Good morning. We will soon begin the investor and media conference call on NAVER's acquisition of Poshmark. NAVER's management team will present first before we move on to the Q&A. For the benefit of participants, simultaneous interpretation will be provided for the presentation, while Q&A will be conducted through consecutive interpretation. With that, I invite NAVER. Good morning. I'm Anna Park from the Corporate Finance Department. Thank you to investors for joining the conference call on NAVER's acquisition of Poshmark. With me today are our CEO, Soo-yeon Choi, and CFO, Nam-Sun Kim from NAVER, and founder and CEO of Poshmark, Manish Chandra. Before we begin, I'd like to remind everyone that statements made during this call that are not historical facts are considered forward-looking statements under U.S. Federal Securities law. These forward-looking statements are based on the beliefs of the management team as well as assumptions made by and information currently available to us. A full declaration regarding forward-looking statements and additional important legal information are available at the beginning of the accompanying presentation and should be read in conjunction with the conference call. Following the presentations by the two NAVER executives, there will be a brief remark by the CEO of Poshmark, after which we will have the Q&A session. We have also uploaded relevant documents on our website, so feel free to refer to them at your convenience, and please note that this conference call can also be replayed on our website. With that, I invite our CEO, Soo-yeon Choi. Good morning. I am Soo-yeon Choi, the CEO. Based on BOD resolution dated October the third, NAVER has decided to acquire a 100% stake in Poshmark, North America's biggest C2C fashion community platform. We've been thinking long and hard about NAVER's commerce strategy, closely following the developments of the global commerce market. In light of the circular economy and NAVER's steadfast efforts on expanding the asset-light commerce strategy, we decided that C2C commerce would be an attractive driver for NAVER's new growth. In addition, within commerce, fashion specialized verticals are growing the fastest in Korea and abroad, and in Korea, it already accounts for 15% of the commerce market. This acquisition is not only going to power NAVER, Korea's biggest e-commerce platform, to gain a position at the forefront of fast-evolving vertical fashion and global C2C market in a short period of time, but will also be an important foothold in creating refashioning community, connecting commerce with social. Upon the strategic acquisition, NAVER will closely communicate with Poshmark across technology and business areas so as to maximize synergy creation. We are painting a big picture around building a new retail format called community commerce, which only NAVER can bring to light on the global market. We will make the leap as world's best fashion C2C platform while showcasing fun, new, and innovative services to elevate Team NAVER's global standing and recognition. I will now turn it over to CFO Nam-Sun Kim for further elaboration on the deal. Good morning. This is CFO Nam-Sun Kim. Let me first run through the deal structure. NAVER is planning to acquire 100% of Poshmark for $17.9 per share, or an enterprise value of $1.2 billion. When taking into consideration Poshmark's cash balance of around $500 million, the acquisition represents around $1.6 billion. We expect closing to take place in Q1 of next year and foresee no particular issues in gaining the required approval from KFTC. The deal is not a tender offer, but a merger between NAVER's newly established SPC and Poshmark, and we gained voting support from major shareholders representing close to 80% of voting power, which is above the required quorum for the merger. This deal is 100% cash transaction, where NAVER will use its cash balance and available debt, and we also plan to do securitization of a portion of several trillion KRW worth of invested assets that have not yet brought much of strategic value or supported rise in share prices. Also, pursuant to Uniform Commercial Code, Poshmark's $500 million cash can also be used as part of the fund for acquisition. Upon completion of the acquisition, Poshmark will become NAVER's subsidiary, while the same management team, including the CEO, who have led the growth so far and the same brand and business identity will be retained as it expands its business reach. NAVER encourages Poshmark's current structure while both companies will closely communicate on major decision items as we seek to find ways to maximize synergies. Underpinned by the world's top-notch search technology, NAVER is the only global company that successfully advanced into and drove rapid growth from commerce. Poshmark, on the other hand, is a strong social community-based platform where we see continuous influx of users who communicate and create mutual lock-ins, where repetitive buying and consumption takes place, and it enjoys number one position in the world's biggest market, which is North America. This acquisition will bring to Poshmark NAVER's technological prowess, including AI, machine learning, live commerce, and Smart Lens, powering the next phase of growth for Poshmark. Both companies have shared set of values and visions, which are content, community, and empowerment. In terms of content, NAVER created blogs signaling the beginning of online communities in Korea. Over the past two decades, we have gained strategic operational know-how