Qurate Retail, Inc.

Ladies and gentlemen, thank you for standing by. Welcome to the Curate Retail Incorporated 2021 Q4 earnings call. During the presentation, all participants will be in a listen-only mode. Afterwards, we will conduct a question-and-answer session. At that time, if you have a question, please press star 1 on your telephone. As a reminder, this conference is being recorded February 25th. I would now like to turn the conference over to Courtney Chun, Chief Portfolio Officer. Please go ahead.

Thank you. Good morning. Before we begin, we'd like to remind everyone that this call includes certain forward-looking statements within the meaning of the Private Securities Investigation Reform Act of 1995. Actual events or results could differ materially due to a number of risks and uncertainties, including those mentioned in the most recent forms 10-K and 10-Q filed by our company and QVC with the FCC. These forward-looking statements speak only as of the date of this call and curate 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 Curate Retail's expectation with regard thereto or any change in events, conditions, or circumstances on which any such statement is based. Please note, we publish slides to accompany the earnings release. On today's call, we will discuss certain non-GAAP financial measures, including adjusted OIDA margin, free cash flow, and constant currency. Information regarding the comparable gap 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 on our earnings presentation, which are available on our website. Today, speaking on the earnings call, we have Curate Retail President and CEO David Rawlinson, Curate Retail Group CFO Jeff Davis, and Curate Retail Executive Chairman Greg Maffei. Now I'll hand the call over to David.

