0001130713-22-000045 | 10-Q | XBRL Viewer

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Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2022	Jul. 29, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2022
Document Transition Report	false
Entity File Number	000-49799
Entity Registrant Name	OVERSTOCK.COM, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-0634302
Entity Address, Address Line One	799 West Coliseum Way
Entity Address, City or Town	Midvale
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84047
City Area Code	801
Local Phone Number	947-3100
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	OSTK
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		45,695,694
Entity Central Index Key	0001130713
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 442,603	$ 503,341
Restricted cash	184	25
Accounts receivable, net of allowance for credit losses of $2,857 and $2,429	23,088	21,190
Inventories	5,666	5,137
Prepaids and other current assets	20,233	22,097
Total current assets	491,774	551,790
Property and equipment, net	108,041	109,479
Deferred tax assets, net	37,413	40,035
Goodwill	6,160	6,160
Equity securities, including securities measured at fair value of $115,338 and $102,529	350,580	342,682
Operating lease right-of-use assets	10,192	12,584
Other long-term assets, net	2,790	3,236
Total assets	1,006,950	1,065,966
Current liabilities:
Accounts payable	96,232	102,293
Accrued liabilities	91,794	101,902
Unearned revenue	56,554	59,387
Operating lease liabilities, current	5,636	5,402
Other Liabilities, Current	3,428	3,349
Total current liabilities	253,644	272,333
Long-term debt, net	36,248	37,984
Operating lease liabilities, non-current	5,220	7,960
Other long-term liabilities	3,128	3,303
Total liabilities	298,240	321,580
Stockholders' equity:
Common stock, $0.0001 par value, authorized shares - 100,000	5	4
Additional paid-in capital	972,845	960,544
Accumulated deficit	(121,323)	(136,590)
Accumulated other comprehensive loss	(529)	(537)
Treasury stock at cost - 5,331 and 3,602	(142,288)	(79,035)
Total stockholders' equity	708,710	744,386
Total liabilities and stockholders' equity	1,006,950	1,065,966
Series A-1 Preferred Stock
Stockholders' equity:
Preferred stock, $0.0001 par value, authorized shares - 5,000	0	0
Series B Preferred Stock
Stockholders' equity:
Preferred stock, $0.0001 par value, authorized shares - 5,000	$ 0	$ 0

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2022	Dec. 31, 2021
Allowance for credit loss	$ 2,857	$ 2,429
Equity securities at fair value	$ 115,338	$ 102,529
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	51,026,000	46,625,000
Common stock, shares outstanding	45,695,000	43,023,000
Treasury stock, shares	5,331,000	3,602,000
Series A-1 Preferred Stock
Preferred stock, shares issued	0	4,204,000
Preferred stock, shares outstanding	0	4,204,000
Series B Preferred Stock
Preferred stock, shares issued	0	357,000
Preferred stock, shares outstanding	0	357,000

Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Income Statement [Abstract]
Net revenue	$ 528,122	$ 794,536	$ 1,064,159	$ 1,454,397
Cost of goods sold	407,017	619,710	817,842	1,126,047
Gross profit	121,105	174,826	246,317	328,350
Operating expenses
Sales and marketing	57,940	85,272	116,453	158,810
Technology	30,542	30,383	63,531	60,906
General and administrative	21,081	22,660	42,337	45,531
Total operating expenses	109,563	138,315	222,321	265,247
Operating income	11,542	36,511	23,996	63,103
Interest income (expense), net	115	(130)	(10)	(285)
Other income (expense), net	(1,981)	298	(2,095)	72
Income from continuing operations before income taxes	9,676	36,679	21,891	62,890
Provision (benefit) for income taxes	2,529	(45,726)	4,621	(45,533)
Income from continuing operations	7,147	82,405	17,270	108,423
Income from discontinued operations, net of income taxes	0	227,372	0	217,246
Consolidated net income	7,147	309,777	17,270	325,669
Less: Net loss attributable to noncontrolling interests from discontinued operations	0	(134)	0	(335)
Net income attributable to stockholders of Overstock.com, Inc.	$ 7,147	$ 309,911	$ 17,270	$ 326,004
Income (Loss) from Continuing Operations, Per Basic Share	$ 0.12	$ 1.73	$ 0.33	$ 2.27
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Basic Share	0	4.78	0	4.58
Net income attributable to common shares—basic	0.12	6.51	0.33	6.85
Income (Loss) from Continuing Operations, Per Diluted Share	0.12	1.72	0.33	2.26
Discontinued Operation, Income (Loss) from Discontinued Operation, Net of Tax, Per Diluted Share	0	4.75	0	4.54
Net income attributable to common shares—diluted	$ 0.12	$ 6.47	$ 0.33	$ 6.80
Weighted average shares of common stock outstanding:
Basic	43,072	43,009	43,062	42,948
Diluted	43,159	43,314	43,221	43,317

Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Statement of Comprehensive Income [Abstract]
Consolidated net income	$ 7,147	$ 309,777	$ 17,270	$ 325,669
Other comprehensive income
Unrealized gain on cash flow hedges, net of expense for taxes of $0, $0, $0, and $0	4	4	8	8
Other comprehensive income	4	4	8	8
Comprehensive income	7,151	309,781	17,278	325,677
Less: Comprehensive loss attributable to noncontrolling interests—discontinued operations	0	(134)	0	(335)
Comprehensive income attributable to stockholders of Overstock.com, Inc.	$ 7,151	$ 309,915	$ 17,278	$ 326,012

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

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- Definition

Amount after tax of income (loss) from a discontinued operation attributable to the noncontrolling interest. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

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+ Details

Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jun. 30, 2022	Jun. 30, 2021
Statement of Comprehensive Income [Abstract]
Unrealized gain on cash flow hedges, tax expense	$ 0	$ 0	$ 0	$ 0

Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Total	Common stock	Treasury stock	Preferred stock	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive loss	Parent	Noncontrolling interest	Series A-1 Preferred Stock	Series A-1 Preferred Stock Preferred stock	Series B Preferred Stock	Series B Preferred Stock Preferred stock
Increase (Decrease) in Stockholders' Equity
Common stock, $0.0001 par value, authorized shares - 100,000		$ 4,000
Treasury Stock, Preferred, Value											0
Preferred stock, shares issued											4,204,000
Common stock, beginning balance (in shares) at Dec. 31, 2020		46,331,000	3,563,000
Beginning balance at Dec. 31, 2020			$ (71,399,000)		$ 970,873,000	$ (525,233,000)	$ (553,000)		$ 62,634,000
Preferred stock, beginning balance (in shares) at Dec. 31, 2020													357,000
Increase (Decrease) in Stockholders' Equity
Stock Issued During Period, Value, Conversion of Preferred Stock		$ 0
APIC, Share-based Payment Arrangement, Increase for Cost Recognition					5,674,000
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition					0
Adjustments to Additional Paid In Capital, Conversion of Preferred Stock					0
Stock Issued During Period, Value, Conversion of Convertible Securities						0
Change in noncontrolling interest ownership					22,625,000				22,625,000
Noncontrolling Interest, Decrease from Deconsolidation									(84,924,000)
Proceeds from Sale of Treasury Stock					2,726,000
Adjustments To Additional Paid In Capital, Subsidiary Equity Award Tender Offer					(2,130,000)
Net income attributable to stockholders of Overstock.com, Inc.	$ 326,004,000					326,004,000
Preferred Stock Conversions, Inducements						0
Net other comprehensive income	8,000						8,000
Tax withholding upon vesting of restricted stock			(7,812,000)
Treasury Stock, Retired, Cost Method, Amount			0
Treasury Stock, Value, Acquired, Cost Method			0
Stock Issued During Period, Value, Treasury Stock Reissued			$ 643,000
Net loss attributable to noncontrolling interests									(335,000)
Common stock issued upon vesting of restricted stock		276,000
Stock Issued During Period, Shares, Employee Stock Purchase Plans		0
Tax withholding upon vesting of restricted stock			79,000
Stock Issued During Period, Shares, Treasury Stock Reissued			(47,000)
Other					0
Treasury Stock, Shares, Acquired			0								0
Treasury Stock, Shares, Retired											0
Preferred stock, ending balance (in shares) at Jun. 30, 2021											4,204,000		357,000
Increase (Decrease) in Stockholders' Equity
Preferred Stock, Shares Converted											0		0
Stock Issued During Period, Shares, Conversion of Preferred Stock		0
Common stock, ending balance (in shares) at Jun. 30, 2021		46,607,000	3,595,000
Ending balance at Jun. 30, 2021	676,180,000		$ (78,568,000)		954,518,000	(199,229,000)	(545,000)	$ 676,180,000	0
Increase (Decrease) in Stockholders' Equity
Common stock, $0.0001 par value, authorized shares - 100,000		$ 4,000
Treasury Stock, Preferred, Value											0
Preferred stock, shares issued											4,204,000
Common stock, beginning balance (in shares) at Mar. 31, 2021		46,589,000	3,589,000
Beginning balance at Mar. 31, 2021			$ (78,048,000)		951,615,000	(509,140,000)	(549,000)		85,058,000
Preferred stock, beginning balance (in shares) at Mar. 31, 2021													357,000
Increase (Decrease) in Stockholders' Equity
Stock Issued During Period, Value, Conversion of Preferred Stock		$ 0
APIC, Share-based Payment Arrangement, Increase for Cost Recognition					2,903,000
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition					0
Adjustments to Additional Paid In Capital, Conversion of Preferred Stock					0
Stock Issued During Period, Value, Conversion of Convertible Securities						0
Change in noncontrolling interest ownership					0				0
Noncontrolling Interest, Decrease from Deconsolidation									(84,924,000)
Proceeds from Sale of Treasury Stock					0
Adjustments To Additional Paid In Capital, Subsidiary Equity Award Tender Offer					0
Net income attributable to stockholders of Overstock.com, Inc.	309,911,000					309,911,000
Preferred Stock Conversions, Inducements						0
Net other comprehensive income	4,000						4,000
Tax withholding upon vesting of restricted stock			(520,000)
Treasury Stock, Retired, Cost Method, Amount			0
Treasury Stock, Value, Acquired, Cost Method			0
Stock Issued During Period, Value, Treasury Stock Reissued			$ 0
Net loss attributable to noncontrolling interests									(134,000)
Common stock issued upon vesting of restricted stock		18,000
Stock Issued During Period, Shares, Employee Stock Purchase Plans		0
Tax withholding upon vesting of restricted stock			6,000
Stock Issued During Period, Shares, Treasury Stock Reissued			0
Other					0
Treasury Stock, Shares, Acquired			0								0
Treasury Stock, Shares, Retired											0
Preferred stock, ending balance (in shares) at Jun. 30, 2021											4,204,000		357,000
Increase (Decrease) in Stockholders' Equity
