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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Or
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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
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87-0634302
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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799 West Coliseum Way, Midvale, UT
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84047
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(Address of principal executive offices)
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(Zip code)
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(801) 947-3100
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(Registrant's telephone number, including area code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share
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OSTK
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NASDAQ Global Market
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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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Part I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Part II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Part III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Part IV
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Item 15.
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Item 16.
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•
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our strategies and plans for our retail business, including our expectations regarding the costs, benefits and risks of the initiatives related to our retail business;
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the strategies and plans of Medici Ventures and the costs, benefits and risks of its initiatives, including acquisitions or purchases of interests in other companies;
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•
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tZERO's plans to develop financial applications of blockchain technology, including its efforts to create technology and invest in entities that support the trading of digital securities, in particular its ownership of SpeedRoute, tZERO ATS, LLC and tZERO Markets and its joint venture with Box Digital;
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•
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potential negotiated equity investments in Overstock and/or tZERO;
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•
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our expectations regarding the costs, benefits and risks of the TZROP offering;
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•
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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;
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our expectations regarding trends in the furniture and home goods market;
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•
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our expectations regarding Medici Land Governance Inc., a public benefit corporation;
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our efforts to improve our natural search results in our retail business;
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our future operating or financial results, or other GAAP or non-GAAP financial measures or amounts or anticipated changes in any of them;
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•
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our capital requirements and our ability to fund them;
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•
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the adequacy of our liquidity and our ability, if any, to increase our liquidity or capital resources;
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•
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our expectations regarding our potential sale of additional shares under the Capital on DemandTM Sales agreement;
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•
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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;
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our expectations regarding our tax contingencies and our effective tax rate and foreign earnings;
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the competition we currently face and anticipate;
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•
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the effects of current and future government regulation;
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•
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our expectations for our international sales efforts and the anticipated results of our international operations;
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•
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our plans for further changes to our business;
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•
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the possibility that we may sell our retail business and all statements about the potential for stockholder approval of any such sale, the potential distribution of proceeds of any such sale, and other effects of any such sale;
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our expectations regarding our emphasis on home and garden product offerings;
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our expectations regarding our potential liabilities or exposure to claims under Delaware's Abandoned Property Law;
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our expectations regarding the actual costs of our employees' health insurance claims for which we may be liable; and
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•
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our other statements about the anticipated benefits and risks of our business and plans.
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•
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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;
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•
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the possibility that certain of our former officers and directors being named in shareholder class action lawsuits could affect management time and attention and result in significant additional legal expenses or government enforcement actions;
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•
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the possibility that current investigations of the Company and/or certain of its affiliates by the SEC Division of Enforcement could have a material adverse effect on our business, financial condition, results of operations and cash flows;
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•
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the possibility that our D&O insurance policy cost could substantially increase, through increased self-retention amounts and premium increases, and that coverage under our policy fail to adequately protect us against liability for conduct of our directors and officers;
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•
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our significant negative working capital;
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•
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the possibility that we will require significantly more capital than we currently have in order to pursue some or all of our business initiatives, and the fact that such capital might not be available to us on attractive terms or at all;
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the possibility that we will be unable to generate sufficient cash flow from operations, raise additional capital, or obtain debt or other financing adequate to enable us to continue our operations;
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the possibility that changes in management roles and responsibilities, the loss of key personnel, or any inability to attract and retain additional personnel could affect our ability to successfully grow our business;
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•
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the possibility that, if we fail to comply with ongoing Nasdaq listing standards and corporate governance requirements, we could be subject to delisting;
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•
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the possibility that future sales or other distributions of our common or preferred stock, including the contemplated distribution of our Series A-1 Preferred stock dividend in the near future, may depress our stock price;
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the possibility that we become, or that securities regulatory authorities deem that we have become, an investment company under the Investment Company Act;
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the possibility that the options granted by Medici Ventures, tZERO and Medici Land Governance could reduce our effective ownership of each of them significantly;
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the possibility of increased regulatory and integration risks resulting from our strategic relationships, joint ventures, purchases of strategic interest in other companies and acquisitions of other companies;
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•
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the possibility that we are not able to realize our significant deferred tax assets in the future;
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•
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current claims of intellectual property infringement to which we are subject and additional infringement claims to which we may become subject in the future;
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the possibility that we are unable to protect our proprietary technology and to obtain trademark protection for our marks;
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the possibility that our business could be harmed by one or more states successfully asserting that we are liable for the collection of sales or other taxes for periods prior to the Supreme Court's decision in South Dakota v. Wayfair;
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vulnerabilities related to our retail business' dependence on the Internet, our infrastructure and transaction-processing systems;
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•
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changes to our marketing costs and strategies;
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our exposure to cyber security risks, risks of data loss and other security breaches;
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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;
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•
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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;
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any downturn in the U.S. housing industry or other changes in U.S. and global economic conditions or U.S. consumer spending;
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the imposition of tariffs or occurrence of other factors, including the spread of illness, that increase the price of importing into the U.S. the types of merchandise we sell in our retail business or other supply chain challenges that limit our access to merchandise we sell in our retail business;
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•
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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 corporation seeking to develop entirely new businesses and revenue streams, without the benefits of our current retail business and the approximately $1.4 billion it generates in annual net revenues, but with most if not all of the expenses of operating a publicly-held corporation;
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the potentially substantial corporate level income tax expense we could incur if we were to sell our retail business in a taxable transaction;
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the mix of products purchased by our customers and changes to that mix;
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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;
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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;
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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;
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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;
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the possibility of issues regarding product safety, content and quality, and for the proper labelling of products from our suppliers and fulfillment partners;
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the possibility that our insurance coverage and indemnity rights are unable to adequately protect us against loss;
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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;
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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;
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adverse results in legal proceedings, investigations or other claims;
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any difficulties we may have optimizing our warehouse operations;
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•
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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;
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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;
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•
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modifications we may make to our business model from time to time;
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•
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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;
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•
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the difficulty of evaluating tZERO's ability to generate revenue through its operations due to its limited operating history, and tZERO's failure to generate meaningful revenue from any commercially available blockchain-based applications as of the date of this filing;
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•
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the possibility that no additional digital securities will be traded on the tZERO ATS, and that, other than the tZERO ATS, no other operational exchange, alternative trading system or other regulated trading venue will license the tZERO Technology Stack;
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•
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any failure of the technology on which tZERO and its subsidiaries rely for their operations to function properly;
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•
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the possibility that tZERO Markets does not receive the regulatory approval required to operate its anticipated business;
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the extensive regulation of tZERO's subsidiaries, which are or intend to become broker-dealers, two of which currently generate substantially all of tZERO's revenues;
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ongoing discussions with and investigations by regulatory authorities of tZERO and its broker-dealer subsidiaries;
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our inability to use tZERO's losses to offset taxable income generated by the rest of our U.S. business or conduct a tax-free spin-off;
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the possibility that our planned Boston Security Token Exchange (BSTX) will not receive the regulatory approval required to operate;
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complex and evolving U.S. and foreign laws and regulations regarding privacy, technology, data protection, and other matters;
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any inability of tZERO to maintain the technology and intellectual property rights which its business, including the tZERO Technology Stack, will likely require;
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the substantial competition faced by tZERO from known and unknown competitors, and the possibility that such competitors obtain patents covering technology critical to the operation of the tZERO Technology Stack;
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the limitation of tZERO Crypto's business in certain jurisdictions if it is unable to timely receive certain licenses it is in the process of obtaining or due to the regulations applicable to it;
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the possibility that tZERO or its technology is the subject of cyber-attacks that expose tZERO to liability and reputational harm and seriously curtail the utilization of tZERO's services or technology and result in claims against tZERO or us;
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the dependence of tZERO's core technology on the continued availability of key technology employees of tZERO and its affiliates and of tZERO on its ability to hire, retain and motivate qualified personnel;
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the vulnerability of SpeedRoute and tZERO ATS, LLC, and by extension tZERO, to changes in the business and financial condition of, or demand by certain customers for the services of, SpeedRoute and tZERO ATS LLC, due to the percentage of SpeedRoute and tZERO ATS LLC's revenue generated by a small number of major customers;
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•
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tZERO's decision to postpone commercialization of the DLR Software, and the possibility that if tZERO does resume commercialization, it is unable to successfully launch, market, or sell its DLR Software;
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disruptions or harm to tZERO's business due to strategic transactions it makes;
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the possibility that the IRS disagrees with our characterization of the TZROP offering completed in 2018 by tZERO and the possibility that the related proceeds might be treated as income to us for federal income tax purposes;
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the risks of holding and the possibility that we are unable to sell the TZROP;
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the possibility that TZROP becomes subject to registration under the Exchange Act if tZERO has assets above $10 million and more than a statutory minimum number of registered holders;
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the possibility that law or regulation may limit the extent to which blockchain technology may be used to enhance securities in the future;
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the possibility that regulatory authorities never permit the trading of certain digital securities or the involvement by market participants in their trading or require changes to permit such trading, limiting tZERO's business;
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•
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the possibility that digital securities are not widely adopted and have limited users;
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the possibility that some market participants oppose the development of blockchain based systems like those central to tZERO's commercial mission;
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the uncertainty of the regulatory regime governing blockchain technologies and the possibility that new regulations or policies materially adversely affect tZERO's business;
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the possible slowing or stopping of the development or acceptance of blockchain technologies, digital assets and assets enhanced by blockchain technologies and the possible effects on tZERO's business plans;
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the potential negative impact of the price volatility of peer-to-peer digital assets and digital securities
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the technical, operational, financial, regulatory, legal, reputational, marketing and other obstacles we face in trying to create a profitable business from our blockchain initiatives;
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difficulties we may encounter in connection with our efforts to offer services to our customers outside of our retail business;
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difficulties, including expense and any operational or regulatory issues we may encounter in connection with tZERO or its subsidiaries;
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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 such initiatives 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;
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the difficulties tZERO will face in attempting to generate revenues from blockchain-based applications of any nature;
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impairment charges we may recognize with respect to assets or businesses that we, Medici Ventures or tZERO have acquired or may acquire;
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trading capabilities of the Series A-1 Preferred stock on the tZERO ATS following the Dividend (as defined below):
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uncertainty regarding the trading market for the Series A-1 Preferred stock following the Dividend, or any market reactions to such distribution;
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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; and
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the other risks described in this report or in our other public filings.
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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;
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Proprietary technologies which we believe help us provide our customers with a quality shopping experience;
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Logistics capabilities tailored to the furniture and home goods category and developed over our many years of e-commerce experience;
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Long-term mutually beneficial relationships with our partners, which currently number approximately 3,560; and
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Our Club O Loyalty Program, which we believe increases customer engagement and retention.
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Businesses advertising products or services on our Website;
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Our international business where we offer products to customers outside the United States using third party logistics providers;
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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; and
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Supplier Oasis, a single integration point through which our partners can manage their products, inventory and sales channels, and obtain multi-channel fulfillment services through our distribution network.
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price;
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product quality and assortment;
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shopping convenience;
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website organization and load speed;
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order processing and fulfillment;
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order delivery time;
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customer service;
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website functionality on mobile devices;
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brand recognition; and
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brand reputation.
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online discount general retailers;
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online private sale sites;
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online specialty retailers;
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online liquidators;
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online retailers who have or are developing significant "brick and mortar" capabilities; and
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•
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traditional general merchandise and specialty retailers and liquidators, many of which have a significant online presence.
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Executive Officers
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Age
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Position
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Jonathan Johnson III
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54
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Chief Executive Officer, President, and Director
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Anthony Strong
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43
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Acting Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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Carter Lee
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50
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Chief Administrative Officer
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Meghan Tuohig
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39
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Chief People Officer
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Dave Nielsen
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50
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President of Retail
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John Paul "J.P." Knab
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38
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Chief Marketing Officer
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Ron Hilton
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49
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Chief Sourcing & Operations Officer
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Krista Mathews
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34
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Chief Customer Officer
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Joel Weight
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45
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Chief Technology Officer
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Mark Baker
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50
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Chief Product Officer
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•
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the need to develop new supplier and manufacturer relationships;
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•
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the need to comply with additional U.S. and foreign laws and regulations;
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•
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changes in international laws, regulatory requirements, taxes and tariffs;
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•
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our limited experience with different local cultures and standards;
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•
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geopolitical events, such as war and terrorist attacks;
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the risk that the products we offer may not appeal to customers in international markets; and
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the additional resources and management attention required for such expansion.
