Forward-Looking Statements 2 ▪ Disciplined and focused management team ▪ Total addressable market and online penetration growing ▪ Distributed supply chain with vast partner network 3 environmental sustainability human & employee rights Achieve parity in engagement rates among all employee demographic groups, which reflect the level of enthusiasm and dedication the employees feel towards their jobs. Support the needs of hundreds of homes every year through our nonprofit partners. 6 Support the needs of hund ...

Part I [Business Overview](index=7&type=section&id=Item%201.%20Business) The company, established in 1997, is an online retailer of furniture and home goods, leveraging its platform and partner network for sales and logistics, while also offering various ancillary services - The company primarily sells furniture and home goods through its website and mobile applications, targeting consumers seeking high-value, stylish home products[199](index=199&type=chunk)[213](index=213&type=chunk)[214](index=214&type=chunk) - The company collaborates with approximately **2,600 partners**, leveraging their logistics capabilities to ship directly from partners or owned warehouses, expanding product variety and meeting customer demand[200](index=200&type=chunk)[214](index=214&type=chunk) - The company offers various ancillary services, including website advertising, marketing services, international sales, and the Supplier Oasis platform, complementing its core retail business[218](index=218&type=chunk) - As of December 31, 2022, the company had approximately **1,050 full-time employees**, committed to managing human capital through diversity, inclusion, competitive compensation, talent acquisition and retention, employee safety and health, and continuous development[233](index=233&type=chunk)[234](index=234&type=chunk)[236](index=236&type=chunk)[243](index=243&type=chunk)[246](index=246&type=chunk)[247](index=247&type=chunk) [Risk Factors](index=15&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial risks from third-party dependencies, market competition, macroeconomic factors, cybersecurity threats, and legal challenges, potentially impacting its operations and financial health - The company heavily relies on third-party carriers, fulfillment partners, payment processors, and cloud service providers, where any service disruption or cost increase could significantly impact operations[303](index=303&type=chunk)[304](index=304&type=chunk) - The online retail market is highly competitive, with the company facing rivals from online, specialty, and traditional retailers who may possess stronger brand recognition, larger customer bases, and greater resources[305](index=305&type=chunk)[306](index=306&type=chunk) - Macroeconomic factors, including recession, **6.5% consumer price inflation** from December 2021 to December 2022, rising interest rates, and a weak U.S. housing market, have negatively impacted company sales and may continue to reduce consumer discretionary spending[310](index=310&type=chunk)[311](index=311&type=chunk) - The company faces cybersecurity risks, data loss or breach risks, and operational disruptions and legal liabilities due to software defects, system failures, or external attacks[327](index=327&type=chunk)[367](index=367&type=chunk) - The company holds approximately **$296.3 million in equity method investments**, which are in early or growth stages with high market uncertainty, potentially leading to future losses[330](index=330&type=chunk) - The company, along with its former and current officers and directors, faces multiple securities class action and shareholder derivative lawsuits, as well as an SEC investigation, which could result in substantial legal fees, fines, and reputational damage[334](index=334&type=chunk)[335](index=335&type=chunk)[372](index=372&type=chunk)[373](index=373&type=chunk)[375](index=375&type=chunk)[376](index=376&type=chunk) - The company faces the risk of becoming an investment company under the Investment Company Act, which could restrict its business operations and strategic decisions, leading to significant adverse consequences[120](index=120&type=chunk)[149](index=149&type=chunk) [Unresolved Staff Comments](index=25&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments as of the end of the current reporting period - The company has no unresolved staff comments[151](index=151&type=chunk) [Properties](index=25&type=section&id=Item%202.%20Properties) As of December 31, 2022, the company owned and leased 1,291 thousand square feet of facilities globally for operations - As of December 31, 2022, the company owned and leased a total of **1,291 thousand square feet** of facilities in the U.S. and internationally for offices, data centers, warehouses, and customer service[157](index=157&type=chunk) Facility Overview as of December 31, 2022 (Thousands of Square Feet) | Type | U.S. | International | Total | | :------------------- | :------ | :------------ | :------ | | Owned Facilities | 260 | — | 260 | | Leased Facilities | 1,018 | 13 | 1,031 | | **Total Facilities** | **1,278** | **13** | **1,291** | [Legal Proceedings](index=25&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various legal proceedings, including consumer protection and securities claims, with potential for significant financial and operational impacts - The company is involved in consumer protection, employment, intellectual property, securities law claims, and other commercial litigation in the normal course of business[152](index=152&type=chunk) - These lawsuits could result in significant damages, related costs, or equitable relief, divert management's attention, and materially adversely affect the business, operating results, financial condition, or cash flows[152](index=152&type=chunk) - Detailed information regarding legal proceedings is disclosed in Note 12, 'Commitments and Contingencies,' to the financial statements[152](index=152&type=chunk) [Mine Safety Disclosures](index=25&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company states that mine safety disclosures are not applicable to its operations - Mine safety disclosures are not applicable[153](index=153&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=26&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq under 'OSTK,' with 333 holders, no cash dividends, and completed preferred stock conversion, with **$19.9 million** remaining for future repurchases - The company's common stock trades on the Nasdaq Global Market under the ticker symbol **'OSTK'**[148](index=148&type=chunk) - As of February 17, 2023, the company had **333 registered holders** of its common stock[156](index=156&type=chunk) - The company has never paid cash dividends on its common stock and plans to retain earnings for future growth in the foreseeable future[179](index=179&type=chunk) - On June 10, 2022, the company completed the automatic conversion of its Series A-1 and Series B preferred stock into **4,097,697 shares** of common stock[66](index=66&type=chunk)[204](index=204&type=chunk) Common Stock Repurchases in Q4 2022 | Period | Total Shares Purchased | Average Price Per Share (USD) | Shares Purchased Under Publicly Announced Plans or Programs | Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (Thousands of USD) | | :------------- | :--------------------- | :---------------------------- | :-------------------------------------------------------- | :---------------------------------------------------------------------------------------------------- | | October 1-31 | — | $— | — | 39,923 | | November 1-30 | 808,803 | $24.76 | 808,803 | 19,884 | | December 1-31 | — | $— | — | 19,884 | | **Total** | **808,803** | | **808,803** | | - As of December 31, 2022, the company had **$19.9 million** remaining under its repurchase program for future stock repurchases[82](index=82&type=chunk) [Reserved](index=29&type=section&id=Item%206.