UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~For~~for the ~~Quarterly Period Ended~~quarterly period ended June 30, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto

Commission File Number 001-39412

FATHOM HOLDINGS INC.

(Exact name of Registrant as specified in its Charter)


North Carolina		82-1518164
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2000 Regency Parkway Drive, Suite 300, Cary, North Carolina 27518

(Address of principal executive offices) (Zip Code)

(888) 455-6040

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, No Par Value		FTHM		The NASDAQ Capital Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☒☐
Non-accelerated filer ☐☒		Smaller reporting company ☒
		Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August ~~5, 2022,~~8, 2023, the registrant had ~~17,052,263~~18,121,402 shares common stock outstanding.

Table of Contents

FATHOM HOLDINGS INC.

FORM 10-Q

For the Quarterly Period Ended June 30, ~~2022~~2023

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
ITEM 1.	Financial Statements
	~~Unaudited Condensed~~ Consolidated Balance Sheets as of June 30, ~~2022~~2023 (Unaudited) and December 31, ~~2021~~2022	3
	Unaudited ~~Condensed~~ Consolidated Statements of Operations for the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022	4
	Unaudited ~~Condensed~~ Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, ~~2022~~2023 and ~~2021~~2022	6
	Notes to Unaudited ~~Condensed~~ Consolidated Financial Statements	7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	3231
ITEM 4.	Controls and Procedures	3231
PART II - OTHER INFORMATION		3432
ITEM 1.	Legal Proceedings	3432
ITEM 1A.	Risk Factors	3432
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3432
ITEM 6.	Exhibits	3533
SIGNATURES		3634

Table of Contents

PART I FINANCIAL INFORMATION

ITEM 1. Financial Statements.

FATHOM HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

~~(UNAUDITED)~~

(in thousands, except share data)

June 30, 2022

December 31, 2021
ASSETS

(Unaudited)

Current assets:




Cash and cash equivalents

$
19,512

$
37,830
Restricted cash

110

91
Accounts receivable

5,020

3,981
Derivative assets

86

53
Mortgage loans held for sale, at fair value

6,313

9,862
Prepaid and other current assets

2,791

2,633
Total current assets

33,832

54,450
Property and equipment, net

3,053

1,250
Lease right of use assets

5,640

4,353
Intangible assets, net

28,429

24,243
Goodwill

25,436

20,541
Other assets

50

93
Total assets

$
96,440

$
104,930
LIABILITIES AND STOCKHOLDERS’ EQUITY


Current liabilities:


Accounts payable

$
6,089

$
5,303
Accrued and other current liabilities

3,948

4,491
Warehouse lines of credit

6,129

9,577
Long-term debt - current portion

231

831
Lease liability - current portion

1,375

870
Total current liabilities

17,772

21,072
Lease liability, net of current portion

5,642

3,562
Long-term debt, net of current portion

280

146
Total liabilities

23,694

24,780
Commitments and contingencies (Note 18)

Stockholders’ equity:

Common stock (0 par value, shares authorized, 100,000,000; shares issued and outstanding, 17,052,263 and 16,751,606 as of June 30, 2022 and December 31, 2021, respectively)

0

0
Additional paid-in capital

104,391

100,129
Accumulated deficit

(31,645)

(19,979)
Total stockholders’ equity

72,746

80,150
Total liabilities and stockholders’ equity

$
96,440

$
104,930


	June 30,		December 31,
	2023		2022
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	9,099	$	8,320
Restricted cash		72		60
Accounts receivable		4,326		3,074
Mortgage loans held for sale, at fair value		7,787		3,694
Prepaid and other current assets		3,557		3,668
Total current assets		24,841		18,816
Property and equipment, net		2,707		2,945
Lease right of use assets		4,932		5,508
Intangible assets, net		25,539		27,259
Goodwill		25,607		25,607
Other assets		58		52
Total assets	$	83,684	$	80,187
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	4,702	$	3,343
Accrued and other current liabilities		3,488		3,403
Warehouse lines of credit		7,492		3,580
Lease liability - current portion		1,625		1,609
Long-term debt - current portion		96		564
Total current liabilities		17,403		12,499
Lease liability, net of current portion		4,569		5,241
Long-term debt, net of current portion		3,427		129
Other long-term liabilities		305		297
Total liabilities		25,704		18,166
Commitments and contingencies (Note 18)
Stockholders’ equity:
Common stock (no par value, shares authorized, 100,000,000; shares issued and outstanding, 18,121,402 and 17,468,562 as of June 30, 2023 and December 31, 2022, respectively)		—		—
Additional paid-in capital		115,631		109,626
Accumulated deficit		(57,651)		(47,605)
Total stockholders’ equity		57,980		62,021
Total liabilities and stockholders’ equity	$	83,684	$	80,187

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

FATHOM HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except share data)


