10-Q 1 ostk-20220331.htm 10-Q ostk-20220331
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2022
 
Or 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from          to                        
Commission file number: 000-49799

OVERSTOCK.COM, INC.
(Exact name of registrant as specified in its charter) 
Delaware 87-0634302
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
799 West Coliseum Way
Midvale
Utah84047
(Address of principal executive offices)(Zip Code)
 
(801) 947-3100
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par valueOSTKNASDAQ Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No 
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   No 

42,720,199 shares of the registrant's common stock, par value $0.0001, are outstanding on April 29, 2022.



OVERSTOCK.COM, INC.
TABLE OF CONTENTS TO QUARTERLY REPORT ON FORM 10-Q
For the Quarterly Period Ended March 31, 2022
 
Page
 
Item 1.
  
Item 2.
  
Item 3.
  
Item 4.
  
  
Item 1.
  
Item 1A.
  
Item 2.
  
Item 3.
  
Item 4.
  
Item 5.
  
Item 6.
  

2

Special Cautionary Note Regarding Forward-Looking Statements
This Report on Form 10-Q and the documents incorporated herein by reference, and our other public documents and statements our officers and representatives may make from time to time, contain forward-looking statements within the meaning of the federal securities laws. These statements are therefore entitled to the protection of the safe harbor provisions of these laws. You can find many of these statements by looking for words such as "may," "would," "could," "should," "will," "expect," "anticipate," "predict," "project," "potential," "continue," "contemplate," "seek," "assume," "believe," "intend," "plan," "forecast," "goal," "estimate," or other similar expressions which identify these forward-looking statements.

These forward-looking statements involve risks and uncertainties and relate to future events or our future financial or operating performance. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry and business, and on management's beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to assumptions, risks and uncertainties that are difficult to predict, and that actual results may be materially different from the results expressed or implied by any of our forward-looking statements.

Actual events or results may differ materially from those contemplated by our forward-looking statements for a variety of reasons, including among others:

any difficulties we may encounter as a result of our reliance on third-parties that we do not control for the performance of critical functions material to our business, such as carriers and fulfillment partners;
any inability to compete successfully against existing or future competitors or to effectively market our business and generate customer traffic;
any downturn in the U.S. housing industry or other changes in U.S. and global economic conditions or U.S. consumer spending;
any negative business impacts associated with our strategy to exit from non-home categories;
any inability to attract and/or retain key personnel;
any inability to generate and maintain unpaid natural traffic to our Website;
the impact that the ongoing COVID-19 pandemic, or other wide-spread disease or illness, may have on our business and the industries in which we operate, including the impact that a substantial portion of our workforce is working remotely, and any impacts related to the pandemic our business may experience at such time as the pandemic or impacts related thereto continue to subside;
our exposure to cyber security risks, risks of data loss and other security breaches;
the risk that the amount of deferred tax assets we consider realizable could be reduced if estimates of future taxable income during the carryforward period are reduced;
any increases in the price of importing into the U.S. or transporting to our customers the types of merchandise we sell or other supply chain challenges that limit our ability to deliver merchandise to our customers in a timely manner;
increasing inflation;
the impact that any litigation, claims, or regulatory matters could have on our business, financial condition, results of operations, and cash flows;
any inability to convert new customers into repeat customers or maintain increased sales volumes, in particular as the pandemic continues to subside;
negative global economic consequences of the increasing tensions between the United States and Russia, and other effects of the ongoing conflict in Ukraine;
the impact that any government policies, mandates, or regulations, including those created in response to COVID-19, the climate, or taxes, could have on our business;
any challenges that would result in the event of any unavailability of our Website or reduced performance of our transaction systems;
the possibility that we are unable to protect our proprietary technology and to obtain trademark protection for our marks;
current and future claims of intellectual property infringement to which we are subject;
any inability of Pelion Venture Partners to successfully manage the Medici Ventures, L.P. fund or tZERO, in which we are the limited partner and have a direct minority interest, respectively;
3

any strategic transactions, restructurings or other changes that we undertake and that prove to be detrimental to our business;
any losses or issues we may encounter as a consequence of accepting or holding bitcoin or other cryptocurrencies; and
the other risks described in this report or in our other public filings.

In evaluating all forward-looking statements, you should specifically consider the risks outlined above and in this Report, especially under the headings "Special Cautionary Note Regarding Forward-Looking Statements," "Risk Factors," "Legal Proceedings," and "Management's Discussion and Analysis of Financial Condition and Results of Operations." These factors may cause our actual results to differ materially from those contemplated by any forward-looking statement. Although we believe that our expectations reflected in the forward-looking statements are reasonable, we cannot guarantee or offer any assurance of future results, levels of activity, performance or achievements or other future events. Our forward-looking statements contained in this report speak only as of the date of this report and, except as required by law, we undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this report or any changes in our expectations or any change in any events, conditions or circumstances on which any of our forward-looking statements are based.
4

PART I. FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

Overstock.com, Inc.
Consolidated Balance Sheets (Unaudited)
(in thousands, except per share data)
March 31,
2022
December 31,
2021
Assets  
Current assets:  
Cash and cash equivalents$493,261 $503,341 
Restricted cash217 25 
Accounts receivable, net of allowance for credit losses of $2,772 and $2,429
23,749 21,190 
Inventories5,419 5,137 
Prepaids and other current assets21,159 22,097 
Total current assets543,805 551,790 
Property and equipment, net108,454 109,479 
Deferred tax assets, net39,076 40,035 
Goodwill6,160 6,160 
Equity securities, including securities measured at fair value of $115,306 and $102,529
352,833 342,682 
Operating lease right-of-use assets11,265 12,584 
Other long-term assets, net2,852 3,236 
Total assets$1,064,445 $1,065,966 
Liabilities and Stockholders' Equity  
Current liabilities:  
Accounts payable$106,380 $102,293 
Accrued liabilities107,909 101,902 
Unearned revenue61,421 59,387 
Operating lease liabilities, current5,478 5,402 
Other current liabilities3,388 3,349 
Total current liabilities284,576 272,333 
Long-term debt, net37,117 37,984 
Operating lease liabilities, non-current6,555 7,960 
Other long-term liabilities3,587 3,303 
Total liabilities331,835 321,580 
Commitments and contingencies (Note 9)
Continued on the following page

