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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
|
|
87-0634302
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(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
799 West Coliseum Way, Midvale, Utah
|
|
84047
|
(Address of principal executive offices)
|
|
(Zip Code)
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(801) 947-3100
|
||
(Registrant's telephone number, including area code)
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
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Common Stock, $0.0001 par value
|
|
OSTK
|
|
NASDAQ Global Market
|
|
|
|
Page
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Item 1.
|
||
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
|
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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March 31,
2019 |
|
December 31,
2018 |
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
119,632
|
|
|
$
|
141,512
|
|
Restricted cash
|
2,483
|
|
|
1,302
|
|
||
Accounts receivable, net
|
30,819
|
|
|
35,930
|
|
||
Inventories, net
|
13,554
|
|
|
14,108
|
|
||
Prepaids and other current assets
|
18,465
|
|
|
22,415
|
|
||
Total current assets
|
184,953
|
|
|
215,267
|
|
||
Property and equipment, net
|
131,656
|
|
|
134,687
|
|
||
Intangible assets, net
|
17,243
|
|
|
13,370
|
|
||
Goodwill
|
25,434
|
|
|
22,895
|
|
||
Equity securities
|
48,466
|
|
|
60,427
|
|
||
Operating lease right-of-use assets
|
37,262
|
|
|
—
|
|
||
Other long-term assets, net
|
7,875
|
|
|
14,573
|
|
||
Total assets
|
$
|
452,889
|
|
|
$
|
461,219
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
74,658
|
|
|
$
|
102,574
|
|
Accrued liabilities
|
81,224
|
|
|
87,858
|
|
||
Deferred revenue
|
39,938
|
|
|
50,578
|
|
||
Operating lease liabilities, current
|
5,726
|
|
|
—
|
|
||
Other current liabilities
|
482
|
|
|
476
|
|
||
Total current liabilities
|
202,028
|
|
|
241,486
|
|
||
Long-term debt, net
|
3,098
|
|
|
3,069
|
|
||
Operating lease liabilities, non-current
|
36,108
|
|
|
—
|
|
||
Other long-term liabilities
|
2,093
|
|
|
5,958
|
|
||
Total liabilities
|
243,327
|
|
|
250,513
|
|
||
Commitments and contingencies (Note 7)
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
|
|
||
Preferred stock, $0.0001 par value, authorized shares - 5,000
|
|
|
|
|
|
||
Series A, issued and outstanding - 127 and 127
|
—
|
|
|
—
|
|
||
Series B, issued and outstanding - 355 and 355
|
—
|
|
|
—
|
|
||
Common stock, $0.0001 par value, Authorized shares - 100,000
|
|
|
|
|
|
||
Issued shares - 37,802 and 35,346
|
|
|
|
|
|
||
Outstanding shares - 34,483 and 32,146
|
3
|
|
|
3
|
|
||
Additional paid-in capital
|
701,877
|
|
|
657,981
|
|
||
Accumulated deficit
|
(497,716
|
)
|
|
(458,897
|
)
|
||
Accumulated other comprehensive loss
|
(580
|
)
|
|
(584
|
)
|
||
Treasury stock at cost - 3,319 and 3,200
|
(68,753
|
)
|
|
(66,757
|
)
|
||
Equity attributable to stockholders of Overstock.com, Inc.
|
134,831
|
|
|
131,746
|
|
||
Equity attributable to noncontrolling interests
|
74,731
|
|
|
78,960
|
|
||
Total stockholders' equity
|
209,562
|
|
|
210,706
|
|
||
Total liabilities and stockholders' equity
|
$
|
452,889
|
|
|
$
|
461,219
|
|
|
Three months ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Revenue, net
|
|
|
|
|
|
||
Retail
|
$
|
362,625
|
|
|
$
|
439,996
|
|
Other
|
5,104
|
|
|
5,335
|
|
||
Total net revenue
|
367,729
|
|
|
445,331
|
|
||
Cost of goods sold
|
|
|
|
|
|
||
Retail
(1)
|
290,640
|
|
|
347,580
|
|
||
Other
|
3,965
|
|
|
3,882
|
|
||
Total cost of goods sold
|
294,605
|
|
|
351,462
|
|
||
Gross profit
|
73,124
|
|
|
93,869
|
|
||
Operating expenses:
|
|
|
|
|
|
||
Sales and marketing
(1)
|
33,477
|
|
|
77,214
|
|
||
Technology
(1)
|
35,433
|
|
|
31,294
|
|
||
General and administrative
(1)
|
40,232
|
|
|
39,755
|
|
||
Total operating expenses
|
109,142
|
|
|
148,263
|
|
||
Operating loss
|
(36,018
|
)
|
|
(54,394
|
)
|
||
Interest income
|
403
|
|
|
544
|
|
||
Interest expense
|
(127
|
)
|
|
(874
|
)
|
||
Other income (expense), net
|
(6,272
|
)
|
|
(9
|
)
|
||
Loss before income taxes
|
(42,014
|
)
|
|
(54,733
|
)
|
||
Provision (benefit) from income taxes
|
878
|
|
|
(277
|
)
|
||
Net loss
|
$
|
(42,892
|
)
|
|
$
|
(54,456
|
)
|
Less: Net loss attributable to noncontrolling interests
|
(3,648
|
)
|
|
(3,547
|
)
|
||
Net loss attributable to stockholders of Overstock.com, Inc.
|
$
|
(39,244
|
)
|
|
$
|
(50,909
|
)
|
Net loss per common share—basic:
|
|
|
|
|
|
||
Net loss attributable to common shares—basic
|
$
|
(1.18
|
)
|
|
$
|
(1.74
|
)
|
Weighted average common shares outstanding—basic
|
32,370
|
|
|
28,566
|
|
||
Net loss per common share—diluted:
|
|
|
|
|
|
||
Net loss attributable to common shares—diluted
|
$
|
(1.18
|
)
|
|
$
|
(1.74
|
)
|
Weighted average common shares outstanding—diluted
|
32,370
|
|
|
28,566
|
|
(1) Includes stock-based compensation as follows (Note 10):
|
|
|
|
|
|
||
Cost of goods sold — retail
|
$
|
47
|
|
|
$
|
70
|
|
Sales and marketing
|
441
|
|
|
873
|
|
||
Technology
|
1,227
|
|
|
521
|
|
||
General and administrative
|
2,270
|
|
|
4,971
|
|
||
Total
|
$
|
3,985
|
|
|
$
|
6,435
|
|
|
Three months ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Net loss
|
$
|
(42,892
|
)
|
|
$
|
(54,456
|
)
|
Other comprehensive loss:
|
|
|
|
||||
Unrealized gain on cash flow hedges, net of expense for taxes of $0, and $0
|
4
|
|
|
4
|
|
||
Other comprehensive income
|
4
|
|
|
4
|
|
||
Comprehensive loss
|
$
|
(42,888
|
)
|
|
$
|
(54,452
|
)
|
Less: Comprehensive loss attributable to noncontrolling interests
|
(3,648
|
)
|
|
(3,547
|
)
|
||
Comprehensive loss attributable to stockholders of Overstock.com, Inc.
|
$
|
(39,240
|
)
|
|
$
|
(50,905
|
)
|
|
Three months ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Equity attributable to stockholders of Overstock.com, Inc.
|
|
|
|
|
|||
Number of common shares issued
|
|
|
|
||||
Balance at beginning of period
|
35,346
|
|
|
30,632
|
|
||
Common stock issued upon vesting of restricted stock
|
242
|
|
|
166
|
|
||
Exercise of stock warrants
|
—
|
|
|
1,250
|
|
||
Common stock sold through ATM offering
|
2,214
|
|
|
—
|
|
||
Balance at end of period
|
37,802
|
|
|
32,048
|
|
||
|
|
|
|
||||
Number of treasury stock shares
|
|
|
|
||||
Balance at beginning of period
|
3,200
|
|
|
3,135
|
|
||
Common stock repurchased through business combination
|
47
|
|
|
—
|
|
||
Tax withholding upon vesting of restricted stock
|
72
|
|
|
47
|
|
||
Balance at end of period
|
3,319
|
|
|
3,182
|
|
||
Total number of outstanding shares
|
34,483
|
|
|
28,866
|
|
||
|
|
|
|
||||
Common stock
|
$
|
3
|
|
|
$
|
3
|
|
|
|
|
|
||||
Number of Series A preferred shares issued and outstanding
|
127
|
|
|
127
|
|
||
|
|
|
|
||||
Number of Series B preferred shares issued and outstanding
|
355
|
|
|
555
|
|
||
|
|
|
|
||||
Preferred stock
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Additional paid-in capital
|
|
|
|
||||
Balance at beginning of period
|
$
|
657,981
|
|
|
$
|
494,732
|
|
Stock-based compensation to employees and directors
|
3,985
|
|
|
2,395
|
|
||
Exercise of stock warrants
|
—
|
|
|
50,562
|
|
||
Common stock sold through ATM offering, net
|
39,914
|
|
|
—
|
|
||
Other
|
(3
|
)
|
|
(505
|
)
|
||
Balance at end of period
|
$
|
701,877
|
|
|
$
|
547,184
|
|
|
|
|
|
||||
Accumulated deficit
|
|
|
|
||||
Balance at beginning of period
|
$
|
(458,897
|
)
|
|
$
|
(254,692
|
)
|
Cumulative effect of change in accounting principle
|
—
|
|
|
5,040
|
|
||
Net loss attributable to stockholders of Overstock.com, Inc.
|
(39,244
|
)
|
|
(50,909
|
)
|
||
Other
|
425
|
|
|
—
|
|
||
Balance at end of period
|
$
|
(497,716
|
)
|
|
$
|
(300,561
|
)
|
|
|
|
|
||||
Accumulated other comprehensive loss
|
|
|
|
||||
Balance at beginning of period
|
$
|
(584
|
)
|
|
$
|
(599
|
)
|
Net other comprehensive income
|
4
|
|
|
4
|
|
||
Balance at end of period
|
$
|
(580
|
)
|
|
$
|
(595
|
)
|
|
|
|
|
||||
Treasury stock
|
|
|
|
||||
Balance at beginning of period
|
$
|
(66,757
|
)
|
|
$
|
(63,816
|
)
|
Common stock repurchased through business combination
|
(643
|
)
|
|
—
|
|
||
Tax withholding upon vesting of restricted stock
|
(1,353
|
)
|
|
(2,354
|
)
|
||
Balance at end of period
|
(68,753
|
)
|
|
(66,170
|
)
|
||
Total equity attributable to stockholders of Overstock.com, Inc.
|
$
|
134,831
|
|
|
$
|
179,861
|
|
|
Three months ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Total equity attributable to stockholders of Overstock.com, Inc.