	Three months ended June 30,				Six months ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Revenue
Gross commission income	$	122,053	$	80,246	$	206,097	$	129,402	$	94,633	$	122,053	$	167,803	$	206,097
Other service revenue		6,126		3,937		12,164		4,426		5,456		6,126		9,827		12,164
Total revenue		128,179		84,183		218,261		133,828		100,089		128,179		177,630		218,261
Operating expenses
Commission and other agent-related costs		116,309		76,729		195,788		123,129		88,892		116,309		158,064		195,788
Operations and support		1,597		1,683		3,772		1,751		1,904		1,597		3,518		3,772
Technology and development		1,048		956		2,523		1,341		1,624		1,048		2,914		2,523
General and administrative		12,358		8,738		23,211		14,557		10,159		12,358		19,759		23,211
Marketing		1,329		378		2,492		780		927		1,329		1,643		2,492
Depreciation and amortization		813		438		1,385		459		820		813		1,515		1,385
Total operating expenses		133,454		88,922		229,171		142,017		104,326		133,454		187,413		229,171
Loss from operations		(5,275)		(4,739)		(10,910)		(8,189)		(4,237)		(5,275)		(9,783)		(10,910)
Other expense (income), net
Gain on extinguishment of debt		0		—		—		(51)
Interest expense (income), net		6		(1)		7		—		79		6		63		7
Other nonoperating expense (income), net		228		(33)		564		(37)		4		228		163		564
Other expense (income), net		234		(34)		571		(88)		83		234		226		571
Loss before income taxes		(5,509)		(4,705)		(11,481)		(8,101)		(4,320)		(5,509)		(10,009)		(11,481)
Income tax expense (benefit)		160		(2,614)		185		(2,610)		25		160		37		185
Net loss	$	(5,669)	$	(2,091)	$	(11,666)	$	(5,491)	$	(4,345)	$	(5,669)	$	(10,046)	$	(11,666)
Net loss per share
Net loss per share:
Basic	$	(0.35)	$	(0.15)	$	(0.72)	$	(0.40)	$	(0.27)	$	(0.35)	$	(0.63)	$	(0.72)
Diluted	$	(0.35)	$	(0.15)	$	(0.72)	$	(0.40)	$	(0.27)	$	(0.35)	$	(0.63)	$	(0.72)
Weighted average common shares outstanding
Weighted average common shares outstanding:
Basic		16,039,971		14,048,136		16,180,782		13,750,775		16,023,981		16,039,971		16,017,560		16,180,782
Diluted		16,039,971		14,048,136		16,180,782		13,750,775		16,023,981		16,039,971		16,017,560		16,180,782

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

FATHOM HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

(in thousands, except share data)

Common Stock


Number of



Additional




Outstanding

Par

Paid in

Accumulated

Shares

Value

Capital

deficit

Total
Balance at March 31, 2022

17,110,909

$
0

$
107,504

$
(25,976)

$
81,528
Issuance of common stock for purchase of business

35,688

0

263

0

263
Repurchase of common stock

(602,286)

0

(5,057)

0

(5,057)
Stock-based compensation, net of forfeitures

507,952

0

1,681

0

1,681
Net loss

0

0

0

(5,669)

(5,669)
Balance at June 30, 2022

17,052,263

$
0

$
104,391

$
(31,645)

$
72,746


	Common Stock
	Number of			Additional
	Outstanding	Par		Paid-in		Accumulated
	Shares	Value		Capital		Deficit		Total
Balance at March 31, 2023	18,071,111	$	—	$	112,446	$	(53,306)	$	59,140
Stock-based compensation, net of forfeitures	50,291		—		3,185		—		3,185
Net loss	—		—		—		(4,345)		(4,345)
Balance at June 30, 2023	18,121,402	$	—	$	115,631	$	(57,651)	$	57,980


	Common Stock									Common Stock
	Number of			Additional						Number of			Additional
	Outstanding	Par		Paid in		Accumulated				Outstanding	Par		Paid-in		Accumulated
	Shares	Value		Capital		deficit		Total		Shares	Value		Capital		Deficit		Total
Balance at March 31, 2021	13,976,556	$	—	$	39,181	$	(10,888)	$	28,293
Balance at March 31, 2022										17,110,909	$	—	$	107,504	$	(25,976)	$	81,528
Issuance of common stock for purchase of business	750,736		—		24,140		—		24,140	35,688		—		263		—		263
Issuance of common stock pursuant to exercise of stock options	16,972		—		80		—		80
Repurchase of common stock										(602,286)		—		(5,057)		—		(5,057)
Stock-based compensation, net of forfeitures	(2,725)		—		1,193		—		1,193	507,952		—		1,681		—		1,681
Net loss	—		—		—		(2,091)		(2,091)	—		—		—		(5,669)		(5,669)
Balance at June 30, 2021	14,744,539	$	—	$	64,594	$	(12,979)	$	51,615
Balance at June 30, 2022										17,052,263	$	—	$	104,391	$	(31,645)	$	72,746


	Common Stock
	Number of			Additional
	Outstanding	Par		Paid-in		Accumulated
	Shares	Value		Capital		Deficit		Total
Balance at December 31, 2022	17,468,562	$	—	$	109,626	$	(47,605)	$	62,021
Stock-based compensation, net of forfeitures	652,840		—		6,005		—		6,005
Net loss	—		—		—		(10,046)		(10,046)
Balance at June 30, 2023	18,121,402	$	—	$	115,631	$	(57,651)	$	57,980

Common Stock









Number of

Additional

Outstanding

Par

Paid in

Accumulated


Shares

Value

Capital

deficit

Total
Balance at December 31, 2021

16,751,606

$
—

$
100,129

$
(19,979)

$
80,150
Issuance of common stock for purchase of businesses

470,982

—

6,168

—

6,168
Repurchase of common stock

(686,097)

—

(6,045)

—

(6,045)
Stock-based compensation, net of forfeitures

515,772

—

4,139

—

4,139
Net loss

—

—

—

(11,666)

(11,666)
Balance at June 30, 2022

17,052,263

$
—

$
104,391

$
(31,645)

