byon-20240331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-41850

BEYOND, INC.

(Exact name of registrant as specified in its charter)

Delaware

87-0634302

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

799 West Coliseum Way

Midvale

Utah

84047

(Address of principal executive offices)

(Zip Code)

(801) 947-3100

(Registrant's telephone number, including area code)

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

BYON

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

45,738,120 shares of the registrant's common stock, par value $0.0001, are outstanding on May 3, 2024.


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	5
	Consolidated Balance Sheets	5
	Consolidated Statements of Operations	7
	Consolidated Statements of Comprehensive Loss	8
	Consolidated Statements of Changes in Stockholders' Equity	9
	Consolidated Statements of Cash Flows	10
	Notes to Unaudited Consolidated Financial Statements	11

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

Item 4.	Controls and Procedures	33

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3.	Defaults Upon Senior Securities	34

Item 4.	Mine Safety Disclosures	34

Item 5.	Other Information	34

Item 6.	Exhibits	35

Signature		36


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 cash	171		144

Accounts receivable, net of allowance for credit losses of $1,381 and $1,298	23,087		19,420

Inventories	12,903		13,040
Prepaids and other current assets	12,960		14,864
Total current assets	305,444		350,073
Property and equipment, net	27,340		27,577

Intangible assets, net	31,081		25,254
Goodwill	6,160		6,160
Equity securities, including securities measured at fair value of $32,328 and $41,046	137,421		155,873
Operating lease right-of-use assets	2,762		3,468
Other long-term assets, net	12,584		12,951
Property and equipment, net held for sale	54,466		54,462
Total assets	$	577,258	$	635,818
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	116,265	$	106,070
Accrued liabilities	72,528		73,682
Unearned revenue	54,675		49,597
Operating lease liabilities, current	2,407		2,814

Current debt, net held for sale	—		232
Total current liabilities	245,875		232,395

Operating lease liabilities, non-current	582		940
Other long-term liabilities	8,847		9,107
Long-term debt, net held for sale	34,207		34,244
Total liabilities	289,511		276,686
Commitments and contingencies (Note 10)

Continued on the following page See accompanying notes to unaudited consolidated financial statements.


	Three months ended March 31,
	2024		2023
Net revenue	$	382,281	$	381,140
Cost of goods sold	307,922		279,456
Gross profit	74,359		101,684
Operating expenses
Sales and marketing	67,906		47,048
Technology	29,581		30,546
General and administrative	20,454		20,483
Customer service and merchant fees	13,943		11,971

Total operating expenses	131,884		110,048
Operating loss	(57,525)		(8,364)
Interest income, net	2,717		2,559
Other expense, net	(18,791)		(7,389)
Loss before income taxes	(73,599)		(13,194)
Provision (benefit) for income taxes	329		(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:
Basic	45,587		45,067
Diluted	45,587		45,067


Beyond, Inc. Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (in thousands)
	Three months ended March 31,
	2024		2023
Equity attributable to stockholders of Beyond, Inc.
Shares of common stock issued
Balance at beginning of period	51,770		51,102
Common stock issued upon vesting of restricted stock	384		268
Common stock issued for ESPP purchases	56		68




Balance at end of period	52,210		51,438
Shares of treasury stock
Balance at beginning of period	6,356		6,151


Tax withholding upon vesting of employee stock awards	121		96

Balance at end of period	6,477		6,247
Total shares of common stock outstanding	45,733		45,191





Common stock	$	5	$	5
















Preferred stock	$	—	$	—





Additional paid-in capital
Balance at beginning of period	$	1,007,649	$	982,718
Stock-based compensation to employees and directors	4,776		5,795
Common stock issued for ESPP purchases	935		1,121







Balance at end of period	$	1,013,360	$	989,634
Accumulated deficit
Balance at beginning of period	$	(481,671)	$	(173,829)

Net loss	(73,928)		(10,307)



Balance at end of period	$	(555,599)	$	(184,136)




Accumulated other comprehensive loss
Balance at beginning of period	$	(506)	$	(522)
Net other comprehensive income	4		4
Balance at end of period	$	(502)	$	(518)
Treasury stock
Balance at beginning of period	$	(166,345)	$	(162,546)

Tax withholding upon vesting of employee stock awards	(3,172)		(1,934)


Balance at end of period	$	(169,517)	$	(164,480)














Total stockholders' equity	$	287,747	$	640,505


	Three months ended March 31, 2023
	Previously reported		Effect of change		As adjusted
Cost of goods sold	$	291,427	$	(11,971)	$	279,456
Gross profit	89,713		11,971		101,684
Customer service and merchant fees	—		11,971		11,971


	Fair Value Measurements at March 31, 2024
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents—Money market funds	$	199,279	$	199,279	$	—	$	—
Equity securities, at fair value	32,328		—		—		32,328
Available-for-sale debt securities (1)	10,608		—		—		10,608
Trading securities held in a "rabbi trust" (1)	519		519		—		—
Total assets	$	242,734	$	199,798	$	—	$	42,936
Liabilities:

Deferred compensation accrual "rabbi trust" (2)	$	537	$	537	$	—	$	—
Total liabilities	$	537	$	537	$	—	$	—


	Fair Value Measurements at December 31, 2023
	Total		Level 1		Level 2		Level 3
Assets:
Cash equivalents—Money market funds	$	246,425	$	246,425	$	—	$	—
Equity securities, at fair value	41,046		—		—		41,046
Available-for-sale debt securities (1)	10,484		—		—		10,484
Trading securities held in a "rabbi trust" (1)	496		496		—		—
Total assets	$	298,451	$	246,921	$	—	$	51,530
Liabilities:

Deferred compensation accrual "rabbi trust" (2)	$	513	$	513	$	—	$	—
Total liabilities	$	513	$	513	$	—	$	—


	Amount
Level 3 investments at December 31, 2022	$	82,787
Increase due to purchases of Level 3 investments	10,000
Decrease in fair value of Level 3 investments	(41,741)
Accrued interest on Level 3 investments	484
Level 3 investments at December 31, 2023	51,530

Decrease in fair value of Level 3 investments	(8,718)
Accrued interest on Level 3 investments	124
Level 3 investments at March 31, 2024	$	42,936


	March 31, 2024		December 31, 2023
Computer hardware and software, including internal-use software and website development	$	252,673	$	249,208


Furniture and equipment	10,912		10,919


Leasehold improvements	1,770		1,795

	265,355		261,922
Less: accumulated depreciation	(238,015)		(234,345)
Total property and equipment, net	$	27,340	$	27,577


	March 31, 2024		December 31, 2023
Intangible assets subject to amortization, gross (1)	$	6,047	$	5,331
Less: accumulated amortization of intangible assets	(2,351)		(2,114)
Intangible assets subject to amortization, net	3,696		3,217
Intangible assets not subject to amortization	27,385		22,037
Total intangible assets, net	$	31,081	$	25,254


			Ownership interest
Medici Ventures, L.P.			99%
tZERO Group, Inc.			28%
SpeedRoute, LLC			49%


	March 31, 2024		December 31, 2023
Weighted-average remaining lease term—operating leases	1.42 years		1.57 years
Weighted-average discount rate—operating leases	7	%	7	%


Payments due by period	Amount
2024 (Remainder)	$	2,175
2025	689
2026	250
2027	83


Total lease payments	3,197
Less interest	208
Present value of lease liabilities	$	2,989


	Three months ended March 31, 2024
	Units	Weighted Average Grant Date Fair Value
Outstanding—beginning of year	984	$	29.60
Granted at fair value	1,162	24.32
Vested	(384)	33.29
Forfeited	(59)	26.15
Outstanding—end of period


	March 31, 2024		December 31, 2023
Equity securities accounted for under the equity method under ASC 323	$	105,093	$	114,827
Equity securities accounted for under the equity method under the fair value option	32,328		41,046

Total equity securities	$	137,421	$	155,873

SEC Form 10-Q filed by Beyond Inc.