Ladies and gentlemen, thank you for standing by, and welcome to the Fourth Quarter 2020 Overstock.com Earnings Conference Call. [Operator Instructions] Please be advised that today's call is being recorded. [Operator Instructions] I would now like to hand the call over to Alexis Callahan. Please go ahead.

Thank you, operator. Good morning, and welcome to Overstock's Fourth Quarter and Full Year 2020 Earnings Conference Call. Joining me today are Jonathan Johnson, CEO; and Adrianne Lee, CFO. Dave Nielsen, President of Overstock, will be available for Q&A. Please note that we are conducting today's call remotely. Let me remind you that the following discussion and our responses to your questions reflect management's views as of today, February 24, 2021, and may include forward-looking statements. Actual results may differ materially. Additional information about factors that could potentially impact our financial results is included in our Form 10-Q for Q3 2020 in subsequent filings with the SEC and in our press release filed this morning. Please review the forward-looking statements disclosure on Slide 2 of today's presentation. During this call, we'll discuss certain non-GAAP financial measures. The slides accompanying this webcast and our filings with the SEC, each posted on our Investor Relations website contain additional disclosures regarding these non-GAAP measures, including reconciliations of these measures to the most comparable GAAP measures. This presentation is available for download on our Investor Relations website and our summary slide contains instructions for asking questions during the Q&A session. With that, let me turn the call over to you, Jonathan.

Thank you, Alexis, and good morning to everybody. Overstock had another impressive quarter rounding out its banner year. I'm excited to share our Q4 and full year 2020 results and provide updates on our business. We'll follow the agenda on Slide 3. Next slide, please. I'll start with a few quick corporate updates. In January, we announced a strategic partnership with Pelion Venture Partners for the oversight of the Medici Ventures portfolio of companies. This is a great transaction, and I'll cover it in more detail later in our prepared remarks. In November, our Board declared an annual cash dividend on our Series A-1 and Series B preferred shares for the fourth year in a row. In December, we distributed that $0.16 per share dividend to all eligible shareholders. In January, we received a subpoena from the SEC requesting additional information related to the 2019 -- to 2019 retail guidance. We are complying with the request. We are cooperating fully. We are engaged with the regulators. We continue to operate smoothly and efficiently during COVID-19 pandemic restrictions. We are still working from home. It's going well. Our workforce is engaged and our attrition is low. We're in no rush to get back to the office, particularly with the vaccine rollout proceeding slower than hoped or expected. We're watching to see what happens with the current stimulus bill, knowing that we saw an uptick in sales at the first round of stimulus checks last spring. We're continually monitoring our supply chain, particularly the West Coast shipping ports. Both Long Beach and Los Angeles are clogged. The shippers have been finding alternatives in Oakland and Seattle. We're in constant communications with our partners and carriers to ensure the best customer experience possible. Slide 5, please. As most of you know, we've been looking for a new Chief Marketing Officer. After a careful search, during which we had the interest of and evaluated many highly qualified candidates, I'm delighted to announce we've hired an excellent CMO, who will be a key member of our executive team. Elizabeth Solomon will join us as our new Chief Marketing Officer at the end of next month. She comes to us from Amazon, where she was the Head of Marketing for its Global Private Brands portfolio. Elizabeth has also led marketing teams for numerous Fortune 100 companies. Her extensive track record in growing, building and repositioning brands will be extremely valuable to Overstock. I look forward to Elizabeth's contributions to continuing our sustainable, profitable market share growth, just what a CMO should do. I'm delighted to welcome Elizabeth to our team. Slide 6, please. Our CFO, Adrianne Lee, will now review our fourth quarter and full year 2020 financial results. Adrianne?

Thank you, Jonathan. As a reminder, we manage our business and report our financial results across 3 segments: Overstock Retail, a pure-play e-commerce home furnishings retailer; Medici Ventures, a blockchain-focused incubator; and tZERO, the largest Medici Ventures business focused on financial innovation and liquidity for private companies. Our consolidated results aggregate these 3 segments. Post-closing of the Pelion Ventures transaction, it is our belief that we will deconsolidate the Medici Ventures businesses, which is the accounting treatment we are currently seeking SEC preclearance on. I will begin with a summary of our consolidated results, followed by a more in-depth review of Overstock Retail's performance. Next slide. On a consolidated basis, we delivered another strong quarter. Our sales growth momentum continued with Overstock retail revenue increasing 84% compared to a year ago. This growth, coupled with continued expense discipline, resulted in adjusted EBITDA of nearly $23 million, an improvement of almost $42 million year-over-year. Diluted earnings per share came in at $0.26, an improvement of almost $1 per share compared to the fourth quarter of 2019. We ended the quarter with a healthy balance sheet, including $517 million in cash, which is an increase of over $400 million versus a year ago. This improvement was driven by our strong operational performance and our successful and oversubscribed follow-on equity offering in August. Next slide. We delivered record results and record profitability in 2020. We recorded $3.2 billion in gross merchandise sales, an increase of 74% year-over-year. Adjusted came in at $88 million, which was an improvement of $162 million or 220% year-over-year. In addition, we posted diluted earnings per share of $1.24, an increase of $4.70 versus full year 2019. The organization's focus and operational improvements we made at the end of 2019 allowed us to profitably capture the increased demand for…

Thanks, Adrianne. 2020 was an amazing year for Overstock. For the full year 2020, the retail business delivered $136 million in adjusted EBITDA at a margin of 5.4%. This is incredible performance. It's also within the margin rate guardrails we're targeting in our long-term plan. It sure is a far cry from our 2019 performance, and I think it's our new normal, profitable growth. Slide 15, please. I just have to say, I'm so pleased with Overstock's performance. It represents discipline, focus and execution. I thank all my colleagues at the company for their hard work. This certainly was a team effort. Slide 16, please. I'll now discuss our operations, specifically how we achieved these results. Slide 17. Overstock is a top 5 company in the fast-growing online home furnishings market. A market that is now more relevant than ever and one that we believe will remain relevant. You'll see we've expanded the risk on this slide from 5 to 10. We want to show some of the serious home furnishing names that we outperformed. After years of major growth and online penetration, the industry saw a significant spike this year, and we estimate that as of December, 35% of home furnishings are being purchased online. Just like other categories before it, I think books, 2 decades ago; and apparel, a decade ago, we think home furnishings is now experiencing a similar permanent shift. I'm going to say it's sustainable, profitable market share growth. I'm proud of the fact that Overstock grew 2.3x the pace of the online home furnishing markets. Overstock is gaining market share. I'm confident we can continue to outperform the market. Slide 18, please. How are we outperforming competitors? Well, our brand pillars are resonating. More home furnishing shoppers are discovering Overstock's value proposition. Through internal…

Operator, can you please open up the line for Q&A?

[Operator Instructions] Our first question comes from Rick Patel with Needham.

Congrats on capping off a strong year here. We're about a year into the pandemic and your business continues to thrive. Would you be able to paint a picture of what's selling. When you think about the early days of the pandemic versus more recent trends, what's been strong, what has moderated? And as you look out to how '21 will play out, where are you placing your bet for which product categories will have the most potential?

Rick, thanks for the question. So I'll let Dave comment on what's selling specifically. I will tell you this, as I mentioned in the prepared remarks, we are honing in on home. 90% of our sales came from the home furnishings' products, that's only going to continue to grow. I expect to get that close to 100% over the next 12 to 18 months. Dave, do you want to comment on specifics and trends we've seen that are changed from March to February? Dave?

Sure, Jonathan. And thanks for the question, Rick. It's interesting. We, in the prepared remarks, Jonathan mentioned the home categories, and I will tell you, for the specific home categories, it has been our largest, biggest categories that have flourished throughout each of the quarters. There's some seasonality switching between patio and outdoor furniture. But I will tell you, our largest categories of rugs and home furnishings, furniture patio and outdoor continue to be our largest categories and have been throughout the entire pandemic.

Got it. Very helpful. And a question on the rate of growth for '21. You noted that Overstock should outpace the market's growth. Could you help us think about the assumption we should be using for that market growth? I don't think anyone is expecting the strong growth of 2020 to repeat in '21, but just curious how we should be thinking about that trajectory for the industry as comparisons get meaningfully tougher here in about a month.