$
72,746


	Common Stock									Common Stock
	Number of			Additional						Number of			Additional
	Outstanding	Par		Paid in		Accumulated				Outstanding	Par		Paid-in		Accumulated
	Shares	Value		Capital		deficit		Total		Shares	Value		Capital		Deficit		Total
Balance at December 31, 2020	13,830,351	$	—	$	37,139	$	(7,488)	$	29,651
Balance at December 31, 2021										16,751,606	$	—	$	100,129	$	(19,979)	$	80,150
Issuance of common stock for purchase of business	777,380		—		25,312		—		25,312	470,982		—		6,168		—		6,168
Issuance of common stock pursuant to exercise of stock options	16,972		—		80		—		80
Repurchase of common stock										(686,097)		—		(6,045)		—		(6,045)
Stock-based compensation, net of forfeitures	119,836		—		2,064		—		2,064	515,772		—		4,139		—		4,139
Net loss	—		—		—		(5,491)		(5,491)	—		—		—		(11,666)		(11,666)
Balance at June 30, 2021	14,744,539	$	—	$	64,594	$	(12,979)	$	51,615
Balance at June 30, 2022										17,052,263	$	—	$	104,391	$	(31,645)	$	72,746

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

FATHOM HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


	Six months ended June 30,				Six Months Ended June 30,
	2022		2021		2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(11,666)	$	(5,491)	$	(10,046)	$	(11,666)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		2,405		847		2,867		2,405

Non-cash lease expense		1,097		—		720		1,098
Gain on extinguishment of debt		0		(51)
Deferred financing cost amortization						21		—
Gain on sale of mortgages		(1,935)		(1,333)		(1,882)		(1,935)
Stock-based compensation		4,348		2,064		6,005		4,348
Deferred income taxes		0		(2,650)		8		1
Bad debt expense		0		77
Other non-cash		1		29
Change in operating assets and liabilities:
Accounts receivable		(1,461)		(1,372)		(1,252)		(1,461)
Derivative assets		(33)		42
Prepaid and other current assets		(119)		611		111		(152)
Other assets		80		(3)		(6)		80
Accounts payable		787		981		1,359		787
Accrued and other current liabilities		(1,092)		3,703		369		(1,092)
Derivative liabilities		0		(101)
Operating lease liabilities		(1,074)		62		(800)		(1,074)
Mortgage loans held for sale		(131,177)		(42,445)		(85,461)		(131,177)
Proceeds from sale and principal payments on mortgage loans held for sale		140,206		42,338		83,250		140,206
Net cash provided by (used in) operating activities		368		(2,693)
Net cash (used in) provided by operating activities						(4,737)		368

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(732)		(476)		(10)		(732)
Amounts paid for business and asset acquisitions, net of cash acquired		(2,479)		(11,014)		—		(2,479)
Purchase of intangible assets		(1,959)		(494)		(899)		(1,959)
Net cash used in investing activities		(5,170)		(11,984)		(909)		(5,170)

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt		(566)		(7)		(491)		(566)
Proceeds from issuance of common stock		0		80
Deferred acquisition consideration payments						(284)		—
Net borrowings on warehouse lines of credit		(6,886)		1,403		3,912		(6,886)
Repurchase of common stock		(6,045)		—		—		(6,045)
Net cash (used in) provided by financing activities		(13,497)		1,476

Net decrease in cash, cash equivalents, and restricted cash		(18,299)		(13,201)
Proceeds from note payable, net $200 in loan costs						3,300		—
Net cash provided by (used in) financing activities						6,437		(13,497)
Net increase (decrease) in cash, cash equivalents, and restricted cash						791		(18,299)
Cash, cash equivalents, and restricted cash at beginning of period		37,921		29,562		8,380		37,921
Cash, cash equivalents, and restricted cash at end of period	$	19,622	$	16,361	$	9,171	$	19,622

Supplemental disclosure of cash and non-cash transactions:
Cash paid for interest	$	8	$	4	$	21	$	8
Income taxes paid		111		—		—		111
Amounts due to sellers		1,100		1,816		—		1,100
Capitalized stock-based compensation		125		—		—		125
Right of use assets obtained in exchange for new lease liabilities		1,804		1,839		144		1,804
Issuance of common stock for purchase of business		6,168		25,312		—		6,168
Extinguishment of Paycheck Protection Program Loan		0		51
Loan receivable forgiven and used as purchase consideration		0		165

Reconciliation of cash and restricted cash
Reconciliation of cash and restricted cash:
Cash and cash equivalents	$	19,512	$	12,831	$	9,099	$	19,512
Restricted cash		110		3,530		72		110
Total cash, cash equivalents, and restricted cash shown in statement of cash flows	$	19,622	$	16,361	$	9,171	$	19,622

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

Table of Contents

FATHOM HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization, Consolidation and Presentation of Financial Statements

Fathom Holdings Inc. (“Fathom”, “Fathom Holdings,” or and collectively with its consolidated subsidiaries and affiliates, the “Company”) is a national, technology-driven, real estate services platform integrating residential brokerage, mortgage, title, insurance services and supporting software called intelliAgent. The Company’s brands include Fathom Realty, Dagley Insurance, Encompass Lending, intelliAgent, LiveBy, Real Results, Verus Title and Cornerstone.

The unaudited interim consolidated financial statements include the accounts of Fathom Holdings’ wholly owned subsidiaries. All transactions and accounts between and among its subsidiaries have been eliminated. All adjustments and disclosures necessary for a fair presentation of these unaudited interim consolidated financial statements have been included.

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results of operations for the periods presented. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, ~~2021~~2022 included in the Company’s Annual Report on Form 10-K filed with the Security and Exchange Commission (“SEC”) on March ~~9, 2022~~30, 2023 (the “Form 10-K”). The results of operations for any interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period.

