Cover
Cover - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 18, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | OVERSTOCK.COM, INC. | ||
Entity Central Index Key | 0001130713 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 3,900,000 | ||
Entity Common Stock, Shares Outstanding | 43,119,353 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-49799 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 799 West Coliseum Way | ||
Entity Address, Postal Zip Code | 84047 | ||
Entity Address, State or Province | UT | ||
Entity Address, City or Town | Midvale, | ||
Entity Tax Identification Number | 87-0634302 | ||
City Area Code | 801 | ||
Local Phone Number | 947-3100 | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Trading Symbol | OSTK | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | true | ||
Documents Incorporated by Reference | Certain information required by Part III of Form 10-K is incorporated by reference to the Registrant's proxy statement for the 2022 Annual Stockholders Meeting, which will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates. |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | KPMG LLP |
Auditor Location | Salt Lake City, Utah |
Auditor Firm ID | 185 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 503,341 | $ 495,425 |
Restricted cash | 25 | 1,197 |
Accounts receivable, net of allowance for credit losses of $2,429 and $1,417 | 21,190 | 22,867 |
Inventories | 5,137 | 6,243 |
Prepaids and other current assets | 22,097 | 22,879 |
Current assets of discontinued operations | 0 | 34,129 |
Total current assets | 551,790 | 582,740 |
Property and equipment, net | 109,479 | 113,767 |
Deferred tax assets, net | 40,035 | 37 |
Goodwill | 6,160 | 6,160 |
Equity securities, including securities measured at fair value of $102,529 and $1,127 | 342,682 | 1,412 |
Operating lease right-of-use assets | 12,584 | 17,297 |
Other long-term assets, net | 3,236 | 2,646 |
Long-term assets of discontinued operations | 0 | 106,155 |
Total assets | 1,065,966 | 830,214 |
Current liabilities: | ||
Accounts payable | 102,293 | 109,759 |
Accrued liabilities | 101,902 | 123,646 |
Unearned revenue | 59,387 | 72,165 |
Operating lease liabilities, current | 5,402 | 5,152 |
Other current liabilities | 3,349 | 2,935 |
Current liabilities of discontinued operations | 0 | 13,924 |
Total current liabilities | 272,333 | 327,581 |
Long-term debt, net | 37,984 | 41,334 |
Operating lease liabilities, non-current | 7,960 | 13,206 |
Other long-term liabilities | 3,303 | 4,082 |
Long-term liabilities of discontinued operations | 0 | 7,685 |
Total liabilities | 321,580 | 393,888 |
Stockholders' equity: | ||
Common stock, $0.0001 par value, authorized shares - 100,000 | 4 | 4 |
Additional paid-in capital | 960,544 | 970,873 |
Accumulated deficit | (136,590) | (525,233) |
Accumulated other comprehensive loss | (537) | (553) |
Treasury stock at cost - 3,602 and 3,563 | (79,035) | (71,399) |
Equity attributable to stockholders of Overstock.com, Inc. | 744,386 | 373,692 |
Equity attributable to noncontrolling interests | 0 | 62,634 |
Total stockholders' equity | 744,386 | 436,326 |
Total liabilities and stockholders' equity | 1,065,966 | 830,214 |
Series A-1 | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, authorized shares - 5,000 | 0 | 0 |
Series B | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, authorized shares - 5,000 | $ 0 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable, Allowance for Credit Loss, Current | $ (2,429) | $ (1,417) |
Equity Securities, FV-NI | $ 102,529 | $ 1,127 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 46,625,000 | 46,331,000 |
Common stock, shares outstanding (in shares) | 43,023,000 | 42,768,000 |
Treasury stock (in shares) | 3,602,000 | 3,563,000 |
Series A-1 | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares issued (in shares) | 4,204,000 | 4,204,000 |
Preferred stock, shares outstanding (in shares) | 4,204,000 | 4,204,000 |
Series B | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | |
Preferred stock, shares issued (in shares) | 357,000 | 357,000 |
Preferred stock, shares outstanding (in shares) | 357,000 | 357,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue, net | |||||||||||
Net revenue | $ 612,659 | $ 689,390 | $ 794,536 | $ 659,861 | $ 669,666 | $ 717,695 | $ 766,956 | $ 339,598 | $ 2,756,446 | $ 2,493,915 | $ 1,434,974 |
Cost of Revenue [Abstract] | |||||||||||
Cost of goods sold | 473,815 | 532,682 | 619,710 | 506,337 | 519,141 | 548,982 | 589,044 | 265,392 | 2,132,544 | 1,922,559 | 1,147,025 |
Gross profit | 138,844 | 156,708 | 174,826 | 153,524 | 150,525 | 168,713 | 177,912 | 74,206 | 623,902 | 571,356 | 287,949 |
Operating expenses: | |||||||||||
Sales and marketing | 67,970 | 75,650 | 85,272 | 73,538 | 73,862 | 71,292 | 79,215 | 36,345 | 302,430 | 260,714 | 140,604 |
Technology | 30,917 | 31,178 | 30,383 | 30,523 | 29,970 | 29,934 | 29,063 | 27,281 | 123,001 | 116,248 | 113,023 |
General and administrative | 20,837 | 21,031 | 22,660 | 22,871 | 24,332 | 28,625 | 20,837 | 23,885 | 87,399 | 97,679 | 96,729 |
Total operating expenses | 119,724 | 127,859 | 138,315 | 126,932 | 128,164 | 129,851 | 129,115 | 87,511 | 512,830 | 474,641 | 350,356 |
Operating income (loss) | 19,120 | 28,849 | 36,511 | 26,592 | 22,361 | 38,862 | 48,797 | (13,305) | 111,072 | 96,715 | (62,407) |
Interest Income (Expense), Net | (132) | (139) | (130) | (155) | (199) | (264) | (364) | (11) | (556) | (838) | 1,201 |
Other income (expense), net | 12,507 | (79) | 298 | (226) | 595 | 59 | 246 | (287) | 12,500 | 613 | (642) |
Income (loss) before income taxes from continuing operations | 31,495 | 28,631 | 36,679 | 26,211 | 22,757 | 38,657 | 48,679 | (13,603) | 123,016 | 96,490 | (61,848) |
Provision (benefit) for income taxes | (1,447) | (1,795) | (45,726) | 193 | (393) | 753 | 840 | 163 | (48,775) | 1,363 | 1,060 |
Income (loss) from continuing operations | 32,942 | 30,426 | 82,405 | 26,018 | 23,150 | 37,904 | 47,839 | (13,766) | 171,791 | 95,127 | (62,908) |
Income (loss) from discontinued operations, net of income taxes | 0 | 0 | 227,372 | (10,126) | (13,021) | (16,678) | (13,458) | (5,799) | 217,246 | (48,956) | (71,812) |
Consolidated net income (loss) | 32,942 | 30,426 | 309,777 | 15,892 | 10,129 | 21,226 | 34,381 | (19,565) | 389,037 | 46,171 | (134,720) |
Less: Net loss attributable to noncontrolling interests from discontinued operations | 0 | 0 | (134) | (201) | (2,458) | (2,165) | (1,975) | (3,232) | (335) | (9,830) | (12,879) |
Net income (loss) attributable to stockholders of Overstock.com, Inc. | $ 32,942 | $ 30,426 | $ 309,911 | $ 16,093 | $ 12,587 | $ 23,391 | $ 36,356 | $ (16,333) | $ 389,372 | $ 56,001 | $ (121,841) |
Net income (loss) attributable to common shares—basic, continuing operations | $ 0.69 | $ 0.64 | $ 1.73 | $ 0.57 | $ 0.48 | $ 0.81 | $ 1.12 | $ (0.34) | $ 3.60 | $ 2.13 | $ (1.81) |
Net income (loss) attributable to common shares—basic, discontinued operations | 0 | 0 | 4.78 | (0.23) | (0.22) | (0.31) | (0.27) | (0.06) | 4.58 | (0.88) | (1.65) |
Total | 0.69 | 0.64 | 6.51 | 0.34 | 0.26 | 0.50 | 0.85 | (0.40) | 8.18 | 1.25 | (3.46) |
Net income (loss) attributable to common shares—diluted, continuing operations | 0.68 | 0.63 | 1.72 | 0.56 | 0.48 | 0.81 | 1.11 | (0.34) | 3.57 | 2.12 | (1.81) |
Net income (loss) attributable to common shares—diluted, discontinued operations | 0 | 0 | 4.75 | (0.23) | (0.22) | (0.31) | (0.27) | (0.06) | 4.54 | (0.88) | (1.65) |
Total | $ 0.68 | $ 0.63 | $ 6.47 | $ 0.33 | $ 0.26 | $ 0.50 | $ 0.84 | $ (0.40) | $ 8.11 | $ 1.24 | $ (3.46) |
Weighted average shares of common stock outstanding: | |||||||||||
Basic | 43,016 | 43,014 | 43,009 | 42,885 | 42,765 | 41,595 | 40,329 | 40,158 | 42,981 | 41,217 | 34,865 |
Diluted | 43,370 | 43,324 | 43,314 | 43,320 | 43,326 | 42,202 | 40,590 | 40,158 | 43,332 | 41,607 | 34,865 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Consolidated net income (loss) | $ 389,037 | $ 46,171 | $ (134,720) |
Unrealized gain on cash flow hedges, net of tax of $0, $0 and $0 | 16 | 15 | 16 |
Other comprehensive income | 16 | 15 | 16 |
Comprehensive income (loss) | 389,053 | 46,186 | (134,704) |
Less: Net loss attributable to noncontrolling interests from discontinued operations | (335) | (9,830) | (12,879) |
Comprehensive income (loss) attributable to stockholders of Overstock.com, Inc. | $ 389,388 | $ 56,016 | $ (121,825) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Series A-1 | Series B | Balance at end of year | Treasury stock | Preferred stock | Preferred stockSeries A | Preferred stockSeries A-1 | Preferred stockSeries B | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Parent | Noncontrolling interest |
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Preferred stock, shares outstanding (in shares) | 127,000 | 0 | 355,000 | |||||||||||
Common Stock, Value, Outstanding | $ 3 | |||||||||||||
Beginning balance (in shares) at Dec. 31, 2018 | 35,346,000 | 3,200,000 | ||||||||||||
Beginning balance at Dec. 31, 2018 | $ (66,757) | $ 657,981 | $ (458,897) | $ (584) | $ 78,960 | |||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Common stock issued upon vesting of restricted stock | 270,000 | |||||||||||||
Common stock sold through offerings | 7,174,000 | |||||||||||||
Common stock repurchased | 47,000 | |||||||||||||
Tax withholding upon vesting of restricted stock | 79,000 | |||||||||||||
Stock Issued During Period, Shares, Treasury Stock Reissued | 0 | |||||||||||||
Partners' Capital Account, Exchange of Shares | 125,000 | |||||||||||||
Partners' Capital Account, Units, Converted | (2,000) | (125,000) | (2,000) | |||||||||||
Preferred Stock, Shares, Dividends Declared | 4,085,445 | 4,085,000 | ||||||||||||
Shares declared, not distributed | 0 | |||||||||||||
Unsolicited Tender Offer Costs | 0 | |||||||||||||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | 0 | 0 | ||||||||||||
Noncontrolling Interest, Decrease from Deconsolidation | 0 | |||||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 18,229 | |||||||||||||
Common stock sold through offerings, net | $ 82,954 | 85,801 | ||||||||||||
Other | 2,834 | 425 | (3,310) | |||||||||||
Net income (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 | ||||||||||||
Common stock repurchased | $ (643) | |||||||||||||
Tax withholding upon vesting of restricted stock | 1,407 | |||||||||||||
Paid in capital for noncontrolling interest | 0 | |||||||||||||
Stock Issued During Period, Value, Treasury Stock Reissued | $ 0 | |||||||||||||
Proceeds from Sale of Treasury Stock | 0 | |||||||||||||
Common stock sold through ATM offering | $ 1 | |||||||||||||
Fair value of noncontrolling interest at acquisition | 0 | |||||||||||||
Net loss attributable to noncontrolling interests | 12,879 | |||||||||||||
Ending balance (in shares) at Dec. 31, 2019 | 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 | ||||||||||||||
Preferred stock, shares outstanding (in shares) | 0 | 4,210,000 | 357,000 | |||||||||||
Preferred stock | $ 0 | |||||||||||||
Common Stock, Value, Outstanding | $ 4 | |||||||||||||
Common stock, shares outstanding (in shares) | 39,464,000 | |||||||||||||
Common stock issued upon vesting of restricted stock | 710,000 | |||||||||||||
Common stock sold through offerings | 2,831,000 | |||||||||||||
Common stock repurchased | 0 | |||||||||||||
Tax withholding upon vesting of restricted stock | 237,000 | |||||||||||||
Stock Issued During Period, Shares, Treasury Stock Reissued | 0 | |||||||||||||
Partners' Capital Account, Exchange of Shares | 0 | |||||||||||||
Partners' Capital Account, Units, Converted | 0 | 0 | 0 | |||||||||||
Preferred Stock, Shares, Dividends Declared | 0 | |||||||||||||
Shares declared, not distributed | (6,000) | |||||||||||||
Unsolicited Tender Offer Costs | 0 | |||||||||||||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | 0 | 0 | ||||||||||||
Noncontrolling Interest, Decrease from Deconsolidation | (1,837) | |||||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 12,930 | |||||||||||||
Common stock sold through offerings, net | $ 195,540 | 192,692 | ||||||||||||
Other | 406 | (113) | (464) | |||||||||||
Net income (loss) attributable to stockholders of Overstock.com, Inc. | 56,001 | 56,001 | ||||||||||||
Declaration and payment of preferred dividends | (731) | |||||||||||||
Net other comprehensive income | 15 | 15 | ||||||||||||
Common stock repurchased | $ 0 | |||||||||||||
Tax withholding upon vesting of restricted stock | 2,592 | |||||||||||||
Paid in capital for noncontrolling interest | 5,000 | |||||||||||||
Stock Issued During Period, Value, Treasury Stock Reissued | $ 0 | |||||||||||||
Proceeds from Sale of Treasury Stock | 0 | |||||||||||||
Common stock sold through ATM offering | $ 0 | |||||||||||||
Fair value of noncontrolling interest at acquisition | 3,320 | |||||||||||||
Net loss attributable to noncontrolling interests | 9,830 | |||||||||||||
Ending balance (in shares) at Dec. 31, 2020 | 46,331,000 | 3,563,000 | ||||||||||||
Ending balance at Dec. 31, 2020 | 436,326 | $ (71,399) | 970,873 | (525,233) | (553) | 373,692 | 62,634 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Preferred stock, shares outstanding (in shares) | 4,204,000 | 357,000 | 0 | 4,204,000 | 357,000 | |||||||||
Preferred stock | $ 0 | $ 0 | 0 | |||||||||||
Common Stock, Value, Outstanding | $ 4 | $ 4 | ||||||||||||
Common stock, shares outstanding (in shares) | 42,768,000 | |||||||||||||
Common stock issued upon vesting of restricted stock | 294,000 | |||||||||||||
Common stock sold through offerings | 0 | |||||||||||||
Common stock repurchased | 0 | |||||||||||||
Tax withholding upon vesting of restricted stock | 86,000 | |||||||||||||
Stock Issued During Period, Shares, Treasury Stock Reissued | (47,000) | |||||||||||||
Partners' Capital Account, Exchange of Shares | 0 | |||||||||||||
Partners' Capital Account, Units, Converted | 0 | 0 | 0 | |||||||||||
Preferred Stock, Shares, Dividends Declared | 0 | |||||||||||||
Shares declared, not distributed | 0 | |||||||||||||
Unsolicited Tender Offer Costs | (2,130) | |||||||||||||
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests | (22,625) | 22,625 | ||||||||||||
Noncontrolling Interest, Decrease from Deconsolidation | (84,924) | |||||||||||||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | 11,700 | |||||||||||||
Common stock sold through offerings, net | $ 0 | 0 | ||||||||||||
Other | 0 | 0 | 0 | |||||||||||
Net income (loss) attributable to stockholders of Overstock.com, Inc. | 389,372 | 389,372 | ||||||||||||
Declaration and payment of preferred dividends | (729) | |||||||||||||
Net other comprehensive income | 16 | 16 | ||||||||||||
Common stock repurchased | $ 0 | |||||||||||||
Tax withholding upon vesting of restricted stock | 8,279 | |||||||||||||
Paid in capital for noncontrolling interest | 0 | |||||||||||||
Stock Issued During Period, Value, Treasury Stock Reissued | $ 643 | |||||||||||||
Proceeds from Sale of Treasury Stock | 2,726 | |||||||||||||
Common stock sold through ATM offering | $ 0 | |||||||||||||
Fair value of noncontrolling interest at acquisition | 0 | |||||||||||||
Net loss attributable to noncontrolling interests | 335 | |||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 46,625,000 | 3,602,000 | ||||||||||||
Ending balance at Dec. 31, 2021 | 744,386 | $ (79,035) | $ 960,544 | $ (136,590) | $ (537) | $ 744,386 | $ 0 | |||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||
Preferred stock, shares outstanding (in shares) | 4,204,000 | 357,000 | 0 | 4,204,000 | 357,000 | |||||||||
Preferred stock | $ 0 | $ 0 | $ 0 | |||||||||||
Common Stock, Value, Outstanding | $ 4 | $ 4 | ||||||||||||
Common stock, shares outstanding (in shares) | 43,023,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Statement of Cash Flows [Abstract] | |||
Consolidated net income (loss) | $ 389,037 | $ 46,171 | $ (134,720) |
(Income) loss from discontinued operations, net of income taxes | (217,246) | 48,956 | 71,812 |
Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 18,564 | 21,776 | 25,515 |
Non-cash operating lease cost | 5,021 | 4,971 | 5,085 |
Stock-based compensation to employees and directors | 11,133 | 7,841 | 16,160 |
(Increase)/decrease in deferred income taxes, net | (53,829) | 35 | 972 |
Income from equity method securities | (12,585) | 0 | 0 |
Other non-cash adjustments | 1,537 | (542) | 78 |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | 1,677 | (6,715) | 16,786 |
Inventories | 1,106 | (403) | 8,268 |
Prepaids and other current assets | 2,958 | (5,358) | 5,601 |
Other long-term assets, net | (1,755) | (264) | (664) |
Accounts payable | (7,787) | 34,428 | (26,752) |
Accrued liabilities | (21,595) | 48,907 | (7,055) |
Unearned revenue | (12,778) | 31,049 | (9,337) |
Operating lease liabilities | (5,261) | (5,995) | (7,008) |
Other long-term liabilities | (150) | 1,769 | 416 |
Net cash provided by (used in) continuing operating activities | 98,047 | 226,626 | (34,843) |
Net cash used in discontinued operating activities | (17,128) | (30,152) | (46,769) |
Net cash provided by (used in) operating activities | 80,919 | 196,474 | (81,612) |
Cash flows from investing activities: | |||
Contributions for capital calls | (41,122) | 0 | 0 |
Expenditures for property and equipment | (13,617) | (14,874) | (12,835) |
Other investing activities, net | (1,694) | (397) | 34 |
Net cash used in continuing investing activities | (56,433) | (15,271) | (12,801) |
Net cash used in discontinued investing activities | (29,703) | (8,284) | (14,051) |
Net cash used in investing activities | (86,136) | (23,555) | (26,852) |
Cash flows from financing activities: | |||
Payments on long-term debt | (3,030) | (2,635) | (3,141) |
Proceeds from long-term debt | 0 | 47,500 | 0 |
Proceeds from sale of common stock, net of offering costs | 0 | 195,540 | 82,954 |
Payments of taxes withheld upon vesting of restricted stock | (8,279) | (2,592) | (1,407) |
Other financing activities, net | (1,374) | (6,449) | 2,927 |
Net cash provided by (used in) continuing financing activities | (12,683) | 231,364 | 81,333 |
Net cash provided by (used in) discontinued financing activities | 2,085 | 0 | (785) |
Net cash provided by (used in) financing activities | (10,598) | 231,364 | 80,548 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | (15,815) | 404,283 | (27,916) |
Cash, cash equivalents, and restricted cash, beginning of year, inclusive of cash balances of discontinued operations | 519,181 | 114,898 | 142,814 |
Cash, cash equivalents, and restricted cash, end of year, inclusive of cash balances of discontinued operations | 503,366 | 519,181 | 114,898 |
Less: Cash, cash equivalents, and restricted cash of discontinued operations | 0 | 22,559 | 16,948 |
Cash, cash equivalents, and restricted cash, end of year | $ 503,366 | $ 496,622 | $ 97,950 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION Business and organization As used herein, "Overstock," "Overstock.com," "the Company," "we," "our" and similar terms include Overstock.com, Inc. and our majority-owned subsidiaries, unless the context indicates otherwise. We were formed on May 5, 1997 as D2-Discounts Direct, a limited liability company ("LLC"). On December 30, 1998, we were reorganized as a C Corporation in the State of Utah and reincorporated in Delaware in May 2002. On October 25, 1999, we changed our name to Overstock.com, Inc. Through our online business, we offer a broad range of price-competitive products, including furniture, décor, area rugs, bedding and bath, home improvement, outdoor, and kitchen and dining items, among others. We sell our products and services through our Internet websites located at www.overstock.com, www.o.co, www.overstock.ca, and www.overstockgovernment.com (referred to collectively as the "Website") and through our mobile app. Although our four websites are located at different domain addresses with different interfaces, the technology, equipment, and processes supporting the Website and the process of order fulfillment described herein are the same for all four websites. Basis of presentation We have prepared the accompanying consolidated financial statements pursuant to generally accepted accounting principles in the United States ("GAAP"). Preparing financial statements requires us to make estimates and assumptions that affect the amounts that are reported in the consolidated financial statements and accompanying disclosures. Although these estimates are based on our best knowledge of current events and actions that we may undertake in the future, our actual results may be different from our estimates. The results of operations presented herein are not necessarily indicative of our results for any future period. On April 23, 2021, we entered into a Limited Partnership Agreement (the "Limited Partnership Agreement") with Pelion MV GP, L.L.C. ("Pelion"), in connection with the closing (the "Medici Closing") of the Transaction Agreement dated January 25, 2021 between the Company, Medici Ventures, Inc. ("Medici Ventures"), Pelion, and Pelion, Inc. (the "Transaction Agreement"). In connection with the execution of the Limited Partnership Agreement, Pelion acquired control over Medici Ventures and its blockchain assets. As a result of this transaction, we performed an assessment of control under the variable interest entity ("VIE") model and determined that effective as of the Medici Closing, we held a variable interest in both Medici Ventures and tZERO Group, Inc. ("tZERO") (collectively, the "Disposal Group"), both of which meet the definition of variable interest entities; however, we are not the primary beneficiary of either entity for purposes of consolidation. Accordingly, we deconsolidated the Disposal Group's consolidated net assets and noncontrolling interest from our consolidated financial statements and results beginning on April 23, 2021, the date that control ceased. The Disposal Group met the criteria to be reported as held for sale and discontinued operations as of March 31, 2021. As a result of closing the transaction during the second quarter of 2021, the Disposal Group's operating results for the periods prior to deconsolidation have been reflected in our consolidated statements of operations as discontinued operations for all periods presented. Additionally, the related assets and liabilities of the Disposal Group associated with the prior periods are classified as discontinued operations in our consolidated balance sheets. The majority of the Disposal Group was previously included in the Medici Ventures and tZERO reportable segments, and the remainder was included in Other. Effective as of the first quarter of fiscal year 2021, the Company has one reportable segment: Retail. See Note 22—Business Segments for additional segment information. Unless otherwise specified, disclosures in these consolidated financial statements reflect continuing operations only. Certain prior period data, primarily related to discontinued operations, have been reclassified in the consolidated financial statements and accompanying notes to conform to the current period presentation. See Note 4—Discontinued Operations for further information. |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. ACCOUNTING POLICIES AND SUPPLEMENTAL DISCLOSURES Principles of consolidation The accompanying consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany account balances and transactions have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with 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 and valuation of property and equipment, and internally-developed software, goodwill valuation, intangible asset valuation, equity securities valuation, income taxes, stock-based compensation, performance-based compensation, self-funded health insurance liabilities, and contingencies. Our estimates involving, among other items, forecasted revenues, sales volume, pricing, cost and availability of inventory, consumer demand and spending habits, the continued operations of our supply chain and logistics network, changes in interest rates, and the overall impact of social distancing on our workforce are even more difficult to estimate as a result of uncertainties associated with the scope and duration of the global novel coronavirus ("COVID-19") pandemic and various actions taken by governmental authorities, private business and other third parties in response to the pandemic, the ultimate geographic spread of the virus, the ongoing economic effect of the pandemic and the post-pandemic economic recovery. Although these estimates are based on our best knowledge of current events and actions that we may undertake in the future, the variability of these factors depends on a number of conditions, including uncertainty associated with the COVID-19 pandemic, how long these conditions will persist, ongoing developments related to the production, approval and distribution of vaccines, what additional measures may be introduced or reintroduced by governments or private parties or what effect any such additional measures may have on our business and thus our accounting estimates may change from period to period. To the extent there are differences between these estimates and actual results, our consolidated financial statements may be materially affected. Supplemental cash flow information