Overstock.com, Inc.

Good day and thank you for standing by. Welcome to the third quarter 2022 Overstock.com earnings conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during this session, you'll press star 1-1 on your telephone. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, LaVesh Hemnani, Head of Investor Relations. Please go ahead.

Thank you, operator. Good morning and welcome to Overstock's third quarter 2022 earnings conference call. I'm Lavish M. Nani, head of investor relations. Joining me on the call today are CEO Jonathan Johnson and CFO Adrian Lee. President Dave Nielsen will be available for Q&A. Next slide, please. Let me remind you that the following discussion and our responses to your questions reflect management's views as of today, October 27, 2022, and may include forward-looking statements. Actual results could differ materially from such statements. Additional information about factors that could potentially impact our financial results is included in our Form 10-K for the year ended December 31st, 2021, and in our subsequent filings with the SEC. A slide presentation accompanying today's webcast has been posted to our Investor Relations website and is available to download. Please review the important forward-looking statements disclosure on slide two 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 contain important additional disclosures regarding these non-GAAP measures, including reconciliations of these measures to the most comparable GAAP measures. Finally, to participate during our Q&A session, please use the registration link available under the event section of our Investor Relations website. Next slide, please. During today's call, we'll follow the agenda on slide three. With that, let me turn the call over to our CEO, Jonathan Johnson. Jonathan?

