Jonathan Johnson
Analyst · Brad Safalow with PAA Research
Thanks, Adrianne. It's great to have you on the team. Now let's turn to corporate updates. Slide 5, please. I want to talk at length about something that is top of mind for everyone: the impact of COVID-19 on the business and how we view the shifting paradigm in which we now live and operate. Overstock as a company was well positioned for and has generally been operating well in this new environment. We are 100% work from home other than at Overstock Retail's 3 distribution centers where crews work socially distanced and in shifts. As I mentioned last quarter, we did a company-wide trial run of work from home in early March to make sure our systems and processes could function seamlessly, and it has worked. There has been minimal disruptions to our business due from -- due to working from home. Overstock hasn't made any layoffs. Instead we're hiring, particularly in customer care, to keep up with increased sales. The Overstock business model couldn't be better suited to operate in the current environment. Overstock Retail's April sales are up significantly, over 120% year-over-year. Our model scales so effectively and cost efficiently because of our focus on technology and automation embedded in our systems. Our principal offerings, home furnishings, are increasingly in demand. Home goods are one of the most relevant categories under the current stay-at-home mandates. Because we are a pure-play e-commerce retailer, customers can buy what they need from us from the safety of their homes. Our 20-plus years of long-standing partner and supplier relationships and our drop-ship model have allowed us to be nimble and to diversify our geographic and sourcing risks. Importantly, Overstock's value proposition is particularly attractive during uncertain financial times. We offer great products at great prices. Next slide. The retail industry landscape is shifting significantly. Industry-wide retail sales declined by nearly 9% in March, with estimates that they will decline by 30% due to the pandemic. Traditional brick-and-mortar retail sales are estimated to decline by 50% as consumers shift to buying online. E-commerce sales are estimated to benefit from this shift, growing an additional 25% to 30% beyond original estimates before the pandemic [ hits ]. These are meaningful shifts as consumers become increasingly comfortable and accustomed to making purchases online. These forces combined to advance us several years forward in terms of online penetration. The sizable shift from brick-and-mortar to online in the home furnishing market has gone from nearly -- has gone from only 23% last year to an estimated 42% now. This is nearly double the amount of home goods being bought online versus in physical stores, a radical jump compared to the slower 2% annual progression over the last 10 years. While the percentage is not likely to stay that high when businesses begin opening back up, we don't expect it to regress to prepandemic levels. Some of this change in online buying habits will stick. Next slide, please. The impact of these market dynamics on the Overstock Retail performance has been meaningful. This chart shows sales growth as compared to the year ago comparable periods. We've intentionally segmented the time periods to show organic operational improvements versus what I'll call stay-at-home mandate-related tailwinds. As you can see from the chart, we were already performing significantly better in the first quarter as compared to last year. We were already on track to outperform our first quarter plan before stay-at-home mandates began. From March 13 through the 31st, our sales grew in our signature categories as people began to focus on making their homes more functional during the national stay-at-home mandate. While our top category of area rugs grew 20%, we saw over 100% growth in office furniture, outdoor play equipment like swing sets, and exercise equipments. That growth accelerated as the stay-at-home mandate reached the entire country by April 1. Since then, we've seen accelerated growth in home furnishings as people have shifted their shopping behavior from brick-and-mortar to online in response to the current restrictions. As a result, year-over-year sales in April are up over 120%. It's important to reiterate that we were already demonstrating strong performance before the stay-at-home mandates hit. I'm a cyclist, so bear with my cycling analogy. When I ride my bike with a tailwind, I go faster. But when my legs are also strong, I go even faster and can catch those ahead of me. Dave will talk later in the presentation about how our operational legs have become stronger through focus and execution. The point is that we were already performing well. We had strong operational legs. And the customer habits tailwind, we are now experience simply allows us to go even faster. Next slide. We've seen a meaningful increase in new customers this year, particularly in April. You can see that new customer growth in April alone increased nearly 250% versus the year ago period. These new customers demographically mirror our existing customer base. Our brand values and our value proposition resonate with them, evidenced by demand being almost entirely from home furnishings, things like area rugs, office furniture, patio, beds and other home-related items. These are our bread and butter products. These are exactly what people are buying. As a percentage of sales, home goods now represent 87% of the total. Given what they are buying, we don't believe these new customers are just onetime customers. Overstock Retail is well positioned to capture and convert the shifting online home furnishings traffic. We're providing products people need and enabling them to buy from the safety of their homes. Next slide. Now let's briefly discuss the impact of COVID-19 on tZERO. The pandemic has certainly affected capital markets, with depressed valuations and volatility causing disruption in trading activity and business development efforts. Issuers have largely sidelined trading existing digital securities until market conditions normalize, so tZERO sees a slowdown in issuers looking to raise capital. That said, conversations do continue. Like Overstock Retail, tZERO and its subsidiaries continue to operate well in this environment. SpeedRoute benefited from increased trading volume, generating record