0001130713false00011307132024-05-062024-05-06

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

May 6, 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 May 6, 2024, Beyond, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the three months ended March 31, 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)



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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:May 6, 2024

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beyondlogo_new2024a.jpg

Beyond, Inc. Reports First Quarter 2024 Financial Results
— Reported Revenue Growth on a Year-over-Year Basis —
— Delivered 2.2 Million Orders, Representing a 27% YoY Increase in Transaction Volume —
— Acquired Zulily, Doubling Down on Off-Priced Home and Lifestyle Business —
— Soft Launched Iconic Overstock Site 6 Months Ahead of Schedule; Early Growth is Promising —

MIDVALE, Utah - May 6, 2024 - Beyond, Inc. (NYSE:BYON), parent company of Overstock, Bed Bath & Beyond, Zulily, and other online retail brands designed to unlock your home’s potential, today reported financial results for the first quarter ended March 31, 2024.

“2024 has begun with a strong strategic focus on building a portfolio of profitable brands designed to drive high customer affinity and lifetime value,” said Marcus Lemonis, Executive Chairman of the Board. “We are now 120 days into this new era for the company, building a foundation that will cause the next ten years to look materially different from the last ten, while deepening my conviction in our vision: to become the ‘AAA of Home’ – offering solutions for everything within the four walls of your home and extending to the four corners of your property. That foundation consists of three powerful brands: Bed Bath & Beyond, Overstock, and now Zulily, and we believe each of them has the potential to become a billion-dollar-plus revenue brand in its own right. That foundation requires us to have the right team, the proper brand positioning, and the most efficient process to profitably grow.”

“During the first quarter we delivered 2.2 million transactions through Bed Bath & Beyond alone, crossing the 6 million active customer level for the first time in a non-COVID environment, successfully soft launched Overstock six months ahead of schedule, and brought on Salesforce to launch a world-class CRM platform and manage our customer journeys and records. We also acquired Zulily, a great strategic fit for our portfolio, and plan to relaunch the site later this year. Importantly, we’ve now clearly defined the brand identity and consumer value proposition for each brand, leaning into the white space of their historical core competencies and natural strengths,” Lemonis continued.

“We assembled a world-class team and believe we now have the right players on the field, having hired talent and expertise in the areas of the business where needed, including legacy Bed Bath and Zulily talent. As importantly, we aligned management incentives around our financial objectives, something that historically has not been in place and gives me great confidence in our ability to achieve long-term, sustainable success. The entire team is committed to our path forward and I believe we now have all the pieces in place to win,” Lemonis concluded.

“We’re pleased with the growth in active customers and transactions during the quarter,” said Adrianne Lee, Chief Financial and Administrative Officer. “However, in analyzing the profitability of that growth, we are making the strategic decision to focus on investments to launch these brands and acquire customers with a higher probability of repeat behavior. We will be investing prudently to build our brands for sustainable growth, not transient, transactional growth, and have stood up internal processes to enable our teams to evaluate decisions through the lens of investment return. We believe this will help drive our long-term success and improve shareholder returns.”

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“To that end, we are halfway through the plan outlined last quarter to reduce expenses by $45 million on an annualized basis and will aim to continue to eliminate unnecessary fixed costs and create a more variable cost structure. We believe these actions, in combination with soft launching Overstock and soon Zulily, will yield sequential improvements in our margin profile. As we move through the balance of the year we will continue investing in our foundation and refining the processes that we believe will enable profitable growth for the long term,” Lee concluded.

First Quarter 2024 Results*
•Orders delivered of 2.2 million, an increase of 27% year-over-year
•Active customers of 6.0 million, an increase of 26% year-over-year
•Total net revenue of $382 million, an increase of 0.3% year-over-year
•Gross profit of $74 million, or 19.5% of total net revenue
•Operating loss of $58 million
•Net loss of $74 million
•Diluted net loss per share of $1.62; Adjusted diluted net loss per share (non-GAAP) of $1.22
•Adjusted EBITDA (non-GAAP) of ($48) million, which represents (12.5)% of net revenue
•Cash and cash equivalents totaled $256 million at the end of the first quarter
*Certain terms, such as orders delivered and active customers, are defined under "Supplemental Operational Data" below.

Change in Presentation in the Income Statement
In the first quarter of fiscal 2024, Beyond changed the presentation for merchant fees associated with customer payments made by credit cards and other payment methods and customer service costs. Under the new presentation, Beyond includes such expenses in a separate line in operating expenses labeled, "Customer service and merchant fees", whereas previously, these expenses were included in Cost of goods sold.