See accompanying notes to unaudited consolidated financial statements.
5

Overstock.com, Inc.
Consolidated Balance Sheets (Unaudited)
(in thousands, except per share data)
March 31,
2022
December 31,
2021
Stockholders' equity:  
Preferred stock, $0.0001 par value, authorized shares - 5,000
  
Series A-1, issued shares - 4,204 and 4,204
Series A-1, outstanding shares - 4,198 and 4,204
  
Series B, issued and outstanding - 357 and 357
  
Common stock, $0.0001 par value, authorized shares - 100,000
  
Issued shares - 46,910 and 46,625
  
Outstanding shares - 42,720 and 43,023
4 4 
Additional paid-in capital967,073 960,544 
Accumulated deficit(126,467)(136,590)
Accumulated other comprehensive loss(533)(537)
Treasury stock at cost - 4,196 and 3,602
(107,467)(79,035)
Total stockholders' equity732,610 744,386 
Total liabilities and stockholders' equity$1,064,445 $1,065,966 

See accompanying notes to unaudited consolidated financial statements.
6

Overstock.com, Inc.
Consolidated Statements of Income (Unaudited)
(in thousands, except per share data)
 
 Three months ended
March 31,
 20222021
Net revenue$536,037 $659,861 
Cost of goods sold410,825 506,337 
Gross profit125,212 153,524 
Operating expenses  
Sales and marketing58,513 73,538 
Technology32,989 30,523 
General and administrative21,256 22,871 
Total operating expenses112,758 126,932 
Operating income12,454 26,592 
Interest expense, net(125)(155)
Other expense, net(114)(226)
Income from continuing operations before income taxes12,215 26,211 
Provision for income taxes2,092 193 
Income from continuing operations10,123 26,018 
Loss from discontinued operations, net of income taxes (10,126)
Consolidated net income$10,123 $15,892 
Less: Net loss attributable to noncontrolling interests—discontinued operations (201)
Net income attributable to stockholders of Overstock.com, Inc.$10,123 $16,093 
Consolidated net income per share of common stock:  
Net income (loss) attributable to common shares—basic
Continuing operations$0.21 $0.57 
Discontinued operations (0.23)
Total$0.21 $0.34 
Net income (loss) attributable to common shares—diluted
Continuing operations$0.21 $0.56 
Discontinued operations (0.23)
Total$0.21 $0.33 
Weighted average shares of common stock outstanding:
Basic43,052 42,885 
Diluted43,282 43,320 

See accompanying notes to unaudited consolidated financial statements.
7

Overstock.com, Inc.
Consolidated Statements of Comprehensive Income (Unaudited)
(in thousands)
 
 Three months ended
March 31,
 20222021
Consolidated net income$10,123 $15,892 
Other comprehensive income
Unrealized gain on cash flow hedges, net of expense for taxes of $0 and $0
4 4 
Other comprehensive income4 4 
Comprehensive income10,127 15,896 
Less: Comprehensive loss attributable to noncontrolling interests—discontinued operations (201)
Comprehensive income attributable to stockholders of Overstock.com, Inc.$10,127 $16,097 

See accompanying notes to unaudited consolidated financial statements.

8

Overstock.com, Inc.
Consolidated Statements of Changes in Stockholders' Equity (Unaudited)
(in thousands)
 Three months ended
March 31,
20222021
Equity attributable to stockholders of Overstock.com, Inc.
Shares of common stock issued
Balance at beginning of period46,625 46,331 
Common stock issued upon vesting of restricted stock 243 258 
Common stock issued for ESPP purchases42  
Balance at end of period46,910 46,589 
Shares of treasury stock
Balance at beginning of period3,602 3,563 
Repurchases of common stock517  
Tax withholding upon vesting of restricted stock71 73 
Sale of treasury stock (47)
Balance at end of period4,190 3,589 
Total shares of common stock outstanding42,720 43,000 
Common stock$4 $4 
Shares of Series A-1 preferred shares issued4,204 4,204 
Shares of treasury stock
Balance at beginning of period  
Repurchases of shares6  
Balance at end of period6  
Total number of shares of Series A-1 preferred shares outstanding4,198 4,204 
Number of Series B preferred shares issued and outstanding357 357 
Preferred stock$ $ 
Additional paid-in capital
Balance at beginning of period$960,544 $970,873 
Stock-based compensation to employees and directors4,639 2,771 
Common stock issued for ESPP purchases1,890  
Sale of treasury stock 2,726 
Subsidiary equity award tender offer (2,130)
Change in noncontrolling interest ownership (22,625)
Balance at end of period$967,073 $951,615 
Accumulated deficit
Balance at beginning of period$(136,590)$(525,233)
Net income attributable to stockholders of Overstock.com, Inc.10,123 16,093 
Balance at end of period$(126,467)$(509,140)
Continued on the following page

See accompanying notes to unaudited consolidated financial statements.
9

Overstock.com, Inc.
Consolidated Statements of Changes in Stockholders' Equity (Unaudited)
(in thousands)
Three months ended
March 31,
20222021
Accumulated other comprehensive loss
Balance at beginning of period$(537)$(553)
Net other comprehensive income4 4 
Balance at end of period$(533)$(549)
Treasury stock
Balance at beginning of period$(79,035)$(71,399)
Repurchases of common stock and Series A-1 preferred shares(25,165) 
Tax withholding upon vesting of employee stock awards (3,267)(7,292)
Sale of treasury stock 643 
Balance at end of period(107,467)(78,048)
Total equity attributable to stockholders of Overstock.com, Inc.$732,610 $363,882 
Equity attributable to noncontrolling interests
Balance at beginning of period$ $62,634 
Net loss attributable to noncontrolling interests (201)
Change in noncontrolling interest ownership 22,625 
Total equity attributable to noncontrolling interests$ $85,058 
Total stockholders' equity$732,610 $448,940 