Rick, great question. We're not a company that gives guidance. But I'll tell you this, as Adrianne mentioned in the remarks, like they were in Q4, Q1 results to-date have continued to be strong. As you know, toward the end of Q1, our year-over-year growth comps get tough, but we are at a new operating level, and we continue -- we expect to continue to grow. We expect to continue to be profitable, and we expect to continue to take market share. As far as other kind of thoughts on how to model things out. We expect our gross margins to remain in the 22% region and adjusted EBITDA margin to be in the mid-single digits. So it's hard to predict what 2021 will look like, but that's our best -- that's the best we can do right now.

Our next question comes from Peter Keith with Piper Sandler.

Congrats on just wrapping up a phenomenal year. I wanted to just parse apart the adjusted EBITDA margin guide for mid-single-digit. It looks like with 2020, your retail EBITDA margin is going to come in at 5.4%. And I think you get another good quarter with Q1, you'll probably land closer to 6%. So how do you really think about that going forward? Is the intent that you think you should hold EBITDA margin as kind of flattish going forward to take market share or do you want to see some level of normalization and then maybe readdress where that retail EBITDA margin could go over time?

Peter, thanks for a great question. I'll let Adrianne give her thoughts on this, and I may add something at the end.

Great. Peter, how I think about our EBITDA margin, one of the biggest, obviously, functions of that EBITDA margin is our gross margin, which Jonathan just discussed. So I think, for us, we still feel very confident in that 22% range. We think that gives our customers kind of the right value and pricing that those 2 targets segments kind of require of us. So that's kind of how I think about the EBITDA margin. It's really derived from kind of that gross margin performance. And then as you saw this year, really, leveraging our G&A intact. I think one of the things we have said right is, "Let us deliver those results consistently. Those are our long-term targets." And then if it makes sense, we'll address at some future date, anything different than that. Jonathan?

Yes. I think it's really important as we think about how we slow down the P&L. We maintain kind of the 22%-ish gross margins. That's important to our customers. We have to be providing smart value. If we start getting thicker on margin, we lose. If we plan on that upper left-hand quadrant, it was on one of our slides, when the margins start getting thicker, we're not really in that quadrant, we're not providing that smart value they look for. So for us, that's the top of the P&L, and that we've got to manage everything else in the P&L to get to the EBITDA margin. And coming in the mid-single digits is where we think is the right place to do, right place to do to maintain a proper balance everywhere.

Okay. Helpful. Maybe kicking on the gross margin. You had highlighted as one of your goals for 2020 was just to improve the pricing and promotions. It looks like you've had success there. Do you feel though that you've accomplished the lion's share of that work? Or is there still opportunity to get a little bit sharper on pricing and maybe even doing less promotion when you're overly discounting relative to the rest of the market?

So I'll give an initial answer and then turn to Dave. The answer is there's always more work to do. And just because something was an initiative that we think we performed well on in 2020, we don't put it on the shelf and let them gather dust. There is a pricing team that's looking at this constantly. Dave, why don't you add some more color on this?

Thanks, JJ. It's -- as Jonathan said, it is a work in progress always as we continue to grind down our pricing and understand where we need to be. Promotions is key to that. And understanding that our customer, that savvy shopper, that customer expects a promotion. As Jonathan mentioned in the prepared remarks, the customer wants to get the best deal, and we price our products so that we're competitive every day, but our customer can get the best deal on promotion, and running those promotions is key to our customer satisfaction and repeat rates. They like this model, and that's why they come to us. That's why they selected us and we selected them as our primary target customer.

Yes. I would just add on. We're not an everyday low-price leader. We're a high level. And that's what our -- and frankly, that's what the savvy shopper in relay to our pressure-like, and so we cater to them.

Our next question comes from Ryan Gee with Bank of America.

Great results. Clearly, there's still some tailwinds that you guys continue to benefit from. So one for Jonathan and then maybe one for Adrianne. Jonathan, can you talk high level about how much the past year has impacted some of the mission-critical aspects of running the business, so for example, marketing strategy or pricing or technology investments? I know you talked about mobile. But maybe put another way, is there 1 or 2 things that you thought were maybe temporary changes you guys have enough to make for investments during 2020 that you now feel are going to be long-term changes at Overstock, the way you operate, and maybe any observations on buyer behavior that's sustainable?