Preferred Stock, Shares Converted											0		0
Stock Issued During Period, Shares, Conversion of Preferred Stock		0
Common stock, ending balance (in shares) at Jun. 30, 2021		46,607,000	3,595,000
Ending balance at Jun. 30, 2021	676,180,000		$ (78,568,000)		954,518,000	(199,229,000)	(545,000)	676,180,000	0
Increase (Decrease) in Stockholders' Equity
Common stock, $0.0001 par value, authorized shares - 100,000		$ 4,000
Total shares of common stock outstanding		43,012,000
Preferred Stock, Value, Issued				$ 0
Treasury Stock, Preferred, Value											0
Preferred stock, shares issued											4,204,000
Common stock, $0.0001 par value, authorized shares - 100,000	$ 4,000	$ 4,000
Total shares of common stock outstanding	43,023,000
Preferred Stock, Value, Issued										$ 0		$ 0
Treasury Stock, Preferred, Value											0
Preferred stock, shares issued										4,204,000	4,204,000	357,000
Common stock, beginning balance (in shares) at Dec. 31, 2021		46,625,000	3,602,000
Beginning balance at Dec. 31, 2021	$ 744,386,000		$ (79,035,000)		960,544,000	(136,590,000)	(537,000)		0
Preferred stock, beginning balance (in shares) at Dec. 31, 2021										4,204,000		357,000	357,000
Increase (Decrease) in Stockholders' Equity
Stock Issued During Period, Value, Conversion of Preferred Stock		$ 1,000
APIC, Share-based Payment Arrangement, Increase for Cost Recognition					9,334,000
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition					1,890,000
Adjustments to Additional Paid In Capital, Conversion of Preferred Stock					1,043,000
Stock Issued During Period, Value, Conversion of Convertible Securities						(306,000)
Change in noncontrolling interest ownership					0				0
Noncontrolling Interest, Decrease from Deconsolidation									0
Proceeds from Sale of Treasury Stock					0
Adjustments To Additional Paid In Capital, Subsidiary Equity Award Tender Offer					0
Net income attributable to stockholders of Overstock.com, Inc.	17,270,000					17,270,000
Preferred Stock Conversions, Inducements						(1,697,000)
Net other comprehensive income	8,000						8,000
Tax withholding upon vesting of restricted stock			(3,482,000)
Treasury Stock, Retired, Cost Method, Amount			306,000			306,000
Treasury Stock, Value, Acquired, Cost Method			(60,077,000)
Stock Issued During Period, Value, Treasury Stock Reissued			$ 0
Net loss attributable to noncontrolling interests									0
Common stock issued upon vesting of restricted stock		261,000
Stock Issued During Period, Shares, Employee Stock Purchase Plans		42,000
Tax withholding upon vesting of restricted stock			77,000
Stock Issued During Period, Shares, Treasury Stock Reissued			0
Other					34,000
Treasury Stock, Shares, Acquired			1,652,000								7,000
Treasury Stock, Shares, Retired										7,244	7,000
Preferred stock, ending balance (in shares) at Jun. 30, 2022										0	0	0	0
Increase (Decrease) in Stockholders' Equity
Preferred Stock, Shares Converted											(4,204,000)		(357,000)
Stock Issued During Period, Shares, Conversion of Preferred Stock		4,098,000
Common stock, ending balance (in shares) at Jun. 30, 2022		51,026,000	5,331,000
Ending balance at Jun. 30, 2022	708,710,000		$ (142,288,000)		972,845,000	(121,323,000)	(529,000)	708,710,000	0
Increase (Decrease) in Stockholders' Equity
Common stock, $0.0001 par value, authorized shares - 100,000		$ 4,000
Treasury Stock, Preferred, Value											6,000
Preferred stock, shares issued											4,204,000
Common stock, beginning balance (in shares) at Mar. 31, 2022		46,910,000	4,190,000
Beginning balance at Mar. 31, 2022			$ (107,467,000)		967,073,000	(126,467,000)	(533,000)		0
Preferred stock, beginning balance (in shares) at Mar. 31, 2022													357,000
Increase (Decrease) in Stockholders' Equity
Stock Issued During Period, Value, Conversion of Preferred Stock		$ 1,000
APIC, Share-based Payment Arrangement, Increase for Cost Recognition					4,695,000
APIC, Share-based Payment Arrangement, ESPP, Increase for Cost Recognition					0
Adjustments to Additional Paid In Capital, Conversion of Preferred Stock					1,043,000
Stock Issued During Period, Value, Conversion of Convertible Securities						(306,000)
Change in noncontrolling interest ownership					0				0
Noncontrolling Interest, Decrease from Deconsolidation									0
Proceeds from Sale of Treasury Stock					0
Adjustments To Additional Paid In Capital, Subsidiary Equity Award Tender Offer					0
Net income attributable to stockholders of Overstock.com, Inc.	7,147,000					7,147,000
Preferred Stock Conversions, Inducements						(1,697,000)
Net other comprehensive income	4,000						4,000
Tax withholding upon vesting of restricted stock			(215,000)
Treasury Stock, Retired, Cost Method, Amount			306,000
Treasury Stock, Value, Acquired, Cost Method			(34,912,000)
Stock Issued During Period, Value, Treasury Stock Reissued			$ 0
Net loss attributable to noncontrolling interests									0
Common stock issued upon vesting of restricted stock		18,000
Stock Issued During Period, Shares, Employee Stock Purchase Plans		0
Tax withholding upon vesting of restricted stock			6,000
Stock Issued During Period, Shares, Treasury Stock Reissued			0
Other					34,000
Treasury Stock, Shares, Acquired			1,135,000								1,000
Treasury Stock, Shares, Retired											7,000
Preferred stock, ending balance (in shares) at Jun. 30, 2022										0	0	0	0
Increase (Decrease) in Stockholders' Equity
Preferred Stock, Shares Converted											(4,204,000)		(357,000)
Stock Issued During Period, Shares, Conversion of Preferred Stock		4,098,000
Common stock, ending balance (in shares) at Jun. 30, 2022		51,026,000	5,331,000
Ending balance at Jun. 30, 2022	708,710,000		$ (142,288,000)		$ 972,845,000	$ (121,323,000)	$ (529,000)	$ 708,710,000	$ 0
Increase (Decrease) in Stockholders' Equity
Common stock, $0.0001 par value, authorized shares - 100,000	$ 5,000	$ 5,000
Total shares of common stock outstanding	45,695,000	45,695,000
Preferred Stock, Value, Issued				$ 0						$ 0		$ 0
Treasury Stock, Preferred, Value											0
Preferred stock, shares issued										0	0	0

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2022	Jun. 30, 2021
Cash flows from operating activities:
Consolidated net income	$ 17,270	$ 325,669
Income from discontinued operations, net of income taxes	0	217,246
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation and amortization	8,350	9,949
Non-cash operating lease cost	2,736	2,528
Stock-based compensation to employees and directors	9,334	5,107
Decrease (increase) in deferred income taxes, net	2,622	(47,046)
Loss from equity method securities	2,583	0
Other non-cash adjustments	(114)	721
Changes in operating assets and liabilities:
Accounts receivable, net	(1,504)	(10,141)
Inventories	(529)	(766)
Prepaids and other current assets	2,318	(3,452)
Other long-term assets, net	(943)	(368)
Accounts payable	(6,104)	56,543
Accrued liabilities	(8,339)	(10,651)
Unearned revenue	(2,833)	12,282
Operating lease liabilities	(2,850)	(2,812)
Other long-term liabilities	(175)	(270)
Net cash provided by continuing operating activities	21,822	120,047
Net cash used in discontinued operating activities	0	(17,128)
Net cash provided by operating activities	21,822	102,919
Cash flows from investing activities:
Purchase of equity securities	(11,420)	0
Payments to Acquire Long-term Investments	0	41,122
Capital distribution from investment	1,162	0
Expenditures for property and equipment	(6,406)	(5,620)
Other investing activities, net	(505)	(908)
Net cash used in continuing investing activities	(17,169)	(47,650)
Net cash used in discontinued investing activities	0	(29,703)
Net cash used in investing activities	(17,169)	(77,353)
Cash flows from financing activities:
Repurchase of shares	(60,077)	0
Payments on long-term debt	(1,707)	(1,366)
Payments of taxes withheld upon vesting of employee stock awards	(3,482)	(7,812)
Other financing activities, net	34	(1)
Net cash used in continuing financing activities	(65,232)	(9,179)
Net cash provided by discontinued financing activities	0	2,085
Net cash used in financing activities	(65,232)	(7,094)
Net increase (decrease) in cash, cash equivalents, and restricted cash	(60,579)	18,472
Cash, cash equivalents, and restricted cash, beginning of period, inclusive of cash balances of discontinued operations	503,366	519,181
Cash, cash equivalents, and restricted cash, end of period, inclusive of cash balances of discontinued operations	442,787	537,653
Less: Cash, cash equivalents, and restricted cash of discontinued operations	0	0
Cash, cash equivalents, and restricted cash, end of period	$ 442,787	$ 537,653