See accompanying notes to unaudited consolidated financial statements.
10

Overstock.com, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Three months ended
March 31,
 20222021
Cash flows from operating activities:  
Consolidated net income$10,123 $15,892 
Loss from discontinued operations, net of income taxes 10,126 
Adjustments to reconcile consolidated net income to net cash provided by operating activities:  
Depreciation and amortization4,307 5,146 
Non-cash operating lease cost1,319 1,320 
Stock-based compensation to employees and directors4,639 2,305 
Decrease in deferred income taxes, net959 1 
Loss from equity method securities299  
Other non-cash adjustments(123)637 
Changes in operating assets and liabilities:  
Accounts receivable, net(2,559)(15,651)
Inventories(282)(468)
Prepaids and other current assets1,604 447 
Other long-term assets, net(307)(448)
Accounts payable4,339 25,589 
Accrued liabilities7,886 6,693 
Unearned revenue2,034 24,143 
Operating lease liabilities(1,329)(1,379)
Other long-term liabilities284 (269)
Net cash provided by continuing operating activities33,193 74,084 
Net cash used in discontinued operating activities (12,353)
Net cash provided by operating activities33,193 61,731 
Cash flows from investing activities:  
Purchase of equity securities(11,420) 
Capital distribution from investment1,162  
Expenditures for property and equipment(3,256)(2,395)
Other investing activities, net(281)(367)
Net cash used in continuing investing activities(13,795)(2,762)
Net cash provided by discontinued investing activities 5,737 
Net cash provided by (used in) investing activities(13,795)2,975 
Continued on the following page

See accompanying notes to unaudited consolidated financial statements.
11

Overstock.com, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Three months ended
March 31,
20222021
Cash flows from financing activities:  
Repurchase of shares(25,165) 
Payments on long-term debt(854)(551)
Payments of taxes withheld upon vesting of employee stock awards(3,267)(7,292)
Other financing activities, net (1)
Net cash used in continuing financing activities(29,286)(7,844)
Net cash provided by discontinued financing activities 2,085 
Net cash used in financing activities(29,286)(5,759)
Net increase (decrease) in cash, cash equivalents, and restricted cash(9,888)58,947 
Cash, cash equivalents, and restricted cash, beginning of period, inclusive of cash balances of discontinued operations503,366 519,181 
Cash, cash equivalents, and restricted cash, end of period, inclusive of cash balances of discontinued operations493,478 578,128 
Less: Cash, cash equivalents, and restricted cash of discontinued operations 42,120 
Cash, cash equivalents, and restricted cash, end of period$493,478 $536,008 

See accompanying notes to unaudited consolidated financial statements.

12

Overstock.com, Inc.
Notes to Unaudited Consolidated Financial Statements
 
1. DESCRIPTION OF BUSINESS
 
Overstock.com, Inc. is a leading e-commerce retailer and technology company that sells furniture and home furnishings at a smart value. The online shopping site offers a wide selection of quality furniture, décor, area rugs, bedding and bath, home improvement, outdoor, and kitchen and dining items, among others. Overstock.com, which receives tens of millions of visits per month, provides customers access to millions of products from third-party partners. As used herein, "Overstock," "the Company," "we," "our" and similar terms include Overstock.com, Inc. and its wholly-owned subsidiaries, unless the context indicates otherwise. As used herein, the term "Website" refers to the Company's internet websites located at www.overstock.com, www.o.co, www.overstock.ca, and www.overstockgovernment.com and the Company's mobile app.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation

We have prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been omitted in accordance with the rules and regulations of the SEC. These financial statements should be read in conjunction with our audited annual consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2021. There have been no significant changes to our significant accounting policies disclosed in Note 2—Accounting Policies, included in Part II, Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 2021.

The accompanying unaudited consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are, in our opinion, necessary for a fair presentation of results for the interim periods presented. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for any future period or the full fiscal year, due to seasonality and other factors.

On April 23, 2021, we entered into an agreement with Pelion MV GP, L.L.C. ("Pelion"), pursuant to which Pelion acquired control over Medici Ventures Inc. ("Medici Ventures") and its blockchain assets. Accordingly, we deconsolidated both Medici Ventures and tZERO Group, Inc.'s ("tZERO") consolidated net assets and noncontrolling interest from our consolidated financial statements and results beginning on April 23, 2021, the date that control ceased. These entities met the criteria to be reported as held for sale and discontinued operations as of March 31, 2021 and their operating results for the periods prior to deconsolidation have been reflected in our consolidated statements of income as discontinued operations for all periods presented.

We operate as a single segment that includes all of our continuing operations, which primarily consists of amounts earned through e-commerce product sales through our Website. All corporate support costs (administrative functions such as finance, human resources, and legal) are allocated to our single reportable segment. Substantially all of our revenues are attributable to customers in the United States. Substantially all our property and equipment are located in the United States.

Unless otherwise specified, disclosures in these consolidated financial statements reflect continuing operations only. Certain prior period data, primarily related to discontinued operations, have been reclassified in the consolidated financial statements and accompanying notes to conform to the current period presentation. See Note 3—Discontinued Operations for further information.

Principles of consolidation
 
The accompanying consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany account balances and transactions have been eliminated in consolidation.
     
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Use of estimates
 
The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in our consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, receivables valuation, revenue recognition, Club O and gift card breakage, sales returns, vendor incentive discount offers, inventory valuation, depreciable lives and valuation of property and equipment, and internally-developed software, goodwill valuation, intangible asset valuation, equity securities valuation, income taxes, stock-based compensation, performance-based compensation, self-funded health insurance liabilities, and contingencies.

Our estimates involve, among other items, forecasted revenues, sales volume, pricing, cost and availability of inventory, cost and availability of labor supply, consumer demand and spending habits, and the continued operations of our supply chain and logistics network. Although these estimates are based on our best knowledge of current events and actions that we may undertake in the future, the variability of these factors depends on a number of factors, including uncertainty associated with macroeconomic conditions, such as the ongoing COVID-19 pandemic, supply chain challenges, inflation, rising interest rates, or the current conflict between Russia and Ukraine, how long these conditions will persist, what additional regulations may be introduced or reintroduced by governments or private parties or what effect any such additional regulations may have on our business and thus our accounting estimates may change from period to period. To the extent there are differences between these estimates and actual results, our consolidated financial statements may be materially affected.

