Welcome to the Qurate Retail, Inc. 2022 Year-End Earnings Call. During the presentation all participants will be in a listen-only mode. Afterwards, we will conduct a question-and-answer session. [Operator Instructions]. As a reminder, this conference will be recorded March 1. I would now turn the call over to Shane Kleinstein, Vice President, Investor Relations. Please go ahead.

Good morning. Before we begin, we'd like to remind you that this call includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual events or results could differ materially due to the number of risks and uncertainties, including those mentioned in the most recent Form 10-K filed by our company and QVC with the SEC. These forward-looking statements speak only as of the date of this call and Qurate Retail expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Qurate Retail's expectations with regard thereto, or any change in events, conditions or circumstances on which any such statement is based. Please note that we have published slides to accompany this earnings release. On today's call we will address certain non-GAAP financial measures, including adjusted OIBDA, adjusted OIBDA margin, free cash flow and constant currency. Information regarding the comparable GAAP metrics along with required definitions and reconciliations including preliminary note and schedules one through four can be found in the earnings press release issued today or our earnings presentation, which are available on our website. Today, speaking on the earnings call we have Qurate Retail, President and CEO, David Rawlinson; Qurate Retail Group's Interim CFO, Jim Hathaway; and Qurate Retail Executive Chairman, Greg Maffei. Now, I will hand the call over to David Rawlinson.

Thank you, Shane, and good morning to everyone. Thank you for joining us today and for your interest in Qurate Retail. 2022 was a challenging year for our company. We announced and began our work on Project Athens, a multi-year strategic plan aimed at material financial improvement in the coming quarters. We are taking aggressive cost action and have new processes in place inducing cost discipline in the company. Yesterday, we announced headcount reductions at QxH that I will outline shortly, on top of the restructuring action at Zulily, we took last year. Importantly, we worked through downstream impacts of the Rocky Mount Fire and took aggressive action to address excess inventory balances. We stood up multiple new business units to capitalize on future growth opportunities and streaming and live shopping, and we bolstered our balance sheet and increased liquidity with attractive sources of financing in various sale and leaseback transactions. We also made critical additions to our leadership team including today's announcement of our new Qurate Retail Group CFO, and we have the talent needed to execute our plan. When I announced Project Athens, we best -- based everything off of a 2022 base year. We are on track to deliver on these financial outcomes, which I'll speak more about. I would like to thank all of our teams for their hard work amidst what I know was a challenging retail backdrop. Focusing on Q4 results, today, company revenue declined -- I'm sorry, total company revenue declined 10% in constant currency primarily due to lower unit volume and less shipping and handling revenue. Our top-line was impacted by inventory reduction efforts and receipt management primarily at QxH, as well as continued macroeconomic challenges weighing on consumer sentiment. In addition, I'll remind you that QxH experienced an increase in advanced…

Thank you, David, and good morning, everyone. Unless otherwise noted my comments compare financial performance for the three months ended December 31, 2022, to the same period in 2021. Starting with QxH, revenue declined 11% primarily on lower unit volume and reduced shipping and handling revenue. eCommerce revenue declined 12% essentially in line with overall revenue performance. We took action to reduce our inventory in Q4 through promotions and clearance actions, as well as reduced receipts. We pulled back on receipts, which affected our ability to offer customers fresh merchandise. This affected demand in several categories, but primarily impacted the home, accessories, and apparel categories at QVC and apparel accessories and jewelry categories at HSN. Home revenue declined 13%. In Q4, we experienced lower demand primarily for seasonal home improvement, décor, and vitamins and supplements, partially offset by growth in floor care. Apparel declined 15% against 19% growth in Q4 of 2021 last year. The Q4 softness was primarily in classic and contemporary apparel. Beauty declined 6% against a 4% gain in Q4 of last year. I'd also like to note that Q4 2022 performance was an improvement from the second and third quarters. The decline was primarily due to weakness in hair care and bath and body, partially offset by gains in colors and nails. Accessories declined 10%, primarily due to lower demand for loungewear and casual footwear. Electronics revenue declined 14%, primarily due to softness for computers, home office, smart home and tablets, partially offset by growth in audio. Adjusted OIBDA experienced material pressure declining 60% with adjusted OIBDA margin decreasing 810 basis points. Looking at the main components of the margin compression, gross margin declined 430 basis points, primarily reflecting unfavorable product margins. Product margins decreased largely due to promotional activity to clear through the excess inventory…

