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Overstock.com (BYON 4.65%)
Q4 2021 Earnings Call
Feb 23, 2022, 8:30 a.m. ET


  • Prepared Remarks
  • Questions and Answers
  • Call Participants

Prepared Remarks:


Good day, and thank you for standing by. Welcome to the fourth quarter 2021 Overstock.com earnings conference call. [Operator instructions] Please be advised that today's conference is being recorded. [Operator instructions] I would now like to hand the conference over to your speaker today, Lavesh Hemnani, head of investor relations.

Please go ahead.

Lavesh Hemnani -- Head of Investor Relations

Thank you, Victor. Good morning, and welcome to Overstock's fourth quarter and full year 2021 earnings conference call. I'm Lavesh Hemnani. Joining me on the call today are Jonathan Johnson, CEO; and Adrianne Lee, CFO.

Additionally, David Nielsen, president of Overstock, will be available for Q&A. Please note that we are conducting today's call remotely. Let me remind you that the following discussion and our responses to your questions reflect management's views as of today, February 23, 2022, and may include forward-looking statements. Actual results could differ materially from such statements.

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Additional information about factors that could potentially impact our financial results is included in our Form 10-K for the year ended December 31, 2020, and our Form 10-Qs for the quarters ended March, June, and September 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 2 of today's presentation. During this call, we'll discuss certain non-GAAP financial measures.

The slides accompanying this webcast and our filings with the SEC contain additional disclosures regarding these non-GAAP measures, including reconciliations of these measures to the most comparable GAAP measures. Finally, instructions to ask questions during our Q&A session are also available in the slide presentation. With that, let me turn over the call to the first speaker for today, Jonathan. 

Jonathan Johnson -- Chief Executive Officer

Thank you, Lavesh, and good morning, everyone. Overstock delivered its seventh consecutive quarter of profitability, right in line with our stated financial targets or what we internally call our recipe card for the business. This was intentional. We managed our expenses, especially our competitive online marketing spend during a highly competitive quarter to achieve this outcome.

Even with the highly competitive ad spend environment and other industrywide challenges, we delivered on our largest Cyber 5 period in the company's history. All year, we consistently illustrated our gained ability to provide smart value during key shopping events. I'm pleased with how the team managed to deliver profitability. During today's call, we'll follow the agenda on Slide 3.

Next slide, please. This slide provides an overview of our operating and financial performance for the full year. 2021 was our second consecutive year of profitability and market share gains. We grew sales to nearly double our pre-pandemic run rate.

Based on metrics we look at, which compares to our top U.S. home furnishing online peers, Overstock added almost 50 basis points of market share in 2021. This is an encouraging result considering the almost 200 basis points of market share we added in 2020. We are proving we can adjust to execute through and take advantage of both positive and negative jolts to the market.

I'm extremely proud of what this Overstock team has accomplished over the last 2.5 years. We refocused our marketing efforts on a target base of customers who have a higher propensity to shop with us and spend more and at a higher frequency. We have made it easier for our customers to find and purchase great home products from our sites. Our customers can shop our large and growing assortment of quality home products at the prices they desire.

We've improved our delivery experience, focusing on both speed and accuracy. All this progress has been driven by successful execution against our three brand pillars: product findability, smart value, and easy delivery and support. I will provide an update on each of these brand pillars later. Next slide, please.

As we sit here today, external forecasts project some moderation in the housing market. At the same time, external forecasts project that more home furniture and furnishing sales to be transmitted online. We believe our opportunity continues to line increasing Overstock's brand association with home to continue to deliver market share gains. Exiting non-home categories has been a key focus for us over the past few quarters.

We remain on track to hit our goal of 100% home-focused assortment by Q3 of this year. Combining this home-focused strategy with our advantageous supply chain and agile business model positions us favorably for 2022 and beyond. We have many proof points as our strategy is working and resonating with our customers. During the fourth quarter, we stacked up favorably versus our competitors on two key purchase considerations: pricing and free shipping.

Our promotional model around key events continue to drive record results. Overstock's free shipping awareness expanded 1,000 basis points over the year. Our strategy to remove non-home SKUs is positively influencing our association with home, our repeat rate, and our average order value. We are attracting customers who spend more, repeat more frequently and appreciate our home expertise.

These proof points give us confidence that Overstock can continue to win in the home furnishings market. Our supply chain continues to be a competitive advantage. As a reminder, our supply chain is broad and distributed with a vast partner network that reduces single-source risks, shipping bottlenecks, and supply chain kits. Unlike some of our competitors, we don't pressure our partners to lock up inventory in our distribution centers.