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•
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worldwide growth in the adoption and use of peer-to-peer digital assets, assets enhanced by blockchain technology and other blockchain technologies;
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•
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government and quasi-government regulation of peer-to-peer digital assets and assets enhanced by blockchain technology and their use, or restrictions on or regulation of access to and operation of blockchain networks or similar systems;
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•
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the maintenance and development of the open-source software protocol of blockchain networks;
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•
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changes in consumer demographics and public tastes and preferences;
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the availability and popularity of other forms or methods of buying and selling goods and services, or trading assets including new means of using government-backed currencies or existing networks;
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•
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exploitable flaws inherent in blockchain technology (e.g. "double-spend" attacks or "51%" attacks);
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•
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general economic conditions affecting investment in and demand for peer-to-peer digital assets and assets enhanced by blockchain technology; and
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•
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a decline in the popularity or acceptance of peer-to-peer digital assets and assets enhanced by blockchain technology.
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•
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online retailers with or without discount departments, including Amazon.com, AliExpress (part of the Alibaba Group), eBay, and Rakuten.com (formerly Buy.com);
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•
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online shopping services, including Google Express;
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•
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online specialty retailers such as Blue Nile, Bluefly, Houzz, Jet.com, Wayfair, Zappos.com, and Zulily;
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•
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furniture specialists including Ashley Furniture, Bob's Discount Furniture, Havertys, Raymour & Flanigan and Rooms To Go;
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•
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traditional general merchandise and specialty retailers and liquidators including Barnes and Noble, Bed, Bath & Beyond, Best Buy, Costco, Crate and Barrel, Ethan Allen, Gilt, Home Depot, HomeGoods, Hudson's Bay Company, IKEA, J.C. Penney Company, Kirkland's, Kohl's, Lands' End, Lowe's, Macy's, Nordstrom, Pier 1 Imports, Pottery Barn, Restoration Hardware, Ross Stores, Saks Fifth Avenue, Sears, T.J. Maxx, Target, Wal-Mart, and Williams-Sonoma, all of which also have an online presence; and
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•
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online liquidators such as SmartBargains.
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•
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increases in the cost of advertising and changes in our sales and marketing expenditures;
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•
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expenses we incur in our Medici and tZERO business development efforts;
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•
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our inability to retain existing customers or encourage repeat purchases;
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•
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the extent to which our existing and future marketing campaigns are successful;
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•
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price competition, particularly in the costs of marketing as well as in product pricing;
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•
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the amount and timing of operating costs and capital expenditures;
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•
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the amount and timing of our purchases of inventory;
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•
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our inability to manage distribution operations or provide adequate levels of customer service;
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•
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increases in the cost of fuel, transportation or distribution;
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•
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our inability to implement technology changes or integrate operations and technologies from acquisitions or other business combinations;
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•
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our efforts to offer new lines of products and services; and
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•
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our inability to attract users to our website.
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•
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limiting the liability of, and providing indemnification to, our directors and officers;
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•
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limiting the ability of our stockholders to call and bring business before special meetings;
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•
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providing that our Board of Directors is classified into three classes of directors with staggered three-year terms;
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•
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only permitting the Board of Directors to fix the number of directors and to fill vacancies;
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•
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prohibiting cumulative voting in the election of directors;
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•
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prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
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•
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requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our Board of Directors;
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•
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controlling the procedures for the conduct and scheduling of Board of Directors and stockholder meetings; and
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•
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designating a state court located in the State of Delaware as the sole and exclusive forum for specified matters.
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|
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United States
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|
International
|
|
Total
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|||
Owned facilities
|
|
236
|
|
|
—
|
|
|
236
|
|
Leased facilities
|
|
1,494
|
|
|
21
|
|
|
1,515
|
|
Total facilities
|
|
1,730
|
|
|
21
|
|
|
1,751
|
|
|
|
Year ended December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue, net
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Retail
|
|
$
|
1,434,974
|
|
|
$
|
1,800,187
|
|
|
$
|
1,728,104
|
|
|
$
|
1,784,782
|
|
|
$
|
1,655,908
|
|
Other
|
|
24,444
|
|
|
21,405
|
|
|
16,652
|
|
|
15,181
|
|
|
1,930
|
|
|||||
Total net revenue
|
|
1,459,418
|
|
|
1,821,592
|
|
|
1,744,756
|
|
|
1,799,963
|
|
|
1,657,838
|
|
|||||
Cost of goods sold
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Retail
|
|
1,147,025
|
|
|
1,452,195
|
|
|
1,392,558
|
|
|
1,458,411
|
|
|
1,353,184
|
|
|||||
Other
|
|
19,300
|
|
|
15,489
|
|
|
11,647
|
|
|
10,203
|
|
|
—
|
|
|||||
Total cost of goods sold
|
|
1,166,325
|
|
|
1,467,684
|
|
|
1,404,205
|
|
|
1,468,614
|
|
|
1,353,184
|
|
|||||
Gross profit
|
|
293,093
|
|
|
353,908
|
|
|
340,551
|
|
|
331,349
|
|
|
304,654
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and marketing
|
|
143,120
|
|
|
274,479
|
|
|
180,589
|
|
|
147,896
|
|
|
124,468
|
|
|||||
Technology
|
|
135,338
|
|
|
132,154
|
|
|
115,878
|
|
|
106,760
|
|
|
98,533
|
|
|||||
General and administrative
|
|
138,124
|
|
|
164,481
|
|
|
90,718
|
|
|
89,298
|
|
|
82,187
|
|
|||||
Litigation settlement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,520
|
)
|
|
—
|
|
|||||
Total operating expenses
|
|
416,582
|
|
|
571,114
|
|
|
387,185
|
|
|
324,434
|
|
|
305,188
|
|
|||||
Operating income (loss)
|
|
(123,489
|
)
|
|
(217,206
|
)
|
|
(46,634
|
)
|
|
6,915
|
|
|
(534
|
)
|
|||||
Interest income
|
|
1,797
|
|
|
2,208
|
|
|
659
|
|
|
326
|
|
|
155
|
|
|||||
Interest expense
|
|
(342
|
)
|
|
(1,468
|
)
|
|
(2,937
|
)
|
|
(877
|
)
|
|
(140
|
)
|
|||||
Other income (expense), net
|
|
(12,501
|
)
|
|
(3,488
|
)
|
|
1,178
|
|
|
14,181
|
|
|
3,634
|
|
|||||
Income (loss) before income taxes
|
|
(134,535
|
)
|
|
(219,954
|
)
|
|
(47,734
|
)
|
|
20,545
|
|
|
3,115
|
|
|||||
Provision (benefit) for income taxes
|
|
185
|
|
|
(2,384
|
)
|
|
64,188
|
|
|
9,297
|
|
|
1,895
|
|
|||||
Consolidated net income (loss)
|
|
$
|
(134,720
|
)
|
|
$
|
(217,570
|
)
|
|
$
|
(111,922
|
)
|
|
$
|
11,248
|
|
|
$
|
1,220
|
|
Less: Net loss attributable to noncontrolling interests
|
|
(12,879
|
)
|
|
(11,500
|
)
|
|
(2,044
|
)
|
|
(1,274
|
)
|
|
(1,226
|
)
|
|||||
Net income (loss) attributable to stockholders of Overstock.com, Inc.
|
|
$
|
(121,841
|
)
|
|
$
|
(206,070
|
)
|
|
$
|
(109,878
|
)
|
|
$
|
12,522
|
|
|
$
|
2,446
|
|
Net income (loss) per common share—basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) attributable to common shares—basic
|
|
$
|
(3.46
|
)
|
|
$
|
(6.83
|
)
|
|
$
|
(4.28
|
)
|
|
$
|
0.49
|
|
|
$
|
0.10
|
|
Weighted average common shares outstanding—basic
|
|
34,865
|
|
|
29,976
|
|
|
25,044
|
|
|
25,342
|
|
|
24,612
|
|
|||||
Net income (loss) per common share—diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) attributable to common shares—diluted
|
|
$
|
(3.46
|
)
|
|
$
|
(6.83
|
)
|
|
$
|
(4.28
|
)
|
|
$
|
0.49
|
|
|
$
|
0.10
|
|
Weighted average common shares outstanding—diluted
|
|
34,865
|
|
|
29,976
|
|
|
25,044
|
|
|
25,426
|
|
|
24,703
|
|
|
|
As of December 31,
|
||||||||||||||||||
|
|
2019 (1)
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
112,266
|
|
|
$
|
141,512
|
|
|
$
|
203,215
|
|
|
$
|
183,098
|
|
|
$
|
170,262
|
|
Restricted cash
|
|
2,632
|
|
|
1,302
|
|
|
455
|
|
|
430
|
|
|
430
|
|
|||||
Working capital
|
|
(38,636
|
)
|
|
(26,219
|
)
|
|
50,534
|
|
|
(4,843
|
)
|
|
(10,308
|
)
|
|||||
Total assets
|
|
417,727
|
|
|
461,219
|
|
|
433,815
|
|
|
485,076
|
|
|
428,389
|
|
|||||
Long-term debt
|
|
—
|
|
|
3,069
|
|
|
39,909
|
|
|
44,179
|
|
|
8,843
|
|
|||||
Total liabilities
|
|
239,872
|
|
|
250,513
|
|
|
261,692
|
|
|
312,116
|
|
|
279,028
|
|
|||||
Stockholders' equity
|
|
177,855
|
|
|
210,706
|
|
|
172,123
|
|
|
172,960
|
|
|
149,361
|
|
(1)
|
— As a result of the adoption of new accounting guidance on January 1, 2019, we recognized lease assets and liabilities for operating leases with terms of more than twelve months. Prior period amounts were not adjusted and continue to be reported in accordance with our historic accounting policies. See Item 15 of Part IV, "Financial Statements"—Note 2. Accounting Policies for additional information.
|
•
|
Improve Mobile Experience - As more website visitors move to mobile, we are focusing on ensuring our mobile experience is fast, frictionless, and meets the unique needs of the mobile shopping journey. We believe an improved mobile experience improves product findability, conversion, search engine rankings, and organic traffic.
|
•
|
Overhaul Discounting and Pricing Experience - "Smart Value" is the heart of our value proposition. We believe clarifying our pricing and discounting experience allows customers to more confidently purchase at Overstock. Savvy shoppers expect a "smart deal," including saving through coupons, site sales, free shipping (over $45), Club O rewards and financing. We believe our net promoter score (NPS), repeat purchase rates and conversion will improve as we better optimize the mix of offers and clarify the pricing and discounting experience.
|
•
|
Real Time Performance and SKU Profitability - We are improving our ability to address site, assortment and pricing issues more quickly by enhancing our real-time visibility into site, category, and marketing channel performance. We believe this initiative allows us to reduce negative margin transactions, increase site issue resolution speed, and improve the overall customer experience.
|
•
|
Expand Partner Sponsored Marketing - We are accelerating the "Overstock Sponsored Product" program, a platform for our drop ship partners to promote their products to shoppers through a cost-per-click auction platform. In addition, we are implementing a marketing allowance program across all partners. We believe this allowance program will optimize the marketing promotion type mix and on-sale assortment to better meet the needs of customers.
|
•
|
Enable existing keiretsu companies to extend runway to profitability - The companies in Medici Ventures' keiretsu continue to push products into production. Medici Ventures supports its keiretsu companies by offering a variety of services including development, design, public relations services, and assistance in raising capital from third parties to extend the companies' runway to profitability.
|
•
|
Educate the public and policy makers on blockchain technologies - Medici Ventures works to increase general knowledge of blockchain technology, use cases, and corresponding value through speaking opportunities, article publication, policy maker outreach, and other public relations work.
|
•
|
Opportunistically approach future partnerships - Medici Ventures continues to review and seek out tactical opportunities to partner with seed-stage and startup companies that effectively use blockchain technology. This includes looking for opportunities that can effectively use Medici Ventures' enterprise-level technology development and design talent.
|
•
|
tZERO Technology Stack - In furtherance of its mission to revolutionize capital markets with distributed ledger technology, tZERO developed a suite of technologies which enable the trading of digital securities, which are conventional uncertificated securities where the issuer arranges for a digital "courtesy carbon copy" of the transfer agent's share registry to be viewable on the blockchain and may also be referred to as "digitally-enhanced securities". We refer to this suite of technologies as the "tZERO Technology Stack." The Series A-1 Preferred stock and TZROP and the alternative trading system on which they trade each use the tZERO Technology Stack. tZERO intends to further develop, market and license the tZERO Technology Stack to issuers interested in raising capital from the issuance of digital securities and to regulated venues and other market participants that trade, or participate in trading venues for digital securities.
|
•
|
tZERO ATS, LLC - tZERO ATS, LLC, formerly known as PRO Securities, LLC, is a FINRA-registered broker-dealer that owns and operates the tZERO ATS and is a wholly-owned subsidiary of tZERO. The tZERO ATS is a closed system available only to broker-dealer subscribers. The tZERO ATS does not accept orders from non-broker-dealers, nor does it hold, own or sell securities. The tZERO ATS currently supports the trading of two digital securities, the Series A-1 Preferred stock and TZROP and, in the future, is expected to support digital securities from other issuers.
|
•
|
Boston Security Token Exchange - tZERO and BOX Digital have a joint venture, the Boston Security Token Exchange LLC or BSTX, that intends to operate a U.S. national securities exchange facility of BOX Exchange LLC and support trading in a type of digital security called a security token. tZERO is working to create the necessary technology, including leveraging the tZERO Technology Stack, and will manage the ongoing technology implementation, administration, maintenance and support. BOX Digital is providing executive leadership and regulatory expertise. The commencement of operations of BSTX remains subject to approvals by the SEC regarding the proposed trading rules for BSTX and other matters related to its operation.
|
•
|
tZERO Markets - tZERO formed a new wholly-owned subsidiary in May 2019, tZERO Markets, LLC. tZERO Markets is in process of seeking regulatory approvals from FINRA and the SEC which would allow it to provide certain brokerage, investment banking, placement agent and best-efforts underwriting services for traditional equities and digital securities. tZERO Markets intends to offer a website and mobile application that allow retail customers to conduct self-directed trading of conventional and digital securities, along with its other activities.
|
•
|
tZERO Crypto - Effective January 1, 2019, tZERO acquired 100% of the equity interest in tZERO Crypto, Inc., formerly Bitsy, Inc., a startup founded to create a regulatorily compliant bridge between cryptocurrency and fiat currency for retail customers. tZERO Crypto began limited operations in 2018 and tZERO expanded the cryptocurrency wallet's capabilities throughout 2019. tZERO Crypto now provides non-custodial cryptocurrency wallet and exchange services allowing customers the ability to store, purchase and sell certain cryptocurrencies through the tZERO Crypto mobile application.
|
•
|
SpeedRoute - SpeedRoute is a wholly-owned broker-dealer subsidiary of tZERO. SpeedRoute is an electronic, agency‑only FINRA-registered broker-dealer that provides connectivity for its customers to U.S. equity exchanges as well as off-exchange sources of liquidity such as dark pools. All of SpeedRoute's customers are registered broker-dealers. SpeedRoute does not hold, own or sell securities.
|
•
|
Digital Locate Receipts Software - tZERO has completed development of "digital locate receipt" software intended to help broker-dealer licensees with stock inventory load to manage and create a blockchain-based record of their inventory. The DLR Software is meant to allow broker-dealer licensees to assist short sellers of public securities in establishing that they have a record of compliance with regulatory requirements. At this point, tZERO has paused commercialization of the DLR Software as it focuses its resources on other blockchain initiatives but may resume its commercialization and expects the underlying technology retains valuable potential uses in tZERO's product ecosystem.
|
•
|
Verify Investor, LLC - tZERO's subsidiary, Verify Investor, LLC, provides an online accredited investor verification solution.
|
•
|
revenue recognition; and
|
•
|
accounting for the tZERO digital security offering.
|
|
|
Year Ended December 31, 2019
|
||||||
Change in the Estimate of Average Transit Times (Days)
|
|
Increase (Decrease)
Revenue |
|
Increase (Decrease)
Income Before Tax |
||||
2
|
|
$
|
(8,167
|
)
|
|
$
|
(1,364
|
)
|
1
|
|
$
|
(1,977
|
)
|
|
$
|
(333
|
)
|
As reported
|
|
As reported
|
|
|
As reported
|
|
||
(1)
|
|
$
|
3,332
|
|
|
$
|
506
|
|
(2)
|
|
$
|
6,520
|
|
|
$
|
1,031
|
|
|
|
Year ended December 31,
|
|
|
|
|
|||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Revenue, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Retail
|
|
$
|
1,434,974
|
|
|
$
|
1,800,187
|
|
|
$
|
(365,213
|
)
|
|
(20.3
|
)%
|
Other
|
|
24,444
|
|
|
21,405
|
|
|
3,039
|
|
|
14.2
|
%
|
|||
Total revenue, net
|
|
$
|
1,459,418
|
|
|
$
|
1,821,592
|
|
|
$
|
(362,174
|
)
|
|
(19.9
|
)%
|
|
|
Year ended December 31,
|
|
|
|
|
|||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Revenue, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Retail
|
|
$
|
1,434,974
|
|
|
$
|
1,800,187
|
|
|
$
|
(365,213
|
)
|
|
(20.3
|
)%
|
Other
|
|
24,444
|
|
|
21,405
|
|
|
3,039
|
|
|
14.2
|
%
|
|||
Total net revenue
|
|
1,459,418
|
|
|
1,821,592
|
|
|
(362,174
|
)
|
|
(19.9
|
)%
|
|||
Cost of goods sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Retail
|
|
1,147,025
|
|
|
1,452,195
|
|
|
(305,170
|
)
|
|
(21.0
|
)%
|
|||
Other
|
|
19,300
|
|
|
15,489
|
|
|
3,811
|
|
|
24.6
|
%
|
|||
Total cost of goods sold
|
|
1,166,325
|
|
|
1,467,684
|
|
|
(301,359
|
)
|
|
(20.5
|
)%
|
|||
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Retail
|
|
287,949
|
|
|
347,992
|
|
|
(60,043
|
)
|
|
(17.3
|
)%
|
|||
Other
|
|
5,144
|
|
|
5,916
|
|
|
(772
|
)
|
|
(13.0
|
)%
|
|||
Total gross profit
|
|
$
|
293,093
|
|
|
$
|
353,908
|
|
|
$
|
(60,815
|
)
|
|
(17.2
|
)%
|
|
|
Q1 2019
|
|
Q2 2019
|
|
Q3 2019
|
|
Q4 2019
|
|
FY 2019
|
|||||
Retail
|
|
19.9
|
%
|
|
19.7
|
%
|
|
20.0
|
%
|
|
20.7
|
%
|
|
20.1
|
%
|
Other
|
|
22.3
|
%
|
|
22.6
|
%
|
|
20.6
|
%
|
|
19.1
|
%
|
|
21.0
|
%
|
Combined
|
|
19.9
|
%
|
|
19.8
|
%
|
|
20.0
|
%
|
|
20.6
|
%
|
|
20.1
|
%
|
|
|
Q1 2018
|
|
Q2 2018
|
|
Q3 2018
|
|
Q4 2018
|
|
FY 2018
|
|||||
Retail
|
|
21.0
|
%
|
|
18.9
|
%
|
|
19.5
|
%
|
|
17.9
|
%
|
|
19.3
|
%
|
Other
|
|
27.2
|
%
|
|
24.1
|
%
|
|
33.1
|
%
|
|
26.8
|
%
|
|
27.6
|
%
|
Combined
|
|
21.1
|
%
|
|
19.0
|
%
|
|
19.7
|
%
|
|
18.0
|
%
|
|
19.4
|
%
|
|
|
Year ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
||||||||
Total revenue, net
|
|
$
|
1,459,418
|
|
|
100%
|
|
$
|
1,821,592
|
|
|
100%
|
Cost of goods sold
|
|
|
|
|
|
|
|
|
|
|
||
Product costs and other cost of goods sold
|
|
1,100,351
|
|
|
75.4%
|
|
1,390,750
|
|
|
76.3%
|
||
Fulfillment and related costs
|
|
65,974
|
|
|
4.5%
|
|
76,934
|
|
|
4.2%
|
||
Total cost of goods sold
|
|
1,166,325
|
|
|
79.9%
|
|
1,467,684
|
|
|
80.6%
|
||
Gross profit
|
|
$
|
293,093
|
|
|
20.1%
|
|
$
|
353,908
|
|
|
19.4%
|
|
|
Year ended December 31,
|
|
|
|
|
|||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Sales and marketing expenses
|
|
$
|
143,120
|
|
|
$
|
274,479
|
|
|
$
|
(131,359
|
)
|
|
(47.9
|
)%
|
Sales and marketing expenses as a percent of net revenues
|
|
9.8
|
%
|
|
15.1
|
%
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Technology expenses
|
|
$
|
135,338
|
|
|
$
|
132,154
|
|
|
$
|
3,184
|
|
|
2.4
|
%
|
Technology expenses as a percent of net revenues
|
|
9.3
|
%
|
|
7.3
|
%
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
|
|
|
|
|||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
General and administrative expenses
|
|
$
|
138,124
|
|
|
$
|
164,481
|
|
|
$
|
(26,357
|
)
|
|
(16.0
|
)%
|
General and administrative expenses as a percent of net revenues
|
|
9.5
|
%
|
|
9.0
|
%
|
|
|
|
|
|
|
|
|
Year ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Cost of goods sold—retail
|
|
$
|
687
|
|
|
$
|
354
|
|
Technology
|
|
20,798
|
|
|
21,894
|
|
||
General and administrative
|
|
4,777
|
|
|
4,163
|
|
||
Total depreciation
|
|
$
|
26,262
|
|
|
$
|
26,411
|
|
|
|
Year ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Technology
|
|
$
|
3,726
|
|
|
$
|
3,424
|
|
Sales and marketing
|
|
64
|
|
|
460
|
|
||
General and administrative
|
|
(458
|
)
|
|
1,402
|
|
||
Total amortization
|
|
$
|
3,332
|
|
|
$
|
5,286
|
|
|
|
Year ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Cost of goods sold—retail
|
|
$
|
212
|
|
|
$
|
201
|
|
Sales and marketing
|
|
1,941
|
|
|
1,728
|
|
||
Technology
|
|
5,796
|
|
|
2,066
|
|
||
General and administrative
|
|
10,280
|
|
|
10,361
|
|
||
Total stock-based compensation
|
|
$
|
18,229
|
|
|
$
|
14,356
|
|
|
|
Year ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash provided by (used in):
|
|
|
|
|
|
|
||
Operating activities
|
|
$
|
(81,612
|
)
|
|
$
|
(138,934
|
)
|
Investing activities
|
|
(26,852
|
)
|
|
(110,923
|
)
|
||
Financing activities
|
|
80,548
|
|
|
189,001
|
|
|
|
Payment due by period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Operating leases
|
|
$
|
35,552
|
|
|
$
|
8,639
|
|
|
$
|
11,382
|
|
|
$
|
8,170
|
|
|
$
|
7,361
|
|
Technology services
|
|
2,514
|
|
|
2,514
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
|
$
|
38,066
|
|
|
$
|
11,153
|
|
|
$
|
11,382
|
|
|
$
|
8,170
|
|
|
$
|
7,361
|
|
|
|
|
December 31,
2019 |
|
December 31,
2018 |
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
112,266
|
|
|
$
|
141,512
|
|
Restricted cash
|
2,632
|
|
|
1,302
|
|
||
Marketable securities at fair value
|
10,308
|
|
|
—
|
|
||
Accounts receivable, net
|
24,728
|
|
|
35,930
|
|
||
Notes receivable, current
|
3,111
|
|
|
359
|
|
||
Inventories, net
|
5,840
|
|
|
14,108
|
|
||
Prepaids and other current assets
|
18,478
|
|
|
22,056
|
|
||
Total current assets
|
177,363
|
|
|
215,267
|
|
||
Property and equipment, net
|
130,028
|
|
|
134,687
|
|
||
Intangible assets, net
|
11,756
|
|
|
13,370
|
|
||
Goodwill
|
27,120
|
|
|
22,895
|
|
||
Equity securities
|
42,043
|
|
|
60,427
|
|
||
Operating lease right-of-use assets
|
25,384
|
|
|
—
|
|
||
Other long-term assets, net
|
4,033
|
|
|
14,573
|
|
||
Total assets
|
$
|
417,727
|
|
|
$
|
461,219
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
75,416
|
|
|
$
|
102,574
|
|
Accrued liabilities
|
88,197
|
|
|
87,858
|
|
||
Deferred revenue
|
41,821
|
|
|
50,578
|
|
||
Operating lease liabilities, current
|
6,603
|
|
|
—
|
|
||
Other current liabilities
|
3,962
|
|
|
476
|
|
||
Total current liabilities
|
215,999
|
|
|
241,486
|
|
||
Long-term debt, net
|
—
|
|
|
3,069
|
|
||
Operating lease liabilities, non-current
|
21,554
|
|
|
—
|
|
||
Other long-term liabilities
|
2,319
|
|
|
5,958
|
|
||
Total liabilities
|
239,872
|
|
|
250,513
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
|
|
||
Preferred stock, $0.0001 par value, authorized shares - 5,000
|
|
|
|
|
|
||
Series A, issued and outstanding - 0 and 127
|
—
|
|
|
—
|
|
||
Series A-1, issued and outstanding - 4,210 and 0 (including 4,085 shares declared as a stock dividend, not yet distributed)
|
—
|
|
|
—
|
|
||
Series B, issued and outstanding - 357 and 355
|
—
|
|
|
—
|
|
||
Common stock, $0.0001 par value, authorized shares - 100,000
|
|
|
|
|
|
||
Issued shares - 42,790 and 35,346
|
|
|
|
|
|
||
Outstanding shares - 39,464 and 32,146
|
4
|
|
|
3
|
|
||
Additional paid-in capital
|
764,845
|
|
|
657,981
|
|
||
Accumulated deficit
|
(580,390
|
)
|
|
(458,897
|
)
|
||
Accumulated other comprehensive loss
|
(568
|
)
|
|
(584
|
)
|
||
Treasury stock at cost - 3,326 and 3,200
|
(68,807
|
)
|
|
(66,757
|
)
|
||
Equity attributable to stockholders of Overstock.com, Inc.
|
115,084
|
|
|
131,746
|
|
||
Equity attributable to noncontrolling interests
|
62,771
|
|
|
78,960
|
|
||
Total stockholders' equity
|
177,855
|
|
|
210,706
|
|
||
Total liabilities and stockholders' equity
|
$
|
417,727
|
|
|
$
|
461,219
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue, net
|
|
|
|
|
|
|
|
|
|||
Retail
|
$
|
1,434,974
|
|
|
$
|
1,800,187
|
|
|
$
|
1,728,104
|
|
Other
|
24,444
|
|
|
21,405
|
|
|
16,652
|
|
|||
Total net revenue
|
1,459,418
|
|
|
1,821,592
|
|
|
1,744,756
|
|
|||
Cost of goods sold
|
|
|
|
|
|
|
|
|
|||
Retail
|
1,147,025
|
|
|
1,452,195
|
|
|
1,392,558
|
|
|||
Other
|
19,300
|
|
|
15,489
|
|
|
11,647
|
|
|||
Total cost of goods sold
|
1,166,325
|
|
|
1,467,684
|
|
|
1,404,205
|
|
|||
Gross profit
|
293,093
|
|
|
353,908
|
|
|
340,551
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Sales and marketing
|
143,120
|
|
|
274,479
|
|
|
180,589
|
|
|||
Technology
|
135,338
|
|
|
132,154
|
|
|
115,878
|
|
|||
General and administrative
|
138,124
|
|
|
164,481
|
|
|
90,718
|
|
|||
Total operating expenses
|
416,582
|
|
|
571,114
|
|
|
387,185
|
|
|||
Operating loss
|
(123,489
|
)
|
|
(217,206
|
)
|
|
(46,634
|
)
|
|||
Interest income
|
1,797
|
|
|
2,208
|
|
|
659
|
|
|||
Interest expense
|
(342
|
)
|
|
(1,468
|
)
|
|
(2,937
|
)
|
|||
Other income (expense), net
|
(12,501
|
)
|
|
(3,488
|
)
|
|
1,178
|
|
|||
Loss before income taxes
|
(134,535
|
)
|
|
(219,954
|
)
|
|
(47,734
|
)
|
|||
Provision (benefit) from income taxes
|
185
|
|
|
(2,384
|
)
|
|
64,188
|
|
|||
Consolidated net loss
|
$
|
(134,720
|
)
|
|
$
|
(217,570
|
)
|
|
$
|
(111,922
|
)
|
Less: Net loss attributable to noncontrolling interests
|
(12,879
|
)
|
|
(11,500
|
)
|
|
(2,044
|
)
|
|||
Net loss attributable to stockholders of Overstock.com, Inc.
|
$
|
(121,841
|
)
|
|
$
|
(206,070
|
)
|
|
$
|
(109,878
|
)
|
Net loss per common share—basic:
|
|
|
|
|
|
|
|
|
|||
Net loss attributable to common shares—basic:
|
$
|
(3.46
|
)
|
|
$
|
(6.83
|
)
|
|
$
|
(4.28
|
)
|
Weighted average common shares outstanding—basic
|
34,865
|
|
|
29,976
|
|
|
25,044
|
|
|||
Net loss per common share—diluted:
|
|
|
|
|
|
|
|
|
|||
Net loss attributable to common shares—diluted:
|
$
|
(3.46
|
)
|
|
$
|
(6.83
|
)
|
|
$
|
(4.28
|
)
|
Weighted average common shares outstanding—diluted
|
34,865
|
|
|
29,976
|
|
|
25,044
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Consolidated net loss
|
$
|
(134,720
|
)
|
|
$
|
(217,570
|
)
|
|
$
|
(111,922
|
)
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Unrealized gain on cash flow hedges, net of benefit (expense) for taxes of $0, $0 and $(689)
|
16
|
|
|
15
|
|
|
941
|
|
|||
Other comprehensive income
|
16
|
|
|
15
|
|
|
941
|
|
|||
Comprehensive loss
|
$
|
(134,704
|
)
|
|
$
|
(217,555
|
)
|
|
$
|
(110,981
|
)
|
Less: Comprehensive loss attributable to noncontrolling interests
|
(12,879
|
)
|
|
(11,500
|
)
|
|
(2,044
|
)
|
|||
Comprehensive loss attributable to stockholders of Overstock.com, Inc.
|
$
|
(121,825
|
)
|
|
$
|
(206,055
|
)
|
|
$
|
(108,937
|
)
|
Overstock.com, Inc.
Consolidated Statements of Changes in Stockholders' Equity
(in thousands, except per share data)
|
|||||||||||
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Additional paid-in capital
|
|
|
|
|
|
|
|
||||
Balance at beginning of year
|
$
|
657,981
|
|
|
$
|
494,732
|
|
|
$
|
383,348
|
|
Stock-based compensation to employees and directors
|
18,229
|
|
|
10,316
|
|
|
4,077
|
|
|||
Common stock issued for asset purchase
|
—
|
|
|
4,430
|
|
|
—
|
|
|||
Exercise of stock options
|
—
|
|
|
—
|
|
|
664
|
|
|||
Issuance and exercise of stock warrants
|
—
|
|
|
50,588
|
|
|
106,462
|
|
|||
Common stock sold through ATM offering, net
|
85,801
|
|
|
94,554
|
|
|
—
|
|
|||
Other
|
2,834
|
|
|
3,361
|
|
|
181
|
|
|||
Balance at end of year
|
$
|
764,845
|
|
|
$
|
657,981
|
|
|
$
|
494,732
|
|
Accumulated deficit
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
(458,897
|
)
|
|
$
|
(254,692
|
)
|
|
$
|
(153,898
|
)
|
Cumulative effect of change in accounting principle
|
—
|
|
|
5,040
|
|
|
9,374
|
|
|||
Net loss attributable to stockholders of Overstock.com, Inc.
|
(121,841
|
)
|
|
(206,070
|
)
|
|
(109,878
|
)
|
|||
Declaration and payment of preferred dividends
|
(77
|
)
|
|
(77
|
)
|
|
(109
|
)
|
|||
Other
|
425
|
|
|
(3,098
|
)
|
|
(181
|
)
|
|||
Balance at end of year
|
$
|
(580,390
|
)
|
|
$
|
(458,897
|
)
|
|
$
|
(254,692
|
)
|
Accumulated other comprehensive loss
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
(584
|
)
|
|
$
|
(599
|
)
|
|
$
|
(1,540
|
)
|
Net other comprehensive income
|
16
|
|
|
15
|
|
|
941
|
|
|||
Balance at end of year
|
$
|
(568
|
)
|
|
$
|
(584
|
)
|
|
$
|
(599
|
)
|
Treasury stock
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
(66,757
|
)
|
|
$
|
(63,816
|
)
|
|
$
|
(52,587
|
)
|
Tax withholding upon vesting of restricted stock
|
(1,407
|
)
|
|
(2,941
|
)
|
|
(1,229
|
)
|
|||
Common stock repurchased through business combination
|
(643
|
)
|
|
—
|
|
|
—
|
|
|||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
(10,000
|
)
|
|||
Balance at end of year
|
(68,807
|
)
|
|
(66,757
|
)
|
|
(63,816
|
)
|
|||
Total equity attributable to stockholders of Overstock.com, Inc.
|
$
|
115,084
|
|
|
$
|
131,746
|
|
|
$
|
175,628
|
|
|
|
|
|
|
|
||||||
Equity attributable to noncontrolling interests
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
78,960
|
|
|
$
|
(3,505
|
)
|
|
$
|
(2,366
|
)
|
Proceeds from security token offering, net
|
—
|
|
|
82,354
|
|
|
905
|
|
|||
Stock-based compensation to employees and directors
|
—
|
|
|
4,040
|
|
|
—
|
|
|||
Tax withholding upon vesting of restricted stock
|
—
|
|
|
(1,681
|
)
|
|
—
|
|
|||
Paid in capital for noncontrolling interest
|
—
|
|
|
5,932
|
|
|
—
|
|
|||
Fair value of noncontrolling interest at acquisition
|
—
|
|
|
4,468
|
|
|
—
|
|
|||
Net loss attributable to noncontrolling interests
|
(12,879
|
)
|
|
(11,500
|
)
|
|
(2,044
|
)
|
|||
Other
|
(3,310
|
)
|
|
(1,148
|
)
|
|
—
|
|
|||
Total equity attributable to noncontrolling interests
|
$
|
62,771
|
|
|
$
|
78,960
|
|
|
$
|
(3,505
|
)
|
|
|
|
|
|
|
||||||
Total stockholders' equity
|
$
|
177,855
|
|
|
$
|
210,706
|
|
|
$
|
172,123
|
|
Overstock.com, Inc.
Consolidated Statements of Cash Flows
(in thousands)
|
|||||||||||
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||
Consolidated net loss
|
$
|
(134,720
|
)
|
|
$
|
(217,570
|
)
|
|
$
|
(111,922
|
)
|
Adjustments to reconcile consolidated net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation of property and equipment
|
26,262
|
|
|
26,411
|
|
|
28,848
|
|
|||
Amortization of intangible assets
|
4,769
|
|
|
5,286
|
|
|
3,999
|
|
|||
Non-cash operating lease cost
|
6,676
|
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation to employees and directors
|
18,229
|
|
|
14,356
|
|
|
4,077
|
|
|||
Deferred income taxes, net
|
(69
|
)
|
|
(2,386
|
)
|
|
65,199
|
|
|||
Gain on investment in precious metals
|
—
|
|
|
—
|
|
|
(1,971
|
)
|
|||
Gain on sale of cryptocurrencies
|
(569
|
)
|
|
(8,370
|
)
|
|
(1,995
|
)
|
|||
Impairment of cryptocurrencies
|
334
|
|
|
10,463
|
|
|
—
|
|
|||
Impairment of equity securities
|
7,090
|
|
|
536
|
|
|
5,487
|
|
|||
Losses on equity method securities
|
7,734
|
|
|
3,869
|
|
|
508
|
|
|||
Loss on disposal of business and other asset abandonments
|
—
|
|
|
3,565
|
|
|
—
|
|
|||
Impairments on intangible assets
|
1,406
|
|
|
6,000
|
|
|
—
|
|
|||
Other non-cash adjustments
|
(2,037
|
)
|
|
(583
|
)
|
|
2,832
|
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
||||
Accounts receivable, net
|
13,385
|
|
|
(5,558
|
)
|
|
(1,938
|
)
|
|||
Inventories, net
|
8,268
|
|
|
628
|
|
|
5,234
|
|
|||
Prepaids and other current assets
|
5,956
|
|
|
(3,622
|
)
|
|
(2,799
|
)
|
|||
Other long-term assets, net
|
(660
|
)
|
|
(2,870
|
)
|
|
(2,307
|
)
|
|||
Accounts payable
|
(27,158
|
)
|
|
16,499
|
|
|
(20,995
|
)
|
|||
Accrued liabilities
|
(281
|
)
|
|
5,661
|
|
|
(12,311
|
)
|
|||
Deferred revenue
|
(8,757
|
)
|
|
9,150
|
|
|
4,688
|
|
|||
Operating lease liabilities
|
(8,013
|
)
|
|
—
|
|
|
—
|
|
|||
Other long-term liabilities
|
543
|
|
|
(399
|
)
|
|
145
|
|
|||
Net cash used in operating activities
|
(81,612
|
)
|
|
(138,934
|
)
|
|
(35,221
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||
Proceeds from sale of precious metals
|
—
|
|
|
—
|
|
|
11,917
|
|
|||
Purchase of intangible assets
|
—
|
|
|
(9,597
|
)
|
|
(423
|
)
|
|||
Purchase of equity securities
|
(12,641
|
)
|
|
(48,731
|
)
|
|
(5,188
|
)
|
|||
Proceeds from sale of equity securities and marketable securities
|
7,339
|
|
|
—
|
|
|
—
|
|
|||
Disbursement for notes receivable
|
(4,715
|
)
|
|
(3,059
|
)
|
|
(750
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
4,886
|
|
|
(12,912
|
)
|
|
—
|
|
|||
Deposit on purchase of a business
|
—
|
|
|
(8,000
|
)
|
|
—
|
|
|||
Expenditures for property and equipment
|
(21,774
|
)
|
|
(28,680
|
)
|
|
(23,586
|
)
|
|||
Other investing activities, net
|
53
|
|
|
56
|
|
|
70
|
|
|||
Net cash used in investing activities
|
(26,852
|
)
|
|
(110,923
|
)
|
|
(17,960
|
)
|
|||
|
|||||||||||
Continued on the following page
|
|||||||||||
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||
Payments on finance obligations
|
—
|
|
|
—
|
|
|
(15,316
|
)
|
|||
Payments on interest swap
|
—
|
|
|
—
|
|
|
(1,535
|
)
|
|||
Payment on long-term debt
|
(3,141
|
)
|
|
(40,000
|
)
|
|
(45,766
|
)
|
|||
Proceeds under short-term contract financing
|
4,858
|
|
|
—
|
|
|
—
|
|
|||
Payments under short-term contract financing
|
(1,353
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
40,000
|
|
|||
Payments of preferred dividends
|
(77
|
)
|
|
(77
|
)
|
|
(109
|
)
|
|||
Proceeds from issuance and exercise of stock warrants
|
—
|
|
|
50,588
|
|
|
106,462
|
|
|||
Proceeds from exercise of stock options
|
—
|
|
|
—
|
|
|
664
|
|
|||
Proceeds from security token offering, net of offering costs and withdrawals
|
—
|
|
|
82,354
|
|
|
905
|
|
|||
Proceeds from sale of common stock, net of offering costs
|
82,954
|
|
|
94,554
|
|
|
—
|
|
|||
Paid in capital for noncontrolling interest
|
—
|
|
|
6,700
|
|
|
—
|
|
|||
Purchase of treasury stock
|
—
|
|
|
—
|
|
|
(10,000
|
)
|
|||
Payments of taxes withheld upon vesting of restricted stock
|
(1,407
|
)
|
|
(4,622
|
)
|
|
(1,229
|
)
|
|||
Payment of debt issuance costs
|
—
|
|
|
—
|
|
|
(670
|
)
|
|||
Other financing activities, net
|
(1,286
|
)
|
|
(496
|
)
|
|
(83
|
)
|
|||
Net cash provided by financing activities
|
80,548
|
|
|
189,001
|
|
|
73,323
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
(27,916
|
)
|
|
(60,856
|
)
|
|
20,142
|
|
|||
Cash, cash equivalents and restricted cash, beginning of year
|
142,814
|
|
|
203,670
|
|
|
183,528
|
|
|||
Cash, cash equivalents and restricted cash, end of year
|
$
|
114,898
|
|
|
$
|
142,814
|
|
|
$
|
203,670
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
||||
Cash paid during the period:
|
|
|
|
|
|
|
|
||||
Interest paid, net of amounts capitalized
|
$
|
264
|
|
|
$
|
1,319
|
|
|
$
|
2,940
|
|
Income taxes paid (refunded), net
|
(1,259
|
)
|
|
(726
|
)
|
|
487
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
||||
Property and equipment financed through accounts payable and accrued liabilities
|
$
|
350
|
|
|
$
|
139
|
|
|
$
|
989
|
|
Equipment acquired under capital lease obligations
|
—
|
|
|
—
|
|
|
1,421
|
|
|||
Proceeds from sale of common stock included in accounts receivable
|
2,848
|
|
|
—
|
|
|
—
|
|
|||
Acquisition of assets through stock issuance
|
—
|
|
|
4,430
|
|
|
—
|
|
|||
Change in fair value of cash flow hedge
|
—
|
|
|
—
|
|
|
(1,738
|
)
|
|||
Common stock repurchased through business combination
|
643
|
|
|
—
|
|
|
—
|
|
|||
Receivables converted to equity securities
|
2,887
|
|
|
200
|
|
|
1,368
|
|
|||
Deposit applied to business combination purchase price
|
7,347
|
|
|
—
|
|
|
—
|
|
|||
Equity method security applied to business combination purchase price
|
3,800
|
|
|
—
|
|
|
—
|
|
|||
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.