Thank you, Lavash, and good morning, everyone. Let me begin by saying up front that I'm not pleased with the top-line revenue results in any way or form. I believe we continue to spend amply on marketing and growth efforts, but this is a hard and highly promotional environment in which many of our competitors continue to liquidate products and or ignore bottom-line losses. We believe that will catch up to them. For some, perhaps sooner than later, as vendors and their financiers worry about payment risk and even longer-term viability. That is not a concern with Overstock. We are profitable for the 10th consecutive quarter, and we are here to stay. In today's environments, profits count. We believe profits are the right measure of the long-term winners versus losers in our industry. I believe that over time, we are well positioned to take market share from competitors, many of which are closing stores and or are currently struggling with liquidity and distracted by debt management obligations. In the meantime, we will continue to navigate the near term, remaining confident that our longer-term results will be better because of our efforts and our focus on profitability. Since its inception, Overstock has transformed from a small online liquidator to a general merchandiser and more recently, a 100% furniture and home furnishings retailer with a differentiated asset light model and targeted customer base. I can confidently say that our updated business model and our disciplined execution over the last three years have enabled us to navigate the choppy waters of the pandemic and the difficult current economic challenges. With the economic environment expected to remain uncertain for the foreseeable future, the natural question is, how is Overstock positioned relative to our competition? Let me share some specific thoughts on that. The U.S. economy and consumers remain unsettled. High interest rates and various other economic factors are causing considerable stress and putting pressure on the housing market, a market which influences purchase behavior among our customers. The Overstock team remains focused on controlling elements of our business that are within our control. Our business model is focused on growth. but not at the cost of profitability for us or our partners. We provide an efficient channel for our partners to drive growth even during times of significant uncertainty as we efficiently serve the evolving home-related needs of our customers. We pay on time and on better and earlier terms than our competitors. We always have and we always will. This, along with our exclusive focus on home, has allowed us to add new partners to our ranks and increase the breadth and depth of products we offer. Overstock partners and their financiers need not worry about payment risk. We have a strong net cash position with minimal debt with no meaningful payment obligations until 2030. And even that is an obligation we could easily cover right now overstock shareholders need not worry about erosion to our earnings from high interest rate debt nor about ownership dilution to pay large debt with looming maturity our shareholders also stand to benefit from value within the medici ventures fund portfolio that includes about 20 blockchain focused startups hellion venture partners continues to do an impressive job of managing this portfolio, allowing the overstock management team to focus on our retail business. Several of the Medici Venture portfolio companies have been busy this summer and early fall. I will provide a Medici update later in my prepared remarks. Our third quarter performance continues to be impacted by ongoing headwinds of high inflation, macro weakness, and a shift in consumer spending preferences. The team managed at least to carefully stabilize the top line decrease and importantly, deliver another profitable quarter. As I mentioned, our 10th in a row. With the focus on profitability, we ended the quarter with a healthy balance sheet and nearly $4 million in net cash. As we plan around economic uncertainty, our balance sheet is a distinct advantage and is allowing us to focus on executing toward our strategic vision. We will be opportunistic in evaluating future share repurchases, and we will diligently scrutinize M&A opportunities that might be a strategic and operational fit within our long-term business priorities and objectives. As an Overstock shareholder, I hope you will leave today's presentation feeling as confident as I am in Overstock's ability to navigate and eventually return to growth in the current business environment. Next slide, please. The Overstock team continues to make progress to deliver on our strategic vision and targets. This is evident in a 53% growth for Q3 home-only revenue compared to 2019 as shown on the left chart. This growth rate has outpaced the expansion in the total addressable market over the same period. While I am certainly not pleased with another quarter of 30% plus year-over-year revenue decline, I am encouraged to see our home-only revenue decline seems to have at least leveled off. This is a good sign when you consider, one, the pandemic drivers that were helping revenue last year, and two, the benefit we saw from the shift in our customer day event into Q3 last year. This year we held our two day customer day in October in conjunction with the launch of our new marketing campaign and rebranded it as Overstock Day. We were pleased with the results of this annual event. The chart on the right illustrates our Q3 home only revenue performance compared to the prior year. Our home only revenue trend has stabilized sequentially since July, for the quarter and for the quarter it declined just under 30%, an improvement in trend relative to Q2. Third-party data shows a sequential improvement in our retention trends. We continue to direct our focus to merchandising and marketing strategies to drive further improvement. Last quarter, I shared with you our plans to launch new brand marketing following completion of our move to 100% home-related assortment. We are excited to have launched a new brand campaign earlier this month centered around our refreshed vision of making dream homes come true. I'll discuss more on this shortly. Next slide. Now for a brief update on recent corporate events. As part of our continued efforts to identify efficiencies, we conducted a strategic review of our organizational structure and made changes that better align our teams to eliminate redundancies and fixed costs. We've strengthened our leadership team with top talent over the past several months. We've assembled a best-in-class data and tech organization to drive cross-functional synergies, operational excellence, and more automation. Each of these changes are important as they better position Overstock for short and long-term success. In October, Overstock employees came together for a semiannual event at our corporate campus in Utah. We discussed our refreshed vision and showcased our brand campaign, including for the first time ever, the use of brand ambassadors. We view this as a critical piece of our strategy to enhance Overstock's brand name association with home now that we've completed our exit from and removal of all non-home products. Next slide. As we've shared with you in the past, the Overstock name has very strong name recognition, but our association with home is low. Our major journey to become an online furniture and home furnishings retailer took six quarters. As noted, in June, we exited the last of our non-home categories and transitioned to 100% furniture and home furnishings retailer. With that transition complete, we strategically refreshed our vision from dream homes for all to making dream homes come true to emphasize our purpose and inspire our employees, partners, and customers. With our new vision in place, we created a brand campaign launching a new commercial titled Come On, Get Comfy to coincide with our two-day Overstock Day customer event on October 2nd and 3rd. The ad spots, which reinforce our vision that Overstock makes dream homes come true at any budget, can be seen on broadcast and cable TV like HGTV, streaming TV, YouTube, and social media channels. An additional element of our campaign is a brand ambassador program. We partnered with six high-profile, home-centric brand ambassadors you see on this slide. Each are experts in interior design, home decorating, and remodeling. Between them, they have approximately 12 million followers across multiple social media platforms, including Instagram, Facebook, Pinterest, YouTube, TikTok, and Twitter. These ambassadors are a diverse and talented group of home experts who host popular TV shows, own interior design firms, and create home and lifestyle content. Overstock's partnership with them will allow Overstock to reach new audiences and attract more new customers. This new campaign marks the next step in our team's journey and a vision for the future. Over the coming weeks and months, you will see exciting content and social media posts from these brand ambassadors, highlighting how Overstock can make dream homes come true. Our chief marketing officer, Angela Su, and her team deserve a special shout out for the rollout of this marketing and brand ambassador campaign. I believe I speak for everyone at Overstock when I say how excited we are with this new marketing campaign and the value it will add to the company over the long run. We are finally in the social media game in a meaningful way. And we'll now hand over the call to Adrienne Lee to review our third quarter financial results in more detail.

