0001130713false00011307132025-02-242025-02-24

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

February 24, 2025
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)

433 W. Ascension Way, 3rd Floor
Murray, Utah 84123
(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 February 24, 2025, Beyond, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the three and twelve months ended December 31, 2024. A copy of the press release is furnished herewith as Exhibit 99.1. In connection with the release of financial results, the Company posted an updated presentation in the "Events & Presentation" portion of its investor relations website at https://investors.beyond.com.

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:February 24, 2025

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byonlogo.jpg

Beyond, Inc. Reports Fourth Quarter 2024 Financial Results with Sequential Material Improvements in Key Operating Metrics, Driving Towards our Goal of Profitability

— 50% improvement in Net Loss and 43% improvement in Adjusted EBITDA year-over-year, driven by exceeding our gross margin expansion and fixed cost reduction goals in our core business —

— Continued ramp of our Overstock brand, SKU/vendor refinement, pricing and discounting discipline within Bed Bath & Beyond banner, BuyBuyBaby acquisition and completion of material stake in Kirkland’s Home provides a clear path to our goal of growth and profitability —

MURRAY, Utah - February 24, 2025 - Beyond, Inc. (NYSE:BYON), owner of Bed Bath & Beyond and Overstock, today reported financial results for the fourth quarter and full year ended December 31, 2024.

Marcus Lemonis, Executive Chairman of Beyond, commented, “We are exceeding our previously announced targets of margin improvement and fixed cost reductions, improved site experience, and the elimination of poor performing SKUs/vendors, which are all leading to our primary goal of making money. We will continue to make calibrated decisions to reset the base of the company and build a profitable foundation.”

Lemonis added, “We are excited by the progress we have made since November 1st and are further encouraged by the sequential improvements that have continued through February. While there is still much work to do, we will continue to make the necessary difficult decisions, leverage technology innovation and utilize our resources and partnerships to create a solid foundation that we believe will deliver profitability and growth.”

Adrianne Lee, Chief Administrative and Financial Officer, commented, “Growing revenue is critical to our business, but it cannot come at the detriment of generating cash flow and delivering profitability. It’s vital for the company to re-establish the discipline we expect of profitable commerce, and the sequential improvement in gross margin and reduced fixed costs delivered in the fourth quarter was encouraging.”

Lee further added, “Fourth quarter Net loss was driven by almost $50 million of non-cash charges, primarily from non-core business activities, and $6 million of non-recurring items. Adjusted EBITDA loss of $28 million was a 43% improvement year-over year driven by a 380 basis point gross margin expansion, and we ended the year with a healthy cash and restricted cash balance of $186 million.”

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Fourth Quarter 2024 Results*
•Orders delivered of 1.7 million, a decrease of 34% year-over-year
•Active customers of 5.4 million, a decrease of 4% year-over-year
•Total net revenue of $303 million, a decrease of 21.1% year-over-year
•Gross profit of $70 million, or 23.0% of total net revenue
•Net loss of $81 million
•Diluted net loss per share of $1.66; Adjusted diluted net loss per share (non-GAAP) of $0.91
•Adjusted EBITDA (non-GAAP) of ($28) million, which represents (9.2)% of net revenue
•Cash, cash equivalents, and restricted cash totaled $186 million at the end of the fourth quarter

Full Year 2024 Results
•Total net revenue of $1.4 billion, a decrease of 10.6% year-over-year
•Gross profit of $290 million or 20.8% of total net revenue
•Net loss of $259 million
•Diluted net loss per share of $5.56; Adjusted diluted net loss per share (non-GAAP) of $3.84
•Adjusted EBITDA (non-GAAP) of ($144) million, which represents (10.3)% of net revenue
*Certain terms, such as orders delivered and active customers, are defined under "Supplemental Operational Data" below.

Earnings Webcast and Replay Information
Beyond will host a webcast to discuss its fourth quarter and full year 2024 financial results and its strategic vision, key initiatives, and provide business updates on Tuesday, February 25, 2025, at 8:30 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.

On February 24, 2025, in connection with the release of financial results, the Company posted an updated presentation in the “Events & Presentation” portion of its investor relations website at https://investors.beyond.com.