|
|
Fair Value Measurements at December 31, 2019
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents—Money market mutual funds
|
$
|
2,799
|
|
|
$
|
2,799
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment in equity securities, at fair value
|
823
|
|
|
823
|
|
|
—
|
|
|
—
|
|
||||
Investment in marketable securities, at fair value
|
10,308
|
|
|
10,308
|
|
|
—
|
|
|
—
|
|
||||
Trading securities held in a "rabbi trust" (1)
|
116
|
|
|
116
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
$
|
14,046
|
|
|
$
|
14,046
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred compensation accrual "rabbi trust" (2)
|
$
|
116
|
|
|
$
|
116
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Total liabilities
|
$
|
116
|
|
|
$
|
116
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fair Value Measurements at December 31, 2018
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents—Money market mutual funds
|
$
|
3,135
|
|
|
$
|
3,135
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investment in equity securities, at fair value
|
2,636
|
|
|
2,636
|
|
|
—
|
|
|
—
|
|
||||
Trading securities held in a "rabbi trust" (1)
|
84
|
|
|
84
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
$
|
5,855
|
|
|
$
|
5,855
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred compensation accrual "rabbi trust" (2)
|
85
|
|
|
85
|
|
|
—
|
|
|
—
|
|
||||
Total liabilities
|
$
|
85
|
|
|
$
|
85
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
— Trading securities held in a rabbi trust are included in Prepaids and other current assets and Other long-term assets, net in the consolidated balance sheets.
|
(2)
|
— Non-qualified deferred compensation in a rabbi trust is included in Accrued liabilities and Other long-term liabilities in the consolidated balance sheets.
|
|
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
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Cost of goods sold—retail
|
$
|
687
|
|
|
$
|
354
|
|
|
$
|
307
|
|
Technology
|
20,798
|
|
|
21,894
|
|
|
24,604
|
|
|||
General and administrative
|
4,777
|
|
|
4,163
|
|
|
3,937
|
|
|||
Total depreciation
|
$
|
26,262
|
|
|
$
|
26,411
|
|
|
$
|
28,848
|
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Impairments and downward adjustments of equity securities without readily determinable fair values
|
$
|
(5,708
|
)
|
|
$
|
(536
|
)
|
|
$
|
(5,487
|
)
|
Upward adjustments of equity securities without readily determinable fair values
|
$
|
—
|
|
|
$
|
958
|
|
|
$
|
—
|
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net gains recognized during the period on equity securities and marketable securities
|
$
|
3,336
|
|
|
$
|
136
|
|
|
$
|
—
|
|
Less: Net gains recognized during the period on equity securities and marketable securities sold
|
848
|
|
|
—
|
|
|
—
|
|
|||
Unrealized gains recognized during the reporting period on equity securities and marketable securities still held at the reporting period
|
$
|
2,488
|
|
|
$
|
136
|
|
|
$
|
—
|
|
|
Ownership
interest
|
Bitt Inc.
|
21%
|
Boston Security Token Exchange LLC
|
50%
|
Chainstone Labs, Inc.
|
29%
|
FinClusive Capital, Inc.
|
10%
|
GrainChain, Inc.
|
18%
|
Minds, Inc.
|
24%
|
PeerNova, Inc.
|
11%
|
SettleMint NV
|
29%
|
Spera, Inc.
|
19%
|
VinX Network Ltd.
|
29%
|
Voatz, Inc.
|
20%
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net loss recognized on our proportionate share of the net losses of our equity method securities and amortization of the basis difference
|
$
|
7,734
|
|
|
$
|
3,869
|
|
|
$
|
508
|
|
Impairments on equity method securities
|
1,382
|
|
|
—
|
|
|
—
|
|
|||
Net loss recognized during the period on equity method securities sold
|
524
|
|
|
—
|
|
|
—
|
|
|
Amount
|
||
Balances as of December 31, 2017 (1)
|
$
|
14,698
|
|
Goodwill acquired during year
|
8,197
|
|
|
Balances as of December 31, 2018 (2)
|
22,895
|
|
|
Goodwill acquired during year
|
1,685
|
|
|
Purchase price adjustment
|
2,540
|
|
|
Balances as of December 31, 2019 (3)
|
$
|
27,120
|
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Intangible assets subject to amortization, gross (1)
|
$
|
30,284
|
|
|
$
|
29,099
|
|
Less: accumulated amortization of intangible assets subject to amortization
|
(18,528
|
)
|
|
(15,729
|
)
|
||
Total intangible assets, net
|
$
|
11,756
|
|
|
$
|
13,370
|
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Technology
|
$
|
3,726
|
|
|
$
|
3,424
|
|
|
$
|
3,620
|
|
Sales and marketing
|
64
|
|
|
460
|
|
|
83
|
|
|||
General and administrative
|
(458
|
)
|
|
1,402
|
|
|
296
|
|
|||
Total amortization
|
$
|
3,332
|
|
|
$
|
5,286
|
|
|
$
|
3,999
|
|
|
Amount
|
||
Deferred revenue at December 31, 2017
|
$
|
46,468
|
|
Increase due to deferral of revenue at period end
|
43,216
|
|
|
Decrease due to beginning contract liabilities recognized as revenue
|
(39,106
|
)
|
|
Deferred revenue at December 31, 2018
|
50,578
|
|
|
Increase due to deferral of revenue at period end
|
36,622
|
|
|
Decrease due to beginning contract liabilities recognized as revenue
|
(45,379
|
)
|
|
Deferred revenue at December 31, 2019
|
$
|
41,821
|
|
|
Amount
|
||
Allowance for returns at December 31, 2016
|
$
|
18,176
|
|
Additions to the allowance
|
169,398
|
|
|
Deductions from the allowance
|
(170,183
|
)
|
|
Allowance for returns at December 31, 2017
|
17,391
|
|
|
Additions to the allowance
|
174,864
|
|
|
Deductions from the allowance
|
(176,994
|
)
|
|
Allowance for returns at December 31, 2018
|
15,261
|
|
|
Additions to the allowance
|
117,040
|
|
|
Deductions from the allowance
|
(121,194
|
)
|
|
Allowance for returns at December 31, 2019
|
$
|
11,107
|
|
|
Year ended December 31,
|
||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||||||||
Total revenue, net
|
$
|
1,459,418
|
|
|
100%
|
|
$
|
1,821,592
|
|
|
100%
|
|
$
|
1,744,756
|
|
|
100%
|
Cost of goods sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Product costs and other cost of goods sold
|
1,100,351
|
|
|
75%
|
|
1,390,750
|
|
|
76%
|
|
1,328,749
|
|
|
76%
|
|||
Fulfillment and related costs
|
65,974
|
|
|
5%
|
|
76,934
|
|
|
4%
|
|
75,456
|
|
|
4%
|
|||
Total cost of goods sold
|
1,166,325
|
|
|
80%
|
|
1,467,684
|
|
|
81%
|
|
1,404,205
|
|
|
80%
|
|||
Gross profit
|
$
|
293,093
|
|
|
20%
|
|
$
|
353,908
|
|
|
19%
|
|
$
|
340,551
|
|
|
20%
|
|
Year ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net loss attributable to stockholders of Overstock.com, Inc.
