Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 26, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-41850 | |
Entity Registrant Name | BEYOND, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 87-0634302 | |
Entity Address, Address Line One | 799 West 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 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | BYON | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 45,750,676 | |
Entity Central Index Key | 0001130713 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 186,174 | $ 302,605 |
Restricted cash | 168 | 144 |
Accounts receivable, net of allowance for credit losses of $1,414 and $1,298 | 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, including securities measured at fair value of $32,328 and $41,046 | 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 |
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 | 0 | 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 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value, authorized shares - 5,000, issued and outstanding - none | 0 | 0 |
Common stock, $0.0001 par value, authorized shares - 100,000 | 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 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for credit loss | $ 1,414 | $ 1,298 |
Equity securities at fair value | $ 32,328 | $ 41,046 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 52,230,000 | 51,770,000 |
Common stock, shares outstanding (in shares) | 45,750,000 | 45,414,000 |
Treasury stock (in shares) | 6,480,000 | 6,356,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
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 attributable to stockholders of Overstock.com, Inc. | $ (42,578) | $ (73,493) | $ (116,506) | $ (83,800) |
Net loss per share of common stock: | ||||
Basic (in dollars per share) | $ (0.93) | $ (1.63) | $ (2.55) | $ (1.86) |
Diluted (in dollars per share) | $ (0.93) | $ (1.63) | $ (2.55) | $ (1.86) |
Denominator: | ||||
Basic (in shares) | 45,742,000 | 45,200,000 | 45,665,000 | 45,134,000 |
Diluted (in shares) | 45,742,000 | 45,200,000 | 45,665,000 | 45,134,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (42,578) | $ (73,493) | $ (116,506) | $ (83,800) |
Other comprehensive income | ||||
Unrealized gain on cash flow hedges, net of expense for taxes of $0, $0, $0, and $0 | 4 | 4 | 8 | 8 |
Other comprehensive income | 4 | 4 | 8 | 8 |
Comprehensive income (loss) attributable to stockholders of Overstock.com, Inc. | $ (42,574) | $ (73,489) | $ (116,498) | $ (83,792) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized gain on cash flow hedges, tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common stock | Preferred stock | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive loss | Treasury stock |
Beginning balance (in shares) at Dec. 31, 2022 | 51,102 | 6,151 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Common stock issued upon vesting of restricted stock | 285 | ||||||
Common stock issued for ESPP purchases | 68 | ||||||
Tax withholding upon vesting of employee stock awards | 102 | ||||||
Ending balance (in shares) at Jun. 30, 2023 | 51,455 | 6,253 | |||||
Ending balance at Jun. 30, 2023 | $ 5 | ||||||
Beginning balance at Dec. 31, 2022 | $ 5 | ||||||
Beginning balance at Dec. 31, 2022 | $ 982,718 | $ (173,829) | $ (522) | $ (162,546) | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Stock-based compensation to employees and directors | 12,065 | ||||||
Common stock issued for ESPP purchases | 1,121 | ||||||
Net loss | $ (83,800) | (83,800) | |||||
Net other comprehensive income | 8 | 8 | |||||
Tax withholding upon vesting of employee stock awards | 2,054 | ||||||
Ending balance at Jun. 30, 2023 | 573,166 | 995,904 | (257,629) | (514) | $ (164,600) | ||
Beginning balance (in shares) at Mar. 31, 2023 | 51,438 | 6,247 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Common stock issued upon vesting of restricted stock | 17 | ||||||
Common stock issued for ESPP purchases | 0 | ||||||
Tax withholding upon vesting of employee stock awards | 6 | ||||||
Ending balance (in shares) at Jun. 30, 2023 | 51,455 | 6,253 | |||||
Ending balance at Jun. 30, 2023 | $ 5 | ||||||
Beginning balance at Mar. 31, 2023 | 989,634 | (184,136) | (518) | $ (164,480) | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Stock-based compensation to employees and directors | 6,270 | ||||||
Common stock issued for ESPP purchases | 0 | ||||||
Net loss | (73,493) | (73,493) | |||||
Net other comprehensive income | 4 | 4 | |||||
Tax withholding upon vesting of employee stock awards | 120 | ||||||
Ending balance at Jun. 30, 2023 | $ 573,166 | 995,904 | (257,629) | (514) | $ (164,600) | ||
Increase (Decrease) in Stockholders' Equity | |||||||
Common stock, shares outstanding (in shares) | 45,202 | ||||||
Preferred stock, $0.0001 par value, authorized shares - 5,000, issued and outstanding - none | $ 0 | ||||||
Common stock, shares outstanding (in shares) | 45,414 | ||||||
Preferred stock, $0.0001 par value, authorized shares - 5,000, issued and outstanding - none | $ 0 | ||||||
Beginning balance (in shares) at Dec. 31, 2023 | 51,770 | 6,356 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Common stock issued upon vesting of restricted stock | 404 | ||||||
Common stock issued for ESPP purchases | 56 | ||||||
Tax withholding upon vesting of employee stock awards | 124 | ||||||
Ending balance (in shares) at Jun. 30, 2024 | 52,230 | 6,480 | |||||
Ending balance at Jun. 30, 2024 | $ 5 | ||||||
Beginning balance at Dec. 31, 2023 | $ 5 | ||||||
Beginning balance at Dec. 31, 2023 | 359,132 | 1,007,649 | (481,671) | (506) | $ (166,345) | ||
Increase (Decrease) in Stockholders' Equity | |||||||
Stock-based compensation to employees and directors | 10,035 | ||||||
Common stock issued for ESPP purchases | 935 | ||||||
Net loss | (116,506) | (116,506) | |||||
Net other comprehensive income | 8 | 8 | |||||
Tax withholding upon vesting of employee stock awards | 3,250 | ||||||
Ending balance at Jun. 30, 2024 | 250,354 | 1,018,619 | (598,177) | (498) | $ (169,595) | ||
Beginning balance (in shares) at Mar. 31, 2024 | 52,210 | 6,477 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Common stock issued upon vesting of restricted stock | 20 | ||||||
Common stock issued for ESPP purchases | 0 | ||||||
Tax withholding upon vesting of employee stock awards | 3 | ||||||
Ending balance (in shares) at Jun. 30, 2024 | 52,230 | 6,480 | |||||
Ending balance at Jun. 30, 2024 | $ 5 | ||||||
Beginning balance at Mar. 31, 2024 | 1,013,360 | (555,599) | (502) | $ (169,517) | |||
Increase (Decrease) in Stockholders' Equity | |||||||
Stock-based compensation to employees and directors | 5,259 | ||||||
Common stock issued for ESPP purchases | 0 | ||||||
Net loss | (42,578) | (42,578) | |||||
Net other comprehensive income | 4 | 4 | |||||
Tax withholding upon vesting of employee stock awards | 78 | ||||||
Ending balance at Jun. 30, 2024 | $ 250,354 | $ 1,018,619 | $ (598,177) | $ (498) | $ (169,595) | ||
Increase (Decrease) in Stockholders' Equity | |||||||
Common stock, shares outstanding (in shares) | 45,750 | 45,750 | |||||
Preferred stock, $0.0001 par value, authorized shares - 5,000, issued and outstanding - none | $ 0 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 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 income taxes, net | 175 | (11,502) |
Gain on sale of intangible assets | (10,250) | 0 |
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 | 0 |
Expenditures for property and equipment | (7,951) | (12,048) |
Purchase of intangible assets | (6,160) | (22,832) |
Disbursement for notes receivable | 0 | (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 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | 1. DESCRIPTION OF BUSINESS Beyond, Inc. is an ecommerce expert with a singular focus: connecting consumers with products and services that unlock their families' and homes' potential. As the owner of Bed Bath & Beyond, Overstock, Zulily, and other related brands and associated intellectual property, our suite of online shopping brands features millions of products for various life stages that millions of customers visit each month. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation We have prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been omitted in accordance with the rules and regulations of the SEC. These financial statements should be read in conjunction with our audited annual consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes to our significant accounting policies disclosed in Note 2—Accounting Policies and Supplemental Disclosures, included in Part II, Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 2023, except as disclosed below. The accompanying unaudited consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries and reflect all adjustments, consisting only of normal recurring adjustments, which are, in our opinion, necessary for a fair presentation of results for the interim periods presented. All intercompany account balances and transactions have been eliminated in consolidation. The results of operations for the three and six months ended June 30, 2024, are not necessarily indicative of the results to be expected for any future period or the full fiscal year, due to seasonality and other factors. Use of estimates The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in our consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, receivables valuation, revenue recognition, loyalty program reward point and gift card breakage, sales returns, inventory valuation, asset useful lives, equity and debt securities valuation, income taxes, stock-based compensation, performance-based compensation, self-funded health insurance liabilities, and contingencies. Although these estimates are based on our best knowledge