Overstock Results Presentation Deck

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#1Oloverstock. Q1 2019 Earnings Call 960#2Forward-Looking Statements The information presented herein may contain forward-looking statements. Such forward-looking statements include all statements other than statements of historical fact, including forecasts of trends. You should not place undue reliance on any forward-looking statements, which speak only as of the date they were made. We undertake no obligation to update any forward-looking statements as a result of any new information, future developments or otherwise. Forward-looking statements are inherently difficult to predict. Accordingly, actual results could differ materially for a variety of reasons, including, but not limited to, the amount and timing of our capital expenditures, results of our ongoing review of strategic initiatives including any decision regarding whether to sell our e-commerce business, initiatives to improve the performance of our retail business and the recent reduction in our workforce, adverse tax, regulatory or legal developments, competition, and any inability to achieve and/or maintain profitability, generate positive cash flow from operations, raise capital, or borrow funds on acceptable terms. Other risks and uncertainties include, among others, the inherent risks associated with the businesses that Medici Ventures and tZERO are pursuing, including whether tZERO's joint venture with Box Digital Markets, LLC will be able to achieve its objectives, the regulatory, technical, operational and other obstacles tZERO faces in each of its initiatives, the effects of key business personnel moving from our retail business to our Medici Ventures and tZERO businesses or otherwise leaving, our continually evolving business model, difficulties we may have with our infrastructure, our fulfillment partners or our payment processors, including cyber-attacks or data breaches affecting us or any of them, and difficulties we may have with our search engine optimization results. More information about factors that could potentially affect our financial results is included in our Form 10-K for the year ended December 31, 2018, which was filed with the Securities and Exchange Commission on March 18, 2019, and in our subsequent filings with the Securities and Exchange Commission. The Form 10-K, and our subsequent filings with the Securities and Exchange Commission identify important factors that could cause our actual results to differ materially from those contained in or contemplated by our projections, estimates and other forward-looking statements. overstock. 2#3Agenda 1. Medici Ventures A. tZERO B. Other Medici Portfolio Companies 2. Retail 3. Strategic Alternatives 4. Q&A overstock. 960#4D overstock. MEDICI VENTURES A Blockchain Technology Stack for Civilization A MEDICI VENTURES#5或 overstock. Voting Commerce (Supply Chain) Capital Markets Currency (Central Banking) Capital (= Land Titling = Rule of Law) People 同 5 MEDICI VENTURES#6Identity MINDS IdentityMind NETKI FinClusive overstock. Land Titling 派 A MEDICI LAND GOVERNANCE MEDICI VENTURES Banking & Currency T bitt PEERNOVA spera ripio BANKORUS Capital Markets tZERO symbiont CHAINSTONE LABS Supply Chain 回 Vinsent GRAN CHAIN FACTOM Voting Voatz Votem S SettleMint A 6 MEDICI VENTURES#7Identity MINDS IdentityMind NETKI FinClusive overstock. Land Titling 派 A MEDICI LAND GOVERNANCE MEDICI VENTURES Banking & Currency T bitt PEERNOVA spera ripio BANKORUS Capital Markets tZERO symbiont CHAINSTONE LABS Supply Chain 回 Vinsent GRAN CHAIN FACTOM Voting Voatz Votem S SettleMint A 7 MEDICI VENTURES#8Next Steps Slide from Q4 2018 Earnings Call 1. Onboard Quality Issuers & Tokens - Underway 2. Expand Token Investor Base - Underway 3. International (SaaS at 50% Rev. Share) - Ongoing 4. Launch Crypto Trading App - June 2019 5. Enhance & Scale DLRs - August 2019 6. Boston Security Token Exchange (BSTX) = BOX JV - 2019 overstock. 