As a result, we tend to give favorable priority in pricing on inventory, particularly during periods of high demand and low supply. Our asset-light business model aims at reducing gross margin pressure. We own almost no inventory. We can flex our distribution center footprint as demand fluctuates.

In short, we have a great business model. Now let me provide a brief update on our 2022 outlook. Taking into consideration various recent market and broader economic forecast, where we ended 2021, our performance thus far in Q1 2022, which has a tough year-over-year growth comparable. And our plans for the balance of the year, which include exiting the last of our non-home products by the end of Q2.

We expect to outpace the market with at least high single-digit annual revenue growth and mid-single-digit adjusted EBITDA margins. We believe we can deliver on sustainable, profitable market share growth for the third consecutive year. Slide 6, please. Next, I'll provide a brief corporate update on Q4 events.

In November, we internally announced our future of remote work and reentry design or FORWARD Plan that takes effect in April 2022. Almost all our teams will continue to work remotely most of the time, coming to our headquarters two to four times a year for collaboration, connectedness, and celebration of our culture. The ability to offer remote work has improved our attraction and retention efforts, both of which are important during the nationwide great resignation. Our workforce continues to be engaged and productive working from home.

In December, for the fifth year in a row, we paid a dividend on our preferred -- to our preferred stockholders. At the end of the year, we launched dedicated pages on our website outlining our current ESG efforts and targeted goals, reaffirming our, We Are Overstock, value to do good. We have an ESG team in place comprised of many talented people across several departments. I'm proud of our community efforts during the quarter, including our work with Afghan refugees and Mercy housing.

We are committed to our vision of Dream Homes for All, which includes fulfilling the basic home furnishing needs for the less fortunate. I'll now have Adrianne Lee to review our fourth quarter and full year financial results in more detail. 

Adrianne Lee -- Chief Financial Officer

Thank you, Jonathan. Slide 7, please. I will begin with the summary of our fourth quarter financial results, including a review of key customer metrics and performance indicators, then I will summarize our full year 2021 financial results. Next slide.

The fourth quarter of 2021 was our seventh consecutive quarter of profitability. We achieved profitability right in line with our stated targets while navigating industrywide challenges, including a return of foot traffic to brick-and-mortar and a competitive ad spend environment. Revenue declined by 9% year over year but increased nearly 70% on a two-year basis. Adjusted EBITDA margin was 4.5%, flat to 2020 and a 630-basis-point improvement versus 2019.

We reported diluted earnings per share of $0.68. If we exclude the impact of truing up our tax valuation allowance, which is customary when a release was done during an interim period as opposed to year end and our proportionate share of the Medici Ventures Fund performance, our adjusted diluted earnings per share was $0.36 in the fourth quarter, a decrease of $0.12 versus 2020 and an improvement of $0.81 compared to the fourth quarter of 2019. Our balance sheet remains healthy. We ended the fourth quarter with $503 million in cash and very minimal debt, resulting in a net cash position of over $450 million.

As a reminder, our board authorized a $100 million stock repurchase program in August last year. We have yet to execute against this program. It's important to note that we have been in a blackout period since December 1. I will --

Jonathan Johnson -- Chief Executive Officer

Adrianne, if I may, I'd like to interrupt and go off script for a moment. You're right to note that we've been in a blackout period since December 1. I expect some of our owners are wondering about our intentions to use the board authorized $100 million stock repurchase program. While I won't comment on when or how much of the $100 million we may use to repurchase shares.

I will say the current stock price does not accurately reflect our view of the current and potential value of the business. Excuse me, Adrianne.

Adrianne Lee -- Chief Financial Officer

Thank you, Jonathan. I will speak to these quarterly financial metrics in greater detail in the following slides and then provide a summary of our full year results. Next slide, please. We posted revenue of $613 million in the fourth quarter, a decrease of 9% year over year and an increase of 68% compared to the same period in 2019.

The fourth quarter had industrywide challenges and was impacted by our strategic actions. We intentionally chose not to chase higher ad spend and deliver on our profitability targets. We realized a negative impact from lapping customer day in 2020, which we moved into the third quarter in 2021. And aligned with our broader strategy, continued to remove non-home products from our site, impacting a highly giftable period, and recognized an outsized impact compared to prior quarters.

Revenue was positively impacted by a 23% year-over-year increase in average order value and a year-over-year improvement in order frequency. Average order value increased versus last year as a result of increased sales in our key furniture categories. I will discuss these metrics in further detail later. Our strategy to exit non-home categories is the right move for our business.

It increases Overstock's brand association with home and our home customers spend more and repeat at a higher frequency. Next slide, please. Gross profit came in at $139 million in the fourth quarter, a decrease of $12 million versus the prior year and an increase of $64 million compared to the fourth quarter of 2019. Gross margin was 22.7% in the fourth quarter, which is right in line with our targeted range.

This is an almost 20-basis-point improvement versus last year and flat to the third quarter of 2021. I will note that we were able to maintain gross margin relatively flat sequentially even during a more promotional and giftable sales period. The year-over-year margin increase of 20 basis points was primarily driven by operational efficiencies, partially offset by higher discounting compared to last year. Notably, gross margin improved 200 basis points versus 2019.

It is a significant structural improvement that we have been able to nearly double sales while improving our gross margin profile. Next slide. This chart illustrates G&A and tech expense over the past nine quarters in both absolute dollars and as a percentage of revenue. G&A and tech expense declined by $2 million year over year and remained relatively flat sequentially.

As a percentage of revenue, G&A and tech expense was 8.4% in the fourth quarter, a deleverage of 34 basis points compared to the fourth quarter of 2020. Compared to 2019, G&A and tech expense was flat, while revenue increased by 68% and improved 592 basis points as a percent of revenue. Our absolute G&A and tech expense remains in line with pre-pandemic levels. Our goal remains to be extremely disciplined in managing our expenses.

I will note, like many other companies, Overstock is not immune to marketwide wage inflation, and we are increasingly using equity compensation and benefits to align our workforce around our financial targets and business objectives. Our tech and G&A plans include higher staff-related expenses some of which are non-EBITDA impacting. Next slide. In the fourth quarter, we delivered adjusted EBITDA of $27 million, which is down $3 million versus a year ago, but up significantly versus the two-year comparable period.

Adjusted EBITDA margin was 4.5%, flat for last year and right in line with our stated targets. Adjusted EBITDA margin was an increase of 630 basis points versus 2019. This was a managed outcome. We focused on maintaining our profitability commitment through disciplined marketing spend and a laser focus on expense management while making progress against our home strategy.

Next slide, please. Now I will turn to our customer metrics that we use to manage and assess our business performance. This slide shows active customers and order frequency. We measure active customers on a trailing 12-month basis.

Our active customer base declined to 8.1 million at the end of the fourth quarter, a decrease versus 2020, but an increase of almost 60% or 3 million customers versus 2019. Based on where we sit today, we expect our active customer base to decline in Q1. The Q4 decline in active customers was driven by three key factors: Online penetration receded from the all-time highs experienced during peak pandemic restrictions, our strategy to exit non-home categories, as previously discussed, we believe this is the right long-term trade-off. And the market realized an uptick in brick-and-mortar traffic, partially driven by increased supply chain pressures that we believe prompted some customers to physically purchase in-store to ensure availability.

Orders per active customer was 1.67 times in the fourth quarter, essentially flat sequentially and an improvement of 2% year over year. We see this as a positive proof point to our home strategy. As we take a step back and normalize for those one-time customers that purchased during peak pandemic restrictions and of those customers that only bought non-home products and categories we exited, our customer metrics remain relatively stable. It's important to point out that while active customers have decreased, we have been able to strategically offset this decline with an increased average order value, which is more aligned to the home category overall and which I will discuss in greater detail in the next slide.

Next slide, please. This slide shows average order value and orders delivered. Average order value improved 23% year over year to $206 and declined sequentially, driven by more seasonal and home-related giftable sales. The year-over-year improvement was primarily driven by our continued sales mix into home categories.

Orders delivered were $13.5 million for the trailing 12-month period. This is a decrease of 10% compared to the prior year or 1.6 million orders and an increase of 51% or 4.6 million orders compared to 2019. Our AOV results are an important proof point on our continued focus on home. While orders are declining, the value of each order for AOV 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. I will now recap our strong 2021 full year financial performance.

Revenue increased 11% versus 2020 to $2.8 billion, almost double 2019 results. Gross margin was in line with our target at 22.6%, a 257-basis-point improvement versus 2019. We continue to be measured in our G&A and tech spending, driving leverage of 94 basis points and 698 basis points versus 2020 and 2019, respectively. We delivered adjusted EBITDA in the mid-single digits at 5.1% and generated free cash flow.

As I indicated earlier, we exited the year with a favorable net cash position and a healthy balance sheet. We continue to be focused and measured on delivering our financial targets while executing against our strategic vision of Dream Homes for All. With that, back to you, Jonathan.

Jonathan Johnson -- Chief Executive Officer

Thanks, Adrianne. The team executed well during the fourth quarter, navigating competitive marketing pressures and industry challenges to deliver profitability for the quarter and the full year. We grew and took market share for the year. Our team is focused on delivering against our targets and committed to continue to drive meaningful, foundational operational changes.