The following table shows supplemental cash flow information (in thousands): Year Ended December 31, 2021 2020 2019 Supplemental disclosures of cash flow information: Cash paid during the period: Interest paid, net of amounts capitalized $ 1,775 $ 1,808 $ 264 Income taxes paid (refunded), net 2,262 1,452 (1,259) Non-cash investing and financing activities: Proceeds from sale of common stock included in accounts receivable — — 2,848 Recognition of right-of-use assets upon adoption of ASC 842 — — 29,965 See also Note 12—Leases for additional supplemental disclosures of cash flow information related to our leases. Cash equivalents We classify all highly liquid instruments, including instruments with an original maturity of three months or less at the time of purchase, as cash equivalents. Restricted cash We consider cash that is legally restricted and cash that is held as compensating balances for credit arrangements as restricted cash. Fair value of financial instruments We account for our assets and liabilities using a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. These two types of inputs have created the fair-value hierarchy below. This hierarchy requires us to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. • Level 1 —Quoted prices for identical instruments in active markets; • Level 2 —Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and • Level 3 —Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Our assets and liabilities that are adjusted to fair value on a recurring basis are cash equivalents, 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, net Accounts receivable consist primarily of 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. We maintain an allowance for expected credit losses based upon our business customers' financial condition and payment history, our historical collection experience, and any future expected economic conditions. Inventories Inventories include merchandise acquired for resale and processed returns which are accounted for using a standard costing system which approximates the first-in-first-out ("FIFO") method of accounting and are valued at the lower of cost and net realizable value. Inventory valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, liquidations, and expected recoverable values of each disposition category. Prepaids and other current assets Prepaids and other current assets represent expenses paid prior to receipt of the related goods or services, including advertising, license fees, maintenance, packaging, insurance, prepaid inventories, other miscellaneous costs, and cryptocurrency-denominated assets ("cryptocurrencies"). Property and equipment, net Property and equipment are recorded at cost and stated net of depreciation and amortization. Property and equipment are depreciated using the straight-line method over the estimated useful lives of the related assets or the term of the related finance lease, whichever is shorter, as follows: Life Building 40 Land improvements 20 Building machinery and equipment 15-20 Furniture and equipment 5-7 Computer hardware 3-4 Computer software, including internal-use software and website development 2-4 Leasehold improvements are amortized over the shorter of the term of the related leases or estimated useful lives. Included in property and equipment is the capitalized cost of internal-use software and website development, including software used to upgrade and enhance our Website and processes supporting our business. We capitalize costs incurred during the application development stage of internal-use software and amortize these costs over the estimated useful life. Costs incurred related to design or maintenance of internal-use software are expensed as incurred. Upon sale or retirement of assets, cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is reflected in our consolidated statements of operations. Initial valuation of retained noncontrolling interest in former subsidiaries We measured our retained noncontrolling interest in former subsidiaries at fair value at the date of deconsolidation. In the absence of quoted market prices (e.g., a privately held entity), the fair value was determined in good faith under our valuation policy and process using generally accepted valuation approaches. We utilized an independent third party valuation firm to assist us in determining the fair values of our retained noncontrolling interest in former subsidiaries using a combination of a market approach and income approach. The market approach relied upon a comparison with guideline public companies or guideline transactions and entails selecting relevant financial information of the subject company, and capitalizing those amounts using valuation multiples that are based on empirical market observations. The income approach relied upon an analysis of its projected economic earnings discounted to present value (discounted cash flows). The fair value determination of our retained noncontrolling interest required the use of significant unobservable inputs (Level 3 inputs) as shown in the table within Note 4—Discontinued Operations. Due to the inherent uncertainty of determining the fair value of Level 3 securities that do not have a readily available market value, the determination of fair value required significant judgment or estimation and changes in the estimates and assumptions used in the valuation models could materially affect the determination of fair value for these assets. See Note 4—Discontinued Operations for further information. Equity securities under ASC 321 At December 31, 2021, we held minority interests (less than 20%) in certain public entities, accounted for under ASC Topic 321, Investments—Equity Securities ("ASC 321"), which are included in Equity securities at fair value in our consolidated balance sheets. We measure our ASC 321 equity securities at fair value with changes in fair value recorded in Other income (expense), net in our consolidated statements of operations. Dividends received are reported in earnings if and when received. Equity securities accounted for under the equity method under ASC 323 At December 31, 2021, we held minority interests in privately held entities, Medici Ventures, L.P. and tZERO, accounted for under the equity method under ASC Topic 323, Investments—Equity Method and Joint Ventures ("ASC 323"), which are included in Equity securities in our consolidated balance sheets. We can exercise significant influence, but not control, over these entities through holding more than a 20% voting interest. Based on the nature of our ownership interests and the extent of our contributed capital, we held a variable interest in both Medici Ventures, L.P. and tZERO which meet the definition of variable interest entities; however, we are not the primary beneficiary of either entity for purposes of consolidation as we do not have the power (either explicit or implicit), through voting rights or otherwise, to direct the activities of Medici Ventures, L.P. or tZERO that most significantly impact their economic performance. Our investments in these variable interest entities totaled $342.5 million as of December 31, 2021, representing our maximum exposures to loss. We record our proportionate share of Medici Ventures, L.P.'s reported net income or loss, which reflects the fair value changes of the underlying investments of the entity and any other operating income or losses of the entity, in Other income (expense), net in our consolidated statements of operations with corresponding adjustments to the carrying value of the asset. There is no difference between the carrying amount of our investment in the entity and the amount of underlying equity we have in the entity's net assets. We have elected to apply the fair value option for valuing our direct minority interest in tZERO as we determined that accounting for our direct minority equity interest in tZERO under the fair value option would approximate the same valuation approach used by Medici Ventures, L.P. for valuing our indirect interest in tZERO and would be the most meaningful and transparent option for evaluating our continued exposure to the economics of tZERO. The methods and significant assumptions to estimate the fair value of tZERO include using guideline public companies for the market approach and discounted cash flow model for the income approach. Inputs for the market approach include assumptions made for the enterprise value to revenue multiple. Inputs for the income approach include assumptions made for discount rate, revenue growth rate, EBITDA margin, and discount period. If such events or circumstances have occurred that may indicate the fair value of the security is less than its carrying value, 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. Leases We determine if an arrangement is a lease at inception. We account for lease agreements as either operating or finance leases depending on certain defined criteria. Operating leases are recognized in Operating lease right-of-use ("ROU") assets, Operating lease liabilities, current, and Operating lease liabilities, non-current on our consolidated balance sheets. Finance leases are included in Other long-term assets, net, Other current liabilities, and Other long-term liabilities on our consolidated balance sheets. Lease assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. In certain of our lease agreements, we receive rent holidays and other incentives. We recognize lease costs on a straight-line basis over the lease term without regard to deferred payment terms, such as rent holidays, that defer the commencement date of required payments. Our lease terms may include options to extend or terminate the lease, and we adjust our measurement of the lease when it is reasonably certain that we will exercise that option. Lease payments used in measurement of the lease liability typically do not include executory costs, such as taxes, insurance, and maintenance, unless those costs can be reasonably estimated at lease commencement. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the life of the lease, without assuming renewal features, if any, are exercised. We do not separate lease and non-lease components for our leases. Treasury stock We account for treasury stock of our common shares under the cost method and include treasury stock as a component of stockholders' equity. Goodwill Goodwill represents the excess of the purchase price paid over the fair value of the net assets acquired in business combinations. Goodwill is not amortized but is tested for impairment at least annually or when we deem that a triggering event has occurred. When evaluating whether goodwill is impaired, we make a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment determines that it is more likely than not that its fair value is less than its carrying amount, we compare the fair value of the reporting unit to which the goodwill is assigned to its carrying amount. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to the excess of the carrying amount over the fair value of the reporting unit, not to exceed the carrying amount of the goodwill. There were no impairments to goodwill recorded during the years ended December 31, 2021, 2020 and 2019 and no other changes to the carrying amount of goodwill during the years ended December 31, 2021 and 2020. Our goodwill balance of $6.2 million as of December 31, 2021 and 2020 is net of accumulated impairment losses 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 . Impairment of long-lived assets We review property and equipment, right-of-use assets, and other long-lived assets, including intangible assets other than goodwill, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability is measured by a comparison of the assets' carrying amount to future undiscounted net cash flows the asset group is expected to generate. Cash flow forecasts are based on trends of historical performance and management's estimate of future performance, giving consideration to existing and anticipated competitive and economic conditions. If such asset group is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair values. There were no impairments to long-lived assets recorded during the years ended December 31, 2021, 2020 and 2019. 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 through our Website but may also derive revenue from sales of merchandise through other channels. Our revenue is derived primarily from merchandise sold at a point in time and shipped to customers. Merchandise sales are fulfilled with inventory sourced through our partners or from our owned inventory. The vast majority of our sales, however, are fulfilled from inventory sourced through our partners. Revenue is recognized when control of the product passes to the customer, typically at the date of delivery of the merchandise to the customer or the date a service is provided and is recognized in an amount that reflects the expected consideration to be received in exchange for such goods or services. As such, customer orders are recorded as unearned revenue prior to delivery of products or services ordered. As we ship high volumes of packages through multiple carriers, we use estimates to determine which shipments are delivered and, therefore, recognized as revenue at the end of the period. Our delivery date estimates are based on average shipping transit times, which are calculated using the following factors: (i) the type of shipping carrier (as carriers have different in-transit times); (ii) the fulfillment source (either our warehouses, those warehouses we control, or those of our partners); (iii) the delivery destination; and (iv) actual transit time experience, which shows that delivery date is typically one eight Generally, we require authorization from credit card or other payment vendors whose services we offer to our customers (such as PayPal, Apple Pay, Klarna), or verification of receipt of payment, before we ship products to consumers or business purchasers. We generally receive payments from our customers before our payments to our suppliers are due. We do not recognize assets associated with costs to obtain or fulfill a contract with a customer. Shipping and handling is considered a fulfillment activity, as it takes place prior to the customer obtaining control of the merchandise, and fees charged to customers are included in net revenue upon completion of our performance obligation. We present revenue net of sales taxes, discounts, and expected refunds. Our merchandise sales contracts include terms that could cause variability in the transaction price for items such as discounts, credits, or sales returns. Accordingly, the transaction price for product sales includes estimates of variable consideration to the extent it is probable that a significant reversal of revenue recognized will not occur. At the time of sale, we estimate a sales return liability for the variable consideration based on historical experience, which is recorded within Accrued liabilities in the consolidated balance sheet. We record an allowance for returns based on current period revenues and historical returns experience. We analyze actual historical returns, current economic trends and changes in order volume and acceptance of our products when evaluating the adequacy of the sales returns allowance in any accounting period. We evaluate the criteria outlined in ASC 606-10-55, Principal versus Agent Considerations , in determining whether it is appropriate to record the gross amount of merchandise sales and related costs or the net amount earned as commissions. When we are the principal in a transaction and control the specific good or service before it is transferred to the customer, revenue is recorded gross; otherwise, revenue is recorded on a net basis. Through contractual terms with our partners, we have the ability to control the promised goods or services and as a result record the majority of our revenue on a gross basis. Club O loyalty program We have a customer loyalty program called Club O for which we sell annual memberships. For Club O memberships, we record membership fees as unearned revenue and we recognize revenue ratably over the membership period. The Club O loyalty program allows members to earn Club O Reward dollars for qualifying purchases made on our Website. As such, the initial transaction price giving rise to the reward dollar is allocated to each separate performance obligation based upon its relative standalone selling price. In determining the stand-alone selling price, we incorporate assumptions about the redemption rates of loyalty points. We recognize revenue for Club O Reward dollars when customers redeem such rewards as part of a purchase on our Website. We record the standalone value of reward dollars earned in unearned revenue at the time the reward dollars are earned. Club O Reward dollars expire 90 days after the customer's Club O membership expires. We recognize estimated reward dollar breakage, to which we expect to be entitled, over the expected redemption period in proportion to actual redemptions by customers. Advertising Revenue Advertising revenues are derived primarily from sponsored links and display advertisements that are placed on our Website, distributed via email, or sent out as direct mailers. Advertising revenue is recognized in revenue when the advertising services are rendered. Advertising revenues were approximately 2% of total net revenues for all periods presented. Unearned Revenue When the timing of our provision of goods or services is different from the timing of the payments made by our customers, we recognize a contract liability (customer payment precedes performance). Customer orders are recorded as unearned revenue when payment is received prior to delivery of products or services ordered. We record amounts received for Club O membership fees as unearned revenue and we recognize it ratably over the membership period. We record Club O Reward dollars earned from purchases as unearned revenue at the time they are earned based upon the relative standalone selling price of the Club O Reward dollar and we recognize it as revenue in proportion to the estimated pattern of rights exercised by the customer. If reward dollars are not redeemed, we recognize revenue upon expiration. In addition, we sell gift cards and record related unearned revenue at the time of the sale. We sell gift cards without expiration dates and we recognize revenue from a gift card upon redemption of the gift card. The unredeemed portion of our gift cards are recognized in revenue over the expected redemption period based upon the estimated pattern of rights exercised by the customer, if the gift cards are not subject to escheat laws. Sales returns allowance 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 Our cost of goods sold includes product costs, warehousing costs, outbound shipping costs, handling and fulfillment costs, customer service costs, and merchant fees, and is recorded in the same period in which related revenues have been recorded. Advertising expense We expense the costs of producing advertisements the first time the advertising takes place and expense the cost of communicating advertising in the period during which the advertising space or airtime is used. Internet advertising expenses are recognized as incurred based on the terms of the individual agreements, which are generally: 1) a commission for traffic driven to our Website that generates a sale or 2) a referral fee based on the number of clicks on keywords or links to our Website generated during a given period. Advertising expense is included in Sales and marketing expenses in our consolidated statements of operations. Prepaid advertising is included in Prepaids and other current assets in our consolidated balance sheets. Stock-based compensation We measure compensation expense for our outstanding unvested restricted stock awards at fair value on the date of grant and recognize compensation expense over the service period for awards at the greater of a straight-line basis or on an accelerated schedule when vesting of the share-based awards exceeds a straight-line basis. When an award is forfeited prior to the vesting date, we recognize an adjustment for the previously recognized expense in the period of the forfeiture. See Note 16—Stock-Based Awards. We use the Black-Scholes option pricing model to determine the fair value of our employee stock purchase plan shares. The determination of the fair value of stock-based payment awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables include our expected stock price volatility over the expected term of the awards, actual and projected employee stock option exercise behaviors, a risk-free interest rate and any expected dividends. Loss contingencies In the normal course of business, we are involved in legal proceedings and other potential loss contingencies. We accrue a liability for such matters when it is probable that a loss has been incurred and the amount, or range of amounts, can be reasonably estimated. When only a range of probable loss can be estimated, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. We expense legal fees as incurred (See Note 13—Commitments and Contingencies). Income taxes Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including projected future taxable income, scheduled reversals of our deferred tax liabilities, tax planning strategies, and results of recent operations. Our projections of future taxable income are subject to change due to economic, political, and other conditions, such as the COVID-19 pandemic, and judgment is required in determining our ability to use our deferred tax assets. We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated income statements. Accrued interest and penalties are included within the related tax liability line in our consolidated balance sheets. Net income (loss) per share Our 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 Prefer |
Fair Value Measures and Disclos