In January and February 2022, the Company acquired Cornerstone Financial (“Cornerstone”) and iPro realty Network (“iPro”), respectively, in separate transactions accounted for as business combinations. Cornerstone is a real estate mortgage business that will help expand the Company’s reach in the Washington DC and surrounding markets. The acquisition of iPro, a real estate brokerage business, ~~is expected to~~will help expand the Company’s reach in the Utah real estate market.

~~As previously disclosed in the Form 10-K, certain~~Certain prior period amounts ~~for the three and six months ended June 30, 2021~~ have been revised to conform to the current presentation. These changes have no impact on our previously reported consolidated balance sheets or statements of operations.

The Company has evaluated the impact of events that have occurred subsequent to June 30, 2023, through the date the consolidated financial statements were filed with the SEC. Based on this evaluation the Company has determined that there are no material subsequent events that would require recognition or disclosure.

Note 2. Risks and Uncertainties

Certain Significant Risks and Business Uncertainties — The Company is subject to the risks and challenges associated with companies at a similar stage of development. These include dependence on key individuals, successful development and marketing of its offerings, and competition with larger companies with greater financial, technical, and marketing resources. Furthermore, during the period required to achieve substantially higher revenue in order to become consistently profitable, the Company may require additional funds that might not be readily available or might not be on terms that are acceptable to the Company. ~~See “COVID-19 Risks, Impacts and Uncertainties” below, and “Risk Factors” in Part I, Item 1A of the Form 10-K for further detail regarding the risks the Company faces.~~

Liquidity — The Company has a history of negative cash flows from operations and operating losses. The Company generated net losses of approximately ~~$11.7~~$10.0 million and ~~$5.5~~$11.7 million for the six months ended June 30, ~~2022~~2023 and ~~2021,~~2022, respectively. Additionally, the Company anticipates further expenditures associated with the process of expanding its business organically and via acquisitions. The Company received net proceeds of $3.3 million in April 2023 from the issuance of convertible notes. The Company had cash and cash equivalents of ~~$19.5~~$9.1 million and ~~$37.8~~$8.3 million as of June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively. Management believes that existing cash ~~from its 2021 common stock offering~~ along with its planned budget, which includes ~~continued increases~~an increase in ~~the number of its agents and transactions at rates consistent with historical growth, plus~~agent fees implemented in January 2023, growth from increasing attach rates across the Company’s businesses from internal referrals, reduction of certain expenses given initiatives implemented in early 2023, and the expected ability to achieve sales volumes necessary to cover forecasted expenses, provide sufficient funding to continue as a going concern for a period of at least one year from the date of the issuance of ~~the unaudited interim~~these consolidated financial statements.

~~COVID-19 Risks, Impacts and Uncertainties~~ — On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (“COVID-19”) and the risks to the international community as the virus spreads globally. In March 2020, the WHO classified COVID-19 as a pandemic, based on the rapid increase in exposure globally. COVID-19 remains a pandemic as variants develop and spread.

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FATHOM HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~The Company is subject to~~COVID-19 Risks, Impacts and Uncertainties - In December 2019, a novel strain of coronavirus, COVID-19, was identified in Wuhan, China. This new coronavirus caused a global health emergency and was declared a pandemic by the ~~risks arising from~~World Health Organization (WHO) in March 2020 (“COVID-19’’ or the “Pandemic”). In May 2023, the WHO declared that COVID-19 including its social and economic impacts on the residential real estate industry in the United States. Our management believes that these social and economic impacts, which to date have included but not been limited to the following, could havewas no longer a significant impact on the Company’s future financial condition, liquidity, and results of operations: (i) restrictions on in-person activities associated with residential real estate transactions arising from shelter-in-place, or similar isolation orders; (ii) decline in consumer demand for in-person interactions and physical home tours; (iii) deteriorating economic conditions, such as increased unemployment rates, recessionary conditions, lower yields on individual investment portfolios, and more stringent mortgage financing conditions; and (iv) global ~~supply chain stresses, which have led to inflation, which had caused the Federal Reserve to increase interest rates.~~health emergency.

Given the continuing evolution of COVID-19 and the global responses to curb its spread, the Company is not able to estimate the effects of COVID-19, including any currently known and future variant, on its results of operations, financial condition, or liquidity for the year ending December 31, 2022 and beyond. While the development and availability of multiple COVID-19 vaccines lessened the impact of COVID-19 in 2021 andFor the six months ended June 30, 2023 and the year ended December 31, 2022, ifdue in part to the widespread availability of multiple COVID-19 ~~continues, it may have a material adverse effect~~vaccines, the effects of COVID-19 on business worldwide lessened. However, any lingering impact from COVID-19, as well as the ~~Company’s financial condition, liquidity,~~recent increases in interest rates and ~~future results of operations.~~

~~Russia and Ukraine Conflict~~ ~~— In February 2022, Russia invaded Ukraine resulting~~inflationary pressure in the ~~United States, Canada, the European Union~~U.S. and ~~other countries imposing economic sanctions on Russia. While this conflict has not impacted the Company directly, the full impact on the United States and other~~world economies, is ~~unknown~~not fully known and cannot be ~~predicted. This conflict appears to have~~estimated as the U.S. and ~~could~~global economies continue to cause an adverse impact on U.S. economy and financial markets, including the inflationary impact of exacerbated supply chains, which could adversely affect the housing industry and home purchases and sales, which in turn could have a material impact on the Company’s financial condition or results of operations.react.