8 tZERO#91. Onboard Quality Issuers & Tokens a. Signed LOI with Real-Estate Firm Emaar for Tokenization Project - ✓ b. Support Trading Tokens from Issuance Platform Securitize - May 2019 c. OSTKP on Trading Platform - June 2019 overstock. tZERO#102. Expand Token Investor Base a. Contract Signed w/ Broker-Dealer ETC to Trade Security Tokens - ✓ b. File for tZERO Retail Broker-Dealer - May 2019 c. Integrating Other Broker-Dealers - Ongoing overstock. 10 tZERO#113. International (SaaS) a. Exchange Technology now ready for SaaS model - ✓ b. In Discussions with International Exchanges - Ongoing overstock. 11 tZERO#124. Launch Crypto Trading App - June 2019 overstock. to CRYPTO BETA 1:201 CURRENCY tZERO Bitcoin $5,146.14 per BTC Welle TOTAL CURRENCY ASSETS $1,439.76 Ethereum $165.89 per ETH TOKENS 33 People $1,439.76 0.284302 BTC $0.00 DETH Account 1:20 1 SELL LIMIT 5600 Fees: Total: 1 4 GHI ACH Cash Transfer 7 PORS Sell Bitcoin +*# $250 Sell MAX: $250 Next ABC JKL TUV 0 VIEW IN BTC +$1.10 $251.10 Chase 3 DEF 6 MNO 9 WXYZ X Graphics shown for illustrative purposes. 12 tZERO#135 & 6. Other Initiatives a. Enhance & Scale DLRs - August 2019 b. Boston Security Token Exchange (BSTX) = BOX JV - 2019 overstock. 13 tZERO#14tZERO Product Roadmap Issuance Platform Security Token ATS / Exchange Trading Apps DLR overstock. Token Issuance Issuance Platform - Tokenization Technology ‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒ Secondary Trading of t0 Token on ATS ‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒ tZERO Token Trading Platform Q4 2018 Issuance Platform - Funding Portal Additional Security Token Listed and Trading on ATS Security Token Exchange BSTX (BOX JV) Securitize - DS Protocol Integration ‒‒‒‒‒‒‒‒‒‒‒‒‒ Trade Traditional US Equities Onboard Additional BD's Q1 2019 Trade Crypto Through tZERO App ‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒‒ -- Digital Locate Receipts Q2 2019 ‒‒‒‒‒‒‒‒ ‒‒‒‒‒‒‒‒‒ Q3 2019 - |---- 14 ‒‒‒‒‒‒‒‒‒‒ tZERO#15Identity MINDS IdentityMind NETKI FinClusive overstock. A MEDICI VENTURES Banking & Land Titling Currency 派立 MEDICI LAND GOVERNANCE bitt PEERNOVA spera ripio BANKORUS Capital Markets tZERO symbiont CHAINSTONE LABS Supply Chain 回 Vinsent GRAIN CHAIN FACTOM Voting Voatz Votem ← SettleMint A 15 MEDICI VENTURES#16GRAIN CHAIN overstock. F Mexican State Incorporates X Forbes https://www.forbes.com/sites/benjaminprus/2011/06/02/mexican-state-tamaupas-incorporates-blockchain-for-grain-track I Innovation Leadership Money Consumer industry Lifestyl Mexican State Incorporates Blockchain For Grain Tracking Benjamin Pirus C Contac TE Grainchan, a blockchain-X More Login Startups Apps Gadgets Videos Podcasts Extra Crunch Events Advertise Crunchbase Search https://techcrunch.com/2015/05/02/grainchan-à-blockchan-based-platform-for-commodity-sales-launches-in-mexico/ Facebook Transportation Grainchain, a blockchain- based platform for commodity sales, launches in Mexico Jonathan Shieber Medici-Backed Blockchain AX https://cointelegraph.com/news/medici-backed-blockchagneanural-project-now-in-uses-mexico COINTELEGRAPH The future of money BOHL XHP $5.504 103 $162 $272 By Helen Parts News Features Price Analysis Market Tools Cryptopedia Industry Store Blockshow BEQUANT PRO CS Cody Com Cocin London Math FSA aceted FOR $4.96 2 HOURS AGO EDITOR'S CHOICE Medici-Backed Blockchain Agricultural Project Now in Use in in Mexico 1:31 16 ENGLISH ADVERTAR US District Attorney seeks to Retain Defendant in Crypto Shadow Banking Crypto Case New Zealand Churches Deny Affiliation With Crypto Ponzi Scheme OneCoin Indian Tech Firm Tech Mahindra to Combat Spam Phone Calls With Blockchain Crypto Markets See Gentle Green, US Stocks Edge Lower at Opening Bell Bitcoin, Ethereum, Ripple, Bitcoin Cash Litecoin, EOS, Binance Coin, Stellar, Cardano, TRON: Price Analysis May 1 A MEDICI VENTURES#17✔Voatz Voatz Verification Status: Deferred Get fully verified to vote in all events Elections Anonymous User YOU HAVE 5 UPCOMING EVENTS Settings Log Out Opinion Polls Corporate Campaigns and Petitions Custom C loverstock. 3 2019 Category Winner: PUBLIC SECTOR SERVICES April 24, 2019 | Toronto, Canada ENTERPRISE BLOCKCHAIN AWARDS Completed the May Municipal Election in Denver on May 7 Audit to occur May 10-15 17 MEDICI VENTURES#18Identity MINDS IdentityMind NETKI FinClusive overstock. Land Titling 派 A MEDICI LAND GOVERNANCE MEDICI VENTURES Banking & Currency T bitt PEERNOVA spera ripio BANKORUS Capital Markets tZERO symbiont CHAINSTONE LABS Supply Chain 4] Vinsent GRAN CHAIN FACTOM Voting Voatz Votem S SettleMint A 18 MEDICI VENTURES#19overstock. Oloverstock. Retail TM 19#20Retail Course Corrected overstock. Phase 1 ✓ COMPLETE 1. Refocused on Profitable Growth (111% Contribution Growth) 2. G&A Expense Structure Optimized (~25% Reduction) 3. SEO Rankings Improved 4. Delivered Above Outlook a. A.I. Integrations across the Business b. Ad Spend Efficiency C. Enhanced Site Performance d. Mid-Q1 Margin Gains 20#21Retail Course Corrected overstock. Phase 2 IN PROGRESS 1. Expanding Site Monetization via New AdTech 2. Freight Expenses Dropping Significantly 3. A.I. Integrations Expanding 4. Focus on our Target Audience a. Integrated CRM Pipeline b. Relevant Content Offerings C. Enhanced Personalization d. Improved Overall Site Experience 21#22Quarterly Retail Contribution Millions $45 $40 $35 $30 $25 $20 $15 $10 $5 $0 ($5) ($10) overstock. $31 Q4 '17 $18 Q1 '18 ($3) Q2 '18 +111% Increase $33 $30 m Q3 '18 $39 Q4 '18 Q1 '19 22 Retail Contribution is a non-GAAP financial measure. See Reconciliation in Appendix#23Quarterly Retail Adjusted EBITDA $0 Millions ייויי ($10) ($20) ($30) ($40) ($50) ($60) overstock. Q4 '17 ($24) Q1 '18 ($50) Q2 '18 ($20) Q3 '18 ($17) Q4 '18 ($2) Q1 '19 ז ($8) ↑ 100% Allocation* 70% Allocation* 23 * Refers to the allocation of Shared Service costs (Finance, Legal, HR, Administration, etc.). Prior periods reflect a 100% allocation to Retail. Adjusted EBITDA numbers for prior periods have been corrected from those previously reported in our press release and slide presentation dated March 18, 2019. Retail Adjusted EBITDA is a non-GAAP financial measure. See Reconciliation in Appendix#24Q1 2019 Financial Results: Retail Revenue $362.6 Million 18% decrease vs. Q1 2018 Contribution1 $39.1 Million 111% increase vs. Q1 2018 overstock. Gross Profit $72.0 Million 22% decrease vs. Q1 2018 Contribution Margin¹ 10.8% vs. 4.2% in Q1 2018 Gross Margin 19.9% vs. 21.0% in Q1 2018 Adjusted EBITDA¹ ($2.5) Million Includes 70% allocation of Shared Service costs 24 1 Retail Contribution, Contribution Margin, and Adjusted EBITDA are non-GAAP financial measures. See Reconciliations in Appendix#25SEO Improvement 80% 60% 40% 20% 0% -20% -40% -60% -15% July 2017 overstock. -6% August 2017 -14% September 2017 Top 3 Keyword Mom Search Growth (Home and Garden) Negative Growth -22% October 2017 -8% November 2017 -4% December 2017 5% January 2018 -2% February 2018 Positive Growth -41% March 2018 -11% April 2018 -8% May 2018 -1% June 2018 -4% July 2018 -19% August 2018 ....... 