|
$
|
134,831
|
|
|
$
|
179,861
|
|
|
|
|
|
||||
Equity attributable to noncontrolling interests
|
|
|
|
||||
Balance at beginning of period
|
$
|
78,960
|
|
|
$
|
(3,505
|
)
|
Proceeds from security token offering, net
|
—
|
|
|
75,951
|
|
||
Stock-based compensation to employees and directors
|
—
|
|
|
4,040
|
|
||
Tax withholding upon vesting of restricted stock
|
—
|
|
|
(1,680
|
)
|
||
Net loss attributable to noncontrolling interests
|
(3,648
|
)
|
|
(3,547
|
)
|
||
Fair value of noncontrolling interest at acquisition
|
—
|
|
|
4,468
|
|
||
Other
|
(581
|
)
|
|
505
|
|
||
Total equity attributable to noncontrolling interests
|
$
|
74,731
|
|
|
$
|
76,232
|
|
|
|
|
|
||||
Total stockholders' equity
|
$
|
209,562
|
|
|
$
|
256,093
|
|
|
Three months ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net loss
|
$
|
(42,892
|
)
|
|
$
|
(54,456
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
||
Depreciation of property and equipment
|
6,575
|
|
|
6,581
|
|
||
Amortization of intangible assets
|
1,481
|
|
|
918
|
|
||
Amortization of right-of-use assets
|
1,667
|
|
|
—
|
|
||
Stock-based compensation to employees and directors
|
3,985
|
|
|
6,435
|
|
||
Deferred income taxes, net
|
895
|
|
|
(267
|
)
|
||
Purchase price allocation adjustments
|
(1,988
|
)
|
|
—
|
|
||
(Gain)/loss on sale of cryptocurrencies
|
9
|
|
|
(1,529
|
)
|
||
Impairment of cryptocurrencies
|
318
|
|
|
8,793
|
|
||
Loss on sale of equity securities
|
977
|
|
|
—
|
|
||
Impairment of and loss on equity securities, net
|
4,601
|
|
|
—
|
|
||
Allowance on notes receivable
|
1,237
|
|
|
—
|
|
||
Other
|
1,014
|
|
|
185
|
|
||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||
Accounts receivable, net
|
14,068
|
|
|
8,282
|
|
||
Inventories, net
|
554
|
|
|
1,232
|
|
||
Prepaids and other current assets
|
3,106
|
|
|
2,238
|
|
||
Other long-term assets, net
|
(189
|
)
|
|
(2,261
|
)
|
||
Accounts payable
|
(28,023
|
)
|
|
4,325
|
|
||
Accrued liabilities
|
(6,962
|
)
|
|
9,274
|
|
||
Deferred revenue
|
(10,640
|
)
|
|
284
|
|
||
Operating lease liabilities
|
(1,249
|
)
|
|
—
|
|
||
Other long-term liabilities
|
27
|
|
|
(216
|
)
|
||
Net cash used in operating activities
|
(51,429
|
)
|
|
(10,182
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchase of intangible assets
|
—
|
|
|
(9,181
|
)
|
||
Purchase of equity securities
|
(2,500
|
)
|
|
(16,970
|
)
|
||
Proceeds from sale of equity securities
|
5,535
|
|
|
—
|
|
||
Disbursement of notes receivable
|
(2,000
|
)
|
|
—
|
|
||
Acquisitions of businesses, net of cash acquired
|
4,885
|
|
|
(11,769
|
)
|
||
Expenditures for property and equipment, including internal-use software and website development
|
(4,144
|
)
|
|
(4,029
|
)
|
||
Other
|
(2
|
)
|
|
(1
|
)
|
||
Net cash provided by (used in) investing activities
|
1,774
|
|
|
(41,950
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Payments on finance/capital lease obligations
|
(126
|
)
|
|
(123
|
)
|
||
Proceeds from issuance and exercise of stock warrants
|
—
|
|
|
50,562
|
|
||
Proceeds from security token offering, net of offering costs and withdrawals
|
—
|
|
|
62,073
|
|
||
Proceeds from sale of common stock, net of offering costs
|
30,957
|
|
|
—
|
|
||
Payments of taxes withheld upon vesting of restricted stock
|
(1,353
|
)
|
|
(4,034
|
)
|
||
Other
|
(522
|
)
|
|
—
|
|
||
Net cash provided by financing activities
|
28,956
|
|
|
108,478
|
|
||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(20,699
|
)
|
|
56,346
|
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
142,814
|
|
|
203,670
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
122,115
|
|
|
$
|
260,016
|
|
|
Three months ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||
Cash paid during the period:
|
|
|
|
|
|
||
Interest paid, net of amounts capitalized
|
$
|
86
|
|
|
$
|
789
|
|
Income taxes paid, net
|
130
|
|
|
7
|
|
||
Non-cash investing and financing activities:
|
|
|
|
|
|
||
Property and equipment, including internal-use software and website development costs, financed through accounts payable and accrued liabilities
|
$
|
304
|
|
|
$
|
965
|
|
Common stock repurchased through business combination
|
643
|
|
|
—
|
|
||
Note receivable converted to equity security
|
359
|
|
|
200
|
|
||
Cryptocurrency received in security token offering
|
—
|
|
|
13,878
|
|
||
Proceeds from sale of common stock included in accounts receivable
|
8,957
|
|
|
—
|
|
||
Deposit applied to business combination purchase price
|
7,347
|
|
|
—
|
|
||
Equity method security applied to business combination purchase price
|
3,707
|
|
|
—
|
|
||
Recognition of right-of-use assets upon adoption of ASC 842
|
30,968
|
|
|
—
|
|
•
|
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.
|
p
|
Fair Value Measurements at March 31, 2019:
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents - Money market mutual funds
|
$
|
2,975
|
|
|
$
|
2,975
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities, at fair value
|
2,018
|
|
|
2,018
|
|
|
—
|
|
|
—
|
|
||||
Trading securities held in a "rabbi trust" (1)
|
95
|
|
|
95
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
$
|
5,088
|
|
|
$
|
5,088
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred compensation accrual "rabbi trust" (2)
|
$
|
96
|
|
|
$
|
96
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total liabilities
|
$
|
96
|
|
|
$
|
96
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(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.
|
|
Life
(years)
|
Building
|
40
|
Land improvements
|
20
|
Building machinery and equipment
|
15-20
|
Furniture and equipment
|
5-7
|
Computer hardware
|
3-4
|
Computer software, including internal-use software and website development
|
2-4
|
|
Three months ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Cost of goods sold - direct
|
$
|
175
|
|
|
$
|
83
|
|
Technology
|
5,175
|
|
|
5,478
|
|
||
General and administrative
|
1,225
|
|
|
1,020
|
|
||
Total depreciation, including internal-use software and website development
|
$
|
6,575
|
|
|
$
|
6,581
|
|
|
Three months ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Net (gain)/loss recognized during the period on equity securities
|
$
|
4,030
|
|
|
$
|
(453
|
)
|
Less: Net loss recognized during the period on equity securities sold
|
(453
|
)
|
|
—
|
|
||
Unrealized (gain)/loss recognized during the reporting period on equity securities still held
|
$
|
3,577
|
|
|
$
|
(453
|
)
|
|
Ownership
interest
|
Bitt Inc.
|
21%
|
Boston Security Token Exchange LLC
|
50%
|
Chainstone Labs, Inc.
|
29%
|
GrainChain, Inc.
|
10%
|
Minds, Inc.
|
24%
|
SettleMint NV
|
30%
|
Spera, Inc.
|
19%
|
VinX Network Ltd.
|
21%
|
Voatz, Inc.
|
21%
|
|
Three months ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Net loss recognized on our proportionate share of the net losses of our equity method investees and amortization of the basis difference
|
$
|
1,025
|
|
|
$
|
350
|
|
Net loss recognized during the period on equity method securities sold
|
524
|
|
|
—
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Intangible assets subject to amortization, gross (1)
|
$
|
32,993
|
|
|
$
|
29,099
|
|
Less: accumulated amortization of intangible assets subject to amortization
|
(15,750
|
)
|
|
(15,729
|
)
|
||
Total intangible assets, net
|
$
|
17,243
|
|
|
$
|
13,370
|
|
(1)
|
— At
March 31, 2019
, the weighted average remaining useful life for intangible assets subject to amortization, excluding fully amortized intangible assets, was
6.12
years.
|
|
Three months ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Technology
|
$
|
853
|
|
|
$
|
755
|
|
Sales and marketing
|
16
|
|
|
119
|
|
||
General and administrative
|
(830
|
)
|
|
44
|
|
||
Total amortization
|
$
|
39
|
|
|
$
|
918
|
|
|
Amount
|
||
Deferred revenue at December 31, 2017
|
$
|
46,468
|
|
Increase due to deferral of revenue at period end
|
43,216
|
|
|
Decrease due to beginning contract liabilities recognized as revenue
|
(39,106
|
)
|
|
Deferred revenue at December 31, 2018
|
50,578
|
|
|
Increase due to deferral of revenue at period end
|
23,742
|
|
|
Decrease due to beginning contract liabilities recognized as revenue
|
(34,382
|
)
|
|
Deferred revenue at March 31, 2019
|
$
|
39,938
|
|
|
Amount
|
||
Allowance for returns at December 31, 2018
|
15,261
|
|
|
Additions to the allowance
|
31,768
|
|
|
Deductions from the allowance
|
(35,993
|
)
|
|
Allowance for returns at March 31, 2019
|
$
|
11,036
|
|
|
Three months ended
March 31, |
||||||||||||
|
2019
|
|
2018
|
||||||||||
Total revenue, net
|
$
|
367,729
|
|
|
100
|
%
|
|
$
|
445,331
|
|
|
100
|
%
|
Cost of goods sold
|
|
|
|
|
|
|
|
|
|
|
|
||
Product costs and other cost of goods sold
|
277,218
|
|
|
75
|
%
|
|
333,521
|
|
|
75
|
%
|
||
Fulfillment and related costs
|
17,387
|
|
|
5
|
%
|
|
17,941
|
|
|
4
|
%
|
||
Total cost of goods sold
|
294,605
|
|
|
80
|
%
|
|
351,462
|
|
|
79
|
%
|
||
Gross profit
|
$
|
73,124
|
|
|
20
|
%
|
|
$
|
93,869
|
|
|
21
|
%
|
|
Three months ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Net loss attributable to stockholders of Overstock.com, Inc.
|
$
|
(39,244
|
)
|
|
$
|
(50,909
|
)
|
Less: Preferred stock (Token) repurchase (gain)/loss
|
(425
|
)
|
|
—
|
|
||
Less: Preferred stock dividends - declared and accumulated
|
19
|
|
|
27
|
|
||
Undistributed loss
|
(38,838
|
)
|
|
(50,936
|
)
|
||
Less: Undistributed loss allocated to participating securities
|
(569
|
)
|
|
(1,186
|
)
|
||
Net loss attributable to common shares
|
$
|
(38,269
|
)
|
|
$
|
(49,750
|
)
|
Net loss per common share—basic:
|
|
|
|
|
|
||
Net loss attributable to common shares—basic
|
$
|
(1.18
|
)
|
|
$
|
(1.74
|
)
|
Weighted average common shares outstanding—basic
|
32,370
|
|
|
28,566
|
|
||
Effect of dilutive securities:
|
|
|
|
|
|
||
Stock options and restricted stock awards
|
—
|
|
|
—
|
|
||
Weighted average common shares outstanding—diluted
|
32,370
|
|
|
28,566
|
|
||
Net loss attributable to common shares—diluted
|
$
|
(1.18
|
)
|
|
$
|
(1.74
|
)
|
|
Three months ended
March 31, |
||||
|
2019
|
|
2018
|
||
Stock options and restricted stock units
|
1,030
|
|
|
685
|
|
Common shares issuable under stock warrant
|
—
|
|
|
83
|
|
Purchase Price
|
Fair Value
|
||
Cash paid, net of cash acquired
|
$
|
3,115
|
|
Fair value of equity interest in Bitsy held before business combination
|
3,707
|
|
|
Less: Fair value of Overstock.com common stock held by Bitsy at acquisition date
|
(643
|
)
|
|
Less: Settlement of receivable due from tZERO at acquisition date
|
(10
|
)
|
|
Total transaction consideration, net of cash acquired
|
$
|
6,169
|
|
|
|
||
Allocation
|
|
||
Prepaids and other current assets
|
$
|
71
|
|
Property and equipment
|
16
|
|
|
Intangible assets and other
|
6,743
|
|
|
Other liabilities assumed
|
(661
|
)
|
|
Total net assets, net of cash acquired
|
$
|
6,169
|
|
Purchase Price
|
Fair Value
|
||
Cash paid, net of cash acquired
|
$
|
1,143
|
|
Allocation
|
|
||
Accounts receivable, net
|
$
|
399
|
|
Inventories, net
|
1,033
|
|
|
Prepaids and other current assets
|
29
|
|
|
Property and equipment
|
154
|
|
|
Intangible assets
|
653
|
|
|
Goodwill
|
3,376
|
|
|
Accounts payable and accrued liabilities
|
(1,432
|
)
|
|
Long-term debt, net
|
(3,069
|
)
|
|
Total net assets, net of cash acquired
|
$
|
1,143
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
|
|
|
||||
Accrued compensation and other related costs
|
$
|
15,162
|
|
|
$
|
12,099
|
|
Accrued loss contingencies
|
11,088
|
|
|
10,940
|
|
||
Allowance for returns
|
11,036
|
|
|
15,261
|
|
||
Sales and other taxes payable
|
10,543
|
|
|
9,923
|
|
||
Accrued marketing expenses
|
10,385
|
|
|
14,150
|
|
||
Accounts payable accruals
|
10,172
|
|
|
15,872
|
|
||
Accrued freight
|
7,058
|
|
|
5,343
|
|
||
Other accrued expenses
|
5,780
|
|
|
4,270
|
|
||
Total accrued liabilities
|
$
|
81,224
|
|
|
$
|
87,858
|
|
|
March 31, 2019
|
||
Operating right-of-use assets
|
$
|
37,262
|
|
Operating lease liability - current
|
5,726
|
|
|
Operating lease liability - non-current
|
36,108
|
|
|
Three months ended March 31, 2019
|
||
Operating lease cost
|
$
|
2,505
|
|
Short-term lease cost
|
34
|
|
|
Variable lease cost
|
528
|
|
|
Three months ended March 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
(2,018
|
)
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
$
|
7,961
|
|
Weighted-average remaining lease term - operating leases
|
7.27 years
|
|
|
Weighted-average discount rate - operating leases
|
8
|
%
|
Payments due by period
|
|
|
||
2019 (Remainder)
|
|
$
|
6,847
|
|
2020
|
|
7,531
|
|
|
2021
|
|
7,694
|
|
|
2022
|
|
7,580
|
|
|
2023
|
|
6,678
|
|
|
Thereafter
|
|
19,571
|
|
|
Total lease payments
|
|
$
|
55,901
|
|
Less interest
|
|
(14,067
|
)
|
|
Present value of lease liabilities
|
|
$
|
41,834
|
|
Payments due by period
|
|
|
||
2019
|
|
$
|
8,822
|
|
2020
|
|
7,414
|
|
|
2021
|
|
7,654
|
|
|
2022
|
|
7,579
|
|
|
2023
|
|
6,677
|
|
|
Thereafter
|
|
19,571
|
|
|
Total lease payments
|
|
$
|
57,717
|
|
|
Three months ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Total stock-based compensation expense
|
$
|
3,985
|
|
|
$
|
6,435
|
|
|
Three months ended
March 31, 2019 |
|||||
|
Units
|
|
Weighted
Average Grant Date Fair Value |
|||
Outstanding—beginning of year
|
559
|
|
|
$
|
44.08
|
|
Granted at fair value
|
960
|
|
|
17.92
|
|
|
Vested
|
(242
|
)
|
|
35.89
|
|
|
Forfeited
|
(60
|
)
|
|
21.62
|
|
|
Outstanding—end of period
|
1,217
|
|
|
$
|
26.19
|
|
|
|
Three months ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
Impairment of and loss on equity securities
|
|
$
|
(4,602
|
)
|
|
$
|
103
|
|
Allowance on notes receivable
|
|
(1,237
|
)
|
|
—
|
|
||
Loss on sale of equity securities
|
|
(977
|
)
|
|
—
|
|
||
Other
|
|
544
|
|
|
(112
|
)
|
||
Total other income (expense), net
|
|
$
|
(6,272
|
)
|
|
$
|
(9
|
)
|
|
Retail
|
|
tZERO
|
|
Other
|
|
Total
|
||||||||
2019
|
|
|
|
|
|
|
|
|
|||||||
Revenue, net
|
$
|
362,625
|
|
|
$
|
4,496
|
|
|
$
|
608
|
|
|
$
|
367,729
|
|
Cost of goods sold
|
290,640
|
|
|
3,357
|
|
|
608
|
|
|
294,605
|
|
||||
Gross profit
|
$
|
71,985
|
|
|
$
|
1,139
|
|
|
$
|
—
|
|
|
$
|
73,124
|
|
Operating expenses (1)
|
85,336
|
|
|
15,553
|
|
|
8,253
|
|
|
109,142
|
|
||||
Interest and other income (expense), net (2)
|
135
|
|
|
(963
|
)
|
|
(5,168
|
)
|
|
(5,996
|
)
|
||||
Pre-tax loss
|
$
|
(13,216
|
)
|
|
$
|
(15,377
|
)
|
|
$
|
(13,421
|
)
|
|
(42,014
|
)
|
|
Provision for income taxes
|
|
|
|
|
|
|
878
|
|
|||||||
Net loss (3)
|
|
|
|
|
|
|
$
|
(42,892
|
)
|
||||||
|
|
|
|
|
|
|
|
||||||||
2018
|
|
|
|
|
|
|
|
|
|||||||
Revenue, net
|
$
|
439,996
|
|
|
$
|
4,852
|
|
|
$
|
483
|
|
|
$
|
445,331
|
|
Cost of goods sold
|
347,580
|
|
|
3,399
|
|
|
483
|
|
|
351,462
|
|
||||
Gross profit
|
$
|
92,416
|
|
|
$
|
1,453
|
|
|
$
|
—
|
|
|
$
|
93,869
|
|
Operating expenses
|
125,532
|
|
|
19,959
|
|
|
2,772
|
|
|
148,263
|
|
||||
Interest and other income (expense), net (2)
|
(455
|
)
|
|
453
|
|
|
(337
|
)
|
|
(339
|
)
|
||||
Pre-tax loss
|
$
|
(33,571
|
)
|
|
$
|
(18,053
|
)
|
|
$
|
(3,109
|
)
|
|
(54,733
|
)
|
|
Benefit from income taxes
|
|
|
|
|
|
|
(277
|
)
|
|||||||
Net loss (3)
|
|
|
|
|
|
|
$
|
(54,456
|
)
|
(1)
|
— Corporate support costs have been allocated
$12.6 million
,
$1.8 million
, and
$3.6 million
to Retail, tZERO, and Other, respectively. Unallocated corporate support costs of
$1.8 million
are included in Other.
|
(2)
|
— Excludes intercompany transactions eliminated in consolidation, which consist primarily of service fees and interest. The net amounts of these intercompany transactions were
$415,000
and
$2.0 million
for the
three months ended March 31, 2019
and
2018
.
|
(3)
|
— Net income (loss) presented for segment reporting purposes is before any adjustments attributable to noncontrolling interests.
