of current events and actions that we may undertake in the future, our actual results may be different from our estimates. The results of operations presented herein are not necessarily indicative of our results for any future period. 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. ("tZERO"), our former subsidiaries, for the periods prior to their deconsolidation have been reflected in our consolidated statements of operations 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 4—Discontinued Operations for further information. |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. ACCOUNTING POLICIES AND SUPPLEMENTAL DISCLOSURES 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, inventory valuation, depreciable lives, equity securities valuation, income taxes, stock-based compensation, performance-based compensation, self-funded health insurance liabilities, and contingencies. Although these estimates are based on our best knowledge of current events and actions that we may undertake in the future, to the extent there are differences between these estimates and actual results, our consolidated financial statements may be materially affected. Supplemental cash flow information The following table shows supplemental cash flow information (in thousands): Year Ended December 31, 2022 2021 2020 Supplemental disclosures of cash flow information: Cash paid during the period: Interest paid, net of amounts capitalized $ 1,777 $ 1,775 $ 1,808 Income taxes paid, net 2,562 2,262 1,452 Non-cash investing and financing activities: Purchases of property and equipment included in accounts payable and accrued liabilities $ 2,527 $ 508 $ 336 See also Note 11—Leases for additional supplemental disclosures of cash flow information related to our leases. Cash equivalents We classify all highly liquid instruments, including instruments with an original maturity of three months or less at the time of purchase, as cash equivalents. Restricted cash We consider cash that is legally restricted and cash that is held as compensating balances for credit arrangements as restricted cash. Fair value of financial instruments We account for our assets and liabilities using a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. These two types of inputs have created the fair-value hierarchy below. This hierarchy requires us to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. • Level 1 —Quoted prices for identical instruments in active markets; • Level 2 —Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and • Level 3 —Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Our assets and liabilities that are adjusted to fair value on a recurring basis are cash equivalents, our equity securities under ASC 321, and deferred compensation liabilities, which fair values are determined using quoted market prices from daily exchange traded markets on the closing price as of the balance sheet date and are classified as Level 1. Our equity securities under ASC 323 accounted for under the fair value option are measured on a recurring basis using unobservable inputs (level 3). Our other financial instruments, including cash, restricted cash, accounts receivable, accounts payable, accrued liabilities, finance obligations, and debt are carried at cost, which approximates their fair value. Certain assets, including long-lived assets, certain equity securities under ASC 323, goodwill, cryptocurrencies, and other intangible assets, are measured at fair value on a nonrecurring basis; that is, the assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments using fair value measurements with unobservable inputs (level 3), apart from cryptocurrencies which use quoted prices from various digital currency exchanges with active markets in certain circumstances (e.g., when there is evidence of impairment). Accounts receivable, net Accounts receivable consist primarily of trade amounts due from customers in the United States and uncleared credit card transactions at period end. Accounts receivables are recorded at invoiced amounts and do not bear interest. We maintain an allowance for expected credit losses based upon our business customers' financial condition and payment history, our historical collection experience, and any future expected economic conditions. Inventories Inventories include merchandise acquired for resale and processed returns which are accounted for using a standard costing system which approximates the first-in-first-out ("FIFO") method of accounting and are valued at the lower of cost and net realizable value. Inventory valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, liquidations, and expected recoverable values of each disposition category. Prepaids and other current assets Prepaids and other current assets represent expenses paid prior to receipt of the related goods or services, including advertising, license fees, maintenance, packaging, insurance, prepaid inventories, other miscellaneous costs, and cryptocurrencies. Property and equipment, net Property and equipment are recorded at cost and stated net of depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the related assets or the term of the related finance lease, whichever is shorter, as follows: Life Building 40 Land improvements 20 Building machinery and equipment 15-20 Furniture and equipment 5-7 Computer hardware 3-4 Computer software, including internal-use software and website development 2-4 Leasehold improvements are amortized over the shorter of the term of the related leases or estimated useful lives. Included in property and equipment is the capitalized cost of internal-use software and website development, including software used to upgrade and enhance our Website and processes supporting our business. We capitalize costs incurred during the application development stage of internal-use software and amortize these costs over the estimated useful life. Costs incurred related to design or maintenance of internal-use software are expensed as incurred. Upon sale or retirement of assets, cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is reflected in our consolidated statements of operations. Initial valuation of retained noncontrolling interest in former subsidiaries During the second quarter of 2021, we measured our retained noncontrolling interest in former subsidiaries at fair value at the date of deconsolidation. In the absence of quoted market prices (since the equity of these entities is not traded on a public market), the fair value was determined in good faith under our valuation policy and process using generally accepted valuation approaches. We utilized an independent third party valuation firm to assist us in determining the fair values of our retained noncontrolling interest in former subsidiaries using a combination of a market approach and income approach. The market approach relied upon a comparison with guideline public companies or guideline transactions and entails selecting relevant financial information of the subject company, and capitalizing those amounts using valuation multiples that are based on empirical market observations. The income approach relied upon an analysis of its projected economic earnings discounted to present value (discounted cash flows). The fair value determination of our retained noncontrolling interest required the use of significant unobservable inputs (Level 3 inputs) as shown in the table within Note 4—Discontinued Operations. Due to the inherent uncertainty of determining the fair value of Level 3 securities that do not have a readily available market value, the determination of fair value required significant judgment or estimation and changes in the estimates and assumptions used in the valuation models could materially affect the determination of fair value for these assets. See Note 4—Discontinued Operations for further information. Equity securities under ASC 321 At December 31, 2022, we held minority interests (less than 20%) in certain public entities, accounted for under ASC Topic 321, Investments—Equity Securities ("ASC 321"), which are included in Equity securities at fair value in our consolidated balance sheets. We measure our ASC 321 equity securities at fair value (based on Level 1 inputs) with changes in fair value recorded in Other income (expense), net in our consolidated statements of operations. Dividends received are reported in earnings if and when received. Equity securities accounted for under the equity method under ASC 323 At December 31, 2022, we held minority interests in privately held entities, Medici Ventures, L.P., tZERO, and SpeedRoute, LLC ("SpeedRoute"), accounted for under the equity method under ASC Topic 323, Investments—Equity Method and Joint Ventures ("ASC 323"), which are included in Equity securities in our consolidated balance sheets. We can exercise significant influence, but not control, over these entities through holding more than a 20% voting interest. Based on the nature of our ownership interests and the extent of our contributed capital, we held a variable interest in Medici Ventures, L.P. and SpeedRoute, both of which meet the definition of variable interest entities; however, we are not the primary beneficiary of these entities for purposes of consolidation as we do not have the power (either explicit or implicit), through voting rights or otherwise, to direct the activities of Medici Ventures, L.P. and SpeedRoute that most significantly impact their economic performance. Our investments in these variable interest entities totaled $217.4 million as of December 31, 2022, representing our maximum exposures to loss. We record our proportionate share of Medici Ventures, L.P.'s net assets assuming the entity (i) liquidated its net assets at their book values and (ii) distributed the proceeds to the investors based on the distribution waterfall in the investment agreement, which reflects the fair value changes of the underlying investments of the entity, any investor-level adjustments, and any other operating income or losses of the entity, in Other income (expense), net in our consolidated statements of operations with corresponding adjustments to the carrying value of the asset. If such events or circumstances have occurred that may indicate the fair value of our equity interest is less than its carrying value, we estimate the fair value of our equity interest and recognize an impairment loss equal to the difference between the fair value of the security and its carrying value which is recorded in Other income (expense), net in our consolidated statements of operations. There is no difference between the carrying amount of our investment in the entity and the amount of underlying equity we have in the entity's net assets. We have elected to apply the fair value option for valuing our direct minority interests in tZERO and SpeedRoute as we determined that accounting for our direct minority interests in tZERO and SpeedRoute under the fair value option would approximate the same valuation approach used by Medici Ventures, L.P. for valuing our indirect interest in tZERO and SpeedRoute and would be the most meaningful and transparent option for evaluating our continued exposure to the economics of tZERO and SpeedRoute. The fair value was determined in good faith under our valuation policy and process using generally accepted valuation approaches through the use of a third-party valuation firm. Our assessment includes a review of recent operating results and trends, recent sales/acquisitions of the equity securities, and other publicly available data. The methods and significant assumptions to estimate the fair value of our direct minority interests in tZERO under the fair value option include using a market approach. The market approach relied upon market transaction valuations of the subject company, adjusted for enterprise value changes in guideline public companies. Due to the new Series B financing round led by the Intercontinental Exchange, the valuation approach used for valuing our direct interest in tZERO changed to a market approach using a transaction backsolve with an option pricing model valuation technique in the current period compared to a market approach with guideline public companies and income approach valuation technique in the prior period. The methods and significant assumptions to estimate the fair value of our direct minority interests in SpeedRoute under the fair value option include using a market approach based on recent market transaction valuations. The following table summarizes the valuation techniques and significant unobservable inputs used in the fair value measurement of our Level 3 equity securities: Investment Fair Value Valuation technique Unobservable inputs Inputs tZERO $ 78,867 Market approach - transaction backsolve with an option pricing model Term to liquidity 5.0 years Volatility 125% Percentage change in enterprise value for guideline public companies (32.4)% SpeedRoute 3,920 Market approach - recent transactions N/A N/A Total $ 82,787 A significant change in the term to liquidity, volatility, or percentage change in enterprise value for guideline public companies inputs could result in a significant change in the fair value measurement. Leases We determine if an arrangement is a lease at inception. We account for lease agreements as either operating or finance leases depending on certain defined criteria. Operating leases are recognized in Operating lease right-of-use ("ROU") assets, Operating lease liabilities, current, and Operating lease liabilities, non-current on our consolidated balance sheets. Finance leases are included in Other long-term assets, net, Other current liabilities, and Other long-term liabilities on our consolidated balance sheets. Lease assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. In certain of our lease agreements, we receive rent holidays and other incentives. We recognize lease costs on a straight-line basis over the lease term without regard to deferred payment terms, such as rent holidays, that defer the commencement date of required payments. Our lease terms may include options to extend or terminate the lease, and we adjust our measurement of the lease when it is reasonably certain that we will exercise that option. Lease payments used in measurement of the lease liability typically do not include executory costs, such as taxes, insurance, and maintenance, unless those costs can be reasonably estimated at lease commencement. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the life of the lease, without assuming renewal features, if any, are exercised. We do not separate lease and non-lease components for our leases. Treasury stock We account for treasury stock of our common shares under the cost method and include treasury stock as a component of stockholders' equity. Goodwill Goodwill represents the excess of the purchase price paid over the fair value of the net assets acquired in business combinations. Goodwill is not amortized but is tested for impairment at least annually or when we deem that a triggering event has occurred. When evaluating whether goodwill is impaired, we make a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment determines that it is more likely than not that its fair value is less than its carrying amount, we compare the fair value of the reporting unit to which the goodwill is assigned to its carrying amount. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to the excess of the carrying amount over the fair value of the reporting unit, not to exceed the carrying amount of the goodwill. There were no impairments to goodwill recorded during the years ended December 31, 2022, 2021 and 2020 and no other changes to the carrying amount of goodwill during the years ended December 31, 2022 and 2021. Our goodwill balance of $6.2 million as of December 31, 2022 and 2021 is net of accumulated impairment losses and other adjustments of $3.3 million. Impairment of long-lived assets We review property and equipment, right-of-use assets, and other long-lived assets, including intangible assets other than goodwill, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability is measured by a comparison of the assets' carrying amount to future undiscounted net cash flows the asset group is expected to generate. Cash flow forecasts are based on trends of historical performance and management's estimate of future performance, giving consideration to existing and anticipated competitive and economic conditions. If such asset group is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair values. There were no impairments to long-lived assets recorded during the years ended December 31, 2022, 2021 and 2020. Other long-term assets, net Other long-term assets, net consist primarily of long-term prepaid expenses and deposits. Revenue recognition Revenue is recognized when, or as, control of a promised product or service transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products or services. Revenue excludes taxes that have been assessed by governmental authorities and that are directly imposed on revenue-producing transactions between the Company and its customers, including sales and use taxes. Revenue recognition is evaluated through the following five-step process: 1) identification of the contract with a customer; 2) identification of the performance obligations in the contract; 3) determination of the transaction price; 4) allocation of the transaction price to the performance obligations in the contract; and 5) recognition of revenue when or as a performance obligation is satisfied. Product Revenue We derive our revenue primarily through our Website but may also derive revenue from sales of merchandise through other channels. Our revenue is derived primarily from merchandise sold at a point in time and shipped to customers. Merchandise sales are fulfilled with inventory sourced through our partners or from our owned inventory. The vast majority of our sales, however, are fulfilled from inventory sourced through our partners. Revenue is recognized when control of the product passes to the customer, typically at the date of delivery of the merchandise to the customer or the date a service is provided and is recognized in an amount that reflects the expected consideration to be received in exchange for such goods or services. As such, customer orders are recorded as unearned revenue prior to delivery of products or services ordered. As we ship high volumes of packages through multiple carriers, we use estimates to determine which shipments are delivered and, therefore, recognized as revenue at the end of the period. Our delivery date estimates are based on average shipping transit times, which are calculated using the following factors: (i) the type of shipping carrier (as carriers have different in-transit times); (ii) the fulfillment source (either our warehouses, those warehouses we control, or those of our partners); (iii) the delivery destination; and (iv) actual transit time experience, which shows that delivery date is typically one eight Generally, we require authorization from credit card or other payment vendors whose services we offer to our customers (such as PayPal, Apple Pay, Klarna), or verification of receipt of payment, before we ship products to consumers or business purchasers. We generally receive payments from our customers before our payments to our suppliers are due. We do not recognize assets associated with costs to obtain or fulfill a contract with a customer. Shipping and handling is considered a fulfillment activity, as it takes place prior to the customer obtaining control of the merchandise, and fees charged to customers are included in net revenue upon completion of our performance obligation. We present revenue net of sales taxes, discounts, and expected refunds. Our merchandise sales contracts