Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 06, 2020 | Jun. 30, 2019 | |
Document and Entity Information | |||
Entity Registrant Name | OVERSTOCK.COM, INC | ||
Entity Central Index Key | 0001130713 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 385.9 | ||
Entity Common Stock, Shares Outstanding | 40,325,793 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 112,266 | $ 141,512 |
Restricted cash | 2,632 | 1,302 |
Marketable securities at fair value | 10,308 | 0 |
Accounts receivable, net | 24,728 | 35,930 |
Notes receivable, current | 3,111 | 359 |
Inventories, net | 5,840 | 14,108 |
Prepaids and other current assets | 18,478 | 22,056 |
Total current assets | 177,363 | 215,267 |
Property and equipment, net | 130,028 | 134,687 |
Intangible assets, net | 11,756 | 13,370 |
Goodwill | 27,120 | 22,895 |
Equity securities | 42,043 | 60,427 |
Operating lease right-of-use assets | 25,384 | 0 |
Other long-term assets, net | 4,033 | 14,573 |
Total assets | 417,727 | 461,219 |
Current liabilities: | ||
Accounts payable | 75,416 | 102,574 |
Accrued liabilities | 88,197 | 87,858 |
Deferred revenue | 41,821 | 50,578 |
Operating lease liabilities, current | 6,603 | 0 |
Other current liabilities | 3,962 | 476 |
Total current liabilities | 215,999 | 241,486 |
Long-term debt, net | 0 | 3,069 |
Operating lease liabilities, non-current | 21,554 | 0 |
Other long-term liabilities | 2,319 | 5,958 |
Total liabilities | 239,872 | 250,513 |
Stockholders' equity: | ||
Common stock, $0.0001 par value, authorized shares - 100,000 | 4 | 3 |
Additional paid-in capital | 764,845 | 657,981 |
Accumulated deficit | (580,390) | (458,897) |
Accumulated other comprehensive loss | (568) | (584) |
Treasury stock at cost - 3,326 and 3,200 | (68,807) | (66,757) |
Equity attributable to stockholders of Overstock.com, Inc. | 115,084 | 131,746 |
Equity attributable to noncontrolling interests | 62,771 | 78,960 |
Total stockholders' equity | 177,855 | 210,706 |
Total liabilities and stockholders' equity | 417,727 | 461,219 |
Series A, issued and outstanding - 0 and 127 | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, authorized shares - 5,000 | 0 | 0 |
Series A-1, issued and outstanding - 4,210 and 0 (including 4,085 shares declared as a stock dividend, not yet distributed) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, authorized shares - 5,000 | 0 | 0 |
Series B, issued and outstanding - 357 and 355 | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, authorized shares - 5,000 | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 42,790,000 | 35,346,000 |
Common stock, shares outstanding | 39,464,000 | 32,146,000 |
Treasury stock, shares | 3,326,000 | 3,200,000 |
Series A, issued and outstanding - 0 and 127 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 0 | 127,000 |
Preferred stock, shares outstanding | 0 | 127,000 |
Series B, issued and outstanding - 357 and 355 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 357,000 | 355,000 |
Preferred stock, shares outstanding | 357,000 | 355,000 |
Series A-1, issued and outstanding - 4,210 and 0 (including 4,085 shares declared as a stock dividend, not yet distributed) | ||
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares issued | 4,210,000 | 0 |
Dividend declared, not yet distributed | 4,085,000 | 0 |
Preferred stock, shares outstanding | 4,210,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue, net | |||||||||||
Total net revenue | $ 370,881 | $ 347,099 | $ 373,709 | $ 367,729 | $ 452,548 | $ 440,580 | $ 483,133 | $ 445,331 | $ 1,459,418 | $ 1,821,592 | $ 1,744,756 |
Cost of goods sold | |||||||||||
Total cost of goods sold | 294,359 | 277,551 | 299,810 | 294,605 | 370,968 | 353,864 | 391,390 | 351,462 | 1,166,325 | 1,467,684 | 1,404,205 |
Gross profit | 76,522 | 69,548 | 73,899 | 73,124 | 81,580 | 86,716 | 91,743 | 93,869 | 293,093 | 353,908 | 340,551 |
Operating expenses: | |||||||||||
Sales and marketing | 40,868 | 34,215 | 34,560 | 33,477 | 47,537 | 55,312 | 94,416 | 77,214 | 143,120 | 274,479 | 180,589 |
Technology | 33,970 | 32,782 | 33,153 | 35,433 | 34,557 | 33,880 | 32,423 | 31,294 | 135,338 | 132,154 | 115,878 |
General and administrative | 33,247 | 32,681 | 31,964 | 40,232 | 47,930 | 45,356 | 31,440 | 39,755 | 138,124 | 164,481 | 90,718 |
Total operating expenses | 108,085 | 99,678 | 99,677 | 109,142 | 130,024 | 134,548 | 158,279 | 148,263 | 416,582 | 571,114 | 387,185 |
Operating loss | (31,563) | (30,130) | (25,778) | (36,018) | (48,444) | (47,832) | (66,536) | (54,394) | (123,489) | (217,206) | (46,634) |
Interest income | 315 | 449 | 630 | 403 | 661 | 383 | 620 | 544 | 1,797 | 2,208 | 659 |
Interest expense | (53) | (57) | (105) | (127) | (98) | (101) | (395) | (874) | (342) | (1,468) | (2,937) |
Other income (expense), net | 1,547 | (4,781) | (2,995) | (6,272) | (1,999) | (1,848) | 368 | (9) | (12,501) | (3,488) | 1,178 |
Loss before income taxes | (29,754) | (34,519) | (28,248) | (42,014) | (49,880) | (49,398) | (65,943) | (54,733) | (134,535) | (219,954) | (47,734) |
Provision (benefit) from income taxes | (94) | 23 | (622) | 878 | (1,939) | (141) | (27) | (277) | 185 | (2,384) | 64,188 |
Consolidated net loss | (29,660) | (34,542) | (27,626) | (42,892) | (47,941) | (49,257) | (65,916) | (54,456) | (134,720) | (217,570) | (111,922) |
Less: Net loss attributable to noncontrolling interests | (2,682) | (3,604) | (2,945) | (3,648) | (5,614) | (1,334) | (1,005) | (3,547) | (12,879) | (11,500) | (2,044) |
Net loss attributable to stockholders of Overstock.com, Inc. | $ (26,978) | $ (30,938) | $ (24,681) | $ (39,244) | $ (42,327) | $ (47,923) | $ (64,911) | $ (50,909) | $ (121,841) | $ (206,070) | $ (109,878) |
Net loss per common share—basic: | |||||||||||
Net loss attributable to common shares—basic: | $ (0.73) | $ (0.89) | $ (0.69) | $ (1.18) | $ (1.39) | $ (1.55) | $ (2.20) | $ (1.74) | $ (3.46) | $ (6.83) | $ (4.28) |
Weighted average common shares outstanding—basic | 36,573 | 35,241 | 35,225 | 32,370 | 32,112 | 30,279 | 28,903 | 28,566 | 34,865 | 29,976 | 25,044 |
Net loss per common share—diluted: | |||||||||||
Net loss attributable to common shares—diluted: | $ (0.73) | $ (0.89) | $ (0.69) | $ (1.18) | $ (1.39) | $ (1.55) | $ (2.20) | $ (1.74) | $ (3.46) | $ (6.83) | $ (4.28) |
Weighted average common shares outstanding—diluted | 36,573 | 35,241 | 35,225 | 32,370 | 32,112 | 30,279 | 28,903 | 28,566 | 34,865 | 29,976 | 25,044 |
Retail | |||||||||||
Revenue, net | |||||||||||
Total net revenue | $ 1,434,974 | $ 1,800,187 | $ 1,728,104 | ||||||||
Cost of goods sold | |||||||||||
Total cost of goods sold | 1,147,025 | 1,452,195 | 1,392,558 | ||||||||
Other | |||||||||||
Revenue, net | |||||||||||
Total net revenue | 24,444 | 21,405 | 16,652 | ||||||||
Cost of goods sold | |||||||||||
Total cost of goods sold | $ 19,300 | $ 15,489 | $ 11,647 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Consolidated net loss | $ (134,720) | $ (217,570) | $ (111,922) |
Unrealized gain on cash flow hedges, net of benefit (expense) for taxes of $0, $0 and $(689) | 16 | 15 | 941 |
Other comprehensive income | 16 | 15 | 941 |
Comprehensive loss | (134,704) | (217,555) | (110,981) |
Less: Comprehensive loss attributable to noncontrolling interests | (12,879) | (11,500) | (2,044) |
Comprehensive loss attributable to stockholders of Overstock.com, Inc. | $ (121,825) | $ (206,055) | $ (108,937) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Provision (benefit) for taxes on cash flow hedges | $ 0 | $ 0 | $ (689) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Series A, issued and outstanding - 0 and 127 | Series A-1, issued and outstanding - 4,210 and 0 (including 4,085 shares declared as a stock dividend, not yet distributed) | Series B, issued and outstanding - 357 and 355 | Balance at end of year | Treasury stock | Preferred stock | Preferred stockSeries A, issued and outstanding - 0 and 127 | Preferred stockSeries A-1, issued and outstanding - 4,210 and 0 (including 4,085 shares declared as a stock dividend, not yet distributed) | Preferred stockSeries B, issued and outstanding - 357 and 355 | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Parent | Noncontrolling interest |
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Common Stock, Value, Issued | $ 3 | ||||||||||||||
Preferred stock, shares outstanding | 127,000 | 0 | 569,000 | ||||||||||||
Beginning balance (in shares) at Dec. 31, 2016 | 27,895,000 | 2,463,000 | |||||||||||||
Beginning balance at Dec. 31, 2016 | $ (52,587) | $ 383,348 | $ (153,898) | $ (1,540) | $ (2,366) | ||||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Common stock issued upon vesting of restricted stock | 212,000 | ||||||||||||||
Common stock issued for asset purchase | 0 | ||||||||||||||
Exercise of stock options | 39,000 | ||||||||||||||
Exercise of stock warrants | 2,472,000 | ||||||||||||||
Common stock sold through ATM offering | 0 | ||||||||||||||
Other | 14,000 | (14,000) | |||||||||||||
Tax withholding upon vesting of restricted stock | 68,000 | ||||||||||||||
Purchases of treasury stock | 604,000 | ||||||||||||||
Stock-based compensation to employees and directors | 4,077 | 0 | |||||||||||||
Common stock issued for asset purchase | 0 | ||||||||||||||
Exercise of stock options | 664 | ||||||||||||||
Issuance and exercise of stock warrants | 106,462 | ||||||||||||||
Common stock sold through ATM offering, net | $ 0 | 0 | |||||||||||||
Other | 181 | (181) | 0 | ||||||||||||
Cumulative effect of change in accounting principle | 9,374 | ||||||||||||||
Net loss attributable to stockholders of Overstock.com, Inc. | (109,878) | (109,878) | |||||||||||||
Declaration and payment of preferred dividends | (109) | ||||||||||||||
Net other comprehensive income | 941 | 941 | |||||||||||||
Tax withholding upon vesting of restricted stock | $ (1,229) | 0 | |||||||||||||
Purchase of treasury stock | $ (10,000) | ||||||||||||||
Common stock sold through ATM offering | $ 0 | ||||||||||||||
Proceeds from security token offering, net | 905 | ||||||||||||||
Paid in capital for noncontrolling interest | 0 | ||||||||||||||
Fair value of noncontrolling interest at acquisition | 0 | ||||||||||||||
Net loss attributable to noncontrolling interests | $ 2,044 | 2,044 | |||||||||||||
Ending balance (in shares) at Dec. 31, 2017 | 27,497,000 | 30,632,000 | 3,135,000 | ||||||||||||
Ending balance at Dec. 31, 2017 | $ 172,123 | $ (63,816) | 494,732 | (254,692) | (599) | $ 175,628 | (3,505) | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Common stock repurchased through business combination | 0 | ||||||||||||||
Common stock repurchased through business combination | $ 0 | ||||||||||||||
Partners' Capital Account, Exchange of Shares | 0 | 0 | |||||||||||||
Partners' Capital Account, Units, Converted | 0 | 0 | |||||||||||||
Dividend declared, not yet distributed | 0 | ||||||||||||||
Common Stock, Value, Issued | $ 3 | ||||||||||||||
Preferred stock, shares outstanding | 127,000 | 0 | 555,000 | ||||||||||||
Preferred stock | $ 0 | ||||||||||||||
Common stock issued upon vesting of restricted stock | 234,000 | ||||||||||||||
Common stock issued for asset purchase | 147,000 | ||||||||||||||
Exercise of stock options | 0 | ||||||||||||||
Exercise of stock warrants | 1,250,000 | ||||||||||||||
Common stock sold through ATM offering | 2,883,000 | ||||||||||||||
Other | 200,000 | (200,000) | |||||||||||||
Tax withholding upon vesting of restricted stock | 65,000 | ||||||||||||||
Purchases of treasury stock | 0 | ||||||||||||||
Stock-based compensation to employees and directors | 10,316 | 4,040 | |||||||||||||
Common stock issued for asset purchase | 4,430 | ||||||||||||||
Exercise of stock options | 0 | ||||||||||||||
Issuance and exercise of stock warrants | 50,588 | ||||||||||||||
Common stock sold through ATM offering, net | 94,554 | 94,554 | |||||||||||||
Other | 3,361 | (3,098) | (1,148) | ||||||||||||
Cumulative effect of change in accounting principle | 5,040 | ||||||||||||||
Net loss attributable to stockholders of Overstock.com, Inc. | (206,070) | (206,070) | |||||||||||||
Declaration and payment of preferred dividends | (77) | ||||||||||||||
Net other comprehensive income | 15 | 15 | |||||||||||||
Tax withholding upon vesting of restricted stock | $ (2,941) | (1,681) | |||||||||||||
Purchase of treasury stock | $ 0 | ||||||||||||||
Common stock sold through ATM offering | $ 0 | ||||||||||||||
Proceeds from security token offering, net | 82,354 | ||||||||||||||
Paid in capital for noncontrolling interest | 5,932 | ||||||||||||||
Fair value of noncontrolling interest at acquisition | 4,468 | ||||||||||||||
Net loss attributable to noncontrolling interests | $ 11,500 | 11,500 | |||||||||||||
Ending balance (in shares) at Dec. 31, 2018 | 32,146,000 | 35,346,000 | 3,200,000 | ||||||||||||
Ending balance at Dec. 31, 2018 | $ 210,706 | $ (66,757) | 657,981 | (458,897) | (584) | 131,746 | 78,960 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Common stock repurchased through business combination | 0 | ||||||||||||||
Common stock repurchased through business combination | $ 0 | ||||||||||||||
Partners' Capital Account, Exchange of Shares | 0 | 0 | |||||||||||||
Partners' Capital Account, Units, Converted | 0 | 0 | |||||||||||||
Dividend declared, not yet distributed | 0 | 0 | |||||||||||||
Common Stock, Value, Issued | 3 | $ 3 | |||||||||||||
Preferred stock, shares outstanding | 127,000 | 0 | 355,000 | 127,000 | 0 | 355,000 | |||||||||
Preferred stock | $ 0 | $ 0 | $ 0 | 0 | |||||||||||
Common stock issued upon vesting of restricted stock | 270,000 | ||||||||||||||
Common stock issued for asset purchase | 0 | ||||||||||||||
Exercise of stock options | 0 | ||||||||||||||
Exercise of stock warrants | 0 | ||||||||||||||
Common stock sold through ATM offering | 7,174,000 | ||||||||||||||
Other | 0 | 0 | |||||||||||||
Tax withholding upon vesting of restricted stock | 79,000 | ||||||||||||||
Purchases of treasury stock | 0 | ||||||||||||||
Stock-based compensation to employees and directors | 18,229 | 0 | |||||||||||||
Common stock issued for asset purchase | 0 | ||||||||||||||
Exercise of stock options | 0 | ||||||||||||||
Issuance and exercise of stock warrants | 0 | ||||||||||||||
Common stock sold through ATM offering, net | 82,954 | 85,801 | |||||||||||||
Other | 2,834 | 425 | (3,310) | ||||||||||||
Cumulative effect of change in accounting principle | 0 | ||||||||||||||
Net loss attributable to stockholders of Overstock.com, Inc. | (121,841) | (121,841) | |||||||||||||
Declaration and payment of preferred dividends | (77) | ||||||||||||||
Net other comprehensive income | 16 | 16 | |||||||||||||
Tax withholding upon vesting of restricted stock | $ (1,407) | 0 | |||||||||||||
Purchase of treasury stock | $ 0 | ||||||||||||||
Common stock sold through ATM offering | $ 1 | ||||||||||||||
Proceeds from security token offering, net | 0 | ||||||||||||||
Paid in capital for noncontrolling interest | 0 | ||||||||||||||
Fair value of noncontrolling interest at acquisition | 0 | ||||||||||||||
Net loss attributable to noncontrolling interests | $ 12,879 | 12,879 | |||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 39,464,000 | 42,790,000 | 3,326,000 | ||||||||||||
Ending balance at Dec. 31, 2019 | $ 177,855 | $ (68,807) | $ 764,845 | $ (580,390) | $ (568) | $ 115,084 | $ 62,771 | ||||||||
Increase (Decrease) in Stockholders' Equity | |||||||||||||||
Common stock repurchased through business combination | 47,000 | ||||||||||||||
Common stock repurchased through business combination | $ (643) | ||||||||||||||
Partners' Capital Account, Exchange of Shares | 125,000 | (125,000) | |||||||||||||
Partners' Capital Account, Units, Converted | (2,000) | (2,000) | |||||||||||||
Dividend declared, not yet distributed | 4,085,000 | 4,085,000 | |||||||||||||
Common Stock, Value, Issued | $ 4 | $ 4 | |||||||||||||
Preferred stock, shares outstanding | 0 | 4,210,000 | 357,000 | 0 | 4,210,000 | 357,000 | |||||||||
Preferred stock | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Cash Flows [Abstract] | |||
Consolidated net loss | $ (134,720,000) | $ (217,570,000) | $ (111,922,000) |
Adjustments to reconcile consolidated net loss to net cash used in operating activities: | |||
Depreciation of property and equipment | 26,262,000 | 26,411,000 | 28,848,000 |
Amortization of intangible assets | 4,769,000 | 5,286,000 | 3,999,000 |
Non-cash operating lease cost | 6,676,000 | 0 | 0 |
Stock-based compensation to employees and directors | 18,229,000 | 14,356,000 | 4,077,000 |
Deferred income taxes, net | (69,000) | (2,386,000) | 65,199,000 |
Gain on investment in precious metals | 0 | 0 | (1,971,000) |
Gain on sale of cryptocurrencies | 569,000 | 8,370,000 | 1,995,000 |
Impairment of equity securities | 334,000 | 10,463,000 | 0 |
Impairment of equity securities | 7,090,000 | 536,000 | 5,487,000 |
Losses on equity method securities | (7,734,000) | (3,869,000) | (508,000) |
Loss on disposal of business and other asset abandonments | 0 | 3,565,000 | 0 |
Impairments on intangible assets | 1,406,000 | 6,000,000 | 0 |
Other non-cash adjustments | (2,037,000) | (583,000) | 2,832,000 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable, net | 13,385,000 | (5,558,000) | (1,938,000) |
Inventories, net | 8,268,000 | 628,000 | 5,234,000 |
Prepaids and other current assets | 5,956,000 | (3,622,000) | (2,799,000) |
Other long-term assets, net | (660,000) | (2,870,000) | (2,307,000) |
Accounts payable | (27,158,000) | 16,499,000 | (20,995,000) |
Accrued liabilities | (281,000) | 5,661,000 | (12,311,000) |
Deferred revenue | (8,757,000) | 9,150,000 | 4,688,000 |
Operating lease liabilities | (8,013,000) | 0 | 0 |
Other long-term liabilities | 543,000 | (399,000) | 145,000 |
Net cash used in operating activities | (81,612,000) | (138,934,000) | (35,221,000) |
Cash flows from investing activities: | |||
Proceeds from sale of precious metals | 0 | 0 | 11,917,000 |
Purchase of intangible assets | 0 | (9,597,000) | (423,000) |
Purchase of equity securities | 12,641,000 | 48,731,000 | 5,188,000 |
Proceeds from sale of equity securities and marketable securities | 7,339,000 | 0 | 0 |
Disbursement for notes receivable | (4,715,000) | (3,059,000) | (750,000) |
Acquisitions of businesses, net of cash acquired | 4,886,000 | (12,912,000) | 0 |
Deposit on purchase of a business | 0 | (8,000,000) | 0 |
Expenditures for property and equipment | (21,774,000) | (28,680,000) | (23,586,000) |
Other investing activities, net | 53,000 | 56,000 | 70,000 |
Net cash used in investing activities | (26,852,000) | (110,923,000) | (17,960,000) |
Cash flows from financing activities: | |||
Payments on finance obligations | 0 | 0 | (15,316,000) |
Payments on interest swap | 0 | 0 | (1,535,000) |
Payment on long-term debt | (3,141,000) | (40,000,000) | (45,766,000) |
Proceeds under short-term contract financing | 4,858,000 | 0 | 0 |
Payments under short-term contract financing | (1,353,000) | 0 | 0 |
Proceeds from long-term debt | 0 | 0 | 40,000,000 |
Payments of preferred dividends | (77,000) | (77,000) | (109,000) |
Proceeds from issuance and exercise of stock warrants | 0 | 50,588,000 | 106,462,000 |
Proceeds from exercise of stock options | 0 | 0 | 664,000 |
Proceeds from security token offering, net of offering costs and withdrawals | 0 | 82,354,000 | 905,000 |
Proceeds from sale of common stock, net of offering costs | 82,954,000 | 94,554,000 | 0 |
Paid in capital for noncontrolling interest | 0 | (6,700,000) | 0 |
Purchase of treasury stock | 0 | 0 | (10,000,000) |
Payments of taxes withheld upon vesting of restricted stock | (1,407,000) | (4,622,000) | (1,229,000) |
Payment of debt issuance costs | 0 | 0 | (670,000) |
Other financing activities, net | (1,286,000) | (496,000) | (83,000) |
Net cash provided by financing activities | 80,548,000 | 189,001,000 | 73,323,000 |
Net increase (decrease) in cash and cash equivalents | (27,916,000) | (60,856,000) | 20,142,000 |
Cash, cash equivalents and restricted cash, beginning of year | 142,814,000 | 203,670,000 | 183,528,000 |
Cash, cash equivalents and restricted cash, end of year | 114,898,000 | 142,814,000 | 203,670,000 |
Cash paid during the period: | |||
Interest Paid, Excluding Capitalized Interest, Operating Activities | 264,000 | 1,319,000 | 2,940,000 |
Income Taxes Paid, Net | (1,259,000) | (726,000) | 487,000 |
Non-cash investing and financing activities: | |||
Property and equipment financed through accounts payable and accrued liabilities | 350,000 | 139,000 | 989,000 |
Equipment acquired under capital lease obligations | 0 | 0 | 1,421,000 |
Proceeds from sale of common stock included in accounts receivable | 2,848,000 | 0 | 0 |
Acquisition of assets through stock issuance | 0 | 4,430,000 | 0 |
Change in fair value of cash flow hedge | 0 | 0 | (1,738,000) |
Common stock repurchased through business combination | 643,000 | 0 | 0 |
Note receivable converted to equity investment | 2,887,000 | 200,000 | 1,368,000 |
Deposit applied to business combination purchase price | 7,347,000 | 0 | 0 |
Equity method security applied to business combination purchase price | 3,800,000 | 0 | 0 |
Recognition of right-of-use assets upon adoption of ASC 842 | $ 30,968,000 | $ 0 | $ 0 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION Business and organization As used herein, "Overstock," "Overstock.com," "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. We are an online retailer and advancer of blockchain technology. Through our online retail business, we offer a broad range of price-competitive products, including furniture, home decor, bedding and bath, and housewares, among other products. We sell our products and services through our Internet websites located at www.overstock.com, www.o.co and www.o.biz (referred to collectively as the "Website"). Although our three 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 three websites. In late 2014, we began working on initiatives to develop and advance blockchain technology, which initiatives we refer to collectively as Medici. Our Medici business initiatives seek to leverage the security, transparency and immutability of cryptographically protected and distributed ledgers, such as blockchains, and are focused on solving important problems, including financial transaction issues, particularly in the area of securities settlement. Our Medici business initiatives include our wholly-owned subsidiary, Medici Ventures, Inc. ("Medici Ventures"), which conducts a majority of its business through its majority-owned subsidiary tZERO Group, Inc. ("tZERO"), formerly tØ.com, Inc., a financial technology company pursuing potential financial applications of blockchain technologies as well as non-blockchain businesses. Medici Ventures currently holds equity interests in several technology companies whose focuses include commercial blockchain applications for identity and social media, property and land, money and banking, capital markets, supply chain, and voting. 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. For purposes of comparability, we reclassified certain immaterial amounts in the prior periods presented to conform with the current year presentation. |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES | ACCOUNTING POLICIES Principles of consolidation The accompanying consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries and subsidiaries for which we exercise control. All intercompany account balances and transactions have been eliminated in consolidation. Included in our consolidated financial statements are the financial results of Bitsy, Inc. from the acquisition date of January 1, 2019, Verify Investor, LLC from the date of acquisition on February 12, 2018, and Mac Warehouse, LLC from the date of acquisition on June 25, 2018. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in our consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, receivables valuation, revenue recognition, Club O and gift card breakage, sales returns, vendor incentive discount offers, inventory valuation, depreciable lives of fixed assets and internally-developed software, goodwill valuation, intangible asset valuation, equity security 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, actual results could differ materially from these estimates. Cash equivalents We classify all highly liquid instruments, including instruments with a remaining maturity of three months or less at the time of purchase, as cash equivalents. Cash equivalents were $2.8 million and $3.1 million at December 31, 2019 and 2018 , respectively. 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, certain equity securities, 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 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, 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). 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, 2019 and 2018 , as indicated (in thousands): Fair Value Measurements at December 31, 2019 Total Level 1 Level 2 Level 3 Assets: Cash equivalents—Money market mutual funds $ 2,799 $ 2,799 $ — $ — Investment in equity securities, at fair value 823 823 — — Investment in marketable securities, at fair value 10,308 10,308 — — Trading securities held in a "rabbi trust" (1) 116 116 — — Total assets $ 14,046 $ 14,046 $ — $ — Liabilities: Deferred compensation accrual "rabbi trust" (2) $ 116 $ 116 $ — $ — Total liabilities $ 116 $ 116 $ — $ — Fair Value Measurements at December 31, 2018 Total Level 1 Level 2 Level 3 Assets: Cash equivalents—Money market mutual funds $ 3,135 $ 3,135 $ — $ — Investment in equity securities, at fair value 2,636 2,636 — — Trading securities held in a "rabbi trust" (1) 84 84 — — Total assets $ 5,855 $ 5,855 $ — $ — Liabilities: Deferred compensation accrual "rabbi trust" (2) 85 85 — — Total liabilities $ 85 $ 85 $ — $ — ___________________________________________ (1) — Trading securities held in a rabbi trust are included in Prepaids and other current assets and 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. Accounts receivable, net Accounts receivable consist primarily of carrier rebates, trade amounts due from customers in the United States, and uncleared credit card transactions at period end. Accounts receivable are recorded at invoiced amounts and do not bear interest. From time to time, we grant credit to some of our business customers on normal credit terms (typically 30 days). We maintain an allowance for doubtful accounts receivable based upon our business customers' financial condition and payment history, and our historical collection experience and expected collectability of accounts receivable. The allowance for doubtful accounts receivable was $2.5 million and $2.1 million at December 31, 2019 and 2018 , respectively. Concentration of credit risk At December 31, 2019 and 2018 , one bank held the majority of our cash and cash equivalents. Our cash equivalents primarily consist of money market securities which are uninsured. We do not believe that, as a result of this concentration, we are subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. Inventories, net Inventories, net include merchandise purchased for resale 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 cryptocurrency-denominated assets ("cryptocurrencies"). See Cryptocurrencies below. Cryptocurrencies We hold cryptocurrency-denominated assets ("cryptocurrencies") such as bitcoin and we include them in Prepaids and other current assets in our consolidated balance sheets. Our cryptocurrencies were $2.6 million and $2.4 million at December 31, 2019 and 2018 , respectively, and are recorded at cost less impairment. We recognize impairment on these assets caused by decreases in market value, determined by taking quoted prices from various digital currency exchanges with active markets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. See Fair value of financial instruments above. Such impairment in the value of our cryptocurrencies is recorded in General and administrative expense in our consolidated statements of operations. Impairments on cryptocurrencies were $334,000 , $10.5 million , and $0 during the years ended December 31, 2019 , 2018 and 2017 , respectively. Gains and losses realized upon sale of cryptocurrencies are also recorded in General and administrative expense in our consolidated statements of operations. We occasionally use our cryptocurrencies to purchase other cryptocurrencies. Gains and losses realized with these non-cash transactions are also recorded in General and administrative expense in our consolidated statements of operations. These non-cash transactions as well as gains (losses) from cryptocurrencies received through tZERO's offering of tZERO's Preferred Equity Tokens, Series A ("TZROP") are also presented as an adjustment to reconcile Consolidated net loss to Net cash used in operating activities in our consolidated statements of cash flows. Further, the proceeds from the sale of cryptocurrencies received through tZERO's offering of TZROP are presented as a financing activity in our consolidated statements of cash flows due to its near immediate conversion into cash and its economic similarity to the receipt of cash proceeds under tZERO's offering of TZROP. Realized gains on sale of cryptocurrencies were $569,000 , $8.4 million , and $0 during the years ended December 31, 2019 , 2018 , and 2017 , respectively. 