About Beyond
Beyond, Inc. (NYSE:BYON), based in Murray, 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 Bed Bath & Beyond, Overstock, Zulily and other related brands and websites. The Company regularly posts information and updates on its Newsroom and Investor Relations pages on its website, Beyond.com.


Contact Information

Investor Relations
ir@beyond.com
pr@beyond.com

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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, on Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on October 25, 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)
December 31,
2024		December 31,
2023
Assets  
Current assets:  
Cash and cash equivalents$159,169 $302,605 
Restricted cash26,924 144 
Accounts receivable, net15,847 19,420 
Inventories11,546 13,040 
Prepaids and other current assets14,021 14,864 
Total current assets227,507 350,073 
Property and equipment, net23,544 27,577 
Intangible assets, net30,246 25,254 
Goodwill6,160 6,160 
Equity securities78,186 155,873 
Operating lease right-of-use assets6,858 3,468 
Other long-term assets, net29,453 12,951 
Property and equipment, net held for sale— 54,462 
Total assets$401,954 $635,818 
Liabilities and Stockholders' Equity  
Current liabilities:  
Accounts payable$81,939 $106,070 
Accrued liabilities73,614 73,682 
Unearned revenue43,095 49,597 
Operating lease liabilities, current1,342 2,814 
Short-term debt, net24,871 — 
Current debt, net held for sale— 232 
Total current liabilities224,861 232,395 
Operating lease liabilities, non-current6,452 940 
Other long-term liabilities7,909 9,107 
Long-term debt, net held for sale— 34,244 
Total liabilities239,222 276,686 
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 - 59,560 and 51,770
  
Outstanding shares - 53,069 and 45,414
5 5 
Additional paid-in capital1,072,869 1,007,649 
Accumulated deficit(740,466)(481,671)
Accumulated other comprehensive loss— (506)
Treasury stock at cost - 6,491 and 6,356
(169,676)(166,345)
Total stockholders' equity162,732 359,132 
Total liabilities and stockholders' equity$401,954 $635,818 
4

Beyond, Inc.
Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
 Three months ended
December 31,		Year ended
December 31,
 2024202320242023
Net revenue$303,151 $384,458 $1,394,964 $1,561,122 
Cost of goods sold233,489 310,585 1,104,800 1,195,093 
Gross profit69,662 73,873 290,164 366,029 
Operating expenses    
Sales and marketing52,509 70,716 238,564 224,547 
Technology29,988 29,662 114,584 117,154 
General and administrative17,843 24,145 74,399 90,410 
Customer service and merchant fees12,212 13,912 53,586 52,023 
Total operating expenses112,552 138,435 481,133 484,134 
Operating loss(42,890)(64,562)(190,969)(118,105)
Interest income, net185 3,188 6,765 12,007 
Other expense, net(38,505)(33,231)(73,907)(160,024)
Loss before income taxes(81,210)(94,605)(258,111)(266,122)
Provision for income taxes49 66,388 684 41,720 
Net loss$(81,259)$(160,993)$(258,795)$(307,842)
Net loss per share of common stock:    
Basic$(1.66)$(3.55)$(5.56)$(6.81)
Diluted$(1.66)$(3.55)$(5.56)$(6.81)
Weighted average shares of common stock outstanding:
Basic49,048 45,360 46,542 45,214 
Diluted49,048 45,360 46,542 45,214 
5

Beyond, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Year ended
December 31,
 20242023
Cash flows from operating activities:  
Net loss$(258,795)$(307,842)
Adjustments to reconcile net loss to net cash used in operating activities:  
Depreciation and amortization19,062 19,447 
Non-cash operating lease cost3,451 4,737 
Stock-based compensation to employees and directors19,255 23,018 
Decrease in deferred tax assets, net283 41,349 
Gain on sale of intangible assets(10,275)— 
Gain on disposal of cryptocurrencies— (6,361)
Write-down of assets held for sale3,385 25,875 
Loss from equity method securities77,687 140,404 
Loss on debt securities carried at fair value2,430 — 
Other non-cash adjustments(14)(693)
Changes in operating assets and liabilities:  
Accounts receivable, net3,573 (1,727)
Inventories1,494 (6,514)
Prepaids and other current assets1,293 1,889 
Other long-term assets, net(2,175)(757)
Accounts payable(24,172)32,555 
Accrued liabilities(31)10,442 
Unearned revenue(6,502)5,117 
Operating lease liabilities(2,819)(5,094)
Other long-term liabilities(1,434)5,569 
Net cash used in operating activities(174,304)(18,586)
Cash flows from investing activities:  
Proceeds from the sale of intangible assets10,275 — 
Expenditures for property and equipment(14,315)(19,181)
Purchase of intangible assets(6,044)(25,816)
Proceeds from the sale of assets held for sale51,441 — 
Disbursement for notes receivable(17,000)(10,000)
Proceeds from the disposal of cryptocurrencies— 9,804 
Capital distribution from investment— 4 
Other investing activities, net569 559 
Net cash provided by (used in) investing activities24,926 (44,630)
Continued on the following page
6

