0001130713false00011307132024-10-242024-10-24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 24, 2024
Date of Report (date of earliest event reported)
Beyond, Inc.
(Exact name of Registrant as specified in its charter)
Delaware001-4185087-0634302
(State or other jurisdiction of(Commission File Number)(I.R.S. Employer
incorporation or organization)Identification Number)

799 W. Coliseum Way
Midvale, Utah 84047
(Address of principal executive offices)(Zip Code)
 
(801) 947-3100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.0001 par value per shareBYONNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02. Results of Operations and Financial Condition

On October 24, 2024, Beyond, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the three and nine months ended September 30, 2024. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Current Report on Form 8-K and in Exhibit 99.1 is furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as may expressly be set forth in any such filing by specific reference.

Item 9.01. Financial Statements and Exhibits

(d)    Exhibits.    
Exhibit NumberExhibit Description
99.1
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)



2

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
BEYOND, INC.
  
By:/s/ ADRIANNE B. LEE
 Adrianne B. Lee
 Chief Financial & Administrative Officer
Date:October 24, 2024

3

byonlogo.jpg

Beyond, Inc. Reports Third Quarter 2024 Financial Results
— Transforming its Asset-Light Ecommerce Retail Business into an Ecommerce and Affinity Data Monetization Model with a Strong Technology Focus —

MIDVALE, Utah - October 24, 2024 - Beyond, Inc. (NYSE:BYON), an asset-light ecommerce and affinity data monetization company offering a comprehensive array of products and services that enable its customers to unlock their home’s potential, today reported financial results for the third quarter ended September 30, 2024.

“We delivered sequential improvement in gross margin and continued to recognize the benefits of our cost reduction actions, ultimately delivering against our commitment to improve adjusted EBITDA,” said Adrianne Lee, Chief Financial and Administrative Officer. “We recently announced the sale of our headquarters, which is expected to close in the fourth quarter, and announced a $20 million annualized reduction in staff-related expenses as we drive towards profitability and continue create a more variable and leverageable cost structure to support our evolving business needs. All in, we expect to have reduced our fixed expense base by an annualized $65 million heading into 2025.”

“We are focused on driving specific actions to strengthen our core asset-light ecommerce business and transforming Beyond to an affinity marketing model,” said Dave Nielsen, President. “In our core business, we have identified four key areas of improvement: 1) marketing efficiency, 2) sales growth, 3) margin, and 4) expense management. As we continue to transform and build out our model, we intend to monetize data through our enhanced CRM and database capabilities, stand up a global loyalty program across both our owned and partnered brands, and leverage our IP through a variety of global licensing partnerships.”

“We are in the process of transforming our asset-light business into an affinity and data monetization model with a strong technology focus, comprised of a collection of brands offered on a comprehensive platform from which customers can unlock value within the four walls of their home and four corners of their property,” said Marcus Lemonis, Executive Chairman. “We are still in the early innings of creating a robust data cooperative that will serve as the affinity and loyalty program foundation, and having recently announced partnerships with both The Container Store and Kirkland’s Home, we are well on our way. What we are ultimately building at Beyond is intended to leverage the combined strengths of all involved parties, driving improved financial performance and shareholder value.”



Third Quarter 2024 Results*
•Orders delivered of 1.6 million, a decrease of 19% year-over-year
•Active customers of 6.0 million, an increase of 21% year-over-year
•Total net revenue of $311 million, a decrease of 16.6% year-over-year
•Gross profit of $66 million, or 21.2% of total net revenue
•Net loss of $61 million
•Diluted net loss per share of $1.33; Adjusted diluted net loss per share (non-GAAP) of $0.96
•Adjusted EBITDA (non-GAAP) of ($32) million, which represents (10.2)% of net revenue
•Cash and cash equivalents totaled $140 million at the end of the third quarter
*Certain terms, such as orders delivered and active customers, are defined under "Supplemental Operational Data" below.

1

Earnings Webcast and Replay Information
Beyond will host a webcast to discuss its third quarter 2024 financial results and its strategic vision, key initiatives, and provide business updates today, Thursday, October 24, 2024, at 11:00 a.m. ET. To access the live webcast, visit https://investors.beyond.com. Questions may be emailed in advance of the call to ir@beyond.com.