Thank you, Jim. So there's no doubt that in 2022, this business navigated a lot. Somewhere outside of control like the Rocky Mountain Fire and the continued downstream impacts, supply shortages, which quickly turned into excess inventory, record inflation and freight, and a enduring negative consumer sentiment around retail and the changing macro environment. Some were definitely under our control, including underserving our core and best customers, over rotating product and overbuying with constrained inventory capacity. We acknowledge this is a turnaround story. 2022 was a horrible year. First, we've taken action as Jim noted on the balance sheet to clean up and provide us more room. We had $693 million of total sale and leaseback proceeds in 2022 and an additional $182 million in 2023 from our European properties. We also took a series of actions in the fourth quarter resulting in a redistribution of our cash, $875 million at the corporate level, excluding a modest incremental cash at Zulily and CBI. Of which $500 million is a QRI to satisfy multiple years of corporate level obligations and $375 million is at LI LLC for debt service. We also have $357 million at QVC, Inc. We are -- as I said in a turnaround story, we believe this team has taken hundreds of actions, some of which have been mentioned here, to address cost controls, including the headcount actions that were taken, which are waiting for this year, and other revenue opportunities, which will be for 2024 and the years ahead. We think we've bought ourselves time to implement this turnaround story. And with that, we'll open it up to the questions.

Thank you. The floor is now open for questions. [Operator Instructions]. The first question today is coming from Jason Haas of Bank of America. Please go ahead.

Hey, good morning, and thanks for taking my questions. So maybe starting with the long-term guidance for I believe it's relatively stable revenue growth and double-digit OIBDA growth for this year and next year. Is that a good framework to use for this year, or is the cadence going to be I don't know if it'll be softer than that in this year and then get better in 2024. And then any help by segment would also be great. I know you're entering this year with a lower customer count at least in the main segment QxH, so just curious about sort of like the cadence through this year as well. Thank you.

Yes. Thank you, Jason. I appreciate both questions. So the cadence we set out for the Project Athens initiative I think you can apply stable revenue double-digit OIBDA for this year and next year. So I think you had it right in your interpretation. On the customer count, I want to talk through that just a little bit. I imagine it's a question a number of people have. So as we've discussed before, we reported customer counts on a trailing 12-month basis. What you actually see in the last 12 months is we have the last really big crop of pandemic customers. And so the biggest driver of our decline in the 12-month trailing was actually Q1 2022 over Q1 2021. Q1 2021 was one of the strongest Q1s in recent years. Total customers in Q1 2021 grew 10%, new customers grew 32%. And in fact, it was the largest year-over-year decline in customer count for Q1 in 2022 than any other quarter. And so the biggest driver was this abnormally big increase in Q1 2021 versus Q1 2022. Obviously that will fall off the next time we report 12 months trailing. So that's hiding a lot of the moderation we've had in the customer count decline since then. And I think now we're seeing customer counts decline around or at little bit ahead of the improvement that we see and revenue declines. The second thing I'd say about customer count is that our existing customer count has been more stable than our new customer count. What we are seeing in the existing -- customer count is continued nice stabilization especially at QV -- QVC. The new customer count is partially explainable by what we did with our advertising and marketing budget. We took down brand advertising in the fourth quarter by 27%, which we know disproportionately brings in new customers. And we instead reprogrammed some of that market -- those marketing and advertising dollars into targeting existing and returning customers. And so the drop in new customers, the new customer year-over-year decline was partially a result of a conscious decision we made in the fourth quarter to concentrate on existing customers, especially because we were doing so much clearance actions. And so we weren't going to have a lot of the ideal merchandise that new customers who we attracted would want to see. Final note I'll make is that over the course of the year, we saw sequential improvement in existing customers, new customers and reactivating customers. And we're continuing to see that moderation continue into 20 -- the beginnings of 2023. So I think the customer story is a little bit better than you can read looking at the trailing 12 months.

Thank you. That's helpful. Just to follow-up on the first part of my question, just to make sure I understood correctly is flat revenue and double-digit OIBDA the right framework to use for 2023? And then what if so what's the cadence of that through the year? Is it revenue down in the beginning and then up in the second half?

Yes. So I think we said -- I don't think we said flat. I think we said stable. And so I think stable revenue in 2023 is the right way to think about it, and I think you'll see some relative improvement on the year-over-year compares as we go through the year.

Got it. Thank you. That's helpful. And then I wanted to follow-up, I think you gave the sequential quarter-over-quarter number for streaming minutes viewed, but I know in the past you've given sort of like an overall minutes viewed number. So I was curious how that trended. And ultimately, a question I get a lot is just on how much of the revenue declines has been, is it a core cutting issue versus is it something else is the merchandising or supply chain issue that you faced? So if you could -- yes, just kind of help parse it out, it'd be helpful for a lot of people. Thanks.