as a builder of large communities as we amassed our know-how in building different solutions. In digital content also, we created the world's biggest webtoon platform and acquired the largest storytelling platform in North America, Wattpad, in 2021, gaining the basis for global exposure. Poshmark is where not only K-fashion, but other unique styles and fashion-related contents are continuously created. With a trendy social feature enough to excite the millennials and Gen Zs, was a true pioneer in creating a business model that power organic expansion of the ecosystem between users and sellers. Secondly, both companies have a lot in common as community builders. NAVER is by far Korea's biggest online community with 36 million DAUs, not just the blogs, cafes, which I mentioned, we successfully expanded into Naver Cafe, BAND and other large communities, including ZEPETO, second-largest metaverse app globally, and K-pop fandom community, Weverse, which is jointly owned by BTS's management company, HYBE Corporation. These are all community-based services born within NAVER entity. Poshmark is a platform where around 40 million users across North America spend more than 25 minutes of their day having fun. Like SNSs, through sharing likes and posting of one's own items, user stickiness is very high. User activity metrics in terms of interactions within micro communities and sharing of taste and interest is also rising. Lastly, on empowerment. In Korea, NAVER provides Smart Store solutions that help small merchants start up their e-commerce businesses. NAVER Webtoon was a pioneer in democratizing creation, allowing anyone to become a creator. To nurture the ecosystem of Smart Store entrepreneurs, we maintain industry's reasonable fee structure and offer a variety of technology solutions for live commerce, membership management, and marketing tools, and solutions that enable fastest payment cycle globally. Through CANVAS platform, NAVER Webtoon fosters amateur creators, offering tools that creators can use most easily and efficiently within the NAVER ecosystem. Poshmark is also empowering users, including any individuals, influencers, and brands, enabling them to easily and safely list and sell what's in their closet, thereby making a social impact. This is well-aligned with the company's philosophy and vision of socially responsible and sustainable commerce. Next, I will introduce Poshmark and NAVER in more detail. Poshmark, based on its strong social function, is the largest C2C platform in North America, with the potential to grow into a differentiated and mega-sized community. As the number one fashion C2C platform in the U.S., 80% of the approximately 40 million annual users are Gen Z and millennials. These millennials and Gen Z enjoy discovering influences and individual posts and engage through micro communities with others with similar tastes and interests. As a result, Poshmark enjoys high user stickiness and a significantly higher purchase conversion rate than other e-commerce platforms. Around half of buyers become sellers, while half of the sellers become a buyer, thus creating an interactive virtual cycle. Moreover, more and more individual sellers are growing into professional sellers. The ticket price per customer is growing and categories continue to expand, which is also encouraging. Now, let me briefly touch upon some of Poshmark's key metrics. Across North America, Poshmark has roughly around 40 million, a dominant active user base led by Gen Z and millennials. Poshmark's active buyer and sellers stood at 8 million and 4.5 million, respectively, and 52% of buyers became a seller in five years, while 48% of sellers used earnings to buy, thus creating an interactive virtuous cycle. As of 2021, gross merchant volume was $1.8 billion, up 27% YOY, and revenue was $326 million, an increase of 24% YOY. In terms of both GMV and revenue, the company has posted a high CAGR of 25% during the past three years. Based on its asset-light business model, even during COVID, the company was a profitable platform that was able to maintain a positive EBITDA margin. Poshmark's take rate is around 20% with no additional listing, payment, or authentication fees required, which is a simple and intuitive business model. In addition, shipping is fast and provided at a flat rate regardless of weight, resulting in a competitive delivery system against its competitors. With this acquisition, NAVER will be able to enjoy the number one position in the fashion category for the North American re-commerce market, which is expected to grow at a CAGR of 20%. In addition, the deal is also an important step on the path to achieving a sustainable economy and implementing NAVER's ESG management philosophy. By following sellers with a similar taste or engaging in community activity, users accumulate social experiences, which creates a path to discovering personal taste much stronger than any personalized algorithm. Based on these social graphs, we believe new retail formats can be created. Moreover, NAVER's leading AI research and also live commerce technology will enable Poshmark buyers and sellers to enjoy a more simplified yet rich shopping experience. In particular, live commerce will not just be a simple sales tool, but a new format that can further enhance the social nature of Poshmark and evolve into a wide variety of formats, so that not only will sellers be able to sell clothes in their own closet, but also more expanded influencer sellers will be able to sell items on behalf of others, users or multiple sellers would be able to co-host live shows. Through this deal, NAVER's commerce business will grow in dimension and scope from NAVER search-based shopping, driven by users which have specific purchase intentions, and it will include discovery or browsing-based activities that can be led by the millennials and Gen Z, which will motivate shopping further. In addition, we also believe that by adding more segmented apparel and lifestyle categories to this platform, we hope the platform will grow into a micro community-based social ecosystem supported by casual and intermediate, immediate interaction on recent trends. Lastly, let me go over the financial synergies and cost efficiencies that we expect from this deal. Based on Poshmark's asset-light business model that can enable it to generate high margins for the next few years, the target would be to achieve a revenue CAGR of 20%. Also record a positive EBITDA on an adjusted basis margins in 2024. Recently, changes in the iOS privacy policy and normalization of the new buyer cohort that was exceptionally high during COVID has led to a slowdown slightly in the top line growth. A business strategy focused on user retention and reactivation, live commerce synergies and new profit sources such as high-margin advertisements are expected to not only improve the top line but also contribute to better profitability. In terms of operational efficiencies, absence of U.S. listing maintenance expenses, rationalization of overlapping R&D resources and head count and savings on IT, such as by using live commerce and search functions, are expected to result in a cost savings of around $30 million. Finally, the combination of NAVER and Poshmark marks the co-creation of a re-commerce platform with the widest reach around the globe. With Poshmark, NAVER will become the number one player in the fashion re-commerce market in the U.S., which is the largest market in the world. We will fully support Poshmark's endeavors into Europe, including the U.K. With NAVER, Poshmark will gain a foothold to make inroads in the advanced Asian market, including Korea and Japan. With this, I would like to end my presentation on NAVER's acquisition of Poshmark. Next, I would like to invite Manish Chandra, CEO and founder of Poshmark, for his brief remarks. Please go ahead, Manish. Thank you. It's an honor to be here today and to share this milestone with all of you. We started the company in 2011 with my cofounders, Tracy, Chetan and Gautam. Our mission from day one was to put people at the heart of commerce. We looked at a future where really we wanted to empower anybody with a closet to turn their closet into a store, into a shop, and buy and sell, connecting and empowering everyday people and take the journey to entrepreneurship. Today, we have over 80 million registered users in Poshmark that span U.S., Canada, Australia and India. We really have built a very engaging community, and what is exciting for us is in partnership with NAVER, we continue to see how we make this community even more global and grow it even further and faster as we combine our forces. What got us really excited about the partnership is the depth of NAVER's technology presence, particularly around live selling, search and machine learning/AI. Ultimately, what solidified our decision to move forward was our shared vision, shared values and shared mission. We all prioritize people and focus on people combined with empowering them with technology and really a focus on community. It's ultimately who we serve is our community, and that sort of shared mission got us together. It's a very exciting day for all of us, and we think of it as just the beginning of a new phase of growth for Poshmark and NAVER together. Thank you. The operator to moderate and start the Q&A session. Now, Q&A session will begin. Please press star one, that is star and one, if you have any questions. Questions will be taken according to the order you have pressed the number star one. For cancellation, please press star two, that is star and two on your phone. In order to allow as many Q&A chances as possible within the restricted time, we would appreciate only two questions per each participant. Since we received questions beforehand, after the disclosure, why don't we first go through some of the questions that we have previously received. The first question is, out of all of the other fashion and C2C companies around the world, including China, what was the reason behind NAVER's decision to acquire Poshmark? Well, over the past 20 years, NAVER has made a challenge to go global, and we have been expanding our presence, including Japan as well as other Asian countries. In North America and Europe, we have made acquisitions of Wattpad in order for us to gain the user base and also to gain understanding of the market. We've made investments into other global companies and expanded investments as well as collaboration, including many different fields, which also include companies like Wallapop and Vestiaire. There could be many areas where we could actually lay the basis for making further entrance into the market by utilizing our IT technology in terms of areas of cutting-edge technological trends and use of the human network. Also there will be many opportunities that NAVER could bring its global business capabilities. We, after scouring the market, believe that C2C will be an area that is most optimal for fueling future growth of NAVER going forward. Once we decided on the vertical segment that we wanted to invest in, Poshmark really stood out. More than 80% of its Poshmark user base are millennials and Gen Zs in North America, and they are by far the number one secondhand C2C fashion and global platform. The secondhand market in the U.S., especially the online market, is growing very fast. Poshmark, if you look at their business model, it is by far unrivaled. The fact that it is a model that brings together very strongly commerce, community and social features, and we believe that to be the key strength. Because already there is a significant base of users who spend more than 20 minutes in enjoying the Poshmark services, we feel that this was the most flexible way for us to attract and go closer to and target the younger generation. In terms of fashion commerce, we also believe that this is a vertical that we could quite expeditiously monetize and turn to profit. Second question is, in light of the current macro environment, do you think that this is the right timing for you to make the acquisition? We at NAVER believe that, despite the macro headwinds, we believe that this was an appropriate timing for us to challenge ourselves in making this acquisition. If you look at Poshmark, the impact that it is feeling are from the exodus or the outside factors rather than the internal internally attributable factors. Hence, because of these outside factors, their valuation in terms of capital or in terms of their corporate value, the valuation itself had been adjusted downward. Hence we believe that it is a very good opportunity for us to acquire this company, which is a very good company at a very good price. Just to elaborate a little more on the pricing side. If you consider the current pricing level, with the other previous similar transactions, and also in terms of the premium that was put on, I believe that it is within an appropriate range. Just by comparison, if you look at a year ago, a competitor called Depop was acquired at a price of $1.6 billion by a very famous North American-based C2C company called Etsy. That price, and if you look at Depop's revenue, it is one fifth the size of Poshmark, and the fact that that was acquired at $1.6 billion does speak quite a bit about our transaction. Even with that comparison, our pricing or the enterprise value was as calculated at $1.2 billion. In light of all of that, I believe that the acquisition pricing was quite favorable or positive. From now on, we will take questions that come through the conference call. Please, operator, could you proceed? The first question will be provided by Angela Hong from Nomura. Please go ahead with your question. I would like to pose two questions relating to the financial impact. First, I heard during the presentation that, following the acquisition in about a 24-month period, you are looking to see some cost side synergies in the amount of around KRW 300 billion. I think you mentioned live shopping synergies, but could you provide some more detail on that? I think I missed that part. Second question is in terms of the adjusted EBITDA guidance, 2021 EBITDA guidance was, well, the figure was positive and you're once again targeting plus adjusted EBITDA target as of 2024. Does that mean you're guiding us that for 2022 and 2023 on a consolidated financial basis, that you will be in the negative? On an operating profit basis, also NAVER's margin is lower than what market is expecting. Could you provide us as to the impact that you will enjoy after this acquisition? Just to clarify that KRW 30 million cost savings that we have mentioned, once again, that is just on the cost side. We have not mentioned any revenue on an upside synergy aspect. There will be areas where we could bring about cost efficiencies and savings in terms of maintenance cost and other compliance related costs, as well as optimizing any redundant cost that would have been invested or used by both of the companies. Also, there will be ways where technologies and solutions of NAVER, like live solutions and different types of solutions that NAVER will be able to provide to Poshmark rather than Poshmark having to get those services and solutions from outside. By receiving that from NAVER, they will be able to enjoy a more reasonable pricing at a more effective or efficient unit cost basis. That was on the cost side savings of KRW 30 million. On the aspects of profitability of Poshmark, if you look at year 2020 as well as 2021 on an adjusted EBITDA basis, out of all of the commerce companies, Poshmark really stood out in recording a positive figure. As we enter into this year and 2022 and 2023, and as we move from COVID to more of an endemic environment, not just Poshmark, but all of the other global commerce players have experienced a limit in the rise in the demand itself. There was impact from policy changes by Apple iOS and which led to more inefficient use of marketing spend. Through this very strong coming together with NAVER, Poshmark because it enjoys a very robust user base and also its repeat retention of its main cohort is extremely high or relatively quite high. Because of that, as we bring tech, NAVER technologies and know-how, we once again expect that Poshmark will be able to regain growth as well as bring profitability. Striking a good balance between margin and growth is a difficult thing to do. Out of only the handful of internet companies around the world, NAVER is one that has high profitability. Having said that, we of course understand that there is a concern about the short-term profitability being sacrificed. We understand that we cannot just sacrifice the growth just for merely long-term, mid- to long-term profitability. Hence, underpinned by Poshmark's very strong fundamentals, which mean high take rates as well as very strong cohort characteristics as well as very high gross margin. We believe that Poshmark will be able to regain its profitability in the near future. I'm not just saying that this was a financial investment just for the purpose of gaining profit or bottom line. Basically, we have made the decision and made a quite grand strategic decision to enter into and acquire Poshmark so that we can enter into the global C2C market. We believe that through this endeavor we will be able to create a new retail format. The following question will be presented by Jingu Kim from Kiwoom Securities. Please go ahead with your question. I would like to pose two questions for Poshmark on a standalone basis. I see that in the H 1 of the year, Poshmark's operating loss itself has quite expanded. If you look at the breakdown, it's mainly driven by higher marketing expense and the GMV is quite flat compared to Q4. I would like to understand what are some of the ways for you to further make efficient the marketing activities, if they are in the pipeline, and also or is this an outcome of a slower market growth on the back of the post-COVID? Second question is, after the acquisition, would like to understand what the GMV trends would look like for Poshmark for years 2023 and 2024? E-commerce Yes, slower growth of the e-commerce market was the big contributing factor behind this. Just to clarify, GMV itself is actually not stagnant. In previous years, Poshmark had seen a CAGR growth about 20%-30%. It's just that this year, as we enter into this year on a YOY basis, that growth has slowed to 10%. The marketing spend in North America, there were changes by Apple's iOS policies, which made the marketing spend more inefficient. Poshmark's marketing team is quite experienced and is capable, and therefore, we believe that the marketing spending activities will be made more efficient as we go forward. What's more important is that Poshmark quite uniquely does not have any advertisement related revenue. There are new sources of revenue that could be further leveraged or utilized for additional monetization opportunities, which will then help gain a midterm recovery in terms of profitability. As Poshmark is also a public company, they do release quarterly guidances. For this year, the revenue growth was in the early teens%. NAVER, together with Poshmark, our objective is to maybe not go back to the previous levels of growth rates, but at least from a midterm perspective, achieve higher than 20% annual CAGR growth. The last question will be presented by Susie Lee from Merrill Lynch. Please go ahead with your question. I understand that the e-commerce market in the U.S. is considered quite attractive and enjoys very high level of demand. When it comes to e-commerce, I'm wondering whether there are any, I guess, bottlenecks in terms of logistics, any difficulties in terms of the logistics side. Also with the rising inflationary environment, a lot of people are now concerned about the working capital aspect. Would like to understand what the situation is like for Poshmark when it comes to its working capital. Yes, for Poshmark, working capital itself is not relevant. Basically it does not engage in these types of logistics. This is not a consignment-based business, so hence there is no element or concept of working capital that can come into play. Rather, I think it would be a good opportunity for us to end, and I would like to invite our CEO, Choi, to respond to this. In terms of the re-commerce as well as sustainable economy from a more macro perspective, I would like to invite our CEO for her last words. Yes. As you mentioned, Ms. Lee, re-commerce has become a really up-and-coming and emerging and very strong trend among the millennials and Gen Z. The so-called value-oriented consumption has become a thing, not just in Korea, but globally. Worldwide, there are a couple of companies that we have already made investments into, and we've been closely observing and watching the market, what this re-commerce segment evolve. Basically, this has to do with individuals connecting with others and creating a micro community and really sharing one's own closet, so we consider this to be a new form of retail. In order for a company to gain an upper hand in the re-commerce market, I believe that there are three very important values that really stand out. Basically, we have to enable the users to share their own content in the form of their closets or whatnot, and basically which in the end will create a very effective community, and there would have to be an appropriate and effective seller's tools that would need to be provided. For all this to happen, I believe that platform is what we need in order for us to win in this segment, and we believe that Poshmark was the platform that would give us with that very high winning probability. Bringing together NAVER's technology, we felt and we believe will further fuel and power this growth. For us, this is a big phase in our journey, in our commerce journey. Together with Poshmark, we will invest and grow together. We are fully aware of the concerns that may exist on the profitability side. We will do our utmost endeavors to make sure that we bring profitable growth in the short period of time. Thank you. This ends the conference call for today. Thank you very much for joining us this morning. Thank you.