Good day, and thank you for standing by, and welcome to the Q1 2021 Overstock.com, Inc. Earnings Conference Call. [Operator Instructions] Please be advised that today's conference is being recorded. [Operator Instructions] I would now like to hand the conference over to your speaker today, Ms. Callahan, Director of Investor Relations. Please go ahead.

Thank you, operator. Good morning, and welcome to Overstock's First Quarter 2021 Earnings Conference Call. Joining me today are Jonathan Johnson, CEO; and Adrianne Lee, CFO. Dave Nelson, our President of Overstock, will also 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 of today, April 29, 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-K for 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 our Q&A session. With that, let me turn the call over to you, Jonathan.

Thank you, Alexis. Good morning, everybody. We had another impressive quarter. Our year is off to a strong start. Let's get right to discussing our business by following the agenda on Slide 3. Next slide, please. I will start with a few corporate updates. As we announced on January 25, we entered a strategic partnership with Pelion venture partners for oversight of our Medici Ventures portfolio. We set our goal was to close the transaction in 3 to 6 months. I'm pleased to say we closed that transaction last week in less than 3 months. This should be another clear indicator of what the new Overstock has been all about for the last 18 months, execution. We do what we say we will do, in this case, ahead of schedule. The closing of this transaction means Overstock is a passive limited partner and Pelion has full oversight of the Medici Ventures portfolio, including sole authority and responsibility regarding the fund's investment decisions and in exercising all shareholder rights, Medici Ventures holds in the portfolio companies. I think there is real upside for Overstock as these companies are in Pelion's qualified and capable hands. I look forward to seeing where Pelion takes them. After the announcement of the Pelion transaction, we asked for and received preclearance from the SEC to deconsolidate Medici Ventures from Overstock's financial results. Those results are reflected in with our earnings release published this morning and this presentation. I must say it's great to have this transaction closed. It allows Pelion to focus on the Medici Ventures portfolio, and it allows Overstock to focus on our core furniture and home furnishings business. We have no regulatory updates. We will keep you apprised of relevant developments. I remind you of our annual shareholder meeting on May 13, which, like last year, we will hold virtually. We continue to work well in our remote first arrangement. Because we have been able to manage the business working from homes so well over the past year, we're in no urgent rush to get back to the office and have postponed our return to being in the office until no sooner than next January. We want to better understand how to best structure our work model going forward. We are monitoring and learning from others, both their successes and their failures. We remain committed to ensuring the safety of our employees and the continuity of our business operations. We will carefully and thoughtfully structure any reentry plan in the best interests of Overstock. Slide 5, please. Our CFO, Adrianne Lee, will now review our great first quarter financial results. Adrianne?

Thank you, Jonathan. As already mentioned, we are pleased to have closed our transaction with Pelion Venture Partners and that we received preclearance from the SEC to deconsolidate the Medici Ventures businesses. Although the transaction did not close until the second quarter, the Medici Ventures businesses met the accounting criteria to be treated as held for sale assets and discontinued operations as of March 31. As such, we have classified the related assets and liability as held for sale in our consolidated balance sheets and the related loss as discontinued operations in our consolidated statements of operations. In conjunction with deconsolidation treatment, Overstock has reorganized its remaining business into a single reportable segment, retail, the pure-play e-commerce, furniture and home furnishings retailer. Which is is reflected in a -- as continuing operations in our first quarter reporting. My remarks today will reflect results relating to our continuing operations. I will begin with a summary of first quarter results, followed by a review of our newly disclosed key metrics and performance indicators. Next slide, please. We delivered another strong quarter. We outpaced our growth trajectory quarter-over-quarter, posting revenue growth of 94% compared to the same period last year. This growth, coupled with our ongoing focus on managing expenses, resulted in adjusted EBITDA of nearly $34 million, an improvement of $40 million or 600% compared to the same period last year. And a $42 million increase compared to Q1 2019. Diluted earnings per share came in at $0.56, an improvement of $0.09 share compared to the first quarter of 2020 and $1.15 increase compared to the first quarter of 2019, and our balance sheet remains solid. Our strong operational performance resulted in a quarter end cash balance of nearly $535 million, an increase of $39 million compared to the fourth quarter of…

If I may interrupt, Adrianne. Brian, these are fantastic results for the quarter. We're doing just what we said we would do, delivering sustainable, profitable growth.