3. DISCONTINUED OPERATIONS

On January 25, 2021, we entered into an agreement with Medici Ventures, Pelion, and Pelion, Inc., pursuant to which Medici Ventures converted to a Delaware limited partnership (the "Partnership") and Pelion became the sole general partner of the Partnership, and we became the limited partner of the Partnership. The term of the Partnership is eight years. A tZERO debt conversion was completed during the quarter ended March 31, 2021, following which Medici Ventures and Overstock held approximately 42% and 41%, respectively, of tZERO's outstanding common stock. On April 23, 2021, we entered into the Limited Partnership Agreement with Pelion, pursuant to which Pelion became the sole general partner, holding a 1% equity interest in the Partnership, and Overstock became a limited partner, holding a 99% equity interest in the Partnership. Our retained equity interest in these entities are classified as equity method securities as we are deemed to have significant influence, but not control, over these entities through holding more than a 20% interest in the entity. See Note 6—Equity Securities for further information.

Results of discontinued operations through the transaction date were as follows (in thousands):
Three months ended
March 31,
20222021
Net revenue$ $15,592 
Cost of goods sold 12,391 
Gross profit 3,201 
Operating expenses
Technology 6,556 
Selling, general, and administrative 11,425 
Total operating expenses 17,981 
Operating loss from discontinued operations (14,780)
Interest income, net 187 
Other income, net 4,479 
Loss from discontinued operations before income taxes (10,114)
Provision for income taxes 12 
Net loss from discontinued operations$ $(10,126)
Less: Net loss attributable to noncontrolling interests from discontinued operations (201)
Net loss from discontinued operations attributable to stockholders of Overstock.com, Inc.$ $(9,925)

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4. FAIR VALUE MEASUREMENT

The following tables summarize our assets and liabilities measured at fair value on a recurring basis using the following levels of inputs (in thousands): 
 
Fair Value Measurements at March 31, 2022
 TotalLevel 1Level 2Level 3
Assets:    
Cash equivalents—Money market mutual funds$ $ $ $ 
Equity securities, at fair value115,306 366  114,940 
Trading securities held in a "rabbi trust" (1)226 226   
Total assets$115,532 $592 $ $114,940 
Liabilities:    
Deferred compensation accrual "rabbi trust" (2)$231 $231 $ $ 
Total liabilities$231 $231 $ $ 
 
 
Fair Value Measurements at December 31, 2021
 TotalLevel 1Level 2Level 3
Assets:    
Cash equivalents—Money market mutual funds$ $ $ $ 
Equity securities, at fair value102,529 174  102,355 
Trading securities held in a "rabbi trust" (1)179 179   
Total assets$102,708 $353 $ $102,355 
Liabilities:    
Deferred compensation accrual "rabbi trust" (2)$188 $188 $ $ 
Total liabilities$188 $188 $ $ 
 ___________________________________________
(1)    — Trading securities held in a rabbi trust are included in Prepaids and other current assets and Other long-term assets, net in the consolidated balance sheets.
(2)    — Non-qualified deferred compensation in a rabbi trust is included in Accrued liabilities and Other long-term liabilities in the consolidated balance sheets.

The following table provides activity for our Level 3 investments (in thousands):
Amount
Level 3 investments at December 31, 2020
$ 
Increase due to acquisition of Level 3 investments99,723 
Increase in fair value of Level 3 investments2,632 
Level 3 investments at December 31, 2021
102,355 
Increase due to acquisition of Level 3 investments11,420 
Increase in fair value of Level 3 investments1,165 
Level 3 investments at March 31, 2022
$114,940 

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5. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following (in thousands):
 March 31,
2022
December 31, 2021
Computer hardware and software, including internal-use software and website development$227,512 $225,256 
Building69,339 69,293 
Furniture and equipment12,408 12,067 
Land12,781 12,781 
Leasehold improvements2,579 2,601 
Building machinery and equipment9,809 9,809 
Land improvements7,025 7,025 
341,453 338,832 
Less: accumulated depreciation(232,999)(229,353)
Total property and equipment, net$108,454 $109,479 

Capitalized costs associated with internal-use software and website development, both developed internally and acquired externally, and depreciation of costs for the same periods associated with internal-use software and website development consist of the following (in thousands):
Three months ended
March 31,
 20222021
Capitalized internal-use software and website development$1,769 $1,705 
Depreciation of internal-use software and website development1,726 1,808 

Depreciation expense is classified within the corresponding operating expense categories on our consolidated statements of income as follows (in thousands): 
Three months ended
March 31,
 20222021
Cost of goods sold$167 $154 
Technology3,200 3,875 
General and administrative919 1,094 
Total depreciation$4,286 $5,123 

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6. EQUITY SECURITIES

Our equity securities accounted for under the equity method under ASC 323 include equity securities in which we can exercise significant influence, but not control, over these entities through holding more than a 20% voting interest in the entity. During the period ended March 31, 2022, we committed to invest an aggregate of an additional $15 million in tZERO through their Series B financing round led by the Intercontinental Exchange. $7.5 million of our investment in tZERO was funded during the period ended March 31, 2022 but the remaining $7.5 million was not yet funded during such period. We also invested $3.9 million in SpeedRoute, LLC, a former subsidiary of tZERO, which provides connectivity to tZERO's registered broker-dealer clients to U.S. equity exchanges and off-exchange sources of liquidity. The following table includes our equity securities accounted for under the equity method and related ownership interest as of March 31, 2022:
Ownership
interest
Medici Ventures, L.P.99%
tZERO Group, Inc.31%
SpeedRoute, LLC49%

The carrying amount of our equity method securities was $352.5 million at March 31, 2022, which is included in Equity securities on our consolidated balance sheets, of which, $114.9 million is valued under the fair value option (tZERO and SpeedRoute, LLC). These investments are valued using Level 3 inputs, which represents 99.5% of assets measured at fair value. For our investments in Medici Ventures, L.P., tZERO, and SpeedRoute there is no difference in the carrying amount of the assets and liabilities and our maximum exposure to loss, and there is no difference between the carrying amount of our investment in Medici Ventures, L.P. and the amount of underlying equity we have in the entity's net assets.