Before I proceed to the discussion on our business and brand pillars, I'd like to provide some clarity around recent executive departures and what appeared to me to be some misguided commentary on that. First, these departures were not the result of disagreement regarding our business model or strategy. Second, the current Overstock team is fully equipped with required decision-makers. I'm confident in Dave Nielsen and the rest of the team.

Dave is a master retailer and operator. This team can and is executing on our home-focused strategy this year and beyond. And third, as I shared earlier, Overstock is attracting top talent across various levels of -- in the organization. I expect that to continue.

Slide 16, please. Next, I'll provide some key insights into our business, including where our focused strategy is paying off and where we're targeting and driving growth. Slide 17, please. Online penetration continued to grow in 2021, even after the large uptick in 2020.

It's encouraging to see that about a third of home furniture and furnishings purchases in the U.S. are transacted online. Importantly, third-party forecasts project continued online migration into 2022 and beyond as customers recognize the broad assortment available, the value, and the ease of purchasing online. New estimates from our third-party sources now place the total addressable market at roughly $390 billion, up 20% from previous market reporting.

As we look ahead, Overstock's business should benefit from the combined tailwinds of a growing home furniture and furnishings TAM, increased online migration, and our focused strategy that includes planned growth in home -- in the home SKU assortment. Slide 18, please. This slide is a good reminder of where Overstock fits in the overall market and the significant white space available in the quadrant where home goods expertise meet Smart Value. This quadrant is the right place for Overstock.

We have been strategic about choosing to focus on it. Our target customers already have a higher propensity to shop with us. We purposely play to our natural strength. These customers represent roughly 40% of the market.

Overstock has ample growth opportunity in this space and with these target customers. I will now talk to each of our brand -- our three brand pillars, each of which are key to our continued growth and help to find Overstock's customer value proposition. Slide 19, please. Our first brand pillar is product findability.

One of our key initiatives in 2021 was to improve on-site search and taxonomy. We continue to -- As we continue to lean into home, it's critical our customers know us for our home furnishings offerings and can quickly and easily find the home products they're looking for. We made great strides in 2021. Click-thru rates further improved in the fourth quarter.

We also improved the accuracy of search results over each subsequent quarter during the year. In short, customers are engaging with us at a higher rate. We are finding the quality home products they're looking for. We view both as critical milestones that should help us grow repeat purchases in quarters ahead.

We made good progress toward getting the Overstock brand associated with home. For example, we've increased our brand association with home by 15% over last year. This has been supported by home SKU growth. Like we did in Q3, during the fourth quarter, we expanded our new home SKUs by 150% year over year.

At the end of -- at the end of the fourth quarter, 94% of our sales were in home categories. This is about 400 basis points higher than last year and illustrates our execution against removing non-home assortments from our website. We did see an impact on active customer growth on our website due to the removal of non-home merchandise that occurred in Q2 and Q3. We are confident this is the right strategy for our business going forward, a streamlined, latest -- home-related assortment supports a higher average order value and a higher repeat rate.

As our customers begin to associate Overstock more with home we expect this will translate to a bigger share of wallet, ultimately driving market share growth. We have set targets to grow both breadth and depth of SKU count in key home categories where we know we can win, drive traffic, and offer other important purchase completers. We've removed categories that clutter the website experience for our customers and distracted our focus on the home, think pets, electronics, musical instruments, and crafting materials. We expect to remove the last of our non-home categories, by the end of Q2.

This category approach will help us better align our marketing efforts and customer experience to drive stronger, more frequent customer engagement. Slide 20, please. Our second brand power is smart value. Smart value means offering great products at great prices are set differently the highest quality products for the price.

Our promotional model is intentional and critical to attracting and retaining our customers. They love finding a deal and want to feel like they're winning. We allow them to do just that. Our competitive pricing tenants -- tenant remains to offer a winning price post promotion.

We continue to see progress in our smart value pillar. During the fourth quarter, we leveraged our proven ability to execute around holidays and special events. Following record 4th of July and Labor Day events in the third quarter, we delivered the largest Thanksgiving to Cyber Monday period in the company's history. This execution was bolstered by our increasingly popular mobile app.

We saw an 80% increase in app downloads relative to Q3. Our app-exclusive coupon on Thanksgiving Day helped us deliver of sales at a three times higher rate than our typical run rate. We view the mobile app as a key customer retention tool. Thus far, we have had a higher average order value, higher conversion, and higher-order frequency.

We will continue to focus our efforts of driving higher engagement in our app. Let me also provide an update on our Club O paid loyalty program. The number of members in this program reached a new milestone during the fourth quarter. Paid Club O memberships are at the highest level in company history.