Thank you, Jonathan. Slide nine, please. Revenue declined by 33% year-over-year in the third quarter. We managed through near-term challenges and delivered an adjusted EBITDA of $15 million at a margin of 3.2%. Our reported EPS loss of 81 cents was driven by a non-cash, non-operating expense associated with a change in value of our equity securities. The change primarily reflects dilution to our direct and indirect ownership interest in T-Zero following the Series B funding round, including the dilutive impact of T-Zero issued equity awards. We now hold approximately 29% direct interest in T-Zero and approximately 25% indirect interest in T-Zero through the Medici Ventures Fund. We reported adjusted diluted earnings per share of 13 cents, a decrease of 41 cents versus 2021. This excludes the impact from our proportionate share of the Medici Ventures Fund performance and changes in value of our direct investment in T-Zero, including the change in value of our equity securities that I just referenced. The decline in adjusted EPS versus last year was driven by lower pre-tax income. Our balance sheet remains strong. We ended with a cash balance of $428 million, even after funding $7.5 million for the second tranche of the T-Zero Series B funding round. I will now speak to these quarterly metrics in greater detail in the following slides. Next slide, please. We posted revenue of $460 million in the third quarter, a decrease of 33% year over year. The third quarter was impacted by weak consumer sentiment and shifting spending preferences amidst challenging macro dynamics, including high inflation. Additionally, we face headwinds from our strategic action to remove non-home products from our site. Our business continues to perform well relative to pre-pandemic 2019 levels, illustrating the operational progress we have made. This is evident in the 53% home-only sales growth versus 2019 that Jonathan shared earlier. Our customers recognize our improved assortment of furniture and home furnishings and have strong engagement with our mobile app. both of which have been key elements of our strategy. Revenue performance was positively impacted by a 13% year over year increase in average order value. I will discuss our key customer metrics in further detail later. Next slide, please. Gross profit was $107 million in the third quarter, a decrease of $49 million versus the prior year. Gross margin came in at 23.3%, a 60 basis point improvement versus the same period last year. The year over year increase was driven by operational efficiencies, partially offset by higher promotions and discounting. We expect this highly promotional competitive backdrop to continue through the fourth quarter. Our gross margin performance is a proof point of our asset light model. We are able to improve our margins during this challenging cycle while continuing to offer our customers smart value. In the quarter, we navigated product cost inflation and significant liquidation from retailers with excess owned inventory. It's important to remember that our business model does not have an expensive logistics operation with a high fixed cost base or significant owned inventory. Next slide. G&A and tech expenses decreased $4 million year over year, primarily due to a reduction in our cash incentive compensation, which is based on financial performance. Also, we realized partial efficiency and automation gains related to the organizational review Jonathan referred to earlier. It's important to note that our compensation and benefits expense increased versus last year, mainly driven by our enhanced equity programs. As a percent of revenue, G&A and Tech expense was 10.5% in the third quarter, a deleverage of 290 basis points compared to the third quarter of 2021 due to weak top line results. Our goal remains to be extremely disciplined in managing our expenses and finding efficiencies across the organization. We have taken actions to balance our G&A and tech spend with our top-line performance to set up overstock for near and long-term success. Next slide. In the third quarter, we delivered adjusted EBITDA of $15 million, which is a decrease of $21 million versus a year ago. Adjusted EBITDA margin was 3.2%, below our target of mid-single digits. We controlled the controllables during a challenging macro backdrop with waning consumer sentiment and navigated through a highly promotional environment. We view these dynamics as transitory and remain focused on pursuing strategic initiatives that will drive long-term value. Next slide, please. This slide shows active customers and order frequency. We measure active customers on a trailing 12-month basis. Our active customer base declined to 5.8 million at the end of the third quarter. This decline in active customers was driven by three key factors. Consumer sentiment toward discretionary spend has been weak this year due to high inflation and consumer staples. The impact of this has been compounded by difficult comparisons from pandemic-related shopping behavior last year. Second, consumer shifted spend to experiences and services. And third, our strategy to exit non-home products. As previously shared, this is the right long-term trade-off despite some pain in the short term. We are disciplined when customer acquisition costs are high. While this slows our pace of new customer acquisition, our year-over-year change in customer retention rate is comparable to the average of other online furniture and home furnishings retailers, as measured by third-party data. Orders per active customer was 1.62 times in the third quarter, a decrease of about 4% versus last year, and a decrease sequentially. We expect that over time, our improved association with home, continued mix into mobile app, our platform with the highest frequency, and enhanced loyalty offerings will help improve this metric. While active customers have decreased, we have been able to strategically offset a portion of this decline with an increased average order value, which is more typical of the home category and which I will discuss in greater detail on the next slide. Next slide. Average order value improved 13% year-over-year to $243. Our AOV during this highly inflationary time was primarily driven by the mix within our home product assortment. AOV declined slightly compared to Q2 as we shifted out of seasonal outdoor patio furniture and into rugs and other furniture. Orders delivered were 9.4 million for the trailing 12-month period. This is a decrease of 36% compared to the prior year, or 5.2 million orders. The decline was primarily driven by weak consumer sentiment and a shift in their spending priorities, along with the cumulative impact of non-home product removals from our site. Our AOV and revenue proactive customer metrics continue to be a proof point on our purposeful focus on home. While orders are declining, the value of each order is improving. It's a strategic trade-off and reflects the purchase behavior of the customers we are targeting. Home customers who trust us with higher value items and have a higher propensity to make a repeat purchase. Next slide, please. This slide provides a recasted view of our business, excluding non-home sales, which allows for a more direct comparison to our peers. As you can see on the left chart, at the end of the third quarter, our comparable home-related active customer base declined 29% versus the reported 33%. The chart on the right illustrates our comparable home-only revenue declined 30% versus the reported 33%. On a sequential basis, the impact of the non-home category removal has increased due to the cumulative impact of non-home customers exiting our ecosystem. Next slide, please. I will wrap up my discussion of the financial section by highlighting a few balance sheet and cash flow items. We ended the third quarter with $428 million in cash and $35 million in long-term debt, a net cash position of $392 million, with no significant debt maturities until 2030. Since the beginning of this year, we have returned 60 million to our shareholders via share repurchases and invested 15 million in T-Zero's Series B funding round alongside ICE and the Medici Ventures Fund. Our current share repurchase program is authorized through December 31st, 2023, and we currently have about 40 million available under it. Having minimal debt and a strong cash position in this uncertain macro environment is a great tactical advantage. It allows us to focus on improving our core operations and pursue strategic initiatives without relying on the capital markets. Additionally, in this increasingly volatile landscape, our balance sheet provides us an opportunity to lean into strategic market share opportunities as new and existing vendor partners realize Overstock will be a reliable channel into the future. With that, back to you, Jonathan.

Thanks, Adrienne. Our strong balance sheet certainly gives us more stability and flexibility. I continue to believe our shares are undervalued. However, given the revenue environment over the past three months, we conservatively chose to maintain a higher cash balance and pause repurchases. We will be opportunistic in evaluating future share repurchases. In addition, we continuously evaluate strategic M&A opportunities to accelerate growth. During the second quarter, we were in advanced stages of such a deal, a deal that made a lot of business sense in our asset-light business model. However, after thorough due diligence, we ascertained that while the business case was good, the target's operational model and its future investment needs were not currently aligned with our expectations. As a result, we walked away from the transaction. Rest assured, We will diligently scrutinize M&A opportunities to ensure that any potential transaction will be a strategic and operational fit with our long-term business priorities and objectives. Know that we will continue to be prudent in capital deployment to deliver the best outcome for all shareholders. Next slide. Next, I'll provide some key insights into our business and our strategic brand pillars. Next slide, please. We've shared this slide in the past to illustrate the direction of third-party forecasts for online sales in the domestic furniture and home furnishings market. It is encouraging to see the projection for 33% of purchases to be transacted online, especially since the category is comparing against some strong growth from the prior two years. Longer term, we still believe that as the market matures, there is sufficient room for online penetration to move higher. The furniture and home furnishings market is large and fragmented, with a total addressable market of $419 billion based on third-party reporting. The large market provides us with additional opportunities to gain market share, even if online penetration remains unchanged over the near term. As the fourth largest online retailer of home furnishings in the U.S., our smart value brand pillar and strategic focus and strategy focused on increasing the breadth and depth of our home SKU product assortment will help us capture market share. Next slide. We like to show this slide to remind the investment community that Overstock has significant white space available in the quadrant where home goods expertise meets smart value. This quadrant is the natural and right place for Overstock to compete. We've been strategic about choosing to focus on it. We don't need to leverage outside debt and our capital-intensive business models to cast a wider net on either end of the customer value spectrum to drive sales. We believe such a strategy is unsustainable over the longer term, especially during volatile retail business cycles like the one we're in. We see evidence of this with some of our larger competitors who struggle with liquidity and debt financing. Our focus on the white space within our quadrant helps us generate the maximum return on investments. This strategy also influenced our choice of our six brand ambassadors They've been carefully selected for their home-related expertise to amplify Overstock's position in the marketplace. I will now talk to our three brand pillars, each of which are key to our continued growth. Next slide. The first brand pillar is product findability. Since the start of 2021, we have doubled our home-only assortment. We have been working with our partners to carry on-trend quality products to meet evolving customer needs. As the outlook for the housing market is blurred by rising mortgage rates, we see the potential for increased home-based projects that should support spend in renovation and home improvement categories, like bathroom vanities, where we have seen an uptick already this year. As we look ahead to our first holiday season as a 100% home-based retailer, our customers will be able to find everything they usually look for during this period. This holiday season is expected to be highly competitive. I'm pleased with how the team is positioned overstock to compete. We are strategically leaning into branded gifting categories like small appliances to capture market share from struggling competitors. We are working with some of the top brands in the industry, such as Dyson, KitchenAid, Calphalon, Hoover, Mr. Coffee, and Ossurp, and many others. We are doing this within our asset-light model and carefully managing inventory. We anticipate the relationships we build with these brands during the holiday season will open the door to partnerships with other prestige brands in the future. These brands like that we are now fully focused on home and are more willing to allocate inventory. Another key element of our efforts is the relationships we are building with our customers. We expect that serving their shopping needs during this important time will help us win repeat business in the future. Next slide. Our second brand pillar is smart values. The critical element of our evolution has been the development of pricing competency. We have improved how we establish price assortment relative to competitors, and we have consistently delivered on our core pricing KPIs quarter after quarter. We continue to make steady progress in comparing to competitive page views and are now able to match up to 66% of those views. This is the highest level since we embarked on our pricing initiative. Deep discounts, markdowns, and clearance activities by our competitors have not impacted our ability to deliver