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 (years) 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. During the years ended December 31, 2019 , 2018 , and 2017 , we capitalized $13.0 million , $19.3 million , and $9.6 million , respectively, of costs associated with internal-use software and website development, both developed internally and acquired externally. Depreciation of internal-use software and website development for the years ended December 31, 2019 , 2018 , and 2017 was $12.9 million , $13.8 million , and $15.9 million , respectively. Depreciation expense is classified within the corresponding operating expense categories in the consolidated statements of operations as follows (in thousands): Year ended December 31, 2019 2018 2017 Cost of goods sold—retail $ 687 $ 354 $ 307 Technology 20,798 21,894 24,604 General and administrative 4,777 4,163 3,937 Total depreciation $ 26,262 $ 26,411 $ 28,848 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. Equity securities and marketable securities under ASC 321 At December 31, 2019 , we held minority interests (less than 20%) in certain public and privately held entities, accounted for under ASC Topic 321, Investments — Equity Securities ("ASC 321"), which are included in Equity securities and Marketable securities in our consolidated balance sheets. We measure our ASC 321 equity securities and marketable securities at fair value, unless there is no readily determinable fair value for the underlying security. Where there is no readily determinable fair value, we have elected the measurement alternative described in ASC 321 and below. Dividends received are reported in earnings if and when received. We review our securities individually for impairment by evaluating if events or circumstances have occurred that may indicate the fair value of the security is less than its carrying value. If such events or circumstances have occurred, we estimate the fair value of the security 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. In such cases, the estimated fair value of the security is determined using unobservable inputs including assumptions by the investee's management including quantitative information such as lower valuations in recently completed or proposed financings. These inputs are classified as Level 3. Because several of these private companies are in the early startup or development stages, these entities are subject to potential changes in cash flows, valuation, as well as inability to raise additional capital which may be necessary for the liquidity needed to support their operations. Certain of our equity securities lack readily determinable fair values and therefore the securities are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar equity securities of the same issuer. The carrying amount of our equity securities without readily determinable fair values was approximately $3.9 million and $17.7 million at December 31, 2019 and 2018 , respectively. Cumulative downward adjustments for price changes and impairments for our equity securities without readily determinable fair values held at December 31, 2019 were $6.2 million , and the cumulative upward adjustments for price changes to equity securities were $958,000 as of December 31, 2019 . The impairments and downward adjustments for the period related to equity securities without readily determinable fair values at December 31, 2019 , 2018 and 2017 is as follows (in thousands): Year ended December 31, 2019 2018 2017 Impairments and downward adjustments of equity securities without readily determinable fair values $ (5,708 ) $ (536 ) $ (5,487 ) Upward adjustments of equity securities without readily determinable fair values $ — $ 958 $ — Certain of these equity securities and our marketable securities, which had a carrying value of $11.1 million at December 31, 2019 and $2.6 million at December 31, 2018 , respectively, are carried at fair value based on Level 1 inputs. See Fair value of financial instruments above. The portion of unrealized gains and losses for the period related to equity securities with readily determinable fair value still held at December 31, 2019 , 2018 and 2017 is as calculated as follows (in thousands): Year ended December 31, 2019 2018 2017 Net gains recognized during the period on equity securities and marketable securities $ 3,336 $ 136 $ — Less: Net gains recognized during the period on equity securities and marketable securities sold 848 — — Unrealized gains recognized during the reporting period on equity securities and marketable securities still held at the reporting period $ 2,488 $ 136 $ — Equity securities accounted for under the equity method under ASC 323 At December 31, 2019 , we held minority interests in privately held entities, 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 either holding more than a 20% voting interest in the entity or through our representation on the entity's board of directors. For certain of these entities, we provide developer services. For the years ended December 31, 2019 , 2018 and 2017 we recognized $2.7 million , $2.4 million and $159,000 of developer service revenue, respectively, in Other revenue on our consolidated statements of operations. The following table includes our equity securities accounted for under the equity method and related ownership interest as of December 31, 2019 : Ownership interest Bitt Inc. 21% Boston Security Token Exchange LLC 50% Chainstone Labs, Inc. 29% FinClusive Capital, Inc. 10% GrainChain, Inc. 18% Minds, Inc. 24% PeerNova, Inc. 11% SettleMint NV 29% Spera, Inc. 19% VinX Network Ltd. 29% Voatz, Inc. 20% Based on the nature of our ownership interests and the extent of our contributed capital, we have variable interests in certain of these entities. However, we have insufficient voting rights or other means to influence the investee such that we do not have power to direct the investee's activities that most significantly impact the economic performance of each entity. Further, we are not the investee's primary beneficiary and we therefore do not consolidate the investee in our financial statements. Our investments, plus any loans, off-balance sheet commitments, and other subordinated financial support related to these variable interest entities totaled $24.2 million and $25.9 million as of December 31, 2019 and 2018 , respectively, representing our maximum exposures to loss. The carrying amount of our equity method securities was approximately $37.3 million and $40.1 million at December 31, 2019 and 2018 , respectively. The carrying value of our equity method securities exceeded the amount of the underlying equity in net assets of our equity method securities and the difference was primarily related to goodwill and the fair value of intangible assets. The basis difference attributable to amortizable intangible assets is amortized over their estimated useful lives. We record our proportionate share of the net income or loss from our equity method securities and the amortization of the basis difference related to intangible assets in Other income (expense), net in our consolidated statements of operations with corresponding adjustments to the carrying value of the asset. We review our securities individually for impairment by evaluating if events or circumstances have occurred that may indicate the fair value of the security is less than its carrying value. If such events or circumstances have occurred, we estimate the fair value of the security 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. The following table summarizes the net losses recognized on equity method securities recorded in Other income (expense), net in our consolidated statements of operations for the years ended December 31, 2019 , 2018 and 2017 (in thousands): Year ended December 31, 2019 2018 2017 Net loss recognized on our proportionate share of the net losses of our equity method securities and amortization of the basis difference $ 7,734 $ 3,869 $ 508 Impairments on equity method securities 1,382 — — Net loss recognized during the period on equity method securities sold 524 — — Noncontrolling interests Our wholly-owned subsidiary, Medici Ventures, Inc. ("Medici Ventures"), conducts its primary business through its majority-owned subsidiaries, tZERO Group, Inc. ("tZERO"), formerly tØ.com, Inc., which includes a financial technology company, two related registered broker-dealers, an accredited investor verification company, and certain strategic interests in other entities which support or align with tZERO's objectives and strategies, and Medici Land Governance Inc. ("MLG"). Medici Ventures, tZERO, MLG, and their respective consolidated subsidiaries are included in our consolidated financial statements. Intercompany transactions have been eliminated and the amounts of contributions and gains or losses that are attributable to the noncontrolling interests are disclosed in our consolidated financial statements. 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 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 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 (See Note 3. 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, 2019 , 2018 and 2017 . The following table provides information about changes in the carrying amount of goodwill for the periods presented (in thousands): Amount Balances as of December 31, 2017 (1) $ 14,698 Goodwill acquired during year 8,197 Balances as of December 31, 2018 (2) 22,895 Goodwill acquired during year 1,685 Purchase price adjustment 2,540 Balances as of December 31, 2019 (3) $ 27,120 ___________________________________________ (1), (2), (3) — Goodwill is net of accumulated impairment loss and other adjustments of $3.3 million . Intangible assets other than goodwill We capitalize and amortize intangible assets other than goodwill over their estimated useful lives unless such lives are indefinite. Intangible assets other than goodwill acquired separately from third-parties are capitalized at cost while such assets acquired as part of a business combination are capitalized at their acquisition-date fair value. Definite lived intangible assets are amortized using the straight-line method of amortization over their useful lives, with the exception of certain intangibles (such as acquired technology, customer relationships, and trade names) which are amortized using an accelerated method of amortization based on cash flows. These definite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable as described below under Impairment of long-lived assets . Intangible assets, net consist of the following (in thousands): December 31, 2019 2018 Intangible assets subject to amortization, gross (1) $ 30,284 $ 29,099 Less: accumulated amortization of intangible assets subject to amortization (18,528 ) (15,729 ) Total intangible assets, net $ 11,756 $ 13,370 ___________________________________________ (1) — At December 31, 2019 , the weighted average remaining useful life for intangible assets subject to amortization was 5.55 years. Amortization of intangible assets other than goodwill is classified within the corresponding operating expense categories in our consolidated statements of operations as follows (in thousands): Year ended December 31, 2019 2018 2017 Technology $ 3,726 $ 3,424 $ 3,620 Sales and marketing 64 460 83 General and administrative (458 ) 1,402 296 Total amortization $ 3,332 $ 5,286 $ 3,999 General and administrative amortization above was net of reversals due to adjustments to the purchase price allocation for Mac Warehouse, as further described in Note 3. Business Combinations. Estimated amortization expense for the next five years is: $3.7 million in 2020 , $3.3 million in 2021 , $2.1 million in 2022 , $1.6 million in 2023 , $804,000 in 2024 and $323,000 thereafter. 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. See the Cryptocurrencies section above for our impairment policy over cryptocurrencies. Recoverability is measured by 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. For the year ended December 31, 2019 , we realized a $1.4 million impairment loss included in General and administrative expense in our consolidated statements of operations related to certain patents held by our Medici Ventures segment. The estimated fair value of the patents were determined based on Level 3 inputs, which were unobservable (see the Fair value of financial instruments section above), including market participant assumptions for similar assets in an inactive market. For the year ended December 31, 2018 , we realized a $6.0 million loss included in General and administrative expense in our consolidated statements of operations related to certain patents held by our Medici Ventures segment. The estimated fair value of the patents were determined based on Level 3 inputs, which were unobservable (see the Fair value of financial instruments section above), including market participant assumptions for similar assets in an inactive market. In conjunction with our annual assessment, we concluded the remaining useful life of these licenses were zero based on current contractual arrangements. There were no impairments to long-lived assets recorded during the year ended December 31, 2017 . Other long-term assets, net Other long-term assets, net consist primarily of long-term prepaid expenses, deposits, and assets acquired under finance leases. 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 from our retail business through our Website but may also derive revenue from sales of merchandise through offline and other channels. Our Retail 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, depending on the most efficient means of fulfilling the customer contract. The 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 deferred revenue prior to delivery of products or services ordered. As we ship high volumes of packages through multiple carriers, it is not practical for us to track the actual delivery date of each shipment. Therefore, 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 to eight business days from the date of shipment. We review and update our estimates on a quarterly basis based on our actual transit time experience. However, actual shipping times may differ from our estimates. Generally, we require authorization from credit card or other payment vendors whose services we offer to our customers (such as PayPal), or verification of receipt of payment, before we ship products to consumers or business purchasers. From time to time we grant credit to our business purchasers with normal credit terms (typically 30 days). 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 i |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combinations | BUSINESS COMBINATIONS tZERO Crypto, Inc. Through a series of transactions in 2018, Medici Ventures acquired a 33% equity interest in tZERO Crypto, Inc. ("tZERO Crypto"), formerly Bitsy, Inc., a U.S.-based startup that built a regulatory-compliant bridge between traditional fiat currencies and cryptocurrencies, allowing customers the ability to store, purchase and sell cryptocurrencies. tZERO Crypto was founded by Steve Hopkins, tZERO's former president and Medici Ventures' former chief operating officer and general counsel, who held a significant equity interest in tZERO Crypto. On December 21, 2018, tZERO entered into a stock purchase agreement with the owners of tZERO Crypto to acquire the remaining 67% equity interest for $8.0 million with effective control of tZERO Crypto transferring to tZERO effective January 1, 2019. In connection with the December 2018 stock purchase agreement, Medici Ventures transferred its 33% equity interest in tZERO Crypto to tZERO for a $4.0 million convertible promissory note due December 31, 2020 and an assignment of certain intellectual property to Medici Ventures. tZERO has expanded the wallet's capabilities and launched it as the tZERO Crypto wallet and exchange service. tZERO plans to offer these services as part of a suite of products that includes a digital wallet and exchange service between traditional fiat currencies and cryptocurrencies. We estimated the fair value of the acquired assets based on Level 3 inputs, which were unobservable (see Note 2. Accounting Policies, Fair value of financial instruments ) . These inputs included our estimate of future revenues, operating margins, discount rates, and assumptions about the relative competitive environment. As of March 31, 2019, our determination and allocation of the purchase price to net tangible and intangible assets was based upon preliminary estimates. During the quarter ended June 30, 2019, we received the final valuation information and completed our determination and allocation of the purchase price and recognized adjustments to the provisional values as of June 30, 2019, which decreased Intangible assets by $650,000 , increased Deferred tax liabilities by $943,000 and resulted in a corresponding increase to Goodwill of $1.7 million . We recognized an impairment of $1.3 million as a result of remeasuring to fair value our 33% equity interest in tZERO Crypto held before the business combination which was based on Level 3 inputs (see Note 2. Accounting Policies, Fair value of financial instruments ). The impairment is included in Other income (expense), net in our consolidated statement of operations for the year ended December 31, 2019. The fair values of the assets acquired and liabilities assumed at the acquisition date are as follows (in thousands): Purchase Price Fair Value Cash paid, net of cash acquired $ 3,115 Fair value of equity interest in tZERO Crypto held before business combination 3,800 Less: Fair value of Overstock.com common stock held by tZERO Crypto at acquisition date (643 ) Less: Settlement of receivable due from tZERO at acquisition date (10 ) Total transaction consideration, net of cash acquired $ 6,262 Allocation Prepaids and other current assets $ 71 Property and equipment 16 Intangible assets 6,093 Goodwill 1,685 Deferred tax liability (943 ) Other liabilities assumed (660 ) Total net assets, net of cash acquired $ 6,262 The following table details the identifiable intangible assets acquired at their fair value and their corresponding useful lives at the acquisition date (in thousands): Intangible Assets Fair Value Weighted Average Useful Life (years) Patents $ 4,293 20 Technology 1,500 5 Licenses 300 1 Total acquired intangible assets as of the acquisition date $ 6,093 Acquired intangible assets primarily include patents, technology, and licenses. The acquired assets, liabilities, and associated operating results of tZERO Crypto were consolidated into our financial statements at the acquisition date. The goodwill recognized arises from expected synergies with our tZERO operations that do not qualify for separate recognition as intangible assets and also the deferred tax liabilities arising from the business combination. None of the goodwill recognized is expected to be deductible for tax purposes. Pro forma results of operations have not been presented because the effects of this acquisition were not material to our consolidated results of operations. Mac Warehouse, LLC On June 25, 2018, we acquired 100% of the total equity interests of Mac Warehouse, LLC, an electronics retailer of refurbished Apple products, to complement our retail business. As of December 31, 2018, our determination and allocation of the purchase price to net tangible and intangible assets was based upon preliminary estimates. During the quarter ended March 31, 2019, we received the final valuation information and completed our determination and allocation of the purchase price and recognized adjustments to the provisional values as of March 31, 2019, which decreased the recognized Intangibles assets by $2.8 million , increased Accrued liabilities by $527,000 , decreased Deferred tax liabilities by $837,000 and resulted in a corresponding increase to Goodwill of $2.5 million . Additionally, the change to the provisional amount resulted in a decrease in amortization expense and accumulated depreciation of $1.4 million , of which $981,000 relates to the year ended December 31, 2018, and a $459,000 increase in Other Income related to the Accrued Liabilities that were expensed in 2018. We estimated the fair value of the acquired assets and liabilities based on Level 3 inputs, which were unobservable (see Note 2. Accounting Policies— Fair value of financial instruments ) . These inputs included our estimate of future revenues, operating margins, discount rates, royalty rates, and assumptions about the relative competitive environment. The fair values of the assets acquired and liabilities assumed at the acquisition date are as follows (in thousands): Purchase Price Fair Value Cash paid, net of cash acquired $ 1,143 Allocation Accounts receivable, net $ 399 Inventories, net 1,033 Prepaids and other current assets 29 Property and equipment 154 Intangible assets 653 Goodwill 3,376 Accounts payable and accrued liabilities (1,432 ) Long-term debt, net (3,069 ) Total net assets, net of cash acquired $ 1,143 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | ACCOUNTS RECEIVABLE, NET Accounts receivable, net consist of the following (in thousands): December 31, 2019 2018 Accounts receivable, trade $ 10,553 $ 10,380 Credit card receivables, trade 10,515 12,141 Other receivables 6,134 3,796 Freight rebates receivable — 11,729 27,202 38,046 Less: allowance for doubtful accounts (2,474 ) (2,116 ) Total accounts receivable, net $ 24,728 $ 35,930 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES, NET Inventories, net consist of the following (in thousands): December 31, 2019 2018 Product inventories, net $ 3,469 $ 10,520 Inventory in-transit 2,371 3,588 Total inventories, net $ 5,840 $ 14,108 |
PREPAIDS AND OTHER ASSETS
PREPAIDS AND OTHER ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAIDS AND OTHER ASSETS | PREPAIDS AND OTHER CURRENT ASSETS Prepaids and other current assets consist of the following (in thousands): December 31, 2019 2018 Prepaid maintenance $ 6,577 $ 7,373 Prepaid other 4,434 7,573 Prepaid insurance 4,241 2,341 Other current assets 3,088 2,963 Prepaid advertising 138 961 Prepaid inventories — 845 Total prepaids and other current assets $ 18,478 $ 22,056 |
FIXED ASSETS
FIXED ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following (in thousands): December 31, 2019 2018 Computer hardware and software, including internal-use software and website development $ 223,309 $ 215,412 Building 69,266 69,266 Furniture and equipment 17,739 17,066 Land 12,781 12,781 Leasehold improvements 11,921 8,379 Building machinery and equipment 9,796 9,713 Land improvements 7,003 6,972 351,815 339,589 Less: accumulated depreciation (221,787 ) (204,902 ) Total property and equipment, net $ 130,028 $ 134,687 Depreciation of property and equipment totaled $26.3 million , $26.4 million , and $28.8 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. During the years ended December 31, 2019 and 2018 , we retired $8.2 million and $8.0 million , respectively, of fully depreciated property and equipment that were removed from service in 2019 and 2018 . |
OTHER LONG-TERM ASSETS
OTHER LONG-TERM ASSETS | 12 Months Ended |
Dec. 31, 2019 | |
OTHER LONG-TERM ASSETS | |
OTHER LONG-TERM ASSETS | OTHER LONG-TERM ASSETS, NET Other long-term assets, net consist of the following (in thousands): December 31, 2019 2018 Other long-term assets $ 3,166 $ 4,419 Prepaid expenses, long-term portion 867 2,154 Deposit on purchase of a business — 8,000 Total other long-term assets, net $ 4,033 $ 14,573 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES Accrued liabilities consist of the following (in thousands): December 31, 2019 2018 Accounts payable accruals $ 15,692 $ 15,872 Accrued marketing expenses 13,063 14,150 Accrued compensation and other related costs 13,012 12,099 Allowance for returns 11,107 15,261 Sales and other taxes payable 10,105 9,923 Other accrued expenses 9,714 4,270 Accrued loss contingencies 9,550 10,940 Accrued freight 5,954 5,343 Total accrued liabilities $ 88,197 $ 87,858 |
DEFERRED REVENUE
DEFERRED REVENUE | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Revenue Disclosure [Abstract] | |
DEFERRED REVENUE | DEFERRED REVENUE Deferred revenue consists of the following (in thousands): December 31, 2019 2018 Payments received prior to product delivery $ 21,951 $ 30,033 Club O membership fees and reward points 11,363 11,709 In store credits 6,338 4,707 Other 1,214 730 Unredeemed gift cards 955 3,399 Total deferred revenue $ 41,821 $ 50,578 |
LEASES (Notes)