of current events and actions that we may undertake in the future, our accounting of these estimates may change from period to period. To the extent there are differences between these estimates and actual results, our consolidated financial statements may be materially affected. Change in presentation in the income statement In the first quarter of fiscal 2024, the Company 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, the Company 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. The Company 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 the Company'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 the Company's unaudited consolidated statements of operations were as follows (in thousands): Three months ended June 30, 2023 Six months ended June 30, 2023 Previously reported Effect of change As adjusted Previously reported Effect of change As adjusted Cost of goods sold $ 327,839 $ (13,197) $ 314,642 $ 619,266 $ (25,168) $ 594,098 Gross profit 94,372 13,197 107,569 184,085 25,168 209,253 Customer service and merchant fees — 13,197 13,197 — 25,168 25,168 Recently issued accounting standards In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires public entities to disclose information about their reportable segments' significant expenses and other segment items on an interim and annual basis. For public entities, ASU 2023-07 is required to be adopted for annual periods beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this ASU on our consolidated financial statements and related disclosures. This ASU will likely result in us including the additional required disclosures when adopted. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to disclose disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. For public entities, ASU 2023-09 is required to be adopted for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this ASU on our consolidated financial statements and related disclosures. This ASU will likely result in us including the additional required disclosures when adopted. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | 3. FAIR VALUE MEASUREMENT The following tables summarize our assets and liabilities measured at fair value on a recurring basis using the following levels of inputs (in thousands): Fair Value Measurements at June 30, 2024 Total Level 1 Level 2 Level 3 Assets: Cash equivalents—Money market funds $ 146,760 $ 146,760 $ — $ — Equity securities, at fair value 32,328 — — 32,328 Available-for-sale debt securities (1) 10,733 — — 10,733 Trading securities held in a "rabbi trust" (1) 1 1 — — Total assets $ 189,822 $ 146,761 $ — $ 43,061 Liabilities: Deferred compensation accrual "rabbi trust" (2) $ 535 $ 535 $ — $ — Total liabilities $ 535 $ 535 $ — $ — 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 $ — $ — ___________________________________________ (1) Included in Prepaids and other current assets and Other long-term assets, net in the consolidated balance sheets. (2) Included in Accrued liabilities in the consolidated balance sheets. The following table provides activity for our Level 3 investments (in thousands): 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 249 Level 3 investments at June 30, 2024 $ 43,061 |
ASSET HELD FOR SALE
ASSET HELD FOR SALE | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
ASSETS HELD FOR SALE | 4. ASSETS HELD FOR SALE In December 2023, the Company committed to a plan to sell its corporate headquarters and associated building loan on the corporate headquarters (the disposal group). Management has selected a broker to actively market and sell its corporate headquarters. The corporate headquarters and related assets and liabilities met the criteria to be classified as held for sale as of June 30, 2024 and December 31, 2023 and are presented separately on our consolidated balance sheets. As of June 30, 2024, the corporate headquarters is being actively marketed to sell and is expected to sell within one year. |
PROPERTY AND EQUIPMENT, NET
PROPERTY AND EQUIPMENT, NET | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment, Net [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 5. PROPERTY AND EQUIPMENT, NET Property and equipment, net (excluding assets held for sale) consist of the following (in thousands): June 30, December 31, Computer hardware and software, including internal-use software and website development $ 256,950 $ 249,208 Furniture and equipment 10,864 10,919 Leasehold improvements 1,765 1,795 269,579 261,922 Less: accumulated depreciation (241,715) (234,345) Total property and equipment, net $ 27,864 $ 27,577 Capitalized costs associated with internal-use software and website development, both developed internally and acquired externally, and depreciation of costs for the same periods associated with internal-use software and website development consist of the following (in thousands): Three months ended Six months ended 2024 2023 2024 2023 Capitalized internal-use software and website development $ 4,576 $ 4,234 $ 7,960 $ 6,281 Depreciation of internal-use software and website development 2,066 1,645 4,016 4,715 Depreciation expense is classified within the corresponding operating expense categories on our consolidated statements of operations as follows (in thousands): Three months ended Six months ended 2024 2023 2024 2023 Cost of goods sold $ 98 $ 206 $ 196 $ 440 Technology 3,930 3,286 7,447 7,990 General and administrative 103 1,021 211 2,063 Total depreciation $ 4,131 $ 4,513 $ 7,854 $ 10,493 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 6 Months Ended |
Jun. 30, 2024 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
INTANGIBLE ASSETS, NET | 6. INTANGIBLE ASSETS, NET On March 6, 2024, we entered into an Intellectual Property Asset Purchase Agreement with Zulily ABC, LLC ("Zulily") to acquire certain intellectual property related to the Zulily brand. The aggregate purchase price, inclusive of direct acquisition-related expenses totaled $4.9 million which has been allocated to two major asset categories consisting of $4.1 million, for trade names with an indefinite useful life and $716,000 for customer lists with an estimated useful life of five years. On March 31, 2024, we entered into an Asset Purchase Agreement with Indo Count Global, Inc. to sell certain intellectual property related to the Wamsutta brand which was acquired as part of our purchase of the Bed Bath & Beyond brand in June 2023, for a total sales price of $10.3 million in cash plus the assumption of certain liabilities. On April 18, 2024, we closed the transaction and received the $10.3 million cash proceeds. For the three and six months ended June 30, 2024, we recognized the entire $10.3 million as a gain on the sale which is included in Other income (expense), net in our consolidated statements of operations. Intangible assets, net consist of the following (in thousands): June 30, December 31, Intangible assets subject to amortization, gross (1) $ 6,148 $ 5,331 Less: accumulated amortization of intangible assets (2,615) (2,114) Intangible assets subject to amortization, net 3,533 3,217 Intangible assets not subject to amortization 27,385 22,037 Total intangible assets, net $ 30,918 $ 25,254 ___________________________________________ (1) At June 30, 2024, the weighted average remaining useful life for intangible assets subject to amortization, gross was 4.1 years. |
EQUITY SECURITIES
EQUITY SECURITIES | 6 Months Ended |
Jun. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
EQUITY SECURITIES | 7. EQUITY SECURITIES Equity securities consist of the following (in thousands): June 30, December 31, Equity securities accounted for under the equity method under ASC 323 $ 97,339 $ 114,827 Equity securities accounted for under the equity method under the fair value option 32,328 41,046 Total equity securities $ 129,667 $ 155,873 Our equity securities accounted for under the equity method under ASC 323 include equity securities in which we can exercise significant influence, but not control, over these entities through holding more than a 20% voting interest in the entity. The following table includes our equity securities accounted for under the equity method (ASC 323) and related ownership interest as of June 30, 2024: Ownership Medici Ventures, L.P. 99% tZERO Group, Inc. 28% SpeedRoute, LLC 49% The carrying amount of our equity method securities was $129.7 million at June 30, 2024, which is included in Equity securities on our consolidated balance sheets, of which $32.3 million was valued under the fair value option (tZERO and SpeedRoute). For our investments in Medici Ventures, L.P., tZERO, and SpeedRoute there was no difference in the carrying amount of the assets and liabilities and our maximum exposure to loss, and there was no difference between the carrying amount of our investment in Medici Ventures, L.P., and the amount of underlying equity we have in the entity's net assets. The following table summarizes the net loss recognized on equity method securities recorded in Other income (expense), net in our consolidated statements of operations (in thousands): Three months ended Six months ended 2024 2023 2024 2023 Net loss recognized on our proportionate share of the net assets of our equity method securities $ (7,754) $ (36,237) $ (17,488) $ (43,418) Decrease in fair value of equity method securities held under fair value option — (44,402) (8,718) (44,402) Regulation S-X Rule 10-01(b)(1) In accordance with Rule 10-01(b)(1) of Regulation S-X, which applies to interim reports on Form 10-Q, the Company must determine if its equity method investees are considered "significant subsidiaries". Summarized income statement information of an equity method investee is required in an interim report if the significance criteria are met as defined under SEC guidance. For the period ended June 30, 2024, none of our equity method investees met the significance criteria. The following is the unaudited summarized financial information for those equity method securities that met the significance criteria for the period ended June 30, 2023 (in thousands): Three months ended Six months ended Results of Operations Revenues $ 266 $ 764 Pre-tax loss (3,088) (8,295) Net loss (3,111) (8,435) |