smart value to our customers and maintain our targeted gross margins. It is almost certain our revenue decline would have been worse if we did not have this capability. Something that gives us confidence in our smart value proposition is is the growth in the order mix of customers at income levels above $100,000. This change coincides with the increase in inflation this year. New customers acquired over the last few quarters are also exhibiting a similar trend, and in fact, the order mix of higher income new customers is tracking at the highest level since 2019. Simply put, our value proposition is resonating. These new customers are choosing to shop with us despite having the option to shop at other online and omnichannel home retailers. In a recessionary environment, real value on quality products becomes more important than ever. We are delivering that for our customers while maintaining profitability, which in this economic environment is, we think, quite an achievement. I should point out that while we have seen growth In the mix of orders from higher income demographics, our smart value still resonates with our current customers. Our app-based customers skew younger. Importantly, we continue to see the mobile app grow as a percent of sales and expect that to continue with the launch of our brand ambassadors. It is our best performing and fastest growing sales platform. Any way you look at it, As customers work to stretch their dollar, we are helping them make their dollars go farther. We strive to offer the highest quality products at the best price. Our high-low promotional model is intentional and critical to attracting and retaining our customers. And our smart value proposition is something our customers depend on and what differentiates us in the marketplace. Successful execution of this brand pillar enabled us to deliver the second largest Labor Day in company history and the largest single day of sale in year-to-date 2022. Our customers see that we deliver value across a broad and growing assortment of home products. Next slide. Our third brand pillar is easy delivery and support. As I've said time and again, our asset-light business model is good because We don't have an expensive internal logistics operation with a high fixed cost base or significant owned inventory on our balance sheet. We are always looking for ways to delight our customers and elevate their shopping experience without incurring substantial costs. I'm excited to share that we are working closely with UPS on a digitally led strategy, starting with a pilot in Q4 that will elevate our customer experience. We are launching a pilot program in which returns will now be possible through simpler home pickup options right from the customer's doorstep that don't require reboxing of the product by our customers. Through this pilot, both of our organizations will have the opportunity to better understand customer preferences and enable us to serve up options that align with their day-to-day lives. These post-purchase performance metrics will help us evaluate the end-to-end shopping experience for our customers. Initiatives like this one with UPS can go a long way in generating repeat business from our customers. During the third quarter, we made progress on our logistics and customer care operations to further enhance the customer experience. By the end of Q3, we were able to reduce large item home delivery times by 18% since the start of the quarter. We achieved this by diversifying our third-party large item carrier network with each new carrier needing to meet our high standards and service levels which we visually monitor and enforce. Another important aspect of post-purchase performance is customers' interaction with our customer care agents and the quality of services we provide. Our customer care productivity improved around 600 basis points during the quarter compared to the first half of 2022. We still have room for further improvement in case closure rates, and the quality of service we provide as we strive to deliver the best end-to-end purchase experience for our customers. Next slide. Our mantra is sustainable, profitable market share growth. Growth is a key component of our business. This slide shows several key drivers that are critical to support continued growth. Our differentiated business model is allowing us to pursue these growth drivers despite headwinds in the overall macro and competitive environment. These growth drivers are not capital or resource intensive. Other than limiting what would be inefficient marketing spend, our focus on profitability is not hampering the progress of any of our growth drivers. We are focused on these strategies while continuing to be disciplined in managing expenses. Next slide. We continue to direct our strategies to drive sustainable, profitable market share growth within our financial recipe card targets, even as the online market contracts. Overstock has opportunities to gain market share as we increase our brand association with home. Our annual targets remain unchanged. These include top-line outpacing the market to deliver market share growth under various macro scenarios Driven by our advanced technology, our unwavering focus on the customer, and our inherently adaptable business model. Gross margins in the 22% range so that we can deliver on smart value. Acknowledging these may fluctuate slightly from quarter to quarter, and the Q4 is expected to be highly promotional. Discipline G&A and tech spending to deliver operational leverage. Note, our ability to drive leverage on a year-to-date basis