Fair Value Measures and Disclosures | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 3. FAIR VALUE MEASUREMENT The following tables summarize our assets and liabilities measured at fair value on a recurring basis using the following levels of inputs as of December 31, 2021 and 2020, as indicated (in thousands): Fair Value Measurements at December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Cash equivalents—Money market mutual funds $ — $ — $ — $ — Equity securities, at fair value 102,529 174 — 102,355 Trading securities held in a "rabbi trust" (1) 179 179 — — Total assets $ 102,708 $ 353 $ — $ 102,355 Liabilities: Deferred compensation accrual "rabbi trust" (2) $ 188 $ 188 $ — $ — Total liabilities $ 188 $ 188 $ — $ — Fair Value Measurements at December 31, 2020 Total Level 1 Level 2 Level 3 Assets: Cash equivalents—Money market mutual funds $ — $ — $ — $ — Equity securities, at fair value 1,127 1,127 — — Trading securities held in a "rabbi trust" (1) 139 139 — — Total assets $ 1,266 $ 1,266 $ — $ — Liabilities: Deferred compensation accrual "rabbi trust" (2) $ 148 $ 148 $ — $ — Total liabilities $ 148 $ 148 $ — $ — ___________________________________________ (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. The activity for our Level 3 investments for the year ended December 31, 2021 is as follows: Amount Level 3 investments at December 31, 2020 $ — Increase due to acquisition of Level 3 investments 99,723 Increase in fair value of Level 3 investments 2,632 Level 3 investments at December 31, 2021 $ 102,355 |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | 4. DISCONTINUED OPERATIONS On January 25, 2021, we entered into the Transaction Agreement with Medici Ventures, Pelion, and Pelion, Inc., pursuant to which the parties agreed, among other things, that: (i) Medici Ventures would convert to a Delaware limited partnership (the "Partnership"), (ii) pursuant to the terms and subject to the conditions of the Limited Partnership Agreement which was entered into on the date of the Medici Closing, Pelion would become the sole general partner of the Partnership, and we (along with any other stockholders of Medici Ventures at the time of the Medici Closing), would become the limited partners of the Partnership, (iii) prior to the Medici Closing, Overstock would convert the outstanding intercompany debt owed to us by Medici Ventures into shares of common stock in Medici Ventures; and (iv) prior to the Medici Closing, Overstock would convert the outstanding intercompany debt owed to us by tZERO into shares of common stock in tZERO, in each case, on the terms and subject to the conditions set forth in the Transaction Agreement and the relevant definitive agreements to be entered into in connection therewith. Pursuant to the terms of the Limited Partnership Agreement, we and any other partners subsequently admitted to the Partnership agreed to make a capital commitment of $45 million to the Partnership in proportion to our equity interest in the Partnership in order to fund the Partnership's capital needs. The term of the Partnership is eight years. The debt conversion outlined in (iii) and (iv) above was completed during the quarter ended March 31, 2021, following which Medici Ventures and Overstock held approximately 42% and 41%, respectively, of tZERO's common stock. The Transaction Agreement represents a strategic shift for Overstock and a substantive change in the purpose and design of Medici Ventures and its interplay with Overstock’s overall business objectives. The Board of Directors has determined that it is in the best interest of Overstock and its shareholders to have the Overstock management team focus on Overstock’s core e-commerce home furnishings business and strategies. Accordingly, after six years of committed effort to advance blockchain technology, Overstock has determined that the Medici Ventures businesses will be better served under the management of Pelion, a professional asset manager with technology expertise in early-stage companies. From and after the Medici Closing, Pelion has sole authority and responsibility regarding investing decisions, appointing board members of the portfolio companies, and exercising all shareholder rights for assets held by the Partnership, with the intent of generating capital appreciation for the held entities and investment income for the partners. On April 23, 2021, we entered into the Limited Partnership Agreement with Pelion, as part of the Medici Closing, pursuant to which Pelion became the sole general partner, holding a 1% equity interest in the Partnership, and Overstock became a limited partner, holding a 99% equity interest in the Partnership. The Partnership meets the definition of an investment company under ASC Subtopic 946 - Financial Services - Investment Companies . As a result of the Medici Closing, we performed an assessment of control under the VIE model and determined that upon the Medici Closing, we held a variable interest in both Medici Ventures and tZERO which meet the definition of variable interest entities; however, we are not the primary beneficiary of either entity for purposes of consolidation as we do not have the power (either explicit or implicit), through voting rights or otherwise, to direct the activities of the Partnership or tZERO that most significantly impact their economic performance. Pelion was not a related party at the time of the Medici Closing and apart from its capacity as the general partner of the Partnership, we have no other relationship with Pelion. We may not voluntarily withdraw from the Partnership without the consent of the general partner or upon certain limited events as outlined in the Limited Partnership Agreement. Any proceeds from the sales of assets by the Partnership will be allocated on an asset-by-asset basis to the partners of the Partnership in accordance with the Limited Partnership Agreement following such events. At the Medici Closing, our retained equity interest in the Partnership and our direct minority interest in tZERO had a fair value of $288.8 million, inclusive of $3.4 million of capital calls funded at the Medici Closing. The fair value of these equity securities at the Medici Closing was estimated by taking the mid-point from a valuation range using a weighting of multiple valuation techniques on the underlying components of the equity securities to calculate a fair value for the whole, including discounted cash flow models and market transactional data, both of which incorporate significant unobservable inputs (Level 3). Approximately $149.9 million of the total $288.8 million Level 3 equity securities have been valued using unadjusted inputs that have not been internally developed by management, including third-party transactions and quotations. The significant unobservable inputs used in the $288.8 million fair value measurement of these Level 3 equity securities at the Medici Closing are summarized as follows: Valuation technique Unobservable inputs Range (1) Weighted average (2) Market approach Enterprise value to revenue multiple 0.88x 0.88x Discounted cash flows - exit multiple Discount rate 9.0% - 35.0% 32.4% Enterprise value to revenue multiple 0.75x - 5.00x 4.40x Projected terminal year 2023 - 2027 2025 Annual revenue growth rate 1.3% - 124.0% 109.4% Annual EBITDA % of revenues 5.2% - 41.2% 36.3% Discounted cash flows - perpetual growth Discount rate 30.0% 30.0% Projected terminal year 2028 2028 Perpetual revenue growth rate 3.0% 3.0% Annual revenue growth rate 25.7% 25.7% Annual EBITDA % of revenues 14.9% 14.9% __________________________________________ (1) — The range for the Annual revenue growth rate and Annual EBITDA % of revenues are based on the weighted average metrics for the annual periods of the separate cash flow models for the respective component. (2) — Unobservable inputs were weighted by the relative fair value based on the fair value of the underlying components subjected to the identified valuation technique. For projected terminal year, the amount represents the median of the inputs and is not a weighted average. We recognized a $243.5 million gain upon deconsolidation of these entities which primarily relates to the remeasurement of our retained equity method interest in the Partnership and our direct minority interest in tZERO at fair value, which was included in our consolidated statements of operations as part of Income (loss) from discontinued operations, net of income taxes. We completed the entire funding of our $44.6 million capital commitment consistent with our proportional ownership interest, which was completed and funded in the second quarter of 2021. Our retained equity interest in these entities is classified as equity method securities as we can exercise significant influence, but not control, over these entities through holding more than a 20% interest in the entity. As of December 31, 2021, our 99% equity interest in the Partnership and the 40% direct minority interest in tZERO had a carrying value of $342.5 million which is included in Equity securities on our consolidated balance sheets, of which, $102.4 million is valued under the fair value option. Our direct equity interest in tZERO is valued using Level 3 inputs, which interest represents 99.7% of assets measured at fair value. This amount also constitutes our maximum exposure to loss as a result of our involvement in these entities as we have no additional financing obligations to these entities. During the period ended December 31, 2021 we recognized an increase in the valuation of our direct equity interest in tZERO of $2.6 million that was recorded in Other income (expense), net on our consolidated statements of operations. The operations of the Partnership subsequent to the Medici Closing include a net increase in partners' capital from operations of $10.1 million through the period ended December 31, 2021. We recognized $10.0 million of income from equity method securities due to our proportionate share of this increase associated with our equity interest in the Partnership through the period ended December 31, 2021, which was recorded in Other income (expense), net on our consolidated statements of operations. Results of discontinued operations through the Medici Closing were as follows (in thousands): Year ended December 31, 2021 2020 2019 Revenue, net $ 17,394 $ 55,868 $ 24,444 Cost of goods sold 13,716 47,691 19,300 Gross profit 3,678 8,177 5,144 Operating expenses Technology 7,133 20,750 22,315 Selling, general, and administrative 13,509 31,916 43,911 Total operating expenses 20,642 52,666 66,226 Operating loss from discontinued operations (16,964) (44,489) (61,082) Interest income, net 192 600 254 Other income (loss), net 4,081 (5,441) (11,859) Gain on deconsolidation 243,541 — — Income (loss) from discontinued operations before income taxes 230,850 (49,330) (72,687) Provision (benefit) for income taxes 13,604 (374) (875) Income (loss) from discontinued operations, net of income taxes $ 217,246 $ (48,956) $ (71,812) Less: Net loss attributable to noncontrolling interests from discontinued operations (335) (9,830) (12,879) Net income (loss) from discontinued operations attributable to stockholders of Overstock.com, Inc. $ 217,581 $ (39,126) $ (58,933) Assets and liabilities of discontinued operations were as follows (in thousands): December 31, December 31, Cash and cash equivalents $ — $ 21,075 Other current assets — 13,054 Total current assets of discontinued operations $ — $ 34,129 Property and equipment, net $ — $ 8,783 Intangible assets, net — 13,852 Goodwill — 28,790 Equity securities — 45,878 Operating lease right-of-use assets — 7,226 Other long-term assets, net — 1,626 Total long-term assets of discontinued operations $ — $ 106,155 Accounts payable and accrued liabilities $ — $ 11,939 Other current liabilities — 1,985 Total current liabilities of discontinued operations $ — $ 13,924 Operating lease liabilities, non-current — 7,099 Other long-term liabilities — 586 Total long-term liabilities of discontinued operations $ — $ 7,685 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | 5. ACCOUNTS RECEIVABLE, NET Accounts receivable, net consist of the following (in thousands): December 31, 2021 2020 Credit card receivables, trade $ 14,148 $ 16,376 Accounts receivable, trade 6,501 5,039 Other receivables 2,970 2,869 23,619 24,284 Less: allowance for credit losses (2,429) (1,417) Total accounts receivable, net $ 21,190 $ 22,867 |
PREPAIDS AND OTHER ASSETS
PREPAIDS AND OTHER ASSETS | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
PREPAIDS AND OTHER ASSETS | 6. PREPAIDS AND OTHER CURRENT ASSETS Prepaids and other current assets consist of the following (in thousands): December 31, 2021 2020 Prepaid maintenance $ 10,780 $ 9,111 Other current assets 5,071 6,280 Prepaid insurance 3,440 4,274 Prepaid other 2,317 2,814 Prepaid inventories 242 245 Prepaid advertising 247 155 Total prepaids and other current assets $ 22,097 $ 22,879 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | 7. PROPERTY AND EQUIPMENT, NET Property and equipment, net consist of the following (in thousands): December 31, 2021 2020 Computer hardware and software, including internal-use software and website development $ 225,256 $ 213,124 Building 69,293 69,245 Land 12,781 12,781 Furniture and equipment 12,067 12,165 Building machinery and equipment 9,809 9,793 Land improvements 7,025 7,010 Leasehold improvements 2,601 3,049 338,832 327,167 Less: accumulated depreciation (229,353) (213,400) Total property and equipment, net $ 109,479 $ 113,767 Capitalized costs associated with internal-use software and website development, both developed internally and acquired externally, and depreciation of costs for the same periods associated with internal-use software and website development consist of the following (in thousands): Year ended December 31, 2021 2020 2019 Capitalized internal-use software and website development $ 6,126 $ 10,246 $ 7,701 Depreciation of internal-use software and website development 7,237 10,262 11,683 Depreciation expense is classified within the corresponding operating expense categories in the consolidated statements of operations as follows (in thousands): Year ended December 31, 2021 2020 2019 Cost of goods sold $ 605 $ 680 $ 687 Technology 13,801 15,708 19,258 General and administrative 4,064 5,279 4,689 Total depreciation $ 18,470 $ 21,667 $ 24,634 During the years ended December 31, 2021 and 2020, we retired $1.6 million and $25.1 million, respectively, of fully depreciated property and equipment that were removed from service in 2021 and 2020. |
EQUITY SECURITIES
EQUITY SECURITIES | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
EQUITY SECURITIES | 8. EQUITY SECURITIES Our equity securities accounted for under the equity method under ASC 323 include equity securities in which we can exercise significant influence, but not control, over these entities through holding more than a 20% voting interest in the entity. The following table includes our equity securities accounted for under the equity method and related ownership interest as of December 31, 2021: Ownership Medici Ventures, L.P. 99% tZERO Group, Inc. 40% The carrying amount of our equity method securities was $342.5 million at December 31, 2021. The following table summarizes the net income recognized on equity method securities recorded in Other income (expense), net in our consolidated statements of operations for the year ended December 31, 2021 (in thousands): Year ended December 31, 2021 Net income recognized on our proportionate share of the net income of our equity method securities $ 9,953 Increase in fair value of equity method securities held under fair value option 2,632 Certain of our equity securities accounted for under ASC 321, which had a carrying value of $174,000 and $1.1 million at December 31, 2021 and 2020, respectively, are carried at fair value based on Level 1 inputs. See Note 2—Accounting Policies and Supplemental Disclosures, Fair value of financial instruments above. Regulation S-X Rule 4-08(g) For the period ended December 31, 2021, certain investments subject to Regulation S-X Rule 4-08(g) held by the Company in aggregate have met the significance criteria as defined under SEC guidance. As such, the Company is required to present summarized financial information for these significant investees that qualified as equity method securities during the respective periods presented as practicable (including the pre-deconsolidation results of operations for those investments that qualified prior to the Medici Closing) that were for the years ended December 31, 2021 and 2020 and such information is as follows (in thousands): December 31, Balance Sheet 2021 2020 Assets $ 319,121 $ 45,926 Liabilities (21,717) (24,891) Equity $ (297,404) $ (21,035) Year ended December 31, Results of Operations 2021 2020 Revenues $ 20,801 $ 4,788 Pre-tax loss (18,373) (36,553) Net loss (18,435) (36,625) For our investments in Medici Ventures, L.P. and tZERO there is no difference in the carrying amount of the assets and liabilities and our maximum exposure to loss. Regulation S-X Rule 3-09 For the period ended December 31, 2021, certain investments subject to Regulation S-X Rule 3-09 held by the Company have met the significance criteria as defined under SEC guidance. As such, the Company is required to present separate audited financial statement for these significant investees that qualified as equity method securities during the respective periods presented as practicable for the year ended December 31, 2021. As a result and in accordance with Rule 3-09 of Regulation S-X, separate audited financial statements of Medici Ventures, L.P. for the period ended September 30, 2021, their fiscal year-end, are being filed herewith as Exhibit 99.1. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | 9. ACCRUED LIABILITIES Accrued liabilities consist of the following (in thousands): December 31, 2021 2020 Accrued compensation and other related costs $ 21,910 $ 39,610 Accrued marketing expenses 15,317 20,687 Accounts payable accruals 25,571 13,830 Allowance for returns 13,923 19,190 Sales and other taxes payable 8,756 11,596 Accrued freight 10,982 9,309 Other accrued expenses 5,278 7,623 Accrued loss contingencies 165 1,801 Total accrued liabilities $ 101,902 $ 123,646 |
UNEARNED REVENUE
UNEARNED REVENUE | 12 Months Ended |
Dec. 31, 2021 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
UNEARNED REVENUE | 10. UNEARNED REVENUE Unearned revenue consists of the following (in thousands): December 31, 2021 2020 Unearned product revenue on undelivered product $ 20,689 $ 35,952 Club O membership fees and reward points 16,701 14,860 In store credits 11,777 9,207 Unearned product revenue on unshipped orders 9,107 10,489 Unredeemed gift cards 711 1,143 Other 402 514 Total unearned revenue $ 59,387 $ 72,165 18. REVENUE AND CONTRACT LIABILITY Unearned revenue The following table provides information about unearned revenue from contracts with customers, including significant changes in unearned revenue balances during the period (in thousands): Amount Unearned revenue at December 31, 2019 $ 41,116 Increase due to deferral of revenue at period end 66,070 Decrease due to beginning contract liabilities recognized as revenue (35,021) Unearned revenue at December 31, 2020 72,165 Increase due to deferral of revenue at period end 51,384 Decrease due to beginning contract liabilities recognized as revenue (64,162) Unearned revenue at December 31, 2021 $ 59,387 Our total unearned revenue related to outstanding Club O Reward dollars was $10.0 million and $8.6 million at December 31, 2021 and 2020, respectively. Breakage income related to Club O Reward dollars and gift cards are recognized as a component of Net revenue in our consolidated statements of operations. The timing of revenue recognition of these reward dollars is driven by actual customer activities, such as redemptions and expirations. Breakage included in revenue was $6.9 million, $5.4 million, and $4.2 million for the years ended December 31, 2021, 2020, and 2019, respectively. 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, 2018 $ 15,261 Additions to the allowance 117,039 Deductions from the allowance (121,194) Allowance for returns at December 31, 2019 11,106 Additions to the allowance 204,810 Deductions from the allowance (196,726) Allowance for returns at December 31, 2020 19,190 Additions to the allowance 237,622 Deductions from the allowance (242,889) Allowance for returns at December 31, 2021 $ 13,923 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt Disclosure | 11. BORROWINGS 2020 loan agreements In March 2020, we entered into two loan agreements. The loan agreements provide a $34.5 million Senior Note, carrying interest at an annual rate of 4.242%, and a $13.0 million Mezzanine Note, carrying interest at an annual rate of 5.002%. The loans carry a blended annual interest rate of 4.45%. The Senior Note is for a 10-year term (stated maturity date is March 6, 2030) and requires interest only payments, with the principal amount and any then unpaid interest due and payable at the end of the 10-year term. The Mezzanine Note has a stated 10-year term, though the agreement requires principal and interest payments monthly over approximately a 46-month payment period. Our debt issuance costs and debt discount are amortized using the straight-line basis which approximates the effective interest method. As of December 31, 2021, the total outstanding debt on these loans was $41.3 million, net of $502,000 in capitalized debt issuance costs, and the total amount of the current portion of these loans included in Other current liabilities on our consolidated balance sheets was $3.3 million. Further, the Company will serve as a guarantor under the Senior Note (the "Senior Note Guaranty") and the Mezzanine Note (the "Mezzanine Note Guaranty"). Both loans include certain financial and non-financial covenants and are secured by our corporate headquarters and the related land and rank senior to stockholders. Overstock has agreed under the Senior Note Guaranty to, among other things, maintain, until all of the obligations guaranteed by Overstock under the Senior Note Guaranty have been paid in full, (i) a net worth in excess of $30 million and minimum liquid assets of $3 million for so long as the Mezzanine Note is outstanding, and (ii) a net worth in excess of $15 million and minimum liquid assets of $1 million from and after the date the Mezzanine Note has been paid in full. Overstock has also agreed under the Mezzanine Note Guaranty to, among other things, maintain a net worth in excess of $30 million and minimum liquid assets of $3 million until all obligations guaranteed by Overstock under the Mezzanine Note Guaranty have been paid in full. We are in compliance with our debt covenants and continue to monitor the most recent developments regarding the COVID-19 pandemic and potential impact to our ongoing compliance with our debt covenants. Future principal payments on our total debt as of December 31, 2021, are as follows (in thousands): Payments due by period 2022 $ 3,447 2023 3,606 2024 282 2025 — 2026 — Thereafter 34,500 $ 41,835 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lessee, Operating Leases [Text Block] | 12. LEASES We have operating and finance leases for warehouses, office space, data centers, and certain equipment. Our leases have remaining lease terms of one year to six 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 components of lease expense were as follows (in thousands): Years ended December 31, 2021 2020 2019 Operating lease cost $ 6,583 $ 6,352 $ 7,766 Variable lease cost 1,702 1,536 1,892 The following tables provides a summary of other information related to leases (in thousands): Years ended December 31, 2021 2020 2019 Cash payments included in operating cash flows from lease arrangements $ 6,478 $ 7,224 $ 9,558 Right-of-use assets obtained in exchange for new operating lease liabilities 835 5,316 9,593 Derecognition of right-of-use assets due to reassessment of lease term 527 666 — The following table provides a summary of balance sheet information related to leases: December 31, 2021 2020 Weighted-average remaining lease term—operating leases 2.72 years 3.57 years Weighted-average discount rate—operating leases 7 % 7 % Maturity of lease liabilities under our non-cancellable operating leases as of December 31, 2021, are as follows (in thousands): Payments due by period 2022 $ 6,178 2023 4,805 2024 2,773 2025 665 2026 250 Thereafter 83 Total lease payments 14,754 Less interest 1,392 Present value of lease liabilities $ 13,362 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES Legal proceedings and contingencies From time to time, we are involved in litigation concerning consumer protection, employment, intellectual property, claims under the securities laws, and other commercial matters related to the conduct and operation of our business and the sale of products on our Website. In connection with such litigation, we have been in the past and we may be in the future subject to significant damages. In some instances, other parties may have contractual indemnification obligations to us. However, such contractual obligations may prove unenforceable or non-collectible, and if we cannot enforce or collect on indemnification obligations, we may bear the full responsibility for damages, fees, and costs resulting from such litigation. We may also be subject to penalties and equitable remedies that could force us to alter important business practices. Such litigation could be costly and time consuming and could divert or distract our management and key personnel from our business operations. Due to the uncertainty of litigation and depending on the amount and the timing, an unfavorable resolution of some or all of such matters could materially affect our business, results of operations, financial position, or cash flows. The nature of the loss contingencies relating to claims that have been asserted against us are described below. As previously disclosed, in February 2018, the Division of Enforcement of the SEC informed tZERO, and subsequently informed us, that it was conducting an investigation and requested that we and tZERO voluntarily provide certain information and documents related to tZERO and the tZERO security token offering (the "tZERO Request"). In December 2018, we received a follow-up request from the SEC relating to GSR Capital Ltd., a Cayman Islands exempted company (the "GSR Request"). In October 2019, we received a subpoena from the SEC requiring us to produce documents and other information related to the Series A-1 Preferred stock dividend we announced to stockholders in June 2019 (discussed below in Note 15—Stockholders' Equity) and requesting copies of 10b5-1 plans entered into by certain officers and directors. In December 2019, we received a subpoena from the SEC requesting documents related to the GSR transaction and the alternative trading system run by tZERO ATS, LLC (the "GSR and tZERO Subpoena"). Also in December 2019, we received a subpoena from the SEC requesting our insider trading policies as well as certain employment and consulting agreements. We also received requests from the SEC for our communications with our former Chief Executive Officer and Director, Patrick Byrne, and the matters referenced in the December 2019 subpoenas. In May 2020, we received a subpoena from the SEC requesting additional data related to the tZERO ATS (the "tZERO ATS Subpoena"). In January 2021, we received a subpoena from the SEC requesting information regarding our Retail guidance in 2019 and certain communications with current and former executives, board members, and investors. tZERO ATS, LLC, a wholly owned subsidiary of tZERO, reached an agreement to settle the matters covered by the tZERO Request, the GSR Request, the GSR and tZERO Subpoena, and the tZERO ATS Subpoena. The agreement required tZERO ATS, LLC, to cease and desist from committing or causing any violation of and any future violations of Rules 301(b)(2) and (5) of Regulation ATS, which generally relate to notice and fair access, agreed to be censured, and pay a $800,000 civil penalty. The settlement did not allege that we, tZERO, tZERO ATS, LLC, or any of our current or former executives or directors engaged in intentional fraud or misconduct, nor did tZERO ATS admit or deny any facts alleged in the order. We continue to cooperate with the SEC in the