|
$
|
(121,841
|
)
|
|
$
|
(206,070
|
)
|
|
$
|
(109,878
|
)
|
Less: Preferred stock converted to common stock
|
—
|
|
|
3,098
|
|
|
—
|
|
|||
Less: Preferred stock (TZROP) repurchase (gain)/loss
|
(425
|
)
|
|
—
|
|
|
—
|
|
|||
Less: Preferred stock dividends—declared and accumulated
|
894
|
|
|
77
|
|
|
216
|
|
|||
Undistributed loss
|
(122,310
|
)
|
|
(209,245
|
)
|
|
(110,094
|
)
|
|||
Less: Undistributed loss allocated to participating securities
|
(1,665
|
)
|
|
(4,368
|
)
|
|
(2,960
|
)
|
|||
Net loss attributable to common shares
|
$
|
(120,645
|
)
|
|
$
|
(204,877
|
)
|
|
$
|
(107,134
|
)
|
Net loss per common share—basic:
|
|
|
|
|
|
|
|
|
|||
Net loss attributable to common shares—basic
|
$
|
(3.46
|
)
|
|
$
|
(6.83
|
)
|
|
$
|
(4.28
|
)
|
Weighted average common shares outstanding—basic
|
34,865
|
|
|
29,976
|
|
|
25,044
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|||
Stock options and restricted stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average common shares outstanding—diluted
|
34,865
|
|
|
29,976
|
|
|
25,044
|
|
|||
Net loss attributable to common shares—diluted
|
$
|
(3.46
|
)
|
|
$
|
(6.83
|
)
|
|
$
|
(4.28
|
)
|
|
Year ended December 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Restricted stock units
|
1,051
|
|
|
543
|
|
|
226
|
|
Common shares issuable under stock warrant
|
—
|
|
|
21
|
|
|
78
|
|
Purchase Price
|
Fair Value
|
||
Cash paid, net of cash acquired
|
$
|
3,115
|
|
Fair value of equity interest in tZERO Crypto held before business combination
|
3,800
|
|
|
Less: Fair value of Overstock.com common stock held by tZERO Crypto at acquisition date
|
(643
|
)
|
|
Less: Settlement of receivable due from tZERO at acquisition date
|
(10
|
)
|
|
Total transaction consideration, net of cash acquired
|
$
|
6,262
|
|
|
|
||
Allocation
|
|
||
Prepaids and other current assets
|
$
|
71
|
|
Property and equipment
|
16
|
|
|
Intangible assets
|
6,093
|
|
|
Goodwill
|
1,685
|
|
|
Deferred tax liability
|
(943
|
)
|
|
Other liabilities assumed
|
(660
|
)
|
|
Total net assets, net of cash acquired
|
$
|
6,262
|
|
Intangible Assets
|
Fair Value
|
|
Weighted Average Useful Life (years)
|
||
Patents
|
$
|
4,293
|
|
|
20
|
Technology
|
1,500
|
|
|
5
|
|
Licenses
|
300
|
|
|
1
|
|
Total acquired intangible assets as of the acquisition date
|
$
|
6,093
|
|
|
|
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
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Accounts receivable, trade
|
|
$
|
10,553
|
|
|
$
|
10,380
|
|
Credit card receivables, trade
|
|
10,515
|
|
|
12,141
|
|
||
Other receivables
|
|
6,134
|
|
|
3,796
|
|
||
Freight rebates receivable
|
|
—
|
|
|
11,729
|
|
||
|
|
27,202
|
|
|
38,046
|
|
||
Less: allowance for doubtful accounts
|
|
(2,474
|
)
|
|
(2,116
|
)
|
||
Total accounts receivable, net
|
|
$
|
24,728
|
|
|
$
|
35,930
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Product inventories, net
|
|
$
|
3,469
|
|
|
$
|
10,520
|
|
Inventory in-transit
|
|
2,371
|
|
|
3,588
|
|
||
Total inventories, net
|
|
$
|
5,840
|
|
|
$
|
14,108
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Prepaid maintenance
|
|
$
|
6,577
|
|
|
$
|
7,373
|
|
Prepaid other
|
|
4,434
|
|
|
7,573
|
|
||
Prepaid insurance
|
|
4,241
|
|
|
2,341
|
|
||
Other current assets
|
|
3,088
|
|
|
2,963
|
|
||
Prepaid advertising
|
|
138
|
|
|
961
|
|
||
Prepaid inventories
|
|
—
|
|
|
845
|
|
||
Total prepaids and other current assets
|
|
$
|
18,478
|
|
|
$
|
22,056
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Computer hardware and software, including internal-use software and website development
|
|
$
|
223,309
|
|
|
$
|
215,412
|
|
Building
|
|
69,266
|
|
|
69,266
|
|
||
Furniture and equipment
|
|
17,739
|
|
|
17,066
|
|
||
Land
|
|
12,781
|
|
|
12,781
|
|
||
Leasehold improvements
|
|
11,921
|
|
|
8,379
|
|
||
Building machinery and equipment
|
|
9,796
|
|
|
9,713
|
|
||
Land improvements
|
|
7,003
|
|
|
6,972
|
|
||
|
|
351,815
|
|
|
339,589
|
|
||
Less: accumulated depreciation
|
|
(221,787
|
)
|
|
(204,902
|
)
|
||
Total property and equipment, net
|
|
$
|
130,028
|
|
|
$
|
134,687
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Other long-term assets
|
|
$
|
3,166
|
|
|
$
|
4,419
|
|
Prepaid expenses, long-term portion
|
|
867
|
|
|
2,154
|
|
||
Deposit on purchase of a business
|
|
—
|
|
|
8,000
|
|
||
Total other long-term assets, net
|
|
$
|
4,033
|
|
|
$
|
14,573
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Accounts payable accruals
|
|
$
|
15,692
|
|
|
$
|
15,872
|
|
Accrued marketing expenses
|
|
13,063
|
|
|
14,150
|
|
||
Accrued compensation and other related costs
|
|
13,012
|
|
|
12,099
|
|
||
Allowance for returns
|
|
11,107
|
|
|
15,261
|
|
||
Sales and other taxes payable
|
|
10,105
|
|
|
9,923
|
|
||
Other accrued expenses
|
|
9,714
|
|
|
4,270
|
|
||
Accrued loss contingencies
|
|
9,550
|
|
|
10,940
|
|
||
Accrued freight
|
|
5,954
|
|
|
5,343
|
|
||
Total accrued liabilities
|
|
$
|
88,197
|
|
|
$
|
87,858
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Payments received prior to product delivery
|
|
$
|
21,951
|
|
|
$
|
30,033
|
|
Club O membership fees and reward points
|
|
11,363
|
|
|
11,709
|
|
||
In store credits
|
|
6,338
|
|
|
4,707
|
|
||
Other
|
|
1,214
|
|
|
730
|
|
||
Unredeemed gift cards
|
|
955
|
|
|
3,399
|
|
||
Total deferred revenue
|
|
$
|
41,821
|
|
|
$
|
50,578
|
|
|
December 31, 2019
|
||
Operating right-of-use assets
|
$
|
25,384
|
|
Operating lease liability—current
|
6,603
|
|
|
Operating lease liability—non-current
|
21,554
|
|
|
December 31, 2019
|
||
Operating lease cost
|
$
|
9,765
|
|
Short-term lease cost
|
96
|
|
|
Variable lease cost
|
1,848
|
|
|
December 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows used in operating leases
|
$
|
(10,925
|
)
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
$
|
17,947
|
|
Derecognition of right-of-use assets due to reassessment of lease term
|
$
|
16,855
|
|
Weighted-average remaining lease term—operating leases
|
5.86 years
|
|
|
Weighted-average discount rate—operating leases
|
8
|
%
|
Payments due by period
|
|
|
||
2020
|
|
$
|
8,639
|
|
2021
|
|
5,758
|
|
|
2022
|
|
5,624
|
|
|
2023
|
|
4,684
|
|
|
2024
|
|
3,486
|
|
|
Thereafter
|
|
7,361
|
|
|
Total lease payments
|
|
35,552
|
|
|
Less interest
|
|
(7,395
|
)
|
|
Present value of lease liabilities
|
|
$
|
28,157
|
|
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
|
|
|
Years ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Overstock restricted stock awards
|
$
|
16,160
|
|
|
$
|
9,096
|
|
|
$
|
4,056
|
|
Medici Ventures stock options
|
1,214
|
|
|
412
|
|
|
21
|
|
|||
tZERO equity awards
|
855
|
|
|
4,848
|
|
|
—
|
|
|||
Total stock-based compensation expense
|
$
|
18,229
|
|
|
$
|
14,356
|
|
|
$
|
4,077
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
Units
|
|
Weighted
Average Grant Date Fair Value |
|
Units
|
|
Weighted
Average Grant Date Fair Value |
|
Units
|
|
Weighted
Average Grant Date Fair Value |
|||||||||
Outstanding—beginning of year
|
559
|
|
|
$
|
44.08
|
|
|
540
|
|
|
$
|
17.05
|
|
|
560
|
|
|
$
|
17.46
|
|
Granted at fair value
|
982
|
|
|
17.80
|
|
|
387
|
|
|
65.42
|
|
|
310
|
|
|
17.75
|
|
|||
Vested
|
(270
|
)
|
|
34.92
|
|
|
(234
|
)
|
|
17.68
|
|
|
(212
|
)
|
|
19.58
|
|
|||
Forfeited
|
(220
|
)
|
|
23.36
|
|
|
(134
|
)
|
|
42.85
|
|
|
(118
|
)
|
|
16.21
|
|
|||
Outstanding—end of year
|
1,051
|
|
|
$
|
26.22
|
|
|
559
|
|
|
$
|
44.08
|
|
|
540
|
|
|
$
|
17.05
|
|
|
|
Years ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Unrealized gain on equity securities and marketable securities
|
|
$
|
2,488
|
|
|
$
|
1,084
|
|
|
$
|
—
|
|
Gift card and Club-O rewards breakage
|
|
—
|
|
|
—
|
|
|
2,742
|
|
|||
Gain on investment in precious metals
|
|
—
|
|
|
—
|
|
|
1,971
|
|
|||
Equity method losses
|
|
(7,734
|
)
|
|
(3,869
|
)
|
|
(508
|
)
|
|||
Impairment of equity securities
|
|
(7,090
|
)
|
|
(536
|
)
|
|
(5,487
|
)
|
|||
Impairment of notes receivable
|
|
(1,282
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on sale of equity securities and marketable securities
|
|
(130
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
|
1,247
|
|
|
(167
|
)
|
|
2,460
|
|
|||
Total other income (expense), net
|
|
$
|
(12,501
|
)
|
|
$
|
(3,488
|
)
|
|
$
|
1,178
|
|
|
|
Years ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
United States loss
|
|
$
|
(134,934
|
)
|
|
$
|
(219,585
|
)
|
|
$
|
(48,039
|
)
|
Foreign income (loss)
|
|
399
|
|
|
(369
|
)
|
|
305
|
|
|||
Total loss before income taxes
|
|
$
|
(134,535
|
)
|
|
$
|
(219,954
|
)
|
|
$
|
(47,734
|
)
|
|
|
Years ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(49
|
)
|
|
$
|
(57
|
)
|
|
$
|
365
|
|
State
|
|
195
|
|
|
(141
|
)
|
|
280
|
|
|||
Foreign
|
|
158
|
|
|
44
|
|
|
57
|
|
|||
Total current
|
|
304
|
|
|
(154
|
)
|
|
702
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(99
|
)
|
|
(1,583
|
)
|
|
56,350
|
|
|||
State
|
|
(18
|
)
|
|
(645
|
)
|
|
7,146
|
|
|||
Foreign
|
|
(2
|
)
|
|
(2
|
)
|
|
(10
|
)
|
|||
Total deferred
|
|
(119
|
)
|
|
(2,230
|
)
|
|
63,486
|
|
|||
Total provision (benefit) for income taxes
|
|
$
|
185
|
|
|
$
|
(2,384
|
)
|
|
$
|
64,188
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
U.S. federal income tax provision (benefit) at statutory rate
|
|
$
|
(28,252
|
)
|
|
$
|
(46,190
|
)
|
|
$
|
(16,707
|
)
|
State income tax expense, net of federal benefit
|
|
(4,952
|
)
|
|
(8,289
|
)
|
|
(2,480
|
)
|
|||
Research and development credit
|
|
(2,014
|
)
|
|
(1,734
|
)
|
|
(1,696
|
)
|
|||