has been limited by the difficult sales environment. We will, of course, continue to manage these expenses carefully. And we continue to do our best to deliver adjusted EBITDA margins in the mid-single-digit range on an annual basis, something that will admittedly be difficult to do with the still hyper-competitive Q4 in front of us. Next slide. Now I will discuss a few updates on the Medici Ventures Fund. Next slide. Pellion Venture Partners has been a great choice to manage the Medici Ventures Fund as it actively helps advance the portfolio companies' respective businesses to create value for Overstock and its shareholders. I remind our shareholders that Overstock has met its financial obligation to the fund. Some recent developments in the Medici Venture Fund portfolio include first T0. In August, T0 completed its strategic funding round that was announced in February of this year. The round was led by Intercontinental Exchange. Overstock invested alongside ICE, the Medici Ventures Fund, and other investors. In February, Overstock committed to invest in aggregate an additional $15 million in Series B financing. We funded the first tranche of $7.5 million in February and the second and final tranche in August. Our additional investment shows our commitment to T-Zero and the belief in its leadership. Following completion of this funding round, Overstock's combined direct and indirect ownership in T-Zero is now around 54%. In other T-Zero news, In September, the T-Zero platform listed the largest tokenized security offering for XY Labs. In 2018, XY Labs raised $22 million, and with the T-Zero listing, those shares are now available to trade in the secondary market. Second bit. This leader in providing central bank digital currency, or CBDC, solutions announced today that it won the 2022 G20 Tech Sprint Global CBDC competition. Adima had partnered with BIT in this competition that received over 100 submissions from leading fintech firms. Together, BIT and Ademia were able to develop a CBDC solution for offline payments to ensure low-cost access with a variety of easy-to-use payment devices and the best identity management verification available in full compliance with regulatory requirements. This week, it has been a year since BIT and the Central Bank of Nigeria completed the launch of the eNYRA. The project is moving to the next phase of growth, which includes onboarding Nigerian trade and exchange platform, sector-specific tokens for grants and subsidies, and programmable payments. That has a bright future. Three, settlement. Settlement has a high-performance, low-code platform for blockchain application development that empowers engineering teams to build, integrate, and launch applications on Web3 infrastructure. The platform is a full-fledged blockchain platform as a service solution. Medici Ventures first invested in settlement in January 2017. Last month, settlement closed and oversubscribed up around funding that was co-led by Molten Ventures and OTB and included other new investors. Closing an up round against today's difficult venture capital backdrop is an impressive feat. The Medici Ventures Fund also participated in this funding round and now holds about 18% of settlement. Overstock did not directly invest in this round. Grain chain. In August, the company was named the Ag Tech Solution of the Year at the 2022 Ag Tech Breakthrough Awards. Grain chain pairs the security and traceability of blockchain technology with the efficiency and reliability of self-executing smart contracts to ensure producers get paid quickly, buyers receive immediately tradable title to commodities, and lien holders and other payees are paid first. The grain chain technology makes the entire supply chain process easier, faster, and safer for all. Recently, its CEO and founder, Luis Macias, was recognized as one of the top 100 CEOs in the ag tech space. In August, Latin American marketplace MercadoLibre announced the launch of its own token, the Mercado token. Ripio was the developer of this token. The coin rewards users for their loyalty at MercadoLibre. and can be used on the marketplace and is trainable via MercadoLibre's FinTech platform. I remain confident that the Medici Ventures Fund will prove itself to be extremely valuable to Overstock. Next slide. I'll now briefly recap the quarter and provide some final thoughts before moving to Q&A. To wrap up, during the third quarter, we remained profitable, stabilized our top line decrease, and improved our home-only revenue trend despite a weak consumer backdrop. A balance sheet is healthy, giving us real flexibility in the current macro environment. We continue to increase the breadth and depth of home assortment available on the site. We've embarked on a national brand campaign supported by six home-focused brand ambassadors that should help us in our efforts to strengthen Overstock's brand association with home. Our focus on smart value is important, especially in times where consumers' wallets are under pressure. We are successfully leveraging our mobile app to increase customer engagement. The Overstock business model is agile and resilient, reacts well to jolts in the market and consumer behavior, and can capitalize on opportunities to gain market share. Before we take questions, Let me note that I recently hit my 20-year anniversary at Overstock. During my tenure, I have worked with and learned from many talented colleagues. I'm thankful to the entire team for helping build a company that is strongly positioned for many years to come. Now, operator, let's take some questions.