Club O offers additional value to our customers, such as collecting rewards and redeeming those rewards on future purchases and free returns for in-store credit. While we do not intend to share membership metrics, I am encouraged to see growth in this program as it supports strong overall repeat rates, increasing sales penetration of our most loyal customers indicates to us that our commitment to delivering smart value continues to resonate. Slide 21, please. Our third brand pillar is easy delivery and support.

This includes getting the right product assortment and then optimizing its journey to the customer. We have a distributed supply chain with our partner-based drop-ship model that includes about 3,000 partners with about 5,000 fulfillment centers nationwide. This is an advantagement navigating industrywide supply chain disruptions, and it allows us to flex quickly for changes in demand. Our carrier network is diverse, both regionally and nationally.

This unique model has worked particularly well for us over the last two years. When I think of Overstock's ability to withstand jolts to the market, industry, and consumer demand, both positive and negative, our operating model is the key to this agility. Based on general market commentary and predictions, we expect supply chain challenges that started because of the pandemic to persist at least through the better part of 2022. From our vantage point, we believe Overstock is better positioned than many others in the industry.

We continue to provide timely forecasting and communicate frequently with our vast partner base and carrier network, allowing us to meet customer expectations and help navigate through periods of disruption. We recently hired a Chief Supply Chain Officer to focus on optimizing our unique operating model, improve the customer journey and help us further differentiate in the marketplace. Again, we are attracting top-tier talent, even in a red-hot market and field. Slide 22, please.

As you've heard me say many times, our mantra is sustainable, profitable market share growth. Growth is a key component of our business, on which we spent significant amount of time -- amount of time strategizing. We've gained great momentum over the last 2.5 years. This slide includes several key drivers to support continued growth.

We'll comment on these drivers, focusing at the end on our Canada expansion efforts. As mentioned before, there can -- there continues to be a big opportunity to increase Overstock's brand association with home. We've increased and will continue to increase the breadth and depth of our home assortment -- goods assortment. I expect the pace of this should increase as supply chain challenges improve.

Expect more home SKUs on our site. We are significantly improving how we do category management, which may seem like retail 201, but it's something we've needed to do better and now we are getting there. We will continue to focus on increasing mobile app adoption. We're especially encouraged by the recent success over the 2021 Cyber 5 period.

Together, higher mobile app adoption and continued progress on optimizing marketing challenges -- channels with a focus to increase direct traffic should help us improve customer retention. Our efforts to improve our site are ongoing. Product findability efforts continue, and they are making a difference. We believe we are well-positioned with a great business model and many levers to pull to continue to gain market share and to do so profitably.

We've highlighted our Canada business as a key focus area for 2022. We're big believers in the Canadian market and see large, long-term opportunities for market share growth as we execute to deliver on our brand pillars in the region. During 2021, we made good progress on our Canada initiative, improving the website experience, adding additional home SKUs, and working with partners to hold more product in local warehouses. Our overall brand awareness is still lower than we would like.

We are targeting our efforts to build awareness, including showcasing our unique pillar of smart value. Our goal, what we believe is achievable over the next few years, is for Canada revenue to grow to 10% of our U.S. revenue. Slide 23, please.

Some in the industry see growing market share and being profitable as mutually exclusive. We do not. We continue to direct our strategies to drive sustainable, profitable market share growth. Since I became CEO, we have operated under this philosophy.

We are not deviating from this commitment. We continue to see opportunities to gain market share as we increase our brand association with home. When we feel the industry has reached its natural maturation point, we'll then consider revising our targets and establishing different longer term -- a different longer-term margin financial framework. Our financial recipe current targets remain unchanged and include top line outpacing the market -- outpacing the market to deliver market share growth driven by our advanced technology, our unwavering focus on the customer, and our inherently adaptable business model.

We expect margin -- gross margins in the 22% range so that we can deliver on smart value, acknowledging these may fluctuate slightly from quarter to quarter. We are disciplined in our G&A and tech spending to continue to drive operating leverage. You saw that in the fourth quarter and you should expect us to continue to deliver adjusted EBITDA margins in the mid-single digits as we delight our customers and deliver Dream Homes for All. Slide 24, please.

Next, I'll discuss a few of the significance -- significant updates on the Medici Ventures Fund, all of which have been previously released publicly, and our great milestones for the asset in the fund. I'll start with tZERO. Slide 25, please. Yesterday, tZERO announced it has appointed a new CEO who will start next month.

The new CEO is David Goone, Chief Strategy Officer at Intercontinental Exchange, who helped build ICE into a trading, clearing, and data powerhouse. ICE has a 70 billion market cap and owns, among other companies the New York Stock Exchange. With his industry expertise and connections, David is a great hire. While it took longer than expected to find the right CEO, the wait was worth it.