remaining matters. On September 27, 2019, a purported securities class action lawsuit was filed against us and our former Chief Executive Officer and former Chief Financial Officer in the United States District Court of Utah, alleging violations under Section 10(b), Rule 10b-5, Section 20(a), and Section 20A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On October 8, 2019, October 17, 2019, October 31, 2019, and November 20, 2019, four similar lawsuits were filed in the same court also naming us and the above referenced former executives as defendants, bringing similar claims under the Exchange Act, and seeking similar relief. These cases were consolidated into a single lawsuit in December 2019. The Court appointed The Mangrove Partners Master Fund Ltd. as lead plaintiff in January 2020. In March 2020, an amended consolidated complaint was filed against us, our President, our former Chief Executive Officer, and our former Chief Financial Officer. We filed a motion to dismiss and, on September 28, 2020, the court granted our motion and entered judgment in our favor. The plaintiffs filed a motion to amend their complaint on October 23, 2020 and filed a notice of appeal on October 26, 2020. The United States District Court of Utah granted the plaintiffs' motion to amend their complaint on January 6, 2021 and the Tenth Circuit Court dismissed the plaintiffs' appeal on January 8, 2021. The plaintiffs filed their amended complaint on January 11, 2021. We filed a motion to dismiss plaintiffs' amended complaint, and, on September 20, 2021, the court granted our motion and entered judgment in our favor. On October 18, 2021, the plaintiffs filed a Notice of Appeal, appealing the ruling of the district court to the United States Court of Appeals for the Tenth Circuit. The plaintiffs filed their opening brief in the Tenth Circuit on January 26, 2022. No estimates of the possible losses or range of losses can be made at this time. We intend to continue to vigorously defend this consolidated action. On November 22, 2019, a shareholder derivative suit was filed against us and certain past and present directors and officers of ours in the United States District Court for the District of Delaware, with allegations that include: (i) breach of fiduciary duties, (ii) unjust enrichment, (iii) insider selling and misappropriation of the Company's information, and (iv) contribution under Sections 10(b) and 21D of the Exchange Act. On December 17, 2019, a similar lawsuit was filed in the same court, naming the same defendants, bringing similar claims, and seeking similar relief. These cases were consolidated into a single lawsuit in January 2020. In March 2020, the court entered a stay on litigation, pending the outcome of the securities class action motion to dismiss. The case remains stayed pending the outcome of the plaintiffs' appeal to the Tenth Circuit in the securities class action. No estimates of the possible losses or range of losses can be made at this time. We intend to vigorously defend these actions. On April 23, 2020, a putative class action lawsuit was filed against us in the Circuit Court of the County of St. Louis, State of Missouri, alleging that we over-collected taxes on products sold into the state of Missouri. We removed the case to United States District Court, Eastern District of Missouri on May 22, 2020, and on February 9, 2021, the case against us was dismissed. On March 1, 2021, a putative class action lawsuit was filed against us in the Circuit Court of the County of St. Louis, State of Missouri, alleging similar allegations to the April 23, 2020 putative class action lawsuit that was dismissed, that we over-collected taxes on products sold into the state of Missouri. We filed a motion to compel arbitration, which was denied on October 13, 2021. We filed a motion to dismiss on October 22, 2021, which has not yet been decided. No estimates of the possible losses or range of losses can be made at this time. We intend to vigorously defend this action. We establish liabilities when a particular contingency is probable and estimable. At December 31, 2021 and 2020, we have accrued $165,000 and $1.8 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, 2021 | |
INDEMNIFICATIONS AND GUARANTEES | |
INDEMNIFICATIONS AND GUARANTEES | 14. INDEMNIFICATIONS AND GUARANTEES During our normal course of business, we have made certain indemnities, commitments, and guarantees under which we may be required to make payments in relation to certain transactions. These indemnities include, but are not limited to, indemnities we entered into in favor of Loan Core Capital Funding Corporation LLC under our building loan agreements, various lessors in connection with facility leases for certain claims arising from such facility or lease, the environmental indemnity we entered into in favor of the lenders under our prior loan agreements, customary indemnification arrangements in underwriting agreements and similar agreements, and indemnities to our directors and officers to the maximum extent permitted under the laws of the State of Delaware. The duration of these indemnities, commitments, and guarantees varies, and in certain cases, is indefinite. In addition, the majority of these indemnities, commitments, and guarantees do not provide for any limitation of the maximum potential future payments we could be obligated to make. As such, we are unable to estimate with any reasonableness our potential exposure under these items. We have not recorded any liability for these indemnities, commitments, and guarantees in the accompanying consolidated balance sheets. We do, however, accrue for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is both probable and reasonably estimable. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 15. 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 May 19, 2020, we completed the distribution of our previously announced digital dividend (the "Dividend") payable in shares of our Series A-1 Preferred stock. The Dividend was paid out at a ratio of 1:10, so that one share of Series A-1 Preferred stock was issued for every ten shares of OSTK common stock, for every ten shares of Series A-1 Preferred stock, and for every ten shares of Series B Preferred stock held by all holders of such shares as of April 27, 2020, the record date for the Dividend. We recognized 4,085,445 shares of Series A-1 Preferred stock declared but not yet distributed as of December 31, 2019. On May 19, 2020, 4,079,030 shares of Series A-1 Preferred stock were distributed based on the shares outstanding and holders at the record date. 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 2019, 2020, and 2021. 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 Exchange Act. JonesTrading Sales Agreement We entered into an Amended and Restated Capital on Demand TM Sales Agreement (the "Sales Agreement") dated June 26, 2020 with JonesTrading Institutional Services LLC ("JonesTrading") and D.A. Davidson & Co. ("D.A. Davidson"), under which we may conduct "at the market" public offerings of our common stock. Under the Sales Agreement, JonesTrading and D.A. Davidson, acting as our agents, may offer our common stock in the market on a daily basis or otherwise as we request from time to time. We have no obligation to sell additional shares under the Sales Agreement, but we may do so from time to time. For the year ended December 31, 2021, we did not sell any shares of our common stock pursuant to the Sales Agreement. For the year ended December 31, 2020, we received $2.8 million of proceeds that was included in Accounts receivable, net on our consolidated balance sheet at December 31, 2019 for the sale of an aggregate 415,904 shares of our common stock under the prior iteration of the agreement that were executed in late December 2019. For the year ended December 31, 2019, we sold 7,590,498 shares of our common stock pursuant to the sales agreement and received $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. As of December 31, 2021, we had $150.0 million available under our "at the market" sales program. Common Stock Offering We completed a public offering of our common stock on August 14, 2020 and issued 2,415,000 shares of our common stock pursuant to an underwriting agreement, dated August 11, 2020, for proceeds totaling $192.7 million, net of $11.4 million in offering costs. |
STOCK-BASED AWARDS
STOCK-BASED AWARDS | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED AWARDS | 16. 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, 2021 2020 2019 Cost of goods sold $ 102 $ 169 $ 212 Sales and marketing 987 799 1,915 Technology 3,799 1,654 5,245 General and administrative 6,245 5,219 8,788 Total stock-based compensation expense $ 11,133 $ 7,841 $ 16,160 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, 2021, 2020 and 2019, the Compensation Committee of the Board of Directors approved grants of 415,000, 484,000 and 982,000 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 33.4% 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 vested over a one-year period, which awards are included in the 982,000 total grants below. At December 31, 2021, there were 663,000 unvested restricted stock awards that remained outstanding. At December 31, 2021, 1.7 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, 2021, 2020 and 2019 was $92.29, $10.39 and $17.80, respectively. The following table summarizes restricted stock award activity (in thousands, except fair value data): 2021 2020 2019 Units Weighted Units Weighted Units Weighted Outstanding—beginning of year 639 $ 17.98 1,051 $ 26.22 559 $ 44.08 Granted at fair value 415 92.29 484 10.39 982 17.80 Vested (294) 24.88 (710) 23.58 (270) 34.92 Forfeited (97) 52.26 (186) 23.43 (220) 23.36 Outstanding—end of year 663 $ 56.37 639 $ 17.98 1,051 $ 26.22 Employee Stock Purchase Plan On February 4, 2021 and May 13, 2021, our Board of Directors and stockholders, respectively, approved the Overstock.com, Inc. 2021 Employee Stock Purchase Plan (the "2021 ESPP"). The 2021 ESPP grants our eligible employees a right to purchase shares of our common stock at a discount through payroll deductions of up to 25% of eligible compensation, subject to a cap of $21,250 in any calendar year. The 2021 ESPP provides for consecutive 24-month offering periods beginning March 1 and September 1 of each year. Each offering period shall consist of four consecutive six-month purchase periods. The first offering period under the 2021 ESPP commenced on September 1, 2021, with the first purchase date occurring on March 1, 2022. On each purchase date, participating employees will purchase shares of our common stock at a price per share equal to 85% of the lesser of the fair market value of our common stock on (i) the offering date of the offering period or (ii) the purchase date (the "look-back" period). If the stock price of our common stock on any purchase date in an offering period is lower than the stock price on the offering date of that offering period, every participant in the offering will automatically be withdrawn from the offering after the purchase of shares on such purchase date and automatically enrolled in a new offering period commencing immediately subsequent to such purchase date. The maximum number of shares of common stock that may be issued under the 2021 ESPP in aggregate is 3,000,000 shares. No shares were purchased during the year ended December 31, 2021. The 2021 ESPP is considered a compensatory plan and the fair value of the discount and the look-back period will be estimated using the Black-Scholes option pricing model and expense will be recognized straight-line over the 24-month offering period. For the year ended December 31, 2021, we recognized $863,000 in share-based compensation expense related to the 2021 ESPP, which is included in the stock compensation expense table above combined with the expense associated with our restricted stock units. |
EMPLOYEE RETIREMENT PLAN
EMPLOYEE RETIREMENT PLAN | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
EMPLOYEE RETIREMENT PLAN | 17. 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, 2021, 2020 and 2019, 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 $5.2 million, $4.9 million and $4.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. We made no discretionary contributions to eligible participants for the years ended December 31, 2021, 2020 and 2019, respectively. |
REVENUE AND CONTRACT LIABILITY
REVENUE AND CONTRACT LIABILITY | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
UNEARNED REVENUE | 10. UNEARNED REVENUE Unearned revenue consists of the following (in thousands): December 31, 2021 2020 Unearned product revenue on undelivered product $ 20,689 $ 35,952 Club O membership fees and reward points 16,701 14,860 In store credits 11,777 9,207 Unearned product revenue on unshipped orders 9,107 10,489 Unredeemed gift cards 711 1,143 Other 402 514 Total unearned revenue $ 59,387 $ 72,165 18. REVENUE AND CONTRACT LIABILITY Unearned revenue The following table provides information about unearned revenue from contracts with customers, including significant changes in unearned revenue balances during the period (in thousands): Amount Unearned revenue at December 31, 2019 $ 41,116 Increase due to deferral of revenue at period end 66,070 Decrease due to beginning contract liabilities recognized as revenue (35,021) Unearned revenue at December 31, 2020 72,165 Increase due to deferral of revenue at period end 51,384 Decrease due to beginning contract liabilities recognized as revenue (64,162) Unearned revenue at December 31, 2021 $ 59,387 Our total unearned revenue related to outstanding Club O Reward dollars was $10.0 million and $8.6 million at December 31, 2021 and 2020, respectively. Breakage income related to Club O Reward dollars and gift cards are recognized as a component of Net revenue in our consolidated statements of operations. The timing of revenue recognition of these reward dollars is driven by actual customer activities, such as redemptions and expirations. Breakage included in revenue was $6.9 million, $5.4 million, and $4.2 million for the years ended December 31, 2021, 2020, and 2019, respectively. 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, 2018 $ 15,261 Additions to the allowance 117,039 Deductions from the allowance (121,194) Allowance for returns at December 31, 2019 11,106 Additions to the allowance 204,810 Deductions from the allowance (196,726) Allowance for returns at December 31, 2020 19,190 Additions to the allowance 237,622 Deductions from the allowance (242,889) Allowance for returns at December 31, 2021 $ 13,923 |
OTHER INCOME (EXPENSE), NET
OTHER INCOME (EXPENSE), NET | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
OTHER INCOME, NET | 19. OTHER INCOME (EXPENSE), NET Other income (expense), net consisted of the following (in thousands): Years ended December 31, 2021 2020 2019 Gain/(loss) on equity securities $ (1,238) $ 305 $ (1,814) Income from equity method securities 12,585 — — Other 1,153 308 1,172 Total other income (expense), net $ 12,500 $ 613 $ (642) |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 20. INCOME TAXES For financial reporting purposes, income (loss) from continuing operations before income taxes includes the following components (in thousands): Years ended December 31, 2021 2020 2019 United States income (loss) $ 121,180 $ 95,115 $ (62,917) Foreign income 1,836 1,375 1,069 Total income (loss) from continuing operations before income taxes $ 123,016 $ 96,490 $ (61,848) The provision (benefit) for income taxes for 2021, 2020 and 2019 consists of the following (in thousands): Years ended December 31, 2021 2020 2019 Current: Federal $ 532 $ — $ (49) State 4,344 1,316 191 Foreign 183 68 136 Total current 5,059 1,384 278 Deferred: Federal (49,045) — 612 State (4,763) — 172 Foreign (26) (21) (2) Total deferred (53,834) (21) 782 Total provision (benefit) for income taxes $ (48,775) $ 1,363 $ 1,060 The provision (benefit) for income taxes for 2021, 2020 and 2019 differ from the amounts computed by applying the U.S. federal income tax rate of 21% to income (loss) before income taxes for the following reasons (in thousands): Year ended December 31, 2021 2020 2019 U.S. federal income tax provision (benefit) at statutory rate $ 25,833 $ 20,263 $ (12,988) State income tax expense, net of federal benefit 5,734 3,224 (2,373) Non-deductible executive compensation 1,908 147 — Other, net 110 (165) 399 Gain on subsidiary stock — 360 (855) Delaware gift card litigation reversal — (1,022) — Research and development credit (1,419) (1,266) (1,677) Stock based compensation expense (3,851) 1,839 976 Change in valuation allowance (77,090) (22,017) 17,578 Total provision (benefit) for income taxes $ (48,775) $ 1,363 $ 1,060 The components of our deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 35,247 $ 88,990 Research and development tax credits 19,551 20,067 Basis difference in equity securities 6,092 8,079 Accrued expenses 5,750 7,168 Unearned revenue 5,431 4,747 Operating lease liabilities 3,128 6,604 Reserves and other 2,835 3,877 Other tax credits and carryforwards 207 253 Intangible assets 135 2,897 Interest expense carryforward — 1,799 Gross deferred tax assets 78,376 144,481 Valuation allowance (11,384) (134,305) Total deferred tax assets 66,992 10,176 Deferred tax liabilities: Basis difference in equity securities (20,831) (218) Operating lease right-of-use assets (3,077) (6,152) Fixed assets (2,264) (2,236) Prepaid expenses (785) (777) Goodwill — (934) Total deferred tax liabilities (26,957) (10,317) Total deferred tax assets (liabilities), net $ 40,035 $ (141) The components of our deferred tax assets and liabilities as of December 31, 2020 include amounts related to continuing and discontinued operations. Of the total deferred tax liabilities, net, approximately $178,000 relates to discontinued operations, and has been reclassified in the consolidated financial statements as a component of Long-term liabilities of discontinued operations as of December 31, 2020. The remaining deferred tax assets, net, of approximately $37,000 related to continuing operations is reflected as Deferred tax assets, net, on the Consolidated Balance Sheet as of December 31, 2020. At December 31, 2021, we have federal net operating loss carryforwards with no expiration date of approximately $135.2 million; the utilization of these net operating loss carryforwards is limited to 80% of taxable income in any given year. We have state net operating loss carryforwards with no expiration date of approximately $37.4 million primarily in the state of Utah; the utilization of these net operating loss carryforwards is limited to 80% of taxable income in the state in any given year. We also have state net operating loss carryforwards of approximately $16.2 million which expire in 2022 and $89.2 million that expire between 2026 and 2039. At December 31, 2021, we have federal research credit carryforwards of approximately $21.4 million that expire between 2029 and 2041. We also have state research credit carryforwards of approximately $9.0 million that expire between 2022 and 2035. Ownership changes under Internal Revenue Code Section 382 could limit the amount of net operating losses or credit carryforwards that can be used in the future. Each quarter we assess the recoverability of our deferred tax assets under ASC Topic 740. We assess available positive and negative evidence to estimate whether we will generate sufficient future taxable income to use our existing deferred tax assets. We have no carryback ability, and therefore we must rely on future taxable income, including tax planning strategies and future reversals of taxable temporary differences, to support their realizability. In our assessment for the period ended June 30, 2021, we concluded it was more likely than not that our deferred tax assets related to United States federal ordinary income and all states with the exception of Utah will be realizable. In reaching the conclusion that deferred tax assets related to United States federal income and all states, except for Utah, will be realizable, we considered, among other things, three significant pieces of positive evidence that occurred during the quarter ended June 30, 2021: 1) achieving three-year cumulative earnings, 2) recent use of deferred tax assets, and 3) changes in our tax filing groups in conjunction with the Pelion Transaction. Therefore, in the year ended December 31, 2021, we released approximately $53.8 million of valuation allowance. We still maintain a valuation allowance against our deferred tax assets for capital losses and the state of Utah where not supported by future reversals of taxable temporary differences, because of the uncertainty regarding the realizability of these deferred tax assets. We will continue to monitor the need for a valuation allowance against our remaining deferred tax assets on a quarterly basis. A reconciliation of the beginning and ending unrecognized tax benefits, excluding interest and penalties, as of December 31, 2021, 2020 and 2019 is as follows (in thousands): Year ended December 31, 2021 2020 2019 Beginning balance $ 9,638 $ 9,058 $ 7,974 Additions for tax positions related to the current year 1,992 971 1,064 Additions (reductions) for tax positions taken in prior years 331 (35) 20 Reduction due to settlements — (301) — Reduction due to cash payments — (55) — Ending balance $ 11,961 $ 9,638 $ 9,058 Included in the balance of unrecognized tax benefits as of December 31, 2021, 2020 and 2019, are approximately $12.0 million, $9.6 million, and $9.1 million, respectively, of tax benefits that, if recognized, would affect the effective tax rate. We believe it is reasonably possible that these unrecognized tax benefits will continue to increase in the future. Accrued interest and penalties on unrecognized tax benefits as of December 31, 2021 and 2020 were $753,000 and $340,000, respectively. We are subject to taxation in the United States and various state and foreign jurisdictions. Tax years beginning in 2017 are subject to examination by taxing authorities, although net operating loss and credit carryforwards from all years are subject to examinations and adjustments for at least three years following the year in which the attributes are used. |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | 21. NET INCOME (LOSS) PER SHARE The following table sets forth the computation of basic and diluted net income (loss) per common share for the periods indicated (in thousands, except per share data): Year ended December 31, 2021 2020 2019 Numerator: Income (loss) from continuing operations $ 171,791 $ 95,127 $ (62,908) Less: Preferred stock dividends—declared and accumulated 729 731 894 Undistributed income (loss) from continuing operations 171,062 94,396 (63,802) Less: Undistributed income (loss) allocated to participating securities 16,409 6,427 (869) Net income (loss) from continuing operations attributable to common stockholders $ 154,653 $ 87,969 $ (62,933) Income (loss) from discontinued operations attributable to stockholders of Overstock.com, Inc. $ 217,581 $ (39,126) $ (58,933) Less: Preferred stock TZROP repurchase loss — — (425) Undistributed income (loss) from discontinued operations 217,581 (39,126) (58,508) Less: Undistributed income (loss) allocated to participating securities 20,870 (2,664) (796) Net income (loss) from discontinued operations attributable to common stockholders 196,711 (36,462) (57,712) Net income (loss) attributable to common stockholders $ 351,364 $ 51,507 $ (120,645) Denominator: Weighted average shares of common shares outstanding—basic 42,981 41,217 34,865 Effect of dilutive securities: Restricted stock awards 351 390 — Weighted average shares of common shares outstanding—diluted 43,332 41,607 34,865 Net income (loss) from continuing operations per share of common stock: Basic $ 3.60 $ 2.13 $ (1.81) Diluted $ 3.57 $ 2.12 $ (1.81) Net income (loss) from discontinued operations per share of common stock: Basic $ 4.58 $ (0.88) $ (1.65) Diluted $ 4.54 $ (0.88) $ (1.65) Net income (loss) per share of common stock: Basic $ 8.18 $ 1.25 $ (3.46) Diluted $ 8.11 $ 1.24 $ (3.46) The 2019 basic and diluted net loss per common share computations reflect the Dividend declared on July 30, 2019 that was payable in shares of our Series A-1 Preferred stock and subsequently distributed on May 19, 2020. 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, 2021 2020 2019 Restricted stock units 170 228 1,051 Employee stock purchase plan 24 — — |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | 22. BUSINESS SEGMENTS We evaluated our reportable segments in accordance with ASC Topic 280 Segment Reporting based on how we manage our business. At the conclusion of this evaluation, we concluded that we have one reportable segment, Retail, which primarily consists of amounts earned through e-commerce product sales through our Website. All corporate support costs (administrative functions such as finance, human resources, and legal) are allocated to our single reportable segment. The results of that segment are shown on our consolidated statements of operations as continuing operations. As a result of the transaction discussed in Note 4—Discontinued Operations, our tZERO and Medici Ventures reportable segments became a part of the Disposal Group and discontinued operations. For the years ended December 31, 2021, 2020 and 2019, substantially all our revenues were attributable to customers in the United States. At December 31, 2021 and 2020, substantially all our property and equipment were located in the United States. |