Beyond concluded that such a change in presentation is preferable in the circumstances because the treatment of these costs as operating expenses is aligned with the changes in business and strategy. The change will also provide greater transparency in Beyond's external disclosures and related communications with the market.

This change in accounting policy has been applied retrospectively, and the unaudited consolidated statements of operations reflect the effect of this accounting principle change for all periods presented. This change in presentation had no impact on Loss before income taxes, Net loss, or Net loss per share of common stock basic or diluted. The consolidated balance sheets, consolidated statements of comprehensive loss, consolidated statements of changes in stockholders' equity, and consolidated statements of cash flows were not impacted by this accounting policy change.

The change in presentation to Beyond's unaudited consolidated statements of operations were as follows (in thousands):
Three months ended March 31, 2023
Previously reportedEffect of changeAs adjusted
Cost of goods sold$291,427 $(11,971)$279,456 
Gross profit89,713 11,971 101,684 
Customer service and merchant fees— 11,971 11,971 
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Earnings Webcast and Replay Information
Beyond will hold a conference call and webcast to discuss its first quarter 2024 financial results on Tuesday, May 7, 2024 at 8:30 a.m. ET. To access the live webcast, go to https://investors.beyond.com. To participate in the conference call via telephone, please register at the link available at https://investors.beyond.com/news-events/events-and-presentations. Registrants will receive dial-in information and a unique PIN to access the live call. Questions may be emailed in advance of the call to ir@beyond.com.

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

About Beyond
Beyond, Inc. (NYSE:BYON), based in Midvale, Utah, is an ecommerce expert with a singular focus: connecting consumers with products and services that unlock their homes’ potential. The Company owns Overstock, Bed Bath & Beyond, Baby & Beyond, Zulily, and other related brands and associated intellectual property. Its suite of online shopping brands features millions of products for various life stages that millions of customers visit each month. Beyond regularly posts information about the Company and other related matters on the Newsroom and Investor Relations pages on its website, Beyond.com.

Beyond, Bed Bath & Beyond, Welcome Rewards, Zulily, Overstock and Backyard are trademarks of Beyond, Inc. Other service marks, trademarks and trade names which may be referred to herein are the property of their respective owners.

Contact Information

Alexis Callahan, Vice President, Investor Relations & Public Relations
ir@beyond.com
pr@beyond.com


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Cautionary Note Regarding Forward-Looking Statements
This press release and the May 7, 2024 conference call and webcast to discuss our financial results may contain forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include without limitation all statements other than statements of historical fact, including forecasts of our growth, financial results, profitability, expected cost reductions, launch or relaunch of products, websites, or brands, trends, market conditions, the impact of our national marketing campaign, the potential value of our brands, and any of the timing thereof. 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, impacts from changing our company name, stock ticker symbol, or stock exchange, impacts from our use of the Overstock, Zulily, and Bed Bath & Beyond brands, our ability to generate positive cash flow, impacts from our evolving business practices and expanded product and service offerings, any problems with our infrastructure, including cyber-attacks 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, and whether our partnership with Pelion Venture Partners will achieve its objectives. More information about factors that could potentially affect our financial results are included in our Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 23, 2024, and in our subsequent filings with the SEC. The Forms 10-K 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.



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Beyond, Inc.
Consolidated Balance Sheets (Unaudited)
(in thousands, except per share data)
March 31,
2024		December 31,
2023
Assets  
Current assets:  
Cash and cash equivalents$256,323 $302,605 
Restricted cash171 144 
Accounts receivable, net23,087 19,420 
Inventories12,903 13,040 
Prepaids and other current assets12,960 14,864 
Total current assets305,444 350,073 
Property and equipment, net27,340 27,577 
Intangible assets, net31,081 25,254 
Goodwill6,160 6,160 
Equity securities137,421 155,873 
Operating lease right-of-use assets2,762 3,468 
Other long-term assets, net12,584 12,951 
Property and equipment, net held for sale54,466 54,462 
Total assets$577,258 $635,818 
Liabilities and Stockholders' Equity  
Current liabilities:  
Accounts payable$116,265 $106,070 
Accrued liabilities72,528 73,682 
Unearned revenue54,675 49,597 
Operating lease liabilities, current2,407 2,814 
Current debt, net held for sale— 232 
Total current liabilities245,875 232,395 
Operating lease liabilities, non-current582 940 
Other long-term liabilities8,847 9,107 
Long-term debt, net held for sale34,207 34,244 
Total liabilities289,511 276,686 
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 - 52,210 and 51,770
  