BORROWINGS
BORROWINGS | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
BORROWINGS | 8. BORROWINGS In March 2020, we entered into two loan agreements. The loan agreements provide a $34.5 million Senior Note, carrying interest at an annual rate of 4.242%, and a $13.0 million Mezzanine Note, carrying interest at an annual rate of 5.002%. The loans carry a blended annual interest rate of 4.45%. The Senior Note is for a 10-year term (stated maturity date is March 6, 2030) and requires interest only payments, with the principal amount and any then unpaid interest due and payable at the end of the 10-year term. The Mezzanine Note has a stated 10-year term, though the agreement requires principal and interest payments monthly over approximately a 46-month payment period. Our debt issuance costs and debt discount are amortized using the straight-line basis which approximates the effective interest method. In January 2024, we repaid the entire outstanding balance under the Mezzanine Note. As of June 30, 2024, the total outstanding debt on the Senior Note was $34.2 million, net of $281,000 in capitalized debt issuance costs. Our total outstanding debt on the Senior Note is classified as held-for-sale and included in Long-term debt, net held for sale on our consolidated balance sheets. See Note 4—Assets Held for Sale for further information. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
LEASES | 9. LEASES We have operating leases for a warehouse, office space, and data centers. Our leases have remaining lease terms of one year to three years, some of which may include options to extend the leases perpetually, and some of which may include options to terminate the leases within one year. Variable lease costs include executory costs, such as taxes, insurance, and maintenance. The components of lease expenses were as follows (in thousands): Three months ended Six months ended 2024 2023 2024 2023 Operating lease cost $ 677 $ 1,492 $ 1,559 $ 2,898 Variable lease cost 163 383 431 747 The following table provides a summary of other information related to leases (in thousands): Six months ended 2024 2023 Cash payments included in operating cash flows from lease arrangements $ 1,657 $ 3,023 The following table provides supplemental balance sheet information related to leases: June 30, December 31, Weighted-average remaining lease term—operating leases 1.25 years 1.57 years Weighted-average discount rate—operating leases 5 % 7 % Maturity of lease liabilities under our non-cancellable operating leases as of June 30, 2024, are as follows (in thousands): Payments due by period Amount 2024 (Remainder) $ 1,448 2025 1,540 2026 250 2027 83 Total lease payments 3,321 Less interest 173 Present value of lease liabilities $ 3,148 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES Legal proceedings and contingencies From time to time, we are involved in litigation concerning consumer protection, employment, intellectual property, claims under the securities laws, and other commercial matters related to the conduct and operation of our business and the sale of products on our websites. In connection with such litigation, we have been in the past and we may be in the future subject to significant damages. In some instances, other parties may have contractual indemnification obligations to us. However, such contractual obligations may prove unenforceable or non-collectible, and if we cannot enforce or collect on indemnification obligations, we may bear the full responsibility for damages, fees, and costs resulting from such litigation. We may also be subject to penalties and equitable remedies that could force us to alter important business practices. Such litigation could be costly and time consuming and could divert or distract our management and key personnel from our business operations. Due to the uncertainty of litigation and depending on the amount and the timing, an unfavorable resolution of some or all of such matters could materially affect our business, results of operations, financial position, or cash flows. The nature of the loss contingencies relating to claims that have been asserted against us are described below. As previously disclosed, in October 2019, we received a subpoena from the SEC requiring us to produce documents and other information related to the Series A-1 Preferred stock dividend we announced to stockholders in June 2019 and requesting copies of trading plans ("10b5-1 plans") intended to comply with Rule 10b5-1 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") entered into by certain officers and directors. In December 2019, we received a subpoena from the SEC requesting our insider trading policies and certain employment and consulting agreements. We also received requests from the SEC for our communications with our former Chief Executive Officer and Director, Patrick Byrne, and the matters referenced in the December 2019 subpoenas. In January 2021, we received a subpoena from the SEC requesting information regarding our retail guidance in 2019 and certain communications with current and former executives, board members, and investors. We have continued to receive requests from the SEC related to the matters referenced in the December 2019 subpoenas. We continue to cooperate with the SEC on these matters. On September 27, 2019, a purported securities class action lawsuit was filed against us and our former Chief Executive Officer and former Chief Financial Officer in the United States District Court of Utah, alleging violations under Section 10(b), Rule 10b-5, Section 20(a), and Section 20A of the Exchange Act. On October 8, 2019, October 17, 2019, October 31, 2019, and November 20, 2019, four similar lawsuits were filed in the same court also naming us and the above referenced former executives as defendants, bringing similar claims under the Exchange Act, and seeking similar relief. These cases were consolidated into a single lawsuit in December 2019. The Court appointed The Mangrove Partners Master Fund Ltd. as lead plaintiff in January 2020. In March 2020, an amended consolidated complaint was filed against us, our former Overstock President (now current President of Beyond, Inc.), our former Chief Executive Officer, and our former Chief Financial Officer. We filed a motion to dismiss and, on September 28, 2020, the court granted our motion and entered judgment in our favor. The plaintiffs filed a motion to amend their complaint on October 23, 2020. The United States District Court of Utah granted the plaintiffs' motion to amend their complaint on January 6, 2021. The plaintiffs filed their amended complaint on January 11, 2021. We filed a motion to dismiss plaintiffs' amended complaint, and on September 20, 2021, the court granted our motion and entered judgment in our favor. On October 18, 2021, the plaintiffs filed a Notice of Appeal, appealing the ruling of the district court to the United States Court of Appeals for the Tenth Circuit. We are awaiting a ruling from the Tenth Circuit that heard oral argument on the appeal on February 9, 2023. No estimates of the possible losses or range of losses can be made at this time. We intend to continue to vigorously defend this consolidated action. On November 22, 2019, a shareholder derivative suit was filed against us and certain past and present directors and officers of ours in the United States District Court for the District of Delaware, with allegations that include: (i) breach of fiduciary duties, (ii) unjust enrichment, (iii) insider selling and misappropriation of the Company's information, and (iv) contribution under Sections 10(b) and 21D of the Exchange Act. On December 17, 2019, a similar lawsuit was filed in the same court, naming the same defendants, bringing similar claims, and seeking similar relief. These cases were consolidated into a single lawsuit in January 2020. In March 2020, the court entered a stay on litigation, pending the outcome of the securities class action motion to dismiss. The case remains stayed pending the outcome of the plaintiffs' appeal to the Tenth Circuit in the securities class action mentioned above. No estimates of the possible losses or range of losses can be made at this time. We intend to vigorously defend these actions. We establish liabilities when a particular contingency is probable and estimable which are included in Accrued liabilities on our consolidated balance sheets. At June 30, 2024 and December 31, 2023, our established liabilities were not material. |
INDEMNIFICATIONS AND GUARANTEES
INDEMNIFICATIONS AND GUARANTEES | 6 Months Ended |
Jun. 30, 2024 | |
Guarantees and Product Warranties [Abstract] | |