Thank you, Jonathan. Next slide. And now I would like to introduce a few operational metrics that we use internally to manage and assess our business performance. We believe these metrics are solid indicators of sustainable growth, customer behavior and reflect the mix of products purchased by our customers. These metrics require little explanation as they are standard metrics within the retail and e-commerce landscape. This slide shows active customers and order frequency. We define active customers as the total number of customers who made at least 1 purchase over the prior 12-month period. As of March 31, our active customer base reached 9.9 million, this is the highest in our operating history and represents an increase of 92% or 4.8 million active customers compared to the first quarter of 2020 and a 60% increase versus 2019. As we have stated before, the online home furnishings penetration rate reached an all-time high in the second quarter of 2020, before landing on the trajectory we've seen in the past 3 quarters. It is important to note that we anticipate a slight decrease in our active customers as we annualize this high point, followed by sustainable growth going forward. Order frequency is also measured on a 12-month basis and represents the number of times our customers make purchases over the span of a year. Orders per active customer was 1.66x in the first quarter, down slightly from a year ago. This metric was strongly influenced by our large influx of new customers in 2020. Many of these new customers have not reached the frequency of purchases that correspond to our more tenured customers. Our team, including our new CMO, Elizabeth Solomon, is focused on growing our active customer base, both through retention and customer acquisition efforts. And as such, we anticipate this metric will increase over time.

Shareholders, we've stabilized the business. Through our operational improvements, we've grown our active customer base throughout the pandemic. As you can see on this chart, in 2019, we were continually losing customers from the base. Now we have righted the business, and we are thrilled by the number of new customers who discovered Overstock this past year. Because of that surge of new customers, order frequency declined due to the mix effect. Other brands who didn't experience a similar surge in new customers likely won't experience the same impact. That as Adrianne mentioned, we anticipate reporting a slight decrease in active customers in the coming quarter as we lap the peak of the pandemic, where stay-at-home mandates force the online penetration rate to an all-time high before settling on a positive sustainable trajectory. We are focused on continuing to grow our customer base and keep those customers coming back.

Thank you, Jonathan. Next slide, please. This slide illustrates 9 quarters of orders delivered and average order value. On a trailing 12-month basis, orders delivered reached a record 16.5 million as of March 31. This is an increase of 88% compared to the prior year or 7.7 million orders. And a 52% increase versus 2019. Like my commentary on active customers, we expect this metric to decrease a bit as we annualize the high point of online penetration, followed by sustainable growth. Average order value increased $27 or 17% versus the first quarter of 2020. This is mainly driven by our sales mix shift into core furniture and home furnishings. There is some seasonality over a 12-month period in this metric, driven by category mix and peak gifting times. In summary, we delivered a strong first quarter. We are pleased we were able to provide transparency into our continuing operations in our financial reporting and to provide the investment community with additional operational metrics. With that, back to you, Jonathan.

Thanks, Adrianne. I hope the metrics we shared on these 2 slides are helpful to our shareholders. We intend to share them quarterly. First quarter results were impressive. We outpaced our revenue growth year-over-year and quarter-over-quarter. We generated operating leverage, delivering nearly $34 million in adjusted EBITDA at a margin rate of 5.1%. This is the fourth consecutive quarter in which we have delivered profitable market share growth and within the margin regard rails, we're targeting. I hope you see that this is a new Overstock. It is been our new normal, sustainable, profitable market share growth. Slide 13, please. Our performance is a result of discipline, focus and execution. It is an entire company effort. My colleagues work hard. I sincerely appreciate all they do to accomplish the long-term goals of the company. Slide 14, please. I will now discuss our operations. Specifically, how we are achieving and executing these financial results. Slide 15, please. Overstock is now a top 4 brand in the large and growing U.S. online home furnishings market. We've moved up from the #5 spot. Our goal, of course, is to continue to move up the rigs. Let me note a couple of things happening in this market. First, it is growing and now estimated at $325 billion, up from $300 billion last year. And second, it appears a true secular shift in consumer behavior is underway and sticky. Permanent move from cities to suburbs feel like a lasting structural shift in American Life. Wave impactful themes to come out of the pandemic. Okada a show online penetration of the category, which peaked at 42% at the height of the shutdown last year, settled around 35% toward the end of 2020, where we feel like it is now stabilized. We think this shift in consumer…

[Operator Instructions] Your first question comes from the line of Seth Sigman from Crédit Suisse.