Thank you. As a reminder, to ask a question, you'll need to press star 11 on your telephone. Please limit yourself to one question and re-queue if you have any further. Please stand by while we compile the Q&A roster.

Our first question comes from Peter Keith.

Your line is open.

Hi, thanks. Good morning, everyone. And thank you for the detail on the call. You know, I know it's a challenging environment out there with a lot of excess inventory and price competition. I wonder, Jonathan, if you can just comment on kind of what you're seeing in terms of the intensity. You mentioned that the pricing environment is still tough. Has it gotten worse versus Q2 and maybe even getting worse as we're entering the holiday season? How is it shaping up for you overall?

Here, the promotional activity is fierce. It stayed fierce through Q3. And you can see in Q4, we've already seen our competition have special promotional days. There were, you know, second time day, second way day. We had our over stack day. Target and Walmart have had special promotional days. The holiday promotions aren't waiting for Black Friday and Cyber Monday. They're happening now. So promotion is tough and fierce, but we're playing in this space and we'll play well and we'll play it within the bounds of profitability.

Okay. Thank you. Yeah.

Thank you. One moment. We have a question from Tom Forte with DA Davidson. Your line is open.

Great. So Jonathan, Adrian, thank you for taking my question. A real impressive job on the profitability. The question I have is the good news or the silver lining in a dark cloud is that you've seen material improvements in supply chain, including the related costs. How is that showing up in your results? Is it having a positive impact on your gross margin, as an example?

Let me talk briefly about supply chain, and then Adrian can talk to how and if it's impacting gross margin. The supply chain is different than it was during different times of the pandemic. The cost in containers has come way down to... pre-pandemic levels are even less. Factory usage in Asia is low, and that could turn to be of concern in the future because I think factory workers are going home, and sometimes when factory workers go home, they don't come back. The ports are clear because there's not a lot of product on the water. So there's not the backlogs there were in the past. Domestically, it's still tough. With high fuel rates, there's accessorial surcharges to get product to warehouses and to get products from distribution centers to customers. So parts of the supply chain have eased up and have become less expensive. Parts of them were still expensive. Adrienne, do you want to comment at all on what that means for what we're doing on gross margins, which I should say we've continued to maintain at a good rate?

Yes. Jonathan, I'll just add, you know, our gross margin improvement year over year is Generally, Tom, you know, driven by those operational efficiency, we've seen things like efficiencies in our customer care organization, returns handling, you know, merchant activities with our partners and negotiations. And these have really helped us offset this increased kind of highly promotional time.

Great. Thank you. Thank you.

We have a question from Anna Andreeva with Needham.

Your line is open. Great. Thank you so much, and good morning, everyone. We had two questions. You guys have done a really good job managing the expense base. Should we expect EBITDA margins still maintained at that mid-single-digit level next year if sales decline double digits again for the business? And then, secondly, you mentioned sales trends improved in late third quarter. Can you talk about what drove that, and what are you seeing in the business quarter today? And thank you so much.

Yeah, Anna, thanks a lot for asking those questions. We're still in the planning phase for 2023, and it's, you know, in this highly promotional market with weird, you know, tough macro times, it's tough to predict where we'll be 2023. I think we're in the planning process. I think you can expect us to give some more color on how we think 2023 to be when we announce our Q4 results. I will say, well, I've said that our aim for the annual adjusted EBITDA as mid-single digits for the year. You know, that won't be the case this year because we're not quite there now and the fourth quarter is tough. So, I mean, that's the thoughts on EBITDA. Adrian, do you want to answer any more on this? And then, Dave, I'll look to you to maybe add some color. Dave?

Yeah. On the sales trends, as we, as we transitioned from the third to the fourth quarter, Jonathan mentioned earlier, it is extremely promotional, highly promotional. And we've got a full lineup ready. We've got some new and exciting types of promotions. It's just time to pull out all the stops right now. We're competing for a customer out there.

Yeah.

Nothing further to add on that, JJ.

Yeah. You know, the, fourth quarters started tough, just like the second and third quarters were. There's still a lot of fourth quarter in front of us. And there's still a lot of time when shoppers shop in front of us. So it's hard to know how the fourth quarter is going to come. You know, you mentioned What happens if we continue to experience double-digit strength next year? That's certainly not the intention. The goal is to get back to growth. Like I said, we're in our planning process. We're seeing where things are, more color on that in the future.

Thank you. We have a question from Steven Forbes with Guggenheim. Your line is open.

Good morning, Jonathan Adrian. I wanted to explore customer demographic and engagement trends given your commentary about the higher income customers. So curious if you can break down the customer base by household income level, just the general percentages, and discuss if you're seeing any difference in loyalty, engagement, and or just what the conversion drivers are right among those different income levels?

Steve, I appreciate the question. We typically haven't, and we won't provide detail on customer demographics, you know, on a more granular level. We are seeing more 100,000-plus income demographics shop at us. We don't think that's a trade-down. because we don't think we're a trade down. We think it's a trade to value. We have that quality product and customers at all income levels are looking for it. We think the upper income demographic is becoming more value conscious, but not necessarily trade down at this point. Dave, anything you'd add on customers?

I would just add that as our mobile app continues to grow in the mix of our total business, that is a customer base that is in that category that Jonathan mentioned, the 100,000 plus, that is also driving that. And they prove to be a more loyal customer on the app.

Yeah, I would say mobile brings two customers. It brings a higher income demographic and it brings a younger demographic. And those are, you know, not necessarily overlapping, but those are two demographics that come through mobile. I'm excited about this brand ambassador campaign. I think they're going to help our mobile app continue to be strong, and it's already our fastest growing channel. So pretty exciting, I think.

Maybe just a quick follow-up on the brand ambassadors as it relates to the customers you're targeting. Curious if you can comment if you have any insight into their follower base in terms of who they are, right, their income levels. I mean, do the brand ambassadors have reach across a broad demographic profile, or are you sort of targeting some subset of the U.S. consumer?

They do have pretty broad reach. These were carefully selected ambassadors. We think they appeal especially to the savvy shopper. who we go after. But the focus in choosing them was more to get home-centric ambassadors that would appeal to folks that are already in the home shopping market, the decorating market, the home improvement market. that was the focus in picking these six. And I got to tell you, as I've met with them individually, they are not only are they just good, good people, they know their stuff and their followers love them. And, you know, I'm a fanboy now. I'm really excited to have them on our team.

Thank you. Best of luck.

Thank you. And our last question comes from Rick Patel with Raymond James. Your line is open.

Thank you, and good morning, everyone. Just to follow up on the gross margin question, great to see the continued expansion there despite the elevated inventory and discounting pressure. Can you talk about your confidence in continuing to realize operating efficiencies as we think about the fourth quarter and 2023? I guess I'm curious to what – To what extent do you expect this progress to be sticky and perhaps create a stronger foundation for a growth margin to expand from once the discounting normalizes? Because it seems like the 22% long-range target could have some upside potential in a more normal environment.

Yeah, Rick, that's a great question. One thing that I think helps us maintain these growth margins, even in a highly promotional period, is our asset-light model. we own almost no inventory. And so, you know, we are not liquidating our own product. And when our partners have excess inventory, they're able to take the cost down that we pay them, and that allows us to keep this same gross margin. So while some of our competition that owns inventory, when they liquidate and impact their gross margin, we're able to compete at the same gross margin level. We've been asked a lot about where gross margins go in the future. How we've always answered and how we still answer is as the market continues to penetrate, to penetrate into online, migrate into online, we think it's important to keep our gross margins roughly where they are so that we get these new customers that are becoming online purchasers. We also think it's important to keep gross margins roughly where they are to provide smart value. When the market matures, that online penetration matures, we think that will be the time to take a look to determine whether it's time to do something with the gross margins. But don't expect that, you know, post... this highly promotional period, we're going to start jacking up growth margins. The 22%, 23% range is really what helps us with our customer base. And when that one chart where we're in the quadrant with lots of white space, there's a lot of room to grow there, and that growth margin helps us do that.

The Come On, Get Comfy campaign looks really great. I know it's only been a short period since it launched, but any initial reads on the uptick in demand since it went live? And I know you have some really big hitters among the brand ambassadors. Along those lines, I guess, what's the right way to think about the outlook for sales and marketing expense going forward?

Yeah, so the Come On, Get Comfy ad has been out less than a month. It's hard to have super reliable numbers on it, but I will say the initial numbers are good. And the traction it's getting, particularly where it's a little easier to track YouTube and other online channels, have been really encouraging. Pretty exciting. Second part of the question.

Yeah, just the brand ambassadors. You have some pretty big names, so I'm just curious how to think about the sales and marketing line.

Sales and marketing spend, yeah. So our goal is to keep our sales and marketing spend where it is, and it's moving marketing dollars from one channel to another and monitoring that carefully. Now, I will note when the fourth quarter gets highly promotional, Sometimes our marketing percentage picks up just a bit, but we monitor that carefully because we don't have a lot of points in gross margin to spend more on marketing to maintain profitability. So our marketing spend is about as high as a percentage of sales as I'd like to see it. And that's kind of what we're trying to maintain right now.

Very helpful. Thank you and all the best for Halliday.

Thank you, Rick, and thanks to everyone who participated in today's call. We appreciate your interest in and ownership of Overstock. We are in an industry that is going through a rough patch, but we believe we are navigating it well. We believe our strategy of spending for growth while focusing on profits is the right long-term and winning strategy. I wish all of you and your families a happy holiday season and remind you to shop early and often on Overstock. The deals are great. We'll talk to you next quarter.

This concludes today's conference call. Thank you for participating.

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