|
•
|
our strategies and plans for our retail business and our Medici businesses, including our tZERO initiatives;
|
•
|
the possibility that we will sell or attempt to sell our retail business or pursue or attempt to pursue one or more other strategic alternatives that could change our business dramatically, as well as the possibility that we will determine not to sell or attempt to sell our retail business or pursue any other strategic alternative at all in the foreseeable future;
|
•
|
the possibility that we may sell our retail business and all statements about the potential effects of any such sale;
|
•
|
whether we would or would not submit any sale of our retail business to a vote of our stockholders;
|
•
|
whether we would or would not distribute any proceeds of any sale of our retail business to our stockholders by any means or use those proceeds in our blockchain initiatives;
|
•
|
our expectations regarding the costs, benefits and risks of Medici Ventures' and tZERO's initiatives, including their acquisitions or purchases of interests in other companies;
|
•
|
potential negotiated equity investments in Overstock and/or tZERO, including the timing of such investments and their likelihood of closing on the agreed upon time frames, if at all;
|
•
|
the plans of tZERO and Medici Ventures and the costs, benefits and risks of their initiatives, including those of tZERO's ownership of SpeedRoute and PRO Securities;
|
•
|
our expectations regarding the costs, benefits and risks of the tZERO security token offering completed in 2018;
|
•
|
our expectations regarding the costs, benefits and risks of our efforts and plans to advertise or offer other additional businesses, innovations and projects that we or our subsidiaries may engage in, offer or advertise in the future;
|
•
|
our expectations regarding Medici Land Governance Inc., a newly-formed public benefit corporation;
|
•
|
our efforts to improve our natural search results in our retail business;
|
•
|
our future operating or financial results, or other GAAP or non-GAAP financial measures or amounts or anticipated changes in any of them;
|
•
|
our capital requirements and our ability to fund them;
|
•
|
the adequacy of our liquidity and our ability, if any, to increase our liquidity or capital resources;
|
•
|
tZERO's plans, including without limitation its plans regarding its Token Trading Systems, as well as its joint venture with Box Digital;
|
•
|
our plans and expectations regarding the costs, benefits, and risks of attempting to develop technology applications including applications using or relating to blockchain technology and our plans to commercialize any of these potential applications;
|
•
|
the competition we currently face and anticipate;
|
•
|
the effects of current and future government regulation;
|
•
|
our expectations for our international sales efforts and the anticipated results of our international operations;
|
•
|
our plans for further changes to our business;
|
•
|
our expectations regarding our emphasis on home and garden product offerings;
|
•
|
our expectations regarding our potential liabilities or exposure to claims under Delaware's Abandoned Property Law;
|
•
|
our expectations regarding the actual costs of our employees' health insurance claims for which we may be liable; and
|
•
|
our other statements about the anticipated benefits and risks of our business and plans.
|
•
|
any changes we may make to our business as a result of our current ongoing review of potential strategic alternatives, which could involve a sale of our retail business and/or additional equity or debt financings;
|
•
|
the possibility that we may sell our retail business and retain the after-tax proceeds of the sale for use in our blockchain initiatives, which would result in our stockholders owning equity interests in a publicly-held
|
•
|
the potentially substantial corporate level income tax expense we could incur if we were to sell our retail business in a taxable transaction;
|
•
|
the possibility that our well-publicized review of potential strategic alternatives including the potential sale of our retail business may distract our management and other employees, may cause members of our management and/or other key employees to seek employment elsewhere, and may have adverse effects on our business and financial results;
|
•
|
the technical, operational, financial, regulatory, legal, reputational, marketing and other obstacles we face in trying to create a profitable business from our blockchain initiatives;
|
•
|
our ability to reach a definitive agreement or complete a capital raising transaction for tZERO on the terms contemplated by the previously-disclosed memorandum of understanding we signed with GSR Capital and Makara Capital in early 2019;
|
•
|
the possibility that the proceeds of the security token offering completed by tZERO in 2018 might be treated as income to us for federal income tax purposes;
|
•
|
difficulties we have encountered and continue to encounter with changes that Google has made to its natural search engine algorithms, which have periodically resulted in lower rankings of our products and may continue to do so, and future changes that Google and other search engine companies may make to their natural search engine algorithms, which may have similar effects on us;
|
•
|
increasing competition, including from Amazon, from well‑funded companies willing to incur substantial losses in order to build market share, and from others including competitors with delivery capabilities that we cannot currently match and do not expect to be able to match in the foreseeable future;
|
•
|
difficulties we may encounter in connection with our efforts to offer services to our customers outside of our retail business;
|
•
|
difficulties, including expense and any operational or regulatory issues we may encounter in connection with tZERO or its subsidiaries;
|
•
|
technical, operational, regulatory or other difficulties we may encounter with our Medici or tZERO blockchain and financial technology initiatives, including any difficulties we may have marketing any products or services tZERO may offer, whether due to lack of market size or acceptance or as a result of competition from any of the numerous competitors seeking to develop competing technologies or systems or as a result of patents that may be granted to other companies or persons, and losses we may continue to incur in connection with our Medici and tZERO blockchain and technology initiatives;
|
•
|
the difficulties tZERO will face in attempting to generate revenues from blockchain-based applications of any nature, including its potential DLR software product;
|
•
|
impairment charges we may recognize with respect to assets or businesses that we, Medici Ventures or tZERO have acquired or may acquire;
|
•
|
any liability or expense we may incur as a result of our interests in other companies, whether as a result of regulatory issues or otherwise;
|
•
|
any downturn in the U.S. housing industry or other changes in U.S. and global economic conditions or U.S. consumer spending;
|
•
|
the imposition of tariffs or occurrence of other factors that increase the price of importing into the U.S. the types of merchandise we sell in our retail business;
|
•
|
modifications we may make to our business model from time to time;
|
•
|
the mix of products purchased by our customers and changes to that mix;
|
•
|
any claims we may face regarding cyber security issues or data breaches or difficulties we encounter regarding Internet or other infrastructure or communications impairment problems or the costs of preventing or responding to any such problems;
|
•
|
any problems with or affecting our payment card processors, including cyber-attacks, Internet or other infrastructure or communications impairment or other events that could interrupt the normal operation of the payment card processors or any difficulties we may have maintaining compliance with the rules of the payment card processors;
|
•
|
the possibility that we will be unable to raise additional capital or obtain financing adequate to enable us to continue our operations;
|
•
|
problems with or affecting the facility where substantially all of our computer and communications hardware is located or other problems that result in the unavailability of our Website or reduced performance of our transaction systems;
|
•
|
any losses or issues we may encounter as a consequence of accepting or holding bitcoin or other cryptocurrencies, whether as a result of regulatory, tax or other legal issues, technological issues, value fluctuations, lack of widespread adoption of bitcoin or other cryptocurrencies as an acceptable medium of exchange or otherwise;
|
•
|
any difficulties we may encounter as a result of our reliance on numerous third parties that we do not control for the performance of critical functions material to our business;
|
•
|
difficulties we may encounter in connection with our efforts to emphasize our home and garden product offerings and to brand ourselves as a home and garden shopping destination, including the risk that our sales of home and garden product offerings could decrease substantially as a result of a significant downturn in some or all of the U.S. housing market;
|
•
|
difficulties we may encounter in connection with our efforts to expand internationally, including claims we may face and liabilities we may incur in connection with those efforts;
|
•
|
adverse results in legal proceedings, investigations or other claims;
|
•
|
any difficulties we may have optimizing our warehouse operations;
|
•
|
any decrease in the volume of retail sales, particularly in home goods, and the occurrence of any event that would adversely affect e-commerce or discourage or prevent consumers from shopping online or via mobile apps;
|
•
|
the possibility that our liability for our employees' health insurance claims increases as a result of more claims or larger claims than we expect and/or increases in the costs of healthcare generally; and
|
•
|
the other risks described in this report or in our other public filings.