Congrats on the progress. I wanted to focus, I guess, first on the short term, Jonathan, obviously, providing a very positive message about what you're seeing right now and your ability to navigate the difficult comparisons here. I think we get demand is strong in the industry, but I'm more curious about some of the specific drivers for Overstock to help navigate the short term. So for example, are there drivers to consider like categories that were very short on inventory a year ago? That are improving or perhaps seasonal categories that you've leaned more into this year? Or anything else that you would highlight that you feel like will help, I guess, stabilize the business and comp over the next few quarters?

Seth, appreciate the question. Let me take an initial answer and then I'll turn it to my colleague, Dave Pete, to give a little more color. As far as categories we're leaning into, I've emphasized we're becoming more and more of a home retailer. But within the home category, we're leaning more and we've been leaning into patio furniture and outdoor recreation products, people are trying to expand their living spaces to the 4 corners of their property, not just the 4 walls of their home. So we've expanded that inventory. It is a tight market as demand is high, but that's one area we're leading into. Dave, what else would you add to that?

And Jonathan, I'd add that the seasonal categories, as we end the first quarter and roll into the second quarter, the category, Jonathan mentioned, first and foremost, patio furniture. Everyone is interested in expanding their living space. And we are working with vendors, with our partners they are very creative, utilizing different ports to bring in products and get that product to the customer. And one of the things that I think is wonderful about our business model is how resilient it is. Our -- we have millions of products, millions of SKUs. And as Jonathan mentioned earlier, those new SKUs that we're bringing in are very productive and very targeted to the customers' needs. Jonathan?

I hope we address your question, Seth.

Yes. No, that's perfect. I appreciate that. So maybe just a related follow-up question. The step-up in the AOV this quarter, up 17% year-over-year as a major change. To what extent does that reflect some of the assortment changes you're making that shift to core home and other efforts to improve the customer experience versus the nature of where consumer demand is just right now and/or same SKU inflation?

So I think very little of it is same SKU inflation. We are working hard to maintain a very competitive price and lean into the smart value brand pilling. It is impacted by leaning into home. Our nonhome categories -- some have a little bit higher price point, most have a lower price point. So I think as we lead into home, you'll see that average order size increase. I also think it has to do a little bit with seasonality. Patio furniture tends to be a higher price point then some other things that we sell. Certainly, patio furniture is more expensive than a throw pillow. And so there we are. Dave or Adrianne, maybe Dave, anything to add?

No.

Jonathan, nothing.

Your next question on the line of Thomas Forte from D.A. Davidson.

Jonathan, you're going to have to permit me to start with the statement first and then a question second. So as a long time follower of Overstock and as a long time follower of e-commerce, and also blockchain, it was tremendously validating to see the coin based direct listing, congrats on the conversion to Pelion for the venture cap fund and congrats on identifying the potential blockchain at a very early date. Now the questions. So I want to somewhat rephrase, Jonathan, the comments you made in your remarks. From my vantage point as a long time follower of e-commerce, you've been following the home category for a long time. Dave has been following the home category for a long time. It seems to me that we're in the midst of a super cycle. So when you think about the pandemic, you think about economic stimulus, you think about the comments you talked about with consumers moving to suburban locations from urban locations, this looks to me to be a multiyear event meaning that the home e-commerce industry is going to have elevated sales, not just in 2020, but 2021, 2022, 2023. And to the extent that you're taking market share, that makes me think that you're also going to have elevated sales, not just in 2020, but also '21, '22, '23. So at a high level, do you and Dave agree with my assertion that we're in a home super cycle? And that there is potential for the industry, the home e-commerce industry to have elevated sales growth for multiple years, not just 1 year?

Tom, first, I appreciate your comment upfront. And I -- both I and Brian Popelka, the CEO of Bitt are looking forward to participating in the Davidson event on next week, where we'll be talking about cryptocurrencies, digital currencies in that market. There's a lot of room to grow there. As far as being in a super cycle. I think the short answer is yes. I agree with you. We've got positive GDP. We've got shrinking unemployment. We've got record housing starts. This great reshuffling as we see people move from New York to Florida and Illinois to Texas and California to Oregon or Utah or Idaho. I think just bodes well today, tomorrow and going forward. Dave, the question was addressing you to, I'll let you add on.

And just one point I would add on, and that is the penetration rate into online home furnishings. It is still in the beginnings we are not in a mature market on the online side of things. So there is much room to grow and that excites us.

Yes. I do think it's important, Tom. We are in a super cycle, and I think that cycle is magnified by an immature online market maturing, and that's a big deal for us because we're a pure-play online home furnishing company.

Our next question of the line of Ygal Arounian from Wedbush.

I have a couple of questions. Maybe first, I'll start on retail and then I'll -- I want to ask something -- a few things on Medici. You -- Jonathan, you -- I think it was Jonathan or Adrianne highlighted, revenues growing faster than expenses this year. Your gross margins were again this quarter, above your 22% target. And yet we're still -- we're already at the mid-single digit EBITDA margin target that you guys have set. It sounds like there's room that, especially if OpEx is growing slower than revenues. So can you just highlight how you're thinking about the margin story over the next couple of quarters and couple of years?

Yes. Adrianne, why don't you go first and then I'll add to it because I definitely have an opinion on where the right place for gross margin.

Perfect. I think, as you know, and Jonathan said, our mantra is sustainable, profitable market share growth, and we've been really focused on the sustainable part of this as well as the growing. So I think for us, consistently producing targets in line with these expectations is our goal and focus, over time, we'll look at this. Once again, we kind of create this multi-quarter trend. But as you can see, this is our focus, and it's deliberate and strategic. Jonathan?

This is a question we get asked a lot. And -- because there's this secular shift online, we feel like it's a really important time to take market share. Keeping our prices low, particularly for our customer segment that savvy shopper that's our primary customer. She needs a deal. If we start picking up the gross margin, I think it slows our growth. And now is not the time to slow growth. This is like the Oklahoma Land Rush. There are -- we are waiting in a covered wagon at the border and the whistle has blown, and it is time 2, run those horses hard and fast to get as much of the land grab as we can. So sustainable, profitable, profitable is important market share growth, but the market share, I think, is where we're looking at right now. I hope that addresses the question.

Got it. Yes. It's helpful. But just to be clear, you did say that revenues will outpace OpEx this year, right?

Yes. Look, we are -- we have a very scalable model. We don't have a lot of -- we don't have stores, we don't have debt, we don't have inventory. Our model, I think, gives us great opportunity to make sure there is operating leverage in the business every quarter.

Great. Excellent. Very helpful there. So on Medici side, you'll get a lot of investor focus here, not surprisingly, with the changes you're making. And investors really trying to understand the full value that might flow through to Overstock. I know there's a lot of moving pieces. But as some crypto and blockchain-related assets go public and there's some public comps out there now. Any way you view those as comps and can help investors think through that? And then the second piece is how much of a potential scale or spend or back or however, you begin to exit these businesses translates into Overstock's -- profit for Overstock. So you in the press release, you highlighted the return of invested capital on some Medici. Can you just walk through how that works? And I know there's scale on the profit share, but is there an easy way to kind of summarize and help people think through? What percentage of potential gains could flow through to overstock?

Adrianne, why don't you talk about the economics and then I'll try to address some of the other things we got. You can answer this great question.

Sure. I'll go the technical side. So Ygal as you mentioned, the setup of the fund is that the fund will return invested capital first to Overstock. That's generally measured as the net asset value. And then the remaining profits will be split for the economics of specified in the Lp(a). So I think there's a couple of points there that are important. One is we did disclose the NAVs within the Lp(a). And then second, all the economics are included within that agreement. The other thing to note from kind of an accounting expectation is that we will -- we do expect to realize an initial upward fair value, excuse me, adjustment to the carry value of these businesses as they're transferred into the fund. And then on a quarterly basis, we will record our pro rata share of the Fund's performance. So those are kind of 3 of the technical pieces, Jonathan?