I believe the tZERO Board found just the right person to take tZERO to the next level. Related to David's appointment, tZERO also announced it completed an additional funding round from new and existing investors. ICE led around and will become a significant minority shareholder of tZERO. To have a well-known and strategically significant industry player lead around is a big deal.

Overstock in the Medici Ventures Fund also participated in the round. We believe the new capital infusion coupled with David's leadership will allow tZERO to scale and continue its innovation and leveraging blockchain technology to create a more efficient and transparent Wall Street. Ultimately, revolutionizing and democratizing capital markets. In another significant milestone for tZERO is Boston Security Token Exchange, 50-50 joint venture with BOX Digital, the company that drives innovation in the public capital markets received SEC approval.

BSTX is the first and only national security exchange in the U.S. approved and utilize blockchain technology for parts of its operations. In other updates related to tZERO, tZERO ATS launched a clearance and settlement function for securities that should enable it to drive further growth and improve user experience. tZERO's crypto app added three new coins, expanding tZERO's cryptocurrency offerings to 18 points.

tZERO continues to be a leader in digital security trading. During 2021, total market cap of digital securities surpassed $1 billion. Assets on the tZERO platform represent more than 60% of all digital security values and tZERO resolved two legacy legal matters, one with the SEC related to ATS disclosures. And another, when its subsidiary, SpeedRoute entered a settlement with the New York Stock Exchange and NASDAQ related to market access rules, neither resolution involved or implicated Overstock.

I believe the future has never, never been brighter for tZERO, and I'm excited for what's next at tZERO. Slide 26, please. On some other Medici Fund updates, following the launch of the eNaira in Nigeria in October, that launched NBB Pay in Belize in December, the first deployment of this digital currency management system in Central America. Two central banks and over 50 financial institutions across seven other countries currently now are using Bitt products.

Medici Land Governance signed a memorandum of understanding with sustainable development goals of Africa. MLG is helping develop transaction systems and land administration and payment software in various countries. The city of Chandler, Arizona tested mobile voting through votes, yet another vote of confidence for its blockchain-based platform. I know many of our shareholders are eager to learn more about the Medici Ventures portfolio companies.

To that end, Pelion intends to hold a Medici Day on May 10, 2022, to highlight some of the fund's top portfolio companies. To wrap up our discussion of the Medici Ventures fund, I'm pleased to have Pelion as acting as the fund's general manager, actively helping many of the portfolio companies advance their respective businesses and thus allowing the Overstock management team to focus on the e-commerce business. As you can tell, I remain bullish on blockchain technology in many of the companies in the Medici Ventures Fund. Slide 27, please.

I'll now briefly recap the quarter and then we'll move to Q&A. Slide 28. We had a great year, and that was on the heels of a spectacular 2020. We continue to increase the number of home products available to us on our site, strengthening Overstock's brand association with home.

Our focus on smart value is resonating with customers. And as I shared earlier, we are successfully executing an event-driven strategy, supported by growing mobile app adoption. Our supply chain is agile and prepared to support sustainable, profitable market share growth. We are looking forward to continuing to grow and build this business in 2022 and beyond.

Importantly, our philosophy on profitability is unchanged. We are committed to deliver results in line with our stated targets. Now operator, Victor, let's take some questions.

Questions & Answers:


[Operator instructions] Our first question will come from the line of Anna Andreeva from Needham. You may begin.

Anna Andreeva -- Needham and Company -- Analyst

Great. Thanks so much. Good morning, guys, and thanks for taking our question. We have two quick questions.

First off, congrats on controlling the controllables during a really tough quarter. So this is to Adrianne, I guess, question on opex. Sales and marketing dollars were down, I think, first time since '19 during the quarter. How sustainable do you think that is as we look into '22, does this mean privacy change impacts are now largely behind the company? And then secondly, to Jonathan, you mentioned high single-digit sales growth for the year for Overstock and outpacing the industry.

And apologies if we missed it, but curious, what type of growth do you expect to see of the home furnishings category in '22? And for Overstock specifically, should we expect to see sales inflection starting in the back half as the category exit is behind us and some sequential improvement here for now in the first half?

Jonathan Johnson -- Chief Executive Officer

Thank you for those questions. Adrianne, I'll let you first address the question about sales and opex.

Adrianne Lee -- Chief Financial Officer

Yes. And I think we don't tend to give specific color kind of on our sales and marketing line. What I will say, as Jonathan mentioned in his scripted remarks, we're committed to our mid-single-digit adjusted EBITDA target. I think as we've discussed before, we balance our marketing spend across various channels and discounting promotional activity and ad spend.