Thank you, Courtney, and good morning to everyone. Thank you for joining us today and for your interest in Curate Retail. For the full year, total company revenue declined 1% and adjusted EBITDA declined 5%, reflecting the weakness in the back half of the year, primarily related to supply chain constraints, product scarcity, and cost inflation. Today, we'll mainly discuss our fourth quarter performance, this earnings release, follows our pre-release in January. During the initial weeks of the fourth quarter, QXH experienced improved performance from Q3, and we expected that trend to continue. QXH revenue increased low single digits in October, as we benefited from carry-in of advanced orders, as well as from consumers starting their holiday shopping earlier than normal. November revenue softened a bit and was down low single digits due to supply chain challenges and the underperformance of our replacement product choices. In December, we saw a meaningful deterioration as revenue declined mid-teens. December's weakness reflected ongoing supply chain constraints and customers concluding their holiday shopping earlier than normal. According to internal surveys, in early December, nearly half of QVC and HSM's customers indicated they had already completed or nearly finished their holiday shopping. December results were also impacted by uncertainty around the Omicron variant and the fire at Rocky Mount, which affected our ability to ship product and meet guaranteed gift delivery times. We did not expect our fourth quarter results to deteriorate at this rate. and thought it was important to issue the pre-release for transparency. As we enter this turnaround, we will continue to try to help the markets understand our progress. Obviously, we are not pleased with our Q4 performance. The team and I are focused on the turnaround of this business that will modernize the value proposition, stabilize the core flagship brands, and exploit growth opportunities. We feel confident in our ability to deliver although we know that it will take time to rebuild some aspects of the business and to innovate. While we are concentrating on increasing the value proposition and establishing a new growth path, we will maintain our focus on cost control and free cash flow generation. We will be disciplined on the expense side and believe that we can maintain strong free cash flow while we weather through the current environment and invest in the future. Our fourth quarter performance at QXH in particular was impacted by three main factors, temporary drivers, execution challenges, and longer-term macro headwinds. Let me provide a bit more context for each. First, temporary drivers included continued supply chain challenges, including missing key electronics product deliveries. the tragic fire at our Rocky Mountain, North Carolina fulfillment center. Earlier than normal holiday shopping by consumers, uncertainty around the Omicron variant and inflation, which both led to suppressed demand among our customer base, and finally cost and inflation for fulfillment center labor, freight, and marketing. Second, we faced some execution challenges. Simply stated, we made merchandise choices that did not perform, particularly in home and electronics. Additionally, a matrixed QXH organizational design that slowed decision-making continued to be a drag on our ability to quickly and effectively adjust in a dynamic market. Finally, of course, we continue to face some longer-term headwinds, including shrinking linear TV reach and intensifying competition for the attention of our core customer. Let me explain how these factors affected QXH. Despite our communicating upstream to better anticipate supply chain delays, disruptions continue to impact our ability to procure product on a timely basis. Approximately 30% of trans-Pacific vessels were canceled within days or weeks of scheduling by the carriers. Congestion at U.S. ports on the West Coast spread to the East Coast ports and to Savannah, Georgia, which QXH utilizes. Vessels that anchor at U.S. ports were delayed 5 to 45 days, making shipping times hard to predict. And a shortage of U.S. road trucking capacity further exacerbated shipping challenges. These factors led to delayed receipt of our purchase orders in Q4. The majority of QXH's purchase orders arrived later than scheduled, and of those purchase orders, the average delay time was about four weeks. Supply chain disruptions, and therefore the inability to have the right product at the right time, caused us to shift a substantial portion of our today's special values, our TSVs, and today's specials are TSs. Approximately half of the TSBs at QVC and nearly two-thirds of the TSs at HSN were shifted in Q4, compared with about one-third in the prior quarter for QXH. As I described last quarter, this low product availability and the need to shift to suboptimal and less planned offers significantly and uniquely impacts our business. Demand sales on days where we shifted our TSV, our TS offerings, on average, generated two points lower demand compared to a day that continued as scheduled. This also impacts our customer volume. Typically, we over-index in home and electronics in Q4, and these categories were more relevant to new and reactive customer acquisitions. The need to shift so many of our offers on short notice and the performance of our product choices affected our ability to generate demand, particularly in the home and electronics categories and therefore among new and reactivated customers. Our pre-buy options and other actions we identified on our last call were insufficient to counter product shortages and were a significant driver of the softness and the home and electronics categories, and the resulting impact to our customer file. From a customer perspective, we estimate that new and reactivated customers contributed to more than 60% of QXH's shift sales decline in the quarter. Growth in our fashion categories partially offset the weakness in home and electronics. We shifted airtime to fashion and grew apparel 19%. Beauty returned to growth of 4% this quarter, marking the first quarter of growth since the second quarter of 2020. The gains in these categories were primarily driven by the highest strata and our best customer cohort, who over indexed to apparel and beauty. Our best customer cohort is a core driver of the QXH business. This cohort has been remarkably stable over the years. For example, at QVC US, it comprises about 16% of our customer count and accounts for about 70% of our ship sales. Although there has been slight contraction in the best customer file in the last 12 months, our best customers are still behaving largely in line with historical patterns, and their average spend and items purchased has increased over the past 12 months. While our best customers remain solid, we are focused on recapturing growth in new and reactivated customers throughout the year as they serve as a funnel into our best customer file. Turning back to the total customer file, even with the overall sales decline and reduced customer count, the average spend per customer for existing, new, and reactivated cohorts all grew in Q4. We believe that this is a positive indicator that when we do have compelling products at the right time, our customers remain engaged. It also demonstrates that the business continues to have pricing power during an inflationary time, most notably among our proprietary brands, where we will continue to invest. QXH Oibida declined due to sales deleverage and cost inflation. Jeff will discuss this in more detail. One driver of the decline was marketing. We invested in a national advertising campaign to raise affinity and consideration of the QVC and HSN brands in the fourth quarter. Surveys indicate that the campaign elevated prospective customers' opinion of and consideration for both brands, but we do not think it was a substantial driver of sales. This was a one-time event, and although we will continue to experiment with brand marketing going forward, we are reducing marketing spending in 2022. Let me now provide an update on our Rocky Mount fulfillment center. The fire that occurred on December 18th was a tragic event that resulted in the loss of a contractor colleague, as well as disruption to our business that impacted all of our team members and the local community. Since then, we have