DESCRIPTION OF BUSINESS	6 Months Ended
DESCRIPTION OF BUSINESS	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	1. DESCRIPTION OF BUSINESS Overstock.com, Inc. is a leading e-commerce retailer and technology innovator that sells furniture and home furnishings at a smart value. Our 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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Jun. 30, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	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 and six months ended June 30, 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. 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. The operating results for Medici Ventures Inc. ("Medici Ventures") and tZERO Group, Inc.'s ("tZERO"), our former subsidiaries, for the periods prior to their deconsolidation have been reflected in our consolidated statements of income as discontinued operations for all periods presented. 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. 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 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.

DISCONTINUED OPERATIONS

6 Months Ended

Jun. 30, 2022

Discontinued Operations and Disposal Groups [Abstract]

DISCONTINUED OPERATIONS

3. DISCONTINUED OPERATIONS

On January 25, 2021, we entered into an agreement with Medici Ventures, Pelion MV GP, L.L.C. ("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. The operating results for the periods prior to the April 23, 2021 deconsolidation of Medici Ventures and tZERO have been reflected in our consolidated statements of income as discontinued operations for all periods presented.

Results of discontinued operations through the transaction date were as follows (in thousands):


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Net revenue	$	—	$	1,802	$	—	$	17,394
Cost of goods sold	—		1,325		—		13,716
Gross profit	—		477		—		3,678
Operating expenses
Technology	—		577		—		7,133
Selling, general, and administrative	—		2,084		—		13,509
Total operating expenses	—		2,661		—		20,642
Operating loss from discontinued operations	—		(2,184)		—		(16,964)
Interest income, net	—		5		—		192
Other income (loss), net	—		(398)		—		4,081
Gain on deconsolidation	—		243,541		—		243,541
Income from discontinued operations before income taxes	—		240,964		—		230,850
Provision for income taxes	—		13,592		—		13,604
Net income from discontinued operations	$	—	$	227,372	$	—	$	217,246
Less: Net loss attributable to noncontrolling interests from discontinued operations	—		(134)		—		(335)
Net income from discontinued operations attributable to stockholders of Overstock.com, Inc.	$	—	$	227,506	$	—	$	217,581