INDEMNIFICATIONS AND GUARANTEES | 11. INDEMNIFICATIONS AND GUARANTEES During our normal course of business, we have made certain indemnities, commitments, and guarantees under which we may be required to make payments in relation to certain transactions. These indemnities include, but are not limited to, indemnities we entered into in favor of Loan Core Capital Funding Corporation LLC under our building loan agreements, various lessors in connection with facility leases for certain claims arising from such facility or lease, the environmental indemnity we entered into in favor of the lenders under our prior loan agreements, customary indemnification arrangements in underwriting agreements and similar agreements, and indemnities to our directors and officers to the maximum extent permitted under the laws of the State of Delaware. The duration of these indemnities, commitments, and guarantees varies, and in certain cases, is indefinite. In addition, the majority of these indemnities, commitments, and guarantees do not provide for any limitation of the maximum potential future payments we could be obligated to make. As such, we are unable to estimate with any reasonableness our potential exposure under these items. We have not recorded any liability for these indemnities, commitments, and guarantees in the accompanying consolidated balance sheets. We do, however, accrue losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is both probable and reasonably estimable. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 12. STOCKHOLDERS' EQUITY Common Stock Each share of common stock has the right to one vote. The holders of common stock are also entitled to receive dividends declared by the Board of Directors out of funds legally available, subject to prior rights of holders of all classes of stock outstanding having priority rights as to dividends. JonesTrading Sales Agreement We entered into a Capital on Demand TM Sales Agreement (the "Sales Agreement") dated June 10, 2024 with JonesTrading Institutional Services LLC ("JonesTrading"), under which we may conduct "at the market" public offerings of our common stock. Under the Sales Agreement, JonesTrading, acting as our sales agent or principal, may offer our common stock in the market on a daily basis or otherwise as we request from time to time. We have no obligation to sell shares under the Sales Agreement, but we may do so from time to time. For the three and six months ended June 30, 2024, we did not sell any shares of our common stock pursuant to the Sales Agreement. As of June 30, 2024, we had $200.0 million available under our "at the market" sales program. Stock Repurchase Program During the three and six months ended June 30, 2024 and 2023, we did not repurchase any shares of our common stock under our stock repurchase program. As of June 30, 2024, we had $69.9 million available for future share repurchases under our current repurchase authorization through December 31, 2025. |
STOCK-BASED AWARDS
STOCK-BASED AWARDS | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED AWARDS | 13. STOCK-BASED AWARDS We have equity incentive and compensatory plans that provide for the grant of stock-based awards, including restricted stock and performance shares to employees and board members and provide employees the ability to purchase shares of our common stock through an employee stock purchase plan. Employee accounting applies to equity incentives and compensation granted by the Company to its own employees. When an award is forfeited prior to the vesting date, we recognize an adjustment for the previously recognized expense in the period of the forfeiture. Stock-based compensation expense is classified within the corresponding operating expense categories on our consolidated statements of operations as follows (in thousands): Three months ended Six months ended 2024 2023 2024 2023 Cost of goods sold $ 3 $ 11 $ 3 $ 30 Sales and marketing 273 238 495 428 Technology 2,028 2,609 4,008 5,031 General and administrative 2,955 3,412 5,529 6,576 Total stock-based compensation $ 5,259 $ 6,270 $ 10,035 $ 12,065 Beyond restricted stock unit awards The Beyond, Inc. Amended and Restated 2005 Equity Incentive Plan provides for the grant of restricted stock units and other types of equity awards to employees and directors of the Company. The Compensation Committee of the Board of Directors approves grants of restricted stock unit awards to our officers, board members and employees. These restricted stock unit awards generally vest over three years at 33.3% at the end of the first year, 33.3% at the end of the second year and 33.4% at the end of the third year, subject to the recipient's continuing service to us. During the first quarter of fiscal 2024, we changed our vesting schedule for newly granted restricted stock units from three years to four years. These restricted stock unit awards will vest at 25% each year. For the six months ended June 30, 2024, we granted 256,064 restricted stock awards with a cumulative grant date fair value of $7.7 million under the new vesting schedule. The cost of restricted stock units is determined using the fair value of our common stock on the date of the grant and compensation expense is either recognized on a straight-line basis over the vesting schedule or on an accelerated schedule when vesting of restricted stock awards exceeds a straight-line basis. The cumulative amount of compensation expense recognized at any point in time is at least equal to the portion of the grant date fair value of the award that is vested at that date. Performance Shares During the six months ended June 30, 2024, we granted 1,472,500 performance-based shares ("PSUs") to our executive management team. A portion of each grant of PSUs (25%) is eligible to vest based on our net revenue performance and the remaining portion (75%) is eligible to vest based on our stock price performance. The PSUs tied to stock price performance will be eligible to vest in three installments upon the achievement of three separate stock price hurdles during the three-year period following the grant date, with 33% of the PSUs earned if the average per-share closing price of our common stock over any 20 consecutive trading day period equals or exceeds $40.00 per share (but in no event prior to the first anniversary of the grant date), 33% of the PSUs earned if the average per-share closing price of our common stock over any 20 consecutive trading day period equals or exceeds $50.00 per share (but in no event prior to the second anniversary of the grant date), and 34% of the PSUs earned if the average per share closing price of our common stock over any 20 consecutive trading day period equals or exceeds $60.00 per share (but in no event prior to the third anniversary of the grant date), in each case subject to the recipient’s continued service through the vesting date. If a stock price hurdle is not achieved during the three years following the grant date, the portion of the award tied to such stock price hurdle will be forfeited. The PSUs tied to net revenue performance will vest based on our net revenue over three years, with one-third of the PSUs eligible to vest on each of the first, second, and third anniversaries of the grant date, subject to the recipient’s continued service through the vesting date. To be eligible to vest in any tranche of the PSUs tied to net revenue performance, we must meet the GAAP net revenue goal established for the applicable year. For the portion of the PSUs that vest based on our net revenue performance, we recognize expense as compensation cost, the fair value on the date of grant over the performance period, taking into account the probability that we will satisfy the performance goals. For the portion of the PSUs that vest based on stock price hurdles, which is a market condition, we use a Monte Carlo valuation model to estimate the fair value as of the date of grant and expense compensation cost over the vesting period regardless of whether the market condition is ultimately satisfied. Stock-based compensation related to the PSUs is included in the stock-based compensation expense table above combined with the expense associated with our restricted stock units, performance share options, and ESPP. Stock-based compensation related to the PSUs was $1.8 million and $3.3 million for the three and six months ended June 30, 2024, respectively. Performance Share Options During the six months ended June 30, 2024, we granted a performance-based option to purchase 2,250,000 shares of our common stock to our Executive Chairman of the Board of Directors (the "Performance Share Option"). The Performance Share Option will be eligible to vest in three installments upon the achievement of three separate stock price hurdles during the four-year period following the grant date, with 500,000 of the shares subject to the Performance Share Option, having an exercise price of $45.00 per share, becoming vested if the average per-share closing price of our common stock over any 20 consecutive trading day period following the grant date but on or prior to the second anniversary of the grant date equals or exceeds $45.00 per share (but in no event will this tranche vest prior to the first anniversary of the grant date); 750,000 of the shares subject to the Performance Share Option, having an exercise price of $50.00 per share, becoming vested if the average per-share closing price of our common stock over any 20 consecutive trading day period following the grant date but on or prior to the third anniversary of the grant date equals or exceeds $50.00 per share (but in no event will this tranche vest prior to the second anniversary of the grant date); and 1,000,000 of the shares subject to the Performance Share Option, having an exercise price of $60.00 per share, becoming vested if the average per-share closing price of our common stock over any 20 consecutive trading day period following the grant date but on or prior to the fourth anniversary of the grant date equals or exceeds $60.00 per share (but in no event will this tranche vest prior to the third anniversary of the grant date), in each case subject to the Executive Chairman's continued service through the vesting date. If a stock price hurdle is not achieved during the performance period following the grant date, the portion of the award tied to such stock price hurdle will be forfeited. The fair value of the Performance Share Option is determined using a Monte Carlo valuation model to estimate the fair value as of the date of grant and we will