Use of Estimates — The preparation of the unaudited interim consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to doubtful accounts, legal contingencies, income taxes, deferred tax asset valuation allowances, stock-based compensation, goodwill, estimated lives of intangible assets, and intangible asset impairment. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company might differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Note 3. Recent Accounting Pronouncements

~~Recently Issued Accounting Pronouncements Not Yet Adopted~~ — In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes the impairment model for most financial assets and certain other instruments. For receivables, loans and other instruments, entities will be required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for losses. In addition, an entity will have ~~to disclose significantly more information~~enhanced disclosure requirements about allowances and credit quality indicators. The new standard is effective for the Company for fiscal years beginning after December 15, 2022. The Company ~~is currently evaluating~~adopted the ~~impact of~~standard on January 1, 2023, and the ~~pending adoption~~impact of the new standard on its consolidated financial statements was immaterial.

In August 2020, the FASB issued ASU No. 2020-06 Debt — Debt with Conversion and ~~intends~~Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40). The objective of the amendments in this ASU is to ~~adopt~~address issues identified as a result of the ~~standard on January 1, 2023.~~

~~Note 4. Acquisitions~~

~~Acquisition~~complexity associated with applying GAAP for certain financial instruments with characteristics of ~~Red Barn~~

~~On March 1, 2021,~~liabilities and equity. The amendments in this ASU reduce the ~~Company completed the acquisition~~number of ~~Red Barn, in a transaction deemed immaterial~~accounting models for convertible debt instruments and redeemable convertible preference shares. For convertible instruments with conversion features that are not required to ~~the Company. The Red Barn acquisition was~~be accounted for as ~~a business combination using the acquisition method of accounting.~~

~~Acquisition of Naberly~~

On March 1, 2021 the Company acquired substantially all of the assets of Naberly for cash consideration of $2.7 million. Based on the Company’s preliminary estimation of the fair value of the assets acquired, the Naberly acquisition wasderivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as ~~an asset~~paid-in capital, the embedded conversion features no longer are separated from the host contract. The amendments in the ASU are effective for fiscal years beginning after December 15, 2023, including interim periods therein. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company adopted the standard during the quarter ended June 30, 2023, and the impact of the new standard on its consolidated financial statements was immaterial.

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FATHOM HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~acquisition. The total acquisition cost, including transaction costs of approximately $0.1 million was $2.8 million and was recorded as software intangible assets.~~

During the year ended December 31, 2020, in connection with, and in advance of the closing under the asset purchase agreement to acquire the assets of Naberly, the Company issued to Naberly, an unsecured loan (the “Loan”) in the principal amount of up to $0.2 million with an interest rate of two percent (2%) per annum, compounded annually, and a maturity date of February 28, 2021. The outstanding principal balance of the Loan was forgiven in connection with the closing of the acquisition and was accounted for as part of the purchase consideration transferred to Naberly.

~~Acquisition of E4:9~~

On April 16, 2021 the Company purchased 100% of outstanding capital stock of E4:9. The Company accounted for the E4:9 acquisition as a business combination. The purchase price consisted of $9.8 million cash consideration and $16.6 million common stock consideration for a total purchase price of $26.5 million. The aggregate purchase price exceeded the fair value of the net tangible and intangible assets acquired, and accordingly the Company recorded goodwill of approximately ~~$14.4~~ ~~million.~~

~~The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows:~~


~~Recognized amounts of identifiable assets acquired, and liabilities assumed (amounts in thousands):~~
~~Cash~~		~~2,843~~
~~Accounts Receivable~~		~~516~~
~~Mortgage loans held for sale~~		~~8,147~~
~~Derivative assets~~		90
~~Prepaid and other current assets~~		~~122~~
~~Property & Equipment~~		~~356~~
~~Intangible assets~~		~~11,780~~
~~Lease right of use assets~~		~~1,498~~
~~Other long-term assets~~		7
~~Total identifiable assets acquired~~		~~25,359~~

~~Accounts payable and accrued liabilities~~		~~938~~
~~Escrow liabilities~~		75
~~Derivative liabilities~~		~~120~~
~~Warehouse lines of credit~~		~~7,958~~
~~Notes payable~~		~~486~~
~~Lease liability, current portion~~		~~337~~
~~Lease liability, net of current portion~~		~~1,160~~
~~Deferred tax liabilities~~		~~2,687~~
~~Total liabilities assumed~~		~~13,761~~
~~Total identifiable net assets~~		~~11,598~~
~~Goodwill~~		~~14,882~~
~~Net assets acquired~~		~~26,480~~

The Company recognized approximately $0.3 million of acquisition related costs that were expensed in the three and six months ended June 30, 2021 and are included in general and administrative expenses.

Goodwill of approximately $7.4 million and $7.0 million was assigned to the Company’s Mortgage and Other services reporting units, respectively, and is attributable primarily to our assembled workforce and the anticipated future economic benefits of the vertical integration of E4:9’s mortgage lending and insurance product offerings available to our real estate agents. NaN of the goodwill is expected to be deductible for income tax purposes.

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~~FATHOM HOLDINGS INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

The fair value associated with identifiable intangible assets was $11.8 million, comprised of customer relationships of $6.2 million, tradenames of $5.2 million and know-how of $0.4 million. Customer relationships is being amortized on an accelerated basis over a useful life of 8 years. Tradenames and know-how are amortized on a straight-line basis over 10 years and 5 years, respectively.