The following table summarizes the net income recognized on equity method securities recorded in Other expense, net in our consolidated statements of income for the three months ended March 31, 2022 (in thousands):

Three months ended
March 31,
2022
Net loss recognized on our proportionate share of the net loss of our equity method securities$(1,464)
Increase in fair value of equity method securities held under fair value option1,165 

Regulation S-X Rule 10-01(b)(1)

In accordance with Rule 10-01(b)(1) of Regulation S-X, which applies to interim reports on Form 10-Q, the Company must determine if its equity method investees are considered "significant subsidiaries". Summarized income statement information of an equity method investee is required in an interim report if the significance criteria are met as defined under SEC guidance. For the period ended March 31, 2022, this threshold was met for the Company's equity investment in tZERO.

The following is unaudited summarized financial information for tZERO (in thousands):

Three months ended
March 31,
Results of Operations2022
Revenues$740 
Pre-tax loss(5,380)
Net loss(4,380)

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7. BORROWINGS

2020 loan agreements

In March 2020, we entered into two loan agreements. The loan agreements provide a $34.5 million Senior Note, carrying interest at an annual rate of 4.242%, and a $13.0 million Mezzanine Note, carrying interest at an annual rate of 5.002%. The loans carry a blended annual interest rate of 4.45%. The Senior Note is for a 10-year term (stated maturity date is March 6, 2030) and requires interest only payments, with the principal amount and any then unpaid interest due and payable at the end of the 10-year term. The Mezzanine Note has a stated 10-year term, though the agreement requires principal and interest payments monthly over approximately a 46-month payment period. Our debt issuance costs and debt discount are amortized using the straight-line basis which approximates the effective interest method.

As of March 31, 2022, the total outstanding debt on these loans was $40.5 million, net of $478,000 in capitalized debt issuance costs, and the total amount of the current portion of these loans included in Other current liabilities on our consolidated balance sheets was $3.4 million.

Further, Overstock serves as a guarantor under the Senior Note (the "Senior Note Guaranty") and the Mezzanine Note (the "Mezzanine Note Guaranty"). Both loans include certain financial and non-financial covenants and are secured by our corporate headquarters and the related land and rank senior to stockholders. Overstock has agreed under the Senior Note Guaranty to, among other things, maintain, until all of the obligations guaranteed by Overstock under the Senior Note Guaranty have been paid in full, (i) a net worth in excess of $30 million and minimum liquid assets of $3 million for so long as the Mezzanine Note is outstanding, and (ii) a net worth in excess of $15 million and minimum liquid assets of $1 million from and after the date the Mezzanine Note has been paid in full. Overstock has also agreed under the Mezzanine Note Guaranty to, among other things, maintain a net worth in excess of $30 million and minimum liquid assets of $3 million until all obligations guaranteed by Overstock under the Mezzanine Note Guaranty have been paid in full.

We are in compliance with our debt covenants and continue to monitor our ongoing compliance with our debt covenants.

8. LEASES

We have operating leases for warehouses, office space, and data centers. Our leases have remaining lease terms of one year to six years, some of which may include options to extend the leases perpetually, and some of which may include options to terminate the leases within one year.

The components of lease expenses were as follows (in thousands):
Three months ended
March 31,
20222021
Operating lease cost$1,509 $2,141 
Variable lease cost498 388 
    
The following table provides a summary of other information related to leases (in thousands):
Three months ended
March 31,
20222021
Cash payments included in operating cash flows from lease arrangements$1,550$2,158
Derecognition of right-of-use assets due to reassessment of lease term527

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The following table provides supplemental balance sheet information related to leases:
March 31,
2022
December 31,
2021
Weighted-average remaining lease term—operating leases2.52 years2.72 years
Weighted-average discount rate—operating leases7 %7 %

Maturity of lease liabilities under our non-cancellable operating leases as of March 31, 2022, are as follows (in thousands):
Payments due by periodAmount
2022 (Remainder)$4,626 
20234,805 
20242,773 
2025665 
2026250 
Thereafter83 
Total lease payments 13,202 
Less interest1,169 
Present value of lease liabilities$12,033 
 
9. COMMITMENTS AND CONTINGENCIES
 
Legal proceedings and contingencies

From time to time, we are involved in litigation concerning consumer protection, employment, intellectual property, claims under the securities laws, and other commercial matters related to the conduct and operation of our business and the sale of products on our Website. In connection with such litigation, we have been in the past and we may be in the future subject to significant damages. In some instances, other parties may have contractual indemnification obligations to us. However, such contractual obligations may prove unenforceable or non-collectible, and if we cannot enforce or collect on indemnification obligations, we may bear the full responsibility for damages, fees, and costs resulting from such litigation. We may also be subject to penalties and equitable remedies that could force us to alter important business practices. Such litigation could be costly and time consuming and could divert or distract our management and key personnel from our business operations. Due to the uncertainty of litigation and depending on the amount and the timing, an unfavorable resolution of some or all of such matters could materially affect our business, results of operations, financial position, or cash flows. The nature of the loss contingencies relating to claims that have been asserted against us are described below.

As previously disclosed, in October 2019, we received a subpoena from the SEC requiring us to produce documents and other information related to the Series A-1 Preferred stock dividend we announced to stockholders in June 2019 and requesting copies of 10b5-1 plans entered into by certain officers and directors. In December 2019, we received a subpoena from the SEC requesting our insider trading policies and certain employment and consulting agreements. We also received requests from the SEC for our communications with our former Chief Executive Officer and Director, Patrick Byrne, and the matters referenced in the December 2019 subpoenas. In January 2021, we received a subpoena from the SEC requesting information regarding our retail guidance in 2019 and certain communications with current and former executives, board members, and investors. We continue to cooperate with the SEC on these matters.