Yes. That's great. So we have in the past talked in streaming about monthly active users. I think we'll selectively talk about that. One of the things we've seen is that the monthly active users' numbers we get from a lot of our mainstreaming apps things like Roku and Amazon Fire. Increasingly what we're seeing growing is our fast channels and we don't get monthly active users from the fast channels. The most common metric across all the streaming platforms is minutes viewed. And so that's why I talked about a minutes viewed number here. We're -- we've continued to see encouraging signs on monthly active users as well as we've gone through the year as that's also been on a growth path. In terms of the drivers of the decline, I would say core cutting has definitely been there and obviously we have to eventually get the customer count up. I would also say in terms of revenue, we didn't get a lot of price this year and that was partially impacted by clearance actions and so, on the revenue -- on the revenue line that was also a headwind. I would say in the last 12 months to 18 months, given the supply chain challenges, our business is so sensitive to driving a purchase occasion. At the moment, you're looking at the television screen, or at the moment you're looking at a computer or a mobile screen of something you want. And so we are disproportionately -- have been disproportionately impacted in 2022 by some of the supply chain challenges. And as I think I've admitted to before, I think we over the past periods did get not as crisp in executing some of the core pieces of our value proposition, which we're working on improving now. So I wouldn't put percentages to it, but I think all of those are drivers -- have been drivers.

Thank you. The next question is coming from Carla Casella of JPMorgan. Please go ahead.

Hi, a couple of housekeeping items. You typically disclosed the deferred tax liability at year-end. Can you just give us where that or approximately where that sits today?

I believe what we disclosed at year-end was approximately $850 million.

Okay. Great. And then --

I'd refer you to the Investor Day fine.

Okay. And then I think I heard you correctly, you said you have $1.3 billion of cash, but I missed the timeframe of that. And I'm wondering how much of it is at QVC and versus Qurate and/or the parent company and how you think about do you hold more cash -- do you plan to hold more cash at the parent level giving you have the potential for this charter debenture payment in October or anything else? Or will that cash go down to pay down the heavy drawing on the revolver at QVC?

Sure, Carla, it's Ben Oren. So just to clarify, we've got after some actions we took in Q4, $875 million of cash at the corporate level. That's split into $500 million at the QRI level, $375 million at Liberty Interactive, and some small amounts at Cornerstone and Zulily as of 12/31. The benefit of having that cash in various tiers is to address our various debt obligations and contractual obligations at each tier. We expect to continue to use cash and borrowings at the QVC level or the QRG level to fund debt service at Liberty Interactive. And we actually did have some exchanges of the 1.75% charter exchangeable in Q1. We have, as of today, exchanged or satisfied conversions of $157 million in face value for $182 million of market value. That $157 million was funded by cash and additional borrowings at the QVC, Inc. level after 12/31. And the premium above the face value was funded by the indemnification from Liberty Broadband.

Okay. And then did you say where the cash to those numbers that you gave, that wouldn't include the proceeds from the sale leaseback that was completed in UK and Germany? Have you -- did you give the pro forma cash?

We did not give the pro forma cash. The cash that was received for the sale leaseback was used to repay revolver debt.

Okay. That's great. And then, just the -- I was surprised to hear comments about demurrage costs in 4Q. I felt like that was something that that we'd be lapping. Can you just talk about what the demurrage was in 4Q versus 3Q versus last year and what -- when will that sunset or do or could we see more of that in the first half of 2023?

Great. Thank you. This is Jim Hathaway, Carla, this is great question is, we saw a significant amount of attention demurrage in the first half of the year, driven by three things. One is the marketplace increases on trailer storage. Second was post a tragedy Rocky Mount, we needed additional storage. That was the thousandths trailers that we spoke to. And then the third thing was we did have some detention and demurrage in CBI that I was referring to as we were standing up the Phoenix location. Right now, we can say with the inventory actions that David spoke to, is we're back down to a normal trailer level and a fairly normal level in our FCs. And so the detention and demurrage, I was speaking about that we may see to some degree in 2023 is just as we stand up the Phoenix location in CBI, which we anticipate to be done by the second quarter.

Okay. Great. And then can you talk about, you mentioned your inventory's much cleaner. This will be my last question. The impact on 2023, does that give you ability to lean in on any specific categories or others where you're kind of holding back on leaning in on either because of the environment or just what's going on in the channel?