Yes. So I think very simply, as they exit money back our money in back to us first. Then a split on anything on top of that. Each is a little different than I finger in the wind, can I say, 70/30 split, 70 to us, 30 to probably out. So I think there's real upside there. As far as comps and what else is out there, the analysts are graded -- taker better than I am at figuring out how those comps translate to those businesses. This is certainly a hot area. The enthusiasm around NFTs, I think, is meaningful. It won't surprise me. In fact, I think the SEC should deem a lot of these NFPs and securities, those that have fractional ownership or pay out of royalty to the owners. Those feel like securities to me. And yes, and I think it's more of when the SEC says that. tZERO is in the catbirds seat because it knows at digital securities. So and we'll let Pelion manage the exits, manage the fundraising. We've hired a good headmaster to take care of what our children as they go off to school. That's kind of the metaphor I look at it.

Next question the line of Peter Keith from Piper Sandler.

Great results. Again, great to see a lot of the KPIs that are being disclosed this morning. Look forward to seeing them progress going forward. I guess a fairly simplistic question, though, is if someone was just listening to this call on Overstock for the very first time and maybe has a memory from the 2018, 2019 days. What KPIs do you think are most important to reflect ongoing progress and turnaround in the business that's going to allow you to hold sales at least flat with Q2?

I see to the initial answer. I know Dave will have more Dave's running that business, and boy, I don't know anyone who looks at KPIs more than Dave and manages do this. I think, first and foremost, we have customer retention. 2020 was the year of customer acquisition because customers were in the market. And boy, do we acquire a lot of them. We are focused on customer repeat rate, customer retention. But it doesn't mean we're not acquiring new customers, we're always doing that. But for me, that is KPI number one. And it's what I asked Dave about every time, every week, we're on a one-on-one, how are we doing on retention because that's what's important. Dave, what do you add to that?

Well, first, I can attest, Peter. Jonathan asked me about retention every time we meet. It is critical to us. We garnered so many, acquired so many new customers in 2020. And we have over 30 different OKRs. You've heard us talk about OKRs in previous earnings calls. OKRs is a way that we focus and align throughout our business. And from that single objective of building retention on those customers we acquired in 2020. There are, like I say, over 30 key results and objectives bettered out throughout the organization for us to be able to focus in each of the areas, whether it's merchandising, whether it's supply chain and ensuring that, that delivery is met in a way that the customer repeats again. From a marketing standpoint in the channels that it matters most to get that customer back to Overstock and buying and culture that relationship. So those are some of the key metrics, but I won't take it beyond attention. That is our primary focus.

Peter, I hope we addressed the question.

Yes, you did. Maybe I'll try to unpack a little bit further. I think you were saying new customer count is probably going to be sort of trending down year-on-year. So that's going to be a bit of a headwind to revenue. But your AOV is moving up a lot. I think orders per customer moving up. Are those going to be powerful enough to kind of offset what probably will be a drop in new customer adds?

Yes, I think so. For us, we're looking at customers here and new customers and repeat customers. When they make a purchase it's the same purchase. And so as we probably won't add new customers at the same rate we did in 2020, although we'll sure work to continue to add new customers. We have a bigger base to get repeat customers from. And so our goal is every day, more sales, more customers. That's what we're working on.

I would now like to turn the call back over to Mr. Johnson for closing remarks.

Thank you. I know we didn't get to everyone in the queue. Thank you all for participating in today's call. If there's one thing you should take away from this call is that we are better positioned than ever to continue to take market share and deliver profitability. We're focused in executing on our plans. Add in the favorable macroeconomic conditions, things like positive GDP shrinking unemployment, economic growth, record housing starts and the lasting shift of the great reshuffle of the American workforce, permanently migrates from cities to suburbs, and you can see why we feel poised to continue to outperform. We appreciate your interest and ownership in Overstock. Until we talk again, we'll keep working diligently to deliver on our 2021 plan. Thanks, everybody.

This concludes today's conference call. Thank you for participating. You may now disconnect.