DISCONTINUED OPERATIONS

6 Months Ended

Jun. 30, 2022

Discontinued Operations and Disposal Groups [Abstract]

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