21% 15% 10% 6% 5% 74% September 2018 October 2018 November 2018 December 2018 January 2019 February 2019 13% March 2019 25 Source: SEMrush (May 1, 2019)#26overstock Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jun-17 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Mar-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Ma r-19 Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jun-17 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Jan-18 Feb-18 Ma r-18 Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Ma r-19 0% 5% 10% 15% 20% 25% 30% +32% YoY Percent of Total Gross Sales Paid Memberships club 26#27We Have Come Through the Transition 18 16 14 12 10 8 6 4 2 0 Full Year '18 Monthly Average overstock. Q4 '18 Monthly Average Q1 '19 Monthly Average Retail Contribution (Actual) Retail Contribution (Current Outlook) Current Monthly Run Rate ‒‒‒‒‒ ■■■ Retail Contribution (Prior Outlook) ‒‒‒‒ --- --- Q4 '19 Outlooked Monthly Average Retail Tech and G&A Expenses (Actual)* Retail Tech and G&A Expenses (Current Outlook)* * Retail Tech and G&A Expenses excluding depreciation, amortization, stock compensation, and 30% (Medici/other allocation) of Inc. costs. 27#2818 16 14 12 10 8 6 4 2 0 Full Year '18 Monthly Average Q4 '18 Monthly Average Overstock overstock. Retail Contribution (Actual) Retail Contribution (Current Outlook) ■■■■ Retail Contribution (Prior Outlook) Q1 '19 Monthly Average ‒‒‒‒‒‒‒‒‒ Current Monthly Run Rate Q4 '19 Outlooked Monthly Average Retail Tech and G&A Expenses (Actual)* Retail Tech and G&A Expenses (Current Outlook)* * Retail Tech and G&A Expenses excluding depreciation, amortization, stock compensation, and 30% (Medici/other allocation) of Inc. costs. $1,400 $1,200 $1,000 $800 $600 $400 $200 $0 2012 2013 The Competition 2014 2015 2016 2017 Selling, Operations, Technology, G&A Gross Profit less Customer Service, Merchant Fees, and Advertising 2018 Q1 2019 TTM 28 Source: Wayfair 10-Ks and 10-Qs#29Annual Retail Contribution Millions $250 $200 $150 $100 $50 $- overstock. $184 ||| 2015 $172 $196 2014 2016 $159 2017 $78 2018 Adjusted EBITDA Equivalent of $15M* Upside $180 $160 2019 Prior Outlook $185 $165 2019 Current Outlook 29 * Adjusted EBITDA includes $42M allocation of Shared Service costs (Finance, Legal, HR, Administration, etc.). Retail Contribution is a non-GAAP financial measure. See Reconciliations in Appendix#30overstock. Dave Nielsen President of Retail ■ ■ ■ First joined Overstock in 2009 Has been responsible for overseeing sourcing, supply chain, merchandising, and marketing Previously served as CEO at Global Access - providing retailers, brands, and direct sellers access to customers in international markets Prior to Overstock, served in executive leadership roles in merchandise planning and allocation with Payless ShoeSource 25-year veteran of retail in both online & brick and mortar 30#31Strategic Alternatives overstock. 31#32Retail overstock. We are running the Retail business as though we are going to hold it forever. Retail Remains Committed to: 1. Maintaining and Increasing Positive Operating Cash Flow 2. Hybridizing with National Brick-and-Mortar/Web Property 3. Continued Engagement with Interested Parties 4. Exploring All Strategic Options 32#33Status: GSR overstock. ● ● GSR and tZERO executed investment agreement ● $5M in consideration (cash and marketable securities): transfer in process $1B post-money valuation • Voids $30M tZERO token purchase agreement GSR still considering additional investment alongside Makara 33#34Status: Makara overstock. Independently of GSR, Makara continues deep due diligence on business model and intellectual property. While at this stage we cannot guarantee that an investment will be consummated, Makara's behavior is that of a serious and professional fund. We remain engaged through advisors and our discussions are encouraging. 34#35Liquidity Our cash balance at March 31, 2019 was $119.6 million. During the first week of April we completed the ATM offering with cumulative net proceeds of $148M at a weighted average price of $25.67, including an additional $20M in proceeds received in April and not included in the March 31, 2019 balance. overstock. 35#36Summary and Q&A Retail Raising Adjusted EBITDA Outlook from $10M to $15M • Optimized G&A Expense Structure A.I. Integrations across the Business Ad Spend Efficiency Enhanced Site Performance ● Quarterly Retail Adjusted EBITDA יויי A overstock. overstock Overstock B The Competition Annual Retail Contribution overstock IIII. C ATA Medici tZERO: Products to Market in Q2 Other Medici Companies: More Blockchain Products in Production and Adoption ● tZERO Product Roadmap 13/ trady overlock Bourty Set Baskegas 2016 M12 M - Fad inngan Dynar Locals Rocaco D Submit questions to [email protected] ZERO MINDS NETKI overlock Land Tig 派 MEDICI VENTURES Baking & Curry Cepa Markets E bitt SELINOVA symbiont spero ripio Chem ZERO Unun sban Votem MEDICI 36#37overstock. Appendix#38Q1 2019 Financial Results: OSTK Total Revenue $367.7 Million 17% decrease vs. Q1 2018 Sales & Marketing Expense $33.5 Million 57% decrease vs. Q1 2018 overstock. Gross Profit $73.1 Million 22% decrease vs. Q1 2018 Contribution¹ $39.6 Million 138% increase vs. Q1 2018 Adjusted EBITDA1 ($23.7) Million vs. ($30.6) million in Q1 2018 Ending Cash $119.6 Million vs. $141.5 million at December 31, 2018 We completed the ATM offering in the first week of April with cumulative net proceeds of $148M at a weighted average price of $25.67. 38 1 Adjusted EBITDA and Contribution are non-GAAP financial measures. See Reconciliations in Appendix#39Adjusted EBITDA Reconciliation Adjusted EBITDA Retail tZERO Other Adjusted EBITDA Less: Special items (see table below) Less: Depreciation and amortization Less: Stock-based compensation Less: Interest (income) expense, net Less: Other (income) expense, net Less: Provision (benefit) for income taxes Net loss Special items: Impairments on intangible assets Loss on disposal of business Cryptocurrency impairments and gains on sale, net Severance Special legal expenses* Total Special Items overstock. * $ $ $ Mar-2019 (2,460) $ (16,856) (13,207) (7,256) (3,401) (7,995) (23,662) (27,513) 1,757 9,565 6,614 8,664 3,985 2,702 (276) 6,272 878 (42,892) $ 1,757 Dec-2018 1,757 $ (563) 1,999 (1,939) (47,941) 6,000 3,565 Three months ended $ Sep-2018 $ (20,160) $ (50,149) (9,577) (4,056) (2,588) (3,118) (26,804) (62,844) 10,783 (6,816) 7,999 7,535 2,246 2,973 Jun-2018 (282) (225) (368) (27) 1,848 (141) (49,257) $ (65,916) (6,816) Mar-2018 $ (24,372) (4,382) (1,836) (30,590) 9,870 7,499 6,435 330 9 (277) $ (54,456) 10,783 9,565 $ 10,783 $ (6,816) $ Dec-2017 7,259 1,600 1,011 9,870 $ (8,988) (2,077) (2,469) (13,534) 8,113 1,068 589 1,573 71,915 $ (96,792) Dec-2018 Year ended $ (111,537) $ (25,271) (10,943) (147,751) 23,402 31,697 14,356 $ $ Dec-2017 32,847 4,077 (740) 2,278 3,488 (2,384) (1,178) 64,188 $ (217,570) $ (111,922) 6,000 3,565 443 1,600 11,794 23,402 1,795 (7,252) (4,253) (9,710) $ 39 *Special legal expenses include charges associated with our Delaware gift card escheatment matter and legal fees associated with pursuing our strategic alternatives. Adjusted EBITDA numbers for prior periods have been corrected from those previously reported in our press release and slide presentation dated March 18, 2019. Adjusted EBITDA is a non-GAAP financial measure used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. You should review our financial statements and publicly-filed reports in their entirety and not rely on any single financial measure.