A replay of the webcast will be available at https://investors.beyond.com shortly after the live event has ended.

About Beyond
Beyond, Inc. (NYSE:BYON), based in Midvale, Utah, is an ecommerce focused affinity company that owns or has ownership interests in various retail brands, offering a comprehensive array of products and services that enable its customers to unlock their homes’ potential through its vast data cooperative. The Company currently owns Overstock, Bed Bath & Beyond, Baby & Beyond, and Zulily, and regularly posts information and updates on its Newsroom and Investor Relations pages of its website, Beyond.com.


Contact Information

Alexis Callahan, VP of IR & PR
ir@beyond.com
pr@beyond.com

2

Cautionary Note Regarding Forward-Looking Statements
This press release and webcast to discuss our financial results and strategy may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to statements regarding our quarterly earnings reporting, forecasts of our growth, business strategy, improved conversion, marketing, and customer retention, planned expense reductions, value and monetization of our intellectual property, future strategic ventures, global loyalty program, improved financial performance, increased shareholder value, and the timing of any of the foregoing. 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. These forward-looking statements are inherently difficult to predict. Actual results could differ materially for a variety of known and unknown risks, uncertainties, and other important factors including but not limited to, difficulties we may have with our fulfillment partners, supply chain, access to products, shipping costs, insurance, competition, macroeconomic changes, attraction/retention of employees, search engine optimization results, and/or payment processors. Other risks and uncertainties include, among others, risks arising from changes to our organizational structure, management, workforce or compensation structure, impacts from changing our company name, impacts from our use of the Overstock, Zulily, and Bed Bath & Beyond brands or the platforms on which they are offered, our ability to generate positive cash flow, impacts from our evolving business practices, including strategic ventures, and expanded product and service offerings, impacts from directly sourced products, any problems with our infrastructure, including re-location or third-party maintenance of our computer and communication hardware, cyberattacks, data loss or data breaches affecting us, adverse tax, regulatory or legal developments, any restrictions on tracking technologies, any failure to effectively utilize technological advancements or protect our intellectual property, negative economic consequences of global conflict, politics including the presidential election, and whether our partnership with Pelion Venture Partners will achieve its objectives. Additional information regarding factors that could materially affect results and the accuracy of the forward-looking statements contained herein may be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 23, 2024, on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on July 31, 2024, and in our subsequent filings with the SEC. The Forms 10-K, 10-Q, and our subsequent filings with the SEC 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.



3

Beyond, Inc.
Consolidated Balance Sheets (Unaudited)
(in thousands, except per share data)
September 30,
2024		December 31,
2023
Assets  
Current assets:  
Cash and cash equivalents$140,371 $302,605 
Restricted cash1,126 144 
Accounts receivable, net15,027 19,420 
Inventories11,058 13,040 
Prepaids and other current assets15,500 14,864 
Total current assets183,082 350,073 
Property and equipment, net27,211 27,577 
Intangible assets, net30,509 25,254 
Goodwill6,160 6,160 
Equity securities112,468 155,873 
Operating lease right-of-use assets1,957 3,468 
Other long-term assets, net13,928 12,951 
Property and equipment, net held for sale53,023 54,462 
Total assets$428,338 $635,818 
Liabilities and Stockholders' Equity  
Current liabilities:  
Accounts payable$87,962 $106,070 
Accrued liabilities54,321 73,682 
Unearned revenue44,949 49,597 
Operating lease liabilities, current1,807 2,814 
Current debt, net held for sale— 232 
Total current liabilities189,039 232,395 
Operating lease liabilities, non-current355 940 
Other long-term liabilities8,519 9,107 
Long-term debt, net held for sale34,232 34,244 
Total liabilities232,145 276,686 
Stockholders' equity:  
Preferred stock, $0.0001 par value, authorized shares - 5,000, issued and outstanding - none
— — 
Common stock, $0.0001 par value, authorized shares - 100,000
  
Issued shares - 52,299 and 51,770
  
Outstanding shares - 45,817 and 45,414
5 5 
Additional paid-in capital1,025,505 1,007,649 
Accumulated deficit(659,207)(481,671)
Accumulated other comprehensive loss(494)(506)
Treasury stock at cost - 6,482 and 6,356
(169,616)(166,345)
Total stockholders' equity196,193 359,132 
Total liabilities and stockholders' equity$428,338 $635,818 
4