%20Reserved) This section is reserved, containing no specific disclosures for the reporting period - This section's content is reserved[253](index=253&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes the company's financial condition and operating results, highlighting a **30% revenue decline** in 2022 due to macroeconomic factors, alongside strategic growth initiatives and key accounting considerations - The company focuses on driving growth by expanding home product assortments, increasing mobile app adoption, optimizing marketing strategies, expanding into the Canadian market, and strengthening brand pillars like 'Product Findability,' 'Smart Value,' and 'Convenient Delivery & Support'[255](index=255&type=chunk) Changes in Cash and Cash Equivalents in 2022 | Metric | December 31, 2021 (Millions of USD) | December 31, 2022 (Millions of USD) | Change (Millions of USD) | | :------------------------------- | :---------------------------------- | :---------------------------------- | :----------------------- | | Cash and Cash Equivalents | 503.3 | 371.3 | (132.1) | | **Primary Reasons for Change** | | | | | Stock Repurchases | | | (80.1) | | Equity Security Purchases | | | (18.9) | | Property and Equipment Expenditures | | | (14.9) | | Net Cash Outflow from Operating Activities | | | (12.5) | Comparison of Operating Results for 2022 vs. 2021 (Thousands of USD) | Metric | 2022 | 2021 | Year-over-Year Change Rate (%) | | :----------------------------------- | :---------- | :---------- | :----------------------------- | | Net Revenue | 1,929,334 | 2,756,446 | (30.0)% | | Cost of Goods Sold | 1,485,990 | 2,132,544 | (30.3)% | | Gross Profit | 443,344 | 623,902 | (28.9)% | | Gross Margin | 23.0% | 22.6% | +0.4% | | Sales and Marketing Expenses | 215,477 | 302,430 | (28.8)% | | Sales and Marketing Expenses as % of Net Revenue | 11.2% | 11.0% | +0.2% | | Technology Expenses | 121,158 | 123,001 | (1.5)% | | General and Administrative Expenses | 79,701 | 87,399 | (8.8)% | | Other Income (Expense), Net | (63,825) | 12,500 | (76.3) Million USD Decrease | | Income (Loss) from Continuing Operations Before Income Taxes | (33,852) | 123,016 | | | Income Tax Provision (Benefit) | 1,384 | (48,775) | | | Income (Loss) from Continuing Operations | (35,236) | 171,791 | | - Net revenue decreased by **30% in 2022**, primarily due to a **39% reduction in customer orders**, partially offset by a **15% increase in average order value**, reflecting a continued shift in product mix towards furniture and home goods, the disappearance of pandemic-related shopping behaviors, and macroeconomic factors[258](index=258&type=chunk)[338](index=338&type=chunk) - The company continuously monitors macroeconomic trends, including the Russia-Ukraine conflict, inflation, and rising interest rates, for their impact on supply chains, customers, and employees, and strives to improve gross margins by working with partners to limit price increases[262](index=262&type=chunk)[263](index=263&type=chunk)[265](index=265&type=chunk)[382](index=382&type=chunk) Cash Flows for 2022 (Thousands of USD) | Activity | 2022 | 2021 | | :------------------------------- | :---------- | :---------- | | Cash Outflow from Operating Activities | (12,535) | 98,047 | | Cash Outflow from Investing Activities | (33,034) | (56,433) | | Cash Outflow from Financing Activities | (86,340) | (12,683) | Contractual Obligations as of December 31, 2022 (Thousands of USD) | Contractual Obligation | Total | Less than 1 Year | 1-3 Years | 3-5 Years | More than 5 Years | | :--------------------------- | :--------- | :--------------- | :-------- | :-------- | :---------------- | | Operating Leases | 8,718 | 4,816 | 3,569 | 333 | — | | Loan Agreements | 49,331 | 5,264 | 3,261 | 2,968 | 37,838 | | **Total Contractual Cash Obligations** | **58,049** | **10,080** | **6,830** | **3,301** | **37,838** | [Quantitative and Qualitative Disclosures About Market Risk](index=38&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks from interest rates, foreign exchange, and investment values, with minimal direct exposure to interest rate changes and limited foreign exchange risk due to USD-denominated operations - The fair value of the company's cash and cash equivalents (original maturities of **90 days or less**) is not significantly affected by interest rate changes[361](index=361&type=chunk) - The company's loan agreements carry a fixed annual interest rate of **4.45%**, thus posing no direct financial risk from interest rate changes[361](index=361&type=chunk) - Most of the company's sales and operating expenses are denominated in U.S. dollars, making foreign exchange risk currently insignificant[381](index=381&type=chunk) - The company continuously monitors the impact of inflation on its business and operations, working with partners to limit cost increases, though it cannot fully offset all incremental inflationary pressures[382](index=382&type=chunk) - As of December 31, 2022, the company's equity securities had a carrying value of **$296.3 million**, with **$82.823 million** measured at fair value, subject to market fluctuations and economic conditions, particularly with higher complexity in private company valuations[363](index=363&type=chunk) [Financial Statements and Supplementary Data](index=39&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section includes the company's audited consolidated financial statements for the year ended December 31, 2022, with detailed notes on accounting policies, financial performance, and key disclosures, alongside an unqualified audit opinion - **KPMG LLP** issued an unqualified opinion on the company's consolidated financial statements and the effectiveness of internal control as of December 31, 2022[140](index=140&type=chunk)[141](index=141&type=chunk)[387](index=387&type=chunk) [Report of Independent Registered Public Accounting Firm](index=40&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The independent registered public accounting firm issued an unqualified opinion on the company's consolidated financial statements and internal control over financial reporting, highlighting the valuation of certain equity method securities as a critical audit matter - **KPMG