Yes. I would say what it allows us to do is to be more varied in our mix as much as anything as and to be more properly allocated in our mix. We are part of the Project Athens work is a set of programming work to better optimize our programming. We couldn't get to that optimization in the fourth quarter because we had to devote so much of our resources to getting through the inventory. It also allows us to do some pushes on things like we have Selma Blair, we think there's a big opportunity in adaptive, and so we're going to be working with her to bring some new items in and tell some new stories to our customers. And there are a number of other initiatives like that that we weren't able -- that we think are going to be very attractive to our customers, but we were not able to get to given the inventory backlog. So we do think we will be able to bring back some demand because of being able to more squarely meet the moment for our customers. I think the other places you'll see us lean into, now that we have a cleaner inventory position; we're going to be leaning into jewelry. We think there's a pretty big opportunity there. We're going to be leaning into wellness. We're going to be looking to continue to grow fashion, especially private label brand penetration. The last thing I will say is I think you'll also see us be able to work on average sale price as we go through the year without the margin pressure of having to do as much clearance and promotion.

Thank you. The next question is coming from Robert Routh of FBN Securities. Please go ahead.

Yes. Good morning and thanks for taking my questions. Just two quick ones. First, the campus that you have in Pennsylvania is obviously quite large and I'm sure, do you own all that land? And if so, is there any estimates to the value of that land? Because I would think it's worth a small fortune and not reflecting your stock price.

Thanks for that. It's Ben Oren again. The campus in West Chester, Pennsylvania, was part of sale and leaseback transactions in 2022.

Okay. Great. And the second question would be for Greg if he's still there is, a few years ago, I think you filed an 8-K, you tried to buy Dr. Malone's controlling B shares at 14, and the company exercised their right of first refusal on that. And now taking a look at where both the A and B shares are, I'm just curious if you still would have an interest in getting that block of stock if it was ever possible, or getting control of the entity and kind of how you view that transaction that years ago in hindsight how you're viewing the company.

I'm still here. The -- those transactions were a while ago, and the net effect of that was to retire those shares that they're really not available to be purchased at this point, obviously that price is substantially above the current market price, which probably in hindsight was better. I didn't get to buy them at 14.

Okay. Great. I guess, and one last one if I may, is given the personalities you have the distribution and your reputation in terms of people feel secure buying things online from QVC and HSN more than some other platforms, is there any opportunity to partner with any larger entity a Macy's or a bigger entity that doesn't do quite as well online as you folks do given what you have in the infrastructure you have built because it would seem that there'd be a lot of opportunities to do that, to enhance your operating results moving forward, or is that something you're not interested in exploring?

Yes. Hi, this is David. I would say we're interested in exploring a lot of all opportunities at this point. I think you're right, there are -- there is substantial interest from other retailers who are looking how to figure out, especially video commerce where they don't have any real expertise. But I think everybody thinks video mediated selling in the future will become a bigger part of commerce than it is today. And so we have explored various ways of partnership, various modes of partnership with some other players in the space. I think the first place you'll see that show up, it's probably in our streaming apps where we have some more flexibility to bring some different type of value propositions and retailer brands in relationship to light for our customers. But it's something we're actively thinking about and actively having conversations about.

Thank you. The next question is coming from Hale Holden of Barclays. Please go ahead.

Good morning. Thank you. The $500 million that's at the QRI level for debt service is that predominantly to satisfy the preferred coupon or because it doesn't look like you have a ton of maturities coming up in the next couple of years there?

That’s right, Hale. It'll service the dividend payments for the preferred and any overhead at the QRI level.

Got it. And then, for kind of how your core customers thinking about the world, QVC has a lot of self-gifting and you've been sort of unable to refill the customer real funnel, I guess with new customers over the last 12 months as you kind of roll down the pandemic bulge. I was just wondering if you could kind of give us a state of play of how you think your customer's feeling about the world and how their spending was looking to get a sense of how we get to that flattish revenue number for the year.

Yes. I make a number of comments. I think we have seen some depression in consumer sentiment I think you can see that in a lot of the sentiment studies, whether it's the Deloitte, University of Michigan, of others, although it seems to have largely leveled out. I would say it doesn't appear to me to be getting dramatically worse. I do think you do see some discretionary spending drawing back. I think that's partly inflation. I think that's partly interest rate expense. We also have a reasonably sized home business that is a little bit downstream of fewer home sales and new homes opening. And so that's a place that might be a touch softer. But I would say overall, we're seeing relative stability now in the behaviors of our customers. Our retention rates still seem to be holding up pretty well with our best customers, and we are starting to see some ability to get some price and take some price with our customers. So I think our customers are -- I wouldn't say that they're on an upward slope, but I'd say they're hanging in there at a pretty stable level. And for our best customers, we're seeing relatively similar levels of frequency of purchase data from the brand that our main brand as well. So it looks reasonably stable right now.