The Company finalized the fair value estimates used in the purchase price allocation related to the E4:9 acquisitions during the quarter ended June 30, 2022, resulting in a $0.4 million adjustment to lower the fair value of of accounts receivable assumed . to $0.5 million with an offsetting increase to goodwill in our Other services reporting unit.

The Company’s condensed consolidated financial statements for the three and six months ended June 30, 2022 and June 30, 2021 include the results of operations of E4:9 since the closing on April 16, 2021. During the three month periods ended June 30, 2022 and 2021 E4:9 contributed $4.3 million and $2.9 million in revenues and $2.4 million and $1.2 million in net loss , respectively. During the six month periods ended June 30, 2022 and 2021 E4:9 contributed $8.6 million and $2.9 million in revenues and $4.0 million and $1.2 million in net loss , respectively.

~~Acquisition of LiveBy~~

On April 20, 2021 the Company purchased 100% of the outstanding capital stock of LiveBy Inc. The Company accounted for the LiveBy acquisition as a business combination. The purchase price consisted of $3.4 million cash consideration and $5.6 million common stock consideration for a total purchase price of $9.0 million. The aggregate purchase price exceeded the fair value of the net tangible and intangible assets acquired, and accordingly the Company recorded goodwill of approximately $4.2 million.

~~The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows:~~


~~Recognized amounts of identifiable assets acquired and liabilities assumed (amounts in thousands):~~
~~Cash~~		~~516~~
~~Accounts receivable~~		~~138~~
~~intangible assets~~		~~4,920~~
~~Prepaid and other current assets~~		2
~~Total identifiable assets acquired~~		~~5,576~~

~~Deferred tax liabilities~~		~~621~~
~~Accounts payable and accrued liabilities~~		~~167~~
~~Total liabilities assumed~~		~~788~~
~~Total identifiable net assets~~		~~4,788~~
~~Goodwill~~		~~4,193~~
~~Net assets acquired~~		~~8,981~~

~~The Company recognized approximately $0.2 million acquisition related costs that were expensed in the three and six months ended June 30, 2021 and are included in general and administrative expenses.~~

Goodwill was assigned to the technology reporting unit and is attributable primarily to our assembled workforce and the anticipated future economic benefits to the Company’s agents through technology product offerings. NaN of the goodwill is expected to be deductible for income tax purposes.

The Company’s condensed consolidated financial statements for the three and six months ended June 30, 2022 and June 30, 2021 include the results of operations of LiveBy since the closing on April 20, 2021, During the three month periods ended June 30, 2022 and 2021 LiveBy contributed $0.7 million and $0.5 million in revenues and $0.07 million and $0.1 million in net loss , respectively. During the six month periods ended June 30, 2022 and 2021 LiveBy contributed $1.3 million and $0.5 million in revenues and $0.2 million and $0.1 million in net loss , respectively.

~~Acquisition of Epic Realty~~

On June 30, 2021, the Company completed the acquisition of Epic Realty (“Epic”) in a transaction deemed immaterial to the Company. The Epic acquisition was accounted for as a business combination using the acquisition method of accounting.

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~~FATHOM HOLDINGS INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~Supplemental Pro Forma Financial Information~~

On an unaudited pro forma basis in thousands, the revenues and net loss of the Company assuming the acquisitions of E4:9 and LiveBy occurred on January 1, 2020, are shown below. The unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisition happened on January 1, 2020, nor is the financial information indicative of the results of future operations. The pro forma financial information includes the estimated amortization expense based on the fair value and estimated useful lives of intangible assets as part of the acquisitions of E4:9 and LiveBy.

Six months ended June 30,

2021
Revenue

$
139,342
Net loss

(9,242)
Net loss per share (basic)

(0.64)

Note 4. Acquisitions

The Company completed 2two acquisitions in the six months ended June 30, 2022, both accounted for as business combinations. On January 24, 2022, the Company acquired Cornerstone, ~~Financial,~~ a real estate mortgage business in the Washington DC and surrounding markets, for approximately $4.7 million. The purchase price was comprised of $1.1 million in cash consideration and 267,470 shares of common stock with an acquisition date fair value of $3.6 million. Approximately $0.6 million of the cash consideration is due within one year of the acquisition date. The Company is currently in discussions with the seller regarding extending the due date of this payment. On February 8, 2022, the Company acquired iPro, ~~Realty Network,~~ a real estate brokerage business in the Utah real estate market, for total consideration of approximately $4.2 million. The purchase price included cash consideration of approximately $1.8 million and 167,824 shares of common stock with an acquisition date fair value of $2.3 million. Approximately $0.1 million of the cash consideration iswas due within one year of the acquisition ~~date.~~date and was paid by the Company in April 2023. Assets acquired and liabilities assumed in the individual acquisitions were recorded on the Company’s condensed consolidated balance sheet at their estimated fair values as of the respective dates of acquisition, including mortgage loans held for sale of approximately $3.5 million, lease right of use assets and lease liabilities of approximately $0.6 million, accrued liabilities of approximately $0.4 million and warehouse lines of credit of approximately $3.4 million. The Company recorded finite-lived intangible assets of approximately $3.6 million and goodwill of approximately $4.9 million, prior to the updates to fair values noted below. None of the goodwill relating to the Cornerstone acquisition is deductible for income tax purposes. Goodwill in the amount of approximately $1.4 million relating to the iPro acquisition is deductible for income tax purposes.