Fair Value Measures and Disclosures

6 Months Ended

Jun. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Disclosures

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 June 30, 2022
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents—Money market funds	$	250,000	$	250,000	$	—	$	—
Equity securities, at fair value	115,338		398		—		114,940

Trading securities held in a "rabbi trust" (1)	264		264		—		—
Total assets	$	365,602	$	250,662	$	—	$	114,940
Liabilities:

Deferred compensation accrual "rabbi trust" (2)	$	(263)	$	(263)	$	—	$	—
Total liabilities	$	(263)	$	(263)	$	—	$	—


	Fair Value Measurements at December 31, 2021
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents—Money market funds	$	—	$	—	$	—	$	—
Equity securities, at fair value	102,529		174		—		102,355

Trading securities held in a "rabbi trust" (1)	179		179		—		—
Total assets	$	102,708	$	353	$	—	$	102,355
Liabilities:

Deferred compensation accrual "rabbi trust" (2)	$	188	$	188	$	—	$	—
Total liabilities	$	188	$	188	$	—	$	—

___________________________________________

(1) — Trading securities held in a rabbi trust are included in Other long-term assets, net in the consolidated balance sheets.

(2) — Non-qualified deferred compensation in a rabbi trust is included in 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 investments	99,723
Increase in fair value of Level 3 investments	2,632
Level 3 investments at December 31, 2021	102,355
Increase due to acquisition of Level 3 investments	11,420
Increase in fair value of Level 3 investments	1,165
Level 3 investments at June 30, 2022	$	114,940

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

PROPERTY AND EQUIPMENT, NET

6 Months Ended

Jun. 30, 2022

Property, Plant and Equipment, Net [Abstract]

Property, Plant and Equipment, Policy [Policy Text Block]

5. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following (in thousands):


	June 30, 2022		December 31, 2021
Computer hardware and software, including internal-use software and website development	$	230,901	$	225,256
Building	69,339		69,293
Furniture and equipment	12,451		12,067
Land	12,781		12,781
Leasehold improvements	2,538		2,601
Building machinery and equipment	9,809		9,809
Land improvements	7,025		7,025
	344,844		338,832
Less: accumulated depreciation	(236,803)		(229,353)
Total property and equipment, net	$	108,041	$	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 June 30,				Six months ended June 30,
	2022		2021		2022		2021
Capitalized internal-use software and website development	$	2,343	$	1,758	$	4,112	$	3,462
Depreciation of internal-use software and website development	1,555		1,774		3,281		3,582

Depreciation expense is classified within the corresponding operating expense categories on our consolidated statements of income as follows (in thousands):


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Cost of goods sold	$	171	$	147	$	338	$	301
Technology	2,946		3,594		6,146		7,469

General and administrative	913		1,040		1,832		2,134
Total depreciation	$	4,030	$	4,781	$	8,316	$	9,904

EQUITY SECURITIES

6 Months Ended

Jun. 30, 2022

Investments, Debt and Equity Securities [Abstract]

EQUITY SECURITIES

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 six months ended June 30, 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. We funded $7.5 million of our investment in tZERO during the six months ended June 30, 2022 and have not yet funded the remaining $7.5 million. We also invested $3.9 million in SpeedRoute, LLC ("SpeedRoute"), 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 June 30, 2022:


			Ownership interest
Medici Ventures, L.P.			99%
tZERO Group, Inc.			31%
SpeedRoute, LLC			49%

The carrying amount of our equity method securities was $350.2 million at June 30, 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). These investments are valued using Level 3 inputs, which represents 31.4% of assets measured at fair value. For our investments in Medici Ventures, 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 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 income (expense), net in our consolidated statements of income (in thousands):


	Three months ended June 30, 2022		Six months ended June 30, 2022
Net loss recognized on our proportionate share of the net loss of our equity method securities	$	(2,284)	$	(3,748)
Increase in fair value of equity method securities held under fair value option	—		1,165

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 June 30, 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 June 30, 2022		Six months ended June 30, 2022
Results of Operations
Revenues	$	820	$	1,560
Pre-tax loss	(8,067)		(13,447)
Net loss	(8,816)		(13,196)