been highly engaged in supporting our approximately 2,000 Rocky Mountain team members and the community impacted by the fire. I am truly grateful for the outpouring of support we have received from the local community, our partners, and our customers, and for our team members commitment to each other. To minimize the disruption to our operations in the short term, we are leveraging our fulfillment center network. Excluding Rocky Mountain, QXH operates eight fulfillment centers in the U.S. In response, we diverted incoming orders to other fulfillment centers. Hard goods were sent to Bethlehem, Pennsylvania, Suffolk, Virginia, Florence, South Carolina, and Ontario, California. Soft goods were diverted to Bethlehem and Ontario. We do not expect a material impact to incoming fulfillment center operations by leveraging our existing network and have already largely recovered our inbound fulfillment capabilities. Delivery performance is still degraded but improving. Rocky Mountain is QVC's primary return center for hard goods, and while we are still making good progress bringing down a backlog of returns processing, which are at normal, seasonally higher levels, we are ensuring our customers can receive expedited refunds as we work through this challenge. We are working on longer-term plans for order fulfillment and returns processing. and just signed a lease for a new site next to our Florence fulfillment center to handle hard good returns. Before I move on to other business units, let me provide insight into what we're doing at QXH with respect to the three main factors that impacted our Q4 performance. We know the retail industry as a whole is facing some of the same temporary drivers we faced this quarter. namely supply chain constraints. However, these challenges have had an outsized impact on our product of the day model that is different from other retailers. We anticipate most of the supply chain pressure will persist through the first half of the year and then abate. And frankly, we will need to better navigate this dynamic. We are organizing now to be more agile when facing these sorts of challenges. As it relates to execution challenges, we are actively taking steps to stabilize the business and lay the groundwork for improving our long-term performance. Although we are in the early stages of this turnaround, we have already begun to take tangible action. We are taking a new leadership approach at QXH. Leslie Ferraro, former president of QXH, departed on January 14th. We are rolling out a new go-forward operating model for our two flagship brands, QVC and HSN. This will include enhancements to how we run the digital merchandising and streaming parts of those businesses. I look forward to sharing more on this soon. With respect to longer-term headwinds, we are pushing hard and formulating a goal for growth in digital strategies, and we have intense work streams underway. We are moving toward an organization that has increased focus agility, and accountability. We will maintain a focus on cost control and free cash flow generation while also launching new initiatives designed to drive growth on new media and new platforms in the medium term. We are planning to host an investor event in Q2 where we will discuss these initiatives in greater detail. Now turning to the other non-QXH businesses. At QVC International, we experienced similar supply constraints and product scarcity in Europe as we did in the U.S. Approximately 35 to 40 percent of our TSVs in the U.K. and Germany needed to be shifted and replanned. While this was down slightly from about 45 percent in Q3, it still had a significant impact on our European businesses. Japan was not affected as much by these challenges and was broadly flat versus 2020 with strong growth versus 2019. QVC International deployed and scaled its new advanced analytics platform across all European markets in 2021. This innovation is designed to drive enhanced pricing decisions. while QVC International experienced softer revenue in the back half of the year. I don't want to lose sight of the fact that it generated solid revenue and OBDA gains for the full year of 2% and 8% in constant currency, respectively. Cornerstone was the star performer once again. We generated record revenue at each of the brands in Q4, as we continue to benefit from strong demand for home products, as well as for apparel and home textiles at Garnet Hill. The demand strength reflects Cornerstone's above average customer demographic file, the absence of promotions, and successful efforts to expand and refresh its product assortment. We also benefited from our retail expansion and stores being open full-time compared to Q4 of 2020. We opened new Ballard Design stores in Nashville in November 2020 and Houston in Q1 2021. Given this strong performance and growth and the success of existing brick and mortar stores for the brand, we look forward to continued investment in this business and intend to open three retail stores in the back half of 2022. At Zulily, The trends that I described on our last call continued. Product scarcity impacted our ability to generate demand. National brands, which comprise approximately one-third of Zulily's sales, declined 30% in the quarter. Zulily experienced deleverage through the P&L, driven by the sales decline. Increased supply chain costs forced Zulily to reduce marketing spend and raise prices. Marketing inefficiencies were primarily a result of iOS privacy changes and cost inflation in Zulily's marketing channels, which further exacerbated the impact of reduced marketing spend and other cost reduction actions taken. All these factors led to a 37% decline in traffic in Q4. Zulily is refocusing around moms who make purchasing decisions for their households. We continue to believe this is a large addressable market that is currently underserved. Accordingly, we are prioritizing enhancing the experience for these moms while providing great fresh product bonds and intense cost management to allow us to deliver on our value proposition. This business will have to shrink to grow, getting control over its unit economics reestablishing a core value proposition that once again resonates with our core customer and reinvigorating the top line around this new base. Before I turn the call to Jeff to discuss each business in more detail, let me close with some perspective. We are at both a challenging and exciting moment for Curate. We are fully focused on the headwinds facing our still successful and profitable video commerce business. While those headwinds are too often exaggerated, they are real. Internally, we are being honest about those challenges and what it takes to overcome them. One of those challenges involves moving with more urgency. Frankly, consumer behavior has evolved more quickly than has our business model. To recapture market share, We must catch up. That will involve new skills, new talent, and new pace. As we shared at our Investor Day last November, we are starting from a position of strength in video commerce. Our digital ecosystem is unique. No other retailer has our combined reach in broadcast TV globally and the distribution we have expanded into live streaming, social, and digital platforms. We have 30 plus years of live video selling experience and have developed core skills that other retailers do not possess. Our experienced retail leadership team is dedicated to serving our customers. As a result, we have a highly loyal customer base that truly trusts and connects with our hosts and own our platform on a regular basis. We have the infrastructure reach and partnerships, and the cash flow and balance sheet to both support our growth ambitions and provide returns to shareholders. We will make this business better every day, but we also understand that we are on a journey that will be measured by months and quarters, not days and weeks. It is hard work and will entail making some hard decisions, decisions on people and costs. But it is also invigorating because we know that the world is evolving to meet a prominent, human-centered, personalized, digital video commerce player. And that should and will be us. And the rewards for getting there will be substantial. We look forward to sharing more as our plans progress and actions are taken. Now, I'll turn the call to Jeff for a more detailed review of each of our businesses.