LEASES (Notes) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Lessee, Operating Leases [Text Block] | LEASES We have operating and finance leases for warehouses, office space, data centers, and certain equipment. Our leases have remaining lease terms of 1 year to 11 years , some of which may include options to extend the leases perpetually, and some of which may include options to terminate the leases within 1 year. We note our finance leases are immaterial to our financial statements as a whole and thus are not discussed below. Variable lease costs include executory costs, such as taxes, insurance, and maintenance. The following table provides a summary of leases by balance sheet location as of December 31, 2019 (in thousands): December 31, 2019 Operating right-of-use assets $ 25,384 Operating lease liability—current 6,603 Operating lease liability—non-current 21,554 The components of lease expense for the year ended December 31, 2019 were as follows (in thousands): December 31, 2019 Operating lease cost $ 9,765 Short-term lease cost 96 Variable lease cost 1,848 The following tables provides a summary of other information related to leases for the year ended December 31, 2019 (in thousands, apart from weighted-average lease term and weighted average discount rate): December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ (10,925 ) Right-of-use assets obtained in exchange for new operating lease liabilities $ 17,947 Derecognition of right-of-use assets due to reassessment of lease term $ 16,855 Weighted-average remaining lease term—operating leases 5.86 years Weighted-average discount rate—operating leases 8 % During the three months ended December 31, 2019 , we elected the early termination option for one of our existing warehouse leases, resulting in the derecognition of a portion of our right-of-use asset, with a corresponding decrease in our cumulative lease liability. Maturity of lease liabilities under our non-cancellable operating leases as of December 31, 2019 , are as follows (in thousands): Payments due by period 2020 $ 8,639 2021 5,758 2022 5,624 2023 4,684 2024 3,486 Thereafter 7,361 Total lease payments 35,552 Less interest (7,395 ) Present value of lease liabilities $ 28,157 Information for our leases for the year ended December 31, 2018 under ASC Topic 840, Leases , follows for comparative purposes. Minimum future payments under all operating leases as of December 31, 2018 , were as follows (in thousands): Payments due by period 2019 $ 8,822 2020 7,414 2021 7,654 2022 7,579 2023 6,677 Thereafter 19,571 Total lease payments $ 57,717 Rental expense for operating leases totaled $7.8 million and $9.3 million for the years ended December 31, 2018 and 2017, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 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. On September 23, 2009, SpeedTrack, Inc. sued us along with 27 other defendants in the United States District Court in the Northern District of California. We are alleged to have infringed a patent covering search and categorization software. We believe that certain third-party vendors of products and services sold to us are contractually obligated to indemnify us, and we have tendered defense of the case to an indemnitor who accepted the defense. On April 21, 2016, the court entered an order partially dismissing the claims against us. On May 4, 2016, the plaintiff filed an amended complaint, and we filed our answer. No estimate of the possible loss or range of loss can be made. We intend to vigorously defend this action and pursue our indemnification rights with our vendors. In June 2013, William French ("French") and the State of Delaware ("Delaware") sued us, along with numerous other defendants, in the Superior Court of the State of Delaware for alleged violations of Delaware's unclaimed property laws. French and Delaware alleged that we knowingly refused to fulfill obligations under Delaware's Abandoned Property Law by failing to report and deliver unclaimed gift card funds to the State of Delaware, and knowingly made, used or caused to be made or used, false statements and records to conceal, avoid or decrease an obligation to pay or transmit money to Delaware in violation of the Delaware False Claims and Reporting Act. On June 28, 2019, the court entered a judgment against us in the amount of approximately $7.3 million (for certain unredeemed gift card balances, treble damages, and penalties) as a result of a jury verdict which was returned September 20, 2018. On October 23, 2019, the court entered an award of attorneys' fees and costs of $1.3 million and entered final judgment in the amount of $8.6 million . We have commenced an appeal and filed our appellate brief. Our estimated liability for these amounts was included in Accrued liabilities at December 31, 2019 . The expense associated with these litigation charges was included in general and administrative expense in our consolidated statement of operations for the year ended December 31, 2018. In February 2018, the Division of Enforcement of the SEC informed tZERO and subsequently informed us that it is conducting an investigation and requested that we and tZERO voluntarily provide certain information and documents related to tZERO and the tZERO security token offering in connection with its investigation. In December 2018, we received a follow-up request from the SEC relating to its investigation. As previously disclosed, on October 7, 2019, we received a subpoena from the SEC requesting documents related to the Dividend we announced to stockholders in June 2019 and requesting 10b-5-1 plans of our officers and directors that were in effect during the period of January 1, 2018 through October 7, 2019. On December 9, 2019, we received a subpoena from the SEC requesting documents related to the GSR transaction and the alternative trading system run by tZERO ATS, LLC, formerly known as Pro Securities, LLC. On December 19, 2019, we received a subpoena from the SEC requesting our insider trading policies as well as certain employment and consulting agreements. We have also previously received requests from the SEC regarding our communications with our former chief executive officer and director, Patrick Byrne and the matters referenced in the December 2019 subpoenas. We are in regular, active communication with the SEC and are cooperating fully with it in connection with its investigations and information requests. tZERO's broker-dealer subsidiaries are subject to extensive regulatory requirements under federal and state laws and regulations and self-regulatory organization ("SRO") rules. Each of SpeedRoute LLC ("SpeedRoute") and tZERO ATS, LLC is registered with the SEC as a broker-dealer under the Securities Exchange Act of 1934 ("Exchange Act") and in the states in which it conducts securities business and is a member of FINRA and other SROs (as applicable). In addition, tZERO ATS, LLC owns and operates an alternative trading system registered with the SEC. Each of SpeedRoute and tZERO ATS, LLC is subject to regulation, examination, investigation, and disciplinary action by the SEC, FINRA, and state securities regulators, as well as other governmental authorities and SROs with which it is registered or licensed or of which it is a member. Moreover, as a result of tZERO's projects seeking to apply distributed ledger technologies to the capital markets, tZERO's subsidiaries have been, and remain involved in, ongoing oral and written communications with regulatory authorities. As previously disclosed, tZERO's broker-dealer subsidiaries are currently undergoing various examinations, inquiries, and/or investigations undertaken by various regulatory authorities, which may result in financial and other settlements or penalties. Any significant failure by tZERO's broker-dealer subsidiaries to satisfy regulatory authorities that they are in compliance with all applicable rules and regulations could have a material adverse effect on tZERO and on us. In addition, a further tZERO subsidiary, tZERO Markets, LLC ("tZERO Markets"), has applied for and is in process of seeking regulatory approvals to operate as a broker-dealer in a variety of areas, including retail activities. The approval process involves satisfying the regulatory authorities that tZERO Markets can operate in the manner it proposes and, in addition, if approval is granted, tZERO Markets will be subject to a number of legal and regulatory requirements, some of which will be new to tZERO's broker-dealer subsidiaries. tZERO's subsidiary, tZERO Crypto, Inc., formerly known as Bitsy, Inc., is registered as or is applying to become a money transmitter (or its equivalent) in many states and is subject to extensive regulatory requirements applicable to money services businesses, including the requirements of the Financial Crimes Enforcement Network of the U.S. Department of the Treasury ("FinCEN"), anti-money laundering requirements, know-your-customer requirements, record-keeping, reporting and capital and bonding requirements, and inspection by state and federal regulatory agencies. Compliance with these requirements requires the dedication of significant resources and any material failure by tZERO Crypto, Inc. to remain in compliance with the applicable regulatory requirements could subject it to liability or limit the services it may offer. 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 in the Central District of Utah, alleging violations under Section 10(b), Rule 10b-5, Section 20(a), Section 20(A) of 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 the Company 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 on December 19, 2019. No estimates of the possible losses or range of losses can be made at this time. We intend 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 the Company 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. No estimates of the possible losses or range of losses can be made at this time. We intend to vigorously defend these actions. We establish liabilities when a particular contingency is probable and estimable. At December 31, 2019 and 2018 , we have accrued $9.6 million and $10.3 million , respectively, which are included in accrued liabilities in our consolidated balance sheets. It is reasonably possible that the actual losses may exceed our accrued liabilities. |
INDEMNIFICATIONS AND GUARANTEES
INDEMNIFICATIONS AND GUARANTEES | 12 Months Ended |
Dec. 31, 2019 | |
INDEMNIFICATIONS AND GUARANTEES | |
INDEMNIFICATIONS AND GUARANTEES | 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 to 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 | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 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. On July 30, 2019, we announced that our Board of Directors had declared the Dividend payable in shares of our Series A-1 Preferred stock. On September 18, 2019, we announced our intent to register the Series A-1 Preferred stock to be issued pursuant to the Dividend under the Securities Act of 1933 and postponed the previously announced record and distribution dates for the Dividend. On October 28, 2019, we announced that we would seek a stockholder vote at a stockholder special meeting to allow us to amend the certificates of designation for our preferred shares and removing certain restrictions, to facilitate issuance of the Dividend. On February 13, 2020, a special meeting of stockholders was held, where the stockholders approved amendments to our certificate of designation allowing us to proceed with issuing the Dividend. As of the date of this filing, we have not declared a record date for the Dividend, nor have we distributed the Dividend. Preferred Stock On May 1, 2019, we informed holders of our Series A Preferred stock of an opportunity to exchange (the "Exchange") outstanding Series A Preferred stock for newly-issued shares of the Company's Series A-1 Preferred stock. On June 26, 2019, the Exchange was completed for participating stockholders. In connection with the Exchange, 122,526 shares of Series A Preferred stock were validly tendered and accepted for exchange by the Company and the Company issued 122,526 shares of Series A-1 Preferred stock in exchange. On June 26, 2019, in connection with the completion of the Exchange, 1,144 shares of Series A Preferred stock were converted into shares of Series B Preferred stock (such transaction, the "Conversion"). Following the Conversion, 2,895 shares of Series A Preferred stock remained outstanding as of June 30, 2019 and in July 2019, 2,020 of those remaining shares were exchanged for shares of Series A-1 Preferred stock and 875 of those remaining shares were converted into shares of Series B Preferred stock. Following that time, the Company eliminated the Series A Preferred stock by filing a Certificate of Elimination with the Delaware Secretary of State. Except as required by law, the preferred shares are intended to have voting and dividend rights similar to those of one share of common stock. Preferred shares rank senior to common stock with respect to dividends. Holders of the preferred shares are entitled to an annual cash dividend of $0.16 per share, in preference to any dividend payment to the holders of the common stock, out of funds of the Company legally available for payment of dividends and subject to declaration by our Board of Directors. Holders of the preferred shares are also entitled to participate in any cash dividends we pay to the holders of the common stock and are also entitled to participate in non-cash dividends we pay to holders of the common stock, subject to potentially different treatment if we effect a stock dividend, stock split or combination of the common stock. There are no arrearages in cumulative preferred dividends. We declared and paid a cash dividend of $0.16 per share on our preferred stock during 2018 and 2019 . Neither the Series A-1 Preferred stock nor Series B Preferred stock is required to be converted into or exchanged for shares of our common stock or any other entity; however, at our sole discretion, we may convert the Series A-1 Preferred stock into Series B Preferred stock at any time on a one -to-one basis. In the event of any liquidation, any amount available for distribution to stockholders after payment of all liabilities will be distributed proportionately, with each share of Series A-1 Preferred stock and each share of Series B Preferred stock being treated as though it were a share of our common stock. If we are party to any merger or consolidation in which our common stock is changed into or exchanged for stock or other securities of any other person (or the Company) or cash or any other property (or a right to receive the foregoing), we will use all commercially reasonable efforts to cause each outstanding share of the Preferred Stock to be treated as if such share were an additional outstanding share of common stock in connection with any such transaction. Neither the Series A-1 Preferred stock nor the Series B Preferred stock is registered under the Securities Exchange Act of 1934, as amended. JonesTrading Sales Agreement We entered into a Capital on Demand TM Sales agreement dated August 9, 2018 (which was subsequently amended on March 15, 2019 and November 12, 2019) with JonesTrading Institutional Services LLC ("JonesTrading"), under which we conducted "at the market" public offerings of our common stock. Under the sales agreement, JonesTrading, acting as our agent, 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 expect to do so from time to time. For the year ended December 31, 2019 , we sold 7,590,498 shares of our common stock pursuant to the sales agreement and have recognized $85.8 million in proceeds, including $2.8 million of proceeds included in Accounts receivable, net on our consolidated balance sheet, net of $2.0 million of offering costs, including commissions paid to JonesTrading. For the year ended December 31, 2018 , we sold 2,883,344 shares of our common stock pursuant to the sales agreement and received $94.6 million in proceeds, net of $2.6 million of offering costs, including commissions paid to JonesTrading. TZROP On December 18, 2017, tZERO launched an offering (the "TZROP offering") of the right to acquire tZERO's Preferred Equity Tokens, Series A ("TZROP") through a Simple Agreement for Future Equity ("SAFE"). The TZROP offering closed on August 6, 2018, and on October 12, 2018 tZERO issued the TZROP in settlement of the SAFEs. TZROP holders have the right to, prior to distributing earnings to tZERO common shareholders, a noncumulative dividend equal to 10% of tZERO's consolidated Adjusted Gross Revenue (as defined by the TZROP offering documents) for the most recently completed fiscal quarter, if declared by tZERO's Board of Directors, to be paid out of funds lawfully available on a quarterly basis. TZROP holders are not entitled to participate in any dividends paid to the holders of tZERO's common stock, have no rights to vote, and have no rights to the undistributed earnings of tZERO and are not entitled to any utility functionality as part of the TZROP. Any remaining undistributed earnings or losses of tZERO for a period shall be allocated to the noncontrolling interest held by the TZROP holders based on the contractual participation rights of the security to share in those earnings as if all the earnings for the period had been distributed. In the event of any liquidation, dissolution or winding up of tZERO, the TZROP holders will be entitled to the limited preferential liquidation rights equal to USD $0.10 per token to the extent funds are available. At December 31, 2018, cumulative proceeds since December 18, 2017 from the TZROP offering totaling $104.8 million , net of $22.0 million of withdrawals, were classified as a component of noncontrolling interest within our consolidated financial statements. As of December 31, 2018, tZERO incurred $21.5 million of offering costs associated with the TZROP offering that are classified as a reduction in proceeds within noncontrolling interest in our consolidated financial statements. GSR Agreement In August 2018, Overstock signed a Token Purchase Agreement with GSR Capital Ltd., a Cayman Islands exempted company ("GSR"). The Token Purchase Agreement sets forth the terms on which GSR had agreed to purchase, for $30 million , on May 6, 2019 or such other date as agreed by the parties, security tokens at a price of $6.67 per security token. On May 8, 2019, the parties executed an Investment Agreement to replace the Token Purchase Agreement under which GSR agreed to purchase 508,710 shares of tZERO common stock, representing approximately 0.5% of the issued and outstanding common stock of tZERO. In exchange, GSR agreed to transfer to tZERO a total $5.0 million in consideration. On September 16, 2019, in recognition of GSR's remaining obligations under the Investment Agreement, tZERO and GSR entered into a Promissory Note under which GSR promised to pay the remaining consideration due to tZERO under the Investment Agreement in the form of U.S. dollars in multiple installments by December 6, 2019. As of December 31, 2019 , GSR had provided $4.4 million U.S. dollars, which represents principal, interest, and late payments fees pursuant to the Investment Agreement and Promissory Note, and such amount is included in Accrued liabilities. Approximately $911,000 of principal and accrued interest remained unpaid as of December 31, 2019 . Warrants On November 8, 2017, we issued warrants to purchase up to a combined aggregate of 3,722,188 shares of our common stock to two purchasers in privately negotiated transactions, for an aggregate warrant purchase price of $6.5 million , net of issuance costs. The exercise price for the warrants was $40.45 per share of common stock. On December 29, 2017, one of the warrant holders exercised its warrant in full and purchased a total of 2,472,188 shares of common stock for $100.0 million . On January 17, 2018, the other warrant holder exercised its warrant in full and purchased 1,250,000 shares of common stock for $50.6 million . |
STOCK-BASED AWARDS
STOCK-BASED AWARDS | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED AWARDS | STOCK BASED AWARDS We have equity incentive plans that provide for the grant to employees and board members of stock-based awards, including stock options and restricted stock. Employee accounting applies to awards granted by the Company or subsidiary in the company or subsidiary's shares only to its own employees, respectively. No sibling or upstream awards have been granted. Stock-based compensation expense was as follows (in thousands): Years ended December 31, 2019 2018 2017 Overstock restricted stock awards $ 16,160 $ 9,096 $ 4,056 Medici Ventures stock options 1,214 412 21 tZERO equity awards 855 4,848 — Total stock-based compensation expense $ 18,229 $ 14,356 $ 4,077 Overstock restricted stock awards The Overstock.com, Inc. Amended and Restated 2005 Equity Incentive Plan (the "Plan") provides for the grant of incentive stock options to employees and directors of the Company and non-qualified stock options to consultants, as well as restricted stock units and other types of equity awards of the Company. For the years ended December 31, 2019 , 2018 and 2017 , the Compensation Committee of the Board of Directors approved grants of 982,000 , 387,000 and 310,000 restricted stock awards, respectively, to our officers, board members and employees. These restricted stock awards vest over three years at 33.3% at the end of the first year, 33.3% at the end of the second year and 33.3% at the end of the third year; subject to the recipient's continuing service to us. In addition to our traditional equity awards, during the quarter ended March 31, 2019, we granted 502,765 restricted stock awards with a cumulative grant date fair value of $8.6 million which vest over a one -year period, which awards are included in the 982,000 total grants above. At December 31, 2019 , there were 1,051,000 unvested restricted stock awards that remained outstanding. At December 31, 2019 , 1.0 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 weighted average grant date fair value of restricted stock awards granted during the years ended December 31, 2019 , 2018 and 2017 was $17.80 , $65.42 and $17.75 , respectively. The following table summarizes restricted stock award activity (in thousands, except fair value data): 2019 2018 2017 Units Weighted Units Weighted Units Weighted Outstanding—beginning of year 559 $ 44.08 540 $ 17.05 560 $ 17.46 Granted at fair value 982 17.80 387 65.42 310 17.75 Vested (270 ) 34.92 (234 ) 17.68 (212 ) 19.58 Forfeited (220 ) 23.36 (134 ) 42.85 (118 ) 16.21 Outstanding—end of year 1,051 $ 26.22 559 $ 44.08 540 $ 17.05 Medici Ventures stock options The Medici Ventures, Inc. 2017 Stock Option Plan, as amended, provides for the grant of options to employees and directors of and consultants to Medici Ventures to acquire up to 9% of the authorized shares of Medici Ventures' common stock. Medici Ventures authorized 1.5 million shares, 900,000 of which are issued and outstanding to Overstock, and 130,000 of which are subject to the 2017 Stock Option Plan. The remaining 470,000 are authorized but unissued. Options vested under this plan expire at the end of ten years. During the year ended December 31, 2019 , Medici Ventures granted 27,550 stock options with a cumulative grant date fair value of $2.4 million which vest over a three -year period. During the year ended December 31, 2018 , Medici Ventures granted 94,450 stock options to certain Medici Ventures and Overstock employees with a cumulative grant date fair value of $1.8 million , which will be expensed on a straight-line basis over the vesting period of three years. tZERO equity awards The tZERO Group, Inc. 2017 Equity Incentive Plan, as amended, provides for grant of options and restricted stock to employees and directors of and consultants to tZERO to acquire up to 5% of the authorized shares of tZERO's common stock. In January 2018, tZERO granted 2,000,000 restricted stock awards (post-stock split) with a cumulative grant date fair value of $4.0 million under the equity incentive plan, all of which vested on January 23, 2018. Accordingly, there is no expense to be recognized in future periods related to these awards. As a result of these vested awards, our indirect ownership interest in tZERO was reduced from 81% to approximately 80% . During the year ended December 31, 2019 , tZERO granted options to acquire 3,477,760 shares (post-stock split) of its stock with a cumulative grant date fair value of $521,000 which will be expensed on a straight-line basis over the vesting period of three years. Options vested under this plan expire at the end of ten years. Additionally, during the year ended December 31, 2019 , tZERO granted 260,500 restricted stock awards with a cumulative grant date fair value of $795,000 which will be expensed on a straight-line basis over a cliff vesting period of two years. During the year ended December 31, 2018 , tZERO granted options to acquire 5,590,000 shares (post-stock split) of its stock with a cumulative grant date fair value of $4.6 million which will be expensed on a straight-line basis over the vesting period of two to three years. |
EMPLOYEE RETIREMENT PLAN
EMPLOYEE RETIREMENT PLAN | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |
EMPLOYEE RETIREMENT PLAN | 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, 2019 , 2018 and 2017 , 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 $5.8 million , $5.5 million and $4.1 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. We made no discretionary contributions to eligible participants for the years ended December 31, 2019 , 2018 and 2017 , respectively. |
OTHER INCOME (EXPENSE), NET
OTHER INCOME (EXPENSE), NET | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME, NET | OTHER INCOME (EXPENSE), NET Other income (expense), net consisted of the following (in thousands): Years ended December 31, 2019 2018 2017 Unrealized gain on equity securities and marketable securities $ 2,488 $ 1,084 $ — Gift card and Club-O rewards breakage — — 2,742 Gain on investment in precious metals — — 1,971 Equity method losses (7,734 ) (3,869 ) (508 ) Impairment of equity securities (7,090 ) (536 ) (5,487 ) Impairment of notes receivable (1,282 ) — — Loss on sale of equity securities and marketable securities (130 ) — — Other 1,247 (167 ) 2,460 Total other income (expense), net $ (12,501 ) $ (3,488 ) $ 1,178 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES For financial reporting purposes, income (loss) before income taxes includes the following components (in thousands): Years ended December 31, 2019 2018 2017 United States loss $ (134,934 ) $ (219,585 ) $ (48,039 ) Foreign income (loss) 399 (369 ) 305 Total loss before income taxes $ (134,535 ) $ (219,954 ) $ (47,734 ) The provision (benefit) for income taxes for 2019 , 2018 and 2017 consists of the following (in thousands): Years ended December 31, 2019 2018 2017 Current: Federal $ (49 ) $ (57 ) $ 365 State 195 (141 ) 280 Foreign 158 44 57 Total current 304 (154 ) 702 Deferred: Federal (99 ) (1,583 ) 56,350 State (18 ) (645 ) 7,146 Foreign (2 ) (2 ) (10 ) Total deferred (119 ) (2,230 ) 63,486 Total provision (benefit) for income taxes $ 185 $ (2,384 ) $ 64,188 The provision (benefit) for income taxes for 2019 , 2018 and 2017 differ from the amounts computed by applying the U.S. federal income tax rate of 21% for 2019 and 2018 and 35% for 2017 to loss before income taxes for the following reasons (in thousands): Year ended December 31, 2019 2018 2017 U.S. federal income tax provision (benefit) at statutory rate $ (28,252 ) $ (46,190 ) $ (16,707 ) State income tax expense, net of federal benefit (4,952 ) (8,289 ) (2,480 ) Research and development credit (2,014 ) (1,734 ) (1,696 ) Stock based compensation expense 1,440 (1,260 ) 164 Other 1,437 1,652 581 Gain on subsidiary stock 193 2,192 — Reduction in federal rate — — 25,287 Change in valuation allowance 32,333 51,245 59,039 Total provision (benefit) for income taxes $ 185 $ (2,384 ) $ 64,188 The components of our deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows (in thousands): December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 104,153 $ 79,820 Research and development tax credits 17,922 15,382 Accrued expenses 9,893 7,898 Basis difference in equity securities 7,075 4,857 Operating lease liabilities 6,970 — Intangible assets 4,130 2,234 Reserves and other 4,018 5,345 Interest expense carryforward 677 — Fixed assets 608 259 Other tax credits and carryforwards 300 206 Gross deferred tax assets 155,746 116,001 Valuation allowance (146,856 ) (114,523 ) Total deferred tax assets 8,890 1,478 Deferred tax liabilities: Operating lease right-of-use assets (6,263 ) — Marketable securities (1,068 ) — Prepaid expenses (810 ) (880 ) Goodwill (677 ) (489 ) Total deferred tax liabilities (8,818 ) (1,369 ) Total deferred tax assets, net $ 72 $ 109 At December 31, 2019 , we have federal net operating loss carryforwards with no expiration date of approximately $261.5 million ; the utilization of these net operating loss carryforwards is limited to 80% of taxable income in any given year. We also have federal net operating loss carryforwards of approximately $2.4 million which expire in 2020 and $149.9 million which expire between 2026 and 2037. We have state net operating loss carryforwards with no expiration date of approximately $119.7 million ; the utilization of these net operating loss carryforwards is limited to 80% of taxable income in those states in any given year. We also have state net operating loss carryforwards of approximately $86.0 million which expire in 2021, $16.2 million which expire in 2022, and $145.8 million that expire between 2023 and 2039. We have foreign net operating loss carryforwards of $1.2 million that expire primarily between 2023 and 2024. At December 31, 2019 , we have federal research credit carryforwards of approximately $19.2 million that expire between 2027 and 2039. We also have state research credit carryforwards of approximately $7.9 million that expire between 2021 and 2033. 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 the available positive and negative evidence to estimate whether we will generate sufficient future taxable income to use our existing deferred tax assets. We have limited carryback ability and do not have significant taxable temporary differences to recover our existing deferred tax assets, therefore we must rely on future taxable income, including tax planning strategies, to support their realizability. We have established a valuation allowance for our deferred tax assets not supported by carryback ability or taxable temporary differences, primarily due to uncertainty regarding our future taxable income. We have considered, among other things, the cumulative loss incurred over the three-year period ended December 31, 2019, as a significant piece of objective negative evidence. We intend to continue maintaining a valuation allowance on our net deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. The amount of the deferred tax asset considered realizable could be adjusted if objective negative evidence in the form of cumulative losses is no longer present and additional weight may be given to subjective evidence such as long-term projections for growth. 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, 2019 , 2018 and 2017 is as follows (in thousands): Year ended December 31, 2019 2018 2017 Beginning balance $ 7,974 $ 6,964 $ 7,333 Additions for tax positions related to the current year 1,064 1,013 881 Additions (reductions) for tax positions taken in prior years 20 332 230 Reduction for tax positions settled by utilizing tax attributes — (335 ) (1,480 ) Ending balance $ 9,058 $ 7,974 $ 6,964 Included in the balance of unrecognized tax benefits as of December 31, 2019 , 2018 and 2017 , are approximately $9.1 million , $8.0 million , and $7.0 million , respectively, of tax benefits that, if recognized and the valuation allowance against our net deferred tax assets were released, 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, 2019 and 2018 were $567,000 and $499,000 , respectively. We are subject to taxation in the United States and various state and foreign jurisdictions. Tax years beginning in 2015 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. An audit by the Ireland Revenue Agency for the calendar year 2016 was finalized during 2019 with no assessment. We have indefinitely reinvested foreign earnings of $2.5 million at December 31, 2019 . We would need to accrue and pay various taxes on this amount if repatriated. We do not intend to repatriate these earnings. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS PCL L.L.C. term loan repayment On November 6, 2017, we entered into a loan agreement with PCL L.L.C., an entity directly or indirectly wholly-owned by the mother and brother of our former President and Chief Executive Officer and former member of our Board of Directors, Dr. Patrick M. Byrne ("Dr. Byrne"). The agreement provides for a $40.0 million term loan (the "PCL Loan") which carries an annual interest rate of 8.0% . On May 8, 2018, our Board of Directors approved a prepayment of the PCL Loan and we repaid the entire outstanding balance under the loan plus accrued interest. SiteHelix On June 28, 2018, we entered into and concurrently closed a stock purchase agreement with the stockholders of SiteHelix, Inc., a Delaware corporation ("SiteHelix") pursuant to which we purchased all of the common stock of SiteHelix for $500,000 plus 100,000 shares of Overstock common stock with a transaction date fair value of $2.9 million for an aggregate purchase price of $3.4 million . The transaction was accounted for as an asset purchase consisting primarily of internal-use software designed to provide a customized user experience for visitors to our Website. Saum Noursalehi, who owned approximately 62% of the SiteHelix common stock, was a member of our Board of Directors and served as President of Overstock until May 8, 2018, when he became Chief Executive Officer of tZERO. tZERO Crypto Agreement In July 2018, Medici Ventures entered into a stock purchase agreement with tZERO Crypto, Inc. ("tZERO Crypto"), formerly Bitsy, Inc. On December 21, 2018, tZERO entered into a stock purchase agreement with the owners of tZERO Crypto to acquire the remaining equity interest with effective control of tZERO Crypto transferring to tZERO effective January 1, 2019. See Note 3. Business Combinations for further discussion. Chainstone Labs In September 2018, Medici Ventures entered into a stock purchase agreement with Chainstone Labs, Inc. ("Chainstone") to acquire a 29% equity interest in Chainstone for $3.6 million . Chainstone is a U.S.-based startup company founded and 71% owned by a former Board member of Medici Ventures, Bruce Fenton. Chainstone is focused on blockchain, tokenization of securities, and decentralized asset management. Our equity interest is included in our equity securities on our consolidated balance sheets. Medici Land Governance Medici Land Governance Inc., a Delaware public benefit corporation ("MLG"), was formed by Medici Ventures with Dr. Byrne. Pursuant to the Subscription Agreements dated September 21, 2018, Medici Ventures contributed certain of its assets, including intellectual property relating to technologies regarding land governance and property rights, to MLG in exchange for 510,000 shares of MLG common stock and at the same time Dr. Byrne personally contributed $6.7 million in cash to MLG in exchange for 390,000 shares of MLG common stock. At the same time MLG, Medici Ventures, and Dr. Byrne entered into a Stockholders Agreement dated September 21, 2018 regarding MLG (the "MLG Stockholder Agreement"). The MLG Stockholder Agreement restricts the transfer of the shares held by Medici Ventures and Dr. Byrne, creates rights of first refusal in favor of MLG, Medici Ventures, and Dr. Byrne to acquire shares to be sold by Medici Ventures or Dr. Byrne, creates purchase rights in favor of MLG and Medici Ventures in the event of the death or incapacity of Dr. Byrne, creates preemptive rights in favor of MLG and Medici Ventures if MLG proposes to sell capital stock to any other person (subject to certain exceptions), provides for voting for board members, and requires a supermajority consent of the stockholders for any sale of MLG or substantially all of its assets, merger, consolidation, or other transaction having substantially the same effect. As a result of the transactions described above, Medici Ventures holds approximately 57% of the outstanding capital stock of MLG, and Dr. Byrne holds approximately 43% of the outstanding capital stock of MLG. The financial results of MLG are included in our consolidated financial statements. |
BROKER DEALERS
BROKER DEALERS | 12 Months Ended |
Dec. 31, 2019 | |
Brokers and Dealers [Abstract] | |
BROKER DEALERS | BROKER-DEALERS tZERO wholly owns two broker-dealers, SpeedRoute and tZERO ATS, LLC, which were acquired in January 2016. SpeedRoute is an electronic, agency-only, FINRA-registered broker-dealer that provides connectivity for its customers to U.S. equity exchanges as well as off-exchange sources of liquidity such as dark pools. All of SpeedRoute's customers are registered broker-dealers. SpeedRoute does not hold, own, or sell securities. tZERO ATS, LLC is a FINRA-registered broker-dealer that owns and operates the tZERO ATS, an alternative trading system registered with the SEC. The tZERO ATS is a trading system that is not regulated as an exchange but is a licensed venue for matching buy and sell orders for securities. The tZERO ATS is a closed system available only to its broker-dealer subscribers. The tZERO ATS does not accept orders from non-broker-dealers, nor does it hold, own, or sell securities. SpeedRoute and tZERO ATS, LLC are subject to the SEC's Uniform Net Capital Rule (SEC Rule 15c3-1), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1 and that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1. At December 31, 2019 , SpeedRoute had net capital of $850,024 , which was $705,031 in excess of its required net capital of $144,993 and SpeedRoute's net capital ratio was 2.56 to 1. At December 31, 2019 , tZERO ATS, LLC had net capital of $109,515 , which was $104,515 in excess of its required net capital of $5,000 and tZERO ATS, LLC's net capital ratio was 0.27 to 1. At December 31, 2018 , SpeedRoute had net capital of $1,251,579 , which was $1,152,854 in excess of its required net capital of $98,725 and SpeedRoute's net capital ratio was 1.2 to 1. At December 31, 2018 , tZERO ATS, LLC had net capital of $13,958 , which was $8,958 in excess of its required net capital of $5,000 and tZERO ATS, LLC's net capital ratio was 2 to 1. SpeedRoute and tZERO ATS, LLC did not have any securities owned or securities sold, not yet purchased at December 31, 2019 and 2018 . |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | BUSINESS SEGMENTS Segment information has been prepared in accordance with ASC Topic 280 Segment Reporting . We determined our segments based on how we manage our business. Beginning in the first quarter of 2019, we began allocating corporate support costs (administrative functions such as finance, human resources, and legal) to our operating segments based on their estimated usage and based on how we manage our business. Comparative prior year information has not been recast and as a result our corporate support costs for those comparative prior periods remain allocated to our Retail segment. Our Medici business includes two reportable segments, tZERO and the unconsolidated financial information for Medici Ventures ("MVI"). MVI was identified as a reportable segment separate from Other during 2019. We have recast prior period segment information to conform with current year presentation. MVI consists of the Medici business not associated with tZERO or MLG. We use pre-tax net income (loss) as the measure to determine our reportable segments. As a result, the MLG portion of our Medici Business is not significant as compared to our Retail, tZERO, and MVI segments. Other consists of MLG and our unallocated corporate support costs. Our Retail segment primarily consists of amounts earned through e-commerce sales through our Website, excluding intercompany transactions eliminated in consolidation. Our tZERO segment primarily consists of amounts earned through securities transaction through our broker-dealers and costs incurred to execute our tZERO business initiatives, excluding intercompany transactions eliminated in consolidation. Our MVI segment primarily consists of costs incurred to create or foster a set of products and solutions that leverage blockchain technology to generate efficiencies and increase security and control, excluding intercompany transactions eliminated in consolidation. We do not allocate assets between our segments for our internal management purposes, and as such, they are not presented here. There were no significant inter-segment sales or transfers during the years ended December 31, 2019 , 2018 and 2017 . The following table summarizes information about reportable segments and a reconciliation to consolidated net income (loss) for the years ended December 31, 2019 , 2018 and 2017 (in thousands): Retail tZERO MVI Other Total 2019 Revenue, net $ 1,434,974 $ 21,582 $ 2,749 $ 113 $ 1,459,418 Cost of goods sold 1,147,025 16,551 2,749 — 1,166,325 Gross profit 287,949 5,031 — 113 293,093 Operating expenses (1) 332,372 54,911 14,778 14,521 416,582 Interest and other income (expense), net (2) 559 2,442 (14,039 ) (8 ) (11,046 ) Pre-tax loss $ (43,864 ) $ (47,438 ) $ (28,817 ) $ (14,416 ) (134,535 ) Provision for income taxes 185 Net loss (3) $ (134,720 ) 2018 Revenue, net $ 1,800,187 $ 19,043 $ 2,362 $ — $ 1,821,592 Cost of goods sold 1,452,195 13,127 2,362 — 1,467,684 Gross profit 347,992 5,916 — — 353,908 Operating expenses 506,113 47,006 8,316 9,679 571,114 Interest and other income (expense), net (2) (476 ) 233 (2,498 ) (7 ) (2,748 ) Pre-tax loss $ (158,597 ) $ (40,857 ) $ (10,814 ) $ (9,686 ) (219,954 ) Benefit for income taxes (2,384 ) Net loss (3) $ (217,570 ) Retail tZERO MVI Other Total 2017 Revenue, net $ 1,728,104 $ 16,493 $ 159 $ — $ 1,744,756 Cost of goods sold 1,392,558 11,647 — — 1,404,205 Gross profit 335,546 4,846 159 — 340,551 Operating expenses 365,648 17,101 4,436 — 387,185 Interest and other income (expense), net (2) 4,680 — (5,780 ) — (1,100 ) Pre-tax loss $ (25,422 ) $ (12,255 ) $ (10,057 ) $ — (47,734 ) Provision for income taxes 64,188 Net loss (3) $ (111,922 ) ___________________________________________ (1) — Corporate support costs for the year ended December 31, 2019 have been allocated $42.0 million , $6.0 million , $4.2 million , and $7.8 million , to Retail, tZERO, MVI, and Other, respectively. Unallocated corporate support costs of $6.0 million are included in Other. (2) — Excludes intercompany transactions eliminated in consolidation, which consist primarily of service fees and interest. The net amounts of these intercompany transactions were $2.7 million , $3.5 million , and $2.0 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. (3) — Net loss presented for segment reporting purposes is before any adjustments attributable to noncontrolling interests. For the years ended December 31, 2019 , 2018 and 2017 , substantially all our sales revenues were attributable to customers in the United States. At December 31, 2019 and 2018 , substantially all our fixed assets were located in the United States. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Medici Land Governance In February 2020, Medici Land Governance, Inc. ("MLG"), a majority owned-subsidiary of Medici Ventures, sold and issued shares of common stock in MLG to an unrelated third-party which reduced Medici Ventures' equity interest in MLG from 57% to 35% . New loan agreements In March 2020, we entered into two loan agreements with Loan Core Capital Funding Corporation LLC. The loan agreements provide a $34.5 million Senior Note and a $13.0 million Mezzanine Note. The loans carry an annual interest rate of 4.45% . The Senior Note is for a 10 -year term 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 is for approximately a 46 -month term and requires principal and interest payments monthly over the life of the loan. Both loans are secured by our corporate headquarters and the related land. We incurred insignificant debt issuance costs with the new loan agreements. |
QUARTERLY RESULTS OF OPERATIONS
QUARTERLY RESULTS OF OPERATIONS (unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY RESULTS OF OPERATIONS (unaudited) | 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, 2019 . 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, 2019 June 30, 2019 September 30, 2019 December 31, (in thousands, except per share data) Consolidated Statement of Operations Data: Revenue, net Retail $ 362,625 $ 367,475 $ 340,798 $ 364,076 Other 5,104 6,234 6,301 6,805 Total net revenue 367,729 373,709 347,099 370,881 Cost of goods sold Retail 290,640 294,984 272,545 288,856 Other 3,965 4,826 5,006 5,503 Total cost of goods sold 294,605 299,810 277,551 294,359 Gross profit 73,124 73,899 69,548 76,522 Operating expenses: Sales and marketing 33,477 34,560 34,215 40,868 Technology 35,433 33,153 32,782 33,970 General and administrative 40,232 31,964 32,681 33,247 Total operating expenses 109,142 99,677 99,678 108,085 Operating loss (36,018 ) (25,778 ) (30,130 ) (31,563 ) Interest income 403 630 449 315 Interest expense (127 ) (105 ) (57 ) (53 ) Other income (expense), net (6,272 ) (2,995 ) (4,781 ) 1,547 Loss before income taxes (42,014 ) (28,248 ) (34,519 ) (29,754 ) Provision (benefit) for income taxes 878 (622 ) 23 (94 ) Net loss (42,892 ) (27,626 ) (34,542 ) (29,660 ) Less: Net loss attributable to noncontrolling interests (3,648 ) (2,945 ) (3,604 ) (2,682 ) Net loss attributable to stockholders of Overstock.com, Inc. $ (39,244 ) $ (24,681 ) $ (30,938 ) $ (26,978 ) Net loss per common share—basic: Net loss attributable to common shares—basic $ (1.18 ) $ (0.69 ) $ (0.89 ) $ (0.73 ) Weighted average common shares outstanding—basic 32,370 35,225 35,241 36,573 Net loss per common share—diluted: Net loss attributable to common shares—diluted $ (1.18 ) $ (0.69 ) $ (0.89 ) $ (0.73 ) Weighted average common shares outstanding—diluted 32,370 35,225 35,241 36,573 Three Months Ended March 31, 2018 June 30, 2018 September 30, 2018 December 31, (in thousands, except per share data) Consolidated Statement of Operations Data: Revenue, net Retail $ 439,996 $ 477,683 $ 435,775 $ 446,733 Other 5,335 5,450 4,805 5,815 Total net revenue 445,331 483,133 440,580 452,548 Cost of goods sold Retail 347,580 387,252 350,651 366,712 Other 3,882 4,138 3,213 4,256 Total cost of goods sold 351,462 391,390 353,864 370,968 Gross profit 93,869 91,743 86,716 81,580 Operating expenses: Sales and marketing 77,214 94,416 55,312 47,537 Technology 31,294 32,423 33,880 34,557 General and administrative 39,755 31,440 45,356 47,930 Total operating expenses 148,263 158,279 134,548 130,024 Operating loss (54,394 ) (66,536 ) (47,832 ) (48,444 ) Interest income 544 620 383 661 Interest expense (874 ) (395 ) (101 ) (98 ) Other income (expense), net (9 ) 368 (1,848 ) (1,999 ) Loss before income taxes (54,733 ) (65,943 ) (49,398 ) (49,880 ) Benefit for income taxes (277 ) (27 ) (141 ) (1,939 ) Net loss (54,456 ) (65,916 ) (49,257 ) (47,941 ) Less: Net loss attributable to noncontrolling interests (3,547 ) (1,005 ) (1,334 ) (5,614 ) Net loss attributable to stockholders of Overstock.com, Inc. $ (50,909 ) $ (64,911 ) $ (47,923 ) $ (42,327 ) Net loss per common share—basic: Net loss attributable to common shares—basic $ (1.74 ) $ (2.20 ) $ (1.55 ) $ (1.39 ) Weighted average common shares outstanding—basic 28,566 28,903 30,279 32,112 Net loss per common share—diluted: Net loss attributable to common shares—diluted $ (1.74 ) $ (2.20 ) $ (1.55 ) $ (1.39 ) Weighted average common shares outstanding—diluted 28,566 28,903 30,279 32,112 |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2019 | |
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 Beginning of Year Charged to Expense Deductions Balance at End of Year Year ended December 31, 2019 Deferred tax valuation allowance $ 114,523 $ 32,333 $ — $ 146,856 Allowance for sales returns 15,261 117,040 121,194 11,107 Allowance for doubtful accounts 2,116 659 301 2,474 Year ended December 31, 2018 Deferred tax valuation allowance $ 63,278 $ 51,245 $ — $ 114,523 Allowance for sales returns 17,391 174,864 176,994 15,261 Allowance for doubtful accounts 1,253 883 20 2,116 Year ended December 31, 2017 Deferred tax valuation allowance $ 4,239 $ 59,039 $ — $ 63,278 Allowance for sales returns 18,176 169,398 170,183 17,391 Allowance for doubtful accounts 1,999 309 1,055 1,253 |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible assets other than goodwill We capitalize and amortize intangible assets other than goodwill over their estimated useful lives unless such lives are indefinite. Intangible assets other than goodwill acquired separately from third-parties are capitalized at cost while such assets acquired as part of a business combination are capitalized at their acquisition-date fair value. Definite lived intangible assets are amortized using the straight-line method of amortization over their useful lives, with the exception of certain intangibles (such as acquired technology, customer relationships, and trade names) which are amortized using an accelerated method of amortization based on cash flows. These definite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable as described below under Impairment of long-lived assets . |
Principles of consolidation | Principles of consolidation The accompanying consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries and subsidiaries for which we exercise control. All intercompany account balances and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in our consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, receivables valuation, revenue recognition, Club O and gift card breakage, sales returns, vendor incentive discount offers, inventory valuation, depreciable lives of fixed assets and internally-developed software, goodwill valuation, intangible asset valuation, equity security 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, actual results could differ materially from these estimates. |
Cash equivalents | Cash equivalents We classify all highly liquid instruments, including instruments with a remaining maturity of three months or less at the time of purchase, as cash equivalents. |
Restricted cash | 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 | 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, certain equity securities, 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 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, 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 Accounts receivable consist primarily of carrier rebates, trade amounts due from customers in the United States, and uncleared credit card transactions at period end. Accounts receivable are recorded at invoiced amounts and do not bear interest. |
Allowance for doubtful accounts | From time to time, we grant credit to some of our business customers on normal credit terms (typically 30 days). We maintain an allowance for doubtful accounts receivable based upon our business customers' financial condition and payment history, and our historical collection experience and expected collectability of accounts receivable. |
Concentration of credit risk | Concentration of credit risk At December 31, 2019 and 2018 , one bank held the majority of our cash and cash equivalents. Our cash equivalents primarily consist of money market securities which are uninsured. We do not believe that, as a result of this concentration, we are subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. |
Valuation of inventories | Inventories, net Inventories, net include merchandise purchased for resale 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 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 cryptocurrency-denominated assets ("cryptocurrencies"). |
Fixed assets, 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 (years) 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. |
Cost method investments | Equity securities and marketable securities under ASC 321 At December 31, 2019 , we held minority interests (less than 20%) in certain public and privately held entities, accounted for under ASC Topic 321, Investments — Equity Securities ("ASC 321"), which are included in Equity securities and Marketable securities in our consolidated balance sheets. We measure our ASC 321 equity securities and marketable securities at fair value, unless there is no readily determinable fair value for the underlying security. Where there is no readily determinable fair value, we have elected the measurement alternative described in ASC 321 and below. Dividends received are reported in earnings if and when received. We review our securities individually for impairment by evaluating if events or circumstances have occurred that may indicate the fair value of the security is less than its carrying value. If such events or circumstances have occurred, we estimate the fair value of the security 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. In such cases, the estimated fair value of the security is determined using unobservable inputs including assumptions by the investee's management including quantitative information such as lower valuations in recently completed or proposed financings. These inputs are classified as Level 3. Because several of these private companies are in the early startup or development stages, these entities are subject to potential changes in cash flows, valuation, as well as inability to raise additional capital which may be necessary for the liquidity needed to support their operations. Certain of our equity securities lack readily determinable fair values and therefore the securities are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar equity securities of the same issuer. The carrying amount of our equity securities without readily determinable fair values was approximately $3.9 million and $17.7 million at December 31, 2019 and 2018 , respectively. Cumulative downward adjustments for price changes and impairments for our equity securities without readily determinable fair values held at December 31, 2019 were $6.2 million , and the cumulative upward adjustments for price changes to equity securities were $958,000 as of December 31, 2019 . The impairments and downward adjustments for the period related to equity securities without readily determinable fair values at December 31, 2019 , 2018 and 2017 is as follows (in thousands): Year ended December 31, 2019 2018 2017 Impairments and downward adjustments of equity securities without readily determinable fair values $ (5,708 ) $ (536 ) $ (5,487 ) Upward adjustments of equity securities without readily determinable fair values $ — $ 958 $ — Certain of these equity securities and our marketable securities, which had a carrying value of $11.1 million at December 31, 2019 and $2.6 million at December 31, 2018 , respectively, are carried at fair value based on Level 1 inputs. See Fair value of financial instruments above. The portion of unrealized gains and losses for the period related to equity securities with readily determinable fair value still held at December 31, 2019 , 2018 and 2017 is as calculated as follows (in thousands): Year ended December 31, 2019 2018 2017 Net gains recognized during the period on equity securities and marketable securities $ 3,336 $ 136 $ — Less: Net gains recognized during the period on equity securities and marketable securities sold 848 — — Unrealized gains recognized during the reporting period on equity securities and marketable securities still held at the reporting period $ 2,488 $ 136 $ — |