Beyond, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Year ended
December 31,
20242023
Cash flows from financing activities:  
Payments of taxes withheld upon vesting of employee stock awards(3,331)(3,799)
Proceeds from short-term debt25,000 — 
Proceeds from sale of common stock, net of offering costs42,993 — 
Payments on long-term debt(34,782)(3,606)
Proceeds from employee stock purchase plan1,472 1,913 
Other financing activities, net1,370 — 
Net cash used in financing activities32,722 (5,492)
Net decrease in cash, cash equivalents, and restricted cash(116,656)(68,708)
Cash, cash equivalents, and restricted cash, beginning of period302,749 371,457 
Cash, cash equivalents, and restricted cash, end of period$186,093 $302,749 
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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
December 31,
20242023
Active customers5,415 5,612 
LTM net revenue per active customer$258 $278 
Orders delivered1,675 2,549 
Average order value$181 $151 
Orders per active customer1.37 1.41 

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.
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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
December 31,
 2024
Diluted EPSLess: loss on debt securities carried at fair value
Less: equity method income (loss)1
Adjusted Diluted EPS
Numerator:
Net loss$(81,259)$(2,430)$(34,282)$(44,547)
 
Denominator:
Weighted average shares of common stock outstanding—diluted49,048 49,048 49,048 49,048 
Net loss per share of common stock:
Diluted$(1.66)$(0.05)$(0.70)$(0.91)
1 Inclusive of estimated tax impact

 Year ended
December 31,
 2024
Diluted EPSLess: loss on debt securities carried at fair value
Less: equity method income (loss)1
Adjusted Diluted EPS
Numerator:
Net loss$(258,795)$(2,430)$(77,686)$(178,679)
 
Denominator:
Weighted average shares of common stock outstanding—diluted46,542 46,542 46,542 46,542 
Net loss per share of common stock:
Diluted$(5.56)$(0.05)$(1.67)$(3.84)
1 Inclusive of estimated tax impact
9


The following table reflects the reconciliation of adjusted EBITDA to net loss (in thousands):
Three months ended
December 31,		Year ended
December 31,
2024202320242023
Net loss$(81,259)$(160,993)$(258,795)$(307,842)
Depreciation and amortization6,323 4,626 19,062 19,447 
Stock-based compensation2,871 5,155 19,255 23,018 
Interest income, net(185)(3,188)(6,765)(12,007)
Other expense, net38,505 33,231 73,907 160,024 
Provision for income taxes49 66,388 684 41,720 
Special items (see table below)5,844 5,769 8,668 14,347 
Adjusted EBITDA$(27,852)$(49,012)$(143,984)$(61,293)
Special items:
Brand integration and related costs$284 $786 $658 $7,120 
Restructuring costs1
4,997 4,983 7,447 7,227 
Special legal charges and other563 — 563 — 
$5,844 $5,769 $8,668 $14,347 
1 Inclusive of certain severance and lease termination costs.

The following table reflects the reconciliation of free cash flow to net cash used in operating activities (in thousands):
Year ended
December 31,
20242023
Net cash used in operating activities$(174,304)$(18,586)
Expenditures for property and equipment(14,315)(19,181)
Free cash flow$(188,619)$(37,767)
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v3.25.0.1
Cover Page
Feb. 24, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 24, 2025
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 433 W. Ascension Way, 3rd Floor
Entity Address, City or Town Murray
Entity Address, State or Province UT
Entity Address, Postal Zip Code 84123
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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