Beyond, Inc.
Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
 Three months ended
September 30,		Nine months ended
September 30,
 2024202320242023
Net revenue$311,428 $373,313 $1,091,813 $1,176,664 
Cost of goods sold245,453 290,410 871,311 884,508 
Gross profit65,975 82,903 220,502 292,156 
Operating expenses    
Sales and marketing51,859 57,541 186,055 153,831 
Technology27,673 29,240 84,596 87,492 
General and administrative17,571 24,109 56,556 66,265 
Customer service and merchant fees12,425 12,943 41,374 38,111 
Total operating expenses109,528 123,833 368,581 345,699 
Operating loss(43,553)(40,930)(148,079)(53,543)
Interest income, net1,554 3,201 6,580 8,819 
Other expense, net(18,842)(38,731)(35,402)(126,793)
Loss before income taxes(60,841)(76,460)(176,901)(171,517)
Provision (benefit) for income taxes189 (13,411)635 (24,668)
Net loss$(61,030)$(63,049)$(177,536)$(146,849)
Net loss per share of common stock:    
Basic$(1.33)$(1.39)$(3.88)$(3.25)
Diluted$(1.33)$(1.39)$(3.88)$(3.25)
Weighted average shares of common stock outstanding:
Basic45,771 45,225 45,700 45,164 
Diluted45,771 45,225 45,700 45,164 
5

Beyond, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Nine months ended
September 30,
 20242023
Cash flows from operating activities:  
Net loss$(177,536)$(146,849)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:  
Depreciation and amortization12,739 14,821 
Non-cash operating lease cost2,155 3,858 
Stock-based compensation to employees and directors16,384 17,863 
(Increase) decrease in deferred tax assets, net184 (25,010)
Gain on sale of intangible assets(10,250)— 
Write-down of assets held for sale1,648 — 
Loss from equity method securities43,405 126,966 
Other non-cash adjustments(400)(532)
Changes in operating assets and liabilities:  
Accounts receivable, net4,393 (1,887)
Inventories1,982 (4,993)
Prepaids and other current assets(438)490 
Other long-term assets, net(1,335)(1,195)
Accounts payable(18,554)11,749 
Accrued liabilities(19,372)9,171 
Unearned revenue(4,648)2,970 
Operating lease liabilities(2,168)(4,170)
Other long-term liabilities(814)5,879 
Net cash (used in) provided by operating activities(152,625)9,131 
Cash flows from investing activities:  
Proceeds from the sale of intangible assets10,250 — 
Expenditures for property and equipment(11,329)(16,543)
Purchase of intangible assets(6,033)(25,782)
Disbursement for notes receivable— (10,000)
Capital distribution from investment— — 
Other investing activities, net566 566 
Net cash used in investing activities(6,546)(51,759)
Cash flows from financing activities:  
Payments of taxes withheld upon vesting of employee stock awards(3,271)(2,581)
Other financing activities, net1,190 (775)
Net cash used in financing activities(2,081)(3,356)
Net decrease in cash, cash equivalents, and restricted cash(161,252)(45,984)
Cash, cash equivalents, and restricted cash, beginning of period302,749 371,457 
Cash, cash equivalents, and restricted cash, end of period$141,497 $325,473 
6

Supplemental Operational Data
We measure our business using operational metrics, in addition to the financial metrics shown above and the non-GAAP financial measures explained below. We believe these metrics provide investors with additional information regarding our financial results and provide key performance indicators to track our progress. These indicators include changes in customer order patterns and the mix of products purchased by our customers.

Active customers represent the total number of unique customers who have made at least one purchase during the prior twelve-month period. This metric captures both the inflow of new customers and the outflow of existing customers who have not made a purchase during the prior twelve-month period.

Last twelve months (LTM) net revenue per active customer represents total net revenue in a twelve-month period divided by the total number of active customers for the same twelve-month period.

Orders delivered represents the total number of orders delivered in any given period, including orders that may eventually be returned. As we ship a large volume of packages through multiple carriers, actual delivery dates may not always be available, and in those circumstances, we estimate delivery dates based on historical data.

Average order value is defined as total net revenue in any given period divided by the total number of orders delivered in that period.