Thank you, David, and good morning, everyone. Unless otherwise noted, my comments compare financial performance for the three months ended December 31st, 2021, to the same period of 2020. Starting with QXH, revenue of $2.5 billion declined 7%, primarily on lower unit volume. Overall customer counts declined in comparison to the strong growth we experienced in 2020. However, the average spend and number of items purchased per customer increased 12 and 11% respectively. E-commerce revenue of 1.6 billion declined 6%, though increased 40 basis points and penetration. As shown on slide six, we experienced a shift in category mix, primarily into apparel and beauty, and a reduction in home and electronics. Apparel increased 19%, driven by bus customers in combination with our largest exclusive and proprietary brands, with strength in classic and contemporary wear. Beauty returned to growth, up 4%. We shifted more airtime to beauty, as discussed in our Q3 call, and experienced growth in skincare and devices. Home declined 14% versus Q4 last year, but was up slightly from Q4 2019. Compared to last year, demand was lower, most notably in fitness and wellness, kitchen electrics, cookware, and kitchen accessories. Electronics declined 12%, with demand challenges primarily in audio and gaming related to product availability. Prolonged supply chain challenges, longer-term macro cost pressures, and fewer new and reactivated customers suppressed our home and electronics businesses. In the fourth quarter, we typically over-indexed into categories which attract more new and reactivated customers than our fashion categories. This contributed to the tough comp to 2020 and new and reactivated customer count. Adjusted OIBDA of $374 million declined 23% and adjusted OIBDA margin decreased 310 basis points. Looking at the main components of the margin compression, gross margin was unfavorable 180 basis points, primarily due to higher fulfillment expenses and lower product margins. Fulfillment expenses increased due to elevated costs for labor, freight rates, and shipping materials, as well as surcharges for containers waiting to be processed. Product margins were supported by higher margin category mix, particularly in apparel, and greater penetration of shipping and handling revenue. Unfortunately, this was more than offset by increased inbound logistics costs and comping favorable returns in the prior year. As indicated last quarter, we continue to take pricing actions to particularly offset inflationary cost pressures. These actions were implemented primarily in our proprietary fashion categories and to a much lesser extent across our non-proprietary and national brands. In aggregate, our pricing actions were neutral to overall product margins. Operating expenses were unfavorable 20 basis points, primarily due to increased hours and higher labor rates for customer service. Our SG&A was unfavorable 110 basis points, primarily due to higher marketing spend and bad debt, partially offset by lower administrative costs. Marketing increased 140 basis points. Approximately half of this increase was related to our national advertising campaign, and the remainder was primarily cost inflation. Bad debt reflects favorable prior year provision adjustments, which were partially offset by favorable category and customer mix, which yields lower default rates. Administrative costs were largely favorable from reduced incentive compensation accruals partially offset by fixed costs associated with the QVC2 returning to live programming. We are now broadcasting 13 live hours per day and 91 hours per week on QVC2. Now let me address the financial impacts for the fire of our Rocky Mount Fulfillment Center, which processed approximately 25% to 30% of our QVCUS volume and served as QVCUS's primary turn center for hard goods. The building was significantly damaged by the fire, and we closed for the foreseeable future. We have taken steps to mitigate disruptions to the operations, including diverting inbound orders to other fulfillment centers. We will continue to leverage QVC's existing fulfillment centers in the near term, as David mentioned, and are working to address the seasonably higher backlog and returns. For the year ended December 31st, 2021, we incurred approximately $250 million of fire-related costs, including $130 million loss of inventory, $87 million loss of fixed assets, and $29 million in other fire-related costs, which includes $21 million of non-reimbursable costs primarily related to shutdown pay and severance expense. Based on the provisions of our insurance policies, we have determined that the recovery of certain fire-related costs is probable. As of December 31st, we recorded an insurance receivable of $129 million, net of $100 million insurance proceeds already received in the fourth quarter. All fire-related costs net of insurance recoveries are recorded below adjusted OIBDA. We are still in the process of accessing the damage to the property and submitting relevant insurance claims. We expect to continue to record additional costs and recoveries until the insurance claim is fully settled. While we have taken steps to minimize the overall impact to the business, in calendar 2022, we expect a negative impact to net sales tied to the inventory loss, as well as increased warehouse and logistic costs. Moving to QVC International, my comments will focus on constant currency results. Revenue declined 5% on lower unit volume. While revenue softened a bit from the third quarter, it increased 4% compared to Q4 2019. Our European businesses face similar supply chain and product scarcity challenges as QXH. QVC Japan, which is less impacted by supply chain constraints, was essentially flat in Q4, but grew 11% from Q4 2019. Customer counts declined from the strong gains of 2020, yet increased 2% compared to 2019. E-commerce revenue was down 4%, while penetration increased 100 basis points. QVC International experienced declines primarily in home, beauty, and electronics for similar reasons as QXH. Compared to 2019, the business generated growth in home, apparel, and beauty. Despite the revenue decline, adjusted EBITDA increased 2%, an adjusted EBITDA margin expanded 160 basis points in the fourth quarter. Gross margin improved 120 basis points, primarily due to favorable inventory obsolescence and improved product margins, which were partially offset by higher fulfillment costs. Product margins reflect favorable returns and higher liquidation recoveries. Inventory obsolescence reflects improved inventory quality and lapping higher reserve positions in 2020. Fulfillment costs were unfavorable due to higher freight rates in the European markets and increased labor rates caused by supply chain pressures. Operating expenses were unfavorable approximately 20 basis points, primarily due to higher TV commissions from increased carriage costs in Japan and deleverage in Europe. SG&A was favorable approximately 60 basis points, primarily due to lower management incentive accruals, which was partially offset by fixed cost deleverage. Moving to Cornerstone, revenue of $357 million grew 8% with record Q4 revenue at each of its brands, driven by sustained demand for interior furnishings, decor, case goods, fabrics, seasonal, and bath products, as well as in apparel and textiles in Garnet Hill. E-commerce revenue of $274 million increased 10%, and penetration rose 160 basis points. Adjusted oybida of $34 million decreased $6 million due to higher inbound logistics costs Excluding these higher logistics costs, adjusted EBITDA would have grown in the fourth quarter. Looking at Zulily, revenue of $351 million declined 30%, reflecting product scarcity for national brands and the marketing inefficiencies that David mentioned. As a result of our annual impairment assessment, We recorded a $363 million non-cash impairment charge at Zulily. $233 million was attributable to Goodwill, and the remainder was related to its trade name. While this aggregate charge is included in operating income, it is excluded from adjusted OIBDA. Adjusted OIBDA loss declined $19 million. primarily due to sales deleverage, partially offset by higher product margins, reduced marketing spend, and lower incentive accruals. We are taking decisive cost actions in response to Zulily's business performance. For example, we will exit the fulfillment center in Bethlehem, Pennsylvania in the back half of 2022. This facility handles approximately 25% of Zoodaly's volume, and we do not anticipate the closure to have a negative impact on customer experience. Turning our attention to the consolidated balance sheet and cash flow, capital expenditures were $244 million in 2021, and we spent $187 million on renewals of TV distribution contracts. For 2022, we anticipate CapEx to range from $265 to $295 million, and renewals for TV distribution agreements to approximate $80 to $90 million. Free cash flow was $611 million in 2021. The year-over-year decline was primarily attributable to prior year improvements in working capital due to strategic sourcing actions and the reduction in customer installment payments, which were not repeated in the current year. In addition, we're carrying increased amounts of in-transit inventory and higher amounts of capitalized inbound freight. And in calendar 2021 was an on-cycle year for the TV distribution contract renewals. Looking at our debt profile on December 31st, we had 481 million drawn on the QVC Revolver with 2.8 billion available capacity. Our average, our leverage ratio as defined by the QVC Revolving Credit Facility was 2.1 times and we are committed to our 2.5 times leverage target. In November and December, We exchanged and redeemed all of the 3.5% MSI exchangeable debentures for a net cost of $315 million. And we purchased a portion of the 4% exchangeable debentures as part of our tax and liability management. With that, I'll turn it over to Greg.

Thank you, Jeff. I want to echo David's comments. We were extremely disappointed by the Q4 and full year results. Nonetheless, I think we're all excited by David's leadership and the changes he is spearheading across the organization. He's already taking action and expect more to come. Despite the disappointing results of the year, we did return meaningful capital to shareholders during 2021, including the $488 million special cash dividend we paid in November, about $100 million through interest payments to the holders of the Curie Preferred, and the repurchase of about 10% of our share count in 2021 based on the shares outstanding at the beginning of the year, including total repurchases in the fourth quarter of $168 million. We also continue to improve Curate's debt profile, as you heard, and we took action at both the holdco level and the outco level to manage our debt, including exchange and redemption, as Jeff mentioned, of the 3.5% MSI exchange both in the fourth quarter. Curate does still benefit from a strong free cash flow flow profile, despite navigating a challenging execution environment. And we remain committed to delivering value to our shareholders, including through the return of capital and proactive management of our debt and tax liabilities. We will continue to chip away at the remaining exchangeable to manage that wholesale debt. In summary, we are committed to shareholder returns as David leads this business into the next chapter of digital innovation and the return to growth. Thank you to the listening audience for your continued interest in Curate Retail. And now, operator, we'll open the line for questions. Thank you.

Thank you. And if you would like to ask a question, please signal by pressing star 1 on your telephone keypad. If you are using a speakerphone, please make sure your mute function is turned off to allow your signal to reach our equipment. Once again, everyone, if you'd like to ask a question, press star 1 at this time. All right, and we'll take our first question from Oliver Winter-Mansel with Evercore. Please go ahead.

Yeah, good morning, guys. I had a question. Thanks for giving us the cadence throughout the fourth quarter. Could you maybe, I know you don't guide, but because this is the trends in December were very weak, so could you maybe give us a little bit of update on how the business is trending year to date and we're almost two months into the quarter, that would be helpful.

Yeah, thank you, Oliver. Good to hear from you. I don't think we want to guide to the quarter. I would say that we, I noted in my comments that December was down mid-single digits before bottoming out. And so that changed as we went through the month of December, so I would not read ahead what happened in December to think that it continues into future quarters. But other than that, I don't think we want to get into too much forecasting of Q1 or guidance.