BORROWINGS	6 Months Ended
BORROWINGS	Jun. 30, 2022
Debt Disclosure [Abstract]
BORROWINGS	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 June 30, 2022, the total outstanding debt on these loans was $39.7 million, net of $453,000 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.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

LEASES

6 Months Ended

Jun. 30, 2022

Leases [Abstract]

Lessee, Operating Leases [Text Block]

8. LEASES

We have operating leases for warehouses, office space, and data centers. Our leases have remaining lease terms of one year to five 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 June 30,				Six months ended June 30,
	2022		2021		2022		2021
Operating lease cost	$	1,569	$	1,497	$	3,078	$	3,638

Variable lease cost	264		328		762		716

The following table provides a summary of other information related to leases (in thousands):


	Six months ended June 30,
	2022		2021

Cash payments included in operating cash flows from lease arrangements	$	3,159	$	3,760

Derecognition of right-of-use assets due to reassessment of lease term	—		527

The following table provides supplemental balance sheet information related to leases:


	June 30, 2022		December 31, 2021
Weighted-average remaining lease term—operating leases	2.31 years		2.72 years
Weighted-average discount rate—operating leases	7	%	7	%

Maturity of lease liabilities under our non-cancellable operating leases as of June 30, 2022, are as follows (in thousands):


Payments due by period	Amount
2022 (Remainder)	$	3,137
2023	4,935
2024	2,831
2025	685
2026	250
Thereafter	83
Total lease payments	11,921
Less interest	1,065
Present value of lease liabilities	$	10,856

COMMITMENTS AND CONTINGENCIES	6 Months Ended
COMMITMENTS AND CONTINGENCIES	Jun. 30, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	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 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 scheduled oral argument on the plaintiffs' appeal for September 28, 2022. No estimates of the possible losses or range of losses can be made at this time. We intend to continue to vigorously defend this consolidated action. On November 22, 2019, a shareholder derivative suit was filed against us and certain past and present directors and officers of ours in the United States District Court for the District of Delaware, with allegations that include: (i) breach of fiduciary duties, (ii) unjust enrichment, (iii) insider selling and misappropriation of the Company's information, and (iv) contribution under Sections 10(b) and 21D of the Exchange Act. On December 17, 2019, a similar lawsuit was filed in the same court, naming the same defendants, bringing similar claims, and seeking similar relief. These cases were consolidated into a single lawsuit in January 2020. In March 2020, the court entered a stay on litigation, pending the outcome of the securities class action motion to dismiss. The case remains stayed pending the outcome of the plaintiffs' appeal to the Tenth Circuit in the securities class action. No estimates of the possible losses or range of losses can be made at this time. We intend to vigorously defend these actions. On April 23, 2020, a putative class action lawsuit was filed against us in the Circuit Court of the County of St. Louis, State of Missouri, alleging that we over-collected taxes on products sold into the state of Missouri. We removed the case to United States District Court, Eastern District of Missouri on May 22, 2020, and on February 9, 2021, the case against us was dismissed. On March 1, 2021, a putative class action lawsuit was filed against us in the Circuit Court of the County of St. Louis, State of Missouri, alleging similar allegations to the April 23, 2020 putative class action lawsuit that was dismissed, that we over-collected taxes on products sold into the state of Missouri. We filed a motion to compel arbitration, which was denied on October 13, 2021. We filed a motion to dismiss, 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 June 30, 2022 and December 31, 2021, we have accrued $60,000 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.

INDEMNIFICATIONS AND GUARANTEES	6 Months Ended
INDEMNIFICATIONS AND GUARANTEES	Jun. 30, 2022
INDEMNIFICATIONS AND GUARANTEES
INDEMNIFICATIONS AND GUARANTEES	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.