expense compensation cost over the vesting period regardless of whether the market condition is ultimately satisfied. Stock-based compensation related to the Performance Share Option is included in stock-based compensation expense table above combined with the expense associated with our restricted stock units, PSUs, and ESPP. Stock-based compensation related to the performance share options was $438,000 for each of the three and six months ended June 30, 2024. The following table summarizes restricted stock unit, PSU, and Performance Share Option award activity (in thousands, except per share data): Six months ended Units Weighted Outstanding—beginning of year 984 $ 29.60 Granted at fair value 3,987 10.81 Vested (404) 32.91 Forfeited (458) 22.45 Outstanding—end of period 4,109 $ 11.84 Employee Stock Purchase Plan Purchases under the 2021 Employee Stock Purchase Plan (the "ESPP") during the six months ended June 30, 2024 and 2023 were 56,575 shares and 68,011 shares, respectively, at an average purchase price per share of $16.53 and $16.46, respectively. At June 30, 2024, approximately 2.7 million shares of common stock remained available under the ESPP. Stock-based compensation related to the ESPP is included in the stock-based compensation expense table above combined with the expense associated with our restricted stock units, PSUs, and performance share options. Stock-based compensation related to the ESPP was $305,000 and $515,000 for the three months ended June 30, 2024 and 2023, respectively, and $651,000 and $1.1 million for the six months ended June 30, 2024 and 2023, respectively. |
REVENUE AND CONTRACT LIABILITY
REVENUE AND CONTRACT LIABILITY | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE AND CONTRACT LIABILITY | 14. REVENUE AND CONTRACT LIABILITY Unearned Revenue The following table provides information about unearned revenue from contracts with customers, including significant changes in unearned revenue balances during the periods presented (in thousands): Amount Unearned revenue at December 31, 2022 $ 44,480 Increase due to deferral of revenue at period end, net 35,290 Decrease due to beginning contract liabilities recognized as revenue (30,173) Unearned revenue at December 31, 2023 49,597 Increase due to deferral of revenue at period end, net 30,719 Decrease due to beginning contract liabilities recognized as revenue (32,510) Unearned revenue at June 30, 2024 $ 47,806 Our total unearned revenue related to outstanding loyalty program rewards was $13.6 million and $12.1 million at June 30, 2024 and December 31, 2023, respectively. Breakage income related to loyalty program rewards and gift cards is recognized in Net revenue in our consolidated statements of operations. Breakage included in revenue was $2.1 million and $1.0 million for the three months ended June 30, 2024 and 2023, respectively, and $3.4 million and $1.9 million for the six months ended June 30, 2024 and 2023, respectively. The timing of revenue recognition of these reward dollars is driven by actual customer activities, such as redemptions and expirations. At June 30, 2024 and December 31, 2023, we had an additional $5.1 million and $5.6 million, respectively, of unearned contract revenue classified within Other long-term liabilities on our consolidated balance sheets. Sales returns allowance The following table provides additions to and deductions from the sales returns allowance, which is included in our Accrued liabilities balance in our consolidated balance sheets (in thousands): Amount Allowance for returns at December 31, 2022 $ 10,222 Additions to the allowance 121,939 Deductions from the allowance (123,510) Allowance for returns at December 31, 2023 8,651 Additions to the allowance 58,771 Deductions from the allowance (58,310) Allowance for returns at June 30, 2024 $ 9,112 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 15. NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per common share for the periods indicated (in thousands, except per share data): Three months ended Six months ended 2024 2023 2024 2023 Numerator: Net loss attributable to common shareholders $ (42,578) $ (73,493) $ (116,506) $ (83,800) Denominator: Weighted average shares of common stock outstanding—basic 45,742 45,200 45,665 45,134 Weighted average shares of common stock outstanding—diluted 45,742 45,200 45,665 45,134 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) The following shares were excluded from the calculation of diluted shares outstanding as their effect would have been anti-dilutive (in thousands): Three months ended Six months ended 2024 2023 2024 2023 Restricted stock units, PSUs, and Performance Share Option 4,109 1,467 4,109 1,467 Employee stock purchase plan 135 110 135 110 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (42,578) | $ (73,493) | $ (116,506) | $ (83,800) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation We have prepared the accompanying unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("GAAP") have been omitted in accordance with the rules and regulations of the SEC. These financial statements should be read in conjunction with our audited annual consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no significant changes to our significant accounting policies disclosed in Note 2—Accounting Policies and Supplemental Disclosures, included in Part II, Item 8, Financial Statements and Supplementary Data, of our Annual Report on Form 10-K for the year ended December 31, 2023, except as disclosed below. The accompanying unaudited consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries and reflect all adjustments, consisting only of normal recurring adjustments, which are, in our opinion, necessary for a fair presentation of results for the interim periods presented. All intercompany account balances and transactions have been eliminated in consolidation. The results of operations for the three and six months ended June 30, 2024, are not necessarily indicative of the results to be expected for any future period or the full fiscal year, due to seasonality and other factors. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in our consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, receivables valuation, revenue recognition, loyalty program reward point and gift card breakage, sales returns, inventory valuation, asset useful lives, equity and debt securities valuation, income taxes, stock-based compensation, performance-based compensation, self-funded health insurance liabilities, and contingencies. Although these estimates are based on our best knowledge of current events and actions that we may undertake in the future, our accounting of these estimates may change from period to period. To the extent there are differences between these estimates and actual results, our consolidated financial statements may be materially affected. |
Change in presentation in the income statement | Change in presentation in the income statement In the first quarter of fiscal 2024, the Company 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, the Company 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. The Company 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 the Company'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. |
Recently issued accounting standards | Recently issued accounting standards In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires public entities to disclose information about their reportable segments' significant expenses and other segment items on an interim and annual basis. For public entities, ASU 2023-07 is required to be adopted for annual periods beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this ASU on our consolidated financial statements and related disclosures. This ASU will likely result in us including the additional required disclosures when adopted. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to disclose disaggregated information about a reporting entity's effective tax rate reconciliation as well as additional information on income taxes paid. For public entities, ASU 2023-09 is required to be adopted for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of the adoption of this ASU on our consolidated financial statements and related disclosures. This ASU will likely result in us including the additional required disclosures when adopted. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The change in presentation to the Company's unaudited consolidated statements of operations were as follows (in thousands): Three months ended June 30, 2023 Six months ended June 30, 2023 Previously reported Effect of change As adjusted Previously reported Effect of change As adjusted Cost of goods sold $ 327,839 $ (13,197) $ 314,642 $ 619,266 $ (25,168) $ 594,098 Gross profit 94,372 13,197 107,569 184,085 25,168 209,253 Customer service and merchant fees — 13,197 13,197 — 25,168 25,168 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | The following tables summarize our assets and liabilities measured at fair value on a recurring basis using the following levels of inputs (in thousands): Fair Value Measurements at June 30, 2024 Total Level 1 Level 2 Level 3 Assets: Cash equivalents—Money market funds $ 146,760 $ 146,760 $ — $ — Equity securities, at fair value 32,328 — — 32,328 Available-for-sale debt securities (1) 10,733 — — 10,733 Trading securities held in a "rabbi trust" (1) 1 1 — — Total assets $ 189,822 $ 146,761 $ — $ 43,061 Liabilities: Deferred compensation accrual "rabbi trust" (2) $ 535 $ 535 $ — $ — Total liabilities $ 535 $ 535 $ — $ — 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 $ — $ — ___________________________________________ (1) Included in Prepaids and other current assets and Other long-term assets, net in the consolidated balance sheets. (2) Included in Accrued liabilities in the consolidated balance sheets. |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides activity for our Level 3 investments (in thousands): 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 249 Level 3 investments at June 30, 2024 $ 43,061 |