Stock based compensation expense
|
|
1,440
|
|
|
(1,260
|
)
|
|
164
|
|
|||
Other
|
|
1,437
|
|
|
1,652
|
|
|
581
|
|
|||
Gain on subsidiary stock
|
|
193
|
|
|
2,192
|
|
|
—
|
|
|||
Reduction in federal rate
|
|
—
|
|
|
—
|
|
|
25,287
|
|
|||
Change in valuation allowance
|
|
32,333
|
|
|
51,245
|
|
|
59,039
|
|
|||
Total provision (benefit) for income taxes
|
|
$
|
185
|
|
|
$
|
(2,384
|
)
|
|
$
|
64,188
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss carryforwards
|
|
$
|
104,153
|
|
|
$
|
79,820
|
|
Research and development tax credits
|
|
17,922
|
|
|
15,382
|
|
||
Accrued expenses
|
|
9,893
|
|
|
7,898
|
|
||
Basis difference in equity securities
|
|
7,075
|
|
|
4,857
|
|
||
Operating lease liabilities
|
|
6,970
|
|
|
—
|
|
||
Intangible assets
|
|
4,130
|
|
|
2,234
|
|
||
Reserves and other
|
|
4,018
|
|
|
5,345
|
|
||
Interest expense carryforward
|
|
677
|
|
|
—
|
|
||
Fixed assets
|
|
608
|
|
|
259
|
|
||
Other tax credits and carryforwards
|
|
300
|
|
|
206
|
|
||
Gross deferred tax assets
|
|
155,746
|
|
|
116,001
|
|
||
Valuation allowance
|
|
(146,856
|
)
|
|
(114,523
|
)
|
||
Total deferred tax assets
|
|
8,890
|
|
|
1,478
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Operating lease right-of-use assets
|
|
(6,263
|
)
|
|
—
|
|
||
Marketable securities
|
|
(1,068
|
)
|
|
—
|
|
||
Prepaid expenses
|
|
(810
|
)
|
|
(880
|
)
|
||
Goodwill
|
|
(677
|
)
|
|
(489
|
)
|
||
Total deferred tax liabilities
|
|
(8,818
|
)
|
|
(1,369
|
)
|
||
Total deferred tax assets, net
|
|
$
|
72
|
|
|
$
|
109
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning balance
|
|
$
|
7,974
|
|
|
$
|
6,964
|
|
|
$
|
7,333
|
|
Additions for tax positions related to the current year
|
|
1,064
|
|
|
1,013
|
|
|
881
|
|
|||
Additions (reductions) for tax positions taken in prior years
|
|
20
|
|
|
332
|
|
|
230
|
|
|||
Reduction for tax positions settled by utilizing tax attributes
|
|
—
|
|
|
(335
|
)
|
|
(1,480
|
)
|
|||
Ending balance
|
|
$
|
9,058
|
|
|
$
|
7,974
|
|
|
$
|
6,964
|
|
|
Retail
|
|
tZERO
|
|
MVI
|
|
Other
|
|
Total
|
||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Revenue, net
|
$
|
1,434,974
|
|
|
$
|
21,582
|
|
|
$
|
2,749
|
|
|
$
|
113
|
|
|
$
|
1,459,418
|
|
Cost of goods sold
|
1,147,025
|
|
|
16,551
|
|
|
2,749
|
|
|
—
|
|
|
1,166,325
|
|
|||||
Gross profit
|
287,949
|
|
|
5,031
|
|
|
—
|
|
|
113
|
|
|
293,093
|
|
|||||
Operating expenses (1)
|
332,372
|
|
|
54,911
|
|
|
14,778
|
|
|
14,521
|
|
|
416,582
|
|
|||||
Interest and other income (expense), net (2)
|
559
|
|
|
2,442
|
|
|
(14,039
|
)
|
|
(8
|
)
|
|
(11,046
|
)
|
|||||
Pre-tax loss
|
$
|
(43,864
|
)
|
|
$
|
(47,438
|
)
|
|
$
|
(28,817
|
)
|
|
$
|
(14,416
|
)
|
|
(134,535
|
)
|
|
Provision for income taxes
|
|
|
|
|
|
|
|
|
185
|
|
|||||||||
Net loss (3)
|
|
|
|
|
|
|
|
|
$
|
(134,720
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Revenue, net
|
$
|
1,800,187
|
|
|
$
|
19,043
|
|
|
$
|
2,362
|
|
|
$
|
—
|
|
|
$
|
1,821,592
|
|
Cost of goods sold
|
1,452,195
|
|
|
13,127
|
|
|
2,362
|
|
|
—
|
|
|
1,467,684
|
|
|||||
Gross profit
|
347,992
|
|
|
5,916
|
|
|
—
|
|
|
—
|
|
|
353,908
|
|
|||||
Operating expenses
|
506,113
|
|
|
47,006
|
|
|
8,316
|
|
|
9,679
|
|
|
571,114
|
|
|||||
Interest and other income (expense), net (2)
|
(476
|
)
|
|
233
|
|
|
(2,498
|
)
|
|
(7
|
)
|
|
(2,748
|
)
|
|||||
Pre-tax loss
|
$
|
(158,597
|
)
|
|
$
|
(40,857
|
)
|
|
$
|
(10,814
|
)
|
|
$
|
(9,686
|
)
|
|
(219,954
|
)
|
|
Benefit for income taxes
|
|
|
|
|
|
|
|
|
(2,384
|
)
|
|||||||||
Net loss (3)
|
|
|
|
|
|
|
|
|
$
|
(217,570
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
Retail
|
|
tZERO
|
|
MVI
|
|
Other
|
|
Total
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Revenue, net
|
$
|
1,728,104
|
|
|
$
|
16,493
|
|
|
$
|
159
|
|
|
$
|
—
|
|
|
$
|
1,744,756
|
|
Cost of goods sold
|
1,392,558
|
|
|
11,647
|
|
|
—
|
|
|
—
|
|
|
1,404,205
|
|
|||||
Gross profit
|
335,546
|
|
|
4,846
|
|
|
159
|
|
|
—
|
|
|
340,551
|
|
|||||
Operating expenses
|
365,648
|
|
|
17,101
|
|
|
4,436
|
|
|
—
|
|
|
387,185
|
|
|||||
Interest and other income (expense), net (2)
|
4,680
|
|
|
—
|
|
|
(5,780
|
)
|
|
—
|
|
|
(1,100
|
)
|
|||||
Pre-tax loss
|
$
|
(25,422
|
)
|
|
$
|
(12,255
|
)
|
|
$
|
(10,057
|
)
|
|
$
|
—
|
|
|
(47,734
|
)
|
|
Provision for income taxes
|
|
|
|
|
|
|
|
|
64,188
|
|
|||||||||
Net loss (3)
|
|
|
|
|
|
|
|
|
$
|
(111,922
|
)
|
(1)
|
— Corporate support costs for the year ended December 31, 2019 have been allocated $42.0 million, $6.0 million, $4.2 million, and $7.8 million, to Retail, tZERO, MVI, and Other, respectively. Unallocated corporate support costs of $6.0 million are included in Other.
|
(2)
|
— Excludes intercompany transactions eliminated in consolidation, which consist primarily of service fees and interest. The net amounts of these intercompany transactions were $2.7 million, $3.5 million, and $2.0 million for the years ended December 31, 2019, 2018 and 2017, respectively.
|
(3)
|
— Net loss presented for segment reporting purposes is before any adjustments attributable to noncontrolling interests.
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2019
|
|
June 30,
2019
|
|
September 30,
2019
|
|
December 31,
2019 |
||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
||||||||
Revenue, net
|
|
|
|
|
|
|
|
|
||||||||
Retail
|
|
$
|
362,625
|
|
|
$
|
367,475
|
|
|
$
|
340,798
|
|
|
$
|
364,076
|
|
Other
|
|
5,104
|
|
|
6,234
|
|
|
6,301
|
|
|
6,805
|
|
||||
Total net revenue
|
|
367,729
|
|
|
373,709
|
|
|
347,099
|
|
|
370,881
|
|
||||
Cost of goods sold
|
|
|
|
|
|
|
|
|
||||||||
Retail
|
|
290,640
|
|
|
294,984
|
|
|
272,545
|
|
|
288,856
|
|
||||
Other
|
|
3,965
|
|
|
4,826
|
|
|
5,006
|
|
|
5,503
|
|
||||
Total cost of goods sold
|
|
294,605
|
|
|
299,810
|
|
|
277,551
|
|
|
294,359
|
|
||||
Gross profit
|
|
73,124
|
|
|
73,899
|
|
|
69,548
|
|
|
76,522
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
|
33,477
|
|
|
34,560
|
|
|
34,215
|
|
|
40,868
|
|
||||
Technology
|
|
35,433
|
|
|
33,153
|
|
|
32,782
|
|
|
33,970
|
|
||||
General and administrative
|
|
40,232
|
|
|
31,964
|
|
|
32,681
|
|
|
33,247
|
|
||||
Total operating expenses
|
|
109,142
|
|
|
99,677
|
|
|
99,678
|
|
|
108,085
|
|
||||
Operating loss
|
|
(36,018
|
)
|
|
(25,778
|
)
|
|
(30,130
|
)
|
|
(31,563
|
)
|
||||
Interest income
|
|
403
|
|
|
630
|
|
|
449
|
|
|
315
|
|
||||
Interest expense
|
|
(127
|
)
|
|
(105
|
)
|
|
(57
|
)
|
|
(53
|
)
|
||||
Other income (expense), net
|
|
(6,272
|
)
|
|
(2,995
|
)
|
|
(4,781
|
)
|
|
1,547
|
|
||||
Loss before income taxes
|
|
(42,014
|
)
|
|
(28,248
|
)
|
|
(34,519
|
)
|
|
(29,754
|
)
|
||||
Provision (benefit) for income taxes
|
|
878
|
|
|
(622
|
)
|
|
23
|
|
|
(94
|
)
|
||||
Net loss
|
|
(42,892
|
)
|
|
(27,626
|
)
|
|
(34,542
|
)
|
|
(29,660
|
)
|
||||
Less: Net loss attributable to noncontrolling interests
|
|
(3,648
|
)
|
|
(2,945
|
)
|
|
(3,604
|
)
|
|
(2,682
|
)
|
||||
Net loss attributable to stockholders of Overstock.com, Inc.
|
|
$
|
(39,244
|
)
|
|
$
|
(24,681
|
)
|
|
$
|
(30,938
|
)
|
|
$
|
(26,978
|
)
|
Net loss per common share—basic:
|
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to common shares—basic
|
|
$
|
(1.18
|
)
|
|
$
|
(0.69
|
)
|
|
$
|
(0.89
|
)
|
|
$
|
(0.73
|
)
|
Weighted average common shares outstanding—basic
|
|
32,370
|
|
|
35,225
|
|
|
35,241
|
|
|
36,573
|
|
||||
Net loss per common share—diluted:
|
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to common shares—diluted
|
|
$
|
(1.18
|
)
|
|
$
|
(0.69
|
)
|
|
$
|
(0.89
|
)
|
|
$
|
(0.73
|
)
|
Weighted average common shares outstanding—diluted
|
|
32,370
|
|
|
35,225
|
|
|
35,241
|
|
|
36,573
|
|
|
|
Three Months Ended
|
||||||||||||||
|
|
March 31,
2018
|
|
June 30,
2018
|
|
September 30,
2018
|
|
December 31,
2018 |
||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
||||||||
Revenue, net
|
|
|
|
|
|
|
|
|
||||||||
Retail
|
|
$
|
439,996
|
|
|
$
|
477,683
|
|
|
$
|
435,775
|
|
|
$
|
446,733
|
|
Other
|
|
5,335
|
|
|
5,450
|
|
|
4,805
|
|
|
5,815
|
|
||||
Total net revenue
|
|
445,331
|
|
|
483,133
|
|
|
440,580
|
|
|
452,548
|
|
||||
Cost of goods sold
|
|
|
|
|
|
|
|
|
||||||||
Retail
|
|
347,580
|
|
|
387,252
|
|
|
350,651
|
|
|
366,712
|
|
||||
Other
|
|
3,882
|
|
|
4,138
|
|
|
3,213
|
|
|
4,256
|
|
||||
Total cost of goods sold
|
|
351,462
|
|
|
391,390
|
|
|
353,864
|
|
|
370,968
|
|
||||
Gross profit
|
|
93,869
|
|
|
91,743
|
|
|
86,716
|
|
|
81,580
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
|
77,214
|
|
|
94,416
|
|
|
55,312
|
|
|
47,537
|
|
||||
Technology
|
|
31,294
|
|
|
32,423
|
|
|
33,880
|
|
|
34,557
|
|
||||
General and administrative
|
|
39,755
|
|
|
31,440
|
|
|
45,356
|
|
|
47,930
|
|
||||
Total operating expenses
|
|
148,263
|
|
|
158,279
|
|
|
134,548
|
|
|
130,024
|
|
||||
Operating loss
|
|
(54,394
|
)
|
|
(66,536
|
)
|
|
(47,832
|
)
|
|
(48,444
|
)
|
||||
Interest income
|
|
544
|
|
|
620
|
|
|
383
|
|
|
661
|
|
||||
Interest expense
|
|
(874
|
)
|
|
(395
|
)
|
|
(101
|
)
|
|
(98
|
)
|
||||
Other income (expense), net
|
|
(9
|
)
|
|
368
|
|
|
(1,848
|
)
|
|
(1,999
|
)
|
||||
Loss before income taxes
|
|
(54,733
|
)
|
|
(65,943
|
)
|
|
(49,398
|
)
|
|
(49,880
|
)
|
||||
Benefit for income taxes
|
|
(277
|
)
|
|
(27
|
)
|
|
(141
|
)
|
|
(1,939
|
)
|
||||
Net loss
|
|
(54,456
|
)
|
|
(65,916
|
)
|
|
(49,257
|
)
|
|
(47,941
|
)
|
||||
Less: Net loss attributable to noncontrolling interests
|
|
(3,547
|
)
|
|
(1,005
|
)
|
|
(1,334
|
)
|
|
(5,614
|
)
|
||||
Net loss attributable to stockholders of Overstock.com, Inc.