Equity method investments | Equity securities accounted for under the equity method under ASC 323 At December 31, 2019 , we held minority interests in privately held entities, 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 either holding more than a 20% voting interest in the entity or through our representation on the entity's board of directors. For certain of these entities, we provide developer services. For the years ended December 31, 2019 , 2018 and 2017 we recognized $2.7 million , $2.4 million and $159,000 of developer service revenue, respectively, in Other revenue on our consolidated statements of operations. The following table includes our equity securities accounted for under the equity method and related ownership interest as of December 31, 2019 : Ownership interest Bitt Inc. 21% Boston Security Token Exchange LLC 50% Chainstone Labs, Inc. 29% FinClusive Capital, Inc. 10% GrainChain, Inc. 18% Minds, Inc. 24% PeerNova, Inc. 11% SettleMint NV 29% Spera, Inc. 19% VinX Network Ltd. 29% Voatz, Inc. 20% Based on the nature of our ownership interests and the extent of our contributed capital, we have variable interests in certain of these entities. However, we have insufficient voting rights or other means to influence the investee such that we do not have power to direct the investee's activities that most significantly impact the economic performance of each entity. Further, we are not the investee's primary beneficiary and we therefore do not consolidate the investee in our financial statements. Our investments, plus any loans, off-balance sheet commitments, and other subordinated financial support related to these variable interest entities totaled $24.2 million and $25.9 million as of December 31, 2019 and 2018 , respectively, representing our maximum exposures to loss. The carrying amount of our equity method securities was approximately $37.3 million and $40.1 million at December 31, 2019 and 2018 , respectively. The carrying value of our equity method securities exceeded the amount of the underlying equity in net assets of our equity method securities and the difference was primarily related to goodwill and the fair value of intangible assets. The basis difference attributable to amortizable intangible assets is amortized over their estimated useful lives. We record our proportionate share of the net income or loss from our equity method securities and the amortization of the basis difference related to intangible assets in Other income (expense), net in our consolidated statements of operations with corresponding adjustments to the carrying value of the asset. We review our securities individually for impairment by evaluating if events or circumstances have occurred that may indicate the fair value of the security is less than its carrying value. If such events or circumstances have occurred, we estimate the fair value of the security 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. The following table summarizes the net losses recognized on equity method securities recorded in Other income (expense), net in our consolidated statements of operations for the years ended December 31, 2019 , 2018 and 2017 (in thousands): Year ended December 31, 2019 2018 2017 Net loss recognized on our proportionate share of the net losses of our equity method securities and amortization of the basis difference $ 7,734 $ 3,869 $ 508 Impairments on equity method securities 1,382 — — Net loss recognized during the period on equity method securities sold 524 — — Noncontrolling interests Our wholly-owned subsidiary, Medici Ventures, Inc. ("Medici Ventures"), conducts its primary business through its majority-owned subsidiaries, tZERO Group, Inc. ("tZERO"), formerly tØ.com, Inc., which includes a financial technology company, two related registered broker-dealers, an accredited investor verification company, and certain strategic interests in other entities which support or align with tZERO's objectives and strategies, and Medici Land Governance Inc. ("MLG"). Medici Ventures, tZERO, MLG, and their respective consolidated subsidiaries are included in our consolidated financial statements. Intercompany transactions have been eliminated and the amounts of contributions and gains or losses that are attributable to the noncontrolling interests are disclosed in our consolidated financial statements. |
Leases | 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 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 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 and intangible assets | Goodwill Goodwill represents the excess of the purchase price paid over the fair value of the net assets acquired in business combinations (See Note 3. 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 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. See the Cryptocurrencies section above for our impairment policy over cryptocurrencies. Recoverability is measured by 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. |
Cryptocurrencies | Cryptocurrencies We hold cryptocurrency-denominated assets ("cryptocurrencies") such as bitcoin and we include them in Prepaids and other current assets in our consolidated balance sheets. Our cryptocurrencies were $2.6 million and $2.4 million at December 31, 2019 and 2018 , respectively, and are recorded at cost less impairment. We recognize impairment on these assets caused by decreases in market value, determined by taking quoted prices from various digital currency exchanges with active markets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. See Fair value of financial instruments above. Such impairment in the value of our cryptocurrencies is recorded in General and administrative expense in our consolidated statements of operations. Impairments on cryptocurrencies were $334,000 , $10.5 million , and $0 during the years ended December 31, 2019 , 2018 and 2017 , respectively. Gains and losses realized upon sale of cryptocurrencies are also recorded in General and administrative expense in our consolidated statements of operations. We occasionally use our cryptocurrencies to purchase other cryptocurrencies. Gains and losses realized with these non-cash transactions are also recorded in General and administrative expense in our consolidated statements of operations. These non-cash transactions as well as gains (losses) from cryptocurrencies received through tZERO's offering of tZERO's Preferred Equity Tokens, Series A ("TZROP") are also presented as an adjustment to reconcile Consolidated net loss to Net cash used in operating activities in our consolidated statements of cash flows. Further, the proceeds from the sale of cryptocurrencies received through tZERO's offering of TZROP are presented as a financing activity in our consolidated statements of cash flows due to its near immediate conversion into cash and its economic similarity to the receipt of cash proceeds under tZERO's offering of TZROP. |
Other long-term assets, net | Other long-term assets, net Other long-term assets, net consist primarily of long-term prepaid expenses, deposits, and assets acquired under finance leases. |
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 from our retail business through our Website but may also derive revenue from sales of merchandise through offline and other channels. Our Retail 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, depending on the most efficient means of fulfilling the customer contract. The 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 deferred revenue prior to delivery of products or services ordered. As we ship high volumes of packages through multiple carriers, it is not practical for us to track the actual delivery date of each shipment. Therefore, 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 to eight business days from the date of shipment. We review and update our estimates on a quarterly basis based on our actual transit time experience. However, actual shipping times may differ from our estimates. Generally, we require authorization from credit card or other payment vendors whose services we offer to our customers (such as PayPal), or verification of receipt of payment, before we ship products to consumers or business purchasers. From time to time we grant credit to our business purchasers with normal credit terms (typically 30 days). 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 retail revenue on a gross basis. Our Other revenue occurs primarily through our broker-dealer subsidiaries in our tZERO segment. We evaluate the revenue recognition criteria above for our broker-dealer subsidiaries and we recognize revenue based on the gross amount of consideration that we expect to receive on securities transactions (commission revenue) on a trade date 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 deferred 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 deferred 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. Upon adoption of Topic 606, Revenue from Contracts with Customers , on January 1, 2018, we began classifying the breakage income related to Club O Reward dollars and gift cards as a component of Retail revenue in our consolidated statements of operations rather than as a component of Other income (expense), net. Breakage included in revenue was $4.2 million and $5.6 million for the years ended December 31, 2019 and 2018 , respectively. In 2018 we also recognized a cumulative adjustment that reduced Accumulated deficit by approximately $5.0 million upon adoption related to the unredeemed portion of our gift cards and loyalty program rewards. Our total deferred revenue related to the outstanding Club O Reward dollars was $6.7 million and $6.9 million at December 31, 2019 and December 31, 2018 , respectively. The timing of revenue recognition of these reward dollars is driven by actual customer activities, such as redemptions and expirations. 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 Retail revenue when the advertising services are rendered. Advertising revenues were less than 2% of total net revenues for all periods presented. Revenue Disaggregation Disaggregation of revenue by major product line is included in Segment Information in Note 21. Business Segments. Deferred 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 deferred revenue prior to delivery of products or services ordered. We record amounts received for Club O membership fees as deferred revenue and we recognize it ratably over the membership period. We record Club O Reward dollars earned from purchases as deferred 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 Retail revenue in proportion to the estimated pattern of rights exercised by the customer. If reward dollars are not redeemed, we recognize Retail revenue upon expiration. In addition, we sell gift cards and record related deferred 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. For the unredeemed portion of our gift cards and loyalty program rewards, we will recognize Retail revenue over the expected redemption period based upon the estimated pattern of rights exercised by the customer. The following table provides information about deferred revenue from contracts with customers, including significant changes in deferred revenue balances during the period (in thousands). Amount Deferred revenue at December 31, 2017 $ 46,468 Increase due to deferral of revenue at period end 43,216 Decrease due to beginning contract liabilities recognized as revenue (39,106 ) Deferred revenue at December 31, 2018 50,578 Increase due to deferral of revenue at period end 36,622 Decrease due to beginning contract liabilities recognized as revenue (45,379 ) Deferred revenue at December 31, 2019 $ 41,821 |
Sales returns allowance | Sales returns allowance We inspect returned items when they arrive at our processing facilities. We refund the full cost of the merchandise returned and all original shipping charges if the returned item is defective or we or our partners have made an error, such as shipping the wrong product. If the return is not a result of a product defect or a fulfillment error and the customer initiates a return of an unopened item within 30 days of delivery, for most products we refund the full cost of the merchandise minus the original shipping charge and actual return shipping fees. However, we reduce refunds for returns initiated more than 30 days after delivery or that are received at our returns processing facility more than 45 days after initial delivery. If our customer returns an item that has been opened or shows signs of wear, we issue a partial refund minus the original shipping charge and actual return shipping fees. 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 Our Retail cost of goods sold includes product costs, warehousing costs, outbound shipping costs, handling and fulfillment costs, customer service costs, and credit card fees, and is recorded in the same period in which related revenues have been recorded. |
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. |
Stock-based compensation | Stock-based compensation We measure compensation expense for all outstanding unvested share-based 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. |
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. 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 loss per share Our Blockchain Voting Series A Preferred Stock, par value $0.0001 per share (the "Series A Preferred"), Digital Voting Series A-1 Preferred stock, par value $0.0001 per share (the "Series A-1 Preferred"), and our Voting Series B Preferred stock, par value $0.0001 per share (the "Series B Preferred" together with the Series A Preferred stock and the Series A-1 Preferred stock, collectively, the "Preferred Shares") are considered participating securities, and as a result, net loss per share is calculated using the two-class method. Under this method, we give effect to preferred dividends and then allocate remaining net loss attributable to our stockholders to both common shares and participating securities (based on the percentages outstanding) in determining net loss per common share. Basic net loss per common share is computed by dividing net loss attributable to common shares (after allocating between common shares and participating securities) by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss attributable to common shares (after allocating between common shares and participating securities) by the weighted average number of common and potential common shares outstanding during the period (after allocating total dilutive shares between our common shares outstanding and our preferred shares outstanding). Potential common shares, comprising incremental common shares issuable upon the exercise of stock options, warrants, and restricted stock awards are included in the calculation of diluted net loss per common share to the extent such shares are dilutive. Net loss attributable to common shares is adjusted for options and restricted stock awards issued by our subsidiaries when the effect of our subsidiary's diluted earnings per share is dilutive. |
New accounting pronouncements | Recently adopted accounting standards In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. We adopted the new standard on January 1, 2018 with a cumulative adjustment that reduced Accumulated deficit by approximately $5.0 million as opposed to retrospectively adjusting prior periods. The adjustment primarily relates to the unredeemed portion of our gift cards and loyalty program rewards, which we will recognize over the expected redemption period, rather than waiting until the likelihood of redemption becomes remote or the rewards expire. We have also updated revenue disclosures in the notes to our financial statements as required under the new standard. The implementation did not impact our gross and net recognition for our revenue transactions. In addition, we continue to recognize revenue related to merchandise sales upon delivery to our customers. However, we now present breakage on our Club O Rewards and gift cards in Retail revenue in our consolidated statement of operations rather as a component of Other income (expense), net. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842 ; ASU No. 2018-10, Codification Improvements to Topic 842, Leases ; and ASU No. 2018-11, Targeted Improvements . The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. We adopted the new standard on January 1, 2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. If an entity chooses the second option, the transition requirements for existing leases also apply to leases entered into between the date of initial application and the effective date. The entity must also recast its comparative period financial statements and provide the disclosures required by the new standard for the comparative periods. We adopted the new standard on January 1, 2019 and thus used the effective date as our date of initial application. Consequently, financial information has not been updated and the disclosures required under the new standard are not provided for dates and periods before January 1, 2019. Upon adoption we recognized cumulative opening lease liabilities of approximately $35.1 million and operating right-of-use assets of approximately $31.0 million which were reflected as non-cash items in the consolidated statements of cash flows. The difference of $4.2 million represented deferred rent for leases that existed as of the date of adoption, which was an offset to the opening balance of right-of-use assets. The new standard provides a number of optional practical expedients in transition. We elected the "package of practical expedients", which permits us to not reassess under the new standard our prior conclusions about lease identification, lease classification, and initial direct costs as well as the practical expedient pertaining to land easements. We did not elect the use-of-hindsight practical expedient. The new standard also provides practical expedients for an entity's ongoing accounting. We elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we did not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. We also elected the practical expedient to not separate lease and non-lease components for all of our leases. The standard had a material effect on our financial statements, primarily related to (1) the recognition of new ROU assets and lease liabilities on our balance sheet for our warehouse, office, data center, and equipment operating leases; and (2) providing significant new disclosures about our leasing activities. The additional operating liabilities on our consolidated balance sheets were recognized based on the present value of the remaining minimum rental payments under current leasing standards for our existing operating leases, discounted by our incremental borrowing rate for borrowings of a similar duration on a fully secured basis, with corresponding ROU assets of approximately the same amount. In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting; which aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees, with certain exceptions. Under the guidance, the measurement of equity-classified nonemployee awards will be fixed at the grant date. We adopted the changes under the new standard on January 1, 2019 on a prospective basis. The implementation of ASU 2018-07 did not have a material impact on our consolidated financial statements and related disclosures. Recently issued accounting standards In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which revises how entities account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. For public entities, ASU 2016-13 is required to be adopted for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. The Company has completed its analysis of the impact of this guidance and the adoption of this standard will not have a material impact on our consolidated financial statements and related disclosures. In December 2019, the FASB issued ASU 2019-12, Income Taxes ("Topic 740") — Simplifying the Accounting for Income Taxes , which removes certain exceptions to the general principles in Topic 740 and amends existing guidance to improve consistent application. For public entities, ASU 2019-12 is required to be adopted for annual periods beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. Management is currently evaluating the impact of the adoption of this ASU on our consolidated financial statements and related disclosures. |
ACCOUNTING POLICIES (Tables)
ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [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, 2019 and 2018 , as indicated (in thousands): Fair Value Measurements at December 31, 2019 Total Level 1 Level 2 Level 3 Assets: Cash equivalents—Money market mutual funds $ 2,799 $ 2,799 $ — $ — Investment in equity securities, at fair value 823 823 — — Investment in marketable securities, at fair value 10,308 10,308 — — Trading securities held in a "rabbi trust" (1) 116 116 — — Total assets $ 14,046 $ 14,046 $ — $ — Liabilities: Deferred compensation accrual "rabbi trust" (2) $ 116 $ 116 $ — $ — Total liabilities $ 116 $ 116 $ — $ — Fair Value Measurements at December 31, 2018 Total Level 1 Level 2 Level 3 Assets: Cash equivalents—Money market mutual funds $ 3,135 $ 3,135 $ — $ — Investment in equity securities, at fair value 2,636 2,636 — — Trading securities held in a "rabbi trust" (1) 84 84 — — Total assets $ 5,855 $ 5,855 $ — $ — Liabilities: Deferred compensation accrual "rabbi trust" (2) 85 85 — — Total liabilities $ 85 $ 85 $ — $ — ___________________________________________ (1) — Trading securities held in a rabbi trust are included in Prepaids and other current assets and 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. |
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 (years) 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 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, 2019 2018 2017 Cost of goods sold—retail $ 687 $ 354 $ 307 Technology 20,798 21,894 24,604 General and administrative 4,777 4,163 3,937 Total depreciation $ 26,262 $ 26,411 $ 28,848 |
Schedule of intangible assets | Intangible assets, net consist of the following (in thousands): December 31, 2019 2018 Intangible assets subject to amortization, gross (1) $ 30,284 $ 29,099 Less: accumulated amortization of intangible assets subject to amortization (18,528 ) (15,729 ) Total intangible assets, net $ 11,756 $ 13,370 |
Schedule of amortization expense of intangible assets | Amortization of intangible assets other than goodwill is classified within the corresponding operating expense categories in our consolidated statements of operations as follows (in thousands): Year ended December 31, 2019 2018 2017 Technology $ 3,726 $ 3,424 $ 3,620 Sales and marketing 64 460 83 General and administrative (458 ) 1,402 296 Total amortization $ 3,332 $ 5,286 $ 3,999 |
Schedule of deferred revenues | The following table provides information about deferred revenue from contracts with customers, including significant changes in deferred revenue balances during the period (in thousands). Amount Deferred revenue at December 31, 2017 $ 46,468 Increase due to deferral of revenue at period end 43,216 Decrease due to beginning contract liabilities recognized as revenue (39,106 ) Deferred revenue at December 31, 2018 50,578 Increase due to deferral of revenue at period end 36,622 Decrease due to beginning contract liabilities recognized as revenue (45,379 ) Deferred revenue at December 31, 2019 $ 41,821 |
Schedule of goodwill | The following table provides information about changes in the carrying amount of goodwill for the periods presented (in thousands): Amount Balances as of December 31, 2017 (1) $ 14,698 Goodwill acquired during year 8,197 Balances as of December 31, 2018 (2) 22,895 Goodwill acquired during year 1,685 Purchase price adjustment 2,540 Balances as of December 31, 2019 (3) $ 27,120 |
Equity method investments | The following table includes our equity securities accounted for under the equity method and related ownership interest as of December 31, 2019 : Ownership interest Bitt Inc. 21% Boston Security Token Exchange LLC 50% Chainstone Labs, Inc. 29% FinClusive Capital, Inc. 10% GrainChain, Inc. 18% Minds, Inc. 24% PeerNova, Inc. 11% SettleMint NV 29% Spera, Inc. 19% VinX Network Ltd. 29% Voatz, Inc. 20% The following table summarizes the net losses recognized on equity method securities recorded in Other income (expense), net in our consolidated statements of operations for the years ended December 31, 2019 , 2018 and 2017 (in thousands): Year ended December 31, 2019 2018 2017 Net loss recognized on our proportionate share of the net losses of our equity method securities and amortization of the basis difference $ 7,734 $ 3,869 $ 508 Impairments on equity method securities 1,382 — — Net loss recognized during the period on equity method securities sold 524 — — |
Schedule of realized and unrealized gains | The portion of unrealized gains and losses for the period related to equity securities with readily determinable fair value still held at December 31, 2019 , 2018 and 2017 is as calculated as follows (in thousands): Year ended December 31, 2019 2018 2017 Net gains recognized during the period on equity securities and marketable securities $ 3,336 $ 136 $ — Less: Net gains recognized during the period on equity securities and marketable securities sold 848 — — Unrealized gains recognized during the reporting period on equity securities and marketable securities still held at the reporting period $ 2,488 $ 136 $ — |
Schedule of sales returns allowance | The following table provides additions to and deduction from the sales returns allowance (in thousands): Amount Allowance for returns at December 31, 2016 $ 18,176 Additions to the allowance 169,398 Deductions from the allowance (170,183 ) Allowance for returns at December 31, 2017 17,391 Additions to the allowance 174,864 Deductions from the allowance (176,994 ) Allowance for returns at December 31, 2018 15,261 Additions to the allowance 117,040 Deductions from the allowance (121,194 ) Allowance for returns at December 31, 2019 $ 11,107 |
Schedule of costs of goods sold, including product cost and other costs and fulfillment and related costs | Our Other cost of goods sold primarily consists of exchange fees, clearing agent fees, and other exchange fees from our broker-dealer subsidiaries in our tZERO segment. These fees are primarily for executing, processing, and settling trades on exchanges and other venues. These fees fluctuate based on changes in trade and share volumes, rate of clearance fees charged by clearing brokers, and exchanges (in thousands, except for percentages). Year ended December 31, 2019 2018 2017 Total revenue, net $ 1,459,418 100% $ 1,821,592 100% $ 1,744,756 100% Cost of goods sold Product costs and other cost of goods sold 1,100,351 75% 1,390,750 76% 1,328,749 76% Fulfillment and related costs 65,974 5% 76,934 4% 75,456 4% Total cost of goods sold 1,166,325 80% 1,467,684 81% 1,404,205 80% Gross profit $ 293,093 20% $ 353,908 19% $ 340,551 20% |