On September 27, 2019, a purported securities class action lawsuit was filed against us and our former Chief Executive Officer and former Chief Financial Officer in the United States District Court of Utah, alleging violations under Section 10(b), Rule 10b-5, Section 20(a), and Section 20A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On October 8, 2019, October 17, 2019, October 31, 2019, and November 20, 2019, four similar lawsuits were filed in the same court also naming us and the above referenced former executives as defendants, bringing similar claims under the Exchange Act, and seeking similar relief. These cases were consolidated into a single lawsuit in December 2019. The Court appointed The Mangrove Partners Master Fund Ltd. as lead plaintiff in January 2020. In March 2020, an amended consolidated complaint was filed against us, our President, our former Chief Executive Officer, and our former Chief Financial Officer. We filed a motion
19

to dismiss and, on September 28, 2020, the court granted our motion and entered judgment in our favor. The plaintiffs filed a motion to amend their complaint on October 23, 2020 and filed a notice of appeal on October 26, 2020. The United States District Court of Utah granted the plaintiffs' motion to amend their complaint on January 6, 2021 and the Tenth Circuit Court dismissed the plaintiffs' appeal on January 8, 2021. The plaintiffs filed their amended complaint on January 11, 2021. We filed a motion to dismiss plaintiffs' amended complaint, and on September 20, 2021, the court granted our motion and entered judgment in our favor. On October 18, 2021, the plaintiffs filed a Notice of Appeal, appealing the ruling of the district court to the United States Court of Appeals for the Tenth Circuit. The plaintiffs filed their opening brief in the Tenth Circuit on January 26, 2022. We filed a responsive appellate brief on March 30, 2022. The plaintiffs' reply appellate brief was filed on April 20, 2022. The Tenth Circuit has not yet scheduled oral argument on the plaintiffs' appeal. No estimates of the possible losses or range of losses can be made at this time. We intend to continue to vigorously defend this consolidated action.

On November 22, 2019, a shareholder derivative suit was filed against us and certain past and present directors and officers of ours in the United States District Court for the District of Delaware, with allegations that include: (i) breach of fiduciary duties, (ii) unjust enrichment, (iii) insider selling and misappropriation of the Company's information, and (iv) contribution under Sections 10(b) and 21D of the Exchange Act. On December 17, 2019, a similar lawsuit was filed in the same court, naming the same defendants, bringing similar claims, and seeking similar relief. These cases were consolidated into a single lawsuit in January 2020. In March 2020, the court entered a stay on litigation, pending the outcome of the securities class action motion to dismiss. The case remains stayed pending the outcome of the plaintiffs' appeal to the Tenth Circuit in the securities class action. No estimates of the possible losses or range of losses can be made at this time. We intend to vigorously defend these actions.

On April 23, 2020, a putative class action lawsuit was filed against us in the Circuit Court of the County of St. Louis, State of Missouri, alleging that we over-collected taxes on products sold into the state of Missouri. We removed the case to United States District Court, Eastern District of Missouri on May 22, 2020, and on February 9, 2021, the case against us was dismissed. On March 1, 2021, a putative class action lawsuit was filed against us in the Circuit Court of the County of St. Louis, State of Missouri, alleging similar allegations to the April 23, 2020 putative class action lawsuit that was dismissed, that we over-collected taxes on products sold into the state of Missouri. We filed a motion to compel arbitration, which was denied on October 13, 2021. We filed a motion to dismiss, which was denied on March 16, 2022. No estimates of the possible losses or range of losses can be made at this time. We intend to vigorously defend this action.
    
We establish liabilities when a particular contingency is probable and estimable. At March 31, 2022 and December 31, 2021, we have accrued $63,000 and $165,000, respectively, which are included in Accrued liabilities in our consolidated balance sheets. It is reasonably possible that the actual losses may exceed our accrued liabilities.

10. INDEMNIFICATIONS AND GUARANTEES
 
During our normal course of business, we have made certain indemnities, commitments, and guarantees under which we may be required to make payments in relation to certain transactions. These indemnities include, but are not limited to, indemnities we entered into in favor of Loan Core Capital Funding Corporation LLC under our building loan agreements, various lessors in connection with facility leases for certain claims arising from such facility or lease, the environmental indemnity we entered into in favor of the lenders under our prior loan agreements, customary indemnification arrangements in underwriting agreements and similar agreements, and indemnities to our directors and officers to the maximum extent permitted under the laws of the State of Delaware. The duration of these indemnities, commitments, and guarantees varies, and in certain cases, is indefinite. In addition, the majority of these indemnities, commitments, and guarantees do not provide for any limitation of the maximum potential future payments we could be obligated to make. As such, we are unable to estimate with any reasonableness our potential exposure under these items. We have not recorded any liability for these indemnities, commitments, and guarantees in the accompanying consolidated balance sheets. We do, however, accrue for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is both probable and reasonably estimable.

11. STOCKHOLDERS' EQUITY

Common stock

Each share of common stock has the right to one vote. The holders of common stock are also entitled to receive dividends declared by the Board of Directors out of funds legally available, subject to prior rights of holders of all classes of stock outstanding having priority rights as to dividends.
20


Preferred stock

Each share of our Series A-1 preferred stock and our Series B preferred stock (collectively, the "preferred shares"), except as required by law, are intended to have voting and dividend rights similar to those of one share of common stock. Preferred shares rank senior to common stock with respect to dividends. Holders of the preferred shares are entitled to an annual cash dividend of $0.16 per share, in preference to any dividend payment to the holders of the common stock, out of funds of the Company legally available for payment of dividends and subject to declaration by our Board of Directors. Holders of the preferred shares are also entitled to participate in any cash dividends we pay to the holders of the common stock and are also entitled to participate in non-cash dividends we pay to holders of the common stock, subject to potentially different treatment if we effect a stock dividend, stock split, or combination of the common stock. There are no arrearages in cumulative preferred dividends. We declared and paid a cash dividend of $0.16 per share to the holders of our preferred stock during 2020 and 2021.