|
|
$
|
(50,909
|
)
|
|
$
|
(64,911
|
)
|
|
$
|
(47,923
|
)
|
|
$
|
(42,327
|
)
|
Net loss per common share—basic:
|
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to common shares—basic
|
|
$
|
(1.74
|
)
|
|
$
|
(2.20
|
)
|
|
$
|
(1.55
|
)
|
|
$
|
(1.39
|
)
|
Weighted average common shares outstanding—basic
|
|
28,566
|
|
|
28,903
|
|
|
30,279
|
|
|
32,112
|
|
||||
Net loss per common share—diluted:
|
|
|
|
|
|
|
|
|
||||||||
Net loss attributable to common shares—diluted
|
|
$
|
(1.74
|
)
|
|
$
|
(2.20
|
)
|
|
$
|
(1.55
|
)
|
|
$
|
(1.39
|
)
|
Weighted average common shares outstanding—diluted
|
|
28,566
|
|
|
28,903
|
|
|
30,279
|
|
|
32,112
|
|
|
|
Balance at
Beginning of
Year
|
|
Charged to
Expense
|
|
Deductions
|
|
Balance at
End of Year
|
||||||||
Year ended December 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Deferred tax valuation allowance
|
|
$
|
114,523
|
|
|
$
|
32,333
|
|
|
$
|
—
|
|
|
$
|
146,856
|
|
Allowance for sales returns
|
|
15,261
|
|
|
117,040
|
|
|
121,194
|
|
|
11,107
|
|
||||
Allowance for doubtful accounts
|
|
2,116
|
|
|
659
|
|
|
301
|
|
|
2,474
|
|
||||
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Deferred tax valuation allowance
|
|
$
|
63,278
|
|
|
$
|
51,245
|
|
|
$
|
—
|
|
|
$
|
114,523
|
|
Allowance for sales returns
|
|
17,391
|
|
|
174,864
|
|
|
176,994
|
|
|
15,261
|
|
||||
Allowance for doubtful accounts
|
|
1,253
|
|
|
883
|
|
|
20
|
|
|
2,116
|
|
||||
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Deferred tax valuation allowance
|
|
$
|
4,239
|
|
|
$
|
59,039
|
|
|
$
|
—
|
|
|
$
|
63,278
|
|
Allowance for sales returns
|
|
18,176
|
|
|
169,398
|
|
|
170,183
|
|
|
17,391
|
|
||||
Allowance for doubtful accounts
|
|
1,999
|
|
|
309
|
|
|
1,055
|
|
|
1,253
|
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
|
Units
|
|
Weighted
Average Grant Date Fair Value |
|
Units
|
|
Weighted
Average Grant Date Fair Value |
|
Units
|
|
Weighted
Average Grant Date Fair Value |
|||||||||
Outstanding—beginning of year
|
|
559
|
|
|
$
|
44.08
|
|
|
540
|
|
|
$
|
17.05
|
|
|
560
|
|
|
$
|
17.46
|
|
Granted at fair value
|
|
982
|
|
|
17.80
|
|
|
387
|
|
|
65.42
|
|
|
310
|
|
|
17.75
|
|
|||
Vested
|
|
(270
|
)
|
|
34.92
|
|
|
(234
|
)
|
|
17.68
|
|
|
(212
|
)
|
|
19.58
|
|
|||
Forfeited
|
|
(220
|
)
|
|
23.36
|
|
|
(134
|
)
|
|
42.85
|
|
|
(118
|
)
|
|
16.21
|
|
|||
Outstanding—end of year
|
|
1,051
|
|
|
$
|
26.22
|
|
|
559
|
|
|
$
|
44.08
|
|
|
540
|
|
|
$
|
17.05
|
|
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
Filed Herewith
|
3.1
|
|
|
10-Q
|
|
000-49799
|
|
3.1
|
|
July 29, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
10-Q
|
|
000-49799
|
|
3.1
|
|
May 4, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.3
|
|
|
8-K
|
|
000-49799
|
|
3.2
|
|
July 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.4
|
|
|
8-K
|
|
000-49799
|
|
3.1
|
|
June 27, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.5
|
|
|
8-K
|
|
000-49799
|
|
3.2
|
|
December 15, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
|
S-1/A
|
|
333-83728
|
|
4.1
|
|
May 6, 2002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.2
|
|
|
8-K
|
|
000-49799
|
|
4.2
|
|
November 14, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.3
|
|
Certificate of Designation of Digital Voting Series A-1 Preferred Stock of Overstock.com, Inc. (see Exhibit 3.4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4
|
|
Certificate of Designation for the Voting Series B Preferred Stock of Overstock.com, Inc. (see Exhibit 3.5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
Filed Herewith
|
4.5
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.6(a)
|
|
|
8-K
|
|
000-49799
|
|
4.1
|
|
December 15, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.7
|
|
Form of Participating Affiliate Agreement (included in Exhibit 4.3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.8(a)
|
|
|
10-Q
|
|
000-49799
|
|
4.2
|
|
May 4, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.9(a)
|
|
|
10-Q
|
|
000-49799
|
|
4.1
|
|
August 3, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1(a)
|
|
|
10-K
|
|
000-49799
|
|
10.1
|
|
March 18, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2(a)
|
|
|
8-K
|
|
000-49799
|
|
10.1
|
|
May 15, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.3(a)
|
|
|
10-K
|
|
000-49799
|
|
10.12
|
|
February 21, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.4(a)
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.5(a)
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.6(a)
|
|
|
8-K
|
|
000-49799
|
|
10.1
|
|
August 1, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.7(a)
|
|
|
8-K
|
|
000-49799
|
|
10.1
|
|
April 22, 2019
|
|
|
|
10.8(a)
|
|
|
10-K
|
|
000-49799
|
|
10.36
|
|
March 18, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.9(a)
|
|
|
8-K
|
|
000-49799
|
|
10.1
|
|
May 6, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
Filed Herewith
|
10.10(a)
|
|
|
10-K
|
|
000-49799
|
|
10.16
|
|
March 18, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.11
|
|
|
8-K
|
|
000-49799
|
|
10.1
|
|
May 7, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.12
|
|
|
8-K
|
|
000-49799
|
|
10.1
|
|
August 6, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.13
|
|
|
8-K
|
|
000-49799
|
|
10.1
|
|
September 8, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.14
|
|
|
8-K
|
|
000-49799
|
|
10.2
|
|
May 7, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15
|
|
|
8-K
|
|
000-49799
|
|
10.1
|
|
September 23, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16
|
|
|
8-K
|
|
000-49799
|
|
10.19
|
|
October 28, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16(a)
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.17
|
|
|
S-3
|
|
333-
226729
|
|
1.1
|
|
August 9, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.18
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.19
|
|
|
8-K
|
|
000-49799
|
|
1.1
|
|
November 12, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
Filed Herewith
|
10.20(a)
|
|
|
8-K
|
|
000-49799
|
|
10.1
|
|
September 26, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.21(a)
|
|
|
10-Q
|
|
000-49799
|
|
10.2
|
|
August 9, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.22(a)
|
|
|
10-Q
|
|
000-49799
|
|
10.4
|
|
August 9, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.23(a)
|
|
|
10-Q
|
|
000-49799
|
|
10.5
|
|
August 9, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.24(a)
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
|
|
Powers of Attorney (see signature page)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
Filed Herewith
|
101
|
|
Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2019 and 2018; (ii) Consolidated Statements of Operations for the years ended December 31, 2019, 2018, and 2017; (iii) Consolidated Statements of Comprehensive Loss for the years ended December 31, 2019, 2018, and 2017; (iv) Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2019, 2018, and 2017; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2018, and 2017; and (vi) Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Management contract or compensatory plan or arrangement.
|
|
|
OVERSTOCK.COM, INC.
|
||
|
|
By:
|
|
/s/ JONATHAN E. JOHNSON III
|
|
|
|
|
Jonathan E. Johnson III
|
|
|
|
|
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ JONATHAN E. JOHNSON III
|
|
Chief Executive Officer, President, Medici Ventures, and Director (Principal Executive Officer)
|
|
3/13/2020
|
Jonathan E. Johnson III
|
|
|
|
|
|
|
|
|
|
/s/ ALLISON H. ABRAHAM
|
|
Chairwoman of the Board
|
|
3/13/2020
|
Allison H. Abraham
|
|
|
|
|
|
|
|
|
|
/s/ ANTHONY D. STRONG
|
|
Acting Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
|
3/13/2020
|
Anthony D. Strong
|
|
|
|
|
|
|
|
|
|
/s/ BARCLAY F. CORBUS
|
|
Director
|
|
3/13/2020
|
Barclay F. Corbus
|
|
|
|
|
|
|
|
|
|
/s/ JOSEPH J. TABACCO, JR.
|
|
Director
|
|
3/13/2020
|
Joseph J. Tabacco, Jr.
|
|
|
|
|
|
|
|
|
|
/s/ ROBERT J. SHAPIRO
|
|
Director
|
|
3/13/2020
|
Robert J. Shapiro
|
|
|
|
•
|
prior to such time, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
|
•
|
upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding (a) shares owned by persons who are directors and also officers, and (b) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
•
|
on or subsequent to such time, the business combination is approved by the board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.
|
•
|
any merger or consolidation involving the corporation and the interested stockholder;
|
•
|
any sale, transfer, pledge or other disposition involving the interested stockholder of 10% or more of the assets of the corporation;
|
•
|
subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
|
•
|
any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; and
|
•
|
the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.
|
Optionee:
|
|
Type of Grant:
|
Nonstatutory Stock Option
|
Date of Grant:
|
|
Vesting Commencement Date:
|
|
Number of Shares Subject to Option:
|
|
Option Exercise Price (Per Share):
|
|
Total Exercise Price:
|
|
Expiration Date:
|
|
(i)
|
For Officers, Directors and Consultants: six (6) months;
|
(ii)
|
For other Employees: four (4) months;
|
1.
|
Section 1 of the Original Agreement is hereby amended to replace:
|
By:
|
/s/ E. Glen Nickle
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Name:
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E. Glen Nickle
|
Title:
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Vice President, Legal, General Counsel and Secretary
|
By:
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/s/ Burke Cook
|
Name:
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Burke Cook
|
Title:
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General Counsel
|
a.
|
Section 5 of each Existing Agreement (or equivalent section relating to the termination of an Affected Participant’s Continuous Service) is hereby amended and restated in its entirety to read as follows:
|
b.
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To the extent any Existing Agreement does not follow or was not prepared utilizing the Company’s standard form of Nonqualified Option Grant Agreement (as existing on the date hereof), such Existing Agreement shall be deemed to be amended as may be necessary to effectuate the Exercise Amendments; provided that in no event shall any Existing Agreement be amended or otherwise modified pursuant to this Amendment in any manner which would result in such modification having an adverse effect on such Affected Participant’s material rights under the applicable Existing Agreement.
|
tZERO GROUP, INC.
|
|
By:
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/s/ Steven Hopkins
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Name:
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Steven Hopkins
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Title:
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President
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Name
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Jurisdiction of Formation
|
|
Trade Names
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Overstock.com Services, Inc.
|
Utah
|
|
Overstock.com Services
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Supplier Oasis Fulfillment Services, Inc.
|
Utah
|
|
SOFS
|
Overstock Ireland Limited
|
Ireland
|
|
O.co Ireland.ie
|
O Agency Group, Inc.
|
Utah
|
|
Overstock.com Insurance
|
O.com Land, LLC
|
Utah
|
|
|
O.com Ventures, Inc.
|
Utah
|
|
|
tZERO Group, Inc. (fka TØ.com, Inc. & fka Medici, Inc.)
|
Delaware
|
|
|
tZERO Technologies, LLC (fka Cirrus Services, LLC)
|
Delaware
|
|
|
SpeedRoute, LLC
|
Delaware
|
|
|
DeSoto, Inc.
|
Delaware
|
|
|
Overstock.com Cars, Inc.
|
Utah
|
|
|
O.com Gift Cards, Inc.
|
Utah
|
|
|
Medici Ventures, Inc.
|
Delaware
|
|
|
O.co HK Limited (HK)
|
Hong Kong
|
|
|
Medici Land Governance, Inc.
|
Delaware
|
|
|
Medici Land Governance, Ltd.
|
Zambia
|
|
|
O Real Estate, Inc.
|
Utah
|
|
|
Mac Warehouse, LLC
|
Utah
|
|
|
Mac Warehouse Retail, LLC
|
Utah
|
|
|
SiteHelix, Inc.
|
Delaware
|
|
|
Blue Ocean Technologies, LLC
|
New York
|
|
|
Verify Investor, LLC
|
California
|
|
|
Avatar, LLC
|
Utah
|
|
|
Bitsy Crypto UK Limited
|
England and Whales
|
|
|
tZERO Crypto, Inc. (fka Bitsy, Inc.)
|
Utah
|
|
|
tZERO IP, LLC
|
Delaware
|
|
|
tZERO Broker Services, LLC
|
Delaware
|
|
|
tZERO ATS, LLC
|
Delaware
|
|
|
tZERO Markets, LLC
|
Delaware
|
|
|
Date:
|
3/13/2020
|
/s/ JONATHAN E. JOHNSON III
|
|
|
Jonathan E. Johnson III
|
|
|
Chief Executive Officer
|
|
|
(principal executive officer)
|
Date:
|
3/13/2020
|
/s/ ANTHONY D. STRONG
|
|
|
Anthony D. Strong
|
|
|
Acting Chief Financial Officer
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
Date:
|
3/13/2020
|
/s/ JONATHAN E. JOHNSON III
|
|
|
Jonathan E. Johnson III
|
|
|
Chief Executive Officer
|
|
|
(principal executive officer)
|
Date:
|
3/13/2020
|
/s/ ANTHONY D. STRONG
|
|
|
Anthony D. Strong
|
|
|
Acting Chief Financial Officer
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|