I got it. And then my last question is given the price that where some of your bonds are trading and the high liquidity the company has over the next 6 months to 10 months, are you guys sort of focused on just head down operations or is there the potential to accelerate deleveraging to take advantage of market prices?

It's Ben Oren again. I think for now what we've done is put in place a cash at every tier such that we don't have any risk of amendments or violations of covenants and give the company the time to realize the Project Athens saves. And once we do that should be back to much healthier balance sheet. Doesn't mean we won't look at opportunities between now and then. But for now, that's our -- that's why we've taken the actions we did in 2022.

If I could just add, I think Ben's comments are right on. We took the actions we took on the balance sheet both the sale leasebacks and the movements of cash to create maximum flexibility. That first is going to be dedicated towards the turnaround, which we believe is underway. But it also does provide flexibility to manage our balance sheet as we see fit when we have more certainty about some of the elements of that turnaround.

Thank you. The next question is coming from Jason Bazinet of Citi. Please go ahead.

I had a question on free cash and liquidity. Is there anything that you'd call out as unusual for 2023 in terms of free cash generation? I'm just thinking things like CapEx or TV distribution rights or green energy. In other words, that once we get our EBITDA forecast, is there anything noteworthy that you'd call out there?

I would just give a quick comment, then I'll have Ben follow-up as well. Two quick things. One is on CapEx, we actually are projecting a slightly lower CapEx for 2023 versus 2022. We made decisions on offsets to ensure that we could fully fund Project Athens related initiatives with CapEx. We will have also slightly elevated distribution in commissions related to CapEx, but that's imagined in the number that I just gave you. It averages to about $100 million. But this will be an up year compared to last year.

Yes. And I'd just say this was a little bit embedded in your question. I covered this a little bit earlier. This is David. A number of things are going on as we go into this year in terms of cash flow. The first thing is what we pointed out in terms of the working capital reversal from last year, that's material to the free cash flow outlook. The second as Jim talked earlier a little bit about some of the storage detention and demurrage costs, but there are also some other Rocky Mount costs. I talked about that at the Liberty Investor Day last year that we expect to start falling out of the P&L this year. And relative to last year should give us some tailwinds in terms of cash flow. And then as we've talked about in this call on the second half, we start to get the benefit from some of the actions we're taking in Project Athens on cash flow going through 2023.

Okay. And then just one follow-up on liquidity. Should we anticipate anything in on top of all of the actions you've taken related to the sale leasebacks, or do you think that's we're sort of done with tapping pools of liquidity from sort of hidden assets now?

I think we look at our asset mix regularly, currently have no expectations for additional real estate transactions, although we do have additional real estate, but we'll look at it opportunistically over time.

Thank you. The next question is coming from William Reuter of Bank of America. Please go ahead.

Good morning. My first question is, I think you mentioned in your prepared remarks that you expect to continue to fund obligations at Qurate or at Liberty with the QVC revolver. I thought that the commentary at the bottom of the press release referred to you being above the 3.5x covenant. Is it that you expect to be in compliance with that covenant as OIBDA improves throughout the year?

So debt service and tax-related payments are carved out of the restricted payments test.

Got it. Okay. And with regard to sale leasebacks, are we done with the major ones or should we expect it potentially there'll be more this year?

Yes. I think I just answered that question. We have additional real estate. We look at it from time to time and we have no current expectations.

All right. And then, in terms of the shifting of your today's special values, is that something that still continues to happen based upon supply chain disruption or are you now able to put whatever products you want when you want to show them?

Yes. It's lessened very substantially from the height of the supply chain difficulties. It still happens from time to time. But we're getting pretty close now back to a much normal expectation of being able to execute our plans for TSVs as planned.

Okay. And then just my last question. You'd mentioned you had a goal of 20% to 30% inventory reduction, were down 27%. Should we continue to expect that working capital will be a source of cash or at this point, should it be kind of flattish throughout 2023?

Yes. We're going to -- we built -- we've not only reduced inventory, we built a system of checks and controls and buying procedures that will help us in the future keep a tighter rein on the inventories. We think we're around back to a reasonable inventory level now. We're going to continue to manage it aggressively. So you might see some movement, but we think we're in a reasonable place now in terms of overall inventory level.

Thank you, Operator. I think that is we're done for today. Thank you all to the investors for your continued interest in Qurate, and we hope to speak with you next quarter, if not sooner.

Thank you.

Ladies and gentlemen, thank you for your participation. This concludes today's event. You may disconnect your lines or logoff the webcast at this time and enjoy the rest of your day.