Great question, Ryan. There are things that we put into place as part of the pandemic that I think is going to be part of the course going forward. In terms of marketing strategy, I talked about how we launched free shipping on all items, and that was initially in response to the COVID-19 pandemic to support our customers during a challenging time. We saw in August that it was actually helping our sales without a significant cost. And so we've made free shipping permanent on all items. That's something that the business changed during the pandemic, it's going to be the same. I think pricing, it was a time where I think we had to get sharper because people were shopping online and spending a lot of time comparing. So we did that. And then, a little bit I would say that's become kind of -- it was pandemic-driven but has become normal, and that's more automation in customer service. When you look at what happened in March and April of last year, the flood of sales, not a flood of customer service calls, and we weren't staffed for that. And so we did a bunch of things. One, we hired more; two, unfortunately, we turned off the phone for a little bit; but three, and most importantly, we started automating customer service, partner management areas, all different parts of the business. And that is -- we had great response, and we'll keep doing that. It has facilitated millions of automated response in our partner base, our customer care, that's going to be normal going forward. And boy, the product team we have working and automating things, I think we've just scratched the surface. So that's where that will go. I'm done addressing the question.

Yes, that's super helpful color. And then another one is, I know that you guys mentioned earlier in the prepared remarks still your partners are having some constraints getting supply into the country and that they're doing things to adjust. But can you talk about the in-stock rates, which I know were a challenge that you called out kind of in the summer last year. How has that in-stock rate kind of trended since then? And then as you think about the partner -- I mean, as you think about the competitors that maybe you called out on one of the slides in the presentation, do you guys feel that Overstock is any better or worse positioned or your partners are any better or worse positioned to get supply into the country than they are or maybe you're in a better position that if they're facing -- if you're facing challenges, your partners, I know you're partner is here. Your competitors are facing even greater challenges, getting supply in?

Dave, Let me -- there's a lot I could say on this. But Dave, why don't you take the first part on this one?

Okay. So let me address, first, in-stock rates, and how we're performing versus our competitors. I think our performance really speaks to that in-stock rate, are we getting our products in? When you look at our growth rate versus what the external markets are and resources that we use are showing from a market share standpoint, we are getting more than our share of the goods from our partners. We think our partners are doing a fantastic job being creative at switching ports, shifting their supply chains, flying materials in from other countries when needed to get product through. We're keeping close contact with them on a daily, in some cases, weekly basis, and provide forecast for them. They provide forecast for us. We keep very close with them. So on that front, I think we are doing a good job managing through this pandemic. On the first question, regarding -- or part 1 of the question regarding the supply chain challenges, it's really shifted for us. It shifted from early on being about quarantining and factories not being able to get laborers in to manufacture the goods to now being more of an end of the supply chain challenge where the ports are congested as the brick-and-mortar retailers are now bringing inventory back in at the same time. So there's an influx going through that will pass-through the supply chain, but we're having to be creative with our partners and our carriers of bringing that product into the country. The in-stock levels are improving. We're up 20% from our low and we've got more to go.

Yes. I think that's is all I would say. I would say, we're still below where we want to be, and we've improved significantly. We still see trade-off sales are higher. So there's work to do, but everything Dave said is spot on.

Our next question comes from Ygal Arounian of Wedbush Securities.

I wanted to dig into the free shipping a little bit more. And maybe if you can add a little bit more color on when you made that switch to free shipping, you had some strength in purchase intent, your customer growth was strong in the quarter. Can you just talk a little bit more around some of the metrics that changed once you implemented that? And then how do you think about free shipping in terms of pricing and margins, where you allocate the cost if you can price differently and promote differently because you have free shipping there as an offering.

Great. Adrianne, do you want to take first answer at this one?

Yes, sure. Yes, thanks, Jonathan. The free shipping, Ygal, thank you for the question. I would say that the best part of that, as we talked about, is the purchase intent, and this is really a driver for our target customers and really a big component of their satisfaction. And what we've been fortunate enough to see in the P&L is that, that free shipping cost has just been offset by additional sales. So for us, it's been a real win on, obviously, the customer satisfaction side, and we think we'll be a really good retention. A retention component, and we haven't seen kind of any of the negative financial impact that could come with offering such a great value like that.

I would also say, Ygal, we've had free shipping for orders over $45 for a long time. And so this is really a change just on the smaller areas. And what we watched carefully was, "Did it shift basket size? How is that the fact that there wasn't much of a change?" So it's a fairly easy decision to go forward and offer wholesale going forward.

And then I wanted to ask also a little bit more about your brand and marketing. You hired Elizabeth, obviously, it's still a little bit early. She's not starting until late March, but kind of to those points also that things that you've seen this year, again, back to the purchasing pattern and the strong customer growth in 4Q, customers coming more to you guys for the home category and aiming to kind of become fully home as you set up to nearly 100%. How do you think as we kind of work through 2021 and you're trying to continue to take share in the category, what your brand and marketing efforts will be?

Dave, do you want to take a first stance at branding that.

Yes, our vision is Dream Homes for All, and we're going to lean into it, heavily. We want to continue to grow our portion of the home business. That's our vision and our mission. Jonathan?

And I think you can see on that slide where we listed the top 10, the historical growth is the top 5. But the reason to have those other 5 below us, is those are people that everyone associates with us. We'll continue to push so that everyone associates us with home. And when we look and we see what Elizabeth has done at the companies she's been, she's been great at repositioning and building brands. And that's what -- we -- that's why we're so excited to have her join.

Our next question comes from Brad Safalow with PAA Research.

First, I was wondering if you could dimensionalize where you stand with your vendor partners and say, at this point, this year, relative to a year ago, and what I'm thinking about is, A, what kind of allocations you're getting from your existing vendors? B, how many new vendors have you been able to add to the ecosystem in the past 12 months?

So where do we stand in a better place. They love our forecasting. Let's help them run their businesses. They love our growth that helps them be successful in their businesses. They love our level of communication. We've been very, very communicative during the pandemic. One thing they don't always love is our customer-centric approach, always wanting to do right by the customer, which sometimes means pushing them harder to get deliveries. In the end, they know that's better for them. As Dave mentioned, with our market share growth, we're getting more and more allocation from them. They're going to allocate to where they see great. Dave, would you add anything to that?

No, agreed.

Okay. And I know you guys are trying to separate the discussion around tZERO and DTC to, let's just say, other platforms, but just on the tZERO front with coin basis value at $75 billion to $100 billion, and many people on this call think that tZERO has similar potential. Can you at least give us an update on some of the things that were -- -- have been discussed for tZERO, notably, what are the prospects for new tokens trading in the next 3, 4 months, where do you guys stand on getting the self custody issue resolved or self-clearing issue resolved? And then when can we expect the integration of tZERO Crypto and tZERO markets?

Great questions. Self-custody, I think the hope is by the end of Q3. We're self-clearing rather by the end of Q3. One of the differences between Coinbase and the tZERO Crypto app is self-custody of token or the coin. And it's important to kind of hard for crypto folks buying that. Most people encrypted today don't think that's important and so tZERO is moving. And I think, in the next quarter, we'll have someone else cut through that, and we'll feel more like coin-based, and I think it would be a much easier user experience. As far as giving new tokens, I think the recent announcements with Bartolo, Family Office Networks, and the third company that's giving my name right now, those will help drive the biz-dev for tokens. And I suspect we'll see a doubling or a tripling of tokens by the end of the year for tZERO. Lot of good progress is being made. And as Saum has mentioned in his guidance before, tZERO is working to raise money. And I think when it finds that strategic partner and a money raise, you will see it's token growth, its ability to market and do biz-dev go way up. So I do think it has enormous potential. But I think, really, it needs a strategic partner, different than Overstock, that is more Wall Street focused and can really take off, and that's where it's focusing now. Well, I want to thank you, everyone, for participating on today's call. If there's one thing that everyone should take away from the call is that Overstock is taking market share in the online home furnishing space. We grew 2.3x the pace of online home furnishings market in general. And we took market share and it went in the top 10: sustainable, profitable market share growth. One other nugget to chew on. New home starts are expected to reach 13-year high in 2021, driven by record low interest rates and higher household saving rates. This macro environment bodes well for home projects overall and the related benefits in the home furnishing markets throughout 2021, a market that we continue to grow in. I appreciate your interest in ownership of Overstock. Until we talk again, we'll be working diligently to deliver our 2021 plan. Thanks, everybody.

Ladies and gentlemen, this does conclude the program, and you may now disconnect. Everyone, have a great day.