PROPERTY AND EQUIPMENT, NET (Ta
PROPERTY AND EQUIPMENT, NET (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment, Net [Abstract] | |
Property, Plant and Equipment | Property and equipment, net (excluding assets held for sale) consist of the following (in thousands): June 30, December 31, Computer hardware and software, including internal-use software and website development $ 256,950 $ 249,208 Furniture and equipment 10,864 10,919 Leasehold improvements 1,765 1,795 269,579 261,922 Less: accumulated depreciation (241,715) (234,345) Total property and equipment, net $ 27,864 $ 27,577 |
Capitalization of Internal Costs, Policy | Capitalized costs associated with internal-use software and website development, both developed internally and acquired externally, and depreciation of costs for the same periods associated with internal-use software and website development consist of the following (in thousands): Three months ended Six months ended 2024 2023 2024 2023 Capitalized internal-use software and website development $ 4,576 $ 4,234 $ 7,960 $ 6,281 Depreciation of internal-use software and website development 2,066 1,645 4,016 4,715 |
Schedule of Depreciation and Amortization by Operating Expense Category | Depreciation expense is classified within the corresponding operating expense categories on our consolidated statements of operations as follows (in thousands): Three months ended Six months ended 2024 2023 2024 2023 Cost of goods sold $ 98 $ 206 $ 196 $ 440 Technology 3,930 3,286 7,447 7,990 General and administrative 103 1,021 211 2,063 Total depreciation $ 4,131 $ 4,513 $ 7,854 $ 10,493 |
INTANGIBLES ASSETS, NET (Tables
INTANGIBLES ASSETS, NET (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets, net consist of the following (in thousands): June 30, December 31, Intangible assets subject to amortization, gross (1) $ 6,148 $ 5,331 Less: accumulated amortization of intangible assets (2,615) (2,114) Intangible assets subject to amortization, net 3,533 3,217 Intangible assets not subject to amortization 27,385 22,037 Total intangible assets, net $ 30,918 $ 25,254 ___________________________________________ (1) At June 30, 2024, the weighted average remaining useful life for intangible assets subject to amortization, gross was 4.1 years. |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets, net consist of the following (in thousands): June 30, December 31, Intangible assets subject to amortization, gross (1) $ 6,148 $ 5,331 Less: accumulated amortization of intangible assets (2,615) (2,114) Intangible assets subject to amortization, net 3,533 3,217 Intangible assets not subject to amortization 27,385 22,037 Total intangible assets, net $ 30,918 $ 25,254 ___________________________________________ (1) At June 30, 2024, the weighted average remaining useful life for intangible assets subject to amortization, gross was 4.1 years. |
EQUITY SECURITIES (Tables)
EQUITY SECURITIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Equity Securities | Equity securities consist of the following (in thousands): June 30, December 31, Equity securities accounted for under the equity method under ASC 323 $ 97,339 $ 114,827 Equity securities accounted for under the equity method under the fair value option 32,328 41,046 Total equity securities $ 129,667 $ 155,873 |
Equity Securities Ownership Interest | The following table includes our equity securities accounted for under the equity method (ASC 323) and related ownership interest as of June 30, 2024: Ownership Medici Ventures, L.P. 99% tZERO Group, Inc. 28% SpeedRoute, LLC 49% |
Equity Method Investments | The following table summarizes the net loss recognized on equity method securities recorded in Other income (expense), net in our consolidated statements of operations (in thousands): Three months ended Six months ended 2024 2023 2024 2023 Net loss recognized on our proportionate share of the net assets of our equity method securities $ (7,754) $ (36,237) $ (17,488) $ (43,418) Decrease in fair value of equity method securities held under fair value option — (44,402) (8,718) (44,402) |
Equity Method Investments, Summarized Financial Information | The following is the unaudited summarized financial information for those equity method securities that met the significance criteria for the period ended June 30, 2023 (in thousands): Three months ended Six months ended Results of Operations Revenues $ 266 $ 764 Pre-tax loss (3,088) (8,295) Net loss (3,111) (8,435) |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Components of Lease Costs and Other Operating Lease Information | The components of lease expenses were as follows (in thousands): Three months ended Six months ended 2024 2023 2024 2023 Operating lease cost $ 677 $ 1,492 $ 1,559 $ 2,898 Variable lease cost 163 383 431 747 |
Other Lease Information | The following table provides a summary of other information related to leases (in thousands): Six months ended 2024 2023 Cash payments included in operating cash flows from lease arrangements $ 1,657 $ 3,023 |
Leases, Additional Financial Information | The following table provides supplemental balance sheet information related to leases: June 30, December 31, Weighted-average remaining lease term—operating leases 1.25 years 1.57 years Weighted-average discount rate—operating leases 5 % 7 % |
Lessee, Operating Lease, Liability, to be Paid, Maturity | Maturity of lease liabilities under our non-cancellable operating leases as of June 30, 2024, are as follows (in thousands): Payments due by period Amount 2024 (Remainder) $ 1,448 2025 1,540 2026 250 2027 83 Total lease payments 3,321 Less interest 173 Present value of lease liabilities $ 3,148 |
STOCK-BASED AWARDS (Tables)
STOCK-BASED AWARDS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Based Compensation | Stock-based compensation expense is classified within the corresponding operating expense categories on our consolidated statements of operations as follows (in thousands): Three months ended Six months ended 2024 2023 2024 2023 Cost of goods sold $ 3 $ 11 $ 3 $ 30 Sales and marketing 273 238 495 428 Technology 2,028 2,609 4,008 5,031 General and administrative 2,955 3,412 5,529 6,576 Total stock-based compensation $ 5,259 $ 6,270 $ 10,035 $ 12,065 |
Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity | The following table summarizes restricted stock unit, PSU, and Performance Share Option award activity (in thousands, except per share data): Six months ended Units Weighted Outstanding—beginning of year 984 $ 29.60 Granted at fair value 3,987 10.81 Vested (404) 32.91 Forfeited (458) 22.45 Outstanding—end of period 4,109 $ 11.84 |
REVENUE AND CONTRACT LIABILITY
REVENUE AND CONTRACT LIABILITY (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Deferred Revenues | The following table provides information about unearned revenue from contracts with customers, including significant changes in unearned revenue balances during the periods presented (in thousands): Amount Unearned revenue at December 31, 2022 $ 44,480 Increase due to deferral of revenue at period end, net 35,290 Decrease due to beginning contract liabilities recognized as revenue (30,173) Unearned revenue at December 31, 2023 49,597 Increase due to deferral of revenue at period end, net 30,719 Decrease due to beginning contract liabilities recognized as revenue (32,510) Unearned revenue at June 30, 2024 $ 47,806 |
Schedule of Sales Returns, Reserve For Sales Returns | The following table provides additions to and deductions from the sales returns allowance, which is included in our Accrued liabilities balance in our consolidated balance sheets (in thousands): Amount Allowance for returns at December 31, 2022 $ 10,222 Additions to the allowance 121,939 Deductions from the allowance (123,510) Allowance for returns at December 31, 2023 8,651 Additions to the allowance 58,771 Deductions from the allowance (58,310) Allowance for returns at June 30, 2024 $ 9,112 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted net loss per common share for the periods indicated (in thousands, except per share data): Three months ended Six months ended 2024 2023 2024 2023 Numerator: Net loss attributable to common shareholders $ (42,578) $ (73,493) $ (116,506) $ (83,800) Denominator: Weighted average shares of common stock outstanding—basic 45,742 45,200 45,665 45,134 Weighted average shares of common stock outstanding—diluted 45,742 45,200 45,665 45,134 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) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following shares were excluded from the calculation of diluted shares outstanding as their effect would have been anti-dilutive (in thousands): Three months ended Six months ended 2024 2023 2024 2023 Restricted stock units, PSUs, and Performance Share Option 4,109 1,467 4,109 1,467 Employee stock purchase plan 135 110 135 110 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Change In Presentation In The Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Cost of goods sold | $ 317,936 | $ 314,642 | $ 625,858 | $ 594,098 |
Gross profit | 80,168 | 107,569 | 154,527 | 209,253 |
Customer service and merchant fees | $ 15,006 | 13,197 | $ 28,949 | 25,168 |
Previously reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Cost of goods sold | 327,839 | 619,266 | ||
Gross profit | 94,372 | 184,085 | ||
Customer service and merchant fees | 0 | 0 | ||
Effect of change | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Cost of goods sold | (13,197) | (25,168) | ||
Gross profit | 13,197 | 25,168 | ||