QUARTERLY RESULTS OF OPERATIONS
QUARTERLY RESULTS OF OPERATIONS (unaudited) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
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, 2021. 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, June 30, September 30, December 31, (in thousands, except per share data) Consolidated Statement of Operations Data: Net revenue $ 659,861 $ 794,536 $ 689,390 $ 612,659 Cost of goods sold 506,337 619,710 532,682 473,815 Gross profit 153,524 174,826 156,708 138,844 Operating expenses: Sales and marketing 73,538 85,272 75,650 67,970 Technology 30,523 30,383 31,178 30,917 General and administrative 22,871 22,660 21,031 20,837 Total operating expenses 126,932 138,315 127,859 119,724 Operating income 26,592 36,511 28,849 19,120 Interest expense, net (155) (130) (139) (132) Other income (expense), net (226) 298 (79) 12,507 Income before income taxes from continuing operations 26,211 36,679 28,631 31,495 Provision (benefit) for income taxes 193 (45,726) (1,795) (1,447) Income from continuing operations 26,018 82,405 30,426 32,942 Income (loss) from discontinued operations, net of income taxes (10,126) 227,372 — — Consolidated net income $ 15,892 $ 309,777 $ 30,426 $ 32,942 Less: Net loss attributable to noncontrolling interests - discontinued operations (201) (134) — — Net income attributable to stockholders of Overstock.com, Inc. $ 16,093 $ 309,911 $ 30,426 $ 32,942 Net income (loss) attributable to common shares—basic Continuing operations $ 0.57 $ 1.73 $ 0.64 $ 0.69 Discontinued operations (0.23) 4.78 — — Total $ 0.34 $ 6.51 $ 0.64 $ 0.69 Net income (loss) attributable to common shares—diluted Continuing operations $ 0.56 $ 1.72 $ 0.63 $ 0.68 Discontinued operations (0.23) 4.75 — — Total $ 0.33 $ 6.47 $ 0.63 $ 0.68 Weighted average shares of common stock outstanding: Basic 42,885 43,009 43,014 43,016 Diluted 43,320 43,314 43,324 43,370 Three Months Ended March 31, June 30, September 30, December 31, (in thousands, except per share data) Consolidated Statement of Operations Data: Net revenue $ 339,598 $ 766,956 $ 717,695 $ 669,666 Cost of goods sold 265,392 589,044 548,982 519,141 Gross profit 74,206 177,912 168,713 150,525 Operating expenses: Sales and marketing 36,345 79,215 71,292 73,862 Technology 27,281 29,063 29,934 29,970 General and administrative 23,885 20,837 28,625 24,332 Total operating expenses 87,511 129,115 129,851 128,164 Operating income (loss) (13,305) 48,797 38,862 22,361 Interest expense, net (11) (364) (264) (199) Other income (expense), net (287) 246 59 595 Income (loss) before income taxes from continuing operations (13,603) 48,679 38,657 22,757 Provision (benefit) for income taxes 163 840 753 (393) Income (loss) from continuing operations (13,766) 47,839 37,904 23,150 Loss from discontinued operations, net of income taxes (5,799) (13,458) (16,678) (13,021) Consolidated net income (loss) $ (19,565) $ 34,381 $ 21,226 $ 10,129 Less: Net loss attributable to noncontrolling interests - discontinued operations (3,232) (1,975) (2,165) (2,458) Net income (loss) attributable to stockholders of Overstock.com, Inc. $ (16,333) $ 36,356 $ 23,391 $ 12,587 Net income (loss) attributable to common shares—basic Continuing operations $ (0.34) $ 1.12 $ 0.81 $ 0.48 Discontinued operations (0.06) (0.27) (0.31) (0.22) Total $ (0.40) $ 0.85 $ 0.50 $ 0.26 Net income (loss) attributable to common shares—diluted Continuing operations $ (0.34) $ 1.11 $ 0.81 $ 0.48 Discontinued operations (0.06) (0.27) (0.31) (0.22) Total $ (0.40) $ 0.84 $ 0.50 $ 0.26 Weighted average shares of common stock outstanding: Basic 40,158 40,329 41,595 42,765 Diluted 40,158 40,590 42,202 43,326 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 24. SUBSEQUENT EVENTS tZERO Group, Inc. In late February 2022, tZERO agreed to sell and issue shares of its Series B Preferred Stock to Intercontinental Exchange, Inc. (an unrelated third party and owner of the New York Stock Exchange), Medici Ventures, L.P., Overstock, and others under a Series B Preferred Stock Purchase Agreement. Following our contribution of $15 million and the contributions of the other investors, our direct equity interest in tZERO will be reduced from approximately 40% to 34%. The Series B shares were purchased at a price per share lower than the fair value per share of our common shares at December 31, 2021. An estimate cannot be made of the financial impact of this transaction on the carrying amount of our common shares as valuation procedures have not been completed. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | Schedule II Valuation and Qualifying Accounts (in thousands) Balance at Charged to Deductions / (Other Additions) Balance at Year ended December 31, 2021 Deferred tax valuation allowance (1) $ 134,305 $ (77,090) $ 45,831 $ 11,384 Allowance for sales returns 19,190 237,622 242,889 13,923 Allowance for doubtful accounts 1,417 1,012 — 2,429 Year ended December 31, 2020 Deferred tax valuation allowance (1) $ 146,856 $ (13,066) $ (515) $ 134,305 Allowance for sales returns 11,106 204,810 196,726 19,190 Allowance for doubtful accounts 2,443 1,008 2,034 1,417 Year ended December 31, 2019 Deferred tax valuation allowance (1) $ 114,523 $ 32,333 $ — $ 146,856 Allowance for sales returns 15,261 117,039 121,194 11,106 Allowance for doubtful accounts 2,095 634 286 2,443 ___________________________________________ (1) — Amounts contain continuing and discontinued operations |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of 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 and valuation of property and equipment, and internally-developed software, goodwill valuation, intangible asset valuation, equity securities valuation, income taxes, stock-based compensation, performance-based compensation, self-funded health insurance liabilities, and contingencies. Our estimates involving, among other items, forecasted revenues, sales volume, pricing, cost and availability of inventory, consumer demand and spending habits, the continued operations of our supply chain and logistics network, changes in interest rates, and the overall impact of social distancing on our workforce are even more difficult to estimate as a result of uncertainties associated with the scope and duration of the global novel coronavirus ("COVID-19") pandemic and various actions taken by governmental authorities, private business and other third parties in response to the pandemic, the ultimate geographic spread of the virus, the ongoing economic effect of the pandemic and the post-pandemic economic recovery. Although these estimates are based on our best knowledge of current events and actions that we may undertake in the future, the variability of these factors depends on a number of conditions, including uncertainty associated with the COVID-19 pandemic, how long these conditions will persist, ongoing developments related to the production, approval and distribution of vaccines, what additional measures may be introduced or reintroduced by governments or private parties or what effect any such additional measures may have on our business and thus our accounting estimates may change from period to period. To the extent there are differences between these estimates and actual results, our consolidated financial statements may be materially affected. |
Cash equivalents | Cash equivalentsWe classify all highly liquid instruments, including instruments with an original maturity of three months or less at the time of purchase, as cash equivalents. |
Restricted cash | Restricted cash |
Fair value of financial instruments | Fair value of financial instruments We account for our assets and liabilities using a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. These two types of inputs have created the fair-value hierarchy below. This hierarchy requires us to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. • Level 1 —Quoted prices for identical instruments in active markets; • Level 2 —Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and • Level 3 —Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Our assets and liabilities that are adjusted to fair value on a recurring basis are cash equivalents, 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 |
Allowance for doubtful accounts | We maintain an allowance for expected credit losses based upon our business customers' financial condition and payment history, our historical collection experience, and any future expected economic conditions. |
Valuation of inventories | Inventories Inventories include merchandise acquired for resale and processed returns which are accounted for using a standard costing system which approximates the first-in-first-out ("FIFO") method of accounting and are valued at the lower of cost and net realizable value. Inventory valuation requires us to make judgments, based on currently available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, liquidations, and expected recoverable values of each disposition category. |
Prepaids and other current assets | Prepaids and other current assetsPrepaids and other current assets represent expenses paid prior to receipt of the related goods or services, including advertising, license fees, maintenance, packaging, insurance, prepaid inventories, other miscellaneous costs, and 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 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. |
Fair Value Measurement, Policy | Initial valuation of retained noncontrolling interest in former subsidiaries We measured our retained noncontrolling interest in former subsidiaries at fair value at the date of deconsolidation. In the absence of quoted market prices (e.g., a privately held entity), the fair value was determined in good faith under our valuation policy and process using generally accepted valuation approaches. We utilized an independent third party valuation firm to assist us in determining the fair values of our retained noncontrolling interest in former subsidiaries using a combination of a market approach and income approach. The market approach relied upon a comparison with guideline public companies or guideline transactions and entails selecting relevant financial information of the subject company, and capitalizing those amounts using valuation multiples that are based on empirical market observations. The income approach relied upon an analysis of its projected economic earnings discounted to present value (discounted cash flows). The fair value determination of our retained noncontrolling interest required the use of significant unobservable inputs (Level 3 inputs) as shown in the table within Note 4—Discontinued Operations. Due to the inherent uncertainty of determining the fair value of Level 3 securities that do not have a readily available market value, the determination of fair value required significant judgment or estimation and changes in the estimates and assumptions used in the valuation models could materially affect the determination of fair value for these assets. See Note 4—Discontinued Operations for further information. |
Investment, Policy | Equity securities under ASC 321 At December 31, 2021, we held minority interests (less than 20%) in certain public entities, accounted for under ASC Topic 321, Investments—Equity Securities ("ASC 321"), which are included in Equity securities at fair value in our consolidated balance sheets. We measure our ASC 321 equity securities at fair value with changes in fair value recorded in Other income (expense), net in our consolidated statements of operations. Dividends received are reported in earnings if and when received. Equity securities accounted for under the equity method under ASC 323 At December 31, 2021, we held minority interests in privately held entities, Medici Ventures, L.P. and tZERO, accounted for under the equity method under ASC Topic 323, Investments—Equity Method and Joint Ventures ("ASC 323"), which are included in Equity securities in our consolidated balance sheets. We can exercise significant influence, but not control, over these entities through holding more than a 20% voting interest. Based on the nature of our ownership interests and the extent of our contributed capital, we held a variable interest in both Medici Ventures, L.P. and tZERO which meet the definition of variable interest entities; however, we are not the primary beneficiary of either entity for purposes of consolidation as we do not have the power (either explicit or implicit), through voting rights or otherwise, to direct the activities of Medici Ventures, L.P. or tZERO that most significantly impact their economic performance. Our investments in these variable interest entities totaled $342.5 million as of December 31, 2021, representing our maximum exposures to loss. We record our proportionate share of Medici Ventures, L.P.'s reported net income or loss, which reflects the fair value changes of the underlying investments of the entity and any other operating income or losses of the entity, in Other income (expense), net in our consolidated statements of operations with corresponding adjustments to the carrying value of the asset. There is no difference between the carrying amount of our investment in the entity and the amount of underlying equity we have in the entity's net assets. We have elected to apply the fair value option for valuing our direct minority interest in tZERO as we determined that accounting for our direct minority equity interest in tZERO under the fair value option would approximate the same valuation approach used by Medici Ventures, L.P. for valuing our indirect interest in tZERO and would be the most meaningful and transparent option for evaluating our continued exposure to the economics of tZERO. The methods and significant assumptions to estimate the fair value of tZERO include using guideline public companies for the market approach and discounted cash flow model for the income approach. Inputs for the market approach include assumptions made for the enterprise value to revenue multiple. Inputs for the income approach include assumptions made for discount rate, revenue growth rate, EBITDA margin, and discount period. If such events or circumstances have occurred that may indicate the fair value of the security is less than its carrying value, 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. |
Leases | LeasesWe determine if an arrangement is a lease at inception. We account for lease agreements as either operating or finance leases depending on certain defined criteria. Operating leases are recognized in Operating lease right-of-use ("ROU") assets, Operating lease liabilities, current, and Operating lease liabilities, non-current on our consolidated balance sheets. Finance leases are included in Other long-term assets, net, Other current liabilities, and Other long-term liabilities on our consolidated balance sheets. Lease assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. In certain of our lease agreements, we receive rent holidays and other incentives. We recognize lease costs on a straight-line basis over the lease term without regard to deferred payment terms, such as rent holidays, that defer the commencement date of required payments. Our lease terms may include options to extend or terminate the lease, and we adjust our measurement of the lease when it is reasonably certain that we will exercise that option. Lease payments used in measurement of the lease liability typically do not include executory costs, such as taxes, insurance, and maintenance, unless those costs can be reasonably estimated at lease commencement. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the life of the lease, without assuming renewal features, if any, are exercised. We do not separate lease and non-lease components for our leases. |
Treasury stock | Treasury stock We account for treasury stock of our common shares under the cost method and include treasury stock as a component of stockholders' equity. |
Goodwill and intangible assets | GoodwillGoodwill represents the excess of the purchase price paid over the fair value of the net assets acquired in business combinations. Goodwill is not amortized but is tested for impairment at least annually or when we deem that a triggering event has occurred. When evaluating whether goodwill is impaired, we make a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment determines that it is more likely than not that its fair value is less than its carrying amount, we compare the fair value of the reporting unit to which the goodwill is assigned to its carrying amount. If the carrying amount exceeds its fair value, an impairment loss is recognized in an amount equal to the excess of the carrying amount over the fair value of the reporting unit, not to exceed the carrying amount of the goodwill. |
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 |
Impairment of long-lived assets | Impairment of long-lived assets |
Other long-term assets, net | Other long-term assets, net Other long-term assets, net consist primarily of long-term prepaid expenses, deposits, and assets acquired under finance leases. |
Revenue from Contract with Customer | Revenue recognition Revenue is recognized when, or as, control of a promised product or service transfers to a customer, in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products or services. Revenue excludes taxes that have been assessed by governmental authorities and that are directly imposed on revenue-producing transactions between the Company and its customers, including sales and use taxes. Revenue recognition is evaluated through the following five-step process: 1) identification of the contract with a customer; 2) identification of the performance obligations in the contract; 3) determination of the transaction price; 4) allocation of the transaction price to the performance obligations in the contract; and 5) recognition of revenue when or as a performance obligation is satisfied. Product Revenue We derive our revenue primarily through our Website but may also derive revenue from sales of merchandise through other channels. Our revenue is derived primarily from merchandise sold at a point in time and shipped to customers. Merchandise sales are fulfilled with inventory sourced through our partners or from our owned inventory. The vast majority of our sales, however, are fulfilled from inventory sourced through our partners. Revenue is recognized when control of the product passes to the customer, typically at the date of delivery of the merchandise to the customer or the date a service is provided and is recognized in an amount that reflects the expected consideration to be received in exchange for such goods or services. As such, customer orders are recorded as unearned revenue prior to delivery of products or services ordered. As we ship high volumes of packages through multiple carriers, we use estimates to determine which shipments are delivered and, therefore, recognized as revenue at the end of the period. Our delivery date estimates are based on average shipping transit times, which are calculated using the following factors: (i) the type of shipping carrier (as carriers have different in-transit times); (ii) the fulfillment source (either our warehouses, those warehouses we control, or those of our partners); (iii) the delivery destination; and (iv) actual transit time experience, which shows that delivery date is typically one eight Generally, we require authorization from credit card or other payment vendors whose services we offer to our customers (such as PayPal, Apple Pay, Klarna), or verification of receipt of payment, before we ship products to consumers or business purchasers. We generally receive payments from our customers before our payments to our suppliers are due. We do not recognize assets associated with costs to obtain or fulfill a contract with a customer. Shipping and handling is considered a fulfillment activity, as it takes place prior to the customer obtaining control of the merchandise, and fees charged to customers are included in net revenue upon completion of our performance obligation. We present revenue net of sales taxes, discounts, and expected refunds. Our merchandise sales contracts include terms that could cause variability in the transaction price for items such as discounts, credits, or sales returns. Accordingly, the transaction price for product sales includes estimates of variable consideration to the extent it is probable that a significant reversal of revenue recognized will not occur. At the time of sale, we estimate a sales return liability for the variable consideration based on historical experience, which is recorded within Accrued liabilities in the consolidated balance sheet. We record an allowance for returns based on current period revenues and historical returns experience. We analyze actual historical returns, current economic trends and changes in order volume and acceptance of our products when evaluating the adequacy of the sales returns allowance in any accounting period. We evaluate the criteria outlined in ASC 606-10-55, Principal versus Agent Considerations , in determining whether it is appropriate to record the gross amount of merchandise sales and related costs or the net amount earned as commissions. When we are the principal in a transaction and control the specific good or service before it is transferred to the customer, revenue is recorded gross; otherwise, revenue is recorded on a net basis. Through contractual terms with our partners, we have the ability to control the promised goods or services and as a result record the majority of our revenue on a gross basis. Club O loyalty program We have a customer loyalty program called Club O for which we sell annual memberships. For Club O memberships, we record membership fees as unearned revenue and we recognize revenue ratably over the membership period. The Club O loyalty program allows members to earn Club O Reward dollars for qualifying purchases made on our Website. As such, the initial transaction price giving rise to the reward dollar is allocated to each separate performance obligation based upon its relative standalone selling price. In determining the stand-alone selling price, we incorporate assumptions about the redemption rates of loyalty points. We recognize revenue for Club O Reward dollars when customers redeem such rewards as part of a purchase on our Website. We record the standalone value of reward dollars earned in unearned revenue at the time the reward dollars are earned. Club O Reward dollars expire 90 days after the customer's Club O membership expires. We recognize estimated reward dollar breakage, to which we expect to be entitled, over the expected redemption period in proportion to actual redemptions by customers. Advertising Revenue Advertising revenues are derived primarily from sponsored links and display advertisements that are placed on our Website, distributed via email, or sent out as direct mailers. Advertising revenue is recognized in revenue when the advertising services are rendered. Advertising revenues were approximately 2% of total net revenues for all periods presented. Unearned Revenue When the timing of our provision of goods or services is different from the timing of the payments made by our customers, we recognize a contract liability (customer payment precedes performance). Customer orders are recorded as unearned revenue when payment is received prior to delivery of products or services ordered. We record amounts received for Club O membership fees as unearned revenue and we recognize it ratably over the membership period. We record Club O Reward dollars earned from purchases as unearned revenue at the time they are earned based upon the relative standalone selling price of the Club O Reward dollar and we recognize it as revenue in proportion to the estimated pattern of rights exercised by the customer. If reward dollars are not redeemed, we recognize revenue upon expiration. In addition, we sell gift cards and record related unearned revenue at the time of the sale. We sell gift cards without expiration dates and we recognize revenue from a gift card upon redemption of the gift card. The unredeemed portion of our gift cards are recognized in revenue over the expected redemption period based upon the estimated pattern of rights exercised by the customer, if the gift cards are not subject to escheat laws. Sales returns allowance 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 |