Neither the Series A-1 preferred stock nor Series B preferred stock is required to be converted into or exchanged for shares of our common stock or any other entity; however, at our sole discretion, we have the right to convert the Series A-1 preferred stock into Series B preferred stock at any time on a one-to-one basis. In the event of any liquidation, any amount available for distribution to stockholders after payment of all liabilities will be distributed proportionately, with each share of Series A-1 preferred stock and each share of Series B preferred stock being treated as though it were a share of our common stock. If we are party to any merger or consolidation in which our common stock is changed into or exchanged for stock or other securities of any other person (or the Company) or cash or any other property (or a right to receive the foregoing), we will use all commercially reasonable efforts to cause each outstanding share of the preferred stock to be treated as if such share were an additional outstanding share of common stock in connection with any such transaction. Neither the Series A-1 preferred stock nor the Series B preferred stock is registered under the Exchange Act.

JonesTrading Sales Agreement

Our Amended and Restated Capital on DemandTM Sales Agreement (the "Sales Agreement"), dated June 26, 2020 with JonesTrading Institutional Services LLC ("JonesTrading") and D.A. Davidson & Co. ("D.A. Davidson"), provides that we may conduct "at the market" sales of our common stock. Under the Sales Agreement, JonesTrading and D.A. Davidson, acting as our agents, may offer our common stock in the market on a daily basis or otherwise as we request from time to time. We have no obligation to sell additional shares under the Sales Agreement, but we may do so from time to time. For the three months ended March 31, 2022 and 2021, we did not sell any shares of our common stock pursuant to the Sales Agreement. As of March 31, 2022, we had $150.0 million available under our "at the market" sales program.

Common and Preferred Stock Repurchase Program

On August 17, 2021, we announced that our Board of Directors had approved a stock repurchase program (the “Repurchase Program”), pursuant to which we may, from time to time, purchase shares of our outstanding common stock for an aggregate repurchase price not to exceed $100.0 million at any time through December 31, 2023. On March 9, 2022, we announced that our Board of Directors had expanded the Repurchase Program to permit us, from time to time, to purchase outstanding shares of our Digital Voting Series A-1 Preferred Stock and/or our Voting Series B Preferred Stock, in addition to outstanding shares of our common stock. Repurchases under the Repurchase Program may be effected through open market purchases. The Repurchase Committee designated by the Board of Directors will determine the actual timing, number, and value of any shares repurchased under the Repurchase Program in its discretion using factors including, but not limited to, our stock price and trading volume, general market conditions, and the ongoing assessment of our capital needs. There is no assurance of the number or aggregate price of any shares that we will ultimately repurchase under the Repurchase Program, which may be extended, suspended, or terminated at any time by the Board of Directors. During the three months ended March 31, 2022, we repurchased $24.9 million of our common stock and $256,000 of our Series A-1 preferred stock under the Repurchase Program at average prices of $48.18 and $45.24 per share, respectively.

12. STOCK-BASED AWARDS

We have equity incentive and compensatory plans that provide for the grant to employees and board members of stock-based awards, including restricted stock, and provide employees the ability to purchase shares of our common stock through an employee stock purchase plan. Employee accounting applies to equity incentives and compensation granted by the Company to its own employees.
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Stock-based compensation expense is classified within the corresponding operating expense categories on our consolidated statements of income as follows (in thousands):
Three months ended
March 31,
 20222021
Cost of goods sold$54 $11 
Sales and marketing345 257 
Technology1,840 657 
General and administrative2,400 1,380 
Total stock-based compensation$4,639 $2,305 

When an award is forfeited prior to the vesting date, we recognize an adjustment for the previously recognized expense in the period of the forfeiture.

Overstock restricted stock awards

The Overstock.com, Inc. Amended and Restated 2005 Equity Incentive Plan (the "Plan") provides for the grant of incentive stock options to employees and directors of the Company, and restricted stock units and other types of equity awards of the Company. These restricted stock awards generally vest over three years at 33.3% at the end of the first year, 33.3% at the end of the second year and 33.4% at the end of the third year, subject to the recipient's continuing service to us.

The cost of restricted stock units is determined using the fair value of our common stock on the date of the grant and compensation expense is either recognized on a straight-line basis over the vesting schedule or on an accelerated schedule when vesting of restricted stock awards exceeds a straight-line basis. The cumulative amount of compensation expense recognized at any point in time is at least equal to the portion of the grant date fair value of the award that is vested at that date. 

The following table summarizes restricted stock award activity during the three months ended March 31, 2022 (in thousands, except per share data):
 Three months ended
March 31, 2022
UnitsWeighted
Average
Grant Date
Fair Value
Outstanding—beginning of year663 $56.37 
Granted at fair value482 46.12 
Vested(243)38.21 
Forfeited(20)70.04 
Outstanding—end of period882 $55.48 

Employee Stock Purchase Plan

 On February 4, 2021 and May 13, 2021, our Board of Directors and stockholders, respectively, approved the Overstock.com, Inc. 2021 Employee Stock Purchase Plan (the "2021 ESPP"). The 2021 ESPP grants our eligible employees a right to purchase shares of our common stock at a discount through payroll deductions of up to 25% of eligible compensation, subject to a cap of $21,250 in any calendar year. The 2021 ESPP provides for consecutive 24-month offering periods beginning March 1 and September 1 of each year. Each offering period shall consist of four consecutive six-month purchase periods. The first offering period under the 2021 ESPP commenced on September 1, 2021, with the first purchase date occurring on February 28, 2022.

On each purchase date, participating employees will purchase shares of our common stock at a price per share equal to 85% of the lesser of the fair market value of our common stock on (i) the offering date of the offering period or (ii) the purchase
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date (the "look-back" period). If the stock price of our common stock on any purchase date in an offering period is lower than the stock price on the offering date of that offering period, every participant in the offering will automatically be withdrawn from the offering after the purchase of shares on such purchase date and automatically enrolled in a new offering period commencing immediately subsequent to such purchase date.

The maximum number of shares of common stock that may be issued under the 2021 ESPP in aggregate is 3.0 million shares. During the three months ended March 31, 2022, 41,918 shares were purchased at an average purchase price per share of $48.37. At March 31, 2022, approximately 3.0 million shares of common stock remained available under the ESPP.

The 2021 ESPP is considered a compensatory plan and the fair value of the discount and the look-back period will be estimated using the Black-Scholes option pricing model and expense will be recognized straight-line over the 24-month offering period. For the three months ended March 31, 2022, we recognized $627,000 in share-based compensation expense related to the 2021 ESPP, which is included in the stock compensation expense table above combined with the expense associated with our restricted stock units.