Schedule of computation of basic and diluted net income per common share | The following table sets forth the computation of basic and diluted net loss per common share for the periods indicated (in thousands, except per share data): Year ended December 31, 2019 2018 2017 Net loss attributable to stockholders of Overstock.com, Inc. $ (121,841 ) $ (206,070 ) $ (109,878 ) Less: Preferred stock converted to common stock — 3,098 — Less: Preferred stock (TZROP) repurchase (gain)/loss (425 ) — — Less: Preferred stock dividends—declared and accumulated 894 77 216 Undistributed loss (122,310 ) (209,245 ) (110,094 ) Less: Undistributed loss allocated to participating securities (1,665 ) (4,368 ) (2,960 ) Net loss attributable to common shares $ (120,645 ) $ (204,877 ) $ (107,134 ) Net loss per common share—basic: Net loss attributable to common shares—basic $ (3.46 ) $ (6.83 ) $ (4.28 ) Weighted average common shares outstanding—basic 34,865 29,976 25,044 Effect of dilutive securities: Stock options and restricted stock awards — — — Weighted average common shares outstanding—diluted 34,865 29,976 25,044 Net loss attributable to common shares—diluted $ (3.46 ) $ (6.83 ) $ (4.28 ) |
Schedule of anti-dilutive securities excluded from the calculation of diluted shares outstanding | 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, 2019 2018 2017 Restricted stock units 1,051 543 226 Common shares issuable under stock warrant — 21 78 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Estimated Fair Values of Assets Acquired and Liabilities Assumed | The fair values of the assets acquired and liabilities assumed at the acquisition date are as follows (in thousands): Purchase Price Fair Value Cash paid, net of cash acquired $ 3,115 Fair value of equity interest in tZERO Crypto held before business combination 3,800 Less: Fair value of Overstock.com common stock held by tZERO Crypto at acquisition date (643 ) Less: Settlement of receivable due from tZERO at acquisition date (10 ) Total transaction consideration, net of cash acquired $ 6,262 Allocation Prepaids and other current assets $ 71 Property and equipment 16 Intangible assets 6,093 Goodwill 1,685 Deferred tax liability (943 ) Other liabilities assumed (660 ) Total net assets, net of cash acquired $ 6,262 |
Intangible Assets Acquired and Useful Lives | The following table details the identifiable intangible assets acquired at their fair value and their corresponding useful lives at the acquisition date (in thousands): Intangible Assets Fair Value Weighted Average Useful Life (years) Patents $ 4,293 20 Technology 1,500 5 Licenses 300 1 Total acquired intangible assets as of the acquisition date $ 6,093 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Accounts receivable, net consist of the following (in thousands): December 31, 2019 2018 Accounts receivable, trade $ 10,553 $ 10,380 Credit card receivables, trade 10,515 12,141 Other receivables 6,134 3,796 Freight rebates receivable — 11,729 27,202 38,046 Less: allowance for doubtful accounts (2,474 ) (2,116 ) Total accounts receivable, net $ 24,728 $ 35,930 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories, net consist of the following (in thousands): December 31, 2019 2018 Product inventories, net $ 3,469 $ 10,520 Inventory in-transit 2,371 3,588 Total inventories, net $ 5,840 $ 14,108 |
PREPAIDS AND OTHER ASSETS (Tabl
PREPAIDS AND OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 2018 Prepaid maintenance $ 6,577 $ 7,373 Prepaid other 4,434 7,573 Prepaid insurance 4,241 2,341 Other current assets 3,088 2,963 Prepaid advertising 138 961 Prepaid inventories — 845 Total prepaids and other current assets $ 18,478 $ 22,056 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets | Property and equipment, net consist of the following (in thousands): December 31, 2019 2018 Computer hardware and software, including internal-use software and website development $ 223,309 $ 215,412 Building 69,266 69,266 Furniture and equipment 17,739 17,066 Land 12,781 12,781 Leasehold improvements 11,921 8,379 Building machinery and equipment 9,796 9,713 Land improvements 7,003 6,972 351,815 339,589 Less: accumulated depreciation (221,787 ) (204,902 ) Total property and equipment, net $ 130,028 $ 134,687 |
OTHER LONG-TERM ASSETS (Tables)
OTHER LONG-TERM ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
OTHER LONG-TERM ASSETS | |
Schedule of other long-term assets | Other long-term assets, net consist of the following (in thousands): December 31, 2019 2018 Other long-term assets $ 3,166 $ 4,419 Prepaid expenses, long-term portion 867 2,154 Deposit on purchase of a business — 8,000 Total other long-term assets, net $ 4,033 $ 14,573 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities consist of the following (in thousands): December 31, 2019 2018 Accounts payable accruals $ 15,692 $ 15,872 Accrued marketing expenses 13,063 14,150 Accrued compensation and other related costs 13,012 12,099 Allowance for returns 11,107 15,261 Sales and other taxes payable 10,105 9,923 Other accrued expenses 9,714 4,270 Accrued loss contingencies 9,550 10,940 Accrued freight 5,954 5,343 Total accrued liabilities $ 88,197 $ 87,858 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Deferred Revenue Disclosure [Abstract] | |
Schedule of deferred revenue | Deferred revenue consists of the following (in thousands): December 31, 2019 2018 Payments received prior to product delivery $ 21,951 $ 30,033 Club O membership fees and reward points 11,363 11,709 In store credits 6,338 4,707 Other 1,214 730 Unredeemed gift cards 955 3,399 Total deferred revenue $ 41,821 $ 50,578 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Assets And Liabilities, Lessee [Table Text Block] | The following table provides a summary of leases by balance sheet location as of December 31, 2019 (in thousands): December 31, 2019 Operating right-of-use assets $ 25,384 Operating lease liability—current 6,603 Operating lease liability—non-current 21,554 |
Lease, Cost [Table Text Block] | The following tables provides a summary of other information related to leases for the year ended December 31, 2019 (in thousands, apart from weighted-average lease term and weighted average discount rate): December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ (10,925 ) Right-of-use assets obtained in exchange for new operating lease liabilities $ 17,947 Derecognition of right-of-use assets due to reassessment of lease term $ 16,855 Weighted-average remaining lease term—operating leases 5.86 years Weighted-average discount rate—operating leases 8 % The components of lease expense for the year ended December 31, 2019 were as follows (in thousands): December 31, 2019 Operating lease cost $ 9,765 Short-term lease cost 96 Variable lease cost 1,848 |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturity of lease liabilities under our non-cancellable operating leases as of December 31, 2019 , are as follows (in thousands): Payments due by period 2020 $ 8,639 2021 5,758 2022 5,624 2023 4,684 2024 3,486 Thereafter 7,361 Total lease payments 35,552 Less interest (7,395 ) Present value of lease liabilities $ 28,157 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Minimum future payments under all operating leases as of December 31, 2018 , were as follows (in thousands): Payments due by period 2019 $ 8,822 2020 7,414 2021 7,654 2022 7,579 2023 6,677 Thereafter 19,571 Total lease payments $ 57,717 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of minimum future payments under all operating leases | Minimum future payments under all operating leases as of December 31, 2018 , were as follows (in thousands): Payments due by period 2019 $ 8,822 2020 7,414 2021 7,654 2022 7,579 2023 6,677 Thereafter 19,571 Total lease payments $ 57,717 |
STOCK-BASED AWARDS (Tables)
STOCK-BASED AWARDS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Based Compensation Expense | Stock-based compensation expense was as follows (in thousands): Years ended December 31, 2019 2018 2017 Overstock restricted stock awards $ 16,160 $ 9,096 $ 4,056 Medici Ventures stock options 1,214 412 21 tZERO equity awards 855 4,848 — Total stock-based compensation expense $ 18,229 $ 14,356 $ 4,077 |
Summary of restricted stock award activity | The following table summarizes restricted stock award activity (in thousands, except fair value data): 2019 2018 2017 Units Weighted Units Weighted Units Weighted Outstanding—beginning of year 559 $ 44.08 540 $ 17.05 560 $ 17.46 Granted at fair value 982 17.80 387 65.42 310 17.75 Vested (270 ) 34.92 (234 ) 17.68 (212 ) 19.58 Forfeited (220 ) 23.36 (134 ) 42.85 (118 ) 16.21 Outstanding—end of year 1,051 $ 26.22 559 $ 44.08 540 $ 17.05 |
OTHER INCOME (EXPENSE), NET (Ta
OTHER INCOME (EXPENSE), NET (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |
Schedule of other income, net | Other income (expense), net consisted of the following (in thousands): Years ended December 31, 2019 2018 2017 Unrealized gain on equity securities and marketable securities $ 2,488 $ 1,084 $ — Gift card and Club-O rewards breakage — — 2,742 Gain on investment in precious metals — — 1,971 Equity method losses (7,734 ) (3,869 ) (508 ) Impairment of equity securities (7,090 ) (536 ) (5,487 ) Impairment of notes receivable (1,282 ) — — Loss on sale of equity securities and marketable securities (130 ) — — Other 1,247 (167 ) 2,460 Total other income (expense), net $ (12,501 ) $ (3,488 ) $ 1,178 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of income before income taxes | For financial reporting purposes, income (loss) before income taxes includes the following components (in thousands): Years ended December 31, 2019 2018 2017 United States loss $ (134,934 ) $ (219,585 ) $ (48,039 ) Foreign income (loss) 399 (369 ) 305 Total loss before income taxes $ (134,535 ) $ (219,954 ) $ (47,734 ) |
Schedule of provision (benefit) for income taxes | The provision (benefit) for income taxes for 2019 , 2018 and 2017 consists of the following (in thousands): Years ended December 31, 2019 2018 2017 Current: Federal $ (49 ) $ (57 ) $ 365 State 195 (141 ) 280 Foreign 158 44 57 Total current 304 (154 ) 702 Deferred: Federal (99 ) (1,583 ) 56,350 State (18 ) (645 ) 7,146 Foreign (2 ) (2 ) (10 ) Total deferred (119 ) (2,230 ) 63,486 Total provision (benefit) for income taxes $ 185 $ (2,384 ) $ 64,188 |
Schedule of components of deferred tax assets and liabilities | The components of our deferred tax assets and liabilities as of December 31, 2019 and 2018 are as follows (in thousands): December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 104,153 $ 79,820 Research and development tax credits 17,922 15,382 Accrued expenses 9,893 7,898 Basis difference in equity securities 7,075 4,857 Operating lease liabilities 6,970 — Intangible assets 4,130 2,234 Reserves and other 4,018 5,345 Interest expense carryforward 677 — Fixed assets 608 259 Other tax credits and carryforwards 300 206 Gross deferred tax assets 155,746 116,001 Valuation allowance (146,856 ) (114,523 ) Total deferred tax assets 8,890 1,478 Deferred tax liabilities: Operating lease right-of-use assets (6,263 ) — Marketable securities (1,068 ) — Prepaid expenses (810 ) (880 ) Goodwill (677 ) (489 ) Total deferred tax liabilities (8,818 ) (1,369 ) Total deferred tax assets, net $ 72 $ 109 |
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 2019 , 2018 and 2017 differ from the amounts computed by applying the U.S. federal income tax rate of 21% for 2019 and 2018 and 35% for 2017 to loss before income taxes for the following reasons (in thousands): Year ended December 31, 2019 2018 2017 U.S. federal income tax provision (benefit) at statutory rate $ (28,252 ) $ (46,190 ) $ (16,707 ) State income tax expense, net of federal benefit (4,952 ) (8,289 ) (2,480 ) Research and development credit (2,014 ) (1,734 ) (1,696 ) Stock based compensation expense 1,440 (1,260 ) 164 Other 1,437 1,652 581 Gain on subsidiary stock 193 2,192 — Reduction in federal rate — — 25,287 Change in valuation allowance 32,333 51,245 59,039 Total provision (benefit) for income taxes $ 185 $ (2,384 ) $ 64,188 |
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, 2019 , 2018 and 2017 is as follows (in thousands): Year ended December 31, 2019 2018 2017 Beginning balance $ 7,974 $ 6,964 $ 7,333 Additions for tax positions related to the current year 1,064 1,013 881 Additions (reductions) for tax positions taken in prior years 20 332 230 Reduction for tax positions settled by utilizing tax attributes — (335 ) (1,480 ) Ending balance $ 9,058 $ 7,974 $ 6,964 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Summary of information about reportable segments | The following table summarizes information about reportable segments and a reconciliation to consolidated net income (loss) for the years ended December 31, 2019 , 2018 and 2017 (in thousands): Retail tZERO MVI Other Total 2019 Revenue, net $ 1,434,974 $ 21,582 $ 2,749 $ 113 $ 1,459,418 Cost of goods sold 1,147,025 16,551 2,749 — 1,166,325 Gross profit 287,949 5,031 — 113 293,093 Operating expenses (1) 332,372 54,911 14,778 14,521 416,582 Interest and other income (expense), net (2) 559 2,442 (14,039 ) (8 ) (11,046 ) Pre-tax loss $ (43,864 ) $ (47,438 ) $ (28,817 ) $ (14,416 ) (134,535 ) Provision for income taxes 185 Net loss (3) $ (134,720 ) 2018 Revenue, net $ 1,800,187 $ 19,043 $ 2,362 $ — $ 1,821,592 Cost of goods sold 1,452,195 13,127 2,362 — 1,467,684 Gross profit 347,992 5,916 — — 353,908 Operating expenses 506,113 47,006 8,316 9,679 571,114 Interest and other income (expense), net (2) (476 ) 233 (2,498 ) (7 ) (2,748 ) Pre-tax loss $ (158,597 ) $ (40,857 ) $ (10,814 ) $ (9,686 ) (219,954 ) Benefit for income taxes (2,384 ) Net loss (3) $ (217,570 ) Retail tZERO MVI Other Total 2017 Revenue, net $ 1,728,104 $ 16,493 $ 159 $ — $ 1,744,756 Cost of goods sold 1,392,558 11,647 — — 1,404,205 Gross profit 335,546 4,846 159 — 340,551 Operating expenses 365,648 17,101 4,436 — 387,185 Interest and other income (expense), net (2) 4,680 — (5,780 ) — (1,100 ) Pre-tax loss $ (25,422 ) $ (12,255 ) $ (10,057 ) $ — (47,734 ) Provision for income taxes 64,188 Net loss (3) $ (111,922 ) ___________________________________________ (1) — Corporate support costs for the year ended December 31, 2019 have been allocated $42.0 million , $6.0 million , $4.2 million , and $7.8 million , to Retail, tZERO, MVI, and Other, respectively. Unallocated corporate support costs of $6.0 million are included in Other. (2) — Excludes intercompany transactions eliminated in consolidation, which consist primarily of service fees and interest. The net amounts of these intercompany transactions were $2.7 million , $3.5 million , and $2.0 million for the years ended December 31, 2019 , 2018 and 2017 , respectively. (3) — Net loss presented for segment reporting purposes is before any adjustments attributable to noncontrolling interests. |
QUARTERLY RESULTS OF OPERATIO_2
QUARTERLY RESULTS OF OPERATIONS (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of unaudited quarterly results of operations data | 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, 2019 . 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, 2019 June 30, 2019 September 30, 2019 December 31, (in thousands, except per share data) Consolidated Statement of Operations Data: Revenue, net Retail $ 362,625 $ 367,475 $ 340,798 $ 364,076 Other 5,104 6,234 6,301 6,805 Total net revenue 367,729 373,709 347,099 370,881 Cost of goods sold Retail 290,640 294,984 272,545 288,856 Other 3,965 4,826 5,006 5,503 Total cost of goods sold 294,605 299,810 277,551 294,359 Gross profit 73,124 73,899 69,548 76,522 Operating expenses: Sales and marketing 33,477 34,560 34,215 40,868 Technology 35,433 33,153 32,782 33,970 General and administrative 40,232 31,964 32,681 33,247 Total operating expenses 109,142 99,677 99,678 108,085 Operating loss (36,018 ) (25,778 ) (30,130 ) (31,563 ) Interest income 403 630 449 315 Interest expense (127 ) (105 ) (57 ) (53 ) Other income (expense), net (6,272 ) (2,995 ) (4,781 ) 1,547 Loss before income taxes (42,014 ) (28,248 ) (34,519 ) (29,754 ) Provision (benefit) for income taxes 878 (622 ) 23 (94 ) Net loss (42,892 ) (27,626 ) (34,542 ) (29,660 ) Less: Net loss attributable to noncontrolling interests (3,648 ) (2,945 ) (3,604 ) (2,682 ) Net loss attributable to stockholders of Overstock.com, Inc. $ (39,244 ) $ (24,681 ) $ (30,938 ) $ (26,978 ) Net loss per common share—basic: Net loss attributable to common shares—basic $ (1.18 ) $ (0.69 ) $ (0.89 ) $ (0.73 ) Weighted average common shares outstanding—basic 32,370 35,225 35,241 36,573 Net loss per common share—diluted: Net loss attributable to common shares—diluted $ (1.18 ) $ (0.69 ) $ (0.89 ) $ (0.73 ) Weighted average common shares outstanding—diluted 32,370 35,225 35,241 36,573 Three Months Ended March 31, 2018 June 30, 2018 September 30, 2018 December 31, (in thousands, except per share data) Consolidated Statement of Operations Data: Revenue, net Retail $ 439,996 $ 477,683 $ 435,775 $ 446,733 Other 5,335 5,450 4,805 5,815 Total net revenue 445,331 483,133 440,580 452,548 Cost of goods sold Retail 347,580 387,252 350,651 366,712 Other 3,882 4,138 3,213 4,256 Total cost of goods sold 351,462 391,390 353,864 370,968 Gross profit 93,869 91,743 86,716 81,580 Operating expenses: Sales and marketing 77,214 94,416 55,312 47,537 Technology 31,294 32,423 33,880 34,557 General and administrative 39,755 31,440 45,356 47,930 Total operating expenses 148,263 158,279 134,548 130,024 Operating loss (54,394 ) (66,536 ) (47,832 ) (48,444 ) Interest income 544 620 383 661 Interest expense (874 ) (395 ) (101 ) (98 ) Other income (expense), net (9 ) 368 (1,848 ) (1,999 ) Loss before income taxes (54,733 ) (65,943 ) (49,398 ) (49,880 ) Benefit for income taxes (277 ) (27 ) (141 ) (1,939 ) Net loss (54,456 ) (65,916 ) (49,257 ) (47,941 ) Less: Net loss attributable to noncontrolling interests (3,547 ) (1,005 ) (1,334 ) (5,614 ) Net loss attributable to stockholders of Overstock.com, Inc. $ (50,909 ) $ (64,911 ) $ (47,923 ) $ (42,327 ) Net loss per common share—basic: Net loss attributable to common shares—basic $ (1.74 ) $ (2.20 ) $ (1.55 ) $ (1.39 ) Weighted average common shares outstanding—basic 28,566 28,903 30,279 32,112 Net loss per common share—diluted: Net loss attributable to common shares—diluted $ (1.74 ) $ (2.20 ) $ (1.55 ) $ (1.39 ) Weighted average common shares outstanding—diluted 28,566 28,903 30,279 32,112 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | 12 Months Ended |
Dec. 31, 2019website | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of websites | 3 |
ACCOUNTING POLICIES - Summary o
ACCOUNTING POLICIES - Summary of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Assets: | ||
Cash equivalents—Money market mutual funds | $ 2,799 | $ 3,135 |
Equity Securities, FV-NI | 823 | 2,636 |
Marketable Securities | 10,308 | |
Trading securities held in a "rabbi trust" | 116 | 84 |
Total assets | 14,046 | 5,855 |
Liabilities: | ||
Deferred compensation accrual "rabbi trust" | 116 | 85 |
Total liabilities | 116 | 85 |
Level 1 | ||
Assets: | ||
Cash equivalents—Money market mutual funds | 2,799 | 3,135 |
Equity Securities, FV-NI | 823 | 2,636 |
Marketable Securities | 10,308 | |
Trading securities held in a "rabbi trust" | 116 | 84 |
Total assets | 14,046 | 5,855 |
Liabilities: | ||
Deferred compensation accrual "rabbi trust" | 116 | 85 |
Total liabilities | 116 | 85 |
Level 2 | ||
Assets: | ||
Cash equivalents—Money market mutual funds | 0 | 0 |
Equity Securities, FV-NI | 0 | 0 |
Marketable Securities | 0 | |
Trading securities held in a "rabbi trust" | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Deferred compensation accrual "rabbi trust" | 0 | 0 |
Total liabilities | 0 | 0 |
Level 3 | ||
Assets: | ||
Cash equivalents—Money market mutual funds | 0 | 0 |
Equity Securities, FV-NI | 0 | 0 |
Marketable Securities | 0 | |
Trading securities held in a "rabbi trust" | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Deferred compensation accrual "rabbi trust" | 0 | 0 |
Total liabilities | $ 0 | $ 0 |
ACCOUNTING POLICIES - Additiona
ACCOUNTING POLICIES - Additional Information (Details) | Sep. 21, 2018USD ($)shares | Jan. 17, 2018USD ($)shares | Dec. 29, 2017USD ($)shares | Nov. 08, 2017USD ($)$ / sharesshares | Dec. 31, 2019USD ($)banksubsidiary$ / shares | Dec. 31, 2018USD ($)bank$ / shares | Dec. 31, 2018USD ($)bank$ / shares | Dec. 31, 2017USD ($) | Jan. 01, 2019USD ($) | Jan. 01, 2018USD ($) |
Accounting Policies [Abstract] | ||||||||||
Cash equivalents | $ 2,800,000 | $ 3,100,000 | $ 3,100,000 | |||||||
Normal credit term granted to customers | 30 days | |||||||||
Allowance for doubtful accounts receivable | $ 2,500,000 | $ 2,100,000 | $ 2,100,000 | |||||||
Number of banks who hold majority of cash and cash equivalents | bank | 1 | 1 | 1 | |||||||
Accounting Policies [Line Items] | ||||||||||
Marketable Securities and Equity Securities, FV-NI | $ 11,100,000 | $ 2,600,000 | $ 2,600,000 | |||||||
Operating Lease, Liability | $ 28,157,000 | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 24,200,000 | $ 25,900,000 | $ 25,900,000 | |||||||
Temporary Equity, Liquidation Preference Per Share | $ / shares | $ 0.10 | |||||||||
Withdrawal Under Security Token Offering | 22,000,000 | |||||||||
Goodwill, Impairment Loss | $ 0 | 0 | ||||||||
Advertising expense | $ 124,300,000 | 249,700,000 | 164,600,000 | |||||||
Sales return period for which full refund will be granted | 30 days | |||||||||
Net other comprehensive income | $ 16,000 | 15,000 | 941,000 | |||||||
Other current assets | 3,088,000 | 2,963,000 | 2,963,000 | |||||||
Impairment Of Cryptocurrencies | 334,000 | 10,463,000 | 0 | |||||||
Impairments of long-lived assets | 1,400,000 | 6,000,000 | 0 | |||||||
Impairments on intangible assets | 1,406,000 | $ 6,000,000 | 0 | |||||||
Indefinite-Lived Intangible Asset, Useful Life | 0 years | |||||||||
Gain on sale of cryptocurrencies | 569,000 | $ 8,400,000 | 0 | |||||||
Goodwill, Acquired During Period | 1,685,000 | 8,197,000 | ||||||||
Equity Securities, FV-NI | 823,000 | 2,636,000 | 2,636,000 | |||||||
Carrying value of equity method investments | $ 37,300,000 | 40,100,000 | 40,100,000 | |||||||
Number of broker-dealer subsidiary (in subsidiary) | subsidiary | 2 | |||||||||
Capitalized Offering Costs for Security Token Offering | (21,500,000) | (21,500,000) | ||||||||
Number of warrants called | shares | 1,250,000 | 2,472,188 | 3,722,188 | |||||||
Proceeds from Issuance of Warrants | $ 6,500,000 | $ 0 | 50,588,000 | 106,462,000 | ||||||
Warrant price (in usd per share) | $ / shares | $ 40.45 | |||||||||
Proceeds from exercise of stock warrants | $ 50,600,000 | $ 100,000,000 | ||||||||
Loyalty program expiration period | 90 days | |||||||||
Gift card and Club-O rewards breakage | $ 0 | 0 | $ 2,742,000 | |||||||
Cumulative effect of new accounting pronouncement in period of adoption, reduction in accumulated deficit | (580,390,000) | (458,897,000) | (458,897,000) | |||||||
Deferred revenue | $ 41,821,000 | $ 50,578,000 | 50,578,000 | |||||||
Advertising Revenue as a Percentage of Total Revenue | 2.00% | 2.00% | 2.00% | |||||||
Maximum revenue from co-branded credit card program as a percentage of total net revenues | 1.00% | 1.00% | ||||||||
Sales return period for which reduced refund will be granted | 30 days | |||||||||
Sales return received at returns processing facility for which reduced refund will be granted, period | 45 days | |||||||||
Prepaid advertising | $ 138,000 | $ 961,000 | 961,000 | |||||||
Amortization of intangible assets, 2019 | 3,700,000 | |||||||||
Amortization of intangible assets, 2020 | 3,300,000 | |||||||||
Amortization of intangible assets, 2021 | 2,100,000 | |||||||||
Amortization of intangible assets, 2022 | 1,600,000 | |||||||||
Amortization of intangible assets, 2023 | 804,000 | |||||||||
Amortization of intangibles, thereafter | $ 323,000 | |||||||||
Product delivery period from date of shipment, minimum | 1 day | |||||||||
Product delivery period from date of shipment, maximum | 8 days | |||||||||
Operating lease right-of-use assets | $ 25,384,000 | 0 | 0 | |||||||
Cryptocurrency, bitcoin | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Other current assets | 2,600,000 | 2,393,000 | 2,393,000 | |||||||
Software Development | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Capitalized costs | 13,000,000 | 19,300,000 | $ 9,600,000 | |||||||
Amortization of capitalized costs | 12,900,000 | 13,800,000 | 15,900,000 | |||||||
Medici Land Governance | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Equity method investment, shares acquired (in shares) | shares | 510,000 | |||||||||
Proceeds from Noncontrolling Interests | $ 6,700,000 | |||||||||
Patrick Byrne | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Equity method investment, shares acquired (in shares) | shares | 390,000 | |||||||||
Patrick Byrne | Medici Land Governance | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Sale of Stock, Percentage of Ownership after Transaction | 43.00% | |||||||||
Medici Ventures [Member] | Medici Land Governance | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Sale of Stock, Percentage of Ownership after Transaction | 57.00% | |||||||||
Accumulated other comprehensive loss | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Net other comprehensive income | 16,000 | 15,000 | $ 941,000 | |||||||
Accounting Standards Update 2014-09 | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Cumulative effect of new accounting pronouncement in period of adoption, reduction in accumulated deficit | $ 5,000,000 | |||||||||
Accounting Standards Update 2016-02 [Member] | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Operating Lease, Liability | $ 35,100,000 | |||||||||
Operating lease right-of-use assets | 31,000,000 | |||||||||
Operating Lease, Deferred Rent Offset To Right-Of-Use Asset | $ 4,200,000 | |||||||||
Club O Reward Points [Member] | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Deferred revenue | 6,700,000 | 6,900,000 | $ 6,900,000 | |||||||
Retail | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Gift card and Club-O rewards breakage | $ 4,200,000 | $ 5,600,000 | ||||||||
Series A-1, issued and outstanding - 4,210 and 0 (including 4,085 shares declared as a stock dividend, not yet distributed) | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | |||||||||
Series B, issued and outstanding - 357 and 355 | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Series A, issued and outstanding - 0 and 127 | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
ACCOUNTING POLICIES - Fixed Ass
ACCOUNTING POLICIES - Fixed Assets, Depreciation Expense, Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation of property and equipment | $ 26,262 | $ 26,411 | $ 28,848 |
Intangible assets other than goodwill | |||
Total intangible assets, gross | 30,284 | 29,099 | |
Accumulated amortization of intangible assets | (18,528) | (15,729) | |
Total intangible assets, net | 11,756 | 13,370 | |
Amortization of intangible assets | 4,769 | 5,286 | 3,999 |
Amortization Of Intangible Assets Including Impact Of Purchase Price Allocation Adjustments | $ 3,332 | 5,286 | 3,999 |
Weighted average remaining useful life for intangible assets | 5 years 6 months 17 days | ||
Cost of goods sold — retail | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation of property and equipment | $ 687 | 354 | 307 |
Technology [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation of property and equipment | 20,798 | 21,894 | 24,604 |
Intangible assets other than goodwill | |||
Amortization of intangible assets | 3,726 | 3,424 | 3,620 |
Sales and marketing | |||
Intangible assets other than goodwill | |||
Amortization of intangible assets | 64 | 460 | 83 |
General and administrative | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation of property and equipment | 4,777 | 4,163 | 3,937 |
Intangible assets other than goodwill | |||
Amortization of intangible assets | $ (458) | $ 1,402 | $ 296 |
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 ACCOUNTING
ACCOUNTING POLICIES ACCOUNTING POLICIES - Schedule of Deferred Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Deferred revenue, beginning balance | $ 50,578 | $ 46,468 |
Increase due to deferral of revenue at period end | 36,622 | 43,216 |
Decrease due to beginning contract liabilities recognized as revenue | (45,379) | (39,106) |
Deferred revenue, ending balance | $ 41,821 | $ 50,578 |
ACCOUNTING POLICIES ACCOUNTIN_2
ACCOUNTING POLICIES ACCOUNTING POLICIES - Allowance for Sales Returns Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | |||
Allowance for returns, beginning of period | $ 15,261 | $ 17,391 | $ 18,176 |
Additions to the allowance | 117,040 | 174,864 | 169,398 |
Deductions from the allowance | (121,194) | (176,994) | (170,183) |
Allowance for returns, end of period | $ 11,107 | $ 15,261 | $ 17,391 |
ACCOUNTING POLICIES - Schedule
ACCOUNTING POLICIES - Schedule of Costs of Goods Sold (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue recognition | |||||||||||
Product delivery period from date of shipment, minimum | 1 day | ||||||||||
Product delivery period from date of shipment, maximum | 8 days | ||||||||||
Club O loyalty program | |||||||||||
Loyalty program expiration period | 90 days | ||||||||||
Co-branded credit card program | |||||||||||
Maximum revenue from co-branded credit card program as a percentage of total net revenues | 1.00% | 1.00% | |||||||||
Sales returns allowance | |||||||||||
Sales return period for which full refund will be granted | 30 days | ||||||||||
Sales return period for which reduced refund will be granted | 30 days | ||||||||||
Sales return received at returns processing facility for which reduced refund will be granted, period | 45 days | ||||||||||
Cost of goods sold | |||||||||||
Total net revenue | $ 370,881 | $ 347,099 | $ 373,709 | $ 367,729 | $ 452,548 | $ 440,580 | $ 483,133 | $ 445,331 | $ 1,459,418 | $ 1,821,592 | $ 1,744,756 |
Total revenue, net (as a percent) | 100.00% | 100.00% | 100.00% | ||||||||
Cost of goods sold | |||||||||||
Product costs and other cost of goods sold | $ 1,100,351 | $ 1,390,750 | $ 1,328,749 | ||||||||
Fulfillment and related costs | 65,974 | 76,934 | 75,456 | ||||||||
Total cost of goods sold | 294,359 | 277,551 | 299,810 | 294,605 | 370,968 | 353,864 | 391,390 | 351,462 | $ 1,166,325 | $ 1,467,684 | $ 1,404,205 |
Product costs and other cost of goods sold (as a percent) | 75.00% | 76.00% | 76.00% | ||||||||
Fulfillment and related costs (as a percent) | 5.00% | 4.00% | 4.00% | ||||||||
Total cost of goods sold (as a percent) | 80.00% | 81.00% | 80.00% | ||||||||
Gross profit | $ 76,522 | $ 69,548 | $ 73,899 | $ 73,124 | $ 81,580 | $ 86,716 | $ 91,743 | $ 93,869 | $ 293,093 | $ 353,908 | $ 340,551 |
Gross profit (as a percent) | 20.00% | 19.00% | 20.00% | ||||||||
Advertising Revenue as a Percentage of Total Revenue | 2.00% | 2.00% | 2.00% |
ACCOUNTING POLICIES - Computati
ACCOUNTING POLICIES - Computation of Basic and Diluted Net Income (Loss) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings per share | |||||||||||
Consolidated net income | $ (26,978) | $ (30,938) | $ (24,681) | $ (39,244) | $ (42,327) | $ (47,923) | $ (64,911) | $ (50,909) | $ (121,841) | $ (206,070) | $ (109,878) |
Less: Preferred stock converted to common stock | 0 | 3,098 | 0 | ||||||||
Gain (Loss) On Repurchase Of Crypocurrencies | (425) | 0 | 0 | ||||||||
Less: Preferred stock dividends—declared and accumulated | 894 | 77 | 216 | ||||||||
Net Income (Loss) Available To Common Stockholders, Before Undistributed Earnings (Loss) Allocated To Participating Securities, Basic | (122,310) | (209,245) | (110,094) | ||||||||
Less: Undistributed loss allocated to participating securities | (1,665) | (4,368) | (2,960) | ||||||||
Net loss attributable to common shares | $ (120,645) | $ (204,877) | $ (107,134) | ||||||||
Net loss per common share—basic: | |||||||||||
Net loss attributable to common shares—basic: | $ (0.73) | $ (0.89) | $ (0.69) | $ (1.18) | $ (1.39) | $ (1.55) | $ (2.20) | $ (1.74) | $ (3.46) | $ (6.83) | $ (4.28) |
Weighted average common shares outstanding—basic | 36,573 | 35,241 | 35,225 | 32,370 | 32,112 | 30,279 | 28,903 | 28,566 | 34,865 | 29,976 | 25,044 |
Effect of dilutive securities: | |||||||||||
Stock options and restricted stock awards (in shares) | 0 | 0 | 0 | ||||||||
Weighted average common shares outstanding—diluted | 36,573 | 35,241 | 35,225 | 32,370 | 32,112 | 30,279 | 28,903 | 28,566 | 34,865 | 29,976 | 25,044 |
Net loss attributable to common shares—diluted: | $ (0.73) | $ (0.89) | $ (0.69) | $ (1.18) | $ (1.39) | $ (1.55) | $ (2.20) | $ (1.74) | $ (3.46) | $ (6.83) | $ (4.28) |
Stock options and restricted stock awards | |||||||||||
Anti-dilutive securities excluded from computation of earnings per share | |||||||||||
Stock options and restricted stock units (in shares) | 1,051 | 543 | 226 | ||||||||
Warrant | |||||||||||
Anti-dilutive securities excluded from computation of earnings per share | |||||||||||
Stock options and restricted stock units (in shares) | 0 | 21 | 78 |
ACCOUNTING POLICIES ACCOUNTIN_3
ACCOUNTING POLICIES ACCOUNTING POLICIES - Summary of Equity Investment Ownerships (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 370,881,000 | $ 347,099,000 | $ 373,709,000 | $ 367,729,000 | $ 452,548,000 | $ 440,580,000 | $ 483,133,000 | $ 445,331,000 | $ 1,459,418,000 | $ 1,821,592,000 | $ 1,744,756,000 |
Equity Method Investment, Summarized Financial Information, Net Income (Loss) | 7,734,000 | 3,869,000 | 508,000 | ||||||||
Equity Method Investment, Other than Temporary Impairment | 1,382,000 | 0 | 0 | ||||||||
Equity Method Investment, Realized Gain (Loss) on Disposal | $ 524,000 | 0 | 0 | ||||||||
Bitt Inc. | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity method investment, ownership percentage | 21.00% | 21.00% | |||||||||
Spera, Inc. | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity method investment, ownership percentage | 19.00% | 19.00% | |||||||||
Voatz, Inc. | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity method investment, ownership percentage | 20.00% | 20.00% | |||||||||
SettleMint NV [Member] [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity method investment, ownership percentage | 29.00% | 29.00% | |||||||||
Chainstone Labs | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity method investment, ownership percentage | 29.00% | 29.00% | |||||||||
Finclusive [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity method investment, ownership percentage | 10.00% | 10.00% | |||||||||
Minds, Inc. | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity method investment, ownership percentage | 24.00% | 24.00% | |||||||||
PeerNova, Inc. [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity method investment, ownership percentage | 11.00% | 11.00% | |||||||||
VinX Network Ltd. | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity method investment, ownership percentage | 29.00% | 29.00% | |||||||||
GrainChain, Inc. | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity method investment, ownership percentage | 18.00% | 18.00% | |||||||||
Boston Security Token Exchange LLC | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Equity method investment, ownership percentage | 50.00% | 50.00% | |||||||||
Medici Ventures [Member] | |||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,749,000 | $ 2,362,000 | $ 159,000 |
ACCOUNTING POLICIES Impairment
ACCOUNTING POLICIES Impairment for Equity Securities without Readily Determinable Fair Value (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other than Temporary Impairment, Credit Losses Recognized in Earnings [Line Items] | |||
Equity Securities without Readily Determinable Fair Value, Impairment Loss And Downward Adjustments | $ (5,708,000) | $ (536,000) | $ (5,487,000) |
Equity Securities without Readily Determinable Fair Value [Table Text Block] | The impairments and downward adjustments for the period related to equity securities without readily determinable fair values at December 31, 2019 , 2018 and 2017 is as follows (in thousands): Year ended December 31, 2019 2018 2017 Impairments and downward adjustments of equity securities without readily determinable fair values $ (5,708 ) $ (536 ) $ (5,487 ) Upward adjustments of equity securities without readily determinable fair values $ — $ 958 $ — | ||
Equity Securities without readily determinable fair value upward adjustments | $ 0 | 958,000 | $ 0 |
Other Long-term Investments | 3,900,000 | $ 17,700,000 | |
Equity Securities without Readily Determinable Fair Value, Downward Price Adjustment, Cumulative Amount | 6,200,000 | ||
Equity Securities without Readily Determinable Fair Value, Upward Price Adjustment, Cumulative Amount | $ 958,000 |
ACCOUNTING POLICIES Unrealized
ACCOUNTING POLICIES Unrealized Gain (Loss) on Equity Securities Still Held (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |||
Equity Securities, FV-NI, Gain (Loss) | $ 3,336 | $ 136 | $ 0 |
Equity Securities, FV-NI, Realized Gain (Loss) | 848 | 0 | 0 |
Equity Securities, FV-NI, Unrealized Gain (Loss) | $ 2,488 | $ 136 | $ 0 |
ACCOUNTING POLICIES Developer S
ACCOUNTING POLICIES Developer Service Revenue (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue from External Customer [Line Items] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 370,881,000 | $ 347,099,000 | $ 373,709,000 | $ 367,729,000 | $ 452,548,000 | $ 440,580,000 | $ 483,133,000 | $ 445,331,000 | $ 1,459,418,000 | $ 1,821,592,000 | $ 1,744,756,000 |
Medici Ventures [Member] | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,749,000 | $ 2,362,000 | $ 159,000 |
ACCOUNTING POLICIES Goodwill, N
ACCOUNTING POLICIES Goodwill, Net of Accumulated Impairment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Line Items] | |||
Goodwill, Impairment Loss | $ 0 | $ 0 | |
Goodwill, Impaired, Accumulated Impairment Loss | 3,300,000 | 3,282,000 | 3,282,000 |
Goodwill | 27,120,000 | 22,895,000 | $ 14,698,000 |
Goodwill, Acquired During Period | 1,685,000 | $ 8,197,000 | |
Goodwill, Purchase Accounting Adjustments | $ 2,540,000 |
ACCOUNTING POLICIES Equity Secu
ACCOUNTING POLICIES Equity Securities and Marketable Securities (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Investments, Debt and Equity Securities [Abstract] | ||
Equity Securities, FV-NI | $ 11.1 | $ 2.6 |
Other Long-term Investments | $ 3.9 | $ 17.7 |
BUSINESS COMBINATIONS Narrative
BUSINESS COMBINATIONS Narrative (Details) - USD ($) | Dec. 31, 2020 | Dec. 21, 2018 | Jul. 31, 2018 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 25, 2018 |
Business Acquisition [Line Items] | |||||||||
Goodwill, Purchase Accounting Adjustments | $ 2,540,000 | ||||||||
Equity Method Investment, Other than Temporary Impairment | 1,382,000 | $ 0 | $ 0 | ||||||
Amortization of intangible assets | $ 4,769,000 | $ 5,286,000 | $ 3,999,000 | ||||||
Mac Warehouse, LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | $ 2,800,000 | ||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Income Taxes | (837,000) | ||||||||
Goodwill, Purchase Accounting Adjustments | $ 2,500,000 | ||||||||
Percentage of business acquired | 100.00% | ||||||||
tZero.com, Inc. [Member] | tZERO Crypto, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | $ 650,000 | ||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Income Taxes | 943,000 | ||||||||
Goodwill, Purchase Accounting Adjustments | 1,700,000 | ||||||||
Equity Method Investment, Other than Temporary Impairment | $ 1,300,000 | ||||||||
tZERO Crypto, Inc. [Member] | Medici Ventures [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Sale of Stock, Percentage of Ownership after Transaction | 33.00% | ||||||||
tZERO Crypto, Inc. [Member] | tZero.com, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Sale of Stock, Percentage of Ownership before Transaction | 67.00% | ||||||||
Payments to Acquire Equity Method Investments | $ 8,000,000 | ||||||||
Forecast [Member] | tZERO Crypto, Inc. [Member] | tZero.com, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Payments to Acquire Equity Method Investments | $ 4,000,000 |
BUSINESS COMBINATIONS Assets Ac
BUSINESS COMBINATIONS Assets Acquired and Liabilities Assumed (Details) - USD ($) | Jan. 01, 2019 | Jun. 25, 2018 | Jul. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Purchase Price | |||||||||
Cash paid, net of cash acquired | $ (4,886,000) | $ 12,912,000 | $ 0 | ||||||
Allocation | |||||||||
Goodwill | $ 22,895,000 | 27,120,000 | 22,895,000 | $ 14,698,000 | |||||
Amortization of Intangible Assets | (15,729,000) | (18,528,000) | (15,729,000) | ||||||
Intangible assets, net | 13,370,000 | $ 11,756,000 | $ 13,370,000 | ||||||
Mac Warehouse, LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Income Taxes | $ (837,000) | ||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Amortization And Accumulated Depreciation | 981,000 | 1,400,000 | |||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Other Income | $ 459,000 | ||||||||
Percentage of business acquired | 100.00% | ||||||||
Purchase Price | |||||||||
Cash paid, net of cash acquired | $ 1,143,000 | ||||||||
Allocation | |||||||||
Goodwill | 3,376,000 | ||||||||
Accounts receivable | 399,000 | ||||||||
Assets acquired and liabilities assumed, net | 1,143,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 1,033,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Fixed Assets | 154,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (1,432,000) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | (3,069,000) | ||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | (2,800,000) | ||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Accrued Liabilities | $ 527,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 29,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 653,000 | ||||||||
tZero.com, Inc. [Member] | tZERO Crypto, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | $ 6,093,000 | ||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Deferred Income Taxes | $ 943,000 | ||||||||
Purchase Price | |||||||||
Cash paid, net of cash acquired | 3,115,000 | ||||||||
Allocation | |||||||||
Goodwill | 1,685,000 | ||||||||
Intangibles | (643,000) | ||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Intangibles | $ (650,000) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Equipment | 3,800,000 | ||||||||
Settlement Of Receivable Due From Equity Method Investment | (10,000) | ||||||||
Business Combination, Consideration Transferred | 6,262,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 71,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Equipment | 16,000 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 6,093,000 | ||||||||
Deferred Tax Liabilities, Net | (943,000) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | (660,000) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 6,262,000 | ||||||||
Technology [Member] | tZero.com, Inc. [Member] | tZERO Crypto, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | $ 1,500,000 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||||||||
License [Member] | tZero.com, Inc. [Member] | tZERO Crypto, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | $ 300,000 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year | ||||||||
Patents [Member] | tZero.com, Inc. [Member] | tZERO Crypto, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Finite-lived Intangible Assets Acquired | $ 4,293,000 | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 20 years | ||||||||
tZERO Crypto, Inc. [Member] | Medici Ventures [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Sale of Stock, Percentage of Ownership after Transaction | 33.00% |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
ACCOUNTS RECEIVABLE | ||
Accounts receivable, gross | $ 27,202 | $ 38,046 |
Less: allowance for doubtful accounts | (2,474) | (2,116) |
Accounts receivable, net | 24,728 | 35,930 |
Freight rebates receivable | ||
ACCOUNTS RECEIVABLE | ||
Accounts receivable, gross | 0 | 11,729 |
Accounts receivable, trade | ||
ACCOUNTS RECEIVABLE | ||
Accounts receivable, gross | 10,553 | 10,380 |
Credit card receivables | ||
ACCOUNTS RECEIVABLE | ||
Accounts receivable, gross | 10,515 | 12,141 |
Other receivables | ||
ACCOUNTS RECEIVABLE | ||
Accounts receivable, gross | $ 6,134 | $ 3,796 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Product inventories, net | $ 3,469 | $ 10,520 |
Inventory in-transit | 2,371 | 3,588 |
Total inventories, net | $ 5,840 | $ 14,108 |
PREPAIDS AND OTHER ASSETS (Deta
PREPAIDS AND OTHER ASSETS (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid maintenance | $ 6,577,000 | $ 7,373,000 |
Prepaid Insurance | 4,241,000 | 2,341,000 |
Prepaid insurance | 4,434,000 | 7,573,000 |
Other current assets | 3,088,000 | 2,963,000 |
Prepaid advertising | 138,000 | 961,000 |
Prepaid inventories | 0 | 845,000 |
Total prepaids and other current assets | $ 18,478,000 | $ 22,056,000 |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation of property and equipment | $ 26,262 | $ 26,411 | $ 28,848 |
Fixed assets, gross | 351,815 | 339,589 | |
Less: accumulated depreciation | (221,787) | (204,902) | |
Total property and equipment, net | 130,028 | 134,687 | |
Write-off of fully depreciated assets | 8,200 | 8,000 | |
Computer hardware and software, including internal-use software and website development | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 223,309 | 215,412 | |
Building | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 69,266 | 69,266 | |
Furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 17,739 | 17,066 | |
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 | 9,796 | 9,713 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 11,921 | 8,379 | |
Land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | $ 7,003 | $ 6,972 |
OTHER LONG-TERM ASSETS (Details
OTHER LONG-TERM ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
OTHER LONG-TERM ASSETS | ||
Other long-term assets | $ 0 | $ 8,000 |
Prepaid expenses, long-term portion | 3,166 | 4,419 |
Deposit on purchase of a business | 867 | 2,154 |
Total other long-term assets, net | $ 4,033 | $ 14,573 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||||
Accounts payable accruals | $ 15,692 | $ 15,872 | ||
Accrued marketing expenses | 13,063 | 14,150 | ||
Accrued compensation and other related costs | 13,012 | 12,099 | ||
Allowance for returns | 11,107 | 15,261 | $ 17,391 | $ 18,176 |
Sales and other taxes payable | 10,105 | 9,923 | ||
Other accrued expenses | 9,714 | 4,270 | ||
Accrued loss contingencies | 9,550 | 10,940 | ||
Accrued freight | 5,954 | 5,343 | ||
Total accrued liabilities | $ 88,197 | $ 87,858 |
DEFERRED REVENUE (Details)
DEFERRED REVENUE (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred revenue | ||
Total deferred revenue | $ 41,821 | $ 50,578 |
Payments received prior to product delivery | ||
Deferred revenue | ||
Total deferred revenue | 21,951 | 30,033 |
Club O membership fees and reward points | ||
Deferred revenue | ||
Total deferred revenue | 11,363 | 11,709 |
In store credits | ||
Deferred revenue | ||
Total deferred revenue | 6,338 | 4,707 |
Other | ||
Deferred revenue | ||
Total deferred revenue | 1,214 | 730 |
Unredeemed gift cards | ||
Deferred revenue | ||
Total deferred revenue | $ 955 | $ 3,399 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Lessee, Lease, Description [Line Items] | |||
Operating Leases, Rent Expense, Net | $ 7.8 | $ 9.3 | |
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, Operating Lease, Remaining Lease Term | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, Operating Lease, Remaining Lease Term | 11 years |
LEASES Leases by Balance Sheet
LEASES Leases by Balance Sheet Location (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 25,384 | $ 0 |
Operating lease liabilities, current | 6,603 | 0 |
Operating lease liabilities, non-current | $ 21,554 | $ 0 |
LEASES Components of Lease Cost
LEASES Components of Lease Cost and Other Operating Lease Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating Lease, Payments | $ (10,925) |
Operating Lease, Cost | 9,765 |
Short-term Lease, Cost | 96 |
Variable Lease, Cost | 1,848 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 17,947 |
Derecognition of right-of-use assets | $ 16,855 |
Operating Lease, Weighted Average Remaining Lease Term | 5 years 10 months 10 days |
Operating Lease, Weighted Average Discount Rate, Percent | 8.00% |
LEASES Operating Lease Maturiti
LEASES Operating Lease Maturities and Future Minimum Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year | $ 8,639 | |
Lessee, Operating Lease, Liability, Payments, Due Year Two | 5,758 | |
Lessee, Operating Lease, Liability, Payments, Due Year Three | 5,624 | |
Lessee, Operating Lease, Liability, Payments, Due Year Four | 4,684 | |
Lessee, Operating Lease, Liability, Payments, Due Year Five | 3,486 | |
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 7,361 | |
Lessee, Operating Lease, Liability, Payments, Due | 35,552 | |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | (7,395) | |
Operating Lease, Liability | $ 28,157 | |
Operating Leases, Before Adoption of 842 [Abstract] | ||
Operating Leases, Future Minimum Payments Due, Next Twelve Months | $ 8,822 | |
Operating Leases, Future Minimum Payments, Due in Two Years | 7,414 | |
Operating Leases, Future Minimum Payments, Due in Three Years | 7,654 | |
Operating Leases, Future Minimum Payments, Due in Four Years | 7,579 | |
Operating Leases, Future Minimum Payments, Due in Five Years | 6,677 | |
Operating Leases, Future Minimum Payments, Due Thereafter | 19,571 | |
Operating Leases, Future Minimum Payments Due | $ 57,717 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details 2) $ in Millions | Sep. 23, 2009defendent | Dec. 31, 2019USD ($) | Oct. 23, 2019USD ($) | Jun. 28, 2019USD ($) | Dec. 31, 2018USD ($) |
Loss contingency, legal proceedings | |||||
Estimated Litigation Liability, Current | $ 1.3 | $ 7.3 | |||
Estimated Litigation Liability | $ 8.6 | ||||
Accrued liabilities for contingencies | $ 9.6 | $ 10.3 | |||
SpeedTrack, Inc. | |||||
Loss contingency, legal proceedings | |||||
Number of other defendants | defendent | 27 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) | Jun. 26, 2019shares | May 08, 2019USD ($)shares | May 06, 2019USD ($)$ / shares | Jan. 17, 2018USD ($)shares | Dec. 29, 2017USD ($)shares | Nov. 08, 2017USD ($)$ / sharesshares | Jul. 31, 2019shares | Dec. 31, 2019USD ($)vote$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Jun. 30, 2019shares | Dec. 31, 2016shares |
Class of Stock [Line Items] | |||||||||||||
Number of votes to which holders of common shares are entitled for each share held | vote | 1 | ||||||||||||
Preferred stock, votes per share (in vote) | vote | 1 | ||||||||||||
Dividend rate (usd per share) | $ / shares | $ 0.16 | ||||||||||||
Cash paid for preferred stock dividends declared (in usd per share) | $ / shares | $ 0.16 | $ 0.16 | |||||||||||
Proceeds from sale of common stock included in accounts receivable | $ | $ 2,848,000 | $ 0 | $ 0 | ||||||||||
Noncumulative Dividend Percentage1 | 10.00% | ||||||||||||
Temporary Equity, Liquidation Preference Per Share | $ / shares | $ 0.10 | ||||||||||||
Proceeds From Issuance Security Token Offering, Net Of Withdrawals | $ | $ 104,800,000 | ||||||||||||
Withdrawal Under Security Token Offering | $ | 22,000,000 | ||||||||||||
Capitalized Offering Costs for Security Token Offering | $ | 21,500,000 | $ 21,500,000 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 1,250,000 | 2,472,188 | 3,722,188 | ||||||||||
Proceeds from Warrant Exercises | $ | $ 50,600,000 | $ 100,000,000 | |||||||||||
Proceeds from Issuance of Warrants | $ | $ 6,500,000 | $ 0 | $ 50,588,000 | $ 106,462,000 | |||||||||
Stock And Warrants Issued During Period, Warrants, Price Per Warrant | $ / shares | $ 40.45 | ||||||||||||
Series A, issued and outstanding - 0 and 127 | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares outstanding | shares | 0 | 127,000 | 127,000 | ||||||||||
Series A-1, issued and outstanding - 4,210 and 0 (including 4,085 shares declared as a stock dividend, not yet distributed) | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Shares issued upon conversion (in shares) | shares | 1 | ||||||||||||
Preferred stock, shares outstanding | shares | 4,210,000 | 0 | 0 | ||||||||||
At-The-Market Agreement [Member] | JonesTrading Institutional Services LLC [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 7,590,498 | 2,883,344 | |||||||||||
Proceeds from Issuance or Sale of Equity | $ | $ 85,800,000 | $ 94,600,000 | |||||||||||
Deferred Offering Costs | $ | 2,000,000 | $ 2,600,000 | $ 2,600,000 | ||||||||||
tZero.com, Inc. [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | shares | 508,710 | ||||||||||||
Sale Of Stock, Number of Shares Issued In Transaction As A Percentage Of Total Shares Issued And Outstanding | 0.50% | ||||||||||||
Sale Of Stock, Total Consideration Received On Transaction | $ | $ 5,000,000 | ||||||||||||
Sale of Stock, Consideration Received on Transaction | $ | 911,000 | ||||||||||||
tZero.com, Inc. [Member] | GSR Capital [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Payments to Acquire Equity Method Investments | $ | $ 30,000,000 | ||||||||||||
Sale Of Tokens, Price Per Token | $ / shares | $ 6.67 | ||||||||||||
Sale of Stock, Consideration Received on Transaction | $ | $ 4,400,000 | ||||||||||||
Preferred Stock [Member] | Series A, issued and outstanding - 0 and 127 | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Partners' Capital Account, Units, Converted | shares | 2,000 | 0 | 0 | ||||||||||
Preferred stock, shares outstanding | shares | 0 | 127,000 | 127,000 | 127,000 | 2,895 | 127,000 | |||||||
Preferred Stock [Member] | Series A-1, issued and outstanding - 4,210 and 0 (including 4,085 shares declared as a stock dividend, not yet distributed) | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Partners' Capital Account, Units, Converted | shares | 122,526 | ||||||||||||
Preferred stock, shares outstanding | shares | 4,210,000 | 0 | 0 | 0 | 0 | ||||||||
Preferred Stock [Member] | Series A Preferred Stock Exchange [Member] | Series A, issued and outstanding - 0 and 127 | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Partners' Capital Account, Units, Converted | shares | 122,526 | 2,020 | |||||||||||