Customer service and merchant fees | $ 13,197 | $ 25,168 |
FAIR VALUE MEASUREMENT - Assets
FAIR VALUE MEASUREMENT - Assets and Liabilities Measured At Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Assets: | ||
Cash equivalents—Money market funds | $ 146,760 | $ 246,425 |
Equity securities, at fair value | 32,328 | 41,046 |
Available-for-sale debt securities | 10,733 | 10,484 |
Trading securities held in a "rabbi trust" | 1 | 496 |
Total assets | 189,822 | 298,451 |
Liabilities: | ||
Deferred compensation accrual "rabbi trust" | 535 | 513 |
Total liabilities | 535 | 513 |
Level 1 | ||
Assets: | ||
Cash equivalents—Money market funds | 146,760 | 246,425 |
Equity securities, at fair value | 0 | 0 |
Available-for-sale debt securities | 0 | 0 |
Trading securities held in a "rabbi trust" | 1 | 496 |
Total assets | 146,761 | 246,921 |
Liabilities: | ||
Deferred compensation accrual "rabbi trust" | 535 | 513 |
Total liabilities | 535 | 513 |
Level 2 | ||
Assets: | ||
Cash equivalents—Money market funds | 0 | 0 |
Equity securities, at fair value | 0 | 0 |
Available-for-sale debt securities | 0 | 0 |
Trading securities held in a "rabbi trust" | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Deferred compensation accrual "rabbi trust" | 0 | 0 |
Total liabilities | 0 | 0 |
Level 3 | ||
Assets: | ||
Cash equivalents—Money market funds | 0 | 0 |
Equity securities, at fair value | 32,328 | 41,046 |
Available-for-sale debt securities | 10,733 | 10,484 |
Trading securities held in a "rabbi trust" | 0 | 0 |
Total assets | 43,061 | 51,530 |
Liabilities: | ||
Deferred compensation accrual "rabbi trust" | 0 | 0 |
Total liabilities | $ 0 | $ 0 |
FAIR VALUE MEASUREMENT - Level
FAIR VALUE MEASUREMENT - Level 3 Investment Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair Value, Asset, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other income (expense), net | Other income (expense), net | |
Level 3 | |||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Beginning balance | $ 51,530 | $ 51,530 | $ 82,787 |
Increase due to purchases of Level 3 investments | 10,000 | ||
Decrease in fair value of Level 3 investments | (8,718) | (41,741) | |
Accrued interest on Level 3 investments | 249 | 484 | |
Ending balance | $ 43,061 | $ 51,530 |
PROPERTY AND EQUIPMENT, NET (De
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 269,579 | $ 261,922 |
Less: accumulated depreciation | (241,715) | (234,345) |
Total property and equipment, net | 27,864 | 27,577 |
Computer hardware and software, including internal-use software and website development | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 256,950 | 249,208 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10,864 | 10,919 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,765 | $ 1,795 |
PROPERTY AND EQUIPMENT, NET - C
PROPERTY AND EQUIPMENT, NET - Capitalized Software & Website Development (Details) - Software Development - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Line Items] | ||||
Capitalized internal-use software and website development | $ 4,576 | $ 4,234 | $ 7,960 | $ 6,281 |
Depreciation of internal-use software and website development | $ 2,066 | $ 1,645 | $ 4,016 | $ 4,715 |
PROPERTY AND EQUIPMENT, NET - D
PROPERTY AND EQUIPMENT, NET - Depreciation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Line Items] | ||||
Total depreciation | $ 4,131 | $ 4,513 | $ 7,854 | $ 10,493 |
Cost of goods sold | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation | 98 | 206 | 196 | 440 |
Technology | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation | 3,930 | 3,286 | 7,447 | 7,990 |
General and administrative | ||||
Property, Plant and Equipment [Line Items] | ||||
Total depreciation | $ 103 | $ 1,021 | $ 211 | $ 2,063 |
INTANGIBLE ASSETS, NET - Narrat
INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Apr. 18, 2024 | Mar. 06, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Proceeds from the sale of intangible assets | $ 10,250 | $ 0 | |||
Gain on sale of intangible assets | 10,250 | $ 0 | |||
Zulily ABC, LLC ("Zulily") | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Purchase price of intangible assets, including direct acquisition related costs | $ 4,900 | ||||
Zulily ABC, LLC ("Zulily") | Customer Lists | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Finite-lived intangible assets acquired | $ 716 | ||||
Finite-lived intangible assets, useful life (in years) | 5 years | ||||
Zulily ABC, LLC ("Zulily") | Trade Names | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Indefinite-lived intangible assets acquired | $ 4,100 | ||||
Indo Count Global, Inc. | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Proceeds from the sale of intangible assets | $ 10,300 | ||||
Gain on sale of intangible assets | $ 10,300 | $ 10,300 |
INTANGIBLE ASSETS, NET - Schedu
INTANGIBLE ASSETS, NET - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Intangible assets subject to amortization, gross | $ 6,148 | $ 5,331 |
Less: accumulated amortization of intangible assets | (2,615) | (2,114) |
Intangible assets subject to amortization, net | 3,533 | 3,217 |
Intangible assets not subject to amortization | 27,385 | 22,037 |
Intangible assets, net | $ 30,918 | $ 25,254 |
Weighted average remaining useful life (in years) | 4 years 1 month 6 days |
EQUITY SECURITIES - Summary Of
EQUITY SECURITIES - Summary Of Equity Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Equity Securities [Line Items] | ||
Equity securities accounted for under the equity method under ASC 323 | $ 97,339 | $ 114,827 |
Equity securities accounted for under the equity method under the fair value option | 32,328 | 41,046 |
Total equity securities | 129,667 | 155,873 |
Level 3 | ||
Schedule of Equity Securities [Line Items] | ||
Equity securities accounted for under the equity method under the fair value option | $ 32,328 | $ 41,046 |
EQUITY SECURITIES - Equity Secu
EQUITY SECURITIES - Equity Securities Accounted Under ASC 323 And Ownership Interest (Details) - Beyond, Inc. | 6 Months Ended |
Jun. 30, 2024 | |
Medici Ventures, L.P. | |
Schedule of Equity Method Investments [Line Items] | |
Limited liability company or limited partnership, members or limited partner, ownership interest (in percent) | 99% |
tZero.com, Inc. | |
Schedule of Equity Method Investments [Line Items] | |
Equity method investment, ownership percentage (in percent) | 28% |
SpeedRoute | |
Schedule of Equity Method Investments [Line Items] | |
Equity method investment, ownership percentage (in percent) | 49% |
EQUITY SECURITIES (Details) - A
EQUITY SECURITIES (Details) - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule of Equity Method Investments [Line Items] | ||
Total equity securities | $ 129,667 | $ 155,873 |
Equity securities, at fair value | 32,328 | $ 41,046 |
Fair Value, Recurring | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity securities, at fair value | $ 32,300 |
EQUITY SECURITIES - Net Gain (L
EQUITY SECURITIES - Net Gain (Loss) Recognized On Equity Method Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Net gain (loss) recognized on our proportionate share of the net assets of our equity method securities | $ (7,754) | $ (36,237) | $ 17,488 | $ 43,418 |
Increase (decrease) in fair value of equity method securities held under fair value option | $ 0 | $ (44,402) | $ (8,718) | $ (44,402) |
EQUITY SECURITIES - Equity Meth
EQUITY SECURITIES - Equity Method Securities That Are Considered Significant Subsidiaries (Details) - Equity Method Investment, Nonconsolidated Investee or Group of Investees - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Schedule of Equity Securities [Line Items] | ||
Revenues | $ 266 | $ 764 |
Pre-tax loss | (3,088) | (8,295) |
Net loss | $ (3,111) | $ (8,435) |
BORROWINGS (Details)
BORROWINGS (Details) - USD ($) $ in Thousands | Mar. 06, 2020 | Jun. 30, 2024 |
Senior Notes | ||
Debt Instrument [Line Items] | ||
Minimum net work required for compliance | $ 15,000 | |
Minimum liquid assets | 1,000 | |
Loan Core Capital Funding Corporation | ||
Debt Instrument [Line Items] | ||
Senior & mezzanine note total outstanding | 34,200 | |
Debt issuance costs | $ 281 | |
Loan Core Capital Funding Corporation | Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt, net | $ 34,500 | |
Annual interest rate | 4.242% | |
Term (in years) | 10 years | |
Loan Core Capital Funding Corporation | Mezzanine Note | ||
Debt Instrument [Line Items] | ||
Long-term debt, net | $ 13,000 | |
Annual interest rate | 5.002% | |
Term (in years) | 10 years | |
Principal and interest only payments | 46 months | |
Loan Core Capital Funding Corporation | Senior and Mezzanine Blended Rate | ||
Debt Instrument [Line Items] | ||
Annual interest rate | 4.45% |
LEASES - Additional Information
LEASES - Additional Information (Details) | Jun. 30, 2024 |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term (in years) | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease term (in years) | 3 years |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Lease, Cost [Abstract] | ||||
Operating lease cost | $ 677 | $ 1,492 | $ 1,559 | $ 2,898 |
Variable lease cost | $ 163 | $ 383 | $ 431 | $ 747 |
LEASES - Other Information Rela
LEASES - Other Information Related To Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||
Cash payments included in operating cash flows from lease arrangements | $ 1,657 | $ 3,023 |
LEASES - Supplemental Balance S
LEASES - Supplemental Balance Sheet Information (Details) | Jun. 30, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Weighted-average remaining lease term—operating leases | 1 year 3 months | 1 year 6 months 25 days |
Weighted-average discount rate—operating leases | 5% | 7% |
LEASES - Operating Lease Maturi
LEASES - Operating Lease Maturities and Future Minimum Payments (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity | |
2024 (Remainder) | $ 1,448 |
2025 | 1,540 |
2026 | 250 |
2027 | 83 |
Total lease payments | 3,321 |
Less interest | 173 |
Present value of lease liabilities | $ 3,148 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock (Details) | Jun. 30, 2024 vote |
Equity [Abstract] | |
Common stock, number of votes | 1 |
STOCKHOLDERS' EQUITY - JonesTra
STOCKHOLDERS' EQUITY - JonesTrading (Details) - Jones Trading Institutional Services LLC - Common Stock - At The Market Sales Program $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 USD ($) shares | Jun. 30, 2024 USD ($) shares | |
Class of Stock [Line Items] | ||
Number of shares sold pursuant to Sales Agreement | shares | 0 | 0 |
Outstanding amount available under sales program | $ | $ 200 | $ 200 |
STOCKHOLDERS' EQUITY - Stock Re
STOCKHOLDERS' EQUITY - Stock Repurchase Program (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Class of Stock [Line Items] | ||||
Remaining authorized repurchase amount | $ 69,900,000 | $ 69,900,000 | ||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Payments for repurchase of common stock | $ 0 | $ 0 | $ 0 | $ 0 |
STOCK-BASED AWARDS - Stock-base
STOCK-BASED AWARDS - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 5,259 | $ 6,270 | $ 10,035 | $ 12,065 |
Cost of goods sold | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 3 | 11 | 3 | 30 |
Sales and marketing | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 273 | 238 | 495 | 428 |
Technology | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 2,028 | 2,609 | 4,008 | 5,031 |
General and administrative | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 2,955 | $ 3,412 | $ 5,529 | $ 6,576 |
STOCK-BASED AWARDS - Additional
STOCK-BASED AWARDS - Additional Information (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 USD ($) $ / shares shares | Mar. 31, 2024 | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) priceHurdle installment $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2023 | |
Stock-Based Awards | ||||||
Employee benefits and share-based compensation | $ | $ 651 | $ 1,100 | ||||
Stock issued during period, employee stock purchase plan (in shares) | shares | 56,575 | 68,011 | ||||
Average price per share (in dollars per share) | $ 16.53 | $ 16.46 | ||||
Restricted Stock Awards | ||||||
Stock-Based Awards | ||||||
Vesting period (in years) | 4 years | 3 years | ||||
Restricted Stock Awards | Equity Incentive Plan, Four-Year Vesting | ||||||
Stock-Based Awards | ||||||
Granted at fair value (in shares) | shares | 256,064 | |||||
Restricted Stock Awards | Equity Incentive Plan, Four-Year Vesting Percent | ||||||
Stock-Based Awards | ||||||
Cumulative grant date fair value | $ | $ 7,700 | $ 7,700 | ||||
Restricted Stock Awards | First year | ||||||
Stock-Based Awards | ||||||
Annual award vesting percentage | 33.30% | |||||
Restricted Stock Awards | Second year | ||||||
Stock-Based Awards | ||||||
Annual award vesting percentage | 33.30% | |||||
Restricted Stock Awards | Third year | ||||||
Stock-Based Awards | ||||||
Annual award vesting percentage | 33.40% | |||||
Restricted Stock Awards | Equity Incentive Plan, Four-Year Vesting Percent | ||||||
Stock-Based Awards | ||||||
Annual award vesting percentage | 25% | |||||
Performance Shares | ||||||
Stock-Based Awards | ||||||
Granted at fair value (in shares) | shares | 1,472,500 | |||||
Employee benefits and share-based compensation | $ | $ 1,800 | $ 3,300 | ||||
Performance Shares, Revenue Performance | ||||||
Stock-Based Awards | ||||||
Award vesting rights (in percent) | 25% | |||||
Performance Shares, Stock Performance | ||||||
Stock-Based Awards | ||||||
Vesting period (in years) | 3 years | |||||
Award vesting rights (in percent) | 75% | |||||
Number of installments | installment | 3 | |||||
Number of share price hurdles | priceHurdle | 3 | |||||
Performance Shares, Stock Performance | Share-Based Payment Arrangement, Tranche One | ||||||
Stock-Based Awards | ||||||
Award vesting rights (in percent) | 33% | |||||
Consecutive trading days used to calculate weighted-average price (in days) | 20 days | |||||
Threshold weighted average price for vesting of awards (in dollars per share) | $ 40 | $ 40 | ||||
Performance Shares, Stock Performance | Share-Based Payment Arrangement, Tranche Two | ||||||
Stock-Based Awards | ||||||
Award vesting rights (in percent) | 33% | |||||
Consecutive trading days used to calculate weighted-average price (in days) | 20 days | |||||
Threshold weighted average price for vesting of awards (in dollars per share) | 50 | $ 50 | ||||
Performance Shares, Stock Performance | Share-Based Payment Arrangement, Tranche Three | ||||||
Stock-Based Awards | ||||||
Award vesting rights (in percent) | 34% | |||||
Consecutive trading days used to calculate weighted-average price (in days) | 20 days | |||||
Threshold weighted average price for vesting of awards (in dollars per share) | $ 60 | $ 60 | ||||
Performance Share Options | ||||||
Stock-Based Awards | ||||||
Vesting period (in years) | 4 years | |||||
Number of installments | installment | 3 | |||||
Number of share price hurdles | priceHurdle | 3 | |||||
Employee benefits and share-based compensation | $ | $ 438 | $ 438 | ||||
Grants in period (in shares) | shares | 2,250,000 | |||||
Performance Share Options | Share-Based Payment Arrangement, Tranche One | ||||||
Stock-Based Awards | ||||||
Consecutive trading days used to calculate weighted-average price (in days) | 20 days | |||||
Threshold weighted average price for vesting of awards (in dollars per share) | $ 45 | $ 45 | ||||
Vested and expected to vest (in shares) | shares | 500,000 | 500,000 | ||||
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ 45 | $ 45 | ||||
Performance Share Options | Share-Based Payment Arrangement, Tranche Two | ||||||
Stock-Based Awards | ||||||
Consecutive trading days used to calculate weighted-average price (in days) | 20 days | |||||
Threshold weighted average price for vesting of awards (in dollars per share) | $ 50 | $ 50 | ||||
Vested and expected to vest (in shares) | shares | 750,000 | 750,000 | ||||
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ 50 | $ 50 | ||||
Performance Share Options | Share-Based Payment Arrangement, Tranche Three | ||||||
Stock-Based Awards | ||||||
Consecutive trading days used to calculate weighted-average price (in days) | 20 days | |||||
Threshold weighted average price for vesting of awards (in dollars per share) | $ 60 | $ 60 | ||||
Vested and expected to vest (in shares) | shares | 1,000,000 | 1,000,000 | ||||
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ 60 | $ 60 | ||||
Employee Stock | ||||||
Stock-Based Awards | ||||||
Employee benefits and share-based compensation | $ | $ 305 | $ 515 | ||||
Number of shares available under plan (in shares) | shares | 2,700,000 | 2,700,000 |
STOCK-BASED AWARDS - Restricted
STOCK-BASED AWARDS - Restricted stock unit, PSU, and Performance Share Option Award Activity (Details) - Restricted stock units, PSUs, and Performance Share Option shares in Thousands | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Units | |
Outstanding-beginning of year (in shares) | shares | 984 |
Granted at fair value (in shares) | shares | 3,987 |
Vested (in shares) | shares | (404) |
Forfeited (in shares) | shares | (458) |
Outstanding-end of period (in shares) | shares | 4,109 |
Weighted Average Grant Date Fair Value | |
Outstanding-beginning of year (in dollars per share) | $ / shares | $ 29.60 |
Granted at fair value (in dollars per share) | $ / shares | 10.81 |
Vested (in dollars per share) | $ / shares | 32.91 |
Forfeited (in dollars per share) | $ / shares | 22.45 |
Outstanding-end of period (in dollars per share) | $ / shares | $ 11.84 |
REVENUE AND CONTRACT LIABILIT_2
REVENUE AND CONTRACT LIABILITY - Deferred Revenue (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Beginning balance | $ 49,597 | $ 44,480 |
Increase due to deferral of revenue at period end, net | 30,719 | 35,290 |
Decrease due to beginning contract liabilities recognized as revenue | (32,510) | (30,173) |
Ending balance | $ 47,806 | $ 49,597 |
REVENUE AND CONTRACT LIABILIT_3
REVENUE AND CONTRACT LIABILITY - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Disaggregation of Revenue [Line Items] | |||||
Unearned revenue | $ 47,806 | $ 47,806 | $ 49,597 | ||
Gift card and club o rewards breakage | 2,100 | $ 1,000 | 3,400 | $ 1,900 | |
Unearned contract revenue | 5,100 | 5,100 | 5,600 | ||
Club O Reward Points | |||||
Disaggregation of Revenue [Line Items] | |||||
Unearned revenue | $ 13,600 | $ 13,600 | $ 12,100 |
REVENUE AND CONTRACT LIABILIT_4
REVENUE AND CONTRACT LIABILITY - Sales Returns Allowance (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
Beginning balance | $ 8,651 | $ 10,222 |
Additions to the allowance | 58,771 | 121,939 |
Deductions from the allowance | (58,310) | (123,510) |
Ending balance | $ 9,112 | $ 8,651 |
NET LOSS PER SHARE - Income & E
NET LOSS PER SHARE - Income & Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||
Net loss attributable to common shareholders | $ (42,578) | $ (73,493) | $ (116,506) | $ (83,800) |
Denominator: | ||||
Basic (in shares) | 45,742,000 | 45,200,000 | 45,665,000 | 45,134,000 |
Diluted (in shares) | 45,742,000 | 45,200,000 | 45,665,000 | 45,134,000 |
Net loss per share of common stock: | ||||
Basic (in dollars per share) | $ (0.93) | $ (1.63) | $ (2.55) | $ (1.86) |
Diluted (in dollars per share) | $ (0.93) | $ (1.63) | $ (2.55) | $ (1.86) |
NET LOSS PER SHARE - Antidiluti
NET LOSS PER SHARE - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Restricted stock units, PSUs, and Performance Share Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 4,109 | 1,467 | 4,109 | 1,467 |
Employee Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities | 135 | 110 | 135 | 110 |