|
•
|
Quality customer experience with an emphasis on price, value, and a wide assortment of products delivered in a personalized format with the convenience of our mobile app, and with the benefits of our award-winning customer care;
|
•
|
Proprietary technologies which we believe help us provide our customers with a quality shopping experience;
|
•
|
Logistics capabilities tailored to the furniture and home goods category and developed over our many years of e-commerce experience;
|
•
|
Long-term mutually beneficial relationships with our partners, which currently number approximately 4,000; and
|
•
|
Our Club O Loyalty Program, which we believe increases customer engagement and retention.
|
•
|
Our international business where we offer products to customers outside the United States using third party logistics providers;
|
•
|
Worldstock Fair Trade, a store within our Website that offers handcrafted products made by artisans all over the world to help improve the lives of people in emerging economies;
|
•
|
Pet Adoptions, a free service and portal within our Website that leverages our technology to display pets available for adoption from shelters across the United States;
|
•
|
Overstock Hotels, portal within our Website that enables customers to search and book hundreds of thousands of properties worldwide, including big box brands, modern boutiques, and more;
|
•
|
Supplier Oasis, a single integration point through which our partners can manage their products, inventory and sales channels, and also obtain multi-channel fulfillment services through our distribution network; and
|
•
|
Businesses advertising products or services on our Website.
|
|
|
Three months ended
March 31, |
||||
|
|
2019
|
|
2018
|
||
|
|
(as a percentage of total net
revenue)
|
||||
Revenue, net
|
|
|
|
|
|
|
Retail
|
|
98.6
|
%
|
|
98.8
|
%
|
Other
|
|
1.4
|
|
|
1.2
|
|
Total net revenue
|
|
100.0
|
|
|
100.0
|
|
Cost of goods sold
|
|
|
|
|
||
Retail
|
|
79.0
|
|
|
78.0
|
|
Other
|
|
1.1
|
|
|
0.9
|
|
Total cost of goods sold
|
|
80.1
|
|
|
78.9
|
|
Gross profit
|
|
19.9
|
|
|
21.1
|
|
Operating expenses:
|
|
|
|
|
||
Sales and marketing
|
|
9.1
|
|
|
17.3
|
|
Technology
|
|
9.6
|
|
|
7.0
|
|
General and administrative
|
|
10.9
|
|
|
8.9
|
|
Total operating expenses
|
|
29.7
|
|
|
33.3
|
|
Operating loss
|
|
(9.8
|
)
|
|
(12.2
|
)
|
Other income (expense), net
|
|
(1.6
|
)
|
|
(0.1
|
)
|
Loss before income taxes
|
|
(11.4
|
)
|
|
(12.3
|
)
|
Provision (benefit) from income taxes
|
|
0.2
|
|
|
(0.1
|
)
|
Consolidated net loss
|
|
(11.7
|
)%
|
|
(12.2
|
)%
|
|
|
Three months ended
March 31, |
|
|
|
|
|||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Revenue, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Retail
|
|
$
|
362,625
|
|
|
$
|
439,996
|
|
|
$
|
(77,371
|
)
|
|
(17.6
|
)%
|
Other
|
|
5,104
|
|
|
5,335
|
|
|
(231
|
)
|
|
(4.3
|
)%
|
|||
Total revenue, net
|
|
$
|
367,729
|
|
|
$
|
445,331
|
|
|
$
|
(77,602
|
)
|
|
(17.4
|
)%
|
|
|
Three Months Ended
March 31, 2019 |
||||||
Change in the Estimate of Average Transit Times (Days)
|
|
Increase (Decrease)
Revenue
|
|
Increase (Decrease)
Pre-Tax Income
|
||||
2
|
|
$
|
(17,855
|
)
|
|
$
|
(3,146
|
)
|
1
|
|
$
|
(7,507
|
)
|
|
$
|
(1,312
|
)
|
As reported
|
|
As reported
|
|
|
As reported
|
|
||
-1
|
|
$
|
5,346
|
|
|
$
|
913
|
|
-2
|
|
$
|
9,507
|
|
|
$
|
1,629
|
|
|
|
Three months ended
March 31, |
|
|
|
|
|||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Revenue, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Retail
|
|
$
|
362,625
|
|
|
$
|
439,996
|
|
|
$
|
(77,371
|
)
|
|
(17.6
|
)%
|
Other
|
|
5,104
|
|
|
5,335
|
|
|
(231
|
)
|
|
(4.3
|
)
|
|||
Total net revenue
|
|
$
|
367,729
|
|
|
$
|
445,331
|
|
|
$
|
(77,602
|
)
|
|
(17.4
|
)%
|
Cost of goods sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Retail
|
|
$
|
290,640
|
|
|
$
|
347,580
|
|
|
$
|
(56,940
|
)
|
|
(16.4
|
)%
|
Other
|
|
3,965
|
|
|
3,882
|
|
|
83
|
|
|
2.1
|
|
|||
Total cost of goods sold
|
|
$
|
294,605
|
|
|
$
|
351,462
|
|
|
$
|
(56,857
|
)
|
|
(16.2
|
)%
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Retail
|
|
$
|
71,985
|
|
|
$
|
92,416
|
|
|
$
|
(20,431
|
)
|
|
(22
|
)%
|
Other
|
|
1,139
|
|
|
1,453
|
|
|
(314
|
)
|
|
(21.6
|
)
|
|||
Total gross profit
|
|
$
|
73,124
|
|
|
$
|
93,869
|
|
|
$
|
(20,745
|
)
|
|
(22.1
|
)%
|
|
|
Q1 2018
|
|
Q2 2018
|
|
Q3 2018
|
|
Q4 2018
|
|
FY 2018
|
|
Q1 2019
|
||||||
Retail
|
|
21.0
|
%
|
|
18.9
|
%
|
|
19.5
|
%
|
|
17.9
|
%
|
|
19.3
|
%
|
|
19.9
|
%
|
Other
|
|
27.2
|
%
|
|
24.1
|
%
|
|
33.1
|
%
|
|
26.8
|
%
|
|
27.6
|
%
|
|
22.3
|
%
|
Combined
|
|
21.1
|
%
|
|
19.0
|
%
|
|
19.7
|
%
|
|
18.0
|
%
|
|
19.4
|
%
|
|
19.9
|
%
|
|