13. REVENUE AND CONTRACT LIABILITY

Unearned Revenue

The following table provides information about unearned revenue from contracts with customers, including significant changes in unearned revenue balances during the periods presented (in thousands):
Amount
Unearned revenue at December 31, 2020$72,165 
Increase due to deferral of revenue at period end51,384 
Decrease due to beginning contract liabilities recognized as revenue(64,162)
Unearned revenue at December 31, 202159,387 
Increase due to deferral of revenue at period end41,623 
Decrease due to beginning contract liabilities recognized as revenue(39,589)
Unearned revenue at March 31, 2022$61,421 

Our total unearned revenue related to outstanding Club O Reward dollars was $10.8 million and $10.0 million at March 31, 2022 and December 31, 2021, respectively. Breakage income related to Club O Reward dollars and gift cards is recognized in Net revenue in our consolidated statements of income. Breakage included in revenue was $1.1 million and $1.4 million for the three months ended March 31, 2022 and 2021. The timing of revenue recognition of these reward dollars is driven by actual customer activities, such as redemptions and expirations.

Sales returns allowance
 
The following table provides additions to and deductions from the sales returns allowance, which is included in our Accrued liabilities balance in our consolidated balance sheets (in thousands):
Amount
Allowance for returns at December 31, 2020$19,190 
Additions to the allowance237,622 
Deductions from the allowance(242,889)
Allowance for returns at December 31, 202113,923 
Additions to the allowance42,460 
Deductions from the allowance(42,166)
Allowance for returns at March 31, 2022$14,217 

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14. NET INCOME PER SHARE

Our Series A-1 preferred stock and Series B preferred stock (collectively, the "preferred shares") are considered participating securities, and as a result, net income per share is calculated using the two-class method. Under this method, we give effect to preferred dividends and then allocate remaining net income attributable to our stockholders to both common shares and participating securities (based on the percentages outstanding) in determining net income per common share.

Basic net income per common share is computed by dividing net income attributable to common shares (after allocating between common shares and participating securities) by the weighted average number of common shares outstanding during the period.

Diluted net income per share is computed by dividing net income attributable to common shares (after allocating between participating securities and common shares) by the weighted average number of common and potential common shares outstanding during the period (after allocating total dilutive shares between our common shares outstanding and our preferred shares outstanding). Potential common shares, comprising incremental common shares issuable from the employee stock purchase plan and restricted stock awards are included in the calculation of diluted net income per common share to the extent such shares are dilutive.

The following table sets forth the computation of basic and diluted net income per common share for the periods indicated (in thousands, except per share data):
 Three months ended
March 31,
 20222021
Numerator:
Income from continuing operations$10,123 $26,018 
Less: Preferred stock dividends—declared and accumulated182 182 
Undistributed income from continuing operations9,941 25,836 
Less: Undistributed income allocated to participating securities952 1,529 
Net income from continuing operations attributable to common stockholders$8,989 $24,307 
  
Loss from discontinued operations$ $(9,925)
Net income attributable to common stockholders$8,989 $14,382 
Denominator:
Weighted average shares of common stock outstanding—basic43,052 42,885 
Effect of dilutive securities: 
Restricted stock awards230 435 
Weighted average shares of common stock outstanding—diluted43,282 43,320 
Net income from continuing operations per share of common stock:
Basic$0.21 $0.57 
Diluted$0.21 $0.56 
Net loss from discontinued operations per share of common stock:
Basic$ $(0.23)
Diluted$ $(0.23)
Net income per share of common stock:
Basic$0.21 $0.34 
Diluted$0.21 $0.33 
 
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The following shares were excluded from the calculation of diluted shares outstanding as their effect would have been anti-dilutive (in thousands):
 Three months ended
March 31,
 20222021
Restricted stock units506 284 
Employee stock purchase plan64  

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion provides information that we believe to be relevant to an understanding of our consolidated financial condition and results of operations. The statements in this section regarding industry outlook, our expectations regarding the performance of our business and any other non-historical statements are forward-looking statements. Our actual results may differ materially from those contained in or implied by any forward-looking statements contained herein. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in "Special Cautionary Note Regarding Forward Looking Statements" and in Part II, Item 1A, "Risk Factors" included in this Quarterly Report on Form 10-Q. You should read the following discussion together with our consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q and with the sections entitled "Special Cautionary Note Regarding Forward-Looking Statements," Part I, Item 1A, "Risk Factors," and our consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2021.

We are an online retailer and technology company. As used herein, "Overstock," "the Company," "we," "our" and similar terms include Overstock.com, Inc. and our majority-owned subsidiaries, unless the context indicates otherwise.

Overview

Overstock provides furniture and home furnishings to assist consumers in creating "Dream Homes for All," particularly for our target customers—consumers who seek smart value on quality, stylish merchandise at competitive prices, and who want an easy shopping experience. We believe that the furniture and home furnishings market, which is highly fragmented and has traditionally been served by brick-and-mortar stores, will continue transitioning to online sales as consumers become increasingly comfortable shopping online. Additionally, the COVID-19 pandemic accelerated consumer migration to online shopping. We regularly update our product assortment to meet the evolving preferences of our customers and current trends. Our products include furniture, décor, area rugs, bedding and bath, home improvement, outdoor, and kitchen and dining items, among others. We sell our products and services primarily through our internet websites located at www.overstock.com, www.o.co, www.overstock.ca, and www.overstockgovernment.com (referred to collectively as the "Website") and through our mobile app. Nearly all of our retail sales through our Website were from transactions in which we fulfilled orders through our network of manufacturers, distributors and other suppliers ("partners") selling on our Website. Our use of the term "partner" does not mean that we have formed any legal partnerships with any of our retail partners. We provide our partners with access to a large customer base and convenient services for order fulfillment, customer service, returns handling, and other services. Our supply chain allows us to ship directly to our customers from our suppliers or from our warehouses. Our warehouses primarily fulfill orders from direct sales of our partners' owned inventory, including some customer returns of partner products.

Strategies for our Business

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