Outstanding shares - 45,733 and 45,414
5 5 
Additional paid-in capital1,013,360 1,007,649 
Accumulated deficit(555,599)(481,671)
Accumulated other comprehensive loss(502)(506)
Treasury stock at cost - 6,477 and 6,356
(169,517)(166,345)
Total stockholders' equity287,747 359,132 
Total liabilities and stockholders' equity$577,258 $635,818 
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Beyond, Inc.
Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
 Three months ended
March 31,
 20242023
Net revenue$382,281 $381,140 
Cost of goods sold307,922 279,456 
Gross profit74,359 101,684 
Operating expenses  
Sales and marketing67,906 47,048 
Technology29,581 30,546 
General and administrative20,454 20,483 
Customer service and merchant fees13,943 11,971 
Total operating expenses131,884 110,048 
Operating loss(57,525)(8,364)
Interest income, net2,717 2,559 
Other expense, net(18,791)(7,389)
Loss before income taxes(73,599)(13,194)
Provision (benefit) for income taxes329 (2,887)
Net loss$(73,928)$(10,307)
Net loss per share of common stock:  
Basic$(1.62)$(0.23)
Diluted$(1.62)$(0.23)
Weighted average shares of common stock outstanding:
Basic45,587 45,067 
Diluted45,587 45,067 
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Beyond, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Three months ended
March 31,
 20242023
Cash flows from operating activities:  
Net loss$(73,928)$(10,307)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:  
Depreciation and amortization3,960 5,985 
Non-cash operating lease cost831 1,266 
Stock-based compensation to employees and directors4,776 5,795 
(Increase) decrease in deferred tax assets, net69 (3,449)
Loss from equity method securities18,452 7,181 
Other non-cash adjustments(145)(102)
Changes in operating assets and liabilities:  
Accounts receivable, net(3,667)(4,378)
Inventories137 288 
Prepaids and other current assets2,297 1,109 
Other long-term assets, net135 (369)
Accounts payable10,059 10,220 
Accrued liabilities(1,412)5,377 
Unearned revenue5,078 2,643 
Operating lease liabilities(894)(1,352)
Other long-term liabilities(358)100 
Net cash (used in) provided by operating activities(34,610)20,007 
Cash flows from investing activities:  
Purchase of intangible assets(5,714)— 
Expenditures for property and equipment(3,422)(5,256)
Disbursement for notes receivable— (10,000)
Other investing activities, net10 425 
Net cash used in investing activities(9,126)(14,831)
Cash flows from financing activities:  
Payments of taxes withheld upon vesting of employee stock awards(3,172)(1,934)
Other financing activities, net653 229 
Net cash used in financing activities(2,519)(1,705)
Net decrease in cash, cash equivalents, and restricted cash(46,255)3,471 
Cash, cash equivalents, and restricted cash, beginning of period302,749 371,457 
Cash, cash equivalents, and restricted cash, end of period$256,494 $374,928 
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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
March 31,
20242023
Active customers6,041 4,795 
LTM net revenue per active customer$259 $370 
Orders delivered2,211 1,736 
Average order value$173 $220 
Orders per active customer1.41 1.57 

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 earnings (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 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 earnings (loss) per share is a non-GAAP financial measure that is calculated as net income (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 (loss) before calculating per share amounts for the current period presented provides a useful comparison between our operating results from period to period.

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Adjusted EBITDA is a non-GAAP financial measure that is calculated as income (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 loss per share to diluted loss per share (in thousands, except per share data):
 Three months ended
March 31,
 2024
Diluted EPS
Less: equity method income (loss)1
Adjusted Diluted EPS
Numerator:
Net loss$(73,928)$(18,452)$(55,476)
 
Denominator:
Weighted average shares of common stock outstanding—diluted45,587 45,587 45,587 
Net loss per share of common stock:
Diluted$(1.62)$(0.40)$(1.22)
1 Inclusive of estimated tax impact

The following table reflects the reconciliation of adjusted EBITDA to net loss (in thousands):
Three months ended
March 31,
20242023
Net loss$(73,928)$(10,307)
Depreciation and amortization3,960 5,985 
Stock-based compensation4,776 5,795 
Interest income, net(2,717)(2,559)
Other expense, net18,791 7,389 
Provision (benefit) for income taxes329 (2,887)
Special items (see table below)946 — 
Adjusted EBITDA$(47,843)$3,416 
Special items:
Brand integration and related costs$11 $— 
Restructuring costs1
935 — 
$946 $— 
1 Inclusive of certain severance and lease termination costs.
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The following table reflects the reconciliation of free cash flow to net cash (used in) provided by operating activities (in thousands):
Three months ended
March 31,
20242023
Net cash (used in) provided by operating activities$(34,610)$20,007 
Expenditures for property and equipment(3,422)(5,256)
Free cash flow$(38,032)$14,751 
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v3.24.1.u1
Cover Page
May 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 06, 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
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