Okay, thanks. And then the other question I had was if you mentioned three impacts in QXH, one temporary, then execution, but then I think the third one you mentioned increased competition. Could you maybe expand on that a little bit, what you're seeing there in the competitive space?

Yeah, absolutely. So part of what we saw through the fourth quarter among competitors, of course we saw them taking some price in regard to inflation, but we also saw store traffic go back up. We saw a lot of brick and mortar either reopen our advertising campaign, driving people back to stores. You also saw an increase in digital marketing, which drove some digital marketing inflation throughout the market. And then finally, click and collect, order online and pick up at store also grew substantially. And so you saw the market sort of rebalancing from online back to a more natural mix probably of offline. And I think you also saw people getting out the house and getting offline a touch in terms of how they balance their shopping. So we're definitely we definitely saw those trends. And I think it just makes for, once again, a richer and competitive environment than what we faced as the pandemic concentrated some of the trends.

Got it. Thanks very much, and good luck.

Thank you.

Our next question will come from Jason Haas with Bank of America. Please go ahead.

Thanks. Good morning, and thanks for taking my questions. So, David, I'm curious, now that you've been here for some time and had the chance to assess the business, I'm curious, as you start to think about the go-forward strategy, what areas of the business you're looking at, you know, what changes are you thinking to making to improve performance?

Yeah, I appreciate the question. I would say a number of things. I think, first, we just have to... continue getting better every day in terms of execution. Some of that is about a culture of accountability. Some of that is about structure and making sure that we have the people who can make decisions real time at all levels in the organization. So we're thinking carefully about organizational design to make sure we can act with accountability but also urgency and speed. And that only becomes more important as the world gets more dynamic. Part of the reason those things, by the way, are important is because we do still have very strong core assets to take advantage of. So if you look at the past year, actually, minutes viewed was up every quarter this year. We had over 65 billion minutes viewed in 2021 in QXH, and that was a number that was up well over 4%, almost 5%. for the year, and so at the core, our core assets are still very strong. We have to be able to convert those core assets into sales, and so an awful lot of that is about execution. I think part of the execution challenge also is making sure we have the right products at the right time. Some of that's supply chain, but also some of that's product vision, and so we're really taking a look at our merchandising operation and what needs to be true for how we operate there to make sure we're getting in front of consumer demand and consumer trends. From there, I would say we know that outside of linear TV, the opportunity in live stream shopping, social shopping is very substantial and we're under indexed to those areas relative to their relative areas of growth. And so we have to pivot the business so that we're taking advantage of those spaces. We have every right to win in those spaces. I think our competitors are looking for us to win in those spaces, but we have to be there competing to truly take advantage of them. And so we are organizing a little bit differently to make sure that we have dedicated resources, dedicated vision in those spaces. I'll also say we're adding some talent and I have more to say on that later, but we've already made a couple of hires in the digital space that are gonna help us take a different view about how to get there with some amount of speed. We'll have more to say on all of these things. We're doing a top to bottom assessment We're also looking at things like compensation. We're remixing how we look at some short-term incentives to drive good behaviors for both responsibility for top-line growth and bottom-line performance. And so we think there's a lot of opportunity because there are substantial places of growth that we aren't fully participating. And then we have core assets like Linda's view that are actually growing that if we can drives increased efficiency and the use of those core assets also provides a real opportunity for the company. Some of those things are structural. Some of those things are cultural. We're concentrating on all of them while also understanding that the ship doesn't turn overnight. It's going to take some time. It'll take, I think I said in the script, that it's going to be measured in months and quarters, not days and weeks. We're going to do this with an eye towards long-term value creation for our shareholders, and we're going to do it in a responsible way that respects the stability of the asset we have and a really special culture of caring and commitment to each other and our customers within the company.

Thanks, that's helpful. You mentioned TV minutes viewed being up, and I know we've talked a lot about on previous calls about the fact that you've picked up a lot of customers throughout the pandemic. So I'm curious what you're seeing now in terms of retention rates. Do you still feel good about your ability to keep those customers? Or I guess now that maybe post-Omicron things are starting to open up a little bit more, are you starting to see any sort of higher churn in that customer base?