Preferred Stock [Member] | Series A Preferred Stock Conversion [Member] | Series A, issued and outstanding - 0 and 127 | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Partners' Capital Account, Units, Converted | shares | 1,144 | 875 |
STOCK-BASED AWARDS (Details)
STOCK-BASED AWARDS (Details) - USD ($) | Jan. 23, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jul. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | |||
Stock-based compensation expense | $ 18,229,000 | $ 14,356,000 | $ 4,077,000 | ||
Weighted Average Grant Date Fair Value | |||||
Common stock, shares issued | 42,790,000 | 35,346,000 | |||
Medici Ventures [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common Stock, Shares Authorized | 1,500,000 | ||||
Weighted Average Grant Date Fair Value | |||||
Common stock, shares issued | 900,000 | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 470,000 | ||||
Restricted stock awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 16,160,000 | $ 9,096,000 | $ 4,056,000 | ||
Units | |||||
Outstanding-beginning of year (in shares) | 559,000 | 540,000 | 560,000 | ||
Granted at fair value (in shares) | 982,000 | 387,000 | 310,000 | ||
Vested (in shares) | (270,000) | (234,000) | (212,000) | ||
Forfeited (in shares) | (220,000) | (134,000) | (118,000) | ||
Outstanding-end of period (in shares) | 1,051,000 | 559,000 | 540,000 | ||
Weighted Average Grant Date Fair Value | |||||
Outstanding-beginning of year (in dollars per share) | $ 44.08 | $ 17.05 | $ 17.46 | ||
Granted at fair value (in dollars per share) | 17.80 | 65.42 | 17.75 | ||
Vested (in dollars per share) | 34.92 | 17.68 | 19.58 | ||
Forfeited (in dollars per share) | 23.36 | 42.85 | 16.21 | ||
Outstanding-end of period (in dollars per share) | $ 26.22 | $ 44.08 | $ 17.05 | ||
Restricted stock awards | Equity Incentive Plan, One-Year Vesting [Member] | |||||
Units | |||||
Granted at fair value (in shares) | 502,765 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instrument Other Than Option, Cumulative Grant Date Fair Value | $ 8,600,000 | ||||
Weighted Average Grant Date Fair Value | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | ||||
Restricted stock awards | tZero.com, Inc. [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 4,000,000 | ||||
Units | |||||
Granted at fair value (in shares) | 260,500 | ||||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 0 | $ 0 | |||
Stock options | Medici Ventures Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 1,214,000 | $ 412,000 | 21,000 | ||
Stock options | Medici Ventures [Member] | |||||
Weighted Average Grant Date Fair Value | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | 3 years | |||
Stock options | Medici Ventures [Member] | 2017 Stock Option Plan [Member] | |||||
Options | |||||
Outstanding—end of year (in shares) | 130,000 | ||||
Stock options | tZero.com, Inc. [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 855,000 | $ 4,848,000 | $ 0 |
STOCK-BASED AWARDS - Additional
STOCK-BASED AWARDS - Additional Information (Details) - USD ($) | Jan. 23, 2018 | Dec. 31, 2017 | Jul. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 22, 2018 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 18,229,000 | $ 14,356,000 | $ 4,077,000 | |||||
Proceeds from exercise of stock options | $ 0 | 0 | 664,000 | |||||
Stock options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | 0 | 0 | ||||||
Restricted stock awards | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of shares available for future grants | 1,000,000 | |||||||
Stock-based compensation expense | $ 16,160,000 | $ 9,096,000 | $ 4,056,000 | |||||
Granted at fair value (in shares) | 982,000 | 387,000 | 310,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 540,000 | 1,051,000 | 559,000 | 540,000 | 560,000 | |||
Granted at fair value (in dollars per share) | $ 17.80 | $ 65.42 | $ 17.75 | |||||
Restricted stock awards | First Year | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting percentage | 33.30% | |||||||
Restricted stock awards | Second Year | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting percentage | 33.30% | |||||||
Restricted stock awards | Third Year | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Award vesting percentage | 33.30% | |||||||
Equity Incentive Plan, One-Year Vesting [Member] | Restricted stock awards | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Granted at fair value (in shares) | 502,765 | |||||||
Vesting period | 1 year | |||||||
Medici Ventures Incentive Plan | Stock options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 1,214,000 | $ 412,000 | $ 21,000 | |||||
Value of stock options granted during period | $ 1,800,000 | |||||||
Medici Ventures [Member] | Stock options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 3 years | 3 years | ||||||
tZero restricted stock units authorized, percentage | 9.00% | |||||||
Stock options granted during period (in shares) | 27,550 | 94,450 | ||||||
Value of stock options granted during period | $ 2,400,000 | |||||||
tZero.com, Inc. [Member] | Stock options | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 855,000 | $ 4,848,000 | $ 0 | |||||
Stock options granted during period (in shares) | 3,477,760 | |||||||
Value of stock options granted during period | $ 521,000 | |||||||
tZero.com, Inc. [Member] | Stock options | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 3 years | |||||||
tZero.com, Inc. [Member] | Restricted stock awards | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock-based compensation expense | $ 4,000,000 | |||||||
Granted at fair value (in shares) | 260,500 | |||||||
Share-based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 795,000 | |||||||
tZero restricted stock units authorized, percentage | 5.00% | |||||||
Shares issued | 2,000,000 | |||||||
tZero.com, Inc. [Member] | Restricted stock awards | Minimum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 2 years | |||||||
tZero.com, Inc. [Member] | Restricted stock awards | Maximum | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 2 years | 3 years | ||||||
tZero.com, Inc. [Member] | Employee Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock options granted during period (in shares) | 5,590,000 | |||||||
Value of stock options granted during period | $ 4,600,000 | |||||||
tZero.com, Inc. [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Ownership percentage | 80.00% | 81.00% |
EMPLOYEE RETIREMENT PLAN (Detai
EMPLOYEE RETIREMENT PLAN (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
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) | 100.00% | ||
Percentage of participant's' gross pay for which the employer contributes a matching contribution | 6.00% | ||
Matching contributions made by the company | $ 5,800,000 | $ 5,500,000 | $ 4,100,000 |
Discretionary contributions | $ 0 | $ 0 | $ 0 |
OTHER INCOME (EXPENSE), NET (De
OTHER INCOME (EXPENSE), NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |||||||||||
Unrealized gain on equity securities and marketable securities | $ 2,488 | $ 1,084 | $ 0 | ||||||||
Gift card and Club-O rewards breakage | 0 | 0 | 2,742 | ||||||||
Gain on investment in precious metals | 0 | 0 | 1,971 | ||||||||
Equity method losses | (7,734) | (3,869) | (508) | ||||||||
Impairment of equity securities | (7,090) | (536) | (5,487) | ||||||||
Impairment of notes receivable | (1,282) | 0 | 0 | ||||||||
Loss on sale of equity securities and marketable securities | (130) | 0 | 0 | ||||||||
Other | 1,247 | (167) | 2,460 | ||||||||
Total other income (expense), net | $ 1,547 | $ (4,781) | $ (2,995) | $ (6,272) | $ (1,999) | $ (1,848) | $ 368 | $ (9) | $ (12,501) | $ (3,488) | $ 1,178 |
INCOME TAXES (Income Before Inc
INCOME TAXES (Income Before Income Taxes) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||||||||
United States loss | $ (134,934) | $ (219,585) | $ (48,039) | ||||||||
Foreign income (loss) | 399 | (369) | 305 | ||||||||
Loss before income taxes | $ (29,754) | $ (34,519) | $ (28,248) | $ (42,014) | $ (49,880) | $ (49,398) | $ (65,943) | $ (54,733) | $ (134,535) | $ (219,954) | $ (47,734) |
INCOME TAXES (Provision) (Detai
INCOME TAXES (Provision) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||||||||||
Federal | $ (49) | $ (57) | $ 365 | ||||||||
State | 195 | (141) | 280 | ||||||||
Foreign | 158 | 44 | 57 | ||||||||
Total current | 304 | (154) | 702 | ||||||||
Deferred: | |||||||||||
Federal | (99) | (1,583) | 56,350 | ||||||||
State | (18) | (645) | 7,146 | ||||||||
Foreign | (2) | (2) | (10) | ||||||||
Total deferred | (119) | (2,230) | 63,486 | ||||||||
Total provision (benefit) for income taxes | $ (94) | $ 23 | $ (622) | $ 878 | $ (1,939) | $ (141) | $ (27) | $ (277) | $ 185 | $ (2,384) | $ 64,188 |
INCOME TAXES (Additional Inform
INCOME TAXES (Additional Information) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
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 | $ (28,252,000) | $ (46,190,000) | $ (16,707,000) | ||||||||
State income tax expense, net of federal benefit | (4,952,000) | (8,289,000) | (2,480,000) | ||||||||
Research and development credit | (2,014,000) | (1,734,000) | (1,696,000) | ||||||||
Stock based compensation expense | 1,440,000 | (1,260,000) | 164,000 | ||||||||
Other | 1,437,000 | 1,652,000 | 581,000 | ||||||||
Lobbying expenses | 193,000 | 2,192,000 | 0 | ||||||||
Reduction in federal rate | 0 | 0 | 25,287,000 | ||||||||
Change in valuation allowance | 32,333,000 | 51,245,000 | 59,039,000 | ||||||||
Total provision (benefit) for income taxes | $ (94,000) | $ 23,000 | $ (622,000) | $ 878,000 | $ (1,939,000) | $ (141,000) | $ (27,000) | $ (277,000) | 185,000 | (2,384,000) | 64,188,000 |
Deferred tax assets: | |||||||||||
Net operating loss carryforwards | 104,153,000 | 79,820,000 | 104,153,000 | 79,820,000 | |||||||
Research and development tax credits | 17,922,000 | 15,382,000 | 17,922,000 | 15,382,000 | |||||||
Accrued expenses | 9,893,000 | 7,898,000 | 9,893,000 | 7,898,000 | |||||||
Basis difference in equity securities | 7,075,000 | 4,857,000 | 7,075,000 | 4,857,000 | |||||||
Operating lease liabilities | 6,970,000 | 0 | 6,970,000 | 0 | |||||||
Intangible assets | 4,130,000 | 2,234,000 | 4,130,000 | 2,234,000 | |||||||
Reserves and other | 4,018,000 | 5,345,000 | 4,018,000 | 5,345,000 | |||||||
Interest expense carryforward | 677,000 | 0 | 677,000 | 0 | |||||||
Fixed assets | 608,000 | 259,000 | 608,000 | 259,000 | |||||||
Other tax credits and carryforwards | 300,000 | 206,000 | 300,000 | 206,000 | |||||||
Gross deferred tax assets | 155,746,000 | 116,001,000 | 155,746,000 | 116,001,000 | |||||||
Valuation allowance | (146,856,000) | (114,523,000) | (146,856,000) | (114,523,000) | |||||||
Total deferred tax assets | 8,890,000 | 1,478,000 | 8,890,000 | 1,478,000 | |||||||
Deferred tax liabilities: | |||||||||||
Operating lease right-of-use assets | 6,263,000 | 0 | 6,263,000 | 0 | |||||||
Marketable securities | (1,068,000) | 0 | (1,068,000) | 0 | |||||||
Prepaid expenses | (810,000) | (880,000) | (810,000) | (880,000) | |||||||
Goodwill | (677,000) | (489,000) | (677,000) | (489,000) | |||||||
Total deferred tax liabilities | (8,818,000) | (1,369,000) | (8,818,000) | (1,369,000) | |||||||
Total deferred tax assets, net | 72,000 | 109,000 | 72,000 | 109,000 | |||||||
Unrecognized tax benefits that would impact effective tax rate | 9,100,000 | 8,000,000 | 9,100,000 | 8,000,000 | $ 7,000,000 | ||||||
Interest and penalties accrued on tax contingencies | 567,000 | $ 499,000 | 567,000 | $ 499,000 | |||||||
Indefinitely reinvested foreign earnings | 2,500,000 | 2,500,000 | |||||||||
Federal | |||||||||||
Deferred tax liabilities: | |||||||||||
Net operating loss carryforwards | 261,500,000 | 261,500,000 | |||||||||
Federal | Tax Year 2020 [Member] [Domain] | |||||||||||
Deferred tax liabilities: | |||||||||||
Net operating loss carryforwards | 2,400,000 | 2,400,000 | |||||||||
Federal | Tax Year 2026-2037 [Domain] | |||||||||||
Deferred tax liabilities: | |||||||||||
Net operating loss carryforwards | 149,900,000 | 149,900,000 | |||||||||
Foreign Tax Authority [Domain] | Tax Year 2023 - 2024 [Member] [Domain] | |||||||||||
Deferred tax liabilities: | |||||||||||
Net operating loss carryforwards | 1,200,000 | 1,200,000 | |||||||||
Internal Revenue Service (IRS) | |||||||||||
Deferred tax assets: | |||||||||||
Research and development tax credits | 19,200,000 | 19,200,000 | |||||||||
State and local jurisdictions | |||||||||||
Deferred tax assets: | |||||||||||
Research and development tax credits | 7,900,000 | 7,900,000 | |||||||||
Deferred tax liabilities: | |||||||||||
Net operating loss carryforwards | 119,700,000 | 119,700,000 | |||||||||
State and local jurisdictions | Tax Year 2020 - 2037 [Member] | |||||||||||
Deferred tax liabilities: | |||||||||||
Net operating loss carryforwards | 86,000,000 | 86,000,000 | |||||||||
State and local jurisdictions | Tax Year 2022 [Domain] | |||||||||||
Deferred tax liabilities: | |||||||||||
Net operating loss carryforwards | 16,200,000 | 16,200,000 | |||||||||
State and local jurisdictions | Tax Year 2023 - 2039 [Member] [Domain] | |||||||||||
Deferred tax liabilities: | |||||||||||
Net operating loss carryforwards | $ 145,800,000 | $ 145,800,000 |
INCOME TAXES (Reconciliation of
INCOME TAXES (Reconciliation of Tax Contingencies) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of beginning and ending tax contingencies, excluding interest and penalties | |||
Beginning balance | $ 7,974 | $ 6,964 | $ 7,333 |
Additions for tax positions related to the current year | 1,064 | 1,013 | 881 |
Additions for tax positions taken in prior years | 20 | 332 | 230 |
Reduction for tax positions settled by utilizing tax attributes | 0 | (335) | (1,480) |
Ending balance | $ 9,058 | $ 7,974 | $ 6,964 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | Sep. 21, 2018 | Jun. 28, 2018 | Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Nov. 06, 2017 |
Related Party Transaction | |||||||
Long-term debt, net | $ 0 | $ 3,069,000 | |||||
Payments to acquire productive assets | $ 21,774,000 | $ 28,680,000 | $ 23,586,000 | ||||
Medici Land Governance | |||||||
Related Party Transaction | |||||||
Equity method investment, shares acquired (in shares) | 510,000 | ||||||
Proceeds from Noncontrolling Interests | $ 6,700,000 | ||||||
Patrick Byrne | |||||||
Related Party Transaction | |||||||
Equity method investment, shares acquired (in shares) | 390,000 | ||||||
Chainstone Labs | Medici Ventures [Member] | |||||||
Related Party Transaction | |||||||
Common stock issued for asset purchase | $ 3,600,000 | ||||||
Sale of Stock, Percentage of Ownership before Transaction | 29.00% | ||||||
SiteHelix [Member] | |||||||
Related Party Transaction | |||||||
Payments to acquire productive assets | $ 500,000 | ||||||
Business Combination, Consideration Transferred | $ 3,400,000 | ||||||
O.com Land | PCL Term Loan | Notes Payable, Other Payables | |||||||
Related Party Transaction | |||||||
Long-term debt, net | $ 40,000,000 | ||||||
O.com Land | PCL Term Loan | Long-term Debt | |||||||
Related Party Transaction | |||||||
Interest rate | 8.00% | ||||||
Balance at end of year | |||||||
Related Party Transaction | |||||||
Common stock issued for asset purchase | 0 | 147,000 | 0 | ||||
Balance at end of year | SiteHelix [Member] | |||||||
Related Party Transaction | |||||||
Common stock issued for asset purchase | 100,000 | ||||||
Common stock issued for asset purchase | $ 2,900,000 | ||||||
Medici Ventures [Member] | Medici Land Governance | |||||||
Related Party Transaction | |||||||
Sale of Stock, Percentage of Ownership after Transaction | 57.00% | ||||||
SiteHelix [Member] | Saum Noursalehi [Member] | |||||||
Related Party Transaction | |||||||
Ownership percentage | 62.00% | ||||||
Patrick Byrne | Medici Land Governance | |||||||
Related Party Transaction | |||||||
Sale of Stock, Percentage of Ownership after Transaction | 43.00% | ||||||
Medici Ventures Board Member [Member] | Chainstone Labs | Medici Ventures [Member] | |||||||
Related Party Transaction | |||||||
Sale of Stock, Percentage of Ownership after Transaction | 71.00% |
BROKER DEALERS (Details)
BROKER DEALERS (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($)subsidiary | Dec. 31, 2018USD ($) | |
Related Party Transaction | ||
Number of broker-dealer subsidiary (in subsidiary) | subsidiary | 2 | |
SpeedRoute | ||
Related Party Transaction | ||
Actual net capital | $ 850,024 | $ 1,251,579 |
Amount in excess of required net capital | 705,031 | 1,152,854 |
Minimum required net capital | $ 144,993 | $ 98,725 |
Net capital ratio (as a percent) | 2.56 | 1.2 |
tZERO ATS, LLC [Member] | ||
Related Party Transaction | ||
Actual net capital | $ 109,515 | $ 13,958 |
Amount in excess of required net capital | 104,515 | 8,958 |
Minimum required net capital | $ 5,000 | $ 5,000 |
Net capital ratio (as a percent) | 0.27 | 2 |
BUSINESS SEGMENTS (Details)
BUSINESS SEGMENTS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment reporting information | |||||||||||
Total net revenue | $ 370,881,000 | $ 347,099,000 | $ 373,709,000 | $ 367,729,000 | $ 452,548,000 | $ 440,580,000 | $ 483,133,000 | $ 445,331,000 | $ 1,459,418,000 | $ 1,821,592,000 | $ 1,744,756,000 |
Total cost of goods sold | 294,359,000 | 277,551,000 | 299,810,000 | 294,605,000 | 370,968,000 | 353,864,000 | 391,390,000 | 351,462,000 | 1,166,325,000 | 1,467,684,000 | 1,404,205,000 |
Gross profit | 76,522,000 | 69,548,000 | 73,899,000 | 73,124,000 | 81,580,000 | 86,716,000 | 91,743,000 | 93,869,000 | 293,093,000 | 353,908,000 | 340,551,000 |
Operating expenses | 108,085,000 | 99,678,000 | 99,677,000 | 109,142,000 | 130,024,000 | 134,548,000 | 158,279,000 | 148,263,000 | 416,582,000 | 571,114,000 | 387,185,000 |
Interest and other income (expense), net | (11,046,000) | (2,748,000) | (1,100,000) | ||||||||
Pre-tax loss | (29,754,000) | (34,519,000) | (28,248,000) | (42,014,000) | (49,880,000) | (49,398,000) | (65,943,000) | (54,733,000) | (134,535,000) | (219,954,000) | (47,734,000) |
Provision (benefit) for income taxes | (94,000) | 23,000 | (622,000) | 878,000 | (1,939,000) | (141,000) | (27,000) | (277,000) | 185,000 | (2,384,000) | 64,188,000 |
Consolidated net loss | (29,660,000) | (34,542,000) | (27,626,000) | (42,892,000) | (47,941,000) | (49,257,000) | (65,916,000) | (54,456,000) | (134,720,000) | (217,570,000) | (111,922,000) |
Retail | |||||||||||
Segment reporting information | |||||||||||
Total net revenue | 364,076,000 | 340,798,000 | 367,475,000 | 362,625,000 | 446,733,000 | 435,775,000 | 477,683,000 | 439,996,000 | 1,434,974,000 | 1,800,187,000 | 1,728,104,000 |
Total cost of goods sold | 288,856,000 | 272,545,000 | 294,984,000 | 290,640,000 | 366,712,000 | 350,651,000 | 387,252,000 | 347,580,000 | 1,147,025,000 | 1,452,195,000 | 1,392,558,000 |
Gross profit | 287,949,000 | 347,992,000 | 335,546,000 | ||||||||
Operating expenses | 332,372,000 | 506,113,000 | 365,648,000 | ||||||||
Interest and other income (expense), net | 559,000 | (476,000) | 4,680,000 | ||||||||
Pre-tax loss | (43,864,000) | (158,597,000) | (25,422,000) | ||||||||
tZero.com, Inc. [Member] | |||||||||||
Segment reporting information | |||||||||||
Total net revenue | 21,582,000 | 19,043,000 | 16,493,000 | ||||||||
Total cost of goods sold | 16,551,000 | 13,127,000 | 11,647,000 | ||||||||
Gross profit | 5,031,000 | 5,916,000 | 4,846,000 | ||||||||
Operating expenses | 54,911,000 | 47,006,000 | 17,101,000 | ||||||||
Interest and other income (expense), net | 2,442,000 | 233,000 | 0 | ||||||||
Pre-tax loss | (47,438,000) | (40,857,000) | (12,255,000) | ||||||||
Medici Ventures [Member] | |||||||||||
Segment reporting information | |||||||||||
Total net revenue | 2,749,000 | 2,362,000 | 159,000 | ||||||||
Total cost of goods sold | 2,749,000 | 2,362,000 | 0 | ||||||||
Gross profit | 0 | 0 | 159,000 | ||||||||
Operating expenses | 14,778,000 | 8,316,000 | 4,436,000 | ||||||||
Interest and other income (expense), net | (14,039,000) | (2,498,000) | (5,780,000) | ||||||||
Pre-tax loss | (28,817,000) | (10,814,000) | (10,057,000) | ||||||||
Other | |||||||||||
Segment reporting information | |||||||||||
Total net revenue | 6,805,000 | 6,301,000 | 6,234,000 | 5,104,000 | 5,815,000 | 4,805,000 | 5,450,000 | 5,335,000 | 113,000 | 0 | 0 |
Total cost of goods sold | $ 5,503,000 | $ 5,006,000 | $ 4,826,000 | $ 3,965,000 | $ 4,256,000 | $ 3,213,000 | $ 4,138,000 | $ 3,882,000 | 0 | 0 | 0 |
Gross profit | 113,000 | 0 | 0 | ||||||||
Operating expenses | 14,521,000 | 9,679,000 | 0 | ||||||||
Interest and other income (expense), net | (8,000) | (7,000) | 0 | ||||||||
Pre-tax loss | (14,416,000) | (9,686,000) | 0 | ||||||||
Inter-segment | |||||||||||
Segment reporting information | |||||||||||
Total net revenue | 0 | 0 | |||||||||
Unallocated Corporate, Other [Member] | |||||||||||
Segment reporting information | |||||||||||
Operating Expenses, Support Costs | 6,000,000 | ||||||||||
Corporate, Non-Segment [Member] | Retail | |||||||||||
Segment reporting information | |||||||||||
Operating Expenses, Support Costs | 42,000,000 | ||||||||||
Corporate, Non-Segment [Member] | tZero.com, Inc. [Member] | |||||||||||
Segment reporting information | |||||||||||
Operating Expenses, Support Costs | 6,000,000 | ||||||||||
Corporate, Non-Segment [Member] | MVI [Member] | |||||||||||
Segment reporting information | |||||||||||
Operating Expenses, Support Costs | 4,200,000 | ||||||||||
Corporate, Non-Segment [Member] | Other | |||||||||||
Segment reporting information | |||||||||||
Operating Expenses, Support Costs | 7,800,000 | ||||||||||
Inter-segment | |||||||||||
Segment reporting information | |||||||||||
Interest and other income (expense), net | $ 2,700,000 | $ 3,500,000 | $ 2,000,000 |
SUBSEQUENT EVENTS Medici Land G
SUBSEQUENT EVENTS Medici Land Governance (Details) - USD ($) $ in Thousands | Feb. 21, 2020 | Sep. 21, 2018 | Mar. 06, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsequent Event [Line Items] | |||||
Long-term debt, net | $ 0 | $ 3,069 | |||
Medici Land Governance [Member] | Medici Ventures [Member] | |||||
Subsequent Event [Line Items] | |||||
Sale of Stock, Percentage of Ownership after Transaction | 57.00% | ||||
Medici Land Governance [Member] | Medici Ventures [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Sale of Stock, Percentage of Ownership before Transaction | 57.00% | ||||
Sale of Stock, Percentage of Ownership after Transaction | 35.00% | ||||
Senior Notes [Member] | Loan Core Capital Funding Corporation [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Long-term debt, net | $ 34,500 | ||||
Long-term Debt, Term | 10 years | ||||
Subordinated Debt [Member] | Loan Core Capital Funding Corporation [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Long-term debt, net | $ 13,000 | ||||
Long-term Debt, Term | 46 months | ||||
Long-term Debt | Loan Core Capital Funding Corporation [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 4.45% |
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, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue, net | |||||||||||
Total net revenue | $ 370,881 | $ 347,099 | $ 373,709 | $ 367,729 | $ 452,548 | $ 440,580 | $ 483,133 | $ 445,331 | $ 1,459,418 | $ 1,821,592 | $ 1,744,756 |
Cost of goods sold | |||||||||||
Total cost of goods sold | 294,359 | 277,551 | 299,810 | 294,605 | 370,968 | 353,864 | 391,390 | 351,462 | 1,166,325 | 1,467,684 | 1,404,205 |
Gross profit | 76,522 | 69,548 | 73,899 | 73,124 | 81,580 | 86,716 | 91,743 | 93,869 | 293,093 | 353,908 | 340,551 |
Operating expenses: | |||||||||||
Sales and marketing | 40,868 | 34,215 | 34,560 | 33,477 | 47,537 | 55,312 | 94,416 | 77,214 | 143,120 | 274,479 | 180,589 |
Technology | 33,970 | 32,782 | 33,153 | 35,433 | 34,557 | 33,880 | 32,423 | 31,294 | 135,338 | 132,154 | 115,878 |
General and administrative | 33,247 | 32,681 | 31,964 | 40,232 | 47,930 | 45,356 | 31,440 | 39,755 | 138,124 | 164,481 | 90,718 |
Total operating expenses | 108,085 | 99,678 | 99,677 | 109,142 | 130,024 | 134,548 | 158,279 | 148,263 | 416,582 | 571,114 | 387,185 |
Provision (benefit) for income taxes | (94) | 23 | (622) | 878 | (1,939) | (141) | (27) | (277) | 185 | (2,384) | 64,188 |
Consolidated net loss | (29,660) | (34,542) | (27,626) | (42,892) | (47,941) | (49,257) | (65,916) | (54,456) | (134,720) | (217,570) | (111,922) |
Less: Net loss attributable to noncontrolling interests | (2,682) | (3,604) | (2,945) | (3,648) | (5,614) | (1,334) | (1,005) | (3,547) | (12,879) | (11,500) | (2,044) |
Net loss attributable to stockholders of Overstock.com, Inc. | $ (26,978) | $ (30,938) | $ (24,681) | $ (39,244) | $ (42,327) | $ (47,923) | $ (64,911) | $ (50,909) | $ (121,841) | $ (206,070) | $ (109,878) |
Net loss per common share—basic: | |||||||||||
Net loss attributable to common shares—basic: | $ (0.73) | $ (0.89) | $ (0.69) | $ (1.18) | $ (1.39) | $ (1.55) | $ (2.20) | $ (1.74) | $ (3.46) | $ (6.83) | $ (4.28) |
Weighted average common shares outstanding—basic | 36,573 | 35,241 | 35,225 | 32,370 | 32,112 | 30,279 | 28,903 | 28,566 | 34,865 | 29,976 | 25,044 |
Net income per common share-diluted: | |||||||||||
Net loss attributable to common shares—diluted: | $ (0.73) | $ (0.89) | $ (0.69) | $ (1.18) | $ (1.39) | $ (1.55) | $ (2.20) | $ (1.74) | $ (3.46) | $ (6.83) | $ (4.28) |
Weighted average common shares outstanding—diluted | 36,573 | 35,241 | 35,225 | 32,370 | 32,112 | 30,279 | 28,903 | 28,566 | 34,865 | 29,976 | 25,044 |
Retail | |||||||||||
Revenue, net | |||||||||||
Total net revenue | $ 364,076 | $ 340,798 | $ 367,475 | $ 362,625 | $ 446,733 | $ 435,775 | $ 477,683 | $ 439,996 | $ 1,434,974 | $ 1,800,187 | $ 1,728,104 |
Cost of goods sold | |||||||||||
Total cost of goods sold | 288,856 | 272,545 | 294,984 | 290,640 | 366,712 | 350,651 | 387,252 | 347,580 | 1,147,025 | 1,452,195 | 1,392,558 |
Gross profit | 287,949 | 347,992 | 335,546 | ||||||||
Operating expenses: | |||||||||||
Total operating expenses | 332,372 | 506,113 | 365,648 | ||||||||
Other | |||||||||||
Revenue, net | |||||||||||
Total net revenue | 6,805 | 6,301 | 6,234 | 5,104 | 5,815 | 4,805 | 5,450 | 5,335 | 113 | 0 | 0 |
Cost of goods sold | |||||||||||
Total cost of goods sold | $ 5,503 | $ 5,006 | $ 4,826 | $ 3,965 | $ 4,256 | $ 3,213 | $ 4,138 | $ 3,882 | 0 | 0 | 0 |
Gross profit | 113 | 0 | 0 | ||||||||
Operating expenses: | |||||||||||
Total operating expenses | $ 14,521 | $ 9,679 | $ 0 |
Schedule II Valuation and Qua_2
Schedule II Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Deferred tax valuation allowance | |||
Valuation and Qualifying Accounts | |||
Balance at Beginning of Year | $ 114,523 | $ 63,278 | $ 4,239 |
Charged to Expense | 32,333 | 51,245 | 59,039 |
Deductions | 0 | 0 | 0 |
Balance at End of Year | 146,856 | 114,523 | 63,278 |
Allowance for sales returns | |||
Valuation and Qualifying Accounts | |||
Balance at Beginning of Year | 15,261 | 17,391 | 18,176 |
Charged to Expense | 117,040 | 174,864 | 169,398 |
Deductions | 121,194 | 176,994 | 170,183 |
Balance at End of Year | 11,107 | 15,261 | 17,391 |
Allowance for doubtful accounts | |||
Valuation and Qualifying Accounts | |||
Balance at Beginning of Year | 2,116 | 1,253 | 1,999 |
Charged to Expense | 659 | 883 | 309 |
Deductions | 301 | 20 | 1,055 |
Balance at End of Year | $ 2,474 | $ 2,116 | $ 1,253 |