Advertising expense | Advertising expense We expense the costs of producing advertisements the first time the advertising takes place and expense the cost of communicating advertising in the period during which the advertising space or airtime is used. Internet advertising expenses are recognized as incurred based on the terms of the individual agreements, which are generally: 1) a commission for traffic driven to our Website that generates a sale or 2) a referral fee based on the number of clicks on keywords or links to our Website generated during a given period. Advertising expense is included in Sales and marketing expenses in our consolidated statements of operations. Prepaid advertising is included in Prepaids and other current assets in our consolidated balance sheets. |
Stock-based compensation | Stock-based compensation We measure compensation expense for our outstanding unvested restricted stock awards at fair value on the date of grant and recognize compensation expense over the service period for awards at the greater of a straight-line basis or on an accelerated schedule when vesting of the share-based awards exceeds a straight-line basis. When an award is forfeited prior to the vesting date, we recognize an adjustment for the previously recognized expense in the period of the forfeiture. See Note 16—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 13—Commitments and Contingencies). |
Income taxes | Income taxes Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including projected future taxable income, scheduled reversals of our deferred tax liabilities, tax planning strategies, and results of recent operations. Our projections of future taxable income are subject to change due to economic, political, and other conditions, such as the COVID-19 pandemic, and judgment is required in determining our ability to use our deferred tax assets. We record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated income statements. Accrued interest and penalties are included within the related tax liability line in our consolidated balance sheets. |
Net income (loss) per share | Net income (loss) per share Our 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 income (loss) per share is calculated using the two-class method. Under this method, we give effect to preferred dividends and then allocate remaining net income (loss) attributable to our stockholders to both common shares and participating securities (based on the percentages outstanding) in determining net income (loss) per common share. Basic net income (loss) per common share is computed by dividing net income (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. |
New accounting pronouncements | Recently adopted accounting standards 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. We adopted the changes under the new standard on January 1, 2021. The implementation of ASU 2019-12 did not have a material impact on our consolidated financial statements and disclosures. In January 2020, the FASB issued ASU 2020-01, Investments — Equity Securities (Topic 321), Investments — Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 , which clarifies the interaction of the accounting for equity securities under Topic 321, the accounting for equity method investments in Topic 323, and the accounting for certain forward contracts and purchased options in Topic 815. We adopted the changes under the new standard on January 1, 2021. The implementation of ASU 2020-01 did not have a material impact on our consolidated financial statements and disclosures. In October 2020, the FASB issued ASU 2020-10, Codification Improvements , which amends and provides Codification improvements in order to either clarify the Codification or correct unintended application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. We adopted the changes under the new standard on January 1, 2021. The implementation of ASU 2020-10 did not have a material impact on our consolidated financial statements and disclosures. |
Property, Plant, and Equipment
Property, Plant, and Equipment (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Capitalization of Internal Costs, Policy | Capitalized costs associated with internal-use software and website development, both developed internally and acquired externally, and depreciation of costs for the same periods associated with internal-use software and website development consist of the following (in thousands): Year ended December 31, 2021 2020 2019 Capitalized internal-use software and website development $ 6,126 $ 10,246 $ 7,701 Depreciation of internal-use software and website development 7,237 10,262 11,683 |
ACCOUNTING POLICIES (Tables)
ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of supplemental cash flow information | Supplemental cash flow information The following table shows supplemental cash flow information (in thousands): Year Ended December 31, 2021 2020 2019 Supplemental disclosures of cash flow information: Cash paid during the period: Interest paid, net of amounts capitalized $ 1,775 $ 1,808 $ 264 Income taxes paid (refunded), net 2,262 1,452 (1,259) Non-cash investing and financing activities: Proceeds from sale of common stock included in accounts receivable — — 2,848 Recognition of right-of-use assets upon adoption of ASC 842 — — 29,965 |
Schedule of estimated useful lives of the fixed assets | Property and equipment are depreciated using the straight-line method over the estimated useful lives of the related assets or the term of the related finance lease, whichever is shorter, as follows: Life Building 40 Land improvements 20 Building machinery and equipment 15-20 Furniture and equipment 5-7 Computer hardware 3-4 Computer software, including internal-use software and website development 2-4 |
Fair Value Measures and Discl_2
Fair Value Measures and Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value of financial instruments using levels of inputs | The following tables summarize our assets and liabilities measured at fair value on a recurring basis using the following levels of inputs as of December 31, 2021 and 2020, as indicated (in thousands): Fair Value Measurements at December 31, 2021 Total Level 1 Level 2 Level 3 Assets: Cash equivalents—Money market mutual funds $ — $ — $ — $ — Equity securities, at fair value 102,529 174 — 102,355 Trading securities held in a "rabbi trust" (1) 179 179 — — Total assets $ 102,708 $ 353 $ — $ 102,355 Liabilities: Deferred compensation accrual "rabbi trust" (2) $ 188 $ 188 $ — $ — Total liabilities $ 188 $ 188 $ — $ — Fair Value Measurements at December 31, 2020 Total Level 1 Level 2 Level 3 Assets: Cash equivalents—Money market mutual funds $ — $ — $ — $ — Equity securities, at fair value 1,127 1,127 — — Trading securities held in a "rabbi trust" (1) 139 139 — — Total assets $ 1,266 $ 1,266 $ — $ — Liabilities: Deferred compensation accrual "rabbi trust" (2) $ 148 $ 148 $ — $ — Total liabilities $ 148 $ 148 $ — $ — ___________________________________________ (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. |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The activity for our Level 3 investments for the year ended December 31, 2021 is as follows: Amount Level 3 investments at December 31, 2020 $ — Increase due to acquisition of Level 3 investments 99,723 Increase in fair value of Level 3 investments 2,632 Level 3 investments at December 31, 2021 $ 102,355 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Fair Value Measurement Inputs and Valuation Techniques | The significant unobservable inputs used in the $288.8 million fair value measurement of these Level 3 equity securities at the Medici Closing are summarized as follows: Valuation technique Unobservable inputs Range (1) Weighted average (2) Market approach Enterprise value to revenue multiple 0.88x 0.88x Discounted cash flows - exit multiple Discount rate 9.0% - 35.0% 32.4% Enterprise value to revenue multiple 0.75x - 5.00x 4.40x Projected terminal year 2023 - 2027 2025 Annual revenue growth rate 1.3% - 124.0% 109.4% Annual EBITDA % of revenues 5.2% - 41.2% 36.3% Discounted cash flows - perpetual growth Discount rate 30.0% 30.0% Projected terminal year 2028 2028 Perpetual revenue growth rate 3.0% 3.0% Annual revenue growth rate 25.7% 25.7% Annual EBITDA % of revenues 14.9% 14.9% __________________________________________ (1) — The range for the Annual revenue growth rate and Annual EBITDA % of revenues are based on the weighted average metrics for the annual periods of the separate cash flow models for the respective component. (2) — Unobservable inputs were weighted by the relative fair value based on the fair value of the underlying components subjected to the identified valuation technique. For projected terminal year, the amount represents the median of the inputs and is not a weighted average. |
Disposal Groups, Including Discontinued Operations | Results of discontinued operations through the Medici Closing were as follows (in thousands): Year ended December 31, 2021 2020 2019 Revenue, net $ 17,394 $ 55,868 $ 24,444 Cost of goods sold 13,716 47,691 19,300 Gross profit 3,678 8,177 5,144 Operating expenses Technology 7,133 20,750 22,315 Selling, general, and administrative 13,509 31,916 43,911 Total operating expenses 20,642 52,666 66,226 Operating loss from discontinued operations (16,964) (44,489) (61,082) Interest income, net 192 600 254 Other income (loss), net 4,081 (5,441) (11,859) Gain on deconsolidation 243,541 — — Income (loss) from discontinued operations before income taxes 230,850 (49,330) (72,687) Provision (benefit) for income taxes 13,604 (374) (875) Income (loss) from discontinued operations, net of income taxes $ 217,246 $ (48,956) $ (71,812) Less: Net loss attributable to noncontrolling interests from discontinued operations (335) (9,830) (12,879) Net income (loss) from discontinued operations attributable to stockholders of Overstock.com, Inc. $ 217,581 $ (39,126) $ (58,933) Assets and liabilities of discontinued operations were as follows (in thousands): December 31, December 31, Cash and cash equivalents $ — $ 21,075 Other current assets — 13,054 Total current assets of discontinued operations $ — $ 34,129 Property and equipment, net $ — $ 8,783 Intangible assets, net — 13,852 Goodwill — 28,790 Equity securities — 45,878 Operating lease right-of-use assets — 7,226 Other long-term assets, net — 1,626 Total long-term assets of discontinued operations $ — $ 106,155 Accounts payable and accrued liabilities $ — $ 11,939 Other current liabilities — 1,985 Total current liabilities of discontinued operations $ — $ 13,924 Operating lease liabilities, non-current — 7,099 Other long-term liabilities — 586 Total long-term liabilities of discontinued operations $ — $ 7,685 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Accounts receivable, net consist of the following (in thousands): December 31, 2021 2020 Credit card receivables, trade $ 14,148 $ 16,376 Accounts receivable, trade 6,501 5,039 Other receivables 2,970 2,869 23,619 24,284 Less: allowance for credit losses (2,429) (1,417) Total accounts receivable, net $ 21,190 $ 22,867 |
PREPAIDS AND OTHER ASSETS (Tabl
PREPAIDS AND OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Prepaid maintenance $ 10,780 $ 9,111 Other current assets 5,071 6,280 Prepaid insurance 3,440 4,274 Prepaid other 2,317 2,814 Prepaid inventories 242 245 Prepaid advertising 247 155 Total prepaids and other current assets $ 22,097 $ 22,879 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets | Property and equipment, net consist of the following (in thousands): December 31, 2021 2020 Computer hardware and software, including internal-use software and website development $ 225,256 $ 213,124 Building 69,293 69,245 Land 12,781 12,781 Furniture and equipment 12,067 12,165 Building machinery and equipment 9,809 9,793 Land improvements 7,025 7,010 Leasehold improvements 2,601 3,049 338,832 327,167 Less: accumulated depreciation (229,353) (213,400) Total property and equipment, net $ 109,479 $ 113,767 |
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, 2021 2020 2019 Cost of goods sold $ 605 $ 680 $ 687 Technology 13,801 15,708 19,258 General and administrative 4,064 5,279 4,689 Total depreciation $ 18,470 $ 21,667 $ 24,634 |
EQUITY SECURITIES (Tables)
EQUITY SECURITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Equity Security Ownership Interest | The following table includes our equity securities accounted for under the equity method and related ownership interest as of December 31, 2021: Ownership Medici Ventures, L.P. 99% tZERO Group, Inc. 40% |
Equity method investments | The following table summarizes the net income recognized on equity method securities recorded in Other income (expense), net in our consolidated statements of operations for the year ended December 31, 2021 (in thousands): Year ended December 31, 2021 Net income recognized on our proportionate share of the net income of our equity method securities $ 9,953 Increase in fair value of equity method securities held under fair value option 2,632 |
Equity Method Investments, Summarized Financial Information | Regulation S-X Rule 4-08(g) For the period ended December 31, 2021, certain investments subject to Regulation S-X Rule 4-08(g) held by the Company in aggregate have met the significance criteria as defined under SEC guidance. As such, the Company is required to present summarized financial information for these significant investees that qualified as equity method securities during the respective periods presented as practicable (including the pre-deconsolidation results of operations for those investments that qualified prior to the Medici Closing) that were for the years ended December 31, 2021 and 2020 and such information is as follows (in thousands): December 31, Balance Sheet 2021 2020 Assets $ 319,121 $ 45,926 Liabilities (21,717) (24,891) Equity $ (297,404) $ (21,035) Year ended December 31, Results of Operations 2021 2020 Revenues $ 20,801 $ 4,788 Pre-tax loss (18,373) (36,553) Net loss (18,435) (36,625) |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities consist of the following (in thousands): December 31, 2021 2020 Accrued compensation and other related costs $ 21,910 $ 39,610 Accrued marketing expenses 15,317 20,687 Accounts payable accruals 25,571 13,830 Allowance for returns 13,923 19,190 Sales and other taxes payable 8,756 11,596 Accrued freight 10,982 9,309 Other accrued expenses 5,278 7,623 Accrued loss contingencies 165 1,801 Total accrued liabilities $ 101,902 $ 123,646 |
UNEARNED REVENUE (Tables)
UNEARNED REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Schedule of deferred revenue | Unearned revenue consists of the following (in thousands): December 31, 2021 2020 Unearned product revenue on undelivered product $ 20,689 $ 35,952 Club O membership fees and reward points 16,701 14,860 In store credits 11,777 9,207 Unearned product revenue on unshipped orders 9,107 10,489 Unredeemed gift cards 711 1,143 Other 402 514 Total unearned revenue $ 59,387 $ 72,165 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | Future principal payments on our total debt as of December 31, 2021, are as follows (in thousands): Payments due by period 2022 $ 3,447 2023 3,606 2024 282 2025 — 2026 — Thereafter 34,500 $ 41,835 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Lease, Cost [Table Text Block] | The components of lease expense were as follows (in thousands): Years ended December 31, 2021 2020 2019 Operating lease cost $ 6,583 $ 6,352 $ 7,766 Variable lease cost 1,702 1,536 1,892 |
Other Lease Information | The following tables provides a summary of other information related to leases (in thousands): Years ended December 31, 2021 2020 2019 Cash payments included in operating cash flows from lease arrangements $ 6,478 $ 7,224 $ 9,558 Right-of-use assets obtained in exchange for new operating lease liabilities 835 5,316 9,593 Derecognition of right-of-use assets due to reassessment of lease term 527 666 — |
Leases, Additional Financial Information | The following table provides a summary of balance sheet information related to leases: December 31, 2021 2020 Weighted-average remaining lease term—operating leases 2.72 years 3.57 years Weighted-average discount rate—operating leases 7 % 7 % |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Maturity of lease liabilities under our non-cancellable operating leases as of December 31, 2021, are as follows (in thousands): Payments due by period 2022 $ 6,178 2023 4,805 2024 2,773 2025 665 2026 250 Thereafter 83 Total lease payments 14,754 Less interest 1,392 Present value of lease liabilities $ 13,362 |
STOCK-BASED AWARDS (Tables)
STOCK-BASED AWARDS (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | Stock-based compensation expense was as follows (in thousands): Years ended December 31, 2021 2020 2019 Cost of goods sold $ 102 $ 169 $ 212 Sales and marketing 987 799 1,915 Technology 3,799 1,654 5,245 General and administrative 6,245 5,219 8,788 Total stock-based compensation expense $ 11,133 $ 7,841 $ 16,160 |
Summary of restricted stock award activity | The following table summarizes restricted stock award activity (in thousands, except fair value data): 2021 2020 2019 Units Weighted Units Weighted Units Weighted Outstanding—beginning of year 639 $ 17.98 1,051 $ 26.22 559 $ 44.08 Granted at fair value 415 92.29 484 10.39 982 17.80 Vested (294) 24.88 (710) 23.58 (270) 34.92 Forfeited (97) 52.26 (186) 23.43 (220) 23.36 Outstanding—end of year 663 $ 56.37 639 $ 17.98 1,051 $ 26.22 |
REVENUE AND CONTRACT LIABILITY
REVENUE AND CONTRACT LIABILITY (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of deferred revenues | The following table provides information about unearned revenue from contracts with customers, including significant changes in unearned revenue balances during the period (in thousands): Amount Unearned revenue at December 31, 2019 $ 41,116 Increase due to deferral of revenue at period end 66,070 Decrease due to beginning contract liabilities recognized as revenue (35,021) Unearned revenue at December 31, 2020 72,165 Increase due to deferral of revenue at period end 51,384 Decrease due to beginning contract liabilities recognized as revenue (64,162) Unearned revenue at December 31, 2021 $ 59,387 |
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, 2018 $ 15,261 Additions to the allowance 117,039 Deductions from the allowance (121,194) Allowance for returns at December 31, 2019 11,106 Additions to the allowance 204,810 Deductions from the allowance (196,726) Allowance for returns at December 31, 2020 19,190 Additions to the allowance 237,622 Deductions from the allowance (242,889) Allowance for returns at December 31, 2021 $ 13,923 |
OTHER INCOME (EXPENSE), NET (Ta
OTHER INCOME (EXPENSE), NET (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of other income, net | Other income (expense), net consisted of the following (in thousands): Years ended December 31, 2021 2020 2019 Gain/(loss) on equity securities $ (1,238) $ 305 $ (1,814) Income from equity method securities 12,585 — — Other 1,153 308 1,172 Total other income (expense), net $ 12,500 $ 613 $ (642) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of income before income taxes | For financial reporting purposes, income (loss) from continuing operations before income taxes includes the following components (in thousands): Years ended December 31, 2021 2020 2019 United States income (loss) $ 121,180 $ 95,115 $ (62,917) Foreign income 1,836 1,375 1,069 Total income (loss) from continuing operations before income taxes $ 123,016 $ 96,490 $ (61,848) |
Schedule of provision (benefit) for income taxes | The provision (benefit) for income taxes for 2021, 2020 and 2019 consists of the following (in thousands): Years ended December 31, 2021 2020 2019 Current: Federal $ 532 $ — $ (49) State 4,344 1,316 191 Foreign 183 68 136 Total current 5,059 1,384 278 Deferred: Federal (49,045) — 612 State (4,763) — 172 Foreign (26) (21) (2) Total deferred (53,834) (21) 782 Total provision (benefit) for income taxes $ (48,775) $ 1,363 $ 1,060 |
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 2021, 2020 and 2019 differ from the amounts computed by applying the U.S. federal income tax rate of 21% to income (loss) before income taxes for the following reasons (in thousands): Year ended December 31, 2021 2020 2019 U.S. federal income tax provision (benefit) at statutory rate $ 25,833 $ 20,263 $ (12,988) State income tax expense, net of federal benefit 5,734 3,224 (2,373) Non-deductible executive compensation 1,908 147 — Other, net 110 (165) 399 Gain on subsidiary stock — 360 (855) Delaware gift card litigation reversal — (1,022) — Research and development credit (1,419) (1,266) (1,677) Stock based compensation expense (3,851) 1,839 976 Change in valuation allowance (77,090) (22,017) 17,578 Total provision (benefit) for income taxes $ (48,775) $ 1,363 $ 1,060 |
Schedule of components of deferred tax assets and liabilities | The components of our deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 35,247 $ 88,990 Research and development tax credits 19,551 20,067 Basis difference in equity securities 6,092 8,079 Accrued expenses 5,750 7,168 Unearned revenue 5,431 4,747 Operating lease liabilities 3,128 6,604 Reserves and other 2,835 3,877 Other tax credits and carryforwards 207 253 Intangible assets 135 2,897 Interest expense carryforward — 1,799 Gross deferred tax assets 78,376 144,481 Valuation allowance (11,384) (134,305) Total deferred tax assets 66,992 10,176 Deferred tax liabilities: Basis difference in equity securities (20,831) (218) Operating lease right-of-use assets (3,077) (6,152) Fixed assets (2,264) (2,236) Prepaid expenses (785) (777) Goodwill — (934) Total deferred tax liabilities (26,957) (10,317) Total deferred tax assets (liabilities), net $ 40,035 $ (141) |
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, 2021, 2020 and 2019 is as follows (in thousands): Year ended December 31, 2021 2020 2019 Beginning balance $ 9,638 $ 9,058 $ 7,974 Additions for tax positions related to the current year 1,992 971 1,064 Additions (reductions) for tax positions taken in prior years 331 (35) 20 Reduction due to settlements — (301) — Reduction due to cash payments — (55) — Ending balance $ 11,961 $ 9,638 $ 9,058 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted net income per common share | The following table sets forth the computation of basic and diluted net income (loss) per common share for the periods indicated (in thousands, except per share data): Year ended December 31, 2021 2020 2019 Numerator: Income (loss) from continuing operations $ 171,791 $ 95,127 $ (62,908) Less: Preferred stock dividends—declared and accumulated 729 731 894 Undistributed income (loss) from continuing operations 171,062 94,396 (63,802) Less: Undistributed income (loss) allocated to participating securities 16,409 6,427 (869) Net income (loss) from continuing operations attributable to common stockholders $ 154,653 $ 87,969 $ (62,933) Income (loss) from discontinued operations attributable to stockholders of Overstock.com, Inc. $ 217,581 $ (39,126) $ (58,933) Less: Preferred stock TZROP repurchase loss — — (425) Undistributed income (loss) from discontinued operations 217,581 (39,126) (58,508) Less: Undistributed income (loss) allocated to participating securities 20,870 (2,664) (796) Net income (loss) from discontinued operations attributable to common stockholders 196,711 (36,462) (57,712) Net income (loss) attributable to common stockholders $ 351,364 $ 51,507 $ (120,645) Denominator: Weighted average shares of common shares outstanding—basic 42,981 41,217 34,865 Effect of dilutive securities: Restricted stock awards 351 390 — Weighted average shares of common shares outstanding—diluted 43,332 41,607 34,865 Net income (loss) from continuing operations per share of common stock: Basic $ 3.60 $ 2.13 $ (1.81) Diluted $ 3.57 $ 2.12 $ (1.81) Net income (loss) from discontinued operations per share of common stock: Basic $ 4.58 $ (0.88) $ (1.65) Diluted $ 4.54 $ (0.88) $ (1.65) Net income (loss) per share of common stock: Basic $ 8.18 $ 1.25 $ (3.46) Diluted $ 8.11 $ 1.24 $ (3.46) |
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, 2021 2020 2019 Restricted stock units 170 228 1,051 Employee stock purchase plan 24 — — |
QUARTERLY RESULTS OF OPERATIO_2