LLP** issued an unqualified opinion on the company's consolidated financial statements and the effectiveness of internal control as of December 31, 2022[140](index=140&type=chunk)[141](index=141&type=chunk)[387](index=387&type=chunk) - Auditors identified the valuation of certain equity method securities (using a market transaction back-solve approach adjusted for changes in comparable public company enterprise values) as a critical audit matter due to its highly subjective judgment and sensitivity to valuation[391](index=391&type=chunk)[392](index=392&type=chunk) [Consolidated Balance Sheets](index=42&type=section&id=Consolidated%20Balance%20Sheets) This section presents the company's consolidated balance sheets, detailing assets, liabilities, and stockholders' equity as of December 31, 2022, and 2021 Consolidated Balance Sheets (Thousands of USD) | Asset | December 31, 2022 | December 31, 2021 | | :--------------------------------------------------------------------------------------------------------- | :---------------- | :---------------- | | **Current Assets:** | | | | Cash and Cash Equivalents | 371,263 | 503,341 | | Restricted Cash | 194 | 25 | | Accounts Receivable, Net of Allowance for Credit Losses | 17,693 | 21,190 | | Inventory | 6,526 | 5,137 | | Prepaid Expenses and Other Current Assets | 18,833 | 22,097 | | **Total Current Assets** | **414,509** | **551,790** | | Property and Equipment, Net | 109,906 | 109,479 | | Deferred Tax Assets, Net | 41,439 | 40,035 | | Goodwill | 6,160 | 6,160 | | Equity Securities, Including Securities Measured at Fair Value | 296,317 | 342,682 | | Operating Lease Right-of-Use Assets | 7,460 | 12,584 | | Other Long-Term Assets, Net | 2,755 | 3,236 | | **Total Assets** | **878,546** | **1,065,966** | | **Liabilities and Stockholders' Equity** | | | | **Current Liabilities:** | | | | Accounts Payable | 75,130 | 102,293 | | Accrued Liabilities | 63,614 | 101,902 | | Unearned Revenue | 44,480 | 59,387 | | Operating Lease Liabilities, Current Portion | 4,410 | 5,402 | | Other Current Liabilities | 3,508 | 3,349 | | **Total Current Liabilities** | **191,142** | **272,333** | | Long-Term Debt, Net | 34,476 | 37,984 | | Operating Lease Liabilities, Noncurrent Portion | 3,626 | 7,960 | | Other Long-Term Liabilities | 3,476 | 3,303 | | **Total Liabilities** | **232,720** | **321,580** | | **Stockholders' Equity:** | | | | Common Stock | 5 | 4 | | Additional Paid-in Capital | 982,718 | 960,544 | | Accumulated Deficit | (173,829) | (136,590) | | Accumulated Other Comprehensive Loss | (522) | (537) | | Treasury Stock | (162,546) | (79,035) | | **Total Stockholders' Equity Attributable to Overstock.com, Inc.** | **645,826** | **744,386** | | **Total Stockholders' Equity** | **645,826** | **744,386** | | **Total Liabilities and Stockholders' Equity** | **878,546** | **1,065,966** | [Consolidated Statements of Operations](index=43&type=section&id=Consolidated%20Statements%20of%20Operations) This section presents the company's consolidated statements of operations, detailing revenues, expenses, and net income (loss) for the years ended December 31, 2022, 2021, and 2020 Consolidated Statements of Operations (Thousands of USD, Except Per Share Data) | Metric | 2022 | 2021 | 2020 | | :------------------------------------------------------------------- | :---------- | :---------- | :---------- | | Net Revenue | 1,929,334 | 2,756,446 | 2,493,915 | | Cost of Goods Sold | 1,485,990 | 2,132,544 | 1,922,559 | | Gross Profit | 443,344 | 623,902 | 571,356 | | **Operating Expenses:** | | | | | Sales and Marketing | 215,477 | 302,430 | 260,714 | | Technology | 121,158 | 123,001 | 116,248 | | General and Administrative | 79,701 | 87,399 | 97,679 | | **Total Operating Expenses** | **416,336** | **512,830** | **474,641** | | Operating Income | 27,008 | 111,072 | 96,715 | | Interest Income (Expense), Net | 2,965 | (556) | (838) | | Other Income (Expense), Net | (63,825) | 12,500 | 613 | | Income (Loss) from Continuing Operations Before Income Taxes | (33,852) | 123,016 | 96,490 | | Income Tax Provision (Benefit) | 1,384 | (48,775) | 1,363 | | Income (Loss) from Continuing Operations | (35,236) | 171,791 | 95,127 | | Income (Loss) from Discontinued Operations, Net of Income Taxes | — | 217,246 | (48,956) | | **Consolidated Net Income (Loss)** | **(35,236)**| **389,037** | **46,171** | | Net Income (Loss) Attributable to Overstock.com, Inc. Stockholders | (35,236) | 389,372 | 56,001 | | **Net Income (Loss) Per Common Share—Basic:** | | | | | Continuing Operations | (0.83) | 3.60 | 2.13 | | Discontinued Operations | — | 4.58 | (0.88) | | **Total** | **(0.83)** | **8.18** | **1.25** | | **Net Income (Loss) Per Common Share—Diluted:** | | | | | Continuing Operations | (0.83) | 3.57 | 2.12 | | Discontinued Operations | — | 4.54 | (0.88) | | **Total** | **(0.83)** | **8.11** | **1.24** | | **Weighted-Average Common Shares Outstanding:** | | | | | Basic | 44,323 | 42,981 | 41,217 | | Diluted | 44,323 | 43,332 | 41,607 | [Consolidated Statements of Comprehensive Income (Loss)](index=44&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Income%20(Loss)) This section presents the company's consolidated statements of comprehensive income (loss), detailing net income (loss) and other comprehensive income for the years ended December 31, 2022, 2021, and 2020 Consolidated Statements of Comprehensive Income (Loss) (Thousands of USD) | Metric | 2022 | 2021 | 2020 | | :------------------------------------------------------------------------ | :----------- | :---------- | :---------- | | Consolidated Net Income (Loss) | (35,236) | 389,037 | 46,171 | | **Other Comprehensive Income:** | | | | | Unrealized gain on cash flow hedges, net of tax | 15 | 16 | 15 | | **Other Comprehensive Income** | **15** | **16** | **15** | | **Comprehensive Income (Loss)** | **(35,221)** | **389,053** | **46,186** | | Less: Comprehensive loss attributable to noncontrolling interest—discontinued operations | — | (335) | (9,830) | | **Comprehensive Income (Loss) Attributable to Overstock.com, Inc. Stockholders** | **(35,221)** | **389,388** | **56,016** | [Consolidated Statements of Changes in Stockholders' Equity](index=45&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) This section presents the company's consolidated statements of changes in stockholders' equity, detailing movements in common stock, additional paid-in capital, accumulated deficit, and treasury stock for the years ended December 31, 2022, 2021, and 2020 Consolidated Statements of Changes in Stockholders' Equity (Partial, Thousands of USD) | Metric | 2022 | 2021 | 2020 | | :------------------------------------------------------------------- | :---------- | :---------- | :---------- | | **Stockholders' Equity Attributable to Overstock.com, Inc. Stockholders** | | | | | **Common Shares Issued** | | | | | Balance at Beginning of Year | 46,625 | 46,331 | 42,790 | | Common stock issued upon vesting of restricted stock awards | 295 | 294 | 710 | | Common stock issued for ESPP purchases | 84 | — | — | | Preferred stock conversion | 4,098 | — | — | | Common stock issued for stock offering sales | — | — | 2,831 | | Balance at End of Year | 51,102 | 46,625 | 46,331 | | **Treasury Shares** | | | | | Balance at Beginning of Year | 3,602 | 3,563 | 3,326 | | Common stock repurchases | 2,461 | — | — | | Tax withholdings upon vesting of employee stock awards | 88 | 86 | 237 | | Treasury stock sales | — | (47) | — | | Balance at End of Year | 6,151 | 3,602 | 3,563 | | **Total Common Shares Outstanding** | **44,951** | **43,023** | **42,768** | | **Additional Paid-in Capital** | | | | | Balance at Beginning of Year | 960,544 | 970,873 | 764,845 | | Stock-based compensation for employees and directors | 18,318 | 11,700 | 12,930 | | Common stock issued for ESPP purchases | 2,779 | — | — | | Preferred stock conversion and cancellation | 1,043 | — | — | | Stock offering sales, net | — | — | 192,692 | | Balance at End of Year | 982,718 | 960,544 | 970,873 | | **Accumulated Deficit** | | | | | Balance at Beginning of Year | (136,590) | (525,233) | (580,390) | | Net income (loss) attributable to Overstock.com, Inc. stockholders | (35,236) | 389,372 | 56,001 | | Dividends distributed upon preferred stock conversion and cancellation | (1,697) | — | — | | Preferred stock conversion and cancellation | (306) | — | — | | Preferred stock dividends declared and paid | — | (729) | (731) | | Balance at End of Year | (173,829) | (136,590) | (525,233) | | **Treasury Stock** | | | | | Balance at Beginning of Year | (79,035) | (71,399) | (68,807) | | Common stock and Series A-1 preferred stock repurchases | (80,117) | — | — | | Tax withholdings upon vesting of restricted stock | (3,700) | (8,279) | (2,592) | | Preferred stock conversion and cancellation | 306 | — | — | | Balance at End of Year | (162,546) | (79,035) | (71,399) | | **Total Stockholders' Equity** | **645,826** | **744,386** | **436,326** | [Consolidated Statements of Cash Flows](index=48&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section presents the company's consolidated statements of cash flows, detailing cash flows from operating, investing, and financing activities for the years ended December 31, 2022, 2021, and 2020 Consolidated Statements of Cash Flows (Thousands of USD) | Activity | 2022 | 2021 | 2020 | | :---------------------------------------------------------------------------------------------------------- | :----------- | :---------- | :---------- | | **Cash Flows from Operating Activities:** | | | | | Consolidated Net Income (Loss) | (35,236) | 389,037 | 46,171 | | Income (loss) from discontinued operations, net of income taxes | — | (217,246) | 48,956 | | Net cash provided by (used in) continuing operating activities | (12,535) | 98,047 | 226,626 | | Net cash used in discontinued operating activities | — | (17,128) | (30,152) | | **Net Cash Provided by (Used in) Operating Activities** | **(12,535)** | **80,919** | **196,474** | | **Cash Flows from Investing Activities:** | | | | | Equity security purchases | (18,920) | — | — | | Capital contributions | — | (41,122) | — | | Distributions of invested capital | 1,224 | — | — | | Property and equipment expenditures | (14,899) | (13,617) | (14,874) | | Net cash used in continuing investing activities | (33,034) | (56,433) | (15,271) | | Net cash used in discontinued investing activities | — | (29,703) | (8,284) | | **Net Cash Used in Investing Activities** | **(33,034)** | **(86,136)**| **(23,555)**| | **Cash Flows from Financing Activities:** | | | | | Share repurchases | (80,117) | — | — | | Payments of long-term debt | (3,447) | (3,030) | (2,635) | | Proceeds from long-term debt | — | — | 47,500 | | Proceeds from common stock sales, net of issuance costs | — | — | 195,540 | | Payments for tax withholdings upon vesting of employee stock awards | (3,700) | (8,279) | (2,592) | | Proceeds from employee stock purchase plan | 924 | — | — | | Net cash provided by (used in) continuing financing activities | (86,340) | (12,683) | 231,364 | | Net cash provided by discontinued financing activities | — | 2,085 | — | | **Net Cash Provided by (Used in) Financing Activities** | **(86,340)** | **(10,598)**| **231,364** | | **Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash** | **(131,909)**| **(15,815)**| **404,283** | | Cash, cash equivalents, and restricted cash at beginning of year, including cash balances of discontinued operations | 503,366 | 519,181 | 114,898 | | Cash, cash equivalents, and restricted cash at end of year, including cash balances of discontinued operations | 371,457 | 503,366 | 519,181 | | Less: Cash, cash equivalents, and restricted cash of discontinued operations | — | — | 22,559 | | **Cash, Cash Equivalents, and Restricted Cash at End of Year** | **371,457** | **503,366** | **496,622** | [Notes to Consolidated Financial Statements](index=50&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section provides detailed notes to the consolidated financial statements, explaining the company's accounting policies, significant estimates, and specific financial disclosures [Note 1. BASIS OF PRESENTATION](index=50&type=section&id=Note%201.%20BASIS%20OF%20PRESENTATION) This note outlines the company's formation, reincorporation, and the basis for preparing its consolidated financial statements, focusing on continuing operations - The company was founded in **1997**, reorganized as a C-corporation in **1998**, reincorporated in Delaware in **2002**, and changed its name to Overstock.com, Inc. on October 25, 1999[430](index=430&type=chunk) - Consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (**GAAP**) and reflect only continuing operations, with former subsidiaries Medici Ventures Inc. and tZERO Group, Inc. presented as discontinued operations[421](index=421&type=chunk)[431](index=431&type=chunk) [Note 2. ACCOUNTING POLICIES AND SUPPLEMENTAL DISCLOSURES](index=50&type=section&id=Note%202.%20ACCOUNTING%20POLICIES%20AND%20SUPPLEMENTAL%20DISCLOSURES) This note details the company's significant accounting policies and supplemental disclosures, covering consolidation, estimates, cash flows, fair value, and asset valuation - The company's consolidated financial statements include its own accounts and those of its wholly-owned subsidiaries, with all intercompany account balances and transactions eliminated[422](index=422&type=chunk) - Financial statement preparation involves estimates and assumptions for accounts receivable valuation, revenue recognition, Club O and gift card breakage, sales returns, inventory valuation, depreciation lives, equity security valuations, income taxes, stock-based compensation, performance-based compensation, self-insured health insurance liabilities, and contingencies[423](index=423&type=chunk) Supplemental Cash Flow Information (Thousands of USD) | Metric | 2022 | 2021 | 2020 | | :--------------------------------------------------------------- | :---- | :---- | :---- | | **Cash Paid During the Period:** | | | | | Interest paid, net of amounts capitalized | 1,777 | 1,775 | 1,808 | | Income taxes paid, net | 2,562 | 2,262 | 1,452 | | **Noncash Investing and Financing Activities:** | | | | | Purchases of property and equipment included in accounts payable and accrued liabilities | 2,527 | 508 | 336 | - The company classifies all highly liquid instruments, including those with original maturities of **three months or less**, as cash equivalents[435](index=435&type=chunk) - Restricted cash includes legally restricted cash and compensating balances held for credit arrangements[436](index=436&type=chunk) - The company values assets and liabilities using a three-level fair value hierarchy (**Level 1, Level 2, Level 3**) to minimize the use of unobservable inputs[437](index=437&type=chunk) - Accounts receivable primarily include trade amounts from U.S. customers and unliquidated credit card transactions at period-end, with an allowance for expected credit losses based on customer financial condition, historical collection experience, and future economic conditions[440](index=440&type=chunk) - Inventory includes goods acquired for resale and processed returns, accounted for using the standard cost method (approximating first-in, first-out), and measured at the lower of cost or net realizable value[441](index=441&type=chunk) - Prepaid expenses and other current assets include advertising, license fees, maintenance, packaging, insurance, prepaid inventory, other miscellaneous costs, and cryptocurrency[442](index=442&type=chunk) - Property and equipment are recorded at cost, net of depreciation and amortization, and depreciated using the straight-line method over their estimated useful lives or lease terms[443](index=443&type=chunk) Estimated Useful Lives of Property and Equipment (Years) | Asset Type | Life (Years) | | :----------------------------------------------- | :----------- | | Buildings | 40 | | Land Improvements | 20 | | Building Machinery and Equipment | 15-20 | | Furniture and Fixtures | 5-7 | | Computer Hardware | 3-4 | | Computer Software, Including Internally Developed Software and Website Development | 2-4 | - The company amortizes capitalized costs related to internally developed software and website development, recognizing gains or losses upon asset disposal or retirement[444](index=444&type=chunk)[445](index=445&type=chunk) - For initial valuation of noncontrolling interests in former subsidiaries, in the absence of public market quotes, the company uses a combination of market and income approaches, with third-party valuation firms assisting in fair value determination, involving significant unobservable inputs (**Level 3**)[162](index=162&type=chunk)[447](index=447&type=chunk) - The company holds minority equity interests (less than **20%**) in certain public entities, measured at fair value under **ASC 321** (based on **Level 1** inputs), with fair value changes recognized in other income (expense), net[448](index=448&type=chunk) - The company holds minority equity interests in private entities such as Medici Ventures, L.P., tZERO, and SpeedRoute, LLC, accounted for under the equity method per **ASC 323**, with a fair value option elected for direct minority interests in tZERO and SpeedRoute, valued using market approaches involving **Level 3** inputs[449](index=449&type=chunk)[451](index=451&type=chunk)[453](index=453&type=chunk)[454](index=454&type=chunk) Level 3 Equity Securities Fair Value Measurement Valuation Techniques and Unobservable Inputs | Investment | Fair Value (Thousands of USD) | Valuation Technique | Unobservable Input | Input Value | | :--------- | :---------------------------- | :------------------------------------------------- | :------------------------------------------------------- | :---------------- | | tZERO | 78,867 | Market Approach - Transaction Back-Solve with Option Pricing Model | Liquidity Term | 5.0 Years | | | | | Volatility | 125% | | | | | Percentage Change in Enterprise Value of Comparable Public Companies | (32.4)% | | SpeedRoute | 3,920 | Market Approach - Recent Transactions | Not Applicable | Not Applicable | | **Total** | **82,787** | | | | - The company classifies lease agreements as operating or finance leases, recognizing lease assets and liabilities based on the present value of future minimum lease payments[455](index=455&type=chunk) - Goodwill represents the excess of the acquisition price over the fair value of net assets acquired, is not amortized, but is tested for impairment at least annually or when a triggering event occurs[457](index=457&type=chunk) - The company reviews property and equipment, right-of-use assets, and other long-term assets for impairment, recognizing an impairment loss when the carrying value of an asset group may not be recoverable[458](index=458&type=chunk) - Other long-term assets, net, primarily include long-term prepaid expenses and deposits[166](index=166&type=chunk) - Revenue is recognized when control of products or services is transferred to customers, reflecting the consideration expected to be received, and excludes government-imposed taxes[167](index=167&type=chunk)[175](index=175&type=chunk)[459](index=459&type=chunk) - The company primarily sells goods through its website, with most sales fulfilled from partner inventory, and revenue recognized on a gross basis[460](index=460&type=chunk)[464](index=464&type=chunk) - Club O loyalty program membership fees are recognized as unearned revenue and amortized proportionally over the membership period; Club O rewards are recognized as revenue upon customer redemption, based on estimated breakage rates[3](index=3&type=chunk)[168](index=168&type=chunk)[177](index=177&type=chunk)[465](index=465&type=chunk) - Advertising revenue, primarily from sponsored links and display ads on the website, is recognized when advertising services are provided, accounting for approximately **2% of total net revenue**[178](index=178&type=chunk) - Sales return allowances are estimated based on current period revenue and historical return experience, and are included in accrued liabilities[4](index=4&type=chunk)[176](index=176&type=chunk) - Cost of goods sold includes product costs, warehousing costs, outbound shipping costs, processing and fulfillment costs, customer service costs, and merchant fees, recorded in the same period as the related revenue recognition[5](index=5&type=chunk) - Advertising expenses are recognized when the advertisement first occurs or over the period the advertising space/airtime is used, with internet advertising expenses recognized based on agreement terms, typically sales commissions or click-through referral fees[6](index=6&type=chunk) - Stock-based compensation is measured at the fair value of unvested restricted stock awards on the grant date and recognized as expense over the service period using either the straight-line or accelerated method[7](index=7&type=chunk)[83](index=83&type=chunk) - Loss contingencies are accrued when a loss is probable and the amount can be reasonably estimated, with legal fees expensed as incurred[9](index=9&type=chunk) - Income taxes are accounted for using the asset and liability method, recognizing deferred tax assets and liabilities, and assessing the realizability of deferred tax assets based on projections of future taxable income[11](index=11&type=chunk)[12](index=12&type=chunk) - Net income (loss) per share is calculated using the two-class method, with basic earnings per share computed by dividing net income (loss) attributable to common stock by the weighted-average common shares outstanding, and diluted earnings per share including potential common shares[14](index=14&type=chunk)[15](index=15&type=chunk)[16](index=16&type=chunk) [Note 3. FAIR VALUE MEASUREMENT](index=59&type=section&id=Note%203.