#40Annual Contribution Reconciliation overstock. Retail Contribution Total net revenue Cost of goods sold Gross profit Less: Sales and marketing expense Plus: Club O Rewards and gift card breakage (included in Other expense, net)* Contribution Contribution margin Retail Contribution Total net revenue Cost of goods sold Gross profit Less: Sales and marketing expense Plus: Club O Rewards and gift card breakage (included in Other expense, net) Contribution Contribution margin $ Retail $ 1,800,187 $ 21,405 1,452,195 15,489 5,916 4,492 $ 347,992 269,987 78,005 4.3% Retail 2018 tZERO & Other 5,911 184,417 11.1% $ $ 1,655,908 $ 1,353,184 302,724 124,218 2015 tZERO & Other 1,424 6.7% $ 1,930 1,930 250 1,680 87.0% Total $ 1,821,592 1,467,684 353,908 274,479 $ 79,429 4.4% Total $ 1,657,838 1,353,184 304,654 124,468 Year ended, December 31 5,911 $ 186,097 11.2% Retail Year ended, December 31 $ 1,728,104 $ 16,652 1,392,558 11,647 335,546 5,005 179,549 1,040 2,742 $ 158,739 9.2% 2017 tZERO & Other Retail $ 2014 tZERO & Other $ 1,497,103 $ 1,218,044 279,059 109,461 3,965 23.8% 2,439 $ 172,037 $ 11.5% Total $ 1,744,756 1,404,205 340,551 180,589 2,742 $ 162,704 9.3% $ Total $ 1,497,103 1,218,044 279,059 109,461 2,439 172,037 11.5% Retail $ 1,784,782 1,458,411 326,371 147,368 16,808 $ 195,811 11.0% 2016 tZERO & Other $ $ 15,181 10,203 4,978 528 Total $ 1,799,963 1,468,614 331,349 147,896 4,450 $ 29.3% 16,808 200,261 11.1% 40 *Effective January 1, 2018, we made a change in accounting principle to present Club O Rewards and gift card breakage in Partner and other revenue instead of Other expense, net on our consolidated statements of operations. This change impacts the presentation of Total net revenue, Gross profit and Other expense, net, but does not impact the calculation of contribution. Contribution and contribution margin are non-GAAP financial measures used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. You should review our financial statements and publicly-filed reports in their entirety and not rely on any single financial measure.#41Quarterly Contribution Reconciliation overstock. Retail Contribution Total net revenue Cost of goods sold Gross profit Less: Sales and marketing expense Plus: Club Rewards and gift card breakage (included in Other expense, net)* Contribution Contribution margin Retail Contribution Total net revenue Cost of goods sold Gross profit Less: Sales and marketing expense Plus: Club Rewards and gift card breakage (included in Other expense, net)* Contribution Contribution margin $ $ $ $ Retail 362,625 $ 5,104 290,640 3,965 1,139 544 71,985 32,933 Mar-19 tZERO & Other 39,052 $ 10.8% Retail 477,683 387,252 90,431 93,747 595 11.7% Jun-18 tZERO & Other (3,316) $ (0.7%) 5,450 4,138 1,312 669 643 11.8% $ $ $ $ Total 367,729 294,605 73,124 33,477 39,647 $ 10.8% Total 483,133 391,390 91,743 94,416 $ (2,673) (0.6%) Retail Three months ended Dec-18 tZERO & Other 446,733 366,712 80,021 47,142 Retail 32,879 $ 7.4% $ 439,996 347,580 $ 92,416 73,917 $ 18,499 4.2% Three months ended Mar-18 tZERO & Other 5,815 4,256 1,559 395 $ $ 1,164 $ 20.0% $ 5,335 $ 3,882 1,453 3,297 (1,844) (34.6%) $ Total 452,548 370,968 81,580 47,537 34,043 7.5% Total 445,331 351,462 93,869 77,214 16,655 3.7% Retail $ 435,775 350,651 85,124 55,182 Retail $ 29,942 $ 6.9% $ 451,996 367,561 84,435 54,237 Sep-18 tZERO & Other 818 $ 31,016 6.9% $ $ 4,805 3,213 1,592 130 Dec-17 tZERO & Other $ 1,462 30.4% 4,294 2,931 1,363 284 1,079 25.1% $ 440,580 353,864 86,716 55,312 $ $ Total $ 31,404 7.1% Total 456,290 370,492 85,798 54,521 818 32,095 7.0% 41 *Effective January 1, 2018, we made a change in accounting principle to present Club O Rewards and gift card breakage in Partner and other revenue instead of Other expense, net on our consolidated statements of operations. This change impacts the presentation of Total net revenue, Gross profit and Other expense, net, but does not impact the calculation of contribution. Contribution and contribution margin are non-GAAP financial measures used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. You should review our financial statements and publicly-filed reports in their entirety and not rely on any single financial measure.#42overstock.

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