QUARTERLY RESULTS OF OPERATIONS (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of unaudited quarterly results of operations data | 23. 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, 2021. 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, June 30, September 30, December 31, (in thousands, except per share data) Consolidated Statement of Operations Data: Net revenue $ 659,861 $ 794,536 $ 689,390 $ 612,659 Cost of goods sold 506,337 619,710 532,682 473,815 Gross profit 153,524 174,826 156,708 138,844 Operating expenses: Sales and marketing 73,538 85,272 75,650 67,970 Technology 30,523 30,383 31,178 30,917 General and administrative 22,871 22,660 21,031 20,837 Total operating expenses 126,932 138,315 127,859 119,724 Operating income 26,592 36,511 28,849 19,120 Interest expense, net (155) (130) (139) (132) Other income (expense), net (226) 298 (79) 12,507 Income before income taxes from continuing operations 26,211 36,679 28,631 31,495 Provision (benefit) for income taxes 193 (45,726) (1,795) (1,447) Income from continuing operations 26,018 82,405 30,426 32,942 Income (loss) from discontinued operations, net of income taxes (10,126) 227,372 — — Consolidated net income $ 15,892 $ 309,777 $ 30,426 $ 32,942 Less: Net loss attributable to noncontrolling interests - discontinued operations (201) (134) — — Net income attributable to stockholders of Overstock.com, Inc. $ 16,093 $ 309,911 $ 30,426 $ 32,942 Net income (loss) attributable to common shares—basic Continuing operations $ 0.57 $ 1.73 $ 0.64 $ 0.69 Discontinued operations (0.23) 4.78 — — Total $ 0.34 $ 6.51 $ 0.64 $ 0.69 Net income (loss) attributable to common shares—diluted Continuing operations $ 0.56 $ 1.72 $ 0.63 $ 0.68 Discontinued operations (0.23) 4.75 — — Total $ 0.33 $ 6.47 $ 0.63 $ 0.68 Weighted average shares of common stock outstanding: Basic 42,885 43,009 43,014 43,016 Diluted 43,320 43,314 43,324 43,370 Three Months Ended March 31, June 30, September 30, December 31, (in thousands, except per share data) Consolidated Statement of Operations Data: Net revenue $ 339,598 $ 766,956 $ 717,695 $ 669,666 Cost of goods sold 265,392 589,044 548,982 519,141 Gross profit 74,206 177,912 168,713 150,525 Operating expenses: Sales and marketing 36,345 79,215 71,292 73,862 Technology 27,281 29,063 29,934 29,970 General and administrative 23,885 20,837 28,625 24,332 Total operating expenses 87,511 129,115 129,851 128,164 Operating income (loss) (13,305) 48,797 38,862 22,361 Interest expense, net (11) (364) (264) (199) Other income (expense), net (287) 246 59 595 Income (loss) before income taxes from continuing operations (13,603) 48,679 38,657 22,757 Provision (benefit) for income taxes 163 840 753 (393) Income (loss) from continuing operations (13,766) 47,839 37,904 23,150 Loss from discontinued operations, net of income taxes (5,799) (13,458) (16,678) (13,021) Consolidated net income (loss) $ (19,565) $ 34,381 $ 21,226 $ 10,129 Less: Net loss attributable to noncontrolling interests - discontinued operations (3,232) (1,975) (2,165) (2,458) Net income (loss) attributable to stockholders of Overstock.com, Inc. $ (16,333) $ 36,356 $ 23,391 $ 12,587 Net income (loss) attributable to common shares—basic Continuing operations $ (0.34) $ 1.12 $ 0.81 $ 0.48 Discontinued operations (0.06) (0.27) (0.31) (0.22) Total $ (0.40) $ 0.85 $ 0.50 $ 0.26 Net income (loss) attributable to common shares—diluted Continuing operations $ (0.34) $ 1.11 $ 0.81 $ 0.48 Discontinued operations (0.06) (0.27) (0.31) (0.22) Total $ (0.40) $ 0.84 $ 0.50 $ 0.26 Weighted average shares of common stock outstanding: Basic 40,158 40,329 41,595 42,765 Diluted 40,158 40,590 42,202 43,326 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | 12 Months Ended |
Dec. 31, 2021website | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of websites | 4 |
ACCOUNTING POLICIES - Supplemen
ACCOUNTING POLICIES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Supplemental disclosures of cash flow information: | |||
Interest paid, net of amounts capitalized | $ 1,775 | $ 1,808 | $ 264 |
Income taxes paid (refunded), net | 2,262 | 1,452 | (1,259) |
Non-cash investing and financing activities: | |||
Proceeds from sale of common stock included in accounts receivable | 0 | 0 | 2,848 |
Recognition of right-of-use assets upon adoption of ASC 842 | $ 0 | $ 0 | $ 29,965 |
ACCOUNTING POLICIES - Additiona
ACCOUNTING POLICIES - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounting Policies [Line Items] | |||
Present value of lease liabilities | $ 13,362,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
Goodwill, Impairment Loss | $ 0 | $ 0 | $ 0 |
Sales return period for which full refund will be granted | 30 days | ||
Net other comprehensive income | $ 16,000 | 15,000 | 16,000 |
Other current assets | 5,071,000 | 6,280,000 | |
Impairments of long-lived assets | 0 | 0 | 0 |
Equity Securities, FV-NI | $ 102,529,000 | 1,127,000 | |
Loyalty program expiration period | 90 days | ||
Gift card and Club-O rewards breakage | $ 6,900,000 | 5,400,000 | $ 4,200,000 |
Unearned revenue | $ 59,387,000 | $ 72,165,000 | |
Advertising Revenue as a Percentage of Total Revenue | 2.00% | 2.00% | 2.00% |
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 | $ 247,000 | $ 155,000 | |
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 | $ 12,584,000 | 17,297,000 | |
Goodwill, Impaired, Accumulated Impairment Loss | 3,300,000 | 3,300,000 | |
Amount of Impairment to Carrying Amount of Regulatory Assets | $ 0 | 0 | |
Maximum | |||
Accounting Policies [Line Items] | |||
Equity method investment, ownership percentage | 20.00% | ||
Minimum | |||
Accounting Policies [Line Items] | |||
Equity method investment, ownership percentage | 20.00% | ||
Accumulated other comprehensive loss | |||
Accounting Policies [Line Items] | |||
Net other comprehensive income | $ 16,000 | $ 15,000 | $ 16,000 |
Series A-1 | |||
Accounting Policies [Line Items] | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 | ||
Series B | |||
Accounting Policies [Line Items] | |||
Preferred stock, par value (in dollars per share) | 0.0001 | ||
Series A | |||
Accounting Policies [Line Items] | |||
Preferred stock, par value (in dollars per share) | $ 0.0001 |
ACCOUNTING POLICIES - Property
ACCOUNTING POLICIES - Property and Equipment, Net (Details) | 12 Months Ended |
Dec. 31, 2021 | |
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 - Equity Se
ACCOUNTING POLICIES - Equity Securities and Marketable Securities (Details) $ in Millions | Dec. 31, 2021USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Amount | $ 342.5 |
Fair Value Measures and Discl_3
Fair Value Measures and Disclosures (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents—Money market mutual funds | $ 0 | $ 0 |
Equity Securities, FV-NI, Noncurrent | 102,529 | 1,127 |
Trading securities held in a "rabbi trust" | 179 | 139 |
Total assets | 102,708 | 1,266 |
Deferred compensation accrual "rabbi trust" | 188 | 148 |
Total liabilities | 188 | 148 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents—Money market mutual funds | 0 | 0 |
Equity Securities, FV-NI, Noncurrent | 174 | 1,127 |
Trading securities held in a "rabbi trust" | 179 | 139 |
Total assets | 353 | 1,266 |
Deferred compensation accrual "rabbi trust" | 188 | 148 |
Total liabilities | 188 | 148 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents—Money market mutual funds | 0 | 0 |
Equity Securities, FV-NI, Noncurrent | 0 | 0 |
Trading securities held in a "rabbi trust" | 0 | 0 |
Total assets | 0 | 0 |
Deferred compensation accrual "rabbi trust" | 0 | 0 |
Total liabilities | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents—Money market mutual funds | 0 | 0 |
Equity Securities, FV-NI, Noncurrent | 102,355 | 0 |
Trading securities held in a "rabbi trust" | 0 | 0 |
Total assets | 102,355 | 0 |
Deferred compensation accrual "rabbi trust" | 0 | 0 |
Total liabilities | $ 0 | $ 0 |
Fair Value Measures and Discl_4
Fair Value Measures and Disclosures - Level 3 Rollforward (Details) - Level 3 $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Level 3 investments at December 31, 2020 | $ 0 |
Increase due to acquisition of Level 3 investments | 99,723 |
Increase in fair value of Level 3 investments | 2,632 |
Level 3 investments at December 31, 2021 | $ 102,355 |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) - USD ($) | Dec. 31, 2021 | Apr. 23, 2021 | Mar. 31, 2021 | Jan. 25, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||
Equity Method Investment, Capital Contribution | $ 3,400,000 | $ 45,000,000 | $ 44,600,000 | |||||||||||||
Equity Method Investments, Fair Value Disclosure | $ 342,500,000 | 288,800,000 | $ 342,500,000 | $ 342,500,000 | $ 342,500,000 | |||||||||||
Income (Loss) from Equity Method Investments | 10,000,000 | (9,953,000) | ||||||||||||||
Disposal Group, Including Discontinued Operation, Cash and Cash Equivalents, Current | 0 | 0 | $ 21,075,000 | 0 | 0 | $ 21,075,000 | ||||||||||
Disposal Group, Including Discontinued Operation, Other Assets, Current | 0 | 0 | 13,054,000 | 0 | 0 | 13,054,000 | ||||||||||
Disposal Group, Including Discontinued Operation, Property, Plant and Equipment, Noncurrent | 0 | 0 | 8,783,000 | 0 | 0 | 8,783,000 | ||||||||||
Disposal Group, Including Discontinued Operation, Intangible Assets, Noncurrent | 0 | 0 | 13,852,000 | 0 | 0 | 13,852,000 | ||||||||||
Disposal Group, Including Discontinued Operation, Goodwill, Noncurrent | 0 | 0 | 28,790,000 | 0 | 0 | 28,790,000 | ||||||||||
Disposal Group, Including Discontinued Operation, Long-Term Investments, Noncurrent | 0 | 0 | 45,878,000 | 0 | 0 | 45,878,000 | ||||||||||
Disposal Group, Including Discontinued Operation, Operating Lease, Right-of-Use Asset, Noncurrent | 0 | 0 | 7,226,000 | 0 | 0 | 7,226,000 | ||||||||||
Disposal Group, Including Discontinued Operation, Other Assets, Noncurrent | 0 | 0 | 1,626,000 | 0 | 0 | 1,626,000 | ||||||||||
Disposal Group, Including Discontinued Operation, Accounts Payable and Accrued Liabilities, Current | 0 | 0 | 11,939,000 | 0 | 0 | 11,939,000 | ||||||||||
Disposal Group, Including Discontinued Operation, Other Liabilities, Current | 0 | 0 | 1,985,000 | 0 | 0 | 1,985,000 | ||||||||||
Disposal Group, Including Discontinued Operation, Operating Lease, Liability, Noncurrent | 0 | 0 | 7,099,000 | 0 | 0 | 7,099,000 | ||||||||||
Disposal Group, Including Discontinued Operation, Other Liabilities, Noncurrent | $ 0 | 0 | 586,000 | $ 0 | 0 | 586,000 | ||||||||||
Operating Income (Loss) | 19,120,000 | $ 28,849,000 | 36,511,000 | $ 26,592,000 | 22,361,000 | $ 38,862,000 | $ 48,797,000 | $ (13,305,000) | 111,072,000 | 96,715,000 | $ (62,407,000) | |||||
Deconsolidation, Gain (Loss), Amount | 243,500,000 | |||||||||||||||
Income (loss) from discontinued operations, net of income taxes | 0 | 0 | 227,372,000 | (10,126,000) | (13,021,000) | (16,678,000) | (13,458,000) | (5,799,000) | 217,246,000 | (48,956,000) | (71,812,000) | |||||
Less: Net loss attributable to noncontrolling interests from discontinued operations | $ 0 | $ 0 | $ (134,000) | $ (201,000) | $ (2,458,000) | $ (2,165,000) | $ (1,975,000) | $ (3,232,000) | (335,000) | (9,830,000) | (12,879,000) | |||||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | 217,581,000 | (39,126,000) | (58,933,000) | |||||||||||||
Discontinued Operations | ||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||
Disposal Group, Including Discontinued Operation, Revenue | 17,394,000 | 55,868,000 | 24,444,000 | |||||||||||||
Disposal Group, Including Discontinued Operation, Costs of Goods Sold | 13,716,000 | 47,691,000 | 19,300,000 | |||||||||||||
Disposal Group, Including Discontinued Operation, Gross Profit (Loss) | 3,678,000 | 8,177,000 | 5,144,000 | |||||||||||||
Disposal Group, Including Discontinues Operations, Technology Expense | 7,133,000 | 20,750,000 | 22,315,000 | |||||||||||||
Disposal Group, Including Discontinued Operation, General and Administrative Expense | 13,509,000 | 31,916,000 | 43,911,000 | |||||||||||||
Disposal Group, Including Discontinued Operation, Operating Expense | 20,642,000 | 52,666,000 | 66,226,000 | |||||||||||||
Disposal Group, Including Discontinued Operation, Operating Income (Loss) | (16,964,000) | (44,489,000) | (61,082,000) | |||||||||||||
Disposal Group, Including Discontinued Operation, Interest Income, Net | 192,000 | 600,000 | 254,000 | |||||||||||||
Disposal Group, Including Discontinued Operation, Other Income | 4,081,000 | |||||||||||||||
Disposal Group, Including Discontinued Operation, Other Expense | (5,441,000) | (11,859,000) | ||||||||||||||
Deconsolidation, Gain (Loss), Amount | 243,541,000 | 0 | 0 | |||||||||||||
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax | 230,850,000 | (49,330,000) | (72,687,000) | |||||||||||||
Discontinued Operation, Tax Effect of Discontinued Operation | 13,604,000 | (374,000) | (875,000) | |||||||||||||
Income (loss) from discontinued operations, net of income taxes | 217,246,000 | (48,956,000) | (71,812,000) | |||||||||||||
Less: Net loss attributable to noncontrolling interests from discontinued operations | (335,000) | (9,830,000) | (12,879,000) | |||||||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | $ 217,581,000 | $ (39,126,000) | $ (58,933,000) | |||||||||||||
Minimum | ||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||
Equity method investment, ownership percentage | 20.00% | 20.00% | 20.00% | 20.00% | ||||||||||||
Level 3 | ||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||
Equity Method Investments, Fair Value Disclosure | $ 149,900,000 | |||||||||||||||
Equity Securities, FV-NI | $ 102,400,000 | $ 102,400,000 | $ 102,400,000 | $ 102,400,000 | ||||||||||||
Level 3 | Assets | Investments, Fair Value Concentration Risk [Member] | ||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||
Concentration Risk, Percentage | 99.70% | |||||||||||||||
Overstock.com, Inc. | Medici Ventures, L.P. | ||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 99.00% | 99.00% | 99.00% | |||||||||||||
Overstock.com, Inc. | tZero.com, Inc. | ||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 41.00% | |||||||||||||||
Equity method investment, ownership percentage | 40.00% | 40.00% | 40.00% | 40.00% | ||||||||||||
Medici Ventures | tZero.com, Inc. | ||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 42.00% | |||||||||||||||
Pelion MV GP, LLC | Medici Ventures, L.P. | ||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||
Limited Liability Company (LLC) or Limited Partnership (LP), Managing Member or General Partner, Ownership Interest | 1.00% | |||||||||||||||
Medici Ventures, L.P. | ||||||||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||||
Partnership Term | 8 years | |||||||||||||||
Operating Income (Loss) | $ 10,100,000 |
DISCONTINUED OPERATIONS - Fair
DISCONTINUED OPERATIONS - Fair Value Inputs (Details) - Level 3 | Apr. 23, 2021 |
Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow, Perpetual Growth | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, FV-NI, Measurement Input | 0.300 |
Measurement Input, Discount Rate | Minimum | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, FV-NI, Measurement Input | 0.090 |
Measurement Input, Discount Rate | Maximum | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, FV-NI, Measurement Input | 0.350 |
Measurement Input, Discount Rate | Weighted Average | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, FV-NI, Measurement Input | 0.324 |
Measurement Input, Discount Rate | Weighted Average | Valuation Technique, Discounted Cash Flow, Perpetual Growth | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, FV-NI, Measurement Input | 0.300 |
Measurement Input, Enterprise Value To Revenue Multiple | Valuation, Market Approach | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, FV-NI, Measurement Input | 0.88 |
Measurement Input, Enterprise Value To Revenue Multiple | Minimum | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, FV-NI, Measurement Input | 0.75 |
Measurement Input, Enterprise Value To Revenue Multiple | Maximum | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, FV-NI, Measurement Input | 5 |
Measurement Input, Enterprise Value To Revenue Multiple | Weighted Average | Valuation, Market Approach | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, FV-NI, Measurement Input | 0.88 |
Measurement Input, Enterprise Value To Revenue Multiple | Weighted Average | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, FV-NI, Measurement Input | 4.40 |
Measurement Input, Revenue Multiple | Valuation Technique, Discounted Cash Flow, Perpetual Growth | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, FV-NI, Measurement Input | 0.257 |
Measurement Input, Revenue Multiple | Minimum | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, FV-NI, Measurement Input | 0.013 |
Measurement Input, Revenue Multiple | Maximum | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, FV-NI, Measurement Input | 1.240 |
Measurement Input, Revenue Multiple | Weighted Average | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, FV-NI, Measurement Input | 1.094 |
Measurement Input, Revenue Multiple | Weighted Average | Valuation Technique, Discounted Cash Flow, Perpetual Growth | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, FV-NI, Measurement Input | 0.257 |
Measurement Input, EBITDA Multiple | Valuation Technique, Discounted Cash Flow, Perpetual Growth | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, FV-NI, Measurement Input | 0.149 |
Measurement Input, EBITDA Multiple | Minimum | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, FV-NI, Measurement Input | 0.052 |
Measurement Input, EBITDA Multiple | Maximum | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, FV-NI, Measurement Input | 0.412 |
Measurement Input, EBITDA Multiple | Weighted Average | Valuation Technique, Discounted Cash Flow, Exit Multiple | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, FV-NI, Measurement Input | 0.363 |
Measurement Input, EBITDA Multiple | Weighted Average | Valuation Technique, Discounted Cash Flow, Perpetual Growth | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, FV-NI, Measurement Input | 0.149 |
Measurement Input, Perpetual Revenue Multiple | Valuation Technique, Discounted Cash Flow, Perpetual Growth | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, FV-NI, Measurement Input | 0.030 |
Measurement Input, Perpetual Revenue Multiple | Weighted Average | Valuation Technique, Discounted Cash Flow, Perpetual Growth | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Equity Securities, FV-NI, Measurement Input | 0.030 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
ACCOUNTS RECEIVABLE | ||
Accounts receivable, gross | $ 23,619 | $ 24,284 |
Less: allowance for credit losses | (2,429) | (1,417) |
Accounts receivable, net | 21,190 | 22,867 |
Credit card receivables | ||
ACCOUNTS RECEIVABLE | ||
Accounts receivable, gross | 14,148 | 16,376 |
Accounts receivable, trade | ||
ACCOUNTS RECEIVABLE | ||
Accounts receivable, gross | 6,501 | 5,039 |
Other receivables | ||
ACCOUNTS RECEIVABLE | ||
Accounts receivable, gross | $ 2,970 | $ 2,869 |
PREPAIDS AND OTHER ASSETS (Deta
PREPAIDS AND OTHER ASSETS (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid maintenance | $ 10,780,000 | $ 9,111,000 |
Other current assets | 5,071,000 | 6,280,000 |
Prepaid Insurance | 3,440,000 | 4,274,000 |
Other Prepaid Expense, Current | 2,317,000 | 2,814,000 |
Prepaid inventories | 242,000 | 245,000 |
Prepaid advertising | 247,000 | 155,000 |
Total prepaids and other current assets | $ 22,097,000 | $ 22,879,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation of property and equipment | $ 18,470 | $ 21,667 | $ 24,634 |
Fixed assets, gross | 338,832 | 327,167 | |
Less: accumulated depreciation | (229,353) | (213,400) | |
Total property and equipment, net | 109,479 | 113,767 | |
Write-off of fully depreciated assets | 1,600 | 25,100 | |
Cost of goods sold — retail | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation of property and equipment | 605 | 680 | 687 |
Technology [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation of property and equipment | 13,801 | 15,708 | 19,258 |
General and administrative | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation of property and equipment | 4,064 | 5,279 | 4,689 |
Computer hardware and software, including internal-use software and website development | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 225,256 | 213,124 | |
Building | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 69,293 | 69,245 | |
Furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 12,067 | 12,165 | |
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 | 9,809 | 9,793 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 2,601 | 3,049 | |
Land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Fixed assets, gross | 7,025 | 7,010 | |
Software Development | |||
Property, Plant and Equipment [Line Items] | |||
Capitalized costs | 6,126 | 10,246 | 7,701 |
Amortization of capitalized costs | $ 7,237 | $ 10,262 | $ 11,683 |
EQUITY SECURITIES (Details)
EQUITY SECURITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Apr. 23, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Income from equity method securities | $ (10,000) | $ 9,953 | ||||||||||||
Fair Value, Option, Changes in Fair Value, Gain (Loss) | 2,632 | |||||||||||||
Carrying value of equity method investments | $ 342,500 | $ 342,500 | 342,500 | 342,500 | ||||||||||
Assets | 1,065,966 | 1,065,966 | $ 830,214 | 1,065,966 | 1,065,966 | $ 830,214 | ||||||||
Liabilities | 321,580 | 321,580 | 393,888 | 321,580 | 321,580 | 393,888 | ||||||||
Stockholders' Equity Attributable to Parent | $ 744,386 | 744,386 | 436,326 | $ 744,386 | 744,386 | 436,326 | $ 177,855 | |||||||
Consolidated net income (loss) | $ 32,942 | $ 30,426 | $ 309,777 | $ 15,892 | 10,129 | $ 21,226 | $ 34,381 | $ (19,565) | $ 389,037 | 46,171 | $ (134,720) | |||
Minimum | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investment, ownership percentage | 20.00% | 20.00% | 20.00% | 20.00% | ||||||||||
Equity Method Investment, Nonconsolidated Investee or Group of Investees | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Assets | $ 319,121 | $ 319,121 | 45,926 | $ 319,121 | $ 319,121 | 45,926 | ||||||||
Liabilities | (21,717) | (21,717) | (24,891) | (21,717) | (21,717) | (24,891) | ||||||||
Stockholders' Equity Attributable to Parent | $ (297,404) | $ (297,404) | $ (21,035) | $ (297,404) | (297,404) | (21,035) | ||||||||
Revenues | 20,801 | 4,788 | ||||||||||||
Income (Loss), Including Portion Attributable to Noncontrolling Interest, before Tax | (18,373) | (36,553) | ||||||||||||
Consolidated net income (loss) | $ (18,435) | $ (36,625) | ||||||||||||
Medici Ventures, L.P. | Overstock.com, Inc. | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Limited Liability Company or Limited Partnership, Members or Limited Partners, Ownership Interest | 99.00% | 99.00% | 99.00% | |||||||||||
tZero.com, Inc. | Overstock.com, Inc. | ||||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||||
Equity method investment, ownership percentage | 40.00% | 40.00% | 40.00% | 40.00% |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||||
Employee-related Liabilities, Current | $ 21,910 | $ 39,610 | ||
Accrued marketing expenses | 15,317 | 20,687 | ||
Accrued Accounts Payable, Current | 25,571 | 13,830 | ||
Allowance for returns | 13,923 | 19,190 | $ 11,106 | $ 15,261 |
Sales and Excise Tax Payable, Current | 8,756 | 11,596 | ||
Accrued freight | 10,982 | 9,309 | ||
Other Accrued Liabilities, Current | 5,278 | 7,623 | ||
Loss Contingency, Accrual, Current | 165 | 1,801 | ||
Total accrued liabilities | $ 101,902 | $ 123,646 |
UNEARNED REVENUE (Details)
UNEARNED REVENUE (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Contract with Customer, Liability [Line Items] | ||
Total unearned revenue | $ 59,387 | $ 72,165 |
Unearned product revenue on undelivered product | ||
Contract with Customer, Liability [Line Items] | ||
Total unearned revenue | 20,689 | 35,952 |
Club O membership fees and reward points | ||
Contract with Customer, Liability [Line Items] | ||
Total unearned revenue | 16,701 | 14,860 |
In store credits | ||
Contract with Customer, Liability [Line Items] | ||
Total unearned revenue | 11,777 | 9,207 |
Up-front Payment Arrangement Before Shipment | ||
Contract with Customer, Liability [Line Items] | ||
Total unearned revenue | 9,107 | 10,489 |
Unredeemed gift cards | ||
Contract with Customer, Liability [Line Items] | ||
Total unearned revenue | 711 | 1,143 |
Other | ||
Contract with Customer, Liability [Line Items] | ||
Total unearned revenue | $ 402 | $ 514 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Mar. 06, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Long-term debt, net | $ 37,984 | $ 41,334 | |
Mezzanine Note [Member] | |||
Debt Instrument [Line Items] | |||
Minimum Net Worth Required for Compliance | 30,000 | ||
Minimum Liquid Assets | 3,000 | ||
Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Minimum Net Worth Required for Mezzanine Note Duration | 30,000 | ||
Minimum Liquid Assets Compliance for Duration of Mezzanine Note | 3,000 | ||
Minimum Net Worth Required for Compliance | 15,000 | ||
Minimum Liquid Assets | 1,000 | ||
Loan Core Capital Funding Corporation [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, net | 41,835 | ||
Senior & Mezzanine Note Total Outstanding | 41,300 | ||
Debt Issuance Costs, Net | 502 | ||
Senior & Mezzanine Note Current liabilities | 3,300 | ||
Long-Term Debt, Maturity, Year One | 3,447 | ||
Long-Term Debt, Maturity, Year Two | 3,606 | ||
Long-Term Debt, Maturity, Year Three | 282 | ||
Long-Term Debt, Maturity, Year Four | 0 | ||
Long-Term Debt, Maturity, Year Five | 0 | ||
Long-Term Debt, Maturity, after Year Five | $ 34,500 | ||
Loan Core Capital Funding Corporation [Member] | Mezzanine Note [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, net | $ 13,000 | ||
Interest rate | 5.002% | ||
Long-term Debt, Term | 10 years | ||
Long-term Debt, Principal and Interest Only Payments | 46 months | ||
Loan Core Capital Funding Corporation [Member] | Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Long-term debt, net | $ 34,500 | ||
Interest rate | 4.242% | ||
Long-term Debt, Term | 10 years | ||
Loan Core Capital Funding Corporation [Member] | Senior and Mezzanine Blended Rate [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 4.45% |
LEASES (Details)
LEASES (Details) | Dec. 31, 2021 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term | 6 years |
LEASES - Leases by Balance Shee