%20FAIR%20VALUE%20MEASUREMENT) This note details the company's fair value measurements for assets and liabilities, categorized by Level 1, Level 2, and Level 3 inputs, and outlines changes in Level 3 investments Fair Value Measurements as of December 31, 2022 (Thousands of USD) | | Total | Level 1 | Level 2 | Level 3 | | :------------------------------------------------------------ | :---------- | :---------- | :------ | :---------- | | **Assets:** | | | | | | Cash equivalents—money market mutual funds | 252,650 | 252,650 | — | — | | Equity securities, at fair value | 82,823 | 36 | — | 82,787 | | Trading securities held in "rabbi trust" | 399 | 399 | — | — | | **Total Assets** | **335,872** | **253,085** | **—** | **82,787** | | **Liabilities:** | | | | | | Deferred compensation accrual "rabbi trust" | 396 | 396 | — | — | | **Total Liabilities** | **396** | **396** | **—** | **—** | Fair Value Measurements as of December 31, 2021 (Thousands of USD) | | Total | Level 1 | Level 2 | Level 3 | | :------------------------------------------------------------ | :---------- | :---------- | :------ | :---------- | | **Assets:** | | | | | | Cash equivalents—money market mutual funds | — | — | — | — | | Equity securities, at fair value | 102,529 | 174 | — | 102,355 | | Trading securities held in "rabbi trust" | 179 | 179 | — | — | | **Total Assets** | **102,708** | **353** | **—** | **102,355** | | **Liabilities:** | | | | | | Deferred compensation accrual "rabbi trust" | 188 | 188 | — | — | | **Total Liabilities** | **188** | **188** | **—** | **—** | Level 3 Investment Activity (Thousands of USD) | Description | Amount | | :----------------------------------------- | :---------- | | Level 3 investments at December 31, 2020 | $— | | Additions 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** | | Additions due to purchases of Level 3 investments | 18,920 | | Decrease in fair value of Level 3 investments | (38,488) | | **Level 3 Investments at December 31, 2022** | **$82,787** | [Note 4. DISCONTINUED OPERATIONS](index=61&type=section&id=Note%204.%20DISCONTINUED%20OPERATIONS) This note details the company's discontinued operations, specifically the conversion of Medici Ventures into a limited partnership and the reclassification of retained equity interests - On January 25, 2021, the company entered into an agreement with Medici Ventures, Pelion, and Pelion, Inc., converting Medici Ventures into a limited partnership, with Pelion as the general partner and the company as a limited partner[21](index=21&type=chunk) - The company's retained equity interests in Medici Ventures, L.P. and tZERO were classified as equity method securities, as the company has significant influence but not control[21](index=21&type=chunk) - Upon the closing of Medici Ventures, the fair value of the company's retained equity interests in the partnership and tZERO was **$288.8 million**, with approximately **$149.9 million** of **Level 3** equity securities valued using unadjusted external inputs[22](index=22&type=chunk) Key Unobservable Inputs for Level 3 Equity Securities Fair Value Measurement | Valuation Technique | Unobservable Input | Range (1) | Weighted Average (2) | | :--------------------------- | :------------------------------------------------------- | :-------------- | :------------------- | | Market Approach | Enterprise Value to Revenue Multiple | 0.88x | 0.88x | | | Discount Rate | 9.0% - 35.0% | 32.4% | | Discounted Cash Flow - Exit Multiple | Enterprise Value to Revenue Multiple | 0.75x - 5.00x | 4.40x | | | Projected Terminal Year | 2023 - 2027 | 2025 | | | Annual Revenue Growth Rate | 1.3% - 124.0% | 109.4% | | | Annual EBITDA as a Percentage of Revenue | 5.2% - 41.2% | 36.3% | | Discounted Cash Flow - Perpetual Growth | Discount Rate | 30.0% | 30.0% | | | Projected Terminal Year | 2028 | 2028 | | | Perpetual Revenue Growth Rate | 3.0% | 3.0% | | | Annual Revenue Growth Rate | 25.7% | 25.7% | | | Annual EBITDA as a Percentage of Revenue | 14.9% | 14.9% | - The company recognized a **$243.5 million gain** upon deconsolidation of the discontinued operations, primarily from the fair value remeasurement of retained equity method interests[23](index=23&type=chunk) Discontinued Operations Performance (Thousands of USD) | Metric | 2022 | 2021 | 2020 | | :------------------------------------------------------------------- | :--- | :---------- | :---------- | | Net Revenue | — | 17,394 | 55,868 | | Cost of Goods Sold | — | 13,716 | 47,691 | | Gross Profit | — | 3,678 | 8,177 | | Total Operating Expenses | — | 20,642 | 52,666 | | Operating Loss from Discontinued Operations | — | (16,964) | (44,489) | | Interest Income, Net | — | 192 | 600 | | Other Income (Loss), Net | — | 4,081 | (5,441) | | Gain on Deconsolidation | — | 243,541 | — | | Income (Loss) from Discontinued Operations Before Income Taxes | — | 230,850 | (49,330) | | Income Tax Provision (Benefit) | — | 13,604 | (374) | | Income (Loss) from Discontinued Operations, Net of Income Taxes | — | 217,246 | (48,956) | | Less: Net loss attributable to noncontrolling interest from discontinued operations | — | (335) | (9,830) | | Net Income (Loss) from Discontinued Operations Attributable to Overstock.com, Inc. Stockholders | — | 217,581 | (39,126) | [Note 5. ACCOUNTS RECEIVABLE, NET](index=61&type=section&id=Note%205.%20ACCOUNTS%20RECEIVABLE%2C%20NET) This note provides a breakdown of the company's accounts receivable, net, including trade receivables, other receivables, and the allowance for credit losses Accounts Receivable, Net (Thousands of USD) | Metric | December 31, 2022 | December 31, 2021 | | :----------------------------------- | :---------------- | :---------------- | | Credit card receivables, trade | 10,595 | 14,148 | | Accounts receivable, trade | 5,760 | 6,501 | | Other accounts receivable | 4,561 | 2,970 | | **Subtotal** | **20,916** | **23,619** | | Less: Allowance for credit losses | (3,223) | (2,429) | | **Total Accounts Receivable, Net** | **17,693** | **21,190** | [Note 6. PREPAIDS AND OTHER CURRENT ASSETS](index=61&type=section&id=Note%206.%20PREPAIDS%20AND%20OTHER%20CURRENT%20ASSETS) This note details the composition of the company's prepaid expenses and other current assets, including prepaid maintenance, other current assets, and other prepayments Prepaid Expenses and Other Current Assets (Thousands of USD) | Metric | December 31, 2022 | December 31, 2021 | | :--------------------------------------- | :---------------- | :---------------- | | Prepaid maintenance | 8,767 | 10,780 | | Other current assets | 5,467 | 5,071 | | Other prepaid expenses | 4,599 | 6,246 | | **Total Prepaid Expenses and Other Current Assets** | **18,833** | **22,097** | [Note 7. PROPERTY AND EQUIPMENT, NET](index=62&type=section&id=Note%207.