include terms that could cause variability in the transaction price for items such as discounts, credits, or sales returns. Accordingly, the transaction price for product sales includes estimates of variable consideration to the extent it is probable that a significant reversal of revenue recognized will not occur. At the time of sale, we estimate a sales return liability for the variable consideration based on historical experience, which is recorded within Accrued liabilities in the consolidated balance sheet. We record an allowance for returns based on current period revenues and historical returns experience. We analyze actual historical returns, current economic trends and changes in order volume and acceptance of our products when evaluating the adequacy of the sales returns allowance in any accounting period. We evaluate the criteria outlined in ASC 606-10-55, Principal versus Agent Considerations , in determining whether it is appropriate to record the gross amount of merchandise sales and related costs or the net amount earned as commissions. When we are the principal in a transaction and control the specific good or service before it is transferred to the customer, revenue is recorded gross; otherwise, revenue is recorded on a net basis. Through contractual terms with our partners, we have the ability to control the promised goods or services and as a result record the majority of our revenue on a gross basis. Club O loyalty program We have a customer loyalty program called Club O for which we sell annual memberships. For Club O memberships, we record membership fees as unearned revenue and we recognize revenue ratably over the membership period. The Club O loyalty program allows members to earn Club O Reward dollars for qualifying purchases made on our Website. As such, the initial transaction price giving rise to the reward dollar is allocated to each separate performance obligation based upon its relative standalone selling price. In determining the stand-alone selling price, we incorporate assumptions about the redemption rates of loyalty points. We recognize revenue for Club O Reward dollars when customers redeem such rewards as part of a purchase on our Website. We record the standalone value of reward dollars earned in unearned revenue at the time the reward dollars are earned. Club O Reward dollars expire 90 days after the customer's Club O membership expires. We recognize estimated reward dollar breakage, to which we expect to be entitled, over the expected redemption period in proportion to actual redemptions by customers. Advertising Revenue Advertising revenues are derived primarily from sponsored links and display advertisements that are placed on our Website, distributed via email, or sent out as direct mailers. Advertising revenue is recognized in revenue when the advertising services are rendered. Advertising revenues were approximately 2% of total net revenues for all periods presented. Unearned Revenue When the timing of our provision of goods or services is different from the timing of the payments made by our customers, we recognize a contract liability (customer payment precedes performance). Customer orders are recorded as unearned revenue when payment is received prior to delivery of products or services ordered. We record amounts received for Club O membership fees as unearned revenue and we recognize it ratably over the membership period. We record Club O Reward dollars earned from purchases as unearned revenue at the time they are earned based upon the relative standalone selling price of the Club O Reward dollar and we recognize it as revenue in proportion to the estimated pattern of rights exercised by the customer. If reward dollars are not redeemed, we recognize revenue upon expiration. In addition, we sell gift cards and record related unearned revenue at the time of the sale. We sell gift cards without expiration dates and we recognize revenue from a gift card upon redemption of the gift card. The unredeemed portion of our gift cards are recognized in revenue over the expected redemption period based upon the estimated pattern of rights exercised by the customer, if the gift cards are not subject to escheat laws. Sales returns allowance Revenue is recorded net of estimated returns. We record an allowance for returns based on current period revenues and historical returns experience. We analyze actual historical returns, current economic trends and changes in order volume and acceptance of our products when evaluating the adequacy of the sales returns allowance in any accounting period. Cost of goods sold Our cost of goods sold includes product costs, warehousing costs, outbound shipping costs, handling and fulfillment costs, customer service costs, and merchant fees, and is recorded in the same period in which related revenues have been recorded. Advertising expense We expense the costs of producing advertisements the first time the advertising takes place and expense the cost of communicating advertising in the period during which the advertising space or airtime is used. Internet advertising expenses are recognized as incurred based on the terms of the individual agreements, which are generally: 1) a commission for traffic driven to our Website that generates a sale or 2) a referral fee based on the number of clicks on keywords or links to our Website generated during a given period. Advertising expense is included in Sales and marketing expenses in our consolidated statements of operations. Prepaid advertising is included in Prepaids and other current assets in our consolidated balance sheets. Stock-based compensation We measure compensation expense for our outstanding unvested restricted stock awards at fair value on the date of grant and recognize compensation expense over the service period for awards at the greater of a straight-line basis or on an accelerated schedule when vesting of the share-based awards exceeds a straight-line basis. 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. See Note 15—Stock-Based Awards. We use the Black-Scholes option pricing model to determine the fair value of our employee stock purchase plan shares. The determination of the fair value of stock-based payment awards on the date of grant using an option pricing model is affected by our stock price and assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the expected term of the awards, actual and projected employee stock option exercise behaviors, a risk-free interest rate and any expected dividends. Loss contingencies In the normal course of business, we are involved in legal proceedings and other potential loss contingencies. We accrue a liability for such matters when it is probable that a loss has been incurred and the amount, or range of amounts, can be reasonably estimated. When only a range of probable loss can be estimated, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. We expense legal fees as incurred (See Note 12—Commitments and Contingencies). Income taxes Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including projected future taxable income, scheduled reversals of our deferred tax liabilities, tax planning strategies, and results of recent operations. Our projections of future taxable income are subject to change due to economic outlook, political climate, and other conditions such as supply chain challenges, inflation, rising interest rates, and other macroeconomic conditions, and judgment is required in determining our ability to use our deferred tax assets. We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated income statements. Accrued interest and penalties are included within the related tax liability line in our consolidated balance sheets. Net income (loss) per share Our Series A-1 preferred stock and Series B preferred stock (collectively, the "Preferred Shares") were considered participating securities, and as a result, net income (loss) per share has historically been calculated using the two-class method. Under this method, we give effect to preferred dividends and then allocate undistributed net income (loss) attributable to participating securities (based on the weighted average percentage of shares outstanding) in determining net income (loss) attributable to common shares. In periods of net loss, a determination is also made on whether a participating security holder has an obligation to share in the losses before allocating to participating securities. As of December 31, 2022, there were no participating securities following our preferred stock conversion. See Note 14—Stockholders' Equity, Preferred stock conversion , for further information. Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common shares by the weighted average number of common shares outstanding during the period. |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 3. 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 as of December 31, 2022 and 2021, as indicated (in thousands): Fair Value Measurements at December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Cash equivalents—Money market mutual funds $ 252,650 $ 252,650 $ — $ — Equity securities, at fair value 82,823 36 — 82,787 Trading securities held in a "rabbi trust" (1) 399 399 — — Total assets $ 335,872 $ 253,085 $ — $ 82,787 Liabilities: Deferred compensation accrual "rabbi trust" (2) $ 396 $ 396 $ — $ — Total liabilities $ 396 $ 396 $ — $ — Fair Value Measurements at December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Cash equivalents—Money market mutual 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 Accrued liabilities and Other long-term liabilities in the consolidated balance sheets. The following table provides activity for our Level 3 investments during the periods presented (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 purchases of Level 3 investments 18,920 Decrease in fair value of Level 3 investments (38,488) Level 3 investments at December 31, 2022 $ 82,787 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | 4. DISCONTINUED OPERATIONS On January 25, 2021, we entered into an agreement with Medici Ventures, Pelion, and Pelion, Inc. (the "Medici Closing"), 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. At the Medici Closing, our retained equity interest in the Partnership and our direct minority interest in tZERO had a fair value of $288.8 million, inclusive of $3.4 million of capital calls funded at the Medici Closing. The fair value of these equity securities at the Medici Closing was estimated by taking the mid-point from a valuation range using a weighting of multiple valuation techniques on the underlying components of the equity securities to calculate a fair value for the whole, including discounted cash flow models and market transactional data, both of which incorporate significant unobservable inputs (Level 3). Approximately $149.9 million of the total $288.8 million Level 3 equity securities have been valued using unadjusted inputs that have not been internally developed by management, including third-party transactions and quotations. The significant unobservable inputs used in the $288.8 million fair value measurement of these Level 3 equity securities at the Medici Closing are summarized as follows: Valuation technique Unobservable inputs Range (1) Weighted average (2) Market approach Enterprise value to revenue multiple 0.88x 0.88x Discounted cash flows - exit multiple Discount rate 9.0% - 35.0% 32.4% Enterprise value to revenue multiple 0.75x - 5.00x 4.40x Projected terminal year 2023 - 2027 2025 Annual revenue growth rate 1.3% - 124.0% 109.4% Annual EBITDA % of revenues 5.2% - 41.2% 36.3% Discounted cash flows - perpetual growth Discount rate 30.0% 30.0% Projected terminal year 2028 2028 Perpetual revenue growth rate 3.0% 3.0% Annual revenue growth rate 25.7% 25.7% Annual EBITDA % of revenues 14.9% 14.9% __________________________________________ (1) — The range for the Annual revenue growth rate and Annual EBITDA % of revenues are based on the weighted average metrics for the annual periods of the separate cash flow models for the respective component. (2) — Unobservable inputs were weighted by the relative fair value based on the fair value of the underlying components subjected to the identified valuation technique. For projected terminal year, the amount represents the median of the inputs and is not a weighted average. We recognized a $243.5 million gain upon deconsolidation of these entities which primarily relates to the remeasurement of our retained equity method interest in the Partnership and our direct minority interest in tZERO at fair value, which was included in our consolidated statements of operations as part of Income (loss) from discontinued operations, net of income taxes. We completed the entire funding of our $44.6 million capital commitment consistent with our proportional ownership interest, which was completed and funded in the second quarter of 2021. Results of discontinued operations through the transaction date were as follows (in thousands): Year ended December 31, 2022 2021 2020 Net revenue $ — $ 17,394 $ 55,868 Cost of goods sold — 13,716 47,691 Gross profit — 3,678 8,177 Operating expenses Technology — 7,133 20,750 Selling, general, and administrative — 13,509 31,916 Total operating expenses — 20,642 52,666 Operating loss from discontinued operations — (16,964) (44,489) Interest income, net — 192 600 Other income (loss), net — 4,081 (5,441) Gain on deconsolidation — 243,541 — Income (loss) from discontinued operations before income taxes — 230,850 (49,330) Provision (benefit) for income taxes — 13,604 (374) Income (loss) from discontinued operations, net of income taxes $ — $ 217,246 $ (48,956) Less: Net loss attributable to noncontrolling interests from discontinued operations — (335) (9,830) Net income (loss) from discontinued operations attributable to stockholders of Overstock.com, Inc. $ — $ 217,581 $ (39,126) |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | 5. ACCOUNTS RECEIVABLE, NET Accounts receivable, net consist of the following (in thousands): December 31, 2022 2021 Credit card receivables, trade $ 10,595 $ 14,148 Accounts receivable, trade 5,760 6,501 Other receivables 4,561 2,970 20,916 23,619 Less: allowance for credit losses (3,223) (2,429) Total accounts receivable, net $ 17,693 $ 21,190 |
PREPAIDS AND OTHER ASSETS
PREPAIDS AND OTHER ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAIDS AND OTHER ASSETS | 6. PREPAIDS AND OTHER CURRENT ASSETS Prepaids and other current assets consist of the following (in thousands): December 31, 2022 2021 Prepaid maintenance $ 8,767 $ 10,780 Other current assets 5,467 5,071 Prepaid other 4,599 6,246 Total prepaids and other current assets $ 18,833 $ 22,097 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | 7. PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following (in thousands): December 31, 2022 2021 Computer hardware and software, including internal-use software and website development $ 240,148 $ 225,256 Building 69,350 69,293 Land 12,781 12,781 Furniture and equipment 12,642 12,067 Building machinery and equipment 9,791 9,809 Land improvements 7,060 7,025 Leasehold improvements 2,904 2,601 354,676 338,832 Less: accumulated depreciation (244,770) (229,353) Total property and equipment, net $ 109,906 $ 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): Year ended December 31, 2022 2021 2020 Capitalized internal-use software and website development $ 7,915 $ 6,126 $ 10,246 Depreciation of internal-use software and website development 6,571 7,237 10,262 Depreciation expense is classified within the corresponding operating expense categories in the consolidated statements of operations as follows (in thousands): Year ended December 31, 2022 2021 2020 Cost of goods sold $ 682 $ 605 $ 680 Technology 12,233 13,801 15,708 General and administrative 3,742 4,064 5,279 Total depreciation $ 16,657 $ 18,470 $ 21,667 |
EQUITY SECURITIES
EQUITY SECURITIES | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
EQUITY SECURITIES | 8. EQUITY SECURITIES Equity securities consist of the following (in thousands): December 31, 2022 2021 Equity securities accounted for under the equity method under ASC 323 $ 213,494 $ 240,153 Equity securities accounted for under the equity method under the fair value option 82,787 102,355 Equity securities under ASC 321 36 174 Total equity securities $ 296,317 $ 342,682 The following table includes our equity securities accounted for under the equity method (ASC 323) and related ownership interest as of December 31, 2022: Ownership Medici Ventures, L.P. 99% tZERO Group, Inc. 29% SpeedRoute, LLC 49% During the year ended December 31, 2022, we completed our investment of an additional $15.0 million in tZERO through their Series B financing round led by the Intercontinental Exchange. We also acquired an equity interest 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 for $3.9 million. The carrying amount of our equity method securities was $296.3 million at December 31, 2022, which is included in Equity securities on our consolidated balance sheets, of which $82.8 million is valued under the fair value option (tZERO and SpeedRoute). These investments are valued using Level 3 inputs, which represents 24.6% of assets measured at fair value. For our investments in Medici Ventures, L.P., 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, L.P. and the amount of underlying equity we have in the entity's net assets. The following table summarizes the net gain (loss) recognized on equity method securities recorded in Other income (expense), net in our consolidated statements of operations (in thousands): Years ended December 31, 2022 2021 Net gain (loss) recognized on our proportionate share of the net assets of our equity method securities $ (25,435) $ 9,953 Increase (decrease) in fair value of equity method securities held under fair value option (38,488) 2,632 Regulation S-X Rules 4-08(g) and 3-09 In accordance with SEC Rules 4-08(g) and 3-09 of Regulation S-X, we must determine which, if any, of our equity method securities is a "significant subsidiary". Regulation S-X mandates the use of three different tests to determine if any of our equity securities are significant subsidiaries: the investment test, the asset test, and the income test. The table below provides the summarized financial information required by Rule 4-08(g) for those equity method securities in aggregate that have met the significance criteria (in thousands): December 31, Balance Sheet (1) 2022 2021 Assets $ 122,015 $ 76,192 Liabilities (25,055) (21,683) Equity $ (96,960) $ (54,509) Years ended December 31, Results of Operations (1) 2022 2021 2020 Revenues $ 31,187 $ 20,800 $ 4,788 Pre-tax loss (37,619) (24,528) (36,533) Net loss (37,477) (24,590) (36,625) ___________________________________________ (1) The balance sheet and results of operations in the summarized financial information above excludes the financial information for the periods subsequent to the date an equity method investee ceased being accounted for under the equity method and only includes the financial information for the periods subsequent to the date an investee became an equity method investment and was accounted for under the equity method. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | 9. ACCRUED LIABILITIES Accrued liabilities consist of the following (in thousands): December 31, 2022 2021 Accounts payable accruals $ 14,343 $ 25,571 Accrued compensation and other related costs 12,018 21,910 Allowance for returns 10,222 13,923 Accrued marketing expenses 9,670 15,317 Accrued freight 7,880 10,982 Sales and other taxes payable 5,288 8,756 Other accrued expenses 4,193 5,443 Total accrued liabilities $ 63,614 $ 101,902 |
BORROWINGS
BORROWINGS | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | 10. 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 December 31, 2022, the total outstanding debt on these loans was $38.0 million, net of $404,000 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 $3.5 million. 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. The financial covenants require that Overstock maintain 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 is reduced to maintaining a net worth in excess of $15 million and minimum liquid assets of $1 million for the remainder of the term that the Senior Note is outstanding. We are in compliance with our debt covenants and continue to monitor our ongoing compliance with our debt covenants. Future principal payments on our total debt as of December 31, 2022, are as follows (in thousands): Payments due by period 2023 $ 3,606 2024 282 2025 — 2026 — 2027 — Thereafter 34,500 $ 38,388 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lessee, Operating Leases [Text Block] | 11. 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. Variable lease costs include executory costs, such as taxes, insurance, and maintenance. The components of lease expense were as follows (in thousands): Years ended December 31, 2022 2021 2020 Operating lease cost $ 5,975 $ 6,583 $ 6,352 Variable lease cost 1,489 1,702 1,536 The following tables provides a summary of other information related to leases (in thousands): Years ended December 31, 2022 2021 2020 Cash payments included in operating cash flows from lease arrangements $ 6,237 $ 6,478 $ 7,224 Right-of-use assets obtained in exchange for new operating lease liabilities 437 835 5,316 Derecognition of right-of-use assets due to reassessment of lease term 257 527 666 The following table provides a summary of balance sheet information related to leases: December 31, 2022 2021 Weighted-average remaining lease term—operating leases 2.04 years 2.72 years Weighted-average discount rate—operating leases 7 % 7 % Maturity of lease liabilities under our non-cancellable operating leases as of December 31, 2022, are as follows (in thousands): Payments due by period 2023 $ 4,816 2024 2,880 2025 689 2026 250 2027 83 Thereafter — Total lease payments 8,718 Less interest 682 Present value of lease liabilities $ 8,036 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 12. 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. The United States District Court of Utah granted the plaintiffs' motion to amend their complaint on January 6, 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. We are awaiting a ruling from the Tenth Circuit that heard oral argument on the appeal on February 9, 2023. 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 | 12 Months Ended |
Dec. 31, 2022 | |
INDEMNIFICATIONS AND GUARANTEES | |
INDEMNIFICATIONS AND GUARANTEES | 13. 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, |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 14. 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 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 classes by filing Certificates of Elimination with the Delaware Secretary of State. JonesTrading Sales Agreement We entered into an 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"), under which we may conduct "at the market" public offerings 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 years ended December 31, 2022 and 2021, we did not sell any shares of our common stock pursuant to the Sales Agreement. For the year ended December 31, 2020, we received $2.8 million of proceeds that was included in Accounts receivable, net on our consolidated balance sheet at December 31, 2019 for the sale of an aggregate 415,904 shares of our common stock under the prior iteration of the agreement that were executed in late December 2019. As of December 31, 2022, we had $150.0 million available under our "at the market" sales program. Common Stock Offering We completed a public offering of our common stock on August 14, 2020 and issued 2,415,000 shares of our common stock pursuant to an underwriting agreement, dated August 11, 2020, for proceeds totaling $192.7 million, net of $11.4 million in offering costs. 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. 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. For the year ended December 31, 2022, we repurchased $79.8 million of our common stock and $306,000 of our Series A-1 preferred stock under the Repurchase Program at average prices of $32.41 and $42.16 per share, respectively. As of December 31, 2022, we had $19.9 million available for future share repurchases under our current repurchase authorization through December 31, 2023. For the year ended December 31, 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 | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED AWARDS | 15. 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 operations as follows (in thousands): Years ended December 31, 2022 2021 2020 Cost of goods sold $ 132 $ 102 $ 169 Sales and marketing 693 987 799 Technology 7,659 3,799 1,654 General and administrative 9,834 6,245 5,219 Total stock-based compensation expense $ 18,318 $ 11,133 $ 7,841 Overstock restricted stock awards The Overstock.com, Inc. Amended and Restated 2005 Equity Incentive Plan provides for the grant of restricted stock units to employees and directors of the Company and other types of equity awards of the Company. The Compensation Committee of the Board of Directors approves grants of restricted stock awards to our officers, board members and employees. 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. At December 31, 2022, 1.3 million shares of stock remained available for future grants under the Plan. 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 fair value data): 2022 2021 2020 Units Weighted Units Weighted Units Weighted Outstanding—beginning of year 663 $ 56.37 639 $ 17.98 1,051 $ 26.22 Granted at fair value 618 42.75 415 92.29 484 10.39 Vested (295) 43.32 (294) 24.88 (710) 23.58 Forfeited (205) 57.77 (97) 52.26 (186) 23.43 Outstanding—end of year 781 $ 50.17 663 $ 56.37 639 $ 17.98 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. For the year ended December 31, 2022, 83,570 shares were purchased at an average price per share of $35.41. At December 31, 2022, approximately 2.9 million shares of common stock remained available under the ESPP. The ESPP is considered a compensatory plan and the fair value of the discount and the look-back period will be estimated using the Black-Scholes option pricing model and expense will be recognized straight-line over the 24-month offering period. For the year ended December 31, 2022, we recognized $2.4 million in share-based compensation expense related to the ESPP, which is included in the stock compensation expense table above combined with the expense associated with our restricted stock units. |
EMPLOYEE RETIREMENT PLAN
EMPLOYEE RETIREMENT PLAN | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
EMPLOYEE RETIREMENT PLAN | 16. EMPLOYEE RETIREMENT PLAN We have a 401(k) defined contribution plan which permits participating employees to defer a portion of their compensation, subject to limitations established by the Internal Revenue Code. During the years ended December 31, 2022, 2021 and 2020, employees who completed 3 months of service and are 21 years of age or older are qualified to participate in the plan which matches 100% of the first 6% of each participant's contributions to the plan subject to IRS limits. Matching contributions vest immediately. Participant contributions also vest immediately. Our matching contribution totaled $5.7 million, $5.2 million and $4.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. We made no discretionary contributions to eligible participants for the years ended December 31, 2022, 2021 and 2020, respectively. |
REVENUE AND CONTRACT LIABILITY
REVENUE AND CONTRACT LIABILITY | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
UNEARNED REVENUE | 17. REVENUE AND CONTRACT LIABILITY Unearned revenue Unearned revenue consists of the following (in thousands): December 31, 2022 2021 Club O membership fees and reward points $ 16,795 $ 16,701 In store credits 12,046 11,777 Unearned product revenue on undelivered product 10,932 20,689 Unearned product revenue on unshipped orders 3,536 9,107 Other 1,171 1,113 Total unearned revenue $ 44,480 $ 59,387 The following table provides information about unearned revenue from contracts with customers, including significant changes in unearned revenue balances during the period (in thousands): Amount Unearned revenue at December 31, 2020 $ 72,165 Increase due to deferral of revenue at period end, net 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, net 32,993 Decrease due to beginning contract liabilities recognized as revenue (47,900) Unearned revenue at December 31, 2022 $ 44,480 Our total unearned revenue related to outstanding Club O Reward dollars was $10.9 million and $10.0 million at December 31, 2022 and 2021, respectively. Breakage income related to Club O Reward dollars and gift cards is recognized in Net revenue in our consolidated statements of operations. Breakage included in revenue was $4.4 million, $6.9 million, and $5.4 million for the years ended December 31, 2022, 2021, and 2020, respectively. 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 deduction 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, 2019 $ 11,106 Additions to the allowance 204,810 Deductions from the allowance (196,726) 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 161,492 Deductions from the allowance (165,193) Allowance for returns at December 31, 2022 $ 10,222 |
OTHER INCOME (EXPENSE), NET
OTHER INCOME (EXPENSE), NET | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME, NET | 18. OTHER INCOME (EXPENSE), NET Other income (expense), net consisted of the following (in thousands): Years ended December 31, 2022 2021 2020 Income (loss) from equity method securities $ (63,923) $ 12,585 $ — Gain (loss) on equity securities (137) (1,238) 305 Other 235 1,153 308 Total other income (expense), net $ (63,825) $ 12,500 $ 613 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 19. INCOME TAXES For financial reporting purposes, income (loss) from continuing operations before income taxes includes the following components (in thousands): Years ended December 31, 2022 2021 2020 United States income (loss) $ (35,272) $ 121,180 $ 95,115 Foreign income 1,420 1,836 1,375 Total income (loss) from continuing operations before income taxes $ (33,852) $ 123,016 $ 96,490 The provision (benefit) for income taxes for 2022, 2021 and 2020 consists of the following (in thousands): Years ended December 31, 2022 2021 2020 Current: Federal $ 802 $ 532 $ — State 1,874 4,344 1,316 Foreign 112 183 68 Total current 2,788 5,059 1,384 Deferred: Federal (1,275) (49,045) — State (50) (4,763) — Foreign (79) (26) (21) Total deferred (1,404) (53,834) (21) Total provision (benefit) for income taxes $ 1,384 $ (48,775) $ 1,363 The provision (benefit) for income taxes for 2022, 2021 and 2020 differ from the amounts computed by applying the U.S. federal income tax rate of 21% to income (loss) before income taxes for the following reasons (in thousands): Year ended December 31, 2022 2021 2020 U.S. federal income tax provision (benefit) at statutory rate $ (7,109) $ 25,833 $ 20,263 State income tax expense, net of federal benefit (1,170) 5,734 3,224 Global intangible low-tax income 919 143 229 Non-deductible executive compensation 905 1,908 147 Stock based compensation expense 219 (3,851) 1,839 Other, net (67) (33) (34) Delaware gift card litigation reversal — — (1,022) Research and development credit (2,956) (1,419) (1,266) Change in valuation allowance 10,643 (77,090) (22,017) Total provision (benefit) for income taxes $ 1,384 $ (48,775) $ 1,363 The components of our deferred tax assets and liabilities as of December 31, 2022 and 2021 are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 20,711 $ 35,247 Research and development tax credits 20,549 19,551 Basis difference in equity securities 15,302 6,092 Capitalized software development 12,604 — Unearned revenue 5,694 5,431 Accrued expenses 4,259 5,750 Reserves and other 2,592 2,835 Operating lease liabilities 1,844 3,128 Other tax credits and carryforwards 288 207 Intangible assets 208 135 Gross deferred tax assets 84,051 78,376 Valuation allowance (21,459) (11,384) Total deferred tax assets 62,592 66,992 Deferred tax liabilities: Basis difference in equity securities (15,072) (20,831) Operating lease right-of-use assets (1,702) (3,077) Fixed assets (3,730) (2,264) Prepaid expenses (649) (785) Total deferred tax liabilities (21,153) (26,957) Total deferred tax assets (liabilities), net $ 41,439 $ 40,035 For tax years beginning on or after January 1, 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures, including software development, as defined under IRC Section 174, in the year incurred. Instead, taxpayers are required to amortize such expenditures over five years if incurred in the U.S. and over fifteen years if incurred in a foreign jurisdiction. This new requirement caused us to utilize significant federal and state tax net operating loss carryforwards in the current year. We will continue to utilize federal and state tax attributes at a faster rate than our financial statement earnings in the future and there may be increases to cash taxes paid unless legislation is passed that would defer, repeal, or otherwise modify these new requirements. This change also impacted certain other computations within our tax provision, such as our global intangible low-tax income and our research and development credit, increasing both items over prior years. At December 31, 2022, we have federal net operating loss carryforwards with no expiration date of approximately $73.6 million; the utilization of these net operating loss carryforwards is limited to 80% of taxable income in any given year. We have state net operating loss carryforwards with no expiration date of approximately $37.4 million primarily in the state of Utah; the utilization of these net operating loss carryforwards is limited to 80% of taxable income in the state in any given year. We also have state net operating loss carryforwards of approximately $68.9 million that expire between 2026 and 2039. At December 31, 2022, we have federal research credit carryforwards of approximately $23.2 million that expire between 2032 and 2042. We also have state research credit carryforwards of approximately $9.8 million that expire between 2023 and 2036. Ownership changes under Internal Revenue Code Section 382 could limit the amount of net operating losses or credit carryforwards that can be used in the future. Each quarter we assess the recoverability of our deferred tax assets under ASC Topic 740. We assess available positive and negative evidence to estimate whether we will generate sufficient future taxable income to use our existing deferred tax assets. We have no carryback ability, and therefore we must rely on future taxable income, including tax planning strategies and future reversals of taxable temporary differences, to support their realizability. We maintain a valuation allowance against our deferred tax assets for capital losses and the state of Utah where not supported by future reversals of taxable temporary differences, because of the uncertainty regarding the realizability of these deferred tax assets. We will continue to monitor the need for a valuation allowance against our remaining deferred tax assets on a quarterly basis. A reconciliation of the beginning and ending unrecognized tax benefits, excluding interest and penalties, as of December 31, 2022, 2021 and 2020 is as follows (in thousands): Year ended December 31, 2022 2021 2020 Beginning balance $ 11,961 $ 9,638 $ 9,058 Additions for tax positions related to the current year 1,083 1,992 971 Additions (reductions) for tax positions taken in prior years 444 331 (35) Reduction due to settlements — — (301) Reduction due to cash payments — — (55) Ending balance $ 13,488 $ 11,961 $ 9,638 Included in the balance of unrecognized tax benefits as of December 31, 2022, 2021 and 2020, are approximately $13.5 million, $12.0 million, and $9.6 million, respectively, of tax benefits that, if recognized, would affect the effective tax rate. We believe it is reasonably possible that these unrecognized tax benefits will continue to increase in the future. Accrued interest and penalties on unrecognized tax benefits as of December 31, 2022 and 2021 were $1.1 million and $753,000, respectively. We are subject to taxation in the United States and various state and foreign jurisdictions. Tax years beginning in 2018 are subject to examination by taxing authorities, although net operating loss and credit carryforwards from all years are subject to examinations and adjustments for at least three years following the year in which the attributes are used. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | 20. NET INCOME (LOSS) PER SHARE The following table sets forth the computation of basic and diluted net income (loss) per common share for the periods indicated (in thousands, except per share data): Year ended December 31, 2022 2021 2020 Numerator: Income (loss) from continuing operations $ (35,236) $ 171,791 $ 95,127 Less: Preferred stock dividends—declared and accumulated 1,697 729 731 Undistributed income (loss) from continuing operations (36,933) 171,062 94,396 Less: Undistributed income (loss) allocated to participating securities — 16,409 6,427 Net income (loss) from continuing operations attributable to common stockholders $ (36,933) $ 154,653 $ 87,969 Income (loss) from discontinued operations $ — $ 217,581 $ (39,126) Less: Undistributed income (loss) allocated to participating securities — 20,870 (2,664) Net income (loss) from discontinued operations attributable to common stockholders — 196,711 (36,462) Net income (loss) attributable to common stockholders $ (36,933) $ 351,364 $ 51,507 Denominator: Weighted average shares of common shares outstanding—basic 44,323 42,981 41,217 Effect of dilutive securities: Restricted stock awards — 351 390 Weighted average shares of common shares outstanding—diluted 44,323 43,332 41,607 Net income (loss) from continuing operations per share of common stock: Basic $ (0.83) $ 3.60 $ 2.13 Diluted $ (0.83) $ 3.57 $ 2.12 Net income (loss) from discontinued operations per share of common stock: Basic $ — $ 4.58 $ (0.88) Diluted $ — $ 4.54 $ (0.88) Net income (loss) per share of common stock: Basic $ (0.83) $ 8.18 $ 1.25 Diluted $ (0.83) $ 8.11 $ 1.24 The following shares were excluded from the calculation of diluted shares outstanding as their effect would have been anti-dilutive (in thousands): Year ended December 31, 2022 2021 2020 Restricted stock units 781 170 228 Employee stock purchase plan 116 24 — |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | 21. BUSINESS SEGMENTS We evaluated our reportable segments in accordance with ASC Topic 280 Segment Reporting based on how we manage our business. At the conclusion of this evaluation, we concluded that we have one reportable segment, Retail, 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. The results of that segment are shown on our consolidated statements of operations as continuing operations. For the years ended December 31, 2022, 2021 and 2020, substantially all our revenues were attributable to customers in the United States. At December 31, 2022 and 2021, substantially all our property and equipment were located in the United States. |
QUARTERLY RESULTS OF OPERATIONS
QUARTERLY RESULTS OF OPERATIONS (unaudited) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY RESULTS OF OPERATIONS (unaudited) | 22. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) The following tables set forth our unaudited quarterly results of operations data for the eight most recent quarters for the period ended December 31, 2022. We have prepared this information on the same basis as the consolidated statements of operations and the information includes all adjustments that we consider necessary for a fair statement of its financial position and operating results for the quarters presented. Three Months Ended March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 (in thousands, except per share data) Consolidated Statement of Operations Data: Net revenue $ 536,037 $ 528,122 $ 460,279 $ 404,896 Cost of goods sold 410,825 407,017 352,807 315,341 Gross profit 125,212 121,105 107,472 89,555 Operating expenses: Sales and marketing 58,513 57,940 53,520 45,504 Technology 32,989 30,542 29,628 27,999 General and administrative 21,256 21,081 18,665 18,699 Total operating expenses 112,758 109,563 101,813 92,202 Operating income (loss) 12,454 11,542 5,659 (2,647) Interest income (expense), net (125) 115 976 1,999 Other expense, net (114) (1,981) (46,283) (15,447) Income (loss) before income taxes from continuing operations 12,215 9,676 (39,648) (16,095) Provision (benefit) for income taxes 2,092 2,529 (2,653) (584) Income (loss) from continuing operations 10,123 7,147 (36,995) (15,511) Income (loss) from discontinued operations, net of income taxes — — — — Consolidated net income (loss) $ 10,123 $ 7,147 $ (36,995) $ (15,511) Less: Net loss attributable to noncontrolling interests - discontinued operations — — — — Net income (loss) attributable to stockholders of Overstock.com, Inc. $ 10,123 $ 7,147 $ (36,995) $ (15,511) Net income (loss) attributable to common shares—basic Continuing operations $ 0.21 $ 0.12 $ (0.81) $ (0.34) Discontinued operations — — — — Total $ 0.21 $ 0.12 $ (0.81) $ (0.34) Net income (loss) attributable to common shares—diluted Continuing operations $ 0.21 $ 0.12 $ (0.81) $ (0.34) Discontinued operations — — — — Total $ 0.21 $ 0.12 $ (0.81) $ (0.34) Weighted average shares of common stock outstanding: Basic 43,052 43,072 45,708 45,420 Diluted 43,282 43,159 45,708 45,420 Three Months Ended March 31, 2021 June 30, 2021 September 30, 2021 December 31, 2021 (in thousands, except per share data) Consolidated Statement of Operations Data: Net revenue $ 659,861 $ 794,536 $ 689,390 $ 612,659 Cost of goods sold 506,337 619,710 532,682 473,815 Gross profit 153,524 174,826 156,708 138,844 Operating expenses: Sales and marketing 73,538 85,272 75,650 67,970 Technology 30,523 30,383 31,178 30,917 General and administrative 22,871 22,660 21,031 20,837 Total operating expenses 126,932 138,315 127,859 119,724 Operating income 26,592 36,511 28,849 19,120 Interest expense, net (155) (130) (139) (132) Other income (expense), net (226) 298 (79) 12,507 Income before income taxes from continuing operations 26,211 36,679 28,631 31,495 Provision (benefit) for income taxes 193 (45,726) (1,795) (1,447) Income from continuing operations 26,018 82,405 30,426 32,942 Income (loss) from discontinued operations, net of income taxes (10,126) 227,372 — — Consolidated net income $ 15,892 $ 309,777 $ 30,426 $ 32,942 Less: Net loss attributable to noncontrolling interests - discontinued operations (201) (134) — — Net income attributable to stockholders of Overstock.com, Inc. $ 16,093 $ 309,911 $ 30,426 $ 32,942 Net income (loss) attributable to common shares—basic Continuing operations $ 0.57 $ 1.73 $ 0.64 $ 0.69 Discontinued operations (0.23) 4.78 — — Total $ 0.34 $ 6.51 $ 0.64 $ 0.69 Net income (loss) attributable to common shares—diluted Continuing operations $ 0.56 $ 1.72 $ 0.63 $ 0.68 Discontinued operations (0.23) 4.75 — — Total $ 0.33 $ 6.47 $ 0.63 $ 0.68 Weighted average shares of common stock outstanding: Basic 42,885 43,009 43,014 43,016 Diluted 43,320 43,314 43,324 43,370 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 23. SUBSEQUENT EVENTS In January 2023, we invested $10 million through a convertible promissory note from GrainChain, Inc. The convertible promissory note bears interest at an annual interest rate of 5%. The convertible promissory note has a maturity date of January 3, 2025 at which time the outstanding principal balance and any unpaid accrued interest will automatically convert into shares of a newly created series of Preferred Stock issued by GrainChain, Inc. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | Schedule II Valuation and Qualifying Accounts (in thousands) Balance at Charged to Deductions / (Other Additions) Balance at Year ended December 31, 2022 Deferred tax valuation allowance $ 11,384 $ 10,075 $ — $ 21,459 Allowance for sales returns 13,923 161,492 165,193 10,222 Allowance for doubtful accounts 2,429 794 — 3,223 Year ended December 31, 2021 Deferred tax valuation allowance (1) $ 134,305 $ (77,090) $ 45,831 $ 11,384 Allowance for sales returns 19,190 237,622 242,889 13,923 Allowance for doubtful accounts 1,417 1,012 — 2,429 Year ended December 31, 2020 Deferred tax valuation allowance (1) $ 146,856 $ (13,066) $ (515) $ 134,305 Allowance for sales returns 11,106 204,810 196,726 19,190 Allowance for doubtful accounts 2,443 1,008 2,034 1,417 ___________________________________________ (1) Amounts contain continuing and discontinued operations |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
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, inventory valuation, depreciable lives, equity securities valuation, income taxes, stock-based compensation, performance-based compensation, self-funded health insurance liabilities, and contingencies. Although these estimates are based on our best knowledge of current events and actions that we may undertake in the future, to the extent there are differences between these estimates and actual results, our consolidated financial statements may be materially affected. |
Cash equivalents | Cash equivalentsWe classify all highly liquid instruments, including instruments with an original maturity of three months or less at the time of purchase, as cash equivalents. |
Restricted cash | Restricted cash |
Fair value of financial instruments | Fair value of financial instruments We account for our assets and liabilities using a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. These two types of inputs have created the fair-value hierarchy below. This hierarchy requires us to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. • Level 1 —Quoted prices for identical instruments in active markets; • Level 2 —Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and • Level 3 —Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Our assets and liabilities that are adjusted to fair value on a recurring basis are cash equivalents, our equity securities under ASC 321, and deferred compensation liabilities, which fair values are determined using quoted market prices from daily exchange traded markets on the closing price as of the balance sheet date and are classified as Level 1. Our equity securities under ASC 323 accounted for under the fair value option are measured on a recurring basis using unobservable inputs (level 3). Our other financial instruments, including cash, restricted cash, accounts receivable, accounts payable, accrued liabilities, finance obligations, and debt are carried at cost, which approximates their fair value. Certain assets, including long-lived assets, certain equity securities under ASC 323, goodwill, cryptocurrencies, and other intangible assets, are measured at fair value on a nonrecurring basis; that is, the assets are not measured at fair value on an ongoing basis, but are subject to fair value adjustments using fair value measurements with unobservable inputs (level 3), apart from cryptocurrencies which use quoted prices from various digital currency exchanges with active markets in certain circumstances (e.g., when there is evidence of impairment). |
Accounts receivable | Accounts receivable, net |
Allowance for doubtful accounts | We maintain an allowance for expected credit losses based upon our business customers' financial condition and payment history, our historical collection experience, and any future expected economic conditions. |
Inventories | Inventories Inventories include merchandise acquired for resale and processed returns which are accounted for using a standard costing system which approximates the first-in-first-out ("FIFO") method of accounting and are valued at the lower of cost and net realizable value. Inventory valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, liquidations, and expected recoverable values of each disposition category. |
Prepaids and other current assets | Prepaids and other current assetsPrepaids and other current assets represent expenses paid prior to receipt of the related goods or services, including advertising, license fees, maintenance, packaging, insurance, prepaid inventories, other miscellaneous costs, and cryptocurrencies. |
Property and equipment, net | Property and equipment, net Property and equipment are recorded at cost and stated net of depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the related assets or the term of the related finance lease, whichever is shorter, as follows: Life Building 40 Land improvements 20 Building machinery and equipment 15-20 Furniture and equipment 5-7 Computer hardware 3-4 Computer software, including internal-use software and website development 2-4 Leasehold improvements are amortized over the shorter of the term of the related leases or estimated useful lives. Included in property and equipment is the capitalized cost of internal-use software and website development, including software used to upgrade and enhance our Website and processes supporting our business. We capitalize costs incurred during the application development stage of internal-use software and amortize these costs over the estimated useful life. Costs incurred related to design or maintenance of internal-use software are expensed as incurred. |
Initial valuation of retained noncontrolling interest in former subsidiaries | Initial valuation of retained noncontrolling interest in former subsidiaries During the second quarter of 2021, we measured our retained noncontrolling interest in former subsidiaries at fair value at the date of deconsolidation. In the absence of quoted market prices (since the equity of these entities is not traded on a public market), the fair value was determined in good faith under our valuation policy and process using generally accepted valuation approaches. We utilized an independent third party valuation firm to assist us in determining the fair values of our retained noncontrolling interest in former subsidiaries using a combination of a market approach and income approach. The market approach relied upon a comparison with guideline public companies or guideline transactions and entails selecting relevant financial information of the subject company, and capitalizing those amounts using valuation multiples that are based on empirical market observations. The income approach relied upon an analysis of its projected economic earnings discounted to present value (discounted cash flows). The fair value determination of our retained noncontrolling interest required the use of significant unobservable inputs (Level 3 inputs) as shown in the table within Note 4—Discontinued Operations. Due to the inherent uncertainty of determining the fair value of Level 3 securities that do not have a readily available market value, the determination of fair value required significant judgment or estimation and changes in the estimates and assumptions used in the valuation models could materially affect the determination of fair value for these assets. See Note 4—Discontinued Operations for further information. |
Equity securities under ASC 321 | Equity securities under ASC 321 At December 31, 2022, we held minority interests (less than 20%) in certain public entities, accounted for under ASC Topic 321, Investments—Equity Securities ("ASC 321"), which are included in Equity securities at fair value in our consolidated balance sheets. We measure our ASC 321 equity securities at fair value (based on Level 1 inputs) with changes in fair value recorded in Other income (expense), net in our consolidated statements of operations. Dividends received are reported in earnings if and when received. Equity securities accounted for under the equity method under ASC 323 At December 31, 2022, we held minority interests in privately held entities, Medici Ventures, L.P., tZERO, and SpeedRoute, LLC ("SpeedRoute"), accounted for under the equity method under ASC Topic 323, Investments—Equity Method and Joint Ventures ("ASC 323"), which are included in Equity securities in our consolidated balance sheets. We can exercise significant influence, but not control, over these entities through holding more than a 20% voting interest. Based on the nature of our ownership interests and the extent of our contributed capital, we held a variable interest in Medici Ventures, L.P. and SpeedRoute, both of which meet the definition of variable interest entities; however, we are not the primary beneficiary of these entities for purposes of consolidation as we do not have the power (either explicit or implicit), through voting rights or otherwise, to direct the activities of Medici Ventures, L.P. and SpeedRoute that most significantly impact their economic performance. Our investments in these variable interest entities totaled $217.4 million as of December 31, 2022, representing our maximum exposures to loss. We record our proportionate share of Medici Ventures, L.P.'s net assets assuming the entity (i) liquidated its net assets at their book values and (ii) distributed the proceeds to the investors based on the distribution waterfall in the investment agreement, which reflects the fair value changes of the underlying investments of the entity, any investor-level adjustments, and any other operating income or losses of the entity, in Other income (expense), net in our consolidated statements of operations with corresponding adjustments to the carrying value of the asset. If such events or circumstances have occurred that may indicate the fair value of our equity interest is less than its carrying value, we estimate the fair value of our equity interest and recognize an impairment loss equal to the difference between the fair value of the security and its carrying value which is recorded in Other income (expense), net in our consolidated statements of operations. There is no difference between the carrying amount of our investment in the entity and the amount of underlying equity we have in the entity's net assets. We have elected to apply the fair value option for valuing our direct minority interests in tZERO and SpeedRoute as we determined that accounting for our direct minority interests in tZERO and SpeedRoute under the fair value option would approximate the same valuation approach used by Medici Ventures, L.P. for valuing our indirect interest in tZERO and SpeedRoute and would be the most meaningful and transparent option for evaluating our continued exposure to the economics of tZERO and SpeedRoute. The fair value was determined in good faith under our valuation policy and process using generally accepted valuation approaches through the use of a third-party valuation firm. Our assessment includes a review of recent operating results and trends, recent sales/acquisitions of the equity securities, and other publicly available data. The methods and significant assumptions to estimate the fair value of our direct minority interests in tZERO under the fair value option include using a market approach. The market approach relied upon market transaction valuations of the subject company, adjusted for enterprise value changes in guideline public companies. Due to the new Series B financing round led by the Intercontinental Exchange, the valuation approach used for valuing our direct interest in tZERO changed to a market approach using a transaction backsolve with an option pricing model valuation technique in the current period compared to a market approach with guideline public companies and income approach valuation technique in the prior period. The methods and significant assumptions to estimate the fair value of our direct minority interests in SpeedRoute under the fair value option include using a market approach based on recent market transaction valuations. The following table summarizes the valuation techniques and significant unobservable inputs used in the fair value measurement of our Level 3 equity securities: Investment Fair Value Valuation technique Unobservable inputs Inputs tZERO $ 78,867 Market approach - transaction backsolve with an option pricing model Term to liquidity 5.0 years Volatility 125% Percentage change in enterprise value for guideline public companies (32.4)% SpeedRoute 3,920 Market approach - recent transactions N/A N/A Total $ 82,787 A significant change in the term to liquidity, volatility, or percentage change in enterprise value for guideline public companies inputs could result in a significant change in the fair value measurement. |
Leases | LeasesWe determine if an arrangement is a lease at inception. We account for lease agreements as either operating or finance leases depending on certain defined criteria. Operating leases are recognized in Operating lease right-of-use ("ROU") assets, Operating lease liabilities, current, and Operating lease liabilities, non-current on our consolidated balance sheets. Finance leases are included in Other long-term assets, net, Other current liabilities, and Other long-term liabilities on our consolidated balance sheets. Lease assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. In certain of our lease agreements, we receive rent holidays and other incentives. We recognize lease costs on a straight-line basis over the lease term without regard to deferred payment terms, such as rent holidays, that defer the commencement date of required payments. Our lease terms may include options to extend or terminate the lease, and we adjust our measurement of the lease when it is reasonably certain that we will exercise that option. Lease payments used in measurement of the lease liability typically do not include executory costs, such as taxes, insurance, and maintenance, unless those costs can be reasonably estimated at lease commencement. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the life of the lease, without assuming renewal features, if any, are exercised. We do not separate lease and non-lease components for our leases. |
Treasury stock | Treasury stock We account for treasury stock of our common shares under the cost method and include treasury stock as a component of stockholders' equity. |
Goodwill | GoodwillGoodwill represents the excess of the purchase price paid over the fair value of the net assets acquired in business combinations. Goodwill is not amortized but is tested for impairment at least annually or when we deem that a triggering event has occurred. When evaluating whether goodwill is impaired, we make a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment determines that it is more likely than not that its fair value is less than its carrying amount, we compare the fair value of the reporting unit to which the goodwill is assigned to its carrying amount. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to the excess of the carrying amount over the fair value of the reporting unit, not to exceed the carrying amount of the goodwill. |
Impairment of long-lived assets | Impairment of long-lived assets |
Other long-term assets, net | Other long-term assets, net Other long-term assets, net consist primarily of long-term prepaid expenses and deposits. |
Revenue recognition | Revenue recognition Revenue is recognized when, or as, control of a promised product or service transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products or services. Revenue excludes taxes that have been assessed by governmental authorities and that are directly imposed on revenue-producing transactions between the Company and its customers, including sales and use taxes. Revenue recognition is evaluated through the following five-step process: 1) identification of the contract with a customer; 2) identification of the performance obligations in the contract; 3) determination of the transaction price; 4) allocation of the transaction price to the performance obligations in the contract; and 5) recognition of revenue when or as a performance obligation is satisfied. Product Revenue We derive our revenue primarily through our Website but may also derive revenue from sales of merchandise through other channels. Our revenue is derived primarily from merchandise sold at a point in time and shipped to customers. Merchandise sales are fulfilled with inventory sourced through our partners or from our owned inventory. The vast majority of our sales, however, are fulfilled from inventory sourced through our partners. Revenue is recognized when control of the product passes to the customer, typically at the date of delivery of the merchandise to the customer or the date a service is provided and is recognized in an amount that reflects the expected consideration to be received in exchange for such goods or services. As such, customer orders are recorded as unearned revenue prior to delivery of products or services ordered. As we ship high volumes of packages through multiple carriers, we use estimates to determine which shipments are delivered and, therefore, recognized as revenue at the end of the period. Our delivery date estimates are based on average shipping transit times, which are calculated using the following factors: (i) the type of shipping carrier (as carriers have different in-transit times); (ii) the fulfillment source (either our warehouses, those warehouses we control, or those of our partners); (iii) the delivery destination; and (iv) actual transit time experience, which shows that delivery date is typically one eight Generally, we require authorization from credit card or other payment vendors whose services we offer to our customers (such as PayPal, Apple Pay, Klarna), or verification of receipt of payment, before we ship products to consumers or business purchasers. We generally receive payments from our customers before our payments to our suppliers are due. We do not recognize assets associated with costs to obtain or fulfill a contract with a customer. Shipping and handling is considered a fulfillment activity, as it takes place prior to the customer obtaining control of the merchandise, and fees charged to customers are included in net revenue upon completion of our performance obligation. We present revenue net of sales taxes, discounts, and expected refunds. Our merchandise sales contracts include terms that could cause variability in the transaction price for items such as discounts, credits, or sales returns. Accordingly, the transaction price for product sales includes estimates of variable consideration to the extent it is probable that a significant reversal of revenue recognized will not occur. At the time of sale, we estimate a sales return liability for the variable consideration based on historical experience, which is recorded within Accrued liabilities in the consolidated balance sheet. We record an allowance for returns based on current period revenues and historical returns experience. We analyze actual historical returns, current economic trends and changes in order volume and acceptance of our products when evaluating the adequacy of the sales returns allowance in any accounting period. We evaluate the criteria outlined in ASC 606-10-55, Principal versus Agent Considerations , in determining whether it is appropriate to record the gross amount of merchandise sales and related costs or the net amount earned as commissions. When we are the principal in a transaction and control the specific good or service before it is transferred to the customer, revenue is recorded gross; otherwise, revenue is recorded on a net basis. Through contractual terms with our partners, we have the ability to control the promised goods or services and as a result record the majority of our revenue on a gross basis. Club O loyalty program We have a customer loyalty program called Club O for which we sell annual memberships. For Club O memberships, we record membership fees as unearned revenue and we recognize revenue ratably over the membership period. The Club O loyalty program allows members to earn Club O Reward dollars for qualifying purchases made on our Website. As such, the initial transaction price giving rise to the reward dollar is allocated to each separate performance obligation based upon its relative standalone selling price. In determining the stand-alone selling price, we incorporate assumptions about the redemption rates of loyalty points. We recognize revenue for Club O Reward dollars when customers redeem such rewards as part of a purchase on our Website. We record the standalone value of reward dollars earned in unearned revenue at the time the reward dollars are earned. Club O Reward dollars expire 90 days after the customer's Club O membership expires. We recognize estimated reward dollar breakage, to which we expect to be entitled, over the expected redemption period in proportion to actual redemptions by customers. Advertising Revenue Advertising revenues are derived primarily from sponsored links and display advertisements that are placed on our Website, distributed via email, or sent out as direct mailers. Advertising revenue is recognized in revenue when the advertising services are rendered. Advertising revenues were approximately 2% of total net revenues for all periods presented. Unearned Revenue When the timing of our provision of goods or services is different from the timing of the payments made by our customers, we recognize a contract liability (customer payment precedes performance). Customer orders are recorded as unearned revenue when payment is received prior to delivery of products or services ordered. We record amounts received for Club O membership fees as unearned revenue and we recognize it ratably over the membership period. We record Club O Reward dollars earned from purchases as unearned revenue at the time they are earned based upon the relative standalone selling price of the Club O Reward dollar and we recognize it as revenue in proportion to the estimated pattern of rights exercised by the customer. If reward dollars are not redeemed, we recognize revenue upon expiration. In addition, we sell gift cards and record related unearned revenue at the time of the sale. We sell gift cards without expiration dates and we recognize revenue from a gift card upon redemption of the gift card. The unredeemed portion of our gift cards are recognized in revenue over the expected redemption period based upon the estimated pattern of rights exercised by the customer, if the gift cards are not subject to escheat laws. Sales returns allowance Revenue is recorded net of estimated returns. We record an allowance for returns based on current period revenues and historical returns experience. We analyze actual historical returns, current economic trends and changes in order volume and acceptance of our products when evaluating the adequacy of the sales returns allowance in any accounting period. |
Cost of goods sold | Cost of goods sold |
Advertising expense | Advertising expense We expense the costs of producing advertisements the first time the advertising takes place and expense the cost of communicating advertising in the period during which the advertising space or airtime is used. Internet advertising expenses are recognized as incurred based on the terms of the individual agreements, which are generally: 1) a commission for traffic driven to our Website that generates a sale or 2) a referral fee based on the number of clicks on keywords or links to our Website generated during a given period. Advertising expense is included in Sales and marketing expenses in our consolidated statements of operations. Prepaid advertising is included in Prepaids and other current assets in our consolidated balance sheets. |
Stock-based compensation | Stock-based compensation We measure compensation expense for our outstanding unvested restricted stock awards at fair value on the date of grant and recognize compensation expense over the service period for awards at the greater of a straight-line basis or on an accelerated schedule when vesting of the share-based awards exceeds a straight-line basis. 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. See Note 15—Stock-Based Awards. We use the Black-Scholes option pricing model to determine the fair value of our employee stock purchase plan shares. The determination of the fair value of stock-based payment awards on the date of grant using an option pricing model is affected by our stock price and assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the expected term of the awards, actual and projected employee stock option exercise behaviors, a risk-free interest rate and any expected dividends. |
Loss contingencies | Loss contingencies In the normal course of business, we are involved in legal proceedings and other potential loss contingencies. We accrue a liability for such matters when it is probable that a loss has been incurred and the amount, or range of amounts, can be reasonably estimated. When only a range of probable loss can be estimated, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. We expense legal fees as incurred (See Note 12—Commitments and Contingencies). |
Income taxes | Income taxes Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including projected future taxable income, scheduled reversals of our deferred tax liabilities, tax planning strategies, and results of recent operations. Our projections of future taxable income are subject to change due to economic outlook, political climate, and other conditions such as supply chain challenges, inflation, rising interest rates, and other macroeconomic conditions, and judgment is required in determining our ability to use our deferred tax assets. We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated income statements. Accrued interest and penalties are included within the related tax liability line in our consolidated balance sheets. |
Net income (loss) per share | Net income (loss) per share Our Series A-1 preferred stock and Series B preferred stock (collectively, the "Preferred Shares") were considered participating securities, and as a result, net income (loss) per share has historically been calculated using the two-class method. Under this method, we give effect to preferred dividends and then allocate undistributed net income (loss) attributable to participating securities (based on the weighted average percentage of shares outstanding) in determining net income (loss) attributable to common shares. In periods of net loss, a determination is also made on whether a participating security holder has an obligation to share in the losses before allocating to participating securities. As of December 31, 2022, there were no participating securities following our preferred stock conversion. See Note 14—Stockholders' Equity, Preferred stock conversion , for further information. Basic net income (loss) per common share is computed by dividing net income (loss) attributable to common shares by the weighted average number of common shares outstanding during the period. |
Property, Plant, and Equipment
Property, Plant, and Equipment (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Capitalization of Internal Costs, Policy | 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): Year ended December 31, 2022 2021 2020 Capitalized internal-use software and website development $ 7,915 $ 6,126 $ 10,246 Depreciation of internal-use software and website development 6,571 7,237 10,262 |
ACCOUNTING POLICIES (Tables)
ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of supplemental cash flow information | Supplemental cash flow information The following table shows supplemental cash flow information (in thousands): Year Ended December 31, 2022 2021 2020 Supplemental disclosures of cash flow information: Cash paid during the period: Interest paid, net of amounts capitalized $ 1,777 $ 1,775 $ 1,808 Income taxes paid, net 2,562 2,262 1,452 Non-cash investing and financing activities: Purchases of property and equipment included in accounts payable and accrued liabilities $ 2,527 $ 508 $ 336 |
Schedule of estimated useful lives of the fixed assets | Property and equipment are depreciated using the straight-line method over the estimated useful lives of the related assets or the term of the related finance lease, whichever is shorter, as follows: Life Building 40 Land improvements 20 Building machinery and equipment 15-20 Furniture and equipment 5-7 Computer hardware 3-4 Computer software, including internal-use software and website development 2-4 |
Schedule of valuation techniques and unobservable inputs | The following table summarizes the valuation techniques and significant unobservable inputs used in the fair value measurement of our Level 3 equity securities: Investment Fair Value Valuation technique Unobservable inputs Inputs tZERO $ 78,867 Market approach - transaction backsolve with an option pricing model Term to liquidity 5.0 years Volatility 125% Percentage change in enterprise value for guideline public companies (32.4)% SpeedRoute 3,920 Market approach - recent transactions N/A N/A Total $ 82,787 Valuation technique Unobservable inputs Range (1) Weighted average (2) Market approach Enterprise value to revenue multiple 0.88x 0.88x Discounted cash flows - exit multiple Discount rate 9.0% - 35.0% 32.4% Enterprise value to revenue multiple 0.75x - 5.00x 4.40x Projected terminal year 2023 - 2027 2025 Annual revenue growth rate 1.3% - 124.0% 109.4% Annual EBITDA % of revenues 5.2% - 41.2% 36.3% Discounted cash flows - perpetual growth Discount rate 30.0% 30.0% Projected terminal year 2028 2028 Perpetual revenue growth rate 3.0% 3.0% Annual revenue growth rate 25.7% 25.7% Annual EBITDA % of revenues 14.9% 14.9% __________________________________________ (1) — The range for the Annual revenue growth rate and Annual EBITDA % of revenues are based on the weighted average metrics for the annual periods of the separate cash flow models for the respective component. (2) — Unobservable inputs were weighted by the relative fair value based on the fair value of the underlying components subjected to the identified valuation technique. For projected terminal year, the amount represents the median of the inputs and is not a weighted average. |
Fair Value Measures and Discl_2
Fair Value Measures and Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of financial instruments using levels of inputs | The following tables summarize our assets and liabilities measured at fair value on a recurring basis using the following levels of inputs as of December 31, 2022 and 2021, as indicated (in thousands): Fair Value Measurements at December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Cash equivalents—Money market mutual funds $ 252,650 $ 252,650 $ — $ — Equity securities, at fair value 82,823 36 — 82,787 Trading securities held in a "rabbi trust" (1) 399 399 — — Total assets $ 335,872 $ 253,085 $ — $ 82,787 Liabilities: Deferred compensation accrual "rabbi trust" (2) $ 396 $ 396 $ — $ — Total liabilities $ 396 $ 396 $ — $ — Fair Value Measurements at December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Cash equivalents—Money market mutual 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 Accrued liabilities and 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 during the periods presented (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 purchases of Level 3 investments 18,920 Decrease in fair value of Level 3 investments (38,488) Level 3 investments at December 31, 2022 $ 82,787 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of valuation techniques and unobservable inputs | The following table summarizes the valuation techniques and significant unobservable inputs used in the fair value measurement of our Level 3 equity securities: Investment Fair Value Valuation technique Unobservable inputs Inputs tZERO $ 78,867 Market approach - transaction backsolve with an option pricing model Term to liquidity 5.0 years Volatility 125% Percentage change in enterprise value for guideline public companies (32.4)% SpeedRoute 3,920 Market approach - recent transactions N/A N/A Total $ 82,787 Valuation technique Unobservable inputs Range (1) Weighted average (2) Market approach Enterprise value to revenue multiple 0.88x 0.88x Discounted cash flows - exit multiple Discount rate 9.0% - 35.0% 32.4% Enterprise value to revenue multiple 0.75x - 5.00x 4.40x Projected terminal year 2023 - 2027 2025 Annual revenue growth rate 1.3% - 124.0% 109.4% Annual EBITDA % of revenues 5.2% - 41.2% 36.3% Discounted cash flows - perpetual growth Discount rate 30.0% 30.0% Projected terminal year 2028 2028 Perpetual revenue growth rate 3.0% 3.0% Annual revenue growth rate 25.7% 25.7% Annual EBITDA % of revenues 14.9% 14.9% __________________________________________ (1) — The range for the Annual revenue growth rate and Annual EBITDA % of revenues are based on the weighted average metrics for the annual periods of the separate cash flow models for the respective component. (2) — Unobservable inputs were weighted by the relative fair value based on the fair value of the underlying components subjected to the identified valuation technique. For projected terminal year, the amount represents the median of the inputs and is not a weighted average. |
Disposal Groups, Including Discontinued Operations | Results of discontinued operations through the transaction date were as follows (in thousands): Year ended December 31, 2022 2021 2020 Net revenue $ — $ 17,394 $ 55,868 Cost of goods sold — 13,716 47,691 Gross profit — 3,678 8,177 Operating expenses Technology — 7,133 20,750 Selling, general, and administrative — 13,509 31,916 Total operating expenses — 20,642 52,666 Operating loss from discontinued operations — (16,964) (44,489) Interest income, net — 192 600 Other income (loss), net — 4,081 (5,441) Gain on deconsolidation — 243,541 — Income (loss) from discontinued operations before income taxes — 230,850 (49,330) Provision (benefit) for income taxes — 13,604 (374) Income (loss) from discontinued operations, net of income taxes $ — $ 217,246 $ (48,956) Less: Net loss attributable to noncontrolling interests from discontinued operations — (335) (9,830) Net income (loss) from discontinued operations attributable to stockholders of Overstock.com, Inc. $ — $ 217,581 $ (39,126) |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Accounts receivable, net consist of the following (in thousands): December 31, 2022 2021 Credit card receivables, trade $ 10,595 $ 14,148 Accounts receivable, trade 5,760 6,501 Other receivables 4,561 2,970 20,916 23,619 Less: allowance for credit losses (3,223) (2,429) Total accounts receivable, net $ 17,693 $ 21,190 |
PREPAIDS AND OTHER ASSETS (Tabl
PREPAIDS AND OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of prepaid and other assets | Prepaids and other current assets consist of the following (in thousands): December 31, 2022 2021 Prepaid maintenance $ 8,767 $ 10,780 Other current assets 5,467 5,071 Prepaid other 4,599 6,246 Total prepaids and other current assets $ 18,833 $ 22,097 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets | Property and equipment, net consist of the following (in thousands): December 31, 2022 2021 Computer hardware and software, including internal-use software and website development $ 240,148 $ 225,256 Building 69,350 69,293 Land 12,781 12,781 Furniture and equipment 12,642 12,067 Building machinery and equipment 9,791 9,809 Land improvements 7,060 7,025 Leasehold improvements 2,904 2,601 354,676 338,832 Less: accumulated depreciation (244,770) (229,353) Total property and equipment, net $ 109,906 $ 109,479 |
Schedule of depreciation and amortization expense which is classified within the corresponding operating expense categories on the consolidated statements of income | Depreciation expense is classified within the corresponding operating expense categories in the consolidated statements of operations as follows (in thousands): Year ended December 31, 2022 2021 2020 Cost of goods sold $ 682 $ 605 $ 680 Technology 12,233 13,801 15,708 General and administrative 3,742 4,064 5,279 Total depreciation $ 16,657 $ 18,470 $ 21,667 |
EQUITY SECURITIES (Tables)
EQUITY SECURITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Equity securities | Equity securities consist of the following (in thousands): December 31, 2022 2021 Equity securities accounted for under the equity method under ASC 323 $ 213,494 $ 240,153 Equity securities accounted for under the equity method under the fair value option 82,787 102,355 Equity securities under ASC 321 36 174 Total equity securities $ 296,317 $ 342,682 |
Equity Security Ownership Interest | The following table includes our equity securities accounted for under the equity method (ASC 323) and related ownership interest as of December 31, 2022: Ownership Medici Ventures, L.P. 99% tZERO Group, Inc. 29% SpeedRoute, LLC 49% |
Equity method investments | The following table summarizes the net gain (loss) recognized on equity method securities recorded in Other income (expense), net in our consolidated statements of operations (in thousands): Years ended December 31, 2022 2021 Net gain (loss) recognized on our proportionate share of the net assets of our equity method securities $ (25,435) $ 9,953 Increase (decrease) in fair value of equity method securities held under fair value option (38,488) 2,632 |
Equity Method Investments, Summarized Financial Information | The table below provides the summarized financial information required by Rule 4-08(g) for those equity method securities in aggregate that have met the significance criteria (in thousands): December 31, Balance Sheet (1) 2022 2021 Assets $ 122,015 $ 76,192 Liabilities (25,055) (21,683) Equity $ (96,960) $ (54,509) Years ended December 31, Results of Operations (1) 2022 2021 2020 Revenues $ 31,187 $ 20,800 $ 4,788 Pre-tax loss (37,619) (24,528) (36,533) Net loss (37,477) (24,590) (36,625) ___________________________________________ (1) The balance sheet and results of operations in the summarized financial information above excludes the financial information for the periods subsequent to the date an equity method investee ceased being accounted for under the equity method and only includes the financial information for the periods subsequent to the date an investee became an equity method investment and was accounted for under the equity method. |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities consist of the following (in thousands): December 31, 2022 2021 Accounts payable accruals $ 14,343 $ 25,571 Accrued compensation and other related costs 12,018 21,910 Allowance for returns 10,222 13,923 Accrued marketing expenses 9,670 15,317 Accrued freight 7,880 10,982 Sales and other taxes payable 5,288 8,756 Other accrued expenses 4,193 5,443 Total accrued liabilities $ 63,614 $ 101,902 |
BORROWINGS (Tables)
BORROWINGS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | Future principal payments on our total debt as of December 31, 2022, are as follows (in thousands): Payments due by period 2023 $ 3,606 2024 282 2025 — 2026 — 2027 — Thereafter 34,500 $ 38,388 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lease, Cost [Table Text Block] | The components of lease expense were as follows (in thousands): Years ended December 31, 2022 2021 2020 Operating lease cost $ 5,975 $ 6,583 $ 6,352 Variable lease cost 1,489 1,702 1,536 |
Other Lease Information | The following tables provides a summary of other information related to leases (in thousands): Years ended December 31, 2022 2021 2020 Cash payments included in operating cash flows from lease arrangements $ 6,237 $ 6,478 $ 7,224 Right-of-use assets obtained in exchange for new operating lease liabilities 437 835 5,316 Derecognition of right-of-use assets due to reassessment of lease term 257 527 666 |
Leases, Additional Financial Information | The following table provides a summary of balance sheet information related to leases: December 31, 2022 2021 Weighted-average remaining lease term—operating leases 2.04 years 2.72 years Weighted-average discount rate—operating leases 7 % 7 % |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturity of lease liabilities under our non-cancellable operating leases as of December 31, 2022, are as follows (in thousands): Payments due by period 2023 $ 4,816 2024 2,880 2025 689 2026 250 2027 83 Thereafter — Total lease payments 8,718 Less interest 682 Present value of lease liabilities $ 8,036 |
STOCK-BASED AWARDS (Tables)
STOCK-BASED AWARDS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Years ended December 31, 2022 2021 2020 Cost of goods sold $ 132 $ 102 $ 169 Sales and marketing 693 987 799 Technology 7,659 3,799 1,654 General and administrative 9,834 6,245 5,219 Total stock-based compensation expense $ 18,318 $ 11,133 $ 7,841 |
Summary of restricted stock award activity | The following table summarizes restricted stock award activity (in thousands, except fair value data): 2022 2021 2020 Units Weighted Units Weighted Units Weighted Outstanding—beginning of year 663 $ 56.37 639 $ 17.98 1,051 $ 26.22 Granted at fair value 618 42.75 415 92.29 484 10.39 Vested (295) 43.32 (294) 24.88 (710) 23.58 Forfeited (205) 57.77 (97) 52.26 (186) 23.43 Outstanding—end of year 781 $ 50.17 663 $ 56.37 639 $ 17.98 |
REVENUE AND CONTRACT LIABILITY
REVENUE AND CONTRACT LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of deferred revenue | Unearned revenue consists of the following (in thousands): December 31, 2022 2021 Club O membership fees and reward points $ 16,795 $ 16,701 In store credits 12,046 11,777 Unearned product revenue on undelivered product 10,932 20,689 Unearned product revenue on unshipped orders 3,536 9,107 Other 1,171 1,113 Total unearned revenue $ 44,480 $ 59,387 |
Schedule of deferred revenues | The following table provides information about unearned revenue from contracts with customers, including significant changes in unearned revenue balances during the period (in thousands): Amount Unearned revenue at December 31, 2020 $ 72,165 Increase due to deferral of revenue at period end, net 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, net 32,993 Decrease due to beginning contract liabilities recognized as revenue (47,900) Unearned revenue at December 31, 2022 $ 44,480 |
Schedule of sales returns allowance | The following table provides additions to and deduction 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, 2019 $ 11,106 Additions to the allowance 204,810 Deductions from the allowance (196,726) 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 161,492 Deductions from the allowance (165,193) Allowance for returns at December 31, 2022 $ 10,222 |
OTHER INCOME (EXPENSE), NET (Ta
OTHER INCOME (EXPENSE), NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income and Expenses [Abstract] | |
Schedule of other income, net | Other income (expense), net consisted of the following (in thousands): Years ended December 31, 2022 2021 2020 Income (loss) from equity method securities $ (63,923) $ 12,585 $ — Gain (loss) on equity securities (137) (1,238) 305 Other 235 1,153 308 Total other income (expense), net $ (63,825) $ 12,500 $ 613 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of income before income taxes | For financial reporting purposes, income (loss) from continuing operations before income taxes includes the following components (in thousands): Years ended December 31, 2022 2021 2020 United States income (loss) $ (35,272) $ 121,180 $ 95,115 Foreign income 1,420 1,836 1,375 Total income (loss) from continuing operations before income taxes $ (33,852) $ 123,016 $ 96,490 |
Schedule of provision (benefit) for income taxes | The provision (benefit) for income taxes for 2022, 2021 and 2020 consists of the following (in thousands): Years ended December 31, 2022 2021 2020 Current: Federal $ 802 $ 532 $ — State 1,874 4,344 1,316 Foreign 112 183 68 Total current 2,788 5,059 1,384 Deferred: Federal (1,275) (49,045) — State (50) (4,763) — Foreign (79) (26) (21) Total deferred (1,404) (53,834) (21) Total provision (benefit) for income taxes $ 1,384 $ (48,775) $ 1,363 |
Schedule of difference in income tax provision from amount computed by applying U.S. federal income tax rate of 35% to loss before income taxes | The provision (benefit) for income taxes for 2022, 2021 and 2020 differ from the amounts computed by applying the U.S. federal income tax rate of 21% to income (loss) before income taxes for the following reasons (in thousands): Year ended December 31, 2022 2021 2020 U.S. federal income tax provision (benefit) at statutory rate $ (7,109) $ 25,833 $ 20,263 State income tax expense, net of federal benefit (1,170) 5,734 3,224 Global intangible low-tax income 919 143 229 Non-deductible executive compensation 905 1,908 147 Stock based compensation expense 219 (3,851) 1,839 Other, net (67) (33) (34) Delaware gift card litigation reversal — — (1,022) Research and development credit (2,956) (1,419) (1,266) Change in valuation allowance 10,643 (77,090) (22,017) Total provision (benefit) for income taxes $ 1,384 $ (48,775) $ 1,363 |
Schedule of components of deferred tax assets and liabilities | The components of our deferred tax assets and liabilities as of December 31, 2022 and 2021 are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 20,711 $ 35,247 Research and development tax credits 20,549 19,551 Basis difference in equity securities 15,302 6,092 Capitalized software development 12,604 — Unearned revenue 5,694 5,431 Accrued expenses 4,259 5,750 Reserves and other 2,592 2,835 Operating lease liabilities 1,844 3,128 Other tax credits and carryforwards 288 207 Intangible assets 208 135 Gross deferred tax assets 84,051 78,376 Valuation allowance (21,459) (11,384) Total deferred tax assets 62,592 66,992 Deferred tax liabilities: Basis difference in equity securities (15,072) (20,831) Operating lease right-of-use assets (1,702) (3,077) Fixed assets (3,730) (2,264) Prepaid expenses (649) (785) Total deferred tax liabilities (21,153) (26,957) Total deferred tax assets (liabilities), net $ 41,439 $ 40,035 |
Schedule of reconciliation of beginning and ending tax contingencies, excluding interest and penalties | A reconciliation of the beginning and ending unrecognized tax benefits, excluding interest and penalties, as of December 31, 2022, 2021 and 2020 is as follows (in thousands): Year ended December 31, 2022 2021 2020 Beginning balance $ 11,961 $ 9,638 $ 9,058 Additions for tax positions related to the current year 1,083 1,992 971 Additions (reductions) for tax positions taken in prior years 444 331 (35) Reduction due to settlements — — (301) Reduction due to cash payments — — (55) Ending balance $ 13,488 $ 11,961 $ 9,638 |
NET INCOME LOSS PER SHARE (Tabl
NET INCOME LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 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 (loss) per common share for the periods indicated (in thousands, except per share data): Year ended December 31, 2022 2021 2020 Numerator: Income (loss) from continuing operations $ (35,236) $ 171,791 $ 95,127 Less: Preferred stock dividends—declared and accumulated 1,697 729 731 Undistributed income (loss) from continuing operations (36,933) 171,062 94,396 Less: Undistributed income (loss) allocated to participating securities — 16,409 6,427 Net income (loss) from continuing operations attributable to common stockholders $ (36,933) $ 154,653 $ 87,969 Income (loss) from discontinued operations $ — $ 217,581 $ (39,126) Less: Undistributed income (loss) allocated to participating securities — 20,870 (2,664) Net income (loss) from discontinued operations attributable to common stockholders — 196,711 (36,462) Net income (loss) attributable to common stockholders $ (36,933) $ 351,364 $ 51,507 Denominator: Weighted average shares of common shares outstanding—basic 44,323 42,981 41,217 Effect of dilutive securities: Restricted stock awards — 351 390 Weighted average shares of common shares outstanding—diluted 44,323 43,332 41,607 Net income (loss) from continuing operations per share of common stock: Basic $ (0.83) $ 3.60 $ 2.13 Diluted $ (0.83) $ 3.57 $ 2.12 Net income (loss) from discontinued operations per share of common stock: Basic $ — $ 4.58 $ (0.88) Diluted $ — $ 4.54 $ (0.88) Net income (loss) per share of common stock: Basic $ (0.83) $ 8.18 $ 1.25 Diluted $ (0.83) $ 8.11 $ 1.24 |
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): Year ended December 31, 2022 2021 2020 Restricted stock units 781 170 228 Employee stock purchase plan 116 24 — |
QUARTERLY RESULTS OF OPERATIO_2
QUARTERLY RESULTS OF OPERATIONS (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of unaudited quarterly results of operations data | The following tables set forth our unaudited quarterly results of operations data for the eight most recent quarters for the period ended December 31, 2022. We have prepared this information on the same basis as the consolidated statements of operations and the information includes all adjustments that we consider necessary for a fair statement of its financial position and operating results for the quarters presented. Three Months Ended March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 (in thousands, except per share data) Consolidated Statement of Operations Data: Net revenue $ 536,037 $ 528,122 $ 460,279 $ 404,896 Cost of goods sold 410,825 407,017 352,807 315,341 Gross profit 125,212 121,105 107,472 89,555 Operating expenses: Sales and marketing 58,513 57,940 53,520 45,504 Technology 32,989 30,542 29,628 27,999 General and administrative 21,256 21,081 18,665 18,699 Total operating expenses 112,758 109,563 101,813 92,202 Operating income (loss) 12,454 11,542 5,659 (2,647) Interest income (expense), net (125) 115 976 1,999 Other expense, net (114) (1,981) (46,283) (15,447) Income (loss) before income taxes from continuing operations 12,215 9,676 (39,648) (16,095) Provision (benefit) for income taxes 2,092 2,529 (2,653) (584) Income (loss) from continuing operations 10,123 7,147 (36,995) (15,511) Income (loss) from discontinued operations, net of income taxes — — — — Consolidated net income (loss) $ 10,123 $ 7,147 $ (36,995) $ (15,511) Less: Net loss attributable to noncontrolling interests - discontinued operations — — — — Net income (loss) attributable to stockholders of Overstock.com, Inc. $ 10,123 $ 7,147 $ (36,995) $ (15,511) Net income (loss) attributable to common shares—basic Continuing operations $ 0.21 $ 0.12 $ (0.81) $ (0.34) Discontinued operations — — — — Total $ 0.21 $ 0.12 $ (0.81) $ (0.34) Net income (loss) attributable to common shares—diluted Continuing operations $ 0.21 $ 0.12 $ (0.81) $ (0.34) Discontinued operations — — — — Total $ 0.21 $ 0.12 $ (0.81) $ (0.34) Weighted average shares of common stock outstanding: Basic 43,052 43,072 45,708 45,420 Diluted 43,282 43,159 45,708 45,420 Three Months Ended March 31, 2021 June 30, 2021 September 30, 2021 December 31, 2021 (in thousands, except per share data) Consolidated Statement of Operations Data: Net revenue $ 659,861 $ 794,536 $ 689,390 $ 612,659 Cost of goods sold 506,337 619,710 532,682 473,815 Gross profit 153,524 174,826 156,708 138,844 Operating expenses: Sales and marketing 73,538 85,272 75,650 67,970 Technology 30,523 30,383 31,178 30,917 General and administrative 22,871 22,660 21,031 20,837 Total operating expenses 126,932 138,315 127,859 119,724 Operating income 26,592 36,511 28,849 19,120 Interest expense, net (155) (130) (139) (132) Other income (expense), net (226) 298 (79) 12,507 Income before income taxes from continuing operations 26,211 36,679 28,631 31,495 Provision (benefit) for income taxes 193 (45,726) (1,795) (1,447) Income from continuing operations 26,018 82,405 30,426 32,942 Income (loss) from discontinued operations, net of income taxes (10,126) 227,372 — — Consolidated net income $ 15,892 $ 309,777 $ 30,426 $ 32,942 Less: Net loss attributable to noncontrolling interests - discontinued operations (201) (134) — — Net income attributable to stockholders of Overstock.com, Inc. $ 16,093 $ 309,911 $ 30,426 $ 32,942 Net income (loss) attributable to common shares—basic Continuing operations $ 0.57 $ 1.73 $ 0.64 $ 0.69 Discontinued operations (0.23) 4.78 — — Total $ 0.34 $ 6.51 $ 0.64 $ 0.69 Net income (loss) attributable to common shares—diluted Continuing operations $ 0.56 $ 1.72 $ 0.63 $ 0.68 Discontinued operations (0.23) 4.75 — — Total $ 0.33 $ 6.47 $ 0.63 $ 0.68 Weighted average shares of common stock outstanding: Basic 42,885 43,009 43,014 43,016 Diluted 43,320 43,314 43,324 43,370 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | 12 Months Ended |
Dec. 31, 2022 website | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of websites | 4 |
ACCOUNTING POLICIES - Supplemen
ACCOUNTING POLICIES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental disclosures of cash flow information: | |||
Interest paid, net of amounts capitalized | $ 1,777 | $ 1,775 | $ 1,808 |
Income taxes paid, net | 2,562 | 2,262 | 1,452 |
Non-cash investing and financing activities: | |||
Purchases of property and equipment included in accounts payable and accrued liabilities | $ 2,527 | $ 508 | $ 336 |
ACCOUNTING POLICIES - Additiona
ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Line Items] | |||
Maximum exposure to loss | $ 217,400,000 | ||
Goodwill, Impairment Loss | 0 | $ 0 | $ 0 |
Amount of impairment to carrying amount of regulatory assets | 0 | 0 | |
Goodwill | 6,160,000 | 6,160,000 | |
Accumulated impairment losses and other adjustments | 3,300,000 | 3,300,000 | |
Impairments of long-lived assets | $ 0 | $ 0 | $ 0 |
Product delivery period from date of shipment, minimum | 1 day | ||
Product delivery period from date of shipment, maximum | 8 days | ||
Loyalty program expiration period | 90 days | ||
Advertising revenue as a percentage of total revenue | 2% | 2% | 2% |
Maximum | Public Entities | |||
Accounting Policies [Line Items] | |||
Equity method investment, ownership percentage | 20% | ||
Minimum | Medici Ventures, L.P., tZERO, and SpeedRoute, LLC | |||
Accounting Policies [Line Items] | |||
Equity method investment, ownership percentage | 20% |
ACCOUNTING POLICIES - Property
ACCOUNTING POLICIES - Property and Equipment, Net (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Building | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 40 years |
Land improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 20 years |
Building machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 15 years |
Building machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 20 years |
Furniture and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Furniture and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 7 years |
Computer hardware | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Computer hardware | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
Computer software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
Computer software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 4 years |
ACCOUNTING POLICIES - Valuation
ACCOUNTING POLICIES - Valuation Technique And Significant Unobservable Inputs Of Equity Securities (Details) $ in Thousands | Dec. 31, 2022 USD ($) yr | Dec. 31, 2021 USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Equity securities, at fair value | $ 82,823 | $ 102,529 |
Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Equity securities, at fair value | 82,800 | |
Level 3 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Equity securities, at fair value | 82,787 | $ 102,355 |
Level 3 | Fair Value, Recurring | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Equity securities, at fair value | 82,787 | |
tZERO | Level 3 | Fair Value, Recurring | Term to liquidity | Market approach - transaction backsolve with an option pricing model | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Equity securities, at fair value | $ 78,867 | |
Inputs | yr | 5 | |
tZERO | Level 3 | Fair Value, Recurring | Volatility | Market approach - transaction backsolve with an option pricing model | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Inputs | yr | 1.25 | |
tZERO | Level 3 | Fair Value, Recurring | Percentage change in enterprise value for guideline public companies | Market approach - transaction backsolve with an option pricing model | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Inputs | yr | (0.324) | |
SpeedRoute | Level 3 | Fair Value, Recurring | Market approach - recent transactions | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Equity securities, at fair value | $ 3,920 |
Fair Value Measures and Discl_3
Fair Value Measures and Disclosures (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents—Money market mutual funds | $ 252,650 | $ 0 |
Equity securities, at fair value | 82,823 | 102,529 |
Trading securities held in a "rabbi trust" | 399 | 179 |
Total assets | 335,872 | 102,708 |
Deferred compensation accrual "rabbi trust" | 396 | 188 |
Total liabilities | 396 | 188 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents—Money market mutual funds | 252,650 | 0 |
Equity securities, at fair value | 36 | 174 |
Trading securities held in a "rabbi trust" | 399 | 179 |
Total assets | 253,085 | 353 |
Deferred compensation accrual "rabbi trust" | 396 | 188 |
Total liabilities | 396 | 188 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents—Money market mutual funds | 0 | 0 |
Equity securities, at fair value | 0 | 0 |
Trading securities held in a "rabbi trust" | 0 | 0 |
Total assets | 0 | 0 |
Deferred compensation accrual "rabbi trust" | 0 | 0 |
Total liabilities | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents—Money market mutual funds | 0 | 0 |
Equity securities, at fair value | 82,787 | 102,355 |
Trading securities held in a "rabbi trust" | 0 | 0 |
Total assets | 82,787 | 102,355 |
Deferred compensation accrual "rabbi trust" | 0 | 0 |
Total liabilities | $ 0 | $ 0 |
Fair Value Measures and Discl_4
Fair Value Measures and Disclosures - Level 3 Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other income (expense), net | Other income (expense), net |
Level 3 | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Level 3 investment, beginning of year | $ 102,355 | $ 0 |
Increase due to purchases of Level 3 investments | 18,920 | 99,723 |
Increase (decrease) in fair value of Level 3 investments | (38,488) | 2,632 |
Level 3 investment, end of year | $ 82,787 | $ 102,355 |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Apr. 23, 2021 | Mar. 31, 2021 | Jan. 25, 2021 | Jun. 30, 2021 | Dec. 31, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Equity Method Investments, Fair Value Disclosure | $ 288,800 | ||||
Equity Method Investment, Capital Contribution | 3,400 | $ 44,600 | |||
Gain on deconsolidation | 243,500 | ||||
Level 3 | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Equity Method Investments, Fair Value Disclosure | $ 149,900 | ||||
Medici Ventures, L.P. | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Partnership Term | 8 years | ||||
Medici Ventures | tZERO | |||||
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% | ||||
Overstock.com, Inc. | tZERO | |||||
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% | ||||
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% | |||
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% |
DISCONTINUED OPERATIONS - Resul
DISCONTINUED OPERATIONS - Results of Discontinued Operations Through Transaction Date (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Apr. 23, 2021 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Gain on deconsolidation | $ 243,500 | |||||||||||
Income (loss) from discontinued operations, net of income taxes | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 227,372 | $ (10,126) | $ 0 | $ 217,246 | $ (48,956) | |
Less: Net loss attributable to noncontrolling interests from discontinued operations | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (134) | $ (201) | 0 | (335) | (9,830) | |
Net income (loss) from discontinued operations attributable to stockholders of Overstock.com, Inc. | 0 | 217,581 | (39,126) | |||||||||
Discontinued Operations | ||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||
Net revenue | 0 | 17,394 | 55,868 | |||||||||
Cost of goods sold | 0 | 13,716 | 47,691 | |||||||||
Gross profit | 0 | 3,678 | 8,177 | |||||||||
Technology | 0 | 7,133 | 20,750 | |||||||||
Selling, general, and administrative | 0 | 13,509 | 31,916 | |||||||||
Total operating expenses | 0 | 20,642 | 52,666 | |||||||||
Operating loss from discontinued operations | 0 | (16,964) | (44,489) | |||||||||
Interest income, net | 0 | 192 | 600 | |||||||||
Other income (loss), net | 0 | 4,081 | (5,441) | |||||||||
Gain on deconsolidation | 0 | 243,541 | 0 | |||||||||
Income (loss) from discontinued operations before income taxes | 0 | 230,850 | (49,330) | |||||||||
Provision (benefit) for income taxes | 0 | 13,604 | (374) | |||||||||
Income (loss) from discontinued operations, net of income taxes | 0 | 217,246 | (48,956) | |||||||||
Less: Net loss attributable to noncontrolling interests from discontinued operations | 0 | (335) | (9,830) | |||||||||
Net income (loss) from discontinued operations attributable to stockholders of Overstock.com, Inc. | $ 0 | $ 217,581 | $ (39,126) |
DISCONTINUED OPERATIONS - Fair
DISCONTINUED OPERATIONS - Fair Value Inputs (Details) - Level 3 | Apr. 23, 2021 |
Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow, Perpetual Growth | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Inputs | 0.300 |
Measurement Input, Discount Rate | Minimum | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Inputs | 0.090 |
Measurement Input, Discount Rate | Maximum | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Inputs | 0.350 |
Measurement Input, Discount Rate | Weighted Average | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Inputs | 0.324 |
Measurement Input, Discount Rate | Weighted Average | Valuation Technique, Discounted Cash Flow, Perpetual Growth | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Inputs | 0.300 |
Measurement Input, Enterprise Value To Revenue Multiple | Valuation, Market Approach | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Inputs | 0.88 |
Measurement Input, Enterprise Value To Revenue Multiple | Minimum | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Inputs | 0.75 |
Measurement Input, Enterprise Value To Revenue Multiple | Maximum | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Inputs | 5 |
Measurement Input, Enterprise Value To Revenue Multiple | Weighted Average | Valuation, Market Approach | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Inputs | 0.88 |
Measurement Input, Enterprise Value To Revenue Multiple | Weighted Average | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Inputs | 4.40 |
Measurement Input, Revenue Multiple | Valuation Technique, Discounted Cash Flow, Perpetual Growth | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Inputs | 0.257 |
Measurement Input, Revenue Multiple | Minimum | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Inputs | 0.013 |
Measurement Input, Revenue Multiple | Maximum | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Inputs | 1.240 |
Measurement Input, Revenue Multiple | Weighted Average | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Inputs | 1.094 |
Measurement Input, Revenue Multiple | Weighted Average | Valuation Technique, Discounted Cash Flow, Perpetual Growth | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Inputs | 0.257 |
Measurement Input, Perpetual Revenue Multiple | Valuation Technique, Discounted Cash Flow, Perpetual Growth | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Inputs | 0.030 |
Measurement Input, Perpetual Revenue Multiple | Weighted Average | Valuation Technique, Discounted Cash Flow, Perpetual Growth | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Inputs | 0.030 |
Measurement Input, EBITDA Multiple | Valuation Technique, Discounted Cash Flow, Perpetual Growth | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Inputs | 0.149 |
Measurement Input, EBITDA Multiple | Minimum | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Inputs | 0.052 |
Measurement Input, EBITDA Multiple | Maximum | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Inputs | 0.412 |
Measurement Input, EBITDA Multiple | Weighted Average | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Inputs | 0.363 |
Measurement Input, EBITDA Multiple | Weighted Average | Valuation Technique, Discounted Cash Flow, Perpetual Growth | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Inputs | 0.149 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
ACCOUNTS RECEIVABLE | ||
Accounts receivable, gross | $ 20,916 | $ 23,619 |
Less: allowance for credit losses | (3,223) | (2,429) |
Accounts receivable, net | 17,693 | 21,190 |
Credit card receivables | ||
ACCOUNTS RECEIVABLE | ||
Accounts receivable, gross | 10,595 | 14,148 |
Accounts receivable, trade | ||
ACCOUNTS RECEIVABLE | ||
Accounts receivable, gross | 5,760 | 6,501 |
Other receivables | ||
ACCOUNTS RECEIVABLE | ||
Accounts receivable, gross | $ 4,561 | $ 2,970 |
PREPAIDS AND OTHER ASSETS (Deta
PREPAIDS AND OTHER ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid maintenance | $ 8,767 | $ 10,780 |
Other current assets | 5,467 | 5,071 |
Other Prepaid Expense, Current | 4,599 | 6,246 |
Total prepaids and other current assets | $ 18,833 | $ 22,097 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation of property and equipment | $ 16,657 | $ 18,470 | $ 21,667 |
Fixed assets, gross | 354,676 | 338,832 | |
Less: accumulated depreciation | (244,770) | (229,353) | |
Total property and equipment, net | 109,906 | 109,479 | |
Cost of goods sold — retail | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation of property and equipment | 682 | 605 | 680 |
Technology | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation of property and equipment | 12,233 | 13,801 | 15,708 |
General and administrative | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation of property and equipment | 3,742 | 4,064 | 5,279 |
Computer hardware and software, including internal-use software and website development | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 240,148 | 225,256 | |
Building | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 69,350 | 69,293 | |
Furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 12,642 | 12,067 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 12,781 | 12,781 | |
Building machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 9,791 | 9,809 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 2,904 | 2,601 | |
Land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 7,060 | 7,025 | |
Software Development | |||
Property, Plant and Equipment [Line Items] | |||
Capitalized costs | 7,915 | 6,126 | 10,246 |
Amortization of capitalized costs | $ 6,571 | $ 7,237 | $ 10,262 |
EQUITY SECURITIES (Details) - S
EQUITY SECURITIES (Details) - Summary Of Equity Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Equity Securities [Line Items] | ||
Equity securities accounted for under the equity method under ASC 323 | $ 213,494 | $ 240,153 |
Equity securities accounted for under the equity method under the fair value option | 82,823 | 102,529 |
Level 3 | ||
Schedule of Equity Securities [Line Items] | ||
Equity securities accounted for under the equity method under the fair value option | 82,787 | 102,355 |
Level 1 | ||
Schedule of Equity Securities [Line Items] | ||
Equity securities accounted for under the equity method under the fair value option | $ 36 | $ 174 |
EQUITY SECURITIES - Narrative (
EQUITY SECURITIES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | |||
Purchase of equity securities | $ 18,920 | $ 0 | $ 0 |
Equity securities, at fair value | 82,823 | 102,529 | |
Equity securities, including securities measured at fair value of $82,823 and $102,529 | 296,317 | 342,682 | |
Fair Value, Recurring | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity securities, at fair value | 82,800 | ||
Level 3 | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity securities, at fair value | $ 82,787 | $ 102,355 | |
Level 3 | Assets | Investments, Fair Value Concentration Risk [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Concentration Risk, Percentage | 24.60% | ||
Level 3 | Fair Value, Recurring | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity securities, at fair value | $ 82,787 | ||
tZERO | Overstock.com, Inc. | |||
Schedule of Equity Method Investments [Line Items] | |||
Purchase of equity securities | 15,000 | ||
SpeedRoute | Level 3 | Fair Value, Recurring | Market approach - recent transactions | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity securities, at fair value | 3,920 | ||
SpeedRoute | Overstock.com, Inc. | |||
Schedule of Equity Method Investments [Line Items] | |||
Purchase of equity securities | $ 3,900 |
EQUITY SECURITIES - Equity Secu
EQUITY SECURITIES - Equity Securities Accounted Under ASC 323 And Ownership Interest (Details) - Overstock.com, Inc. | 12 Months Ended | |
Apr. 23, 2021 | Dec. 31, 2022 | |
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% |
tZERO | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, ownership percentage | 29% | |
SpeedRoute | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, ownership percentage | 49% |
EQUITY SECURITIES - Net Gain (L
EQUITY SECURITIES - Net Gain (Loss) Recognized On Equity Method Securities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||
Net gain (loss) recognized on our proportionate share of the net assets of our equity method securities | $ (25,435) | $ 9,953 |
Increase (decrease) in fair value of equity method securities held under fair value option | $ (38,488) | $ 2,632 |
EQUITY SECURITIES - Summarized
EQUITY SECURITIES - Summarized Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Balance Sheet (1) | |||||||||||
Assets | $ 878,546 | $ 1,065,966 | $ 878,546 | $ 1,065,966 | |||||||
Liabilities | 232,720 | 321,580 | 232,720 | 321,580 | |||||||
Stockholders' Equity Attributable to Parent | 645,826 | 744,386 | 645,826 | 744,386 | $ 436,326 | ||||||
Results of Operations (1) | |||||||||||
Net loss | (15,511) | $ (36,995) | $ 7,147 | $ 10,123 | 32,942 | $ 30,426 | $ 309,777 | $ 15,892 | (35,236) | 389,037 | 46,171 |
Equity securities, at fair value | 82,823 | 102,529 | 82,823 | 102,529 | |||||||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | |||||||||||
Balance Sheet (1) | |||||||||||
Assets | 122,015 | 76,192 | 122,015 | 76,192 | |||||||
Liabilities | (25,055) | (21,683) | (25,055) | (21,683) | |||||||
Stockholders' Equity Attributable to Parent | $ (96,960) | $ (54,509) | (96,960) | (54,509) | |||||||
Results of Operations (1) | |||||||||||
Revenues | 31,187 | 20,800 | 4,788 | ||||||||
Pre-tax loss | (37,619) | (24,528) | (36,533) | ||||||||
Net loss | $ (37,477) | $ (24,590) | $ (36,625) |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||||
Employee-related Liabilities, Current | $ 12,018 | $ 21,910 | ||
Accrued marketing expenses | 9,670 | 15,317 | ||
Accrued Accounts Payable, Current | 14,343 | 25,571 | ||
Allowance for returns | 10,222 | 13,923 | $ 19,190 | $ 11,106 |
Sales and Excise Tax Payable, Current | 5,288 | 8,756 | ||
Accrued freight | 7,880 | 10,982 | ||
Other Accrued Liabilities, Current | 4,193 | 5,443 | ||
Total accrued liabilities | $ 63,614 | $ 101,902 |
BORROWINGS (Details)
BORROWINGS (Details) - USD ($) $ in Thousands | Mar. 06, 2020 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | |||
Long-term debt, net | $ 34,476 | $ 37,984 | |
Senior Notes | |||
Debt Instrument [Line Items] | |||
Minimum Net Worth Required for Mezzanine Note Duration | 30,000 | ||
Minimum Liquid Assets Compliance for Duration of Mezzanine Note | 3,000 | ||
Net Worth Required for Compliance, Minimum | 15,000 | ||
Minimum Liquid Assets | 1,000 | ||
Loan Core Capital Funding Corporation | |||
Debt Instrument [Line Items] | |||
Senior & Mezzanine Note Current liabilities | 3,500 | ||
Long-Term Debt, Maturity, Year One | 3,606 | ||
Long-Term Debt, Maturity, Year Two | 282 | ||
Long-Term Debt, Maturity, Year Three | 0 | ||
Long-Term Debt, Maturity, Year Four | 0 | ||
Long-Term Debt, Maturity, Year Five | 0 | ||
Long-Term Debt, Maturity, after Year Five | 34,500 | ||
Long-term debt, gross | 38,388 | ||
Loan Core Capital Funding Corporation | Mezzanine Note | |||
Debt Instrument [Line Items] | |||
Interest rate | 5.002% | ||
Long-term Debt, Term | 10 years | ||
Long-term Debt, Principal and Interest Only Payments | 46 months | ||
Long-term debt, net | $ 13,000 | ||
Loan Core Capital Funding Corporation | Senior Notes | |||
Debt Instrument [Line Items] | |||
Interest rate | 4.242% | ||
Long-term Debt, Term | 10 years | ||
Long-term debt, net | $ 34,500 | ||
Loan Core Capital Funding Corporation | Senior and Mezzanine Blended Rate | |||
Debt Instrument [Line Items] | |||
Interest rate | 4.45% | ||
Loan Core Capital Funding Corporation | Senior and Mezzanine Note | |||
Debt Instrument [Line Items] | |||
Debt Issuance Costs, Net | 404 | ||
Long-term debt, net | $ 38,000 |
LEASES Additional Information (
LEASES Additional Information (Details) | Dec. 31, 2022 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 5 years |
LEASES - Leases by Balance Shee
LEASES - Leases by Balance Sheet Location (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 7,460 | $ 12,584 |
Operating lease liabilities, current | 4,410 | 5,402 |
Operating lease liabilities, non-current | $ 3,626 | $ 7,960 |
LEASES - Components of Lease Co
LEASES - Components of Lease Cost and Other Operating Lease Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease, Cost [Abstract] | |||
Operating Lease, Cost | $ 5,975 | $ 6,583 | $ 6,352 |
Variable Lease, Cost | 1,489 | 1,702 | 1,536 |
Operating Lease, Payments | 6,237 | 6,478 | 7,224 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 437 | 835 | 5,316 |
Derecognition of right-of-use assets | $ 257 | $ 527 | $ 666 |
Operating Lease, Weighted Average Remaining Lease Term | 2 years 14 days | 2 years 8 months 19 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 7% | 7% |
LEASES - Operating Lease Maturi
LEASES - Operating Lease Maturities and Future Minimum Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2023 | $ 4,816 |
2024 | 2,880 |
2025 | 689 |
2026 | 250 |
2027 | 83 |
Thereafter | 0 |
Total lease payments | 8,718 |
Less interest | 682 |
Present value of lease liabilities | $ 8,036 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock (Details) | Dec. 31, 2022 vote |
Equity [Abstract] | |
Common stock, votes per share (in vote) | 1 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock Conversion (Details) $ / shares in Units, $ in Millions | Jun. 10, 2022 USD ($) $ / shares shares |
Equity [Abstract] | |
Conversion price of preferred stock | $ / shares | $ 0.90 |
Conversion of preferred stock | shares | 4,097,697 |
Deemed dividend | $ | $ 1.7 |
STOCKHOLDERS' EQUITY - JonesTra
STOCKHOLDERS' EQUITY - JonesTrading Sales Agreement (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Aug. 14, 2020 | Dec. 31, 2020 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Proceeds from Issuance of Common Stock included in Accounts Receivable | $ 2.8 | ||
Sale of Stock, Number of Shares Issued in Transaction | 2,415,000 | ||
Common Stock, Aggregate Offering Price | $ 150 | ||
JonesTrading Institutional Services LLC | At-The-Market Agreement | |||
Class of Stock [Line Items] | |||
Sale of Stock, Number of Shares Issued in Transaction | 415,904 |
STOCKHOLDERS' EQUITY - Common_2
STOCKHOLDERS' EQUITY - Common Stock Offering (Details) shares in Thousands, $ in Thousands | Aug. 14, 2020 USD ($) shares |
Equity [Abstract] | |
Sale of Stock, Number of Shares Issued in Transaction | shares | 2,415 |
Proceeds from Issuance or Sale of Equity | $ 192,700 |
Deferred Offering Costs | $ 11,400 |
STOCKHOLDERS' EQUITY - Common a
STOCKHOLDERS' EQUITY - Common and Preferred Stock Repurchase Program (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Aug. 17, 2021 | |
Class of Stock [Line Items] | ||
Stock Repurchase Program, Authorized Amount | $ 100,000,000 | |
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 19,900,000 | |
Accumulated deficit | ||
Class of Stock [Line Items] | ||
Treasury Stock, Retired, Cost Method, Amount | 306,000 | |
Balance at end of year | ||
Class of Stock [Line Items] | ||
Repurchase of shares | $ 79,800,000 | |
Treasury Stock Acquired, Average Cost Per Share | $ 32.41 | |
Series A-1 | ||
Class of Stock [Line Items] | ||
Payments for Repurchase of Preferred Stock and Preference Stock | $ 306,000 | |
Treasury Stock Acquired, Average Cost Per Share | $ 42.16 | |
Treasury Stock, Shares, Retired | 7,244 |
STOCK-BASED AWARDS - Stock-base
STOCK-BASED AWARDS - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 18,318 | $ 11,133 | $ 7,841 |
Cost of goods sold | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 132 | 102 | 169 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 693 | 987 | 799 |
Technology | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 7,659 | 3,799 | 1,654 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 9,834 | $ 6,245 | $ 5,219 |
STOCK-BASED AWARDS - Additional
STOCK-BASED AWARDS - Additional Information (Details) - USD ($) | 12 Months Ended | |
May 13, 2021 | Dec. 31, 2022 | |
Stock-Based Awards | ||
Maximum employee subscription rate | 25% | |
Monetary cap | $ 21,250 | |
Offering period | 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% | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,000,000 | |
Restricted Stock Awards | ||
Stock-Based Awards | ||
Number of shares available for future grants | 1,300,000 | |
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% | |
Employee stock purchase plan | ||
Stock-Based Awards | ||
Number of shares available for future grants | 2,900,000 | |
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 83,570 | |
Stock Issued During Period, Employee Stock Purchase Plans, Average Price Per Share | $ 35.41 | |
Employee Benefits and Share-based Compensation | $ 2,400,000 |
STOCK-BASED AWARDS - Restricted
STOCK-BASED AWARDS - Restricted Stock Activity (Details) - Restricted Stock Awards - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Units | |||
Outstanding-beginning of year (in shares) | 663,000 | 639,000 | 1,051,000 |
Granted at fair value (in shares) | 618,000 | 415,000 | 484,000 |
Vested (in shares) | (295,000) | (294,000) | (710,000) |
Forfeited (in shares) | (205,000) | (97,000) | (186,000) |
Outstanding-end of period (in shares) | 781,000 | 663,000 | 639,000 |
Weighted Average Grant Date Fair Value | |||
Outstanding-beginning of year (in dollars per share) | $ 56.37 | $ 17.98 | $ 26.22 |
Granted at fair value (in dollars per share) | 42.75 | 92.29 | 10.39 |
Vested (in dollars per share) | 43.32 | 24.88 | 23.58 |
Forfeited (in dollars per share) | 57.77 | 52.26 | 23.43 |
Outstanding-end of period (in dollars per share) | $ 50.17 | $ 56.37 | $ 17.98 |
EMPLOYEE RETIREMENT PLAN (Detai
EMPLOYEE RETIREMENT PLAN (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Minimum period of service to qualify to participate in 401(k) defined contribution plan | 3 months | ||
Eligible age to participate in 401(k) defined contribution plan | 21 years | ||
Employer match of first 6% of participant's contributions (as a percent) | 100% | ||
Percentage of participant's' gross pay for which the employer contributes a matching contribution | 6% | ||
Matching contributions made by the company | $ 5,700,000 | $ 5,200,000 | $ 4,900,000 |
Discretionary contributions | $ 0 | $ 0 | $ 0 |
REVENUE AND CONTRACT LIABILIT_2
REVENUE AND CONTRACT LIABILITY - Unearned Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Contract with Customer, Liability [Line Items] | ||
Total unearned revenue | $ 44,480 | $ 59,387 |
Club O membership fees and reward points | ||
Contract with Customer, Liability [Line Items] | ||
Total unearned revenue | 16,795 | 16,701 |
In store credits | ||
Contract with Customer, Liability [Line Items] | ||
Total unearned revenue | 12,046 | 11,777 |
Unearned product revenue on undelivered product | ||
Contract with Customer, Liability [Line Items] | ||
Total unearned revenue | 10,932 | 20,689 |
Unearned product revenue on unshipped orders | ||
Contract with Customer, Liability [Line Items] | ||
Total unearned revenue | 3,536 | 9,107 |
Other | ||
Contract with Customer, Liability [Line Items] | ||
Total unearned revenue | $ 1,171 | $ 1,113 |
REVENUE AND CONTRACT LIABILIT_3
REVENUE AND CONTRACT LIABILITY (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Unearned revenue | $ 44,480 | $ 59,387 | |
Gift card and Club-O rewards breakage | 4,400 | 6,900 | $ 5,400 |
Club O Reward Points [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Unearned revenue | $ 10,900 | $ 10,000 |
REVENUE AND CONTRACT LIABILIT_4
REVENUE AND CONTRACT LIABILITY - Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Unearned revenue, beginning balance | $ 59,387 | $ 72,165 |
Increase (Decrease) in Contract with Customer, Liability | 32,993 | 51,384 |
Contract with Customer, Liability, Revenue Recognized | (47,900) | (64,162) |
Unearned revenue, ending balance | $ 44,480 | $ 59,387 |
REVENUE AND CONTRACT LIABILIT_5
REVENUE AND CONTRACT LIABILITY - Sales Returns Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Allowance for returns, beginning of period | $ 13,923 | $ 19,190 | $ 11,106 |
Additions to the allowance | 161,492 | 237,622 | 204,810 |
Deductions from the allowance | (165,193) | (242,889) | (196,726) |
Allowance for returns, end of period | $ 10,222 | $ 13,923 | $ 19,190 |
OTHER INCOME (EXPENSE), NET (De
OTHER INCOME (EXPENSE), NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | |||||||||||
Income (Loss) from Equity Method Investments, Net of Dividends or Distributions | $ (63,923) | $ 12,585 | $ 0 | ||||||||
Equity Securities, Gain (Loss) | (137) | (1,238) | 305 | ||||||||
Other | 235 | 1,153 | 308 | ||||||||
Other income (expense), net | $ (15,447) | $ (46,283) | $ (1,981) | $ (114) | $ 12,507 | $ (79) | $ 298 | $ (226) | $ (63,825) | $ 12,500 | $ 613 |
INCOME TAXES (Income Before Inc
INCOME TAXES (Income Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
United States income (loss) | $ (35,272) | $ 121,180 | $ 95,115 |
Foreign income | 1,420 | 1,836 | 1,375 |
Income (loss) before income taxes from continuing operations | $ (33,852) | $ 123,016 | $ 96,490 |
INCOME TAXES (Provision) (Detai
INCOME TAXES (Provision) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||||||||||
Federal | $ 802 | $ 532 | $ 0 | ||||||||
State | 1,874 | 4,344 | 1,316 | ||||||||
Foreign | 112 | 183 | 68 | ||||||||
Total current | 2,788 | 5,059 | 1,384 | ||||||||
Deferred: | |||||||||||
Federal | (1,275) | (49,045) | 0 | ||||||||
State | (50) | (4,763) | 0 | ||||||||
Foreign | (79) | (26) | (21) | ||||||||
Total deferred | (1,404) | (53,834) | (21) | ||||||||
Total provision (benefit) for income taxes | $ (584) | $ (2,653) | $ 2,529 | $ 2,092 | $ (1,447) | $ (1,795) | $ (45,726) | $ 193 | $ 1,384 | $ (48,775) | $ 1,363 |
INCOME TAXES (Additional Inform
INCOME TAXES (Additional Information) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Difference in income tax provision from amount computed by applying U.S. federal income tax rate to loss before income taxes | |||||||||||
U.S. federal income tax provision (benefit) at statutory rate | $ (7,109,000) | $ 25,833,000 | $ 20,263,000 | ||||||||
State income tax expense, net of federal benefit | (1,170,000) | 5,734,000 | 3,224,000 | ||||||||
Global intangible low-tax income | 919,000 | 143,000 | 229,000 | ||||||||
Non-deductible executive compensation | 905,000 | 1,908,000 | 147,000 | ||||||||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Amount | (67,000) | (33,000) | (34,000) | ||||||||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amount | 0 | 0 | (1,022,000) | ||||||||
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount | (2,956,000) | (1,419,000) | (1,266,000) | ||||||||
Stock based compensation expense | 219,000 | (3,851,000) | 1,839,000 | ||||||||
Change in valuation allowance | 10,643,000 | (77,090,000) | (22,017,000) | ||||||||
Provision (benefit) for income taxes | $ (584,000) | $ (2,653,000) | $ 2,529,000 | $ 2,092,000 | $ (1,447,000) | $ (1,795,000) | $ (45,726,000) | $ 193,000 | 1,384,000 | (48,775,000) | 1,363,000 |
Deferred tax assets: | |||||||||||
Net operating loss carryforwards | 20,711,000 | 35,247,000 | 20,711,000 | 35,247,000 | |||||||
Research and development tax credits | 20,549,000 | 19,551,000 | 20,549,000 | 19,551,000 | |||||||
Basis difference in equity securities | 15,302,000 | 6,092,000 | 15,302,000 | 6,092,000 | |||||||
Capitalized software development | 12,604,000 | 0 | 12,604,000 | 0 | |||||||
Unearned revenue | 5,694,000 | 5,431,000 | 5,694,000 | 5,431,000 | |||||||
Accrued expenses | 4,259,000 | 5,750,000 | 4,259,000 | 5,750,000 | |||||||
Reserves and other | 2,592,000 | 2,835,000 | 2,592,000 | 2,835,000 | |||||||
Operating lease liabilities | 1,844,000 | 3,128,000 | 1,844,000 | 3,128,000 | |||||||
Other tax credits and carryforwards | 288,000 | 207,000 | 288,000 | 207,000 | |||||||
Intangible assets | 208,000 | 135,000 | 208,000 | 135,000 | |||||||
Gross deferred tax assets | 84,051,000 | 78,376,000 | 84,051,000 | 78,376,000 | |||||||
Valuation allowance | (21,459,000) | (11,384,000) | (21,459,000) | (11,384,000) | |||||||
Total deferred tax assets | 62,592,000 | 66,992,000 | 62,592,000 | 66,992,000 | |||||||
Deferred tax liabilities: | |||||||||||
Basis difference in equity securities | (15,072,000) | (20,831,000) | (15,072,000) | (20,831,000) | |||||||
Operating lease right-of-use assets | 1,702,000 | 3,077,000 | 1,702,000 | 3,077,000 | |||||||
Fixed assets | 3,730,000 | 2,264,000 | 3,730,000 | 2,264,000 | |||||||
Prepaid expenses | (649,000) | (785,000) | (649,000) | (785,000) | |||||||
Total deferred tax liabilities | (21,153,000) | (26,957,000) | (21,153,000) | (26,957,000) | |||||||
Total deferred tax assets (liabilities), net | 41,439,000 | 40,035,000 | 41,439,000 | 40,035,000 | |||||||
Unrecognized tax benefits that would impact effective tax rate | 13,500,000 | 12,000,000 | 13,500,000 | 12,000,000 | $ 9,600,000 | ||||||
Interest and penalties accrued on tax contingencies | 1,100,000 | $ 753,000 | 1,100,000 | $ 753,000 | |||||||
Indefinitely reinvested foreign earnings | 7,100,000 | 7,100,000 | |||||||||
Federal | |||||||||||
Deferred tax liabilities: | |||||||||||
Net operating loss carryforwards | 73,600,000 | 73,600,000 | |||||||||
Internal Revenue Service (IRS) | |||||||||||
Deferred tax assets: | |||||||||||
Research and development tax credits | 23,200,000 | 23,200,000 | |||||||||
State and local jurisdictions | |||||||||||
Deferred tax assets: | |||||||||||
Research and development tax credits | 9,800,000 | 9,800,000 | |||||||||
Deferred tax liabilities: | |||||||||||
Net operating loss carryforwards | 37,400,000 | 37,400,000 | |||||||||
State and local jurisdictions | Tax Year 2026 - 2039 | |||||||||||
Deferred tax liabilities: | |||||||||||
Net operating loss carryforwards | $ 68,900,000 | $ 68,900,000 |
INCOME TAXES (Reconciliation of
INCOME TAXES (Reconciliation of Tax Contingencies) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of beginning and ending tax contingencies, excluding interest and penalties | |||
Beginning balance | $ 11,961 | $ 9,638 | $ 9,058 |
Additions for tax positions related to the current year | 1,083 | 1,992 | 971 |
Additions (reductions) for tax positions taken in prior years | 444 | 331 | (35) |
Reduction due to settlements | 0 | 0 | (301) |
Reduction due to cash payments | 0 | 0 | (55) |
Ending balance | $ 13,488 | $ 11,961 | $ 9,638 |
NET INCOME (LOSS) PER SHARE (De
NET INCOME (LOSS) PER SHARE (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 | 781 | 170 | 228 |
Employee stock purchase plan | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 116 | 24 | 0 |
NET INCOME (LOSS) PER SHARE - I
NET INCOME (LOSS) PER SHARE - Income & Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||
Income (loss) from continuing operations | $ (15,511) | $ (36,995) | $ 7,147 | $ 10,123 | $ 32,942 | $ 30,426 | $ 82,405 | $ 26,018 | $ (35,236) | $ 171,791 | $ 95,127 |
Less: Preferred stock dividends—declared and accumulated | 1,697 | 729 | 731 | ||||||||
Undistributed income (loss) from continuing operations | (36,933) | 171,062 | 94,396 | ||||||||
Less: Undistributed income (loss) allocated to participating securities | 0 | 16,409 | 6,427 | ||||||||
Net income (loss) from continuing operations attributable to common stockholders | (36,933) | 154,653 | 87,969 | ||||||||
Net income (loss) from discontinued operations attributable to stockholders of Overstock.com, Inc. | 0 | 217,581 | (39,126) | ||||||||
Less: Undistributed income (loss) allocated to participating securities | 0 | 20,870 | (2,664) | ||||||||
Net income (loss) from discontinued operations attributable to common stockholders | 0 | 196,711 | (36,462) | ||||||||
Net income (loss) attributable to common stockholders | $ (36,933) | $ 351,364 | $ 51,507 | ||||||||
Weighted Average Number of Shares Outstanding, Basic | 45,420 | 45,708 | 43,072 | 43,052 | 43,016 | 43,014 | 43,009 | 42,885 | 44,323 | 42,981 | 41,217 |
Restricted stock awards | 0 | 351 | 390 | ||||||||
Weighted Average Number of Shares Outstanding, Diluted | 45,420 | 45,708 | 43,159 | 43,282 | 43,370 | 43,324 | 43,314 | 43,320 | 44,323 | 43,332 | 41,607 |
Income (Loss) from Continuing Operations, Per Basic Share | $ (0.34) | $ (0.81) | $ 0.12 | $ 0.21 | $ 0.69 | $ 0.64 | $ 1.73 | $ 0.57 | $ (0.83) | $ 3.60 | $ 2.13 |
Income (Loss) from Continuing Operations, Per Diluted Share | (0.34) | (0.81) | 0.12 | 0.21 | 0.68 | 0.63 | 1.72 | 0.56 | (0.83) | 3.57 | 2.12 |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share | 0 | 0 | 0 | 0 | 0 | 0 | 4.78 | (0.23) | 0 | 4.58 | (0.88) |
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share | 0 | 0 | 0 | 0 | 0 | 0 | 4.75 | (0.23) | 0 | 4.54 | (0.88) |
Earnings Per Share, Basic | (0.34) | (0.81) | 0.12 | 0.21 | 0.69 | 0.64 | 6.51 | 0.34 | (0.83) | 8.18 | 1.25 |
Earnings Per Share, Diluted | $ (0.34) | $ (0.81) | $ 0.12 | $ 0.21 | $ 0.68 | $ 0.63 | $ 6.47 | $ 0.33 | $ (0.83) | $ 8.11 | $ 1.24 |
QUARTERLY RESULTS OF OPERATIO_3
QUARTERLY RESULTS OF OPERATIONS (unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue, net | |||||||||||
Net revenue | $ 404,896 | $ 460,279 | $ 528,122 | $ 536,037 | $ 612,659 | $ 689,390 | $ 794,536 | $ 659,861 | $ 1,929,334 | $ 2,756,446 | $ 2,493,915 |
Cost of Revenue [Abstract] | |||||||||||
Cost of goods sold | 315,341 | 352,807 | 407,017 | 410,825 | 473,815 | 532,682 | 619,710 | 506,337 | 1,485,990 | 2,132,544 | 1,922,559 |
Gross profit | 89,555 | 107,472 | 121,105 | 125,212 | 138,844 | 156,708 | 174,826 | 153,524 | 443,344 | 623,902 | 571,356 |
Operating expenses: | |||||||||||
Sales and marketing | 45,504 | 53,520 | 57,940 | 58,513 | 67,970 | 75,650 | 85,272 | 73,538 | 215,477 | 302,430 | 260,714 |
Technology | 27,999 | 29,628 | 30,542 | 32,989 | 30,917 | 31,178 | 30,383 | 30,523 | 121,158 | 123,001 | 116,248 |
General and administrative | 18,699 | 18,665 | 21,081 | 21,256 | 20,837 | 21,031 | 22,660 | 22,871 | 79,701 | 87,399 | 97,679 |
Total operating expenses | 92,202 | 101,813 | 109,563 | 112,758 | 119,724 | 127,859 | 138,315 | 126,932 | 416,336 | 512,830 | 474,641 |
Operating income (loss) | (2,647) | 5,659 | 11,542 | 12,454 | 19,120 | 28,849 | 36,511 | 26,592 | 27,008 | 111,072 | 96,715 |
Interest income (expense), net | 1,999 | 976 | 115 | (125) | (132) | (139) | (130) | (155) | 2,965 | (556) | (838) |
Other income (expense), net | (15,447) | (46,283) | (1,981) | (114) | 12,507 | (79) | 298 | (226) | (63,825) | 12,500 | 613 |
Income (loss) before income taxes from continuing operations | (16,095) | (39,648) | 9,676 | 12,215 | 31,495 | 28,631 | 36,679 | 26,211 | (33,852) | 123,016 | 96,490 |
Provision (benefit) for income taxes | (584) | (2,653) | 2,529 | 2,092 | (1,447) | (1,795) | (45,726) | 193 | 1,384 | (48,775) | 1,363 |
Income (loss) from continuing operations | (15,511) | (36,995) | 7,147 | 10,123 | 32,942 | 30,426 | 82,405 | 26,018 | (35,236) | 171,791 | 95,127 |
Income (loss) from discontinued operations, net of income taxes | 0 | 0 | 0 | 0 | 0 | 0 | 227,372 | (10,126) | 0 | 217,246 | (48,956) |
Consolidated net income (loss) | (15,511) | (36,995) | 7,147 | 10,123 | 32,942 | 30,426 | 309,777 | 15,892 | (35,236) | 389,037 | 46,171 |
Less: Net loss attributable to noncontrolling interests from discontinued operations | 0 | 0 | 0 | 0 | 0 | 0 | (134) | (201) | 0 | (335) | (9,830) |
Net income (loss) attributable to stockholders of Overstock.com, Inc. | $ (15,511) | $ (36,995) | $ 7,147 | $ 10,123 | $ 32,942 | $ 30,426 | $ 309,911 | $ 16,093 | $ (35,236) | $ 389,372 | $ 56,001 |
Net income (loss) attributable to common shares—basic | |||||||||||
Continuing operations | $ (0.34) | $ (0.81) | $ 0.12 | $ 0.21 | $ 0.69 | $ 0.64 | $ 1.73 | $ 0.57 | $ (0.83) | $ 3.60 | $ 2.13 |
Discontinued operations | 0 | 0 | 0 | 0 | 0 | 0 | 4.78 | (0.23) | 0 | 4.58 | (0.88) |
Total | (0.34) | (0.81) | 0.12 | 0.21 | 0.69 | 0.64 | 6.51 | 0.34 | (0.83) | 8.18 | 1.25 |
Net income (loss) attributable to common shares—diluted | |||||||||||
Continuing operations | (0.34) | (0.81) | 0.12 | 0.21 | 0.68 | 0.63 | 1.72 | 0.56 | (0.83) | 3.57 | 2.12 |
Discontinued operations | 0 | 0 | 0 | 0 | 0 | 0 | 4.75 | (0.23) | 0 | 4.54 | (0.88) |
Total | $ (0.34) | $ (0.81) | $ 0.12 | $ 0.21 | $ 0.68 | $ 0.63 | $ 6.47 | $ 0.33 | $ (0.83) | $ 8.11 | $ 1.24 |
Weighted average shares of common stock outstanding: | |||||||||||
Basic | 45,420 | 45,708 | 43,072 | 43,052 | 43,016 | 43,014 | 43,009 | 42,885 | 44,323 | 42,981 | 41,217 |
Diluted | 45,420 | 45,708 | 43,159 | 43,282 | 43,370 | 43,324 | 43,314 | 43,320 | 44,323 | 43,332 | 41,607 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - GrainChain, Inc. Convertible Promissory Note Due 2025 - Convertible Debt - Subsequent Event $ in Millions | Jan. 13, 2023 USD ($) |
Subsequent Event [Line Items] | |
Debt instrument, face amount | $ 10 |
Interest rate | 5% |
Schedule II Valuation and Qua_2
Schedule II Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred tax valuation allowance | |||
Valuation and Qualifying Accounts | |||
Balance at Beginning of Year | $ 11,384 | $ 134,305 | $ 146,856 |
Charged to Expense | 10,075 | (77,090) | (13,066) |
Deductions | 0 | 45,831 | (515) |
Balance at End of Year | 21,459 | 11,384 | 134,305 |
Allowance for sales returns | |||
Valuation and Qualifying Accounts | |||
Balance at Beginning of Year | 13,923 | 19,190 | 11,106 |
Charged to Expense | 161,492 | 237,622 | 204,810 |
Deductions | 165,193 | 242,889 | 196,726 |
Balance at End of Year | 10,222 | 13,923 | 19,190 |
Allowance for doubtful accounts | |||
Valuation and Qualifying Accounts | |||
Balance at Beginning of Year | 2,429 | 1,417 | 2,443 |
Charged to Expense | 794 | 1,012 | 1,008 |
Deductions | 0 | 0 | 2,034 |
Balance at End of Year | $ 3,223 | $ 2,429 | $ 1,417 |