quarterly routing revenue in the first quarter. Next slide. Many of our blockchain companies continue operating as usual. Some stand to benefit as the problems they are helping to solve using blockchain technology are issues exacerbated by the pandemic. The pandemic has created a sense of urgency to find solutions; solutions our companies are already in the process of developing. I'll talk more about some of these later in the presentation, but these problems include things like self-sovereign identity and health records, the ability to have blockchain-based immunity passport that proves you either have the antibodies or have been vaccinated. Voting. Having a safe and secure mobile voting solution has never been more important than right now. Even if we can vote in person in November, no one wants to stand in line to touch a machine the rest of the neighborhood has touched. Supply chain tracking and monitoring, particularly of food and medical supplies, is top of mind as we struggle with shortages and delays. And digital currency. Paper money is germ-laden and hard for governments to distribute. Next slide. Even though our focus and business model made us uniquely suited to help solve consumer problems at this time, the reality is we have faced challenges over the past several weeks. Surging sales have pushed us [ strong ] beyond our capacity to handle all customer care needs. While customer service requests as a percentage of sales have decreased, the absolute volume of requests has gone up. We've responded by hiring, streamlining our customer service channels and launching automation initiatives. That said, we are still taking too long to respond to customers who are reaching out, sometimes taking a week or more. We have had to turn off our phones for a few weeks, as in most businesses, but we're pleased it was only temporary. Our phones are back on today. We hope hiring hundreds of more agents over the past few weeks will return us to normal standards of response. Fulfillment has also lagged as we and our partners adjust to working with crews working in shifts under social distancing mandates, and carriers are maxed out. There's a high demand for packages and limited crews to manage the volume, which has caused tracking to decline, frustrating partners and customers. Going forward, there is a lot of uncertainty. There is no precedent for what we are experiencing. We don't know exactly what we'll face in terms of longer-term challenges. Broader economic indicators will certainly affect us: things like consumer spending, factory output and pricing pressures. Unemployment is high and growing. Partners may face capital constraints. Carriers may reduce delivery volume or shut down altogether. We could be deemed nonessential or otherwise become subject to some sort of government shutdown. The state of the capital markets may affect our company's ability to raise capital or generate revenue. To recap, we don't know what we don't know. While we certainly are susceptible to any number of market-wide risk factors, on balance, I think Overstock can and will react to shifting market conditions. Next slide. I know our shareholders care about our digital dividend. Since our last earnings call, we've made a lot of progress. The Board declared the dividend. We received DTC eligibility, NASDAQ granted us an ex date, we've completed the registration process, and we've passed the record date. We now look forward to distributing the dividend on May 19. This dividend is not a cryptocurrency. It's a preferred share of stock. In response to investor questions, I'll reiterate some of the value of the dividend. First, there is simply its face value. Shares of OSTKO trade on the tZERO platform and they're worth the open market trading price. Yesterday, OSTKO traded and closed at $15 per share. Second, these Series A shares are preferred shares and pay a cash dividend, and have each of the 3 years since issuance. Third, distribution of the Series A OSTKO shares to all record date shareholders should increase participation on the tZERO platform, as investors seek to buy and sell shares and broker-dealers seek to execute trades on behalf of their clients. This increased participation and platform adoption may increase the overall value of tZERO, which, as a majority 80% owner, ultimately benefits Overstock and its shareholders. I should mention we believe liquidity in OSTKO will be thin right out of the gate, as it will take some time to get all 4 million shares on the platform and for the ecosystem to fully develop. And there will also be selling pressure at first as a few index funds may need to liquidate. But longer term, liquidity will improve and participation will increase. Remember, you do not need to sell your Series A-1 shares. You can hold them indefinitely and receive the cash dividend as paid. Slide 13, please. Some corporate housekeeping. First, our ATM. I want to explicitly mention that we have not used the ATM in 2020. We don't have any current plans to use it at these prices. We filed a prospectus supplement earlier this month to reflect the loss of our WKSI status and to reallocate our shelf for the dividend. Our balance sheet is strong, with our cash balances growing significantly. It's simply good housekeeping to have the ATM in place. We filed the second prospectus supplement related to our dividend. This one completes the registration of our Series A-1 preferred shares so we can distribute the dividend next month. On the regulatory front, I'm pleased there is nothing of substance to report. Next slide. Last quarter, I mentioned the righting of our ship. We identified specific company initiatives, distractions to eliminate and objectives and key results against which we can measure our progress. We've now righted the ship, and we are executing. The ship is sailing even in today's choppy waters. We are resilient, and we are well positioned to achieve Overstock Retail's goal of achieving sustainable, profitable growth. Let me remind you that Overstock is, at its core, a technology company. We are cutting-edge in retail. We are leading the charge in blockchain technology. Technology is our core. It is enabling us to respond well to shifting tides. Because of our focus and our technology foundation, this ship is sailing. Next slide. And with that, let's dive into the business updates. Dave Nielsen will first talk about Overstock Retail's performance.