Orders per active customer is defined as orders delivered in a twelve-month period divided by active customers for the same twelve-month period.

The following table provides our key operating metrics:
(in thousands, except for LTM net revenue per active customer, average order value and orders per active customer)
Three months ended
September 30,
20242023
Active customers5,961 4,907 
LTM net revenue per active customer$248 $322 
Orders delivered1,569 1,945 
Average order value$199 $192 
Orders per active customer1.39 1.48 

Non-GAAP Financial Measures and Reconciliations
We are providing certain non-GAAP financial measures in this release and related earnings conference call, including adjusted diluted net loss per share, adjusted EBITDA, and free cash flow. We use these non-GAAP measures internally in analyzing our financial results and we believe they are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance and, in the case of free cash flow, our liquidity position, in the same manner as our management and board of directors. We have provided reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures in this earnings release. These non-GAAP financial measures should be used in addition to and in conjunction with the results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures.

Adjusted diluted net loss per share is a non-GAAP financial measure that is calculated as net income (net loss) less the income or losses recognized from our equity method securities, net of related tax. We believe that this adjustment to our net income (net loss) before calculating per share amounts for the current period presented provides a useful comparison between our operating results from period to period.
7


Adjusted EBITDA is a non-GAAP financial measure that is calculated as net income (net loss) before depreciation and amortization, stock-based compensation, interest and other income (expense), provision (benefit) for income taxes, and special items. We believe the exclusion of certain benefits and expenses in calculating adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis. Exclusion of items in the non-GAAP presentation should not be construed as an inference that these items are unusual, infrequent or non-recurring.

Free cash flow is a non-GAAP financial measure that is calculated as net cash provided by or used in operating activities reduced by expenditures for property and equipment. We believe free cash flow is a useful measure to evaluate the cash impact of the operations of the business including purchases of property and equipment which are a necessary component of our ongoing operations.

The following tables reflects the reconciliation of adjusted diluted net loss per share to diluted net loss per share (in thousands, except per share data):
 Three months ended
September 30,
 2024
Diluted EPS
Less: equity method income (loss)1
Adjusted Diluted EPS
Numerator:
Net loss$(61,030)$(17,199)$(43,831)
 
Denominator:
Weighted average shares of common stock outstanding—diluted45,771 45,771 45,771 
Net loss per share of common stock:
Diluted$(1.33)$(0.37)$(0.96)
1 Inclusive of estimated tax impact

The following table reflects the reconciliation of adjusted EBITDA to net loss (in thousands):
Three months ended
September 30,		Nine months ended
September 30,
2024202320242023
Net loss$(61,030)$(63,049)$(177,536)$(146,849)
Depreciation and amortization4,384 4,320 12,739 14,821 
Stock-based compensation6,349 5,798 16,384 17,863 
Interest income, net(1,554)(3,201)(6,580)(8,819)
Other expense, net18,842 38,731 35,402 126,793 
Provision (benefit) for income taxes189 (13,411)635 (24,668)
Special items (see table below)907 6,881 2,824 8,578 
Adjusted EBITDA$(31,913)$(23,931)$(116,132)$(12,281)
Special items:
Brand integration and related costs$171 $5,248 $374 $6,334 
Restructuring costs1
736 1,633 2,450 2,244 
$907 $6,881 $2,824 $8,578 
1 Inclusive of certain severance and lease termination costs.
8


The following table reflects the reconciliation of free cash flow to net cash (used in) provided by operating activities (in thousands):
Nine months ended
September 30,
20242023
Net cash (used in) provided by operating activities$(152,625)$9,131 
Expenditures for property and equipment(11,329)(16,543)
Free cash flow$(163,954)$(7,412)
9
v3.24.3
Cover Page
Oct. 24, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Oct. 24, 2024
Entity Registrant Name Beyond, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-41850
Entity Tax Identification Number 87-0634302
Entity Address, Address Line One 799 W. 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
Written Communications false
Soliciting Material false
Title of 12(b) Security Common Stock, $0.0001 par value per share
Trading Symbol BYON
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001130713
Amendment Flag false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Beyond (NYSE:BYON)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more Beyond Charts.
Beyond (NYSE:BYON)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more Beyond Charts.