Three months ended
March 31, |
||||||||||
|
2019
|
|
2018
|
||||||||
Total revenue, net
|
$
|
367,729
|
|
|
100%
|
|
$
|
445,331
|
|
|
100%
|
Cost of goods sold
|
|
|
|
|
|
|
|
|
|
||
Product costs and other cost of goods sold
|
277,218
|
|
|
75%
|
|
333,521
|
|
|
75%
|
||
Fulfillment and related costs
|
17,387
|
|
|
5%
|
|
17,941
|
|
|
4%
|
||
Total cost of goods sold
|
294,605
|
|
|
80%
|
|
351,462
|
|
|
79%
|
||
Gross profit
|
$
|
73,124
|
|
|
20%
|
|
$
|
93,869
|
|
|
21%
|
|
|
Three months ended
March 31, |
|
|
|
|
|||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Sales and marketing expenses
|
|
$
|
33,477
|
|
|
$
|
77,214
|
|
|
$
|
(43,737
|
)
|
|
(56.6
|
)%
|
Sales and marketing expenses as a percent of net revenues
|
|
9.1
|
%
|
|
17.3
|
%
|
|
|
|
|
|
|
|
|
Three months ended
March 31, |
|
|
|
|
|||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Technology expenses
|
|
$
|
35,433
|
|
|
$
|
31,294
|
|
|
$
|
4,139
|
|
|
13.2
|
%
|
Technology expenses as a percent of net revenues
|
|
9.6
|
%
|
|
7.0
|
%
|
|
|
|
|
|
|
|
|
Three months ended
March 31, |
|
|
|
|
|||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
General and administrative expenses
|
|
$
|
40,232
|
|
|
$
|
39,755
|
|
|
$
|
477
|
|
|
1.2
|
%
|
General and administrative expenses as a percent of net revenues
|
|
10.9
|
%
|
|
8.9
|
%
|
|
|
|
|
|
|
|
Three months ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Cost of goods sold - direct
|
$
|
175
|
|
|
$
|
83
|
|
Technology
|
5,175
|
|
|
5,478
|
|
||
General and administrative
|
1,225
|
|
|
1,020
|
|
||
Total depreciation, including internal-use software and website development
|
$
|
6,575
|
|
|
$
|
6,581
|
|
|
Three months ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Technology
|
$
|
853
|
|
|
$
|
755
|
|
Sales and marketing
|
16
|
|
|
119
|
|
||
General and administrative
|
(830
|
)
|
|
44
|
|
||
Total amortization of intangible assets other than goodwill
|
$
|
39
|
|
|
$
|
918
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
2019
|
|
$
|
367,729
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
2018
|
|
|
445,331
|
|
|
|
483,133
|
|
|
|
440,580
|
|
|
|
452,548
|
|
2017
|
|
|
432,435
|
|
|
|
432,024
|
|
|
|
424,007
|
|
|
|
456,290
|
|
|
|
Three months ended
March 31, |
||||||
|
|
2019
|
|
2018
|
||||
Cash provided by (used in):
|
|
|
|
|
|
|
||
Operating activities
|
|
$
|
(51,429
|
)
|
|
$
|
(10,182
|
)
|
Investing activities
|
|
1,774
|
|
|
(41,950
|
)
|
||
Financing activities
|
|
28,956
|
|
|
108,478
|
|
|
|
|
|||||||||||||||||||||||||
Contractual Obligations
|
|
Remainder of 2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|||||||||||||
Operating leases
|
|
6,847
|
|
|
7,531
|
|
|
7,694
|
|
|
7,580
|
|
|
6,678
|
|
|
19,571
|
|
|
55,901
|
|
||||||
Purchase obligations
|
|
144
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
144
|
|
|||||||
Technology services
|
|
1,527
|
|
|
1,697
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
3,224
|
|
|||||||
High Bench Senior Credit Agreement
|
|
—
|
|
|
3,098
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
3,098
|
|
|||||||
Total contractual cash obligations
|
|
$
|
8,518
|
|
|
$
|
12,326
|
|
|
$
|
7,694
|
|
|
$
|
7,580
|
|
|
|
|
$
|
19,571
|
|
|
$
|
62,367
|
|
Period
|
(a)
Total Number of Shares Purchased
|
|
(b)
Average Price Paid per Share
|
|
(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
(d)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
|
||||||
January 1, 2019 to January 31, 2019
|
47,378
|
|
|
$
|
13.58
|
|
|
—
|
|
|
$
|
15,000,000
|
|
February 1, 2019 to February 28, 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
March 1, 2019 to March 31, 2019
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
47,378
|
|
|
|
|
—
|
|
|
$
|
15,000,000
|
|
(a)
|
|
Exhibits
|
|
|
|
|
*31.1
|
|
|
|
|
*31.2
|
|
|
|
|
*32.1
|
|
|
|
|
*32.2
|
|
|
|
|
101
|
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Stockholders' Equity, and (vi) Notes to Consolidated Financial Statements.
|
Date:
|
May 9, 2019
|
OVERSTOCK.COM, INC.
|
|
|
|
|
|
/s/ GREGORY J. IVERSON
|
|
|
Gregory J. Iverson
|
|
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
Date:
|
May 9, 2019
|
/s/ PATRICK M. BYRNE
|
|
|
Patrick M. Byrne
|
|
|
Chief Executive Officer
|
|
|
(principal executive officer)
|
Date:
|
May 9, 2019
|
/s/ GREGORY J. IVERSON
|
|
|
Gregory J. Iverson
|
|
|
Chief Financial Officer
|
|
|
(principal financial officer)
|
Date:
|
May 9, 2019
|
/s/ PATRICK M. BYRNE
|
|
|
Patrick M. Byrne
|
|
|
Chief Executive Officer
|
|
|
(principal executive officer)
|
Date:
|
May 9, 2019
|
/s/ GREGORY J. IVERSON
|
|
|
Gregory J. Iverson
|
|
|
Chief Financial Officer
|
|
|
(principal financial officer)
|