%20PROPERTY%20AND%20EQUIPMENT%2C%20NET) This note provides a detailed breakdown of the company's property and equipment, net, including computer hardware, buildings, land, and accumulated depreciation Property and Equipment, Net (Thousands of USD) | Metric | December 31, 2022 | December 31, 2021 | | :------------------------------------------------------------------ | :---------------- | :---------------- | | Computer hardware and software, including internally developed software and website development | 240,148 | 225,256 | | Buildings | 69,350 | 69,293 | | Land | 12,781 | 12,781 | | Furniture and fixtures | 12,642 | 12,067 | | Building machinery and equipment | 9,791 | 9,809 | | Land improvements | 7,060 | 7,025 | | Leasehold improvements | 2,904 | 2,601 | | **Subtotal** | **354,676** | **338,832** | | Less: Accumulated depreciation | (244,770) | (229,353) | | **Total Property and Equipment, Net** | **109,906** | **109,479** | Capitalized Internally Developed Software and Website Development Costs and Depreciation (Thousands of USD) | Metric | 2022 | 2021 | 2020 | | :------------------------------------------- | :---- | :---- | :----- | | Capitalized internally developed software and website development | 7,915 | 6,126 | 10,246 | | Depreciation of internally developed software and website development | 6,571 | 7,237 | 10,262 | Depreciation Expense by Category (Thousands of USD) | Category | 2022 | 2021 | 2020 | | :---------------------- | :------ | :------ | :------ | | Cost of Goods Sold | 682 | 605 | 680 | | Technology | 12,233 | 13,801 | 15,708 | | General and Administrative | 3,742 | 4,064 | 5,279 | | **Total Depreciation** | **16,657**| **18,470**| **21,667**| [Note 8. EQUITY SECURITIES](index=62&type=section&id=Note%208.%20EQUITY%20SECURITIES) This note details the company's equity securities, including those accounted for under the equity method and fair value option, and outlines related investment activities and financial performance Composition of Equity Securities (Thousands of USD) | Metric | December 31, 2022 | December 31, 2021 | | :------------------------------------------------------------------ | :---------------- | :---------------- | | Equity securities accounted for under the equity method per ASC 323 | 213,494 | 240,153 | | Equity securities accounted for under the equity method with fair value option | 82,787 | 102,355 | | Equity securities accounted for under ASC 321 | 36 | 174 | | **Total Equity Securities** | **296,317** | **342,682** | - As of December 31, 2022, the company's equity method security holdings in Medici Ventures, L.P., tZERO Group, Inc., and SpeedRoute, LLC were **99%**, **29%**, and **49%**, respectively[44](index=44&type=chunk) - In 2022, the company made an additional **$15 million investment** in tZERO and expanded its investment portfolio by acquiring an equity interest in SpeedRoute, LLC, a former tZERO subsidiary[31](index=31&type=chunk) Equity Method Securities Income (Loss) (Thousands of USD) | Metric | 2022 | 2021 | | :------------------------------------------------------------------ | :---------- | :-------- | | Net income (loss) recognized from proportional share of equity method securities' net assets | (25,435) | 9,953 | | Increase (decrease) in fair value of equity method securities held at fair value option | (38,488) | 2,632 | - As of December 31, 2022, the company's equity method securities had a carrying value of **$296.3 million**, with **$82.8 million** valued at fair value option (tZERO and SpeedRoute), representing **24.6%** of assets measured at fair value[44](index=44&type=chunk) Summarized Financial Information for Equity Method Securities Meeting Significance Criteria (Thousands of USD) | Metric | December 31, 2022 | December 31, 2021 | | :--------------------------------- | :---------------- | :---------------- | | **Balance Sheet:** | | | | Assets | 122,015 | 76,192 | | Liabilities | (25,055) | (21,683) | | Equity | (96,960) | (54,509)

Financial Data and Key Metrics - Revenue declined by 34% year-over-year in Q4 2022, pressured by intense competition and the strategic removal of non-home products [39][40] - Gross profit decreased by $49 million YoY in Q4, with gross margin at 22.1%, a 54 basis point decline due to higher discounting and elevated freight costs [41] - Adjusted EBITDA was $7 million in Q4, a decrease of $21 million YoY, with a margin of 1.6% [42] - Active customers declined to 5.2 million at the end of Q4, with order frequency down 4% YoY [43][102] - Full-year 2022 revenue was $1.9 billion, a 30% decline YoY, but a 34% increase compared to 2019 [75] Business Line Performance - The company transitioned to a 100% home-only retailer, with home product assortment more than doubling since January 2021 [50][51] - Mobile app adoption grew rapidly, with mobile app sales increasing by 500 basis points in 2022 [121] - The company added over 4 million new on-trend SKUs from thousands of partners, with more than one-third of Q4 revenue driven by SKUs added in the last two years [24][53] Market Performance - The furniture and home furnishings market is fragmented, with a total addressable market of over $400 billion [56] - The company faced competitive pressure from increased and earlier discounting activity during Q4, particularly during the Cyber 5 period [27][40] - The company's Smart Value pricing strategy held up well during Q4, despite competitors relying on deep discounts to stimulate demand [27] Strategic Direction and Industry Competition - The company is focused on improving product findability, search processing, and customer experience to drive repeat purchases [25][87] - The company is leveraging its asset-light business model to maintain competitive pricing and gross margins [95][101] - The company is expanding its loyalty offerings, including a new co-branded Mastercard credit card in partnership with Citi Retail Services [54][120] Management Commentary on Operating Environment and Future Outlook - Management expects 2023 to be a tale of two halves, with performance improving in the second half due to new product assortments and loyalty initiatives [111][113] - The company anticipates continued inventory rationalization in the industry through at least the first half of 2023 [112] - Management remains committed to profitability for the year, despite potential fluctuations in consumer sentiment [84][116] Other Important Information - The company repurchased $80 million in shares in 2022 and made a $50 million direct investment in tZERO [30] - The company exited 2022 with $371 million in cash and $34 million in long-term debt, resulting in a net cash position of $337 million [59] - The company's Medici Ventures portfolio continues to present a differentiated value opportunity, with significant progress in blockchain investments [31][61] Q&A Session Summary Question: Impact of competitor markdowns on sales and pricing algorithm adjustments [92] - The company maintains its Smart Value proposition by removing non-competitive products from the site, which can be disruptive but ensures pricing integrity [93][125] Question: Gross margin trends and inventory rationalization [94][148] - The company expects gross margins to remain consistent due to its asset-light model, despite industry-wide inventory rationalization [95][148] Question: Comparison of current home e-commerce market to past periods [97] - The company has historically performed well during economic downturns, as consumers become more value-conscious [150][151] Question: Performance of Overstock Day events and new customer demographics [132] - Overstock Day events drove strong mobile app adoption and sales, with a focus on attracting a younger demographic [155] Question: Profitability in a scenario of declining sales [157] - The company is committed to profitability for the year, with a focus on expense management and cost savings [158][159] Question: Active customer base and reactivation strategy [162] - The company is focused on increasing brand association with home and leveraging its loyalty offerings to drive engagement and reactivation [163] Question: Expanding assortment in the home category [144] - The company is strategically adding national brands and giftable assortments, with a focus on improving product findability [178]

● overstock.. Making Dream Homes Come True Smart Value = Quality & Style for less Savvy Shoppers Reluctant Refreshers Overstock Customers Smart Value Seekers Home Goods Expertise Department Store Generalist Value Inspiration IKEA Bed Bath & Beyond Wayfair West Elm Pottery Barn Restoration Hardware Amazon Walmart Target 1 Cash less long-term debt. 1. FY 2022 vs. FY 2019 2. Overstock home-only revenue compared to (a) Census furniture and home furnishings sales, (b) Home-related personal consumption expenditur ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ (Mark One) FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 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 ...

Financial Data and Key Metrics Changes - Revenue declined by 33% year-over-year in Q3 2022, totaling $460 million, impacted by weak consumer sentiment and high inflation [31][35] - Adjusted EBITDA was $15 million with a margin of 3.2%, a decrease of $21 million compared to the previous year [41] - Reported EPS loss was $0.81, primarily due to noncash, non-operating expenses related to equity securities [31][32] - Gross profit was $107 million, down $49 million year-over-year, with a gross margin of 23.3%, reflecting a 60 basis point improvement [37] Business Line Data and Key Metrics Changes - Home-only revenue grew by 53% compared to 2019, although it declined nearly 30% year-over-year in Q3 2022, showing signs of stabilization [19][20] - Average order value increased by 13% year-over-year to $243, driven by a shift in product assortment [46] - Active customer base decreased to 5.8 million, influenced by weak consumer sentiment and the exit from non-home products [43] Market Data and Key Metrics Changes - The U.S. economy remains unsettled, with high interest rates affecting consumer purchasing behavior, particularly in the housing market [11] - The competitive landscape is characterized by aggressive promotional activities, with competitors like Target and Walmart engaging in early holiday promotions [94] Company Strategy and Development Direction - The company is focused on profitability and market share growth, emphasizing an asset-light model and strategic partnerships [10][18] - A new brand campaign, "C'mon, Get Comfy," was launched to enhance brand recognition and attract new customers [27][30] - The company aims to leverage its strong balance sheet to navigate economic uncertainties and pursue strategic M&A opportunities [50][55] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to navigate current challenges and return to growth, despite a highly promotional environment [9][18] - The focus remains on controlling business elements within their control, with an emphasis on profitability over growth [12][14] - Management acknowledged the ongoing headwinds from inflation and shifting consumer preferences but remains optimistic about long-term positioning [16][90] Other Important Information - The company has a strong net cash position of $392 million with minimal debt, providing flexibility in a volatile market [50] - The Medici Ventures Fund portfolio includes blockchain-focused startups, which are expected to add value to the company [15][80] Q&A Session Summary Question: Comments on pricing environment and competition - Management noted that promotional activity remains fierce, with competitors engaging in early holiday promotions [94] Question: Impact of supply chain improvements on gross margin - Supply chain costs have decreased, but some domestic costs remain high; gross margin improvements are attributed to operational efficiencies [96][97] Question: Expectations for EBITDA margins in 2023 - Management is still in the planning phase for 2023 and aims for mid-single-digit adjusted EBITDA margins, though this may be challenging [100][103] Question: Customer demographic trends and engagement - There is an increase in higher-income customers, with the mobile app attracting a younger demographic [105][107] Question: Initial impact of the brand ambassador campaign - Early results from the "C'mon, Get Comfy" campaign are encouraging, particularly in online channels [115]

o overstock. Q3 2022 Earnings Call Forward-Looking Statements The information presented herein may 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, market conditions, and other factors that will impact our results of operations. You should not place undue reliance on any forward-looking statements, which speak only as of the date they were made ...

Investor Presentation September 2022 Forward-Looking Statements The information presented herein may 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, market conditions, and other factors that will impact our results of operations. You should not place undue reliance on any forward-looking statements, which speak only as of the date they were mad ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ 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 June 30, 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: 000-4979 ...

Overstock.com, Inc. (OSTK) Q2 2022 Earnings Conference Call July 28, 2022 8:30 AM ET Company Participants Lavesh Hemnani – Head-Investor Relations Jonathan Johnson – Chief Executive Officer Adrianne Lee – Chief Financial Officer Dave Nielsen – President Conference Call Participants Seth Sigman – Guggenheim Partners Rick Patel – Raymond James Peter Keith – Piper Sandler Anna Andreeva – Needham and Company Tom Forte – D.A. Davidson Curtis Nagle – Bank of America Operator Good day and thank you for standing by ...