Form 8-K - Current report

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

July 29, 2024

Date of Report (date of earliest event reported)

Beyond, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-41850

87-0634302

(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 class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	BYON	New 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 July 29, 2024, Beyond, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the three and six months ended June 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 Number						Exhibit Description
99.1						Press Release issued July 29, 2024
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)

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:			July 29, 2024

Beyond, Inc. Reports Second Quarter 2024 Financial Results

— Improves Gross Margin, Increases Average Order Value, and Reduces Fixed Costs —

— Delivers 25% Sequential Adjusted EBITDA Improvement —

MIDVALE, Utah - July 29, 2024 - Beyond, Inc. (NYSE:BYON), owner of Overstock, Bed Bath & Beyond, Zulily, and other online retail brands designed to unlock your family's and home’s potential, today reported financial results for the second quarter ended June 30, 2024.

“During the second quarter we delivered on our commitments as we increased our active customer base while improving average order value,” said Dave Nielsen, President of Beyond, Inc. “We believe that further calibration of our operating systems, technology, and data analytics, specifically customized to each of our three brands, will yield efficiencies and ultimately the growth and results I expect.”

“On a sequential basis, we improved our gross margin profile and continued to reduce our fixed cost base, ultimately delivering a material improvement in adjusted EBITDA,” said Adrianne Lee, Chief Financial and Administrative Officer of Beyond, Inc. “We are now more than two-thirds of the way through our plan of reducing fixed expenses by $45 million on an annualized basis. We made meaningful progress during the second quarter and expect our financial performance to improve across the balance of the year.”

“We have made significant progress in the past 150 days and will continue to execute on our plan to achieve growth and profitability,” said Marcus Lemonis, Executive Chairman of Beyond, Inc. “We are building each of our brands to leverage their legacy strengths while leaning into vast white space, which will allow us to incrementally monetize these assets. We intend to utilize our intellectual property, vendor relationships, and technology platforms to generate significant capital returns through strategic and financially accretive partnerships and joint ventures.”

Second Quarter 2024 Results*


•			Orders delivered of 1.9 million, an increase of 8% year-over-year
•			Active customers of 6.2 million, an increase of 35% year-over-year
•			Total net revenue of $398 million, a decrease of 5.7% year-over-year
•			Gross profit of $80 million, or 20.1% of total net revenue

•			Net loss of $43 million
•			Diluted net loss per share of $0.93; Adjusted diluted net loss per share (non-GAAP) of $0.76

•			Adjusted EBITDA (non-GAAP) of ($36) million, which represents (9.1)% of net revenue

•			Cash and cash equivalents totaled $186 million at the end of the second quarter

*Certain terms, such as orders delivered and active customers, are defined under "Supplemental Operational Data" below.

Earnings Webcast and Replay Information

Beyond will hold a conference call and webcast to discuss its second quarter 2024 financial results on Tuesday, July 30, 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 families' and 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

Cautionary Note Regarding Forward-Looking Statements

This press release and the July 30, 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, path to profitability, plan to reduce fixed expenses, refinement of systems, technology, and data analytics, financial results or performance for the year or any other time period, trends, macroeconomic and market conditions, the potential value of our brands and our monetization of their intellectual property and systems, our intention to generate capital returns through strategic and financially accretive partnerships and joint ventures, 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, or compensation structure, impacts from changing our company name, 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, changes to mix of supplier sourced versus directly sourced products, any problems with our infrastructure, including re-location or third-party maintenance of our computer and communication hardware, cyberattacks 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, 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, in our Form 10-Q for the quarter ended March 31, 2024, which was filed with the SEC on May 8, 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.


Beyond, Inc. Consolidated Balance Sheets (Unaudited) (in thousands, except per share data)
	June 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	186,174	$	302,605
Restricted cash	168		144

Accounts receivable, net	18,694		19,420

Inventories	12,099		13,040
Prepaids and other current assets	15,071		14,864

Total current assets	232,206		350,073
Property and equipment, net	27,864		27,577

Intangible assets, net	30,918		25,254
Goodwill	6,160		6,160
Equity securities	129,667		155,873
Operating lease right-of-use assets	2,950		3,468
Other long-term assets, net	12,551		12,951
Property and equipment, net held for sale	54,466		54,462
Total assets	$	496,782	$	635,818
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	91,210	$	106,070
Accrued liabilities	61,306		73,682
Unearned revenue	47,806		49,597
Operating lease liabilities, current	2,723		2,814

Current debt, net held for sale	—		232
Total current liabilities	203,045		232,395

Operating lease liabilities, non-current	425		940
Other long-term liabilities	8,738		9,107
Long-term debt, net held for sale	34,220		34,244
Total liabilities	246,428		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 - 52,230 and 51,770
Outstanding shares - 45,750 and 45,414	5		5
Additional paid-in capital	1,018,619		1,007,649
Accumulated deficit	(598,177)		(481,671)
Accumulated other comprehensive loss	(498)		(506)
Treasury stock at cost - 6,480 and 6,356	(169,595)		(166,345)


Total stockholders' equity	250,354		359,132
Total liabilities and stockholders' equity	$	496,782	$	635,818


Beyond, Inc. Consolidated Statements of Operations (Unaudited) (in thousands, except per share data)
	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023