The Company updated the fair value estimates used in the purchase price allocation related to the Cornerstone and iPro acquisitions during the ~~quarter ended June 30,~~period from acquisition through December 31, 2022, resulting in an increase of ~~$0,4~~$0.5 million in the fair value of assumed finite lived intangible assets, an increase of ~~$0,3~~$0.3 million in other assets, ~~and~~ a ~~$0.7~~$0.5 million decrease in ~~goodwill.o Due to the timing of the acquisition, the valuation of net assets acquired has not been finalized~~goodwill, and ~~is expected to be completed by the end of December 2022, and~~a $0.1 increase in ~~any case, no later than one year from the acquisition date in accordance with GAAP.~~deferred tax liabilities.

Pro forma information has not been included as it is impracticable to obtain the information due to the lack of availability of historical ~~U.S.~~ GAAP financial data. The results of operations of these businesses do not have a material effect on the Company’s consolidated results of operations. Acquisition related costs incurred during the ~~three and~~ six months ended June 30, 2022, were ~~$8,000 and $60,000, respectively~~$51,000 and are included in general and administrative expense.

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FATHOM HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 5. Intangible Assets, Net

Intangible assets, net consisted of the following (amounts in thousands):


	June 30, 2022
							June 30, 2023
	Gross Carrying			Accumulated	Net Carrying		Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Value		Amount		Amortization		Value
Trade names	$	7,957	$	(865)	$	7,092	$	7,956		(1,660)	$	6,296
Software development		10,975		(1,963)		9,012		13,247		(4,231)		9,016
Customer relationships		8,180		(1,478)		6,702		8,180		(2,642)		5,538
Agent relationships		5,792		(495)		5,297		5,856		(1,407)		4,449
Know-how		430		(104)		326		430		(190)		240
	$	33,334	$	(4,905)	$	28,429	$	35,669	$	(10,130)	$	25,539


	December 31, 2022
	Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Value
Trade names	$	7,956	$	(1,262)	$	6,694
Software development		12,348		(3,029)		9,319
Customer relationships		8,180		(2,085)		6,095
Agent relationships		5,856		(988)		4,868
Know-how		430		(147)		283
	$	34,770	$	(7,511)	$	27,259

Estimated future amortization of intangible assets as of June 30, 2023 was as follows (amounts in thousands):


Years Ending December 31,
2023 (remaining)	$	2,678
2024		5,241
2025		4,989
2026		4,353
2027		3,353
Thereafter		4,925
Total	$	25,539

The aggregate amortization expense for intangible assets was $1.4 million and $1.2 million, of which $0.7 million and $1.0 million was included in technology and development expense for the three months ended June 30, 2023 and 2022, respectively.

The aggregate amortization expense for intangible assets was $2.6 million and $2.1 million, of which $1.4 million and $1.5 million was included in technology and development expense for the six months ended June 30, 2023 and 2022, respectively.

Note 6. Goodwill

The carrying amount of goodwill by reportable segment as of June 30, 2023 and December 31, 2022 were as follows (amounts in thousands):


	Real Estate
	Brokerage		Mortgage		Technology		Other (a)		Total
Balance at June 30, 2023 and December 31, 2022	$	2,690	$	10,428	$	4,168	$	8,321	$	25,607

(a)Other comprises goodwill not assigned to a reportable segment.

The Company has a risk of future impairment to the extent that individual reporting unit performance does not meet projections. Additionally, if current assumptions and estimates, including projected revenues and income growth rates, terminal growth rates, competitive and consumer trends, market-based discount rates, and other market factors, are not met, or if valuation factors outside of

1110

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FATHOM HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2021







Gross Carrying

Accumulated

Net Carrying

Amount

Amortization

Value
Trade names

$
6,326

$
(454)

$
5,872
Software development

9,017

(1,095)

7,922
Customer relationships

8,180

(897)

7,283
Agent relationships

3,030

(233)

2,797
Know-how

430

(61)

369

$
26,983

$
(2,740)

$
24,243

~~Estimated future amortization intangible assets as~~the Company’s control change unfavorably, the estimated fair value of ~~June 30, 2022 was as follows (amounts~~goodwill could be adversely affected, leading to a potential impairment in ~~thousands):~~

Years Ending December 31,

2022 (remaining)

$
2,555
2023

4,864
2024

4,736
2025

4,515
2026

3,931
Thereafter

7,828
Total

$
28,429

~~During~~ the three months ended June 30, 2022 and 2021, aggregate amortization expense for intangible assets was $1.2 million and $0.7 million, respectively, of which $1.0 million and $0.10 million, respectively, was included in technology and development expense. Duringfuture. For the six months ended June 30, ~~2022 and 2021, aggregate amortization expense for intangible assets~~2023, no events occurred that indicated it was ~~$2.1 million and $0.8 million, respectively, of which $1.5 million and $0.2 million, respectively,~~more likely than not that goodwill was ~~included in technology and development expense.~~

~~Note 6. Goodwill~~

~~The changes in the carrying value of goodwill by segment as of June 30, 2022 are as noted in the table below (amounts in thousands):~~

Real Estate


Brokerage

Mortgage

Technology

Other (a)

Total
Balance at December 31, 2021

$
1,099

$
7,399

$
4,168

$
7,875

$
20,541
Goodwill acquired during the period

1,461

2,876

0

0

4,337
Fair value measurement adjustment (see Note 4)

94

18

—

446

558
Balance at June 30, 2022

$
2,653

$
10,293

$
4,168

$
8,321

$
25,436

~~(a)– Other comprises goodwill not assigned to a reportable segment.~~

~~There were 0 accumulated impairment charges as of June 30, 2022 and December 31, 2021.~~impaired.

Note 7. Accrued and Other Current Liabilities

Accrued and other current liabilities consisted of the following (amounts in thousands):


					June 30,		December 31,
	June 30, 2022		December 31, 2021		2023		2022
Deferred annual fee	$	989	$	546	$	1,191	$	1,100
Due to sellers		1,513		1,400		573		857
Accrued compensation		745		1,033		1,158		884
Other accrued liabilities		701		1,512		566		562
Total accrued and other current liabilities	$	3,948	$	4,491	$	3,488	$	3,403

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~~FATHOM HOLDINGS INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

Note 8. Warehouse Lines of Credit

Encompass Lending Group (“Encompass”), ~~an indirect~~a wholly owned subsidiary of the Company, utilizes line of credit facilities as a means of temporarily financing mortgage loans pending their sale. The underlying warehouse lines of credit agreements, as described below, contain financial and other debt covenants. As of June 30, 2022, under two credit facilities Encompass was not in compliance with certain of these debt covenants related to earnings, however, based on communications with these banks, Encompass has received one waiver and expects to receive the second bank waiver on these covenants. If the Company is unable to obtain the bank waiver, the bank may terminate the credit facility.

Encompass maintains a master loan warehouse agreement with a bank whereby Encompass borrows funds to finance the origination or purchase of eligible loans. Interest on funds borrowed is equal to the greater of the ~~mortgage interest~~30-Day Secured Overnight Financing Rate (SOFR) rate ~~of the underlying loan~~plus 2.625% or ~~3.625%~~5.00%. The agreement expires in September ~~2022.~~2023. The maximum funding ofavailable under these loans at June 30, ~~2022~~2023 was $7.5 million and December 31, ~~2021~~2022 was $15.0 million. At June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the outstanding balance on this warehouse line was approximately $2.6 million and $1.7 million, ~~and $4.3 million,~~ respectively. As of June 30, 2023, Encompass was in compliance with the debt covenants under this facility.

Encompass maintains a mortgage participation purchase agreement with a bank whereby Encompass borrows funds to finance the origination or purchase of eligible loans. Interest on funds borrowed is equal to the greater of the ~~mortgage interest rate of the underlying loan~~1 month Term SOFR Reference Rate (SOFR) Rate plus 2.11% or ~~3.5%~~3.61%. The agreement expires in ~~April~~December 2023.The maximum funding ofavailable under these loans at June 30, ~~2022~~2023 was $7.5 million and December 31, ~~2021~~2022 was $25.0 million. At June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the outstanding balance on this warehouse line was approximately ~~$1.7~~$2.4 million and ~~$3.1~~$0.8 million, respectively. As of June 30, 2023, Encompass was in compliance with the debt covenants under this facility.

Encompass maintains a warehousing credit and security agreement with a bank whereby Encompass borrows funds to finance the origination of eligible mortgage loans. Interest on funds borrowed is equal to the greater of to the daily ~~LIBOR~~adjusting Bloomberg Short-Term Bank Yield (BSBY) rate plus 2.00% or 3.5% per annum. The agreement expires in September ~~2022.~~2023. The ~~Daily Adjusting LIBOR~~daily adjusting BSBY rate plus 2.00% as of June 30, ~~2022~~2023 was 7.22% and as of December 31, ~~2021~~2022 was ~~3.579% and 2.09%, respectively.~~6.36%. The maximum funding ~~limit of~~available under these loans at June 30, ~~2022~~2023 was $7.5 million and December 31, ~~2021~~2022 was $15.0 million. At June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, the outstanding balance on this warehouse line was approximately ~~$2.7~~$2.5 million and ~~$2.2~~$1.0 million, respectively. As of June 30, 2023, Encompass was not in compliance with the debt covenant under this facility related to earnings, but the lender has waived the non-compliance.

Table of Contents

FATHOM HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 9. Debt

Long-term debt consisted of the following (amounts in thousands):


	June 30, 2022		December 31, 2021		June 30, 2023		December 31, 2022
3.75% Small Business Administration installment loan due May 2050	$	169	$	171	$	128	$	151
Notes payable:
Non-interest-bearing promissory note due July 1, 2022		210		210
2.5% director and officer insurance policy promissory note due July 31, 2022		—		385
6.0 % executive and officer insurance policy promissory note due October 9, 2022		132		211
Convertible note payable, less unamortized costs of $179						3,321		—
6.0% director and officer insurance policy promissory note due April 30, 2023						—		246
9.0 % executive and officer insurance policy promissory note due August 1, 2023						74		296
Total debt		511		977		3,523		693
Less current portion of the Small Business Administration Loan		(21)		(25)
Less current portion of notes payable		(210)		(806)
Long-term debt, current portion						(96)		(564)
Long-term debt, net of current portion	$	280	$	146	$	3,427	$	129

~~During~~On April 13, 2023, the ~~six~~Company entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Holder”) and issued a Senior Secured Convertible Promissory Note in principal amount of $3,500,000 (the “Note”), in a private placement (the “Offering”). The Company paid a placement agent fee in the amount of $175,000 in connection with the Offering. The cash proceeds disbursed to the Company from the issuance of the Note were $3,300,000, after deducting the placement agent fee and approximately $25,000 in purchaser expenses.

The Company shall pay interest to the Holder quarterly in cash on the principal amount of this Note at a rate which fluctuates every calendar month, ~~period ended June 30, 2022 approximately $0.1 million~~and is equal to (i) the monthly average Secured Overnight Financing Rate (SOFR) plus (ii) 5%, per annum (which interest rate may be increased as provided by the Purchase Agreