Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 000-49799 | |
Entity Registrant Name | OVERSTOCK.COM, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-0634302 | |
Entity Address, Address Line One | 799 West Coliseum Way | |
Entity Address, City or Town | Midvale | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84047 | |
City Area Code | 801 | |
Local Phone Number | 947-3100 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | OSTK | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 45,199,036 | |
Entity Central Index Key | 0001130713 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 374,711 | $ 371,263 |
Restricted cash | 217 | 194 |
Accounts receivable, net of allowance for credit losses of $3,127 and $3,223 | 22,071 | 17,693 |
Inventories | 6,238 | 6,526 |
Prepaids and other current assets | 18,012 | 18,833 |
Total current assets | 421,249 | 414,509 |
Property and equipment, net | 107,064 | 109,906 |
Deferred tax assets, net | 44,888 | 41,439 |
Goodwill | 6,160 | 6,160 |
Equity securities, including securities measured at fair value of $82,811 and $82,823 | 289,124 | 296,317 |
Operating lease right-of-use assets | 6,364 | 7,460 |
Other long-term assets, net | 12,540 | 2,755 |
Total assets | 887,389 | 878,546 |
Current liabilities: | ||
Accounts payable | 83,621 | 75,130 |
Accrued liabilities | 68,593 | 63,614 |
Unearned revenue | 47,123 | 44,480 |
Operating lease liabilities, current | 3,872 | 4,410 |
Other Liabilities, Current | 2,910 | 3,508 |
Total current liabilities | 206,119 | 191,142 |
Long-term debt, net | 34,207 | 34,476 |
Operating lease liabilities, non-current | 2,982 | 3,626 |
Other long-term liabilities | 3,576 | 3,476 |
Total liabilities | $ 246,884 | $ 232,720 |
Preferred stock, shares issued | 0 | 0 |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, authorized shares - 5,000, issued and outstanding - none | $ 0 | $ 0 |
Common stock, $0.0001 par value, authorized shares - 100,000 | 5 | 5 |
Additional paid-in capital | 989,634 | 982,718 |
Accumulated deficit | (184,136) | (173,829) |
Accumulated other comprehensive loss | (518) | (522) |
Treasury stock at cost - 6,247 and 6,151 | (164,480) | (162,546) |
Total stockholders' equity | 640,505 | 645,826 |
Total liabilities and stockholders' equity | $ 887,389 | $ 878,546 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for credit loss | $ 3,127 | $ 3,223 |
Equity securities at fair value | $ 82,811 | $ 82,823 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 51,438,000 | 51,102,000 |
Common stock, shares outstanding | 45,191,000 | 44,951,000 |
Treasury stock, shares | 6,247,000 | 6,151,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Net revenue | $ 381,140 | $ 536,037 |
Cost of goods sold | 291,427 | 410,825 |
Gross profit | 89,713 | 125,212 |
Operating expenses | ||
Sales and marketing | 47,048 | 58,513 |
Technology | 30,546 | 32,989 |
General and administrative | 20,483 | 21,256 |
Total operating expenses | 98,077 | 112,758 |
Operating income (loss) | (8,364) | 12,454 |
Interest income (expense), net | 2,559 | (125) |
Other expense, net | (7,389) | (114) |
Income (loss) before income taxes | (13,194) | 12,215 |
Provision (benefit) for income taxes | (2,887) | 2,092 |
Net income (loss) | $ (10,307) | $ 10,123 |
Net income (loss) per share of common stock: | ||
Basic | $ (0.23) | $ 0.21 |
Diluted | $ (0.23) | $ 0.21 |
Weighted average shares of common stock outstanding: | ||
Basic | 45,067 | 43,052 |
Diluted | 45,067 | 43,282 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (10,307) | $ 10,123 |
Other comprehensive income | ||
Unrealized gain on cash flow hedges, net of expense for taxes of $0 and $0 | 4 | 4 |
Other comprehensive income | 4 | 4 |
Comprehensive income (loss) | $ (10,303) | $ 10,127 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized gain on cash flow hedges, tax expense | $ 0 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Total | Common stock | Preferred stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Treasury Stock, Common | Series A-1 Preferred Stock Preferred stock | Series B Preferred Stock Preferred stock |
Increase (Decrease) in Stockholders' Equity | |||||||||
Shares, Outstanding | 46,625,000 | 3,602,000 | |||||||
Treasury Stock, Preferred, Value | 0 | ||||||||
Total stockholders' equity | $ 960,544,000 | $ (136,590,000) | $ (537,000) | $ (79,035,000) | |||||
Common stock issued upon vesting of restricted stock | 243,000 | ||||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 42,000 | ||||||||
Treasury Stock, Shares, Acquired | 517,000 | 6,000 | |||||||
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition | 1,890,000 | ||||||||
Net Income (Loss) Attributable to Parent | 10,123,000 | ||||||||
Tax withholding upon vesting of employee stock awards | 71,000 | ||||||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | $ 3,267,000 | ||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 4,639,000 | ||||||||
Treasury Stock, Value, Acquired, Cost Method | $ 25,165,000 | ||||||||
Net other comprehensive income | $ 4,000 | 4,000 | |||||||
Common stock, shares outstanding | 42,720,000 | ||||||||
Shares, Outstanding | 46,910,000 | 4,190,000 | |||||||
Common stock, $0.0001 par value, authorized shares - 100,000 | $ 4,000 | ||||||||
Treasury Stock, Preferred, Value | 6,000 | ||||||||
Preferred stock, shares issued | 4,204,000 | ||||||||
Preferred stock, shares outstanding | 4,198,000 | 357,000 | |||||||
Preferred stock, $0.0001 par value, authorized shares - 5,000, issued and outstanding - none | $ 0 | ||||||||
Total stockholders' equity | $ 732,610,000 | 967,073,000 | (126,467,000) | (533,000) | $ (107,467,000) | ||||
Common stock, shares outstanding | 44,951,000 | ||||||||
Shares, Outstanding | 51,102,000 | 6,151,000 | |||||||
Treasury Stock, Preferred, Value | 0 | ||||||||
Preferred stock, shares issued | 0 | ||||||||
Preferred stock, shares outstanding | 0 | ||||||||
Preferred stock, $0.0001 par value, authorized shares - 5,000, issued and outstanding - none | $ 0 | ||||||||
Total stockholders' equity | 645,826,000 | 982,718,000 | (173,829,000) | (522,000) | $ (162,546,000) | ||||
Common stock issued upon vesting of restricted stock | 268,000 | ||||||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 68,000 | ||||||||
Treasury Stock, Shares, Acquired | 0 | 0 | |||||||
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition | 1,121,000 | ||||||||
Net Income (Loss) Attributable to Parent | (10,307,000) | ||||||||
Tax withholding upon vesting of employee stock awards | 96,000 | ||||||||
Share-based Payment Arrangement, Decrease for Tax Withholding Obligation | $ 1,934,000 | ||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 5,795,000 | ||||||||
Treasury Stock, Value, Acquired, Cost Method | $ 0 | ||||||||
Net other comprehensive income | $ 4,000 | 4,000 | |||||||
Common stock, shares outstanding | 45,191,000 | 45,191,000 | |||||||
Shares, Outstanding | 51,438,000 | 6,247,000 | |||||||
Common stock, $0.0001 par value, authorized shares - 100,000 | $ 5,000 | ||||||||
Treasury Stock, Preferred, Value | 0 | ||||||||
Preferred stock, shares issued | 0 | 0 | |||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||
Preferred stock, $0.0001 par value, authorized shares - 5,000, issued and outstanding - none | $ 0 | $ 0 | |||||||
Total stockholders' equity | $ 640,505,000 | $ 989,634,000 | $ (184,136,000) | $ (518,000) | $ (164,480,000) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (10,307) | $ 10,123 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 5,985 | 4,307 |
Non-cash operating lease cost | 1,266 | 1,319 |
Stock-based compensation to employees and directors | 5,795 | 4,639 |
(Increase) decrease in deferred tax assets, net | (3,449) | 959 |
Loss from equity method securities | 7,181 | 299 |
Other non-cash adjustments | (102) | (123) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (4,378) | (2,559) |
Inventories | 288 | (282) |
Prepaids and other current assets | 1,109 | 1,604 |
Other long-term assets, net | (369) | (307) |
Accounts payable | 10,220 | 4,339 |
Accrued liabilities | 5,377 | 7,886 |
Unearned revenue | 2,643 | 2,034 |
Operating lease liabilities | (1,352) | (1,329) |
Other long-term liabilities | 100 | 284 |
Net cash provided by operating activities | 20,007 | 33,193 |
Cash flows from investing activities: | ||
Disbursement for notes receivable | (10,000) | 0 |
Purchase of equity securities | 0 | (11,420) |
Capital distribution from investment | 0 | 1,162 |
Expenditures for property and equipment | (5,256) | (3,256) |
Other investing activities, net | 425 | (281) |
Net cash used in investing activities | (14,831) | (13,795) |
Cash flows from financing activities: | ||
Repurchase of shares | 0 | (25,165) |
Payments of taxes withheld upon vesting of employee stock awards | (1,934) | (3,267) |
Other financing activities, net | 229 | (854) |
Net cash used in financing activities | (1,705) | (29,286) |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 3,471 | (9,888) |
Cash, cash equivalents, and restricted cash, beginning of period | 371,457 | 503,366 |
Cash, cash equivalents, and restricted cash, end of period | $ 374,928 | $ 493,478 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Overstock.com, Inc. is a leading online furniture and home furnishings retailer and technology-focused innovator that sells products at a smart value. Our online shopping site offers a wide selection of quality furniture, décor, area rugs, bedding and bath, home improvement, outdoor, and kitchen and dining items, among others. Overstock.com, which receives tens of millions of visits per month, provides customers access to millions of products from third-party partners. As used herein, "Overstock," "the Company," "we," "our" and similar terms include Overstock.com, Inc. and its wholly-owned subsidiaries, unless the context indicates otherwise. As used herein, the term "Website" refers to the Company's internet websites located at www.overstock.com, www.o.co, www.overstock.ca, and www.overstockgovernment.com and the Company's mobile app. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation We have prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been omitted in accordance with the rules and regulations of the SEC. These financial statements should be read in conjunction with our audited annual consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2022. There have been no significant changes to our significant accounting policies disclosed in Note 2—Accounting Policies, included in Part II, Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 2022. The accompanying unaudited consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries and reflect all adjustments, consisting only of normal recurring adjustments, which are, in our opinion, necessary for a fair presentation of results for the interim periods presented. All intercompany account balances and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for any future period or the full fiscal year, due to seasonality and other factors. 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 and debt 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, our accounting of these estimates may change from period to period. To the extent there are differences between these estimates and actual results, our consolidated financial statements may be materially affected. Available-for-sale debt securities During the three months ended March 31, 2023, we invested $10 million in GrainChain, Inc. in the form of a convertible promissory note (the "Note"). The Note bears interest at an annual interest rate of 5% and accrued interest is recorded in Interest income (expense), net in our consolidated statements of operations. The Note has a maturity date of January 3, 2025 at which time the outstanding principal and any unpaid accrued interest will automatically convert into shares of a newly created series of preferred stock issued by GrainChain, Inc. unless converted earlier under limited circumstances. The carrying amount of the Note, including accrued interest, was $10.1 million at March 31, 2023, which is included in Other long-term assets, net on our consolidated balance sheets. Based on the nature of our indirect ownership interests in GrainChain, Inc. through Medici Ventures, L.P. and the extent of our contributed capital, we held a variable interest in GrainChain, Inc., which meets the definition of a variable interest entity; however, we are not the primary beneficiary of this entity for purposes of consolidation as we do not have the |
FAIR VALUE MEASURES AND DISCLOS
FAIR VALUE MEASURES AND DISCLOSURES | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 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 (in thousands): Fair Value Measurements at March 31, 2023 Total Level 1 Level 2 Level 3 Assets: Cash equivalents—Money market funds $ 255,209 $ 255,209 $ — $ — Equity securities, at fair value 82,811 24 — 82,787 Available-for-sale debt securities (1) 10,107 — — 10,107 Trading securities held in a "rabbi trust" (1) 443 443 — — Total assets $ 348,570 $ 255,676 $ — $ 92,894 Liabilities: Deferred compensation accrual "rabbi trust" (2) $ 458 $ 458 $ — $ — Total liabilities $ 458 $ 458 $ — $ — Fair Value Measurements at December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Cash equivalents—Money market 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 $ — $ — ___________________________________________ (1) Included in Other long-term assets, net in the consolidated balance sheets. (2) Included in Accrued liabilities and Other long-term liabilities in the consolidated balance sheets. The following table provides activity for our Level 3 investments (in thousands): Amount Level 3 investments at December 31, 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 Increase due to purchases of Level 3 investments 10,000 Accrued interest on Level 3 investments 107 Level 3 investments at March 31, 2023 $ 92,894 |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment, Policy [Policy Text Block] | 4. PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following (in thousands): March 31, December 31, 2022 Computer hardware and software, including internal-use software and website development $ 240,454 $ 240,148 Building 69,351 69,350 Land 12,781 12,781 Furniture and equipment 13,414 12,642 Building machinery and equipment 9,791 9,791 Land improvements 7,060 7,060 Leasehold improvements 3,042 2,904 355,893 354,676 Less: accumulated depreciation (248,829) (244,770) Total property and equipment, net $ 107,064 $ 109,906 Capitalized costs associated with internal-use software and website development, both developed internally and acquired externally, and depreciation of costs for the same periods associated with internal-use software and website development consist of the following (in thousands): Three months ended 2023 2022 Capitalized internal-use software and website development $ 2,047 $ 1,769 Depreciation of internal-use software and website development 3,070 1,726 Depreciation expense is classified within the corresponding operating expense categories on our consolidated statements of operations as follows (in thousands): Three months ended 2023 2022 Cost of goods sold $ 234 $ 167 Technology 4,704 3,200 General and administrative 1,042 919 Total depreciation $ 5,980 $ 4,286 |
EQUITY SECURITIES
EQUITY SECURITIES | 3 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
EQUITY SECURITIES | 5. EQUITY SECURITIES Equity securities consist of the following (in thousands): March 31, December 31, 2022 Equity securities accounted for under the equity method under ASC 323 $ 206,313 $ 213,494 Equity securities accounted for under the equity method under the fair value option 82,787 82,787 Equity securities under ASC 321 24 36 Total equity securities $ 289,124 $ 296,317 Our equity securities accounted for under the equity method under ASC 323 include equity securities in which we can exercise significant influence, but not control, over these entities through holding more than a 20% voting interest in the entity. The following table includes our equity securities accounted for under the equity method and related ownership interest as of March 31, 2023: Ownership Medici Ventures, L.P. 99% tZERO Group, Inc. 29% SpeedRoute, LLC 49% The carrying amount of our equity method securities was $289.1 million at March 31, 2023, 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). For our investments in Medici Ventures, tZERO, and SpeedRoute there is no difference in the carrying amount of the assets and liabilities and our maximum exposure to loss, and there is no difference between the carrying amount of our investment in Medici Ventures and the amount of underlying equity we have in the entity's net assets. The following table summarizes the net loss recognized on equity method securities recorded in Other expense, net in our consolidated statements of operations (in thousands): Three months ended 2023 2022 Net loss recognized on our proportionate share of the net assets of our equity method securities $ (7,181) $ (1,464) Increase in fair value of equity method securities held under fair value option — 1,165 Regulation S-X Rule 10-01(b)(1) In accordance with Rule 10-01(b)(1) of Regulation S-X, which applies to interim reports on Form 10-Q, the Company must determine if its equity method investees are considered "significant subsidiaries". Summarized income statement information of an equity method investee is required in an interim report if the significance criteria are met as defined under SEC guidance. For the period ended March 31, 2023, none of our equity method investees met the significance criteria. The following is the unaudited summarized financial information for those equity method securities that met the significance criteria for the period ended March 31, 2022 (in thousands): Three months ended Results of Operations Revenues $ 740 Pre-tax loss (5,380) Net loss (4,380) |
BORROWINGS
BORROWINGS | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
BORROWINGS | 6. BORROWINGS 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 March 31, 2023, the total outstanding debt on these loans was $37.1 million, net of $380,000 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 $2.9 million. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Lessee, Operating Leases [Text Block] | 7. LEASES We have operating leases for warehouses, office space, and data centers. Our leases have remaining lease terms of one year to four years, some of which may include options to extend the leases perpetually, and some of which may include options to terminate the leases within one year. The components of lease expenses were as follows (in thousands): Three months ended 2023 2022 Operating lease cost $ 1,406 $ 1,509 Variable lease cost 364 498 The following table provides a summary of other information related to leases (in thousands): Three months ended 2023 2022 Cash payments included in operating cash flows from lease arrangements $ 1,492 $ 1,550 The following table provides supplemental balance sheet information related to leases: March 31, December 31, Weighted-average remaining lease term—operating leases 1.92 years 2.04 years Weighted-average discount rate—operating leases 7 % 7 % Payments due by period Amount 2023 (Remainder) $ 3,487 2024 2,880 2025 689 2026 250 2027 83 Thereafter — Total lease payments 7,389 Less interest 535 Present value of lease liabilities $ 6,854 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 8. 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. We establish liabilities when a particular contingency is probable and estimable. At March 31, 2023 and December 31, 2022, our established liabilities were not material. |
INDEMNIFICATIONS AND GUARANTEES
INDEMNIFICATIONS AND GUARANTEES | 3 Months Ended |
Mar. 31, 2023 | |
INDEMNIFICATIONS AND GUARANTEES | |
INDEMNIFICATIONS AND GUARANTEES | 9. INDEMNIFICATIONS AND GUARANTEES During our normal course of business, we have made certain indemnities, commitments, and guarantees under which we may be required to make payments in relation to certain transactions. These indemnities include, but are not limited to, indemnities we entered into in favor of Loan Core Capital Funding Corporation LLC under our building loan agreements, various lessors in connection with facility leases for certain claims arising from such facility or lease, the environmental indemnity we entered into in favor of the lenders under our prior loan agreements, customary indemnification arrangements in underwriting agreements and similar agreements, and indemnities to our directors and officers to the maximum extent permitted under the laws of the State of Delaware. The duration of these indemnities, commitments, and guarantees varies, and in certain cases, is indefinite. In addition, the majority of these indemnities, commitments, and guarantees do not provide for any limitation of the maximum potential future payments we could be obligated to make. As such, we are unable to estimate with any reasonableness our potential exposure under these items. We have not recorded any liability for these indemnities, commitments, and guarantees in the accompanying consolidated balance sheets. We do, however, accrue for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is both probable and reasonably estimable. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 10. 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 Following the June 10, 2022 conversion of all outstanding Series A-1 and Series B preferred stock into shares of our common stock, the Company eliminated the Series A-1 and Series B preferred stock class by filing Certificates of Elimination with the Delaware Secretary of State. JonesTrading Sales Agreement During the three months ended March 31, 2023 and 2022, we did not sell any shares of our common stock pursuant to the "at the market" sales agreement with JonesTrading Institutional Services LLC and D.A. Davidson & Co. As of March 31, 2023, we had $150.0 million available under our "at the market" sales program. Stock Repurchase Program |
STOCK-BASED AWARDS
STOCK-BASED AWARDS | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED AWARDS | 11. STOCK-BASED AWARDS Stock-based compensation expense is classified within the corresponding operating expense categories on our consolidated statements of operations as follows (in thousands): Three months ended 2023 2022 Cost of goods sold $ 19 $ 54 Sales and marketing 190 345 Technology 2,422 1,840 General and administrative 3,164 2,400 Total stock-based compensation $ 5,795 $ 4,639 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. These restricted stock awards generally vest over three years at 33.3% at the end of the first year, 33.3% at the end of the second year and 33.4% at the end of the third year, subject to the recipient's continuing service to us. The following table summarizes restricted stock award activity (in thousands, except per share data): Three months ended Units Weighted Outstanding—beginning of year 781 $ 50.17 Granted at fair value 1,033 20.92 Vested (268) 44.79 Forfeited (57) 39.50 Outstanding—end of period 1,489 $ 31.26 Employee Stock Purchase Plan Purchases under the Overstock.com, Inc. 2021 Employee Stock Purchase Plan (the "ESPP") during the three months ended March 31, 2023 and 2022 were 68,011 shares and 41,918 shares, respectively, at an average purchase price per share of $16.46 and $48.37, respectively. At March 31, 2023, approximately 2.8 million shares of common stock remained available under the ESPP. |
REVENUE AND CONTRACT LIABILITY
REVENUE AND CONTRACT LIABILITY | 3 Months Ended |
Mar. 31, 2023 | |
REVENUE AND CONTRACT LIABILITY [Abstract] | |
Revenue [Policy Text Block] | 12. REVENUE AND CONTRACT LIABILITY Unearned Revenue The following table provides information about unearned revenue from contracts with customers, including significant changes in unearned revenue balances during the periods presented (in thousands): Amount Unearned revenue at December 31, 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 Increase due to deferral of revenue at period end, net 25,052 Decrease due to beginning contract liabilities recognized as revenue (22,409) Unearned revenue at March 31, 2023 $ 47,123 Our total unearned revenue related to outstanding Club O Reward dollars was $10.7 million and $10.9 million at March 31, 2023 and December 31, 2022, 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 $849,000 and $1.1 million for the three months ended March 31, 2023 and 2022. The timing of revenue recognition of these reward dollars is driven by actual customer activities, such as redemptions and expirations. Sales returns allowance The following table provides additions to and deductions from the sales returns allowance, which is included in our Accrued liabilities balance in our consolidated balance sheets (in thousands): Amount Allowance for returns at December 31, 2021 $ 13,923 Additions to the allowance 161,492 Deductions from the allowance (165,193) Allowance for returns at December 31, 2022 10,222 Additions to the allowance 30,155 Deductions from the allowance (29,961) Allowance for returns at March 31, 2023 $ 10,416 |
NET INCOME LOSS PER SHARE
NET INCOME LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share, Policy [Policy Text Block] | 13. 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): Three months ended 2023 2022 Numerator: Net income (loss) $ (10,307) $ 10,123 Less: Preferred stock dividends—declared and accumulated — 182 Undistributed income (loss) (10,307) 9,941 Less: Undistributed income (loss) allocated to participating securities — 952 Net income (loss) attributable to common stockholders $ (10,307) $ 8,989 Denominator: Weighted average shares of common stock outstanding—basic 45,067 43,052 Effect of dilutive securities: Restricted stock awards — 230 Weighted average shares of common stock outstanding—diluted 45,067 43,282 Net income (loss) per share of common stock: Basic $ (0.23) $ 0.21 Diluted $ (0.23) $ 0.21 The following shares were excluded from the calculation of diluted shares outstanding as their effect would have been anti-dilutive (in thousands): Three months ended 2023 2022 Restricted stock units 1,489 506 Employee stock purchase plan 117 64 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation We have prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been omitted in accordance with the rules and regulations of the SEC. These financial statements should be read in conjunction with our audited annual consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2022. There have been no significant changes to our significant accounting policies disclosed in Note 2—Accounting Policies, included in Part II, Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 2022. The accompanying unaudited consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries and reflect all adjustments, consisting only of normal recurring adjustments, which are, in our opinion, necessary for a fair presentation of results for the interim periods presented. All intercompany account balances and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for any future period or the full fiscal year, due to seasonality and other factors. |
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 and debt 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, our accounting of these estimates may change from period to period. To the extent there are differences between these estimates and actual results, our consolidated financial statements may be materially affected. |
FAIR VALUE MEASURES AND DISCL_2
FAIR VALUE MEASURES AND DISCLOSURES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | The following tables summarize our assets and liabilities measured at fair value on a recurring basis using the following levels of inputs (in thousands): Fair Value Measurements at March 31, 2023 Total Level 1 Level 2 Level 3 Assets: Cash equivalents—Money market funds $ 255,209 $ 255,209 $ — $ — Equity securities, at fair value 82,811 24 — 82,787 Available-for-sale debt securities (1) 10,107 — — 10,107 Trading securities held in a "rabbi trust" (1) 443 443 — — Total assets $ 348,570 $ 255,676 $ — $ 92,894 Liabilities: Deferred compensation accrual "rabbi trust" (2) $ 458 $ 458 $ — $ — Total liabilities $ 458 $ 458 $ — $ — Fair Value Measurements at December 31, 2022 Total Level 1 Level 2 Level 3 Assets: Cash equivalents—Money market 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 $ — $ — ___________________________________________ (1) Included in Other long-term assets, net in the consolidated balance sheets. (2) 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 (in thousands): Amount 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 Increase due to purchases of Level 3 investments 10,000 Accrued interest on Level 3 investments 107 Level 3 investments at March 31, 2023 $ 92,894 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment, net consist of the following (in thousands): March 31, December 31, 2022 Computer hardware and software, including internal-use software and website development $ 240,454 $ 240,148 Building 69,351 69,350 Land 12,781 12,781 Furniture and equipment 13,414 12,642 Building machinery and equipment 9,791 9,791 Land improvements 7,060 7,060 Leasehold improvements 3,042 2,904 355,893 354,676 Less: accumulated depreciation (248,829) (244,770) Total property and equipment, net $ 107,064 $ 109,906 |
Capitalization of Internal Costs, Policy [Policy Text Block] | Capitalized costs associated with internal-use software and website development, both developed internally and acquired externally, and depreciation of costs for the same periods associated with internal-use software and website development consist of the following (in thousands): Three months ended 2023 2022 Capitalized internal-use software and website development $ 2,047 $ 1,769 Depreciation of internal-use software and website development 3,070 1,726 |
Schedule of Depreciation and Amortization by Operating Expense Category [Table Text Block] | Depreciation expense is classified within the corresponding operating expense categories on our consolidated statements of operations as follows (in thousands): Three months ended 2023 2022 Cost of goods sold $ 234 $ 167 Technology 4,704 3,200 General and administrative 1,042 919 Total depreciation $ 5,980 $ 4,286 |
EQUITY SECURITIES (Tables)
EQUITY SECURITIES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Equity Securities | Equity securities consist of the following (in thousands): March 31, December 31, 2022 Equity securities accounted for under the equity method under ASC 323 $ 206,313 $ 213,494 Equity securities accounted for under the equity method under the fair value option 82,787 82,787 Equity securities under ASC 321 24 36 Total equity securities $ 289,124 $ 296,317 |
Equity Securities Ownership Interest | The following table includes our equity securities accounted for under the equity method and related ownership interest as of March 31, 2023: Ownership Medici Ventures, L.P. 99% tZERO Group, Inc. 29% SpeedRoute, LLC 49% |
Equity Method Investments | The following table summarizes the net loss recognized on equity method securities recorded in Other expense, net in our consolidated statements of operations (in thousands): Three months ended 2023 2022 Net loss recognized on our proportionate share of the net assets of our equity method securities $ (7,181) $ (1,464) Increase in fair value of equity method securities held under fair value option — 1,165 |
Equity Method Investments, Summarized Financial Information | The following is the unaudited summarized financial information for those equity method securities that met the significance criteria for the period ended March 31, 2022 (in thousands): Three months ended Results of Operations Revenues $ 740 Pre-tax loss (5,380) Net loss (4,380) |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of Lease Costs and Other Operating Lease Information | The components of lease expenses were as follows (in thousands): Three months ended 2023 2022 Operating lease cost $ 1,406 $ 1,509 Variable lease cost 364 498 |
Other Lease Information | The following table provides a summary of other information related to leases (in thousands): Three months ended 2023 2022 Cash payments included in operating cash flows from lease arrangements $ 1,492 $ 1,550 |
Leases, Additional Financial Information | The following table provides supplemental balance sheet information related to leases: March 31, December 31, Weighted-average remaining lease term—operating leases 1.92 years 2.04 years Weighted-average discount rate—operating leases 7 % 7 % |
Schedule of Maturities of Lease Liabilities under Operating Leases After Adoption of 842 | Maturity of lease liabilities under our non-cancellable operating leases as of March 31, 2023, are as follows (in thousands): Payments due by period Amount 2023 (Remainder) $ 3,487 2024 2,880 2025 689 2026 250 2027 83 Thereafter — Total lease payments 7,389 Less interest 535 Present value of lease liabilities $ 6,854 |
STOCK-BASED AWARDS (Tables)
STOCK-BASED AWARDS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Based Compensation | Stock-based compensation expense is classified within the corresponding operating expense categories on our consolidated statements of operations as follows (in thousands): Three months ended 2023 2022 Cost of goods sold $ 19 $ 54 Sales and marketing 190 345 Technology 2,422 1,840 General and administrative 3,164 2,400 Total stock-based compensation $ 5,795 $ 4,639 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following table summarizes restricted stock award activity (in thousands, except per share data): Three months ended Units Weighted Outstanding—beginning of year 781 $ 50.17 Granted at fair value 1,033 20.92 Vested (268) 44.79 Forfeited (57) 39.50 Outstanding—end of period 1,489 $ 31.26 |
REVENUE AND CONTRACT LIABILITY
REVENUE AND CONTRACT LIABILITY (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
REVENUE AND CONTRACT LIABILITY [Abstract] | |
Contract with Customer, Asset and Liability [Table Text Block] | The following table provides information about unearned revenue from contracts with customers, including significant changes in unearned revenue balances during the periods presented (in thousands): Amount Unearned revenue at December 31, 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 Increase due to deferral of revenue at period end, net 25,052 Decrease due to beginning contract liabilities recognized as revenue (22,409) Unearned revenue at March 31, 2023 $ 47,123 |
Schedule of Sales Returns, Reserve For Sales Returns [Table Text Block] | The following table provides additions to and deductions from the sales returns allowance, which is included in our Accrued liabilities balance in our consolidated balance sheets (in thousands): Amount Allowance for returns at December 31, 2021 $ 13,923 Additions to the allowance 161,492 Deductions from the allowance (165,193) Allowance for returns at December 31, 2022 10,222 Additions to the allowance 30,155 Deductions from the allowance (29,961) Allowance for returns at March 31, 2023 $ 10,416 |
NET INCOME LOSS PER SHARE (Tabl
NET INCOME LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Schedule of Earnings Per Share, Basic and Diluted | 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): Three months ended 2023 2022 Numerator: Net income (loss) $ (10,307) $ 10,123 Less: Preferred stock dividends—declared and accumulated — 182 Undistributed income (loss) (10,307) 9,941 Less: Undistributed income (loss) allocated to participating securities — 952 Net income (loss) attributable to common stockholders $ (10,307) $ 8,989 Denominator: Weighted average shares of common stock outstanding—basic 45,067 43,052 Effect of dilutive securities: Restricted stock awards — 230 Weighted average shares of common stock outstanding—diluted 45,067 43,282 Net income (loss) per share of common stock: Basic $ (0.23) $ 0.21 Diluted $ (0.23) $ 0.21 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following shares were excluded from the calculation of diluted shares outstanding as their effect would have been anti-dilutive (in thousands): Three months ended 2023 2022 Restricted stock units 1,489 506 Employee stock purchase plan 117 64 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Debt Instrument [Line Items] | |
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 30.3 |
GrainChain, Inc. Convertible Promissory Note Due 2025 | Convertible Debt | |
Debt Instrument [Line Items] | |
Debt instrument, face amount | $ 10 |
Annual interest rate | 5% |
Carrying amount | $ 10.1 |
FAIR VALUE MEASURES AND DISCL_3
FAIR VALUE MEASURES AND DISCLOSURES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | $ 255,209 | $ 252,650 | |
Equity securities at fair value | 82,811 | 82,823 | |
Debt Securities, Available-for-Sale | 10,107 | ||
Debt Securities, Trading, and Equity Securities, FV-NI | 443 | 399 | |
Assets, Fair Value Disclosure | 348,570 | 335,872 | |
Deferred Compensation Cash-based Arrangements, Liability, Current and Noncurrent | 458 | 396 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 458 | 396 | |
Fair Value, Inputs, Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | 255,209 | 252,650 | |
Equity securities at fair value | 24 | 36 | |
Debt Securities, Available-for-Sale | 0 | ||
Debt Securities, Trading, and Equity Securities, FV-NI | 443 | 399 | |
Assets, Fair Value Disclosure | 255,676 | 253,085 | |
Deferred Compensation Cash-based Arrangements, Liability, Current and Noncurrent | 458 | 396 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 458 | 396 | |
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 | |
Equity securities at fair value | 0 | 0 | |
Debt Securities, Available-for-Sale | 0 | ||
Debt Securities, Trading, and Equity Securities, FV-NI | 0 | 0 | |
Assets, Fair Value Disclosure | 0 | 0 | |
Deferred Compensation Cash-based Arrangements, Liability, Current and Noncurrent | 0 | 0 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | 0 | |
Fair Value, Inputs, Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Cash and Cash Equivalents, Fair Value Disclosure | 0 | 0 | |
Equity securities at fair value | 82,787 | 82,787 | |
Debt Securities, Available-for-Sale | 10,107 | ||
Debt Securities, Trading, and Equity Securities, FV-NI | 0 | 0 | |
Assets, Fair Value Disclosure | 92,894 | 82,787 | |
Deferred Compensation Cash-based Arrangements, Liability, Current and Noncurrent | 0 | 0 | |
Financial and Nonfinancial Liabilities, Fair Value Disclosure | 0 | 0 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset Value | 92,894 | 82,787 | $ 102,355 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Purchases | 10,000 | 18,920 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Gain (Loss) Included in Earnings | $ (38,488) | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Accrued Interest | $ 107 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 5,980 | $ 4,286 | |
Property, Plant and Equipment, Gross | 355,893 | $ 354,676 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (248,829) | (244,770) | |
Property, Plant and Equipment, Net | 107,064 | 109,906 | |
Cost of goods sold | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | 234 | 167 | |
Technology | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | 4,704 | 3,200 | |
General and administrative | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation | 1,042 | 919 | |
Software Development [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Capitalized Computer Software, Additions | 2,047 | 1,769 | |
Capitalized Computer Software, Amortization | 3,070 | $ 1,726 | |
Computer hardware and software, including internal-use software and website development | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 240,454 | 240,148 | |
Building | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 69,351 | 69,350 | |
Furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 13,414 | 12,642 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 12,781 | 12,781 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 3,042 | 2,904 | |
Building machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 9,791 | 9,791 | |
Land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 7,060 | $ 7,060 |
EQUITY SECURITIES - Summary Of
EQUITY SECURITIES - Summary Of Equity Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Equity Securities [Line Items] | ||
Equity securities accounted for under the equity method under ASC 323 | $ 206,313 | $ 213,494 |
Equity securities accounted for under the equity method under the fair value option | 82,811 | 82,823 |
Fair Value, Recurring | ||
Schedule of Equity Securities [Line Items] | ||
Equity securities accounted for under the equity method under the fair value option | 82,800 | |
Fair Value, Inputs, Level 3 | ||
Schedule of Equity Securities [Line Items] | ||
Equity securities accounted for under the equity method under the fair value option | 82,787 | 82,787 |
Fair Value, Inputs, Level 1 | ||
Schedule of Equity Securities [Line Items] | ||
Equity securities accounted for under the equity method under the fair value option | $ 24 | $ 36 |
EQUITY SECURITIES (Details) - A
EQUITY SECURITIES (Details) - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Schedule of Equity Method Investments [Line Items] | ||
Equity Method Investments | $ 206,313 | $ 213,494 |
Equity securities at fair value | 82,811 | 82,823 |
Fair Value, Recurring | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity securities at fair value | 82,800 | |
Fair Value, Inputs, Level 3 | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity securities at fair value | $ 82,787 | $ 82,787 |
EQUITY SECURITIES - Equity Secu
EQUITY SECURITIES - Equity Securities Accounted Under ASC 323 And Ownership Interest (Details) - Overstock.com, Inc. | 3 Months Ended |
Mar. 31, 2023 | |
Medici Ventures, L.P. | |
Schedule of Equity Method Investments [Line Items] | |
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 99% |
tZero.com, Inc. | |
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 | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | ||
Net gain (loss) recognized on our proportionate share of the net assets of our equity method securities | $ (7,181) | $ (1,464) |
Increase (decrease) in fair value of equity method securities held under fair value option | $ 0 | $ 1,165 |
EQUITY SECURITIES - Summarized
EQUITY SECURITIES - Summarized Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Results of Operations | ||
Net income (loss) | $ (10,307) | $ 10,123 |
tZero.com, Inc. | ||
Results of Operations | ||
Revenues | 740 | |
Pre-tax loss | (5,380) | |
Net income (loss) | $ (4,380) |
BORROWINGS (Details)
BORROWINGS (Details) - USD ($) $ in Thousands | Mar. 06, 2020 | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | |||
Long-term Debt | $ 34,207 | $ 34,476 | |
Senior Notes | |||
Debt Instrument [Line Items] | |||
Minimum Net Worth Required for Compliance | 15,000 | ||
Minimum Liquid Assets | 1,000 | ||
Minimum Net Worth Required for Mezzanine Note Duration | 30,000 | ||
Minimum Liquid Assets Compliance for Duration of Mezzanine Note | 3,000 | ||
Loan Core Capital Funding Corporation [Member] | |||
Debt Instrument [Line Items] | |||
Senior & Mezzanine Note Total Outstanding | 37,100 | ||
Debt Issuance Costs, Net | 380 | ||
Other Liabilities, Current | $ 2,900 | ||
Loan Core Capital Funding Corporation [Member] | Senior Notes | |||
Debt Instrument [Line Items] | |||
Long-term Debt | $ 34,500 | ||
Annual interest rate | 4.242% | ||
Long-term Debt, Term | 10 years | ||
Loan Core Capital Funding Corporation [Member] | Mezzanine Note [Member] | |||
Debt Instrument [Line Items] | |||
Long-term Debt | $ 13,000 | ||
Annual interest rate | 5.002% | ||
Long-term Debt, Term | 10 years | ||
Long-term Debt, Principal and Interest Only Payments | 46 months | ||
Loan Core Capital Funding Corporation [Member] | Senior and Mezzanine Blended Rate [Member] | |||
Debt Instrument [Line Items] | |||
Annual interest rate | 4.45% |
LEASES - Additional Information
LEASES - Additional Information (Details) | Mar. 31, 2023 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term (in years) | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term (in years) | 4 years |
LEASES - Components of Lease Co
LEASES - Components of Lease Cost and Other Operating Lease Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Lease, Cost [Abstract] | |||
Operating lease cost | $ 1,406 | $ 1,509 | |
Variable lease cost | 364 | 498 | |
Cash payments included in operating cash flows from lease arrangements | $ 1,492 | $ 1,550 | |
Weighted-average remaining lease term—operating leases | 1 year 11 months 1 day | 2 years 14 days | |
Weighted-average discount rate—operating leases | 7% | 7% |
LEASES - Operating Lease Maturi
LEASES - Operating Lease Maturities and Future Minimum Payments (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Operating Leases After Adoption of 842 | |
2023 (Remainder) | $ 3,487 |
2024 | 2,880 |
2025 | 689 |
2026 | 250 |
2027 | 83 |
Thereafter | 0 |
Total lease payments | 7,389 |
Less interest | 535 |
Present value of lease liabilities | $ 6,854 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock (Details) | Mar. 31, 2023 vote |
Equity [Abstract] | |
Common Stock, Number of Votes | 1 |
STOCKHOLDERS' EQUITY - JonesTra
STOCKHOLDERS' EQUITY - JonesTrading Agreements (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Equity [Abstract] | ||
Aggregate offering price | $ 150,000,000 | |
Proceeds from issuance of common stock | $ 0 | $ 0 |
STOCKHOLDERS' EQUITY - Stock Re
STOCKHOLDERS' EQUITY - Stock Repurchase Program (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class of Stock [Line Items] | ||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 19,900,000 | |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Payments for Repurchase of Common Stock | $ 0 | $ 24,900,000 |
Average price per share of shares repurchased (in dollars per share) | $ 48.18 | |
Series A-1 Preferred Stock | ||
Class of Stock [Line Items] | ||
Payments for Repurchase of Preferred Stock and Preference Stock | $ 256,000 | |
Average price per share of shares repurchased (in dollars per share) | $ 45.24 |
STOCK-BASED AWARDS - Stock-base
STOCK-BASED AWARDS - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 5,795 | $ 4,639 |
Cost of goods sold | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 19 | 54 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 190 | 345 |
Technology | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | 2,422 | 1,840 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation expense | $ 3,164 | $ 2,400 |
STOCK-BASED AWARDS - Additional
STOCK-BASED AWARDS - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Stock-Based Awards | ||
Stock Issued During Period, Shares, Employee Stock Ownership Plan | 68,011 | 41,918 |
Stock Issued, Employee Stock Purchase Plan, Average Price Per Share | $ 16.46 | $ 48.37 |
Restricted Stock Awards | First year | ||
Stock-Based Awards | ||
Annual award vesting percentage | 33.30% | |
Restricted Stock Awards | Second year | ||
Stock-Based Awards | ||
Annual award vesting percentage | 33.30% | |
Restricted Stock Awards | Third year | ||
Stock-Based Awards | ||
Annual award vesting percentage | 33.40% | |
Employee Stock | ||
Stock-Based Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,800,000 | |
Employee Benefits and Share-based Compensation | $ 548 | $ 627 |
STOCK-BASED AWARDS - Restricted
STOCK-BASED AWARDS - Restricted Stock Activity (Details) - Restricted Stock Awards shares in Thousands | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Units | |
Outstanding-beginning of year (in shares) | shares | 781 |
Granted at fair value (in shares) | shares | 1,033 |
Vested (in shares) | shares | (268) |
Forfeited (in shares) | shares | (57) |
Outstanding-end of period (in shares) | shares | 1,489 |
Weighted Average Grant Date Fair Value | |
Outstanding-beginning of year (in dollars per share) | $ / shares | $ 50.17 |
Granted at fair value (in dollars per share) | $ / shares | 20.92 |
Vested (in dollars per share) | $ / shares | 44.79 |
Forfeited (in dollars per share) | $ / shares | 39.50 |
Outstanding-end of period (in dollars per share) | $ / shares | $ 31.26 |
REVENUE AND CONTRACT LIABILIT_2
REVENUE AND CONTRACT LIABILITY Unearned Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Contract with Customer, Liability | $ 47,123 | $ 44,480 | $ 59,387 |
Increase (Decrease) in Contract with Customer, Liability | 25,052 | 32,993 | |
Contract with Customer, Liability, Revenue Recognized | $ (22,409) | $ (47,900) |
REVENUE AND CONTRACT LIABILIT_3
REVENUE AND CONTRACT LIABILITY Club O Reward Unearned Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue, Current | $ 47,123 | $ 44,480 | |
Gift Card and Club O Rewards Breakage | 849 | $ 1,100 | |
Club O Reward Points [Member] | |||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |||
Deferred Revenue, Current | $ 10,700 | $ 10,900 |
REVENUE AND CONTRACT LIABILIT_4
REVENUE AND CONTRACT LIABILITY Sales Return Allowance (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Sales returns allowance [Abstract] | |||
Sales Return, Reserve for Sales Returns, Current | $ 10,416 | $ 10,222 | $ 13,923 |
Sales Returns, Additions To Reserve For Sales Returns | 30,155 | 161,492 | |
Deductions From Sales Returns, Current | $ (29,961) | $ (165,193) |
NET INCOME LOSS PER SHARE - Inc
NET INCOME LOSS PER SHARE - Income & Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net income (loss) | $ (10,307) | $ 10,123 |
Less: Preferred stock dividends—declared and accumulated | 0 | 182 |
Undistributed income (loss) | (10,307) | 9,941 |
Less: Undistributed income (loss) allocated to participating securities | 0 | 952 |
Net income (loss) attributable to common stockholders | $ (10,307) | $ 8,989 |
Basic | 45,067 | 43,052 |
Restricted stock awards | 0 | 230 |
Diluted | 45,067 | 43,282 |
Basic | $ (0.23) | $ 0.21 |
Diluted | $ (0.23) | $ 0.21 |
NET INCOME LOSS PER SHARE (Deta
NET INCOME LOSS PER SHARE (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Payment Arrangement | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,489 | 506 |
Employee Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 117 | 64 |