Yeah, thank you for that. There are a number of pieces to that answer, so let me walk through a few different components. The first is, I think, we believe that newly acquired digital customers, some of those bumper crops of customers that we got during the pandemic, were less invested in our core video content, and the increased competition from brick and mortar reopening and the buy online, pick up at stores did change the retention dynamic slightly among that customer group. I would also say that historically, once we have a customer, retaining them is highly dependent on getting a second and third purchase, after which they basically become customers for life. Usually a new customer purchases in the same category for their second and third purchase that they did for their first purchase. often the first purchase is a home purchase or an electronics purchase, because those are the categories that are best for attracting new customers. And of course, both home innovations and electronics were down sharply. And so what that often means is you bring in somebody early on in a home or electronics category, and then you de-emphasize those categories so you don't get a second purchase, and that increases the churn dynamics. And we certainly saw some of that in those increased customer profile bases. In terms of the quarter and how it played out, we think about 60% of the shift sales declining, QXH and Q4, was attributable to the relative weakness and new and reactivated customers. The last piece that I would point out in that regard is that We saw real inefficiencies in digital marketing. Digital marketing costs in Q4 were up 30% to 40%. On some days like Black Friday and key weekends in December, we actually saw digital marketing costs up something like 50%. Part of how we get a customer to repeat is by reaching them through our digital marketing channels and in a world where that's more expensive and we're making different return on investment tradeoffs, we weren't able to hit them with quite as much activity to encourage long-term behavior as we might typically do so. So I think looking back at those customer cohorts, I think there are a number of reasons why we have seen a little bit of an elevated churn dynamic among that customer base. I guess I would be encouraged by two things. The first is we have continued to see those new customer demographics, for those that stay, they are maturing into our best customers at something close to historical rates, and once they become best customers, they're continuing to be as loyal and as prolific in terms of their shopping behaviors as our historical best customers always have been. And so we are still filling the funnel of best customers with some of those bumper crops of pandemic-fueled new customers.

Thanks. That's good to hear. I appreciate the call.

All right. And next question will come from Edward Ruma with KeyBank Capital Markets. Please go ahead.

Hey, thanks very much for taking the question. I guess two from me. First, you outlined a lot of initiatives you're working on, right? Some seem to be kind of maybe more easy to rectify in the short term, merchandising issues, missteps, and then maybe some more structural issues and where you have to maybe augment the talent pool. I guess as you dimensionalize the timing around a turn, and I know you're not guiding, but how should we think about the sequencing of things you can affect quickly that we should see the responses for versus what's going to take longer? And then as a follow-up, you guys have done a good job of returning capital to shareholders. With the stock down here, I guess, how do we think about your openness to share buyback? Thank you.

Yeah, I'll take the first part and then let Greg also comment on the second part of the question. I think there are basically three time horizons, right? So there are some things that are purely temporary that we would expect to see get better in the near to medium term. I think supply chain challenges we expect to abate in the second half of the year. Obviously, we're dealing with some things like the fire at Rocky Mount where we're having to restructure the supply chain a bit, and that's had an impact. I think some of the near-term execution challenges, like you said, some of the structural changes we're making should lead to some incremental improvement over time. So I think those things we can hit relatively quickly. There are longer-term things like the rebalancing of our sales composition to new and growing media and augmenting away from our linear TV dependence, which is still a very good, profitable business for us, but making sure that we have the right mix of revenue between linear and new media, over-the-top, other types of streaming, that will take more time, and we'll have to build that over time. So I think there's some things we can do in the short term. I also think we'll get some help in the short term as the world returns to a bit of a more normal pace. But I think changing the overall architecture of the composition for how we drive revenue and how we generate demand in the business and ultimately produce profits, that will take a little bit more time. Although I will say we don't believe we have forever. We're in a dynamic market. We have competitors who are trying to figure this space out. And so while we recognize it's going to take some time, we're moving every day like it has to be done tomorrow. Greg, do you want to say anything about capital allocation?

Sure. Thank you, David. And thank you for the question. Look, I made my statement. I think you heard some words from David and Jeff, which reinforced that. This business has a strong cash flow. This business has been a strong performer for a long time. We were extremely disappointed with what occurred in 2021 and the fourth quarter in particular, so we will be cautious and watch some of that. I do expect we have an opportunity to return to growth and pursue some particular growth in some of the new lines around digital that David mentioned. We were certainly surprised with the volatility of our working capital. That also is an impact on our free cash flow, obviously, and we're watching our debt levels. we're gonna put that mix together, all of those factors, and look forward to potentially returning to return of capital via share purchase, as we have done historically, but we're gonna weigh those factors and make that decision at the right time.

Thanks so much.

And our next question will come from William Reuter with Bank of America, please go ahead.

Hi, so just to follow up on that last question, It sounds like you will not be repurchasing shares in the near term. Is that the short answer to that?

I think you heard my answer, and you can interpret it as you wish. I didn't say that. I said we're going to watch the business, and as it improves or moves or we get comfort and certainty, we'll probably lean in harder.

Okay. Sorry. It was just that there was a little bit of a discussion there about as things improve, and as those things improve, then you would weigh those factors. So I kind of thought that that was referring to the fact it wasn't near-term Okay. The second question is on a lot of these challenges, you know, you guys gave pretty helpful comments on a, you know, first half outlook, even if it wasn't guidance. A lot of those things aren't changing in the first half of the year. There are some things such as the customer mix in terms of new customers and their over-indexing to the home category as well as electronics. Those will obviously change in the first half. Is it fair to say that the first half in a lot of ways will look like the fourth quarter, though?