And so we look at those all carefully and manage them within the channel, though as targets.

Jonathan Johnson -- Chief Executive Officer

And as you asked about high single-digit growth and outpacing the market, we do think, and as I mentioned in the script, that Q1 has a tough year-over-year comparable. And historically, Q1 revenue has been slightly lower than Q4. So we do see that growth picking up in the latter half of the year as we look to the annual guidance we gave of high single-digit revenue growth.


And our next question will come from the line of Seth Sigman from Guggenheim. You may begin.

Seth Sigman -- Guggenheim Partners -- Analyst

Hey, guys. Good morning, everybody. Thanks for taking the question. I just want to piggyback on that last question.

So Jonathan, how are you thinking about industry growth for the year? So high single digits, are you assuming that online home furnishings grows high single digits? Or I mean, how do you think about that? And then just on the cadence part, I just want to dig into this a little bit more because normal seasonality would suggest that growth in the first half of the year could be down double digits year over year. Is that right? Is there a reason why that wouldn't be right? I'm just curious how you're thinking about that.

Jonathan Johnson -- Chief Executive Officer

Seth, good question. We do think that we're going to outpace the industry with at least high single-digit revenue growth. As I mentioned, Q1 historically has tended to be a little smaller revenue-wise in Q4. But for the last couple of years, Q2 has been our largest quarter of the year from a revenue perspective.

So we look at a lot of forecasts. We know unemployment is down. We know housing starts are down a little bit. There's tailwinds, there's headwinds, but we really think that the market, wherever the market grows, we can outpace it, and that's at least high single digits.


And our next question will come from the line of Thomas Forte from D.A. Davidson. You may begin.

Thomas Forte -- D.A. Davidson -- Analyst

Great. Thanks for taking my question. I wanted to ask about tZERO. So for the investments, if you can't -- or can you give incremental details on the terms? How much was invested, at what valuation? And if you can't provide that, can you at least provide some level of directionality versus the last funding for tZERO? Thank you.

Jonathan Johnson -- Chief Executive Officer

Yeah. We can provide some information. ICE has been specific in saying does not want to disclose the amount that it invested. It did lead around when Pelion, the Medici Venture or the Medici Fund, general partners at Medici Ventures Fund would participate around.

As overstock that if we wanted to participate to given our direct holdings already in tZERO. You will see in our 10-K, which we expect to file later this week that following the closing of everything, Overstock will have contributed $15 million in this round, and our direct equity interest in tZERO will be reduced from approximately 40% to approximately 34%. We expect that the Series B -- well, the Series B shares we purchased at a price lower than the fair value per share of the common shares as of December 30, 31, 2021. We don't know the impact yet on our financial statements.

But let me say this, to have an industry leader, someone that has creates and does create markets, someone like ICE lead around and be a co-investor, we think is just fantastic for tZERO. That was one of the reasons that we were eager to use some of our capital. People are always asking us what we're going to do with our capital, to use some of our capital to invest in this round alongside ICE. Tom, I hope that addresses your question.


And the next question comes from the line of Peter Keith from Piper Sandler. You may begin.

Peter Keith -- Piper Sandler -- Analyst

Thanks. Good morning. Thanks for the detail and the call. I guess I just want to reflect back on Q4 because you guys were expecting growth for the quarter came in down negative high single digit.

You understand the environment maybe got a little bit tough industrywide, but anything company specific that happened either operationally or within the forecasting? And then I guess just playing that forward, get confidence around the high single-digit sales growth guide off of the Q4 guidance miss. What gives you confidence in this type of growth? 

Jonathan Johnson -- Chief Executive Officer

Sure. Let me address that initially. And now I'll turn to Dave to add some color about Q4. We did pull our Customer Day event, which historically has been in Q4 to Q3.

Even with that, we still thought we would have a higher revenue growth in Q4 than we did. It was a competitive market. There were -- people were spending more online than we thought was for their advertising -- online advertising that we thought was appropriate. There were -- there was some, I think, fear among consumers that if they didn't purchase -- if they didn't purchase early enough in the quarter online, it wouldn't get to them as it relates to Overstock that fear was unfounded, but it still met some traffic moved to brick-and-mortar that we weren't expecting.

But I will tell you this, the team adjusted quickly. We delivered our best Cyber 5 ever. And I think despite some of the challenges we did well. Dave, what would you add to that? 