LEASES - Leases by Balance Sheet Location (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 12,584 | $ 17,297 |
Operating lease liabilities, current | 5,402 | 5,152 |
Operating lease liabilities, non-current | $ 7,960 | $ 13,206 |
LEASES - Components of Lease Co
LEASES - Components of Lease Cost and Other Operating Lease Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating Lease, Cost | $ 6,583 | $ 6,352 | $ 7,766 |
Variable Lease, Cost | 1,702 | 1,536 | 1,892 |
Operating Lease, Payments | 6,478 | 7,224 | 9,558 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | 835 | 5,316 | 9,593 |
Derecognition of right-of-use assets | $ 527 | $ 666 | $ 0 |
Operating Lease, Weighted Average Remaining Lease Term | 2 years 8 months 19 days | 3 years 6 months 25 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 7.00% | 7.00% |
LEASES - Operating Lease Maturi
LEASES - Operating Lease Maturities and Future Minimum Payments (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
2022 | $ 6,178 |
2023 | 4,805 |
2024 | 2,773 |
2025 | 665 |
2026 | 250 |
Thereafter | 83 |
Total lease payments | 14,754 |
Less interest | 1,392 |
Present value of lease liabilities | $ 13,362 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Loss contingency, legal proceedings | ||
Accrued liabilities for contingencies | $ 165 | $ 1,800 |
tZERO ATS, LLC [Member] | ||
Loss contingency, legal proceedings | ||
Litigation Settlement, Amount Awarded to Other Party | $ 800 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) $ / shares in Units, $ in Thousands | Aug. 14, 2020USD ($)shares | May 19, 2020shares | Jun. 26, 2019shares | Jul. 31, 2019shares | Dec. 31, 2021USD ($)vote$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Aug. 17, 2021USD ($) | Jun. 30, 2019shares | Dec. 31, 2018shares |
Class of Stock [Line Items] | ||||||||||
Dividend rate (usd per share) | $ / shares | $ 0.16 | |||||||||
Cash paid for preferred stock dividends declared (in usd per share) | $ / shares | $ 0.16 | $ 0.16 | $ 0.16 | |||||||
Sale of Stock, Number of Shares Issued in Transaction | 2,415,000 | |||||||||
Proceeds from Issuance or Sale of Equity | $ | $ 192,700 | |||||||||
Proceeds from sale of common stock included in accounts receivable | $ | $ 0 | $ 0 | $ 2,848 | |||||||
Deferred Offering Costs | $ | $ 11,400 | |||||||||
Preferred stock, votes per share (in vote) | vote | 1 | |||||||||
Stock Repurchase Program, Authorized Amount | $ | $ 100,000 | |||||||||
Series A-1 | ||||||||||
Class of Stock [Line Items] | ||||||||||
Shares issued upon conversion (in shares) | 1 | |||||||||
Preferred stock, shares outstanding | 4,204,000 | 4,204,000 | ||||||||
Preferred Stock, Shares, Dividends Declared | 4,085,445 | |||||||||
Preferred Stock Dividends, Shares | 4,079,030 | |||||||||
Preferred Stock, Shares, Dividends Declared | 4,085,445 | |||||||||
Preferred Stock Dividends, Shares | 4,079,030 | |||||||||
At-The-Market Agreement [Member] | JonesTrading Institutional Services LLC [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 415,904 | 7,590,498 | ||||||||
Proceeds from Issuance or Sale of Equity | $ | $ 85,800 | |||||||||
Deferred Offering Costs | $ | $ 2,000 | |||||||||
Preferred Stock [Member] | Series A | ||||||||||
Class of Stock [Line Items] | ||||||||||
Partners' Capital Account, Units, Converted | 0 | 0 | 2,000 | |||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 2,895 | 127,000 | |||||
Preferred Stock [Member] | Series A-1 | ||||||||||
Class of Stock [Line Items] | ||||||||||
Partners' Capital Account, Units, Converted | 122,526 | 0 | 0 | 125,000 | ||||||
Preferred stock, shares outstanding | 4,204,000 | 4,204,000 | 4,210,000 | 0 | ||||||
Preferred Stock, Shares, Dividends Declared | 0 | 0 | 4,085,000 | |||||||
Preferred Stock, Shares, Dividends Declared | 0 | 0 | 4,085,000 | |||||||
Preferred Stock [Member] | Series A Preferred Stock Exchange [Member] | Series A | ||||||||||
Class of Stock [Line Items] | ||||||||||
Partners' Capital Account, Units, Converted | 122,526 | 2,020 | ||||||||
Preferred Stock [Member] | Series A Preferred Stock Conversion [Member] | Series A | ||||||||||
Class of Stock [Line Items] | ||||||||||
Partners' Capital Account, Units, Converted | 1,144 | 875 |
STOCKHOLDERS' EQUITY - JonesTra
STOCKHOLDERS' EQUITY - JonesTrading (Details) - USD ($) $ in Thousands | Aug. 14, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Stock [Line Items] | ||||
Proceeds from sale of common stock included in accounts receivable | $ 0 | $ 0 | $ 2,848 | |
Sale of Stock, Number of Shares Issued in Transaction | 2,415,000 | |||
Proceeds from Issuance of Common Stock included in Accounts Receivable | $ 2,800 | $ 2,800 | ||
Common Stock, Aggregate Offering Price | $ 150,000 | |||
At-The-Market Agreement [Member] | JonesTrading Institutional Services LLC [Member] | ||||
Class of Stock [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 415,904 | 7,590,498 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Offering (Details) shares in Thousands, $ in Thousands | Aug. 14, 2020USD ($)shares |
Equity [Abstract] | |
Sale of Stock, Number of Shares Issued in Transaction | shares | 2,415 |
Proceeds from Issuance or Sale of Equity | $ 192,700 |
Deferred Offering Costs | $ 11,400 |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock (Details) | May 19, 2020shares |
Series A-1 | |
Class of Stock [Line Items] | |
Preferred Stock Dividends, Shares | 4,079,030 |
STOCK-BASED AWARDS (Details)
STOCK-BASED AWARDS (Details) - USD ($) | May 13, 2021 | Mar. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
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 | $ 11,133,000 | $ 7,841,000 | $ 16,160,000 | ||
Weighted Average Grant Date Fair Value | |||||
Common stock, shares issued (in shares) | 46,625,000 | 46,331,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award Monetary Cap | $ 21,250 | ||||
Share-based Compensation Arrangement by Share-based Payment Award Offering Period Duration | 24 months | ||||
Share-based Compensation Arrangement by Share-based Payment Award Number of Six Month Purchase Periods | 6 months | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent | 85.00% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,000,000 | ||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans | 0 | ||||
Employee Benefits and Share-based Compensation | $ 863,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 25.00% | ||||
Cost of goods sold — retail | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 102,000 | $ 169,000 | 212,000 | ||
Sales and marketing | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 987,000 | 799,000 | 1,915,000 | ||
Technology [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | 3,799,000 | 1,654,000 | 5,245,000 | ||
General and administrative | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense | $ 6,245,000 | $ 5,219,000 | $ 8,788,000 | ||
Restricted stock awards | |||||
Units | |||||
Outstanding-beginning of year (in shares) | 559,000 | 639,000 | 1,051,000 | 559,000 | |
Granted at fair value (in shares) | 415,000 | 484,000 | 982,000 | ||
Vested (in shares) | (294,000) | (710,000) | (270,000) | ||
Forfeited (in shares) | (97,000) | (186,000) | (220,000) | ||
Outstanding-end of period (in shares) | 663,000 | 639,000 | 1,051,000 | ||
Weighted Average Grant Date Fair Value | |||||
Outstanding-beginning of year (in dollars per share) | $ 44.08 | $ 17.98 | $ 26.22 | $ 44.08 | |
Granted at fair value (in dollars per share) | 92.29 | 10.39 | 17.80 | ||
Vested (in dollars per share) | 24.88 | 23.58 | 34.92 | ||
Forfeited (in dollars per share) | 52.26 | 23.43 | 23.36 | ||
Outstanding-end of period (in dollars per share) | $ 56.37 | $ 17.98 | $ 26.22 | ||
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 |
STOCK-BASED AWARDS - Additional
STOCK-BASED AWARDS - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 13, 2021 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 11,133 | $ 7,841 | $ 16,160 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate | 25.00% | |||||
Restricted stock awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares available for future grants | 1,700,000 | |||||
Granted at fair value (in shares) | 415,000 | 484,000 | 982,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 663,000 | 639,000 | 1,051,000 | 559,000 | ||
Granted at fair value (in dollars per share) | $ 92.29 | $ 10.39 | $ 17.80 | |||
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 | 33.40% | |||||
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 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instrument Other Than Option, Cumulative Grant Date Fair Value | $ 8,600 |
EMPLOYEE RETIREMENT PLAN (Detai
EMPLOYEE RETIREMENT PLAN (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
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 | $ 5,200,000 | $ 4,900,000 | $ 4,600,000 |
Discretionary contributions | $ 0 | $ 0 | $ 0 |
REVENUE AND CONTRACT LIABILIT_2
REVENUE AND CONTRACT LIABILITY (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Unearned revenue | $ 59,387 | $ 72,165 | |
Gift card and Club-O rewards breakage | 6,900 | 5,400 | $ 4,200 |
Club O Reward Points [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Unearned revenue | $ 10,000 | $ 8,600 |
REVENUE AND CONTRACT LIABILIT_3
REVENUE AND CONTRACT LIABILITY - Sales Returns Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |||
Allowance for returns, beginning of period | $ 19,190 | $ 11,106 | $ 15,261 |
Additions to the allowance | 237,622 | 204,810 | 117,039 |
Deductions from the allowance | (242,889) | (196,726) | (121,194) |
Allowance for returns, end of period | $ 13,923 | $ 19,190 | $ 11,106 |
REVENUE AND CONTRACT LIABILIT_4
REVENUE AND CONTRACT LIABILITY - Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Unearned revenue, beginning balance | $ 72,165 | $ 41,116 |
Increase (Decrease) in Contract with Customer, Liability | 51,384 | 66,070 |
Contract with Customer, Liability, Revenue Recognized | (64,162) | (35,021) |
Unearned revenue, ending balance | $ 59,387 | $ 72,165 |
OTHER INCOME (EXPENSE), NET (De
OTHER INCOME (EXPENSE), NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Other Income and Expenses [Abstract] | |||||||||||
Equity Securities, Gain (Loss) | $ (1,238) | $ 305 | $ (1,814) | ||||||||
Income (Loss) from Equity Method Investments, Net of Dividends or Distributions | 12,585 | 0 | 0 | ||||||||
Other | 1,153 | 308 | 1,172 | ||||||||
Other income (expense), net | $ 12,507 | $ (79) | $ 298 | $ (226) | $ 595 | $ 59 | $ 246 | $ (287) | $ 12,500 | $ 613 | $ (642) |
INCOME TAXES (Income Before Inc
INCOME TAXES (Income Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
United States income (loss) | $ 121,180 | $ 95,115 | $ (62,917) |
Foreign income | 1,836 | 1,375 | 1,069 |
Income (loss) before income taxes from continuing operations | $ 123,016 | $ 96,490 | $ (61,848) |
INCOME TAXES (Provision) (Detai
INCOME TAXES (Provision) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||||||||||
Federal | $ 532 | $ 0 | $ (49) | ||||||||
State | 4,344 | 1,316 | 191 | ||||||||
Foreign | 183 | 68 | 136 | ||||||||
Total current | 5,059 | 1,384 | 278 | ||||||||
Deferred: | |||||||||||
Federal | (49,045) | 0 | 612 | ||||||||
State | (4,763) | 0 | 172 | ||||||||
Foreign | (26) | (21) | (2) | ||||||||
Total deferred | (53,834) | (21) | 782 | ||||||||
Total provision (benefit) for income taxes | $ (1,447) | $ (1,795) | $ (45,726) | $ 193 | $ (393) | $ 753 | $ 840 | $ 163 | $ (48,775) | $ 1,363 | $ 1,060 |
INCOME TAXES (Additional Inform
INCOME TAXES (Additional Information) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
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 | $ 25,833,000 | $ 20,263,000 | $ (12,988,000) | ||||||||
State income tax expense, net of federal benefit | 5,734,000 | 3,224,000 | (2,373,000) | ||||||||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Executive Compensation, Amount | 1,908,000 | 147,000 | 0 | ||||||||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Other, Amount | 110,000 | (165,000) | 399,000 | ||||||||
Effective Income Tax Rate Reconciliation, Gain on Subsidiary Stock, Amount | 0 | 360,000 | (855,000) | ||||||||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amount | 0 | (1,022,000) | 0 | ||||||||
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount | (1,419,000) | (1,266,000) | (1,677,000) | ||||||||
Stock based compensation expense | (3,851,000) | 1,839,000 | 976,000 | ||||||||
Change in valuation allowance | (77,090,000) | (22,017,000) | 17,578,000 | ||||||||
Total provision (benefit) for income taxes | $ (1,447,000) | $ (1,795,000) | $ (45,726,000) | $ 193,000 | $ (393,000) | $ 753,000 | $ 840,000 | $ 163,000 | (48,775,000) | 1,363,000 | 1,060,000 |
Deferred tax assets: | |||||||||||
Net operating loss carryforwards | 35,247,000 | 88,990,000 | 35,247,000 | 88,990,000 | |||||||
Deferred Tax Assets, Tax Credit Carryforwards, Research | 19,551,000 | 20,067,000 | 19,551,000 | 20,067,000 | |||||||
Deferred Tax Assets, Equity Method Investments | 6,092,000 | 8,079,000 | 6,092,000 | 8,079,000 | |||||||
Accrued expenses | 5,750,000 | 7,168,000 | 5,750,000 | 7,168,000 | |||||||
Deferred Tax Assets, Deferred Income | 5,431,000 | 4,747,000 | 5,431,000 | 4,747,000 | |||||||
Operating lease liabilities | 3,128,000 | 6,604,000 | 3,128,000 | 6,604,000 | |||||||
Deferred Tax Assets Tax Deferred Expense Reserves and Accruals Reserves and Other | 2,835,000 | 3,877,000 | 2,835,000 | 3,877,000 | |||||||
Deferred Tax Assets, Other Tax Credit Carryforwards | 207,000 | 253,000 | 207,000 | 253,000 | |||||||
Deferred Tax Assets, Goodwill and Intangible Assets | 135,000 | 2,897,000 | 135,000 | 2,897,000 | |||||||
Deferred Tax Asset, Interest Carryforward | 0 | 1,799,000 | 0 | 1,799,000 | |||||||
Gross deferred tax assets | 78,376,000 | 144,481,000 | 78,376,000 | 144,481,000 | |||||||
Valuation allowance | (11,384,000) | (134,305,000) | (11,384,000) | (134,305,000) | |||||||
Total deferred tax assets | 66,992,000 | 10,176,000 | 66,992,000 | 10,176,000 | |||||||
Deferred tax liabilities: | |||||||||||
Basis difference in equity securities | (20,831,000) | (218,000) | (20,831,000) | (218,000) | |||||||
Deferred Tax Liabilities, Leasing Arrangements | 3,077,000 | 6,152,000 | 3,077,000 | 6,152,000 | |||||||
Deferred Tax Liabilities, Property, Plant and Equipment | 2,264,000 | 2,236,000 | 2,264,000 | 2,236,000 | |||||||
Prepaid expenses | (785,000) | (777,000) | (785,000) | (777,000) | |||||||
Deferred Tax Liabilities, Goodwill | 0 | 934,000 | 0 | 934,000 | |||||||
Total deferred tax liabilities | (26,957,000) | (10,317,000) | (26,957,000) | (10,317,000) | |||||||
Deferred Tax Liabilities, Net | (141,000) | (141,000) | |||||||||
Total deferred tax assets (liabilities), net | 40,035,000 | 40,035,000 | |||||||||
Unrecognized tax benefits that would impact effective tax rate | 12,000,000 | 9,600,000 | 12,000,000 | 9,600,000 | $ 9,100,000 | ||||||
Interest and penalties accrued on tax contingencies | 753,000 | 340,000 | 753,000 | 340,000 | |||||||
Indefinitely reinvested foreign earnings | 5,700,000 | 5,700,000 | |||||||||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 53,800,000 | ||||||||||
Disposal Group, Including Discontinued Operation, Deferred Tax Liabilities | 178,000 | 178,000 | |||||||||
Disposal Group, Including Discontinued Operation, Deferred Tax Assets | 37,000 | 37,000 | |||||||||
Disposal Group, Including Discontinued Operation, Deferred Tax Liabilities | $ 178,000 | $ 178,000 | |||||||||
Federal | |||||||||||
Deferred tax liabilities: | |||||||||||
Net operating loss carryforwards | 135,200,000 | 135,200,000 | |||||||||
Internal Revenue Service (IRS) | |||||||||||
Deferred tax assets: | |||||||||||
Deferred Tax Assets, Tax Credit Carryforwards, Research | 21,400,000 | 21,400,000 | |||||||||
State and local jurisdictions | |||||||||||
Deferred tax assets: | |||||||||||
Deferred Tax Assets, Tax Credit Carryforwards, Research | 9,000,000 | 9,000,000 | |||||||||
Deferred tax liabilities: | |||||||||||
Net operating loss carryforwards | 37,400,000 | 37,400,000 | |||||||||
State and local jurisdictions | Tax Year 2022 | |||||||||||
Deferred tax liabilities: | |||||||||||
Net operating loss carryforwards | 16,200,000 | 16,200,000 | |||||||||
State and local jurisdictions | Tax Year 2026 - 2039 | |||||||||||
Deferred tax liabilities: | |||||||||||
Net operating loss carryforwards | $ 89,200,000 | $ 89,200,000 |
INCOME TAXES (Reconciliation of
INCOME TAXES (Reconciliation of Tax Contingencies) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of beginning and ending tax contingencies, excluding interest and penalties | |||
Beginning balance | $ 9,638 | $ 9,058 | $ 7,974 |
Additions for tax positions related to the current year | 1,992 | 971 | 1,064 |
Additions (reductions) for tax positions taken in prior years | (35) | ||
Additions (reductions) for tax positions taken in prior years | 331 | 20 | |
Unrecognized Tax Benefits, Decreases Resulting From Settlements | 0 | (301) | 0 |
Unrecognized Tax Benefits, Decrease Resulting From Cash Payments | 0 | (55) | 0 |
Ending balance | $ 11,961 | $ 9,638 | $ 9,058 |
NET INCOME (LOSS) PER SHARE (De
NET INCOME (LOSS) PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||||||||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ 32,942 | $ 30,426 | $ 82,405 | $ 26,018 | $ 23,150 | $ 37,904 | $ 47,839 | $ (13,766) | $ 171,791 | $ 95,127 | $ (62,908) |
Preferred Stock Dividends, Income Statement Impact | 729 | 731 | 894 | ||||||||
Net Income (Loss) Available To Common Stockholders, Before Undistributed Earnings (Loss) Allocated To Participating Securities, Basic | 171,062 | 94,396 | (63,802) | ||||||||
Less: Undistributed loss allocated to participating securities | 16,409 | 6,427 | (869) | ||||||||
Net Income (Loss) from Continuing Operations Available to Common Shareholders, Basic | 154,653 | 87,969 | (62,933) | ||||||||
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent | 217,581 | (39,126) | (58,933) | ||||||||
Gain (Loss) On Repurchase Of Crypocurrencies | 0 | 0 | (425) | ||||||||
Net Income (Loss) From Discontinued Operations Available to Common Stockholders, Before Undistributed Earnings (Loss) Allocated to Participating Securities, Basic | 217,581 | (39,126) | (58,508) | ||||||||
Undistributed Discontinued Operation Earnings (Loss), Allocation to Participating Securities, Basic | 20,870 | (2,664) | (796) | ||||||||
Net Income (Loss) from Discontinued Operations Available to Common Shareholders, Basic | 196,711 | (36,462) | (57,712) | ||||||||
Net loss attributable to common shares | $ 351,364 | $ 51,507 | $ (120,645) | ||||||||
Basic | 43,016 | 43,014 | 43,009 | 42,885 | 42,765 | 41,595 | 40,329 | 40,158 | 42,981 | 41,217 | 34,865 |
Stock options and restricted stock awards (in shares) | 351 | 390 | 0 | ||||||||
Diluted | 43,370 | 43,324 | 43,314 | 43,320 | 43,326 | 42,202 | 40,590 | 40,158 | 43,332 | 41,607 | 34,865 |
Net income (loss) attributable to common shares—basic, continuing operations | $ 0.69 | $ 0.64 | $ 1.73 | $ 0.57 | $ 0.48 | $ 0.81 | $ 1.12 | $ (0.34) | $ 3.60 | $ 2.13 | $ (1.81) |
Net income (loss) attributable to common shares—diluted, continuing operations | 0.68 | 0.63 | 1.72 | 0.56 | 0.48 | 0.81 | 1.11 | (0.34) | 3.57 | 2.12 | (1.81) |
Net income (loss) attributable to common shares—basic, discontinued operations | 0 | 0 | 4.78 | (0.23) | (0.22) | (0.31) | (0.27) | (0.06) | 4.58 | (0.88) | (1.65) |
Net income (loss) attributable to common shares—diluted, discontinued operations | 0 | 0 | 4.75 | (0.23) | (0.22) | (0.31) | (0.27) | (0.06) | 4.54 | (0.88) | (1.65) |
Earnings Per Share, Basic | 0.69 | 0.64 | 6.51 | 0.34 | 0.26 | 0.50 | 0.85 | (0.40) | 8.18 | 1.25 | (3.46) |
Earnings Per Share, Diluted | $ 0.68 | $ 0.63 | $ 6.47 | $ 0.33 | $ 0.26 | $ 0.50 | $ 0.84 | $ (0.40) | $ 8.11 | $ 1.24 | $ (3.46) |
Stock options and restricted stock awards | |||||||||||
Anti-dilutive securities excluded from computation of earnings per share | |||||||||||
Stock options and restricted stock units (in shares) | 170 | 228 | 1,051 | ||||||||
Employee stock purchase plan | |||||||||||
Anti-dilutive securities excluded from computation of earnings per share | |||||||||||
Stock options and restricted stock units (in shares) | 24 | 0 | 0 |
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, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue, net | |||||||||||
Net revenue | $ 612,659 | $ 689,390 | $ 794,536 | $ 659,861 | $ 669,666 | $ 717,695 | $ 766,956 | $ 339,598 | $ 2,756,446 | $ 2,493,915 | $ 1,434,974 |
Cost of Revenue [Abstract] | |||||||||||
Cost of goods sold | 473,815 | 532,682 | 619,710 | 506,337 | 519,141 | 548,982 | 589,044 | 265,392 | 2,132,544 | 1,922,559 | 1,147,025 |
Gross profit | 138,844 | 156,708 | 174,826 | 153,524 | 150,525 | 168,713 | 177,912 | 74,206 | 623,902 | 571,356 | 287,949 |
Operating expenses: | |||||||||||
Sales and marketing | 67,970 | 75,650 | 85,272 | 73,538 | 73,862 | 71,292 | 79,215 | 36,345 | 302,430 | 260,714 | 140,604 |
Technology | 30,917 | 31,178 | 30,383 | 30,523 | 29,970 | 29,934 | 29,063 | 27,281 | 123,001 | 116,248 | 113,023 |
General and administrative | 20,837 | 21,031 | 22,660 | 22,871 | 24,332 | 28,625 | 20,837 | 23,885 | 87,399 | 97,679 | 96,729 |
Total operating expenses | 119,724 | 127,859 | 138,315 | 126,932 | 128,164 | 129,851 | 129,115 | 87,511 | 512,830 | 474,641 | 350,356 |
Operating Income (Loss) | 19,120 | 28,849 | 36,511 | 26,592 | 22,361 | 38,862 | 48,797 | (13,305) | 111,072 | 96,715 | (62,407) |
Interest Income (Expense), Net | (132) | (139) | (130) | (155) | (199) | (264) | (364) | (11) | (556) | (838) | 1,201 |
Other income (expense), net | 12,507 | (79) | 298 | (226) | 595 | 59 | 246 | (287) | 12,500 | 613 | (642) |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 31,495 | 28,631 | 36,679 | 26,211 | 22,757 | 38,657 | 48,679 | (13,603) | 123,016 | 96,490 | (61,848) |
Provision (benefit) for income taxes | (1,447) | (1,795) | (45,726) | 193 | (393) | 753 | 840 | 163 | (48,775) | 1,363 | 1,060 |
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | 32,942 | 30,426 | 82,405 | 26,018 | 23,150 | 37,904 | 47,839 | (13,766) | 171,791 | 95,127 | (62,908) |
Income (loss) from discontinued operations, net of income taxes | 0 | 0 | 227,372 | (10,126) | (13,021) | (16,678) | (13,458) | (5,799) | 217,246 | (48,956) | (71,812) |
Consolidated net income (loss) | 32,942 | 30,426 | 309,777 | 15,892 | 10,129 | 21,226 | 34,381 | (19,565) | 389,037 | 46,171 | (134,720) |
Less: Net loss attributable to noncontrolling interests from discontinued operations | 0 | 0 | (134) | (201) | (2,458) | (2,165) | (1,975) | (3,232) | (335) | (9,830) | (12,879) |
Net income (loss) attributable to stockholders of Overstock.com, Inc. | $ 32,942 | $ 30,426 | $ 309,911 | $ 16,093 | $ 12,587 | $ 23,391 | $ 36,356 | $ (16,333) | $ 389,372 | $ 56,001 | $ (121,841) |
Earnings Per Share, Basic [Abstract] | |||||||||||
Net income (loss) attributable to common shares—basic, continuing operations | $ 0.69 | $ 0.64 | $ 1.73 | $ 0.57 | $ 0.48 | $ 0.81 | $ 1.12 | $ (0.34) | $ 3.60 | $ 2.13 | $ (1.81) |
Net income (loss) attributable to common shares—basic, discontinued operations | 0 | 0 | 4.78 | (0.23) | (0.22) | (0.31) | (0.27) | (0.06) | 4.58 | (0.88) | (1.65) |
Total | $ 0.69 | $ 0.64 | $ 6.51 | $ 0.34 | $ 0.26 | $ 0.50 | $ 0.85 | $ (0.40) | $ 8.18 | $ 1.25 | $ (3.46) |
Basic | 43,016 | 43,014 | 43,009 | 42,885 | 42,765 | 41,595 | 40,329 | 40,158 | 42,981 | 41,217 | 34,865 |
Net income per common share-diluted: | |||||||||||
Net income (loss) attributable to common shares—diluted, continuing operations | $ 0.68 | $ 0.63 | $ 1.72 | $ 0.56 | $ 0.48 | $ 0.81 | $ 1.11 | $ (0.34) | $ 3.57 | $ 2.12 | $ (1.81) |
Net income (loss) attributable to common shares—diluted, discontinued operations | 0 | 0 | 4.75 | (0.23) | (0.22) | (0.31) | (0.27) | (0.06) | 4.54 | (0.88) | (1.65) |
Earnings Per Share, Diluted | $ 0.68 | $ 0.63 | $ 6.47 | $ 0.33 | $ 0.26 | $ 0.50 | $ 0.84 | $ (0.40) | $ 8.11 | $ 1.24 | $ (3.46) |
Diluted | 43,370 | 43,324 | 43,314 | 43,320 | 43,326 | 42,202 | 40,590 | 40,158 | 43,332 | 41,607 | 34,865 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - tZero.com, Inc. - Subsequent Event - Overstock.com, Inc. $ in Millions | Feb. 22, 2022USD ($) |
Subsequent Event [Line Items] | |
Payments to Acquire Equity Method Investments | $ 15 |
Sale of Stock, Percentage of Ownership before Transaction | 40.00% |
Sale of Stock, Percentage of Ownership after Transaction | 34.00% |
Schedule II Valuation and Qua_2
Schedule II Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred tax valuation allowance | |||
Valuation and Qualifying Accounts | |||
Balance at Beginning of Year | $ 134,305 | $ 146,856 | $ 114,523 |
Charged to Expense | (77,090) | (13,066) | 32,333 |
Deductions | 45,831 | (515) | 0 |
Balance at End of Year | 11,384 | 134,305 | 146,856 |
Allowance for sales returns | |||
Valuation and Qualifying Accounts | |||
Balance at Beginning of Year | 19,190 | 11,106 | 15,261 |
Charged to Expense | 237,622 | 204,810 | 117,039 |
Deductions | 242,889 | 196,726 | 121,194 |
Balance at End of Year | 13,923 | 19,190 | 11,106 |
Allowance for doubtful accounts | |||
Valuation and Qualifying Accounts | |||
Balance at Beginning of Year | 1,417 | 2,443 | 2,095 |
Charged to Expense | 1,012 | 1,008 | 634 |
Deductions | 0 | 2,034 | 286 |
Balance at End of Year | $ 2,429 | $ 1,417 | $ 2,443 |