It's David. I'm not sure exactly how to answer that question without giving guidance. I think we've said what we can say.

Okay. Thanks for taking the questions.

And next we'll hear from Michael Coppola with JP Morgan. Please go ahead.

Great. Thanks for taking our questions. You guys redeemed some of those exchangeable notes this quarter. I think it was the net cost you guys said was 315 million, which we're curious, do you guys expect to repurchase a similar amount kind of every quarter or so going forward as part of your ongoing liability management? And then kind of as a, in conjunction with that, can you remind us of what the, tax liability associated with that as well and where that's standing as of the year end.

I'll let Ben Oren, our treasurer, handle that. Sure. I would say the MSI exchangeable was a refinancing. There was a unique opportunity going into year end and potential changes to the tax regs in 2022. On a go-forward basis and similar to what we did with the T-Mobile or Sprint exchangeables, We look to try to proactively manage those depending on our cash balance, depending on other needs for cash, and depending on the amount of capacity we have for deductions for interest expense. And so we will continue to do that if liquidity allows on a regular basis. To the extent that we do more than that, it would just be taking a look at it opportunistically.

Okay, great. Thank you. And then another question we had was on the fewer customer counts. Could you guys elaborate a little bit on the breakdown of that between online versus TV and if there's any particular differentiation among the key age cohorts there as well?

Yeah, sure. So we don't break out new customers by online versus television. I think I'd make two observations, though. The first is online new customer growth is disproportionately impacted by our performance marketing. And when performance marketing experiences the type of inflation that we saw in the back half of 2021, our ability to effectively manage bring new customers in online is hampered. I would also say that product portfolio does make a difference online as well as people do branded and product-specific searches. If you don't have those, you don't have the opportunity to drive sales and traffic to your website. A lot of the ways that we normally drive new customers online I think were especially difficult. I would say on the linear TV broadcast side, the story is a little bit more stable. People find us over time and found the value proposition attractive. And so we do see spikes depending on the product portfolio that we're showing on a today's special value or today's special on the linear TV side for sure, but I would say the number and type of acquisition that we get from that side of the house tends to be a little bit more stable and predictable over time than what we've seen digitally.

The only thing I would add to that, while it's not a direct correlation, we did see a higher penetration of e-commerce sales in our overall net revenue this particular quarter, which is an indication of how that customer is really engaging with us through digital mediums. So there is some indication that as you think about online versus potentially direct linear customer that there's a higher penetration on the online side.

Great. Thank you. That's all from us. Happy to pass it off.

And our last question will come from Jason Bazinet with Citi. Please go ahead.

I just had a question for Mr. Maffei. You mentioned that the working capital was a little bit of a surprise to you, and I didn't know if that was a commentary on the quarter or the year, and if you had any suggestions for us in terms of what surprised you. Was it receivables or payables or inventory?

Yeah. I'll comment, and certainly David and Jeff can add. If you look, working capital was a large source of free cash flow in 2020, and it was a large use in 2021, in particular in the fourth quarter. Jeff commented on some of that in that inbound freight in particular was so high during 2021 due to the well-described and well-known problems around shipping from places like China. And we had a large amount of inbound freight costs which got caught up in working capital and in inventory. That's one example of sort of the volatility we had there. And I think that was larger than it has been in years past. And as I said, a source in 20 and a use in 21, which had an impact on free cash flow. David or Jeff, what might you add?

What I would add to that, Greg, I think you hit the nail on the head. The only other component is that we had a higher percentage of our – a higher level of inventory in transits. as a result of these delays coming into the country, as well as getting it ultimately to the fulfillment centers. The inventory, of course, wasn't available for us for the particular airing time. We've now carried that into 2022. We feel very comfortable with the quality of that inventory and the customer reactions to these particular products. Sort of offsetting on the imbalance is that these inventories came in. We had to, of course, pay for them, and many times we didn't have the opportunity to get them in their appropriate time slot for sale. So you have this imbalance of payables being lower and carrying a little higher inventory levels as a result of some of these delays.

If I can just one quick follow-up, does that mean you said the supply chain issues you expect to persist through the first half of this year is the corollary that this will likely continue to be a use of cash until things normalize and then become a source?

Without giving any guidance on this, our expectation is that we will continue to adjust our purchasing behaviors to account for some of the delays that we're seeing and And as we work through our inventory levels and adjusting some of the relationship payable terms with our customers, this is something that we could see persist through the first half of the year.

Okay, thank you.

Thank you for the question, Jason, and thank you to all the other listeners and questioners. Thank you again for your continued interest in Curate Retail. We look forward to speaking with you next quarter, if not sooner. I think we're done, operator.

Thank you. And everyone, this concludes today's call. We thank you again for your participation. You may now disconnect.