STOCKHOLDERS' EQUITY	6 Months Ended
STOCKHOLDERS' EQUITY	Jun. 30, 2022
Equity [Abstract]
STOCKHOLDERS' EQUITY	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. Preferred stock conversion On May 12, 2022, Overstock shareholders voted to approve separate proposals to approve the amendment of the Company's Amended and Restated Certificate of Designation for both classes of its preferred stock to provide that each share of our Series A-1 and Series B preferred stock would be automatically converted into 0.90 of a share of our common stock (the "Conversion"). On June 10, 2022, in connection with the completion of the Conversion, the Company issued 4,097,697 shares of our common stock in exchange for the outstanding Series A-1 and Series B preferred stock on that date. As the fair value of our common stock issued exceeded the fair value of the Series A-1 and Series B preferred stock exchanged on the Conversion date, we recognized a non-cash deemed dividend to our preferred stockholders of $1.7 million due to the excess fair value per share compared to the conversion ratio. Following the Conversion, the Company eliminated the Series A-1 and Series B preferred stock class by filing Certificates of Elimination with the Delaware Secretary of State. 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 six months ended June 30, 2022 and 2021, we did not sell any shares of our common stock pursuant to the Sales Agreement. As of June 30, 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 June 30, 2022, we repurchased $34.9 million of our common stock and $50,000 of our Series A-1 preferred stock under the Repurchase Program at average prices of $30.69 and $31.30 per share, respectively. During the six months ended June 30, 2022, we repurchased $59.8 million of our common stock and $306,000 of our Series A-1 preferred stock under the Repurchase Program at average prices of $36.16 and $42.16 per share, respectively. During the six months ended June 30, 2022, we retired 7,244 shares of our Series A-1 preferred stock treasury stock which had been previously repurchased under the Repurchase Program. The retirement increased Accumulated deficit by $306,000.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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+ Details

STOCK-BASED AWARDS

6 Months Ended

Jun. 30, 2022

Share-Based Payment Arrangement [Abstract]

STOCK-BASED AWARDS

12. STOCK-BASED AWARDS

We have equity incentive and compensatory plans that provide for the grant of stock-based awards, including restricted stock, to employees and board members 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. 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.

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 June 30,				Six months ended June 30,
	2022		2021		2022		2021
Cost of goods sold	$	13	$	20	$	67	$	31
Sales and marketing	245		338		590		595
Technology	1,942		866		3,782		1,523
General and administrative	2,495		1,578		4,895		2,958
Total stock-based compensation	$	4,695	$	2,802	$	9,334	$	5,107

Overstock restricted stock awards

The Overstock.com, Inc. Amended and Restated 2005 Equity Incentive 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 (in thousands, except per share data):


	Six months ended June 30, 2022
	Units	Weighted Average Grant Date Fair Value
Outstanding—beginning of year	663	$	56.37
Granted at fair value	499	45.75
Vested	(261)	36.16
Forfeited	(103)	56.33
Outstanding—end of period	798	$	56.37

Employee Stock Purchase Plan

The Overstock.com, Inc. 2021 Employee Stock Purchase Plan (the "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 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 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 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 ESPP in aggregate is 3.0 million shares. During the six months ended June 30, 2022, 41,918 shares were purchased at an average purchase price per share of $48.37. At June 30, 2022, approximately 3.0 million shares of common stock remained available under the ESPP.

The 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 and six months ended June 30, 2022, we recognized $610,000 and $1.2 million, respectively, in share-based compensation expense related to the ESPP, which is included in the stock compensation expense table above combined with the expense associated with our restricted stock units.

REVENUE AND CONTRACT LIABILITY

6 Months Ended

Jun. 30, 2022

REVENUE AND CONTRACT LIABILITY [Abstract]

Revenue [Policy Text Block]

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 end	51,384
Decrease due to beginning contract liabilities recognized as revenue	(64,162)
Unearned revenue at December 31, 2021	59,387
Increase due to deferral of revenue at period end	40,935
Decrease due to beginning contract liabilities recognized as revenue	(43,768)
Unearned revenue at June 30, 2022	$	56,554

Our total unearned revenue related to outstanding Club O Reward dollars was $11.4 million and $10.0 million at June 30, 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 June 30, 2022 and 2021 and $2.2 million and $2.8 million for the six months ended June 30, 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 allowance	237,622
Deductions from the allowance	(242,889)
Allowance for returns at December 31, 2021	13,923
Additions to the allowance	89,219
Deductions from the allowance	(89,097)
Allowance for returns at June 30, 2022	$	14,045

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

NET INCOME LOSS PER SHARE

6 Months Ended

Jun. 30, 2022

Earnings Per Share [Abstract]

Earnings Per Share, Policy [Policy Text Block]

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 June 30,				Six months ended June 30,
	2022		2021		2022		2021
Numerator:
Income from continuing operations	$	7,147	$	82,405	$	17,270	$	108,423

Less: Preferred stock dividends—issued	1,697		182		1,697