Net revenue	$	398,104	$	422,211	$	780,385	$	803,351
Cost of goods sold	317,936		314,642		625,858		594,098
Gross profit	80,168		107,569		154,527		209,253
Operating expenses
Sales and marketing	66,290		49,242		134,196		96,290
Technology	27,342		27,706		56,923		58,252
General and administrative	18,531		21,673		38,985		42,156
Customer service and merchant fees	15,006		13,197		28,949		25,168

Total operating expenses	127,169		111,818		259,053		221,866
Operating loss	(47,001)		(4,249)		(104,526)		(12,613)
Interest income, net	2,309		3,059		5,026		5,618
Other income (expense), net	2,231		(80,673)		(16,560)		(88,062)
Loss before income taxes	(42,461)		(81,863)		(116,060)		(95,057)
Provision (benefit) for income taxes	117		(8,370)		446		(11,257)


Net loss	$	(42,578)	$	(73,493)	$	(116,506)	$	(83,800)


Net loss per share of common stock:



Basic	$	(0.93)	$	(1.63)	$	(2.55)	$	(1.86)



Diluted	$	(0.93)	$	(1.63)	$	(2.55)	$	(1.86)
Weighted average shares of common stock outstanding:
Basic	45,742		45,200		45,665		45,134
Diluted	45,742		45,200		45,665		45,134


Beyond, Inc. Consolidated Statements of Cash Flows (Unaudited) (in thousands)
	Six months ended June 30,
	2024		2023
Cash flows from operating activities:
Net loss	$	(116,506)	$	(83,800)

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	8,355		10,501


Non-cash operating lease cost	1,491		2,554
Stock-based compensation to employees and directors	10,035		12,065

(Increase) decrease in deferred tax assets, net	175		(11,502)


Gain on sale of intangible assets	(10,250)		—




Loss from equity method securities	26,206		87,820




Other non-cash adjustments	(260)		(186)
Changes in operating assets and liabilities:
Accounts receivable, net	726		(1,429)
Inventories	941		213
Prepaids and other current assets	(182)		(907)
Other long-term assets, net	132		(1,537)
Accounts payable	(14,897)		11,992
Accrued liabilities	(12,537)		(3,369)
Unearned revenue	(1,791)		(1,101)
Operating lease liabilities	(1,575)		(2,779)
Other long-term liabilities	(565)		237


Net cash (used in) provided by operating activities	(110,502)		18,772
Cash flows from investing activities:
Proceeds from the sale of intangible assets	10,250		—
Expenditures for property and equipment	(7,951)		(12,048)
Purchase of intangible assets	(6,160)		(22,832)





Disbursement for notes receivable	—		(10,000)


Other investing activities, net	553		445


Net cash used in investing activities	(3,308)		(44,435)




Cash flows from financing activities:



Payments of taxes withheld upon vesting of employee stock awards	(3,250)		(2,054)










Other financing activities, net	653		(664)


Net cash used in financing activities	(2,597)		(2,718)
Net decrease in cash, cash equivalents, and restricted cash	(116,407)		(28,381)
Cash, cash equivalents, and restricted cash, beginning of period	302,749		371,457


Cash, cash equivalents, and restricted cash, end of period	$	186,342	$	343,076

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 June 30,
	2024		2023
Active customers	6,221		4,621
LTM net revenue per active customer	$	247	$	361
Orders delivered	1,949		1,803
Average order value	$	204	$	234
Orders per active customer	1.39		1.56

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.

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 June 30,
	2024
	Diluted EPS		Less: equity method income (loss)1		Adjusted Diluted EPS
Numerator:





Net loss	$	(42,578)	$	(7,753)	$	(34,825)






Denominator:



Weighted average shares of common stock outstanding—diluted	45,742		45,742		45,742

Net loss per share of common stock:

Diluted	$	(0.93)	$	(0.17)	$	(0.76)

1 Inclusive of estimated tax impact

The following table reflects the reconciliation of adjusted EBITDA to net loss (in thousands):


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023

Net loss	$	(42,578)	$	(73,493)	$	(116,506)	$	(83,800)
Depreciation and amortization	4,395		4,516		8,355		10,501
Stock-based compensation	5,259		6,270		10,035		12,065
Interest income, net	(2,309)		(3,059)		(5,026)		(5,618)
Other (income) expense, net	(2,231)		80,673		16,560		88,062
Provision (benefit) for income taxes	117		(8,370)		446		(11,257)
Special items (see table below)	971		1,697		1,917		1,697
Adjusted EBITDA	$	(36,376)	$	8,234	$	(84,219)	$	11,650

Special items:
Brand integration and related costs	$	192	$	1,086	$	203	$	1,086
Restructuring costs1	779		611		1,714		611



	$	971	$	1,697	$	1,917	$	1,697

1 Inclusive of certain severance and lease termination costs.

The following table reflects the reconciliation of free cash flow to net cash (used in) provided by operating activities (in thousands):


	Six months ended June 30,
	2024		2023
Net cash (used in) provided by operating activities	$	(110,502)	$	18,772
Expenditures for property and equipment	(7,951)		(12,048)
Free cash flow	$	(118,453)	$	6,724

Cover Page	Jul. 29, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 29, 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