Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

May 12, 2020
Date of Report (date of earliest event reported)
Overstock.com, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
 
000-49799
 
87-0634302
(State or other jurisdiction of
 
(Commission File Number)
 
(I.R.S. Employer
incorporation or organization)
 
 
 
Identification Number)
799 West Coliseum Way
Midvale, Utah 84047
(Address of principal executive offices)

(801) 947-3100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
o
Emerging growth company
 
 
o
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.





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






Item 7.01. Regulation FD Disclosure.

On May 12, 2020, at the 2020 Annual Meeting of Stockholders of Overstock.com, Inc. (the “Company”) Jonathan E. Johnson III, the Company’s Chief Executive Officer will be giving an Organizational Update. The slides used during the 2020 Annual Meeting of Stockholders, including the presentation slides to accompany the Organizational Update, are attached hereto as Exhibit 99.1 and are incorporated herein by reference (the “Slides”). The Slides are also posted in the Investor Relations section of the Company’s website at http://investors.overstock.com/.

The Slides are being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The Slides attached to this Current Report on Form 8-K as Exhibit 99.1 contain forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include all statements other than statements of historical fact, including forecasts of trends. These forward-looking statements are inherently difficult to predict. Actual results could differ materially for a variety of reasons, including the duration of the COVID-19 pandemic and ultimate impact that it has on our business, the amount and timing of our capital expenditures, the results of our ongoing review of strategic initiatives, adverse tax, regulatory or legal developments, competition, and any inability to raise capital or borrow funds in a timely manner or on acceptable terms. Other risks and uncertainties include, among others, the inherent risks associated with the businesses that Medici Ventures and tZERO are pursuing, including whether tZERO's joint venture with Box Digital Markets, LLC will be able to achieve its objectives and the timing for doing such, the effects of the departure of key business personnel, our continually evolving business model, and difficulties we may have with our infrastructure, our fulfillment partners or our payment processors, including cyber-attacks or data breaches affecting us or any of them, and difficulties we may have with our search engine optimization results. More information about factors that could potentially affect our financial results is included in our Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission on March 13, 2020, in our Form 10-Q for the quarter ended March 31, 2020, which was filed with the Securities and Exchange Commission on May 7, 2020, and in our subsequent filings with the Securities and Exchange Commission. The Form 10-K and our subsequent filings with the Securities and Exchange Commission identify important factors that could cause our actual results to differ materially from those contained in or contemplated by our projections, estimates and other forward-looking statements. Forward-looking statements speak only as to the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. The Company disclaims any intent or obligation to update these forward-looking statements.

Item 9.01    Exhibits

(d)    Exhibits

The following exhibit is furnished with this report:
Exhibit No.
Description of Exhibit
2020 Annual Meeting of Stockholders Slides







SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
OVERSTOCK.COM, INC.
 
 
 
 
By:
/s/ E. Glen Nickle
 
 
E. Glen Nickle
 
 
Vice President, Legal, and General Counsel
 
Date:
May 12, 2020





slides
2020 Annual Stockholders Meeting


 
2 Cautionary Note Regarding Forward-Looking Statements These investor presentation slides contain forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include all statements other than statements of historical fact, including forecasts of trends. These forward-looking statements are inherently difficult to predict. Actual results could differ materially for a variety of reasons, including the duration of the COVID-19 pandemic and ultimate impact that it has on our business, the amount and timing of our capital expenditures, the results of our ongoing review of strategic initiatives, adverse tax, regulatory or legal developments, competition, and any inability to raise capital or borrow funds in a timely manner or on acceptable terms. Other risks and uncertainties include, among others, the inherent risks associated with the businesses that Medici Ventures and tZERO are pursuing, including whether tZERO's joint venture with Box Digital Markets, LLC will be able to achieve its objectives and the timing for doing such, the effects of the departure of key business personnel, our continually evolving business model, and difficulties we may have with our infrastructure, our fulfillment partners or our payment processors, including cyber-attacks or data breaches affecting us or any of them, and difficulties we may have with our search engine optimization results. More information about factors that could potentially affect our financial results is included in our Form 10-K for the year ended December 31, 2019, which was filed with the Securities and Exchange Commission on March 13, 2020, in our Form 10-Q for the quarter ended March 31, 2020, which was filed with the Securities and Exchange Commission on May 7, 2020, and in our subsequent filings with the Securities and Exchange Commission. The Form 10-K, Form 10-Q, and our subsequent filings with the Securities and Exchange Commission identify important factors that could cause our actual results to differ materially from those contained in or contemplated by our projections, estimates and other forward-looking statements. Forward-looking statements speak only as to the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made. The Company disclaims any intent or obligation to update these forward-looking statements.


 
3 Agenda 1. Welcome and Call to Order 2. Introductions 3. Pre-voting Notices 4. Proposals 1 – 4 5. Closing of Polls 6. Preliminary Report of Voting Results 7. Adjournment of Meeting 8. Business Presentation 9. Q&A


 
4 Allison Abraham Jonathan Johnson, III Barclay Corbus Joseph Tabacco, Jr. Robert Shapiro Chairwoman of the Director & CEO Director Director Director Board of Directors


 
5 Jonathan Johnson, III David Nielsen Adrianne Lee Carter Lee Meghan Tuohig Director & CEO President Chief Financial Officer Chief Administrative Officer Chief People Officer Mark Baker Ronald Hilton JP Knab Krista Mathews Joel Weight Chief Product Officer Chief Sourcing & Chief Marketing Officer Chief Customer Officer Chief Technology Officer Operations Officer


 
6 Barclay Corbus Jonathan Johnson, III Robert Shapiro Chairman of the Board Director & President Director Jeremy Smith Stanton Huntington Tiffany Smith Alexis Callahan Chief Technology Officer General Counsel Controller Director of Investor Relations


 
7 Jonathan Johnson, III Saum Noursalehi Barclay Corbus Christopher Campbell Chairman of the Board Director & CEO Director Director Amit Goyal Joel Quall Alan Konevsky Chief Technology Officer Chief Financial Officer Chief Legal Officer


 
8 Eric Denning Douglas Ives E. Glen Nickle External Auditor Inspector of Elections General Counsel & Corporate Secretary


 
9 Agenda 1. Welcome and Call to Order 2. Introductions 3. Pre-voting Notices 4. Proposals 1 – 4 5. Closing of Polls 6. Preliminary Report of Voting Results 7. Adjournment of Meeting 8. Business Presentation 9. Q&A


 
10 Organizational Update in Current Environment . Overstock continues to operate well in this environment . QTD retail sales up over 130% YoY . 100% work from home . We are hiring . Overstock model optimally positioned . Our retail core products are increasingly in demand . Online-only retail platform remains accessible . Partner-based, drop-ship retail model is well suited to current environment . Our blockchain businesses are solving problems exacerbated by the pandemic . Our equity routing business is benefitting from increased volatility


 
11 Retail Industry Landscape Shifting in our Favor Overall retail Brick and mortar industry decline decline by ~50% Online penetration of Home Furnishings by ~30% due to as sales shift to ~42% during shutdown vs. 23% prior3 COVID-191 e-commerce2 3 Furniture & Home Furnishings U.S. Online Penetration COVID-19 50% 42.0% 40% 30% 20% 22.6% 19.7% 17.9% 15.5% 10% 13.3% 11.1% 6.7% 7.8% 9.5% 5.7% 0% 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Sources: Data combined from the following sources: 1 NPD, NRF and eMarketer; 2 NRF, CommonThreadCo.com and eMarketer; 3 NRF, CommonThreadCo.com and eMarketer


 
12 New Retail Customers Buying Core Products . New customer growth of 85% YTD . Home furnishings are outsized beneficiary New Customer YoY Growth Sales Mix of Home Furnishings 300% 100% 89.7% 90% 85.5% 85.6% 86.7% 86.2% 250% 80% 200% 70% 60% 150% 50% 100% 40% 50% 30% 20% 0% 10% -50% 0% FY 2019 Jan 1 - Mar 12 Mar 13 - Mar 31 Apr 1 - May 10 2019 Q1 '19 Q1 '20 Q2TD'19 Q2TD'20 Note: Sales Mix is shown as a percentage of GMS (gross merchandise volume), is calculated as the amount paid by customers for products (and shipping), measured at the time of order, after coupons and discounts, without reductions for estimated returns. YTD is for the period January 1 through May 10. Q2TD is for the period April 1 through May 10.


 
13 Resulting in Strong Retail Results and Outlook . QTD retail sales grew over 130% vs. prior year . New customers increased by 260% over same period . Early indications suggest continued strong performance throughout May Sales Growth 150% 130%+ 130% 110% 90% National Emergency 70% Declared: March 13 50% 30% 20% 10% (10%) (6%) (30%) (21%) (50%) FY 2019 Jan 1 - Mar 12 Mar 13 - Mar 31 Apr 1 - May 10 Note: Sales growth reflects year-over-year growth in GMV (gross merchandise volume), calculated as the amount paid by customers for products (and shipping), measured at the time of order, after coupons and discounts, without reductions for estimated returns


 
14 Current Environment and Organizational Challenges . Near-term challenges: . Customer service channels beyond capacity . Social distancing guidelines at warehouses . Carriers maxed out . Market volatility . Longer-term uncertainty remains: . Economic outlook . Partner capital constraints . Carrier interruptions . Non-essential business status . Capital markets


 
15 Overstock Retail Update: 2020 Focus Product Findability Smart Value Easy Delivery + Support . Enhance mobile web experience . Clarify promotional price . Optimize ML delivery models . Refine ML model for better messaging . Position inventory for fastest site search relevancy . Transform promotional model delivery . Improve new product content . Further reduce logistics costs . Improve customer support self-service experience . Launched “free shipping on everything” initiative in response to COVID-19


 
16 tZERO Update: Priorities Assets Liquidity Experience Trade more high-quality digital Enhance liquidity for digital securities Create a world class experience for securities on the tZERO ATS on our platform digital securities . Tokenize additional assets . Execute OSTKO digital dividend . Trade digital securities in tZERO app . Support 3rd-party issuance protocols . Integrate additional broker-dealers . Support crypto trading on web platform . Enhance issuer token administration . Launch tZERO Markets and BSTX


 
17 Medici Ventures Update: Progress Blockchain businesses are working to solve pandemic-exacerbated issues SSI – Health Records Voting Supply Chain Digital Currency


 
18 Dividend Update – OSTKO Timeline: . Declaration date – April 6 ✓ . Ex-dividend date – April 24 ✓ . Record date – April 27 ✓ . Distribution date – May 19 Benefits to shareholders: . Face value: worth the open market trading price . Preferential right to dividends when declared ($0.16/share last 3 years) . Increases participation and long-term liquidity on the tZERO platform . FAQ page: www.overstock.com/dividend


 
19 Sailing of the Ship . Q3’19 and Q4’19: Righting the ship . Q1’20: Execution . Now: We are sailing well (even in choppy waters) . Overstock is a tech company at its core: . Retail: machine learning and artificial intelligence . Medici Ventures and tZERO: blockchain technology


 
2020 Annual Stockholders Meeting