David Nielsen -- President

Well, in terms of the confidence moving forward, when you think of some of the product categories and the mix shifts that occur in them over time, Jonathan mentioned, as we move into the second quarter, for the last couple of years, it's been one of our biggest quarters. It's also one of the quarters in which one of our power categories is most exposed in outdoor patio furniture, and an area that's already performing for us, and we're very excited to see the next couple of quarters and how that translates. Back to you, Jonathan.

Jonathan Johnson -- Chief Executive Officer

Thanks, Dave. Look, the future is always hard to predict. And it's one of the reasons we're -- we've been hesitant to give guidance and why we're not talking about quarterly guidance. But we do think for the year that we're well-positioned to beat the market and deliver high single digits and deliver at least high single-digit growth.


Our next question will come from the line of Curtis Nagle from Bank of America. You may begin.

Curtis Nagle -- Bank of America Merrill Lynch -- Analyst

Good morning. Thanks very much. So yeah, as we've been kind of talking about pretty significant news on tZERO. I guess for some of those who are retail analysts and a little less familiar, maybe just a refresher or just, Jonathan, some comments in terms of like, as you said, the endorsements, investments, right, for ICE is pretty significant.

What do they find to be the most attractive assets here? The biggest growth opportunities? And then I guess, as a greater point. What are, I guess, the capabilities, the strategic prowess, what does David bring here in terms of his new role here? Yes. Color to that would be --

Jonathan Johnson -- Chief Executive Officer

Great questions. Let me jump in and I'll answer the second first and then the first second. David is a 20-plus year senior executive at ICE. He's a named executive officer.

He's Chief Strategy Officer. He has helped build exchanges and markets for ICE. When we look -- I know the tZERO Board looked to find an industry expert, it couldn't have hoped to find anyone better than David. I won't comment on what ICE is because I think that's nice to comment on.

But let me tell you what I see at tZERO. tZERO has an exchange, it's ATS, which is allowed to use blockchain. Blockchain holds the promise for the trade being the settlement. We're taking the swap out of the settlement system.

Currently, trades settle at trade plus two or T+2, tZERO offers the ability for trade plus zero or tZERO. It also, I think there's great opportunity with NFTs, non-fungible tokens, get opportunities with crypto. To me, tZERO can be a crypto wallet in exchange for NMS securities and exchange for security tokens, and exchange for NFT. To me, it's -- welcome to the 21st century of trading for tZERO.

And I think it holds a lot of promise. I think it holds even more promise with a partner like ICE and its ability to partner with its sister companies in the ICE umbrella and a leader like David who has built and done this before.


Our last question will come from the line of Brad Safalow from PAA Research. You may begin.

Brad Safalow -- PAA Research LLC -- Analyst

Hey. Thanks for taking my question and really good job organizing this call. I've enjoyed it. Can you just parse out maybe a little more specifically because you've mentioned that maybe half a dozen times.

What was the actual numerical drag from exiting non-home categories on your revenues? I have it is like a 450- to 500-basis-point drag in terms of revenue growth in the quarter -- in the fourth quarter?

Jonathan Johnson -- Chief Executive Officer

We've not provided that. We know roughly what it is, but that's not something we're talking to. Like I said, we started what we're calling Nexit, non-home exit, non-home good exit in Q2 of 2021. It will continue through the end of -- excuse me, Q2 2022.

We think we are adequately offset with new home SKU growth, we expect new homes SKU growth to continue, both in breadth and depth, particularly the supply chain challenges loosen and ease. We think that's the time where SKU growth could really increase and do that. So there is some short-term headwind, but we think the long-term tailwind, being in home, being more associated with home where shoppers purchase more frequently, bigger order size, or just better customers is worth. The long-term gain is worth the short-term pain is what people say, and that's what we believe here.

Let me thank everybody for participating in today's call. We like our business. Our strategy is aimed at increasing Overstock's brand association with home. Our business model is advantageous and resilient within economic cycles, especially with the foundational operational improvements we've made and are continuing to make.

We remain in a favorable position to deliver market share growth and profits to the bottom line, and we have exciting things happening in our blockchain portfolio, especially and most recently at tZERO. We appreciate your interest in and ownership of Overstock. Have a great day.


[Operator signoff]

Duration: 59 minutes

Call participants:

Lavesh Hemnani -- Head of Investor Relations

Jonathan Johnson -- Chief Executive Officer

Adrianne Lee -- Chief Financial Officer

Anna Andreeva -- Needham and Company -- Analyst

Seth Sigman -- Guggenheim Partners -- Analyst

Thomas Forte -- D.A. Davidson -- Analyst

Peter Keith -- Piper Sandler -- Analyst

David Nielsen -- President

Curtis Nagle -- Bank of America Merrill Lynch -- Analyst

Brad Safalow -- PAA Research LLC -- Analyst

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