Overstock Delays E-Commerce Business Sale, Deferring Cash for Crypto Ventures

Overstock has put off plans to sell its flagship retail business, delaying a large cash infusion that it was hoping to get for its portfolio of blockchain ventures.

The company had originally aimed to sell the e-commerce business by the end of February, but on a conference call to discuss fourth-quarter results Monday, CEO Patrick Byrne indicated it no longer had a firm timeline, telling shareholders:

“It’s like preparing a souffle, and a souffle is ready when it’s ready.”

Indeed, Byrne talked as if Overstock was expecting to hold on to its original business for a while, saying he expected “a year of explosive growth” for the retail unit, which will “spit out cash” while the company continues to build the blockchain ventures.

Byrne had previously hinted at this change in priorities in an interview last month with CoinDesk, when he said he was managing the retail business “as if I’m going to own it forever.”

Keeping the unit, for now, means Overstock will not become a pure-play blockchain company as soon as it previously envisioned. Jonathan Johnson, the president of Medici Ventures, the company’s blockchain investment arm, said last year that the sale of the retail business would leave Overstock with Medici, its assets and a “bag of cash.”

But in the risk factors section of its annual report with the Securities and Exchange Commission, released Monday in conjunction with quarterly results, Overstock warned that if it did sell the retail business at this stage, its revenues would shrink “to an insignificant amount,” adding:

“Our retail business is a relatively mature and predictable business compared to our Medici initiatives, which have a short history, minimal revenues, significant expenses, significant losses and significant uncertainties, and conduct business in a new and rapidly changing industry.”

Further, such a sale would make Overstock “a much smaller company,” the filing said.

Both tZERO and the retail business of Overstock posted pre-tax losses in Q4: $12.6 million and $27.7 million, respectively — and both net loss numbers were significantly higher than a year earlier.

Crypto trading at tZERO

Overstock also said Monday that tZERO, its security token trading platform, would add cryptocurrency trading in June, though it did not provide further details.

An executive on the conference call reiterated that Overstock is expecting tZERO to see a “spike” in volume in August when the regulatory lock-up period for the native TZEROP tokens expires and retail investors will be let onto the platform. So far, the trading volume has been low with the price of the token falling sharply during the first months of trading.

There are also some changes in the C-suite: tZERO has recruited an executive from its partner brokerage Dinosaur Financial Group, which is currently the sole broker-dealer supporting trading on the platform. Dinosaur’s former managing director Elliot Grossman has become CEO of retail business development at tZERO, the company announced.

tZERO’s alternative trading system (ATS) was launched January 25 only for the accredited investors that participated in tZERO Preferred (TZEROP) security token offering. So far only TZEROP is traded at the platform, though Byrne is expecting more companies to issue their tokens using tZERO’s tech. The first of them might be a mini-car manufacturer Elio Motors, Byrne earlier told CoinDesk.

The onboarding of a new token is expected by August, an executive said during Monday’s call, though he didn’t name the company.

SEC probe ongoing

The annual report from Overstock also disclosed that the SEC had sent a follow-up request for information in December about tZERO’s $250 million token sale, as part of a previously reported investigation by the regulator.

The filing warned that this ongoing probe, which began in February 2018, could be a drain on management resources.

“We are cooperating fully with the SEC in connection with its investigation, which will require the time and attention of tZERO and our personnel and may have an adverse effect on our ability to focus attention on our businesses and our ability to raise capital,” not to mention bad publicity, the filing said.

Despite such distractions, tZERO is also in the process of getting an in-house retail broker-dealer and partnering with another brokerage company, according to the presentation slides from the call. As announced earlier, a security token exchange for publicly traded companies called BSTX, in partnership with the Boston Options Exchange, is also due to launch later this year.

Byrne didn’t spend much time on the Monday call talking about the collapsed deal with the Chinese private equity GSR Capital that had been expected to invest around $404 million in Overstock and tZERO.

After the deadline for the deal expired on Feb. 28, Overstock disclosed that the deal hadn’t been completed, but a new memorandum of understanding had been signed with GSR and a third partner, the Singapore company Macara Capital, for a much smaller investment of $100 million.

Overstock is “really encouraged” about the partnership with Macara, an executive said during the call.

Summing up the current sentiment and plans for his company, Byrne said: