byon-20250630

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 June 30, 2025


☐			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)

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)

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 ☒

57,405,976 shares of the registrant's common stock, par value $0.0001, were outstanding on July 25, 2025.

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BEYOND, INC.

TABLE OF CONTENTS TO QUARTERLY REPORT ON FORM 10-Q

For the Quarterly Period Ended June 30, 2025


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	5
	Consolidated Balance Sheets	5
	Consolidated Statements of Operations	6
	Consolidated Statements of Comprehensive Loss	7
	Consolidated Statements of Changes in Stockholders' Equity	8
	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	35

Item 3.	Defaults Upon Senior Securities	35

Item 4.	Mine Safety Disclosures	35

Item 5.	Other Information	35

Item 6.	Exhibits	36

Signatures		37

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SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and the information incorporated herein by reference, and our other public documents and statements our officers and representatives may make from time to time, contain forward-looking statements within the meaning of the federal securities laws. These statements are intended to be covered by the safe harbor provisions of these laws. You can find many of these statements by looking for words such as "may," "would," "could," "should," "will," "expect," "anticipate," "predict," "project," "potential," "continue," "contemplate," "seek," "assume," "believe," "intend," "plan," "forecast," "goal," "estimate," or other similar terms or expressions or the negative of these terms or expressions, although not all forward-looking statements contain these identifying terms or expressions.

These forward-looking statements involve known and unknown risks and uncertainties and relate to future events or our future financial or operating performance. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry and business, and on management's beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to assumptions, risks, uncertainties, and other important factors that are difficult to predict, and that actual results and outcomes may be materially different from the results, performance, achievements, or outcomes expressed or implied by any of our forward-looking statements for a variety of reasons, including among others:

•We depend on third-party companies to perform functions critical to our business, and any failure or increased cost on their part could have a material adverse effect on our business.

•We face intense competition and may not be able to compete successfully against existing or future competitors.

•We may not timely identify or effectively respond to consumer needs, expectations or trends, which could adversely affect our relationship with our customers, the demand for our products and services, and our market share.

•Our business depends on effective marketing, including marketing via email, search engine marketing, influencer marketing, and social media marketing. Our competitors have and may continue to cause us to increase our marketing costs and decrease certain other types of marketing, and have and may continue to outspend us on marketing or be more efficient in their spend.

•Economic factors, including recessions, other economic downturns, inflation, our exposure to the U.S. housing market, and decreases in consumer spending, have affected and could continue to adversely affect us.

•Trade policies or restrictions, import and export policies, tariffs, bans, or other measures or events and related macroeconomic effects.

•Our changing business model and use of the Overstock brand, Bed Bath & Beyond brand, buybuy BABY brand, and other brands of ours, could negatively impact our business.

•The changing job market, the changes in our leadership team, the change in our compensation approach, changing job structures, or any inability to attract, retain and engage key personnel could affect our ability to successfully grow our business.

•We rely upon paid and natural search engines to rank our product offerings, and our financial results may suffer if we are unable to maintain our prior rankings in natural searches.

•If we are not profitable and/or are unable to generate sufficient positive cash flow from operations, our ability to continue in business will depend on our ability to raise additional capital, obtain financing or monetize significant assets, and we may be unable to do so.

•Our business depends on the Internet, our infrastructure and transaction-processing systems, and catastrophic events could adversely affect our operating results.

•Compliance with ever-evolving federal, state, and foreign laws and other requirements relating to the handling of information about individuals necessitates significant expenditure and resources, and any failure by us, our vendors or our business partners to comply may result in significant liability, negative publicity, and/or an erosion of trust, which could materially adversely affect our business, results of operations, and financial condition.

•If we or our third-party providers experience cyberattacks or data security incidents, there may be damage to our brand and reputation, material financial penalties, and legal liability, which would materially adversely affect our business, results of operations, and financial condition.

•Failure to comply with, or changes in, laws, regulations and enforcement activities may adversely affect the products, services and markets in which we operate.

•From time to time we are subject to various legal proceedings which could adversely affect our business, financial condition or results of operations.

•Damage to our reputation or brand image could adversely affect our sales and results of operations.

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•If we do not successfully optimize and operate shipping operations or customer service operations, our business could be harmed.

•If we fail to effectively utilize technological advancements, including in artificial intelligence, our business and financial performance could be negatively impacted.

•Global conflict could negatively impact our business, results of operations, and financial condition.

•Product safety and quality concerns could have a material adverse impact on our revenue and profitability.

•We depend on our suppliers' and fulfillment partners' representations regarding product safety, content and quality, product compliance with various laws and regulations, including registration and/or reporting obligations, and for proper labeling of products.

•We have an evolving business model, which increases the complexity of our business.

•Investment in new business strategies, acquisitions, dispositions, partnerships, or other transactions could disrupt our ongoing business, present risks not originally contemplated and materially adversely affect our business, reputation, results of operations and financial condition.

In evaluating all forward-looking statements, you should specifically consider the risks outlined above and in this report and our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 25, 2025 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on April 29, 2025, especially under the headings "Special Cautionary Note Regarding Forward-Looking Statements," "Summary of Risk Factors," "Risk Factors," "Legal Proceedings," and "Management's Discussion and Analysis of Financial Condition and Results of Operations." These factors may cause our actual results and outcomes to differ materially from those contemplated by any forward-looking statement. Although we believe that our expectations reflected in the forward-looking statements are reasonable, we cannot guarantee or offer any assurance of future results, levels of activity, performance or achievements or other future events. Our forward-looking statements contained in this report speak only as of the date of this report and, except as required by law, we undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this report or any changes in our expectations or any change in any events, conditions or circumstances on which any of our forward-looking statements are based.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)


Beyond, Inc. Consolidated Balance Sheets (Unaudited) (in thousands, except per share data)
	June 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	120,553	$	159,169
Restricted cash	26,978		26,924

Accounts receivable, net of allowance for credit losses of $2,714 and $2,236	23,347		15,847

Inventories	8,410		11,546
Prepaids and other current assets	16,567		14,021
Total current assets	195,855		227,507
Property and equipment, net	16,461		23,544

Intangible assets, net	32,576		30,246
Goodwill	6,160		6,160
Equity securities, including securities measured at fair value of $24,067 and $21,640	71,619		78,186
Operating lease right-of-use assets	5,762		6,858
Other long-term assets, net	29,639		29,453

Total assets	$	358,072	$	401,954
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	111,414	$	81,939
Accrued liabilities	47,090		73,614
Unearned revenue	37,662		43,095
Operating lease liabilities, current	811		1,342
Short-term debt, net	18,461		24,871

Total current liabilities	215,438		224,861

Operating lease liabilities, non-current	6,095		6,452
Other long-term liabilities	5,334		7,909

Total liabilities	226,867		239,222
Commitments and contingencies (Note 9)



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 - 64,322 and 59,560
Outstanding shares - 57,405 and 53,069	6		5
Additional paid-in capital	1,102,079		1,072,869
Accumulated deficit	(799,691)		(740,466)

Treasury stock at cost - 6,917 and 6,491	(171,526)		(169,676)
Equity attributable to stockholders of Beyond, Inc.	130,868		162,732
Equity attributable to noncontrolling interests	337		—
Total stockholders' equity	131,205		162,732
Total liabilities and stockholders' equity	$	358,072	$	401,954

See accompanying notes to unaudited consolidated financial statements.

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Beyond, Inc.

Consolidated Statements of Operations (Unaudited)

(in thousands, except per share data)


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Net revenue	$	282,251	$	398,104	$	513,999	$	780,385
Cost of goods sold	215,282		317,936		388,898		625,858
Gross profit	66,969		80,168		125,101		154,527
Operating expenses
Sales and marketing	38,209		66,290		69,499		134,196
Technology	23,221		27,342		49,939		56,923
General and administrative	14,088		18,531		28,402		38,985
Customer service and merchant fees	9,331		15,006		18,688		28,949

Total operating expenses	84,849		127,169		166,528		259,053
Operating loss	(17,880)		(47,001)		(41,427)		(104,526)
Interest income, net	889		2,309		1,651		5,026
Other income (expense), net	(2,035)		2,231		(18,968)		(16,560)
Loss before income taxes	(19,026)		(42,461)		(58,744)		(116,060)
Provision for income taxes	287		117		481		446
Consolidated net loss	(19,313)		(42,578)		(59,225)		(116,506)
Less: Net loss attributable to noncontrolling interests	—		—		—		—
Net loss attributable to stockholders of Beyond, Inc.	$	(19,313)	$	(42,578)	$	(59,225)	$	(116,506)
Net loss per share of common stock:

Basic	$	(0.34)	$	(0.93)	$	(1.07)	$	(2.55)


Diluted	$	(0.34)	$	(0.93)	$	(1.07)	$	(2.55)

Weighted average shares of common stock outstanding:
Basic	57,503		45,742		55,593		45,665
Diluted	57,503		45,742		55,593		45,665

See accompanying notes to unaudited consolidated financial statements.

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Beyond, Inc.

Consolidated Statements of Comprehensive Loss (Unaudited)

(in thousands)


	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Consolidated net loss	$	(19,313)	$	(42,578)	$	(59,225)	$	(116,506)
Other comprehensive income
Unrealized gain on cash flow hedges, net of expense for taxes of $0, $0, $0, and $0	—		4		—		8
Other comprehensive income	—		4		—		8
Comprehensive loss	(19,313)		(42,574)		(59,225)		(116,498)
Less: Comprehensive loss attributable to noncontrolling interests	—		—		—		—
Comprehensive loss attributable to stockholders of Beyond, Inc.	$	(19,313)	$	(42,574)	$	(59,225)	$	(116,498)

See accompanying notes to unaudited consolidated financial statements.

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Beyond, Inc. Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (in thousands)
	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Equity attributable to stockholders of Beyond, Inc.
Shares of common stock issued
Balance at beginning of period	63,413		52,210		59,560		51,770
Common stock issued upon vesting of restricted stock	64		20		339		404
Common stock issued for ESPP purchases	—		—		91		56


Common stock sold through offerings	845		—		4,332		—

Balance at end of period	64,322		52,230		64,322		52,230
Shares of treasury stock
Balance at beginning of period	6,581		6,477		6,491		6,356

Repurchases of common stock	333		—		333		—
Tax withholding upon vesting of employee stock awards	3		3		93		124

Balance at end of period	6,917		6,480		6,917		6,480
Total shares of common stock outstanding	57,405		45,750		57,405		45,750
Common stock
Balance at beginning of period	$	6	$	5	$	5	$	5

Common stock sold through offerings	—		—		1		—
Balance at end of period	$	6	$	5	$	6	$	5























Additional paid-in capital
Balance at beginning of period	$	1,093,943	$	1,013,360	$	1,072,869	$	1,007,649
Stock-based compensation to employees and directors	3,386		5,259		4,480		10,035
Common stock issued for ESPP purchases	—		—		509		935

Common stock sold through offerings, net	4,750		—		24,221		—





Balance at end of period	$	1,102,079	$	1,018,619	$	1,102,079	$	1,018,619
Accumulated deficit
Balance at beginning of period	$	(780,378)	$	(555,599)	$	(740,466)	$	(481,671)

Net loss attributable to stockholders of Beyond, Inc.	(19,313)		(42,578)		(59,225)		(116,506)



Balance at end of period	$	(799,691)	$	(598,177)	$	(799,691)	$	(598,177)




Accumulated other comprehensive loss
Balance at beginning of period	$	—	$	(502)	$	—	$	(506)
Net other comprehensive income	—		4		—		8
Balance at end of period	$	—	$	(498)	$	—	$	(498)
Treasury stock
Balance at beginning of period	$	(170,203)	$	(169,517)	$	(169,676)	$	(166,345)
Repurchases of common stock	(1,311)		—		(1,311)		—
Tax withholding upon vesting of employee stock awards	(12)		(78)		(539)		(3,250)


Balance at end of period	$	(171,526)	$	(169,595)	$	(171,526)	$	(169,595)
Total equity attributable to stockholders of Beyond, Inc.	$	130,868	$	250,354	$	130,868	$	250,354

Continued on the following page

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Beyond, Inc. Consolidated Statements of Changes in Stockholders' Equity (Unaudited) (in thousands)
	Three months ended June 30,				Six months ended June 30,
	2025		2024		2025		2024
Equity attributable to noncontrolling interests
Balance at beginning of period	$	—	$	—	$	—	$	—
Proceeds from security token offering, net	337		—		337		—



Net loss attributable to noncontrolling interests	—		—		—		—



Total equity attributable to noncontrolling interests	$	337	$	—	$	337	$	—

Total stockholders' equity	$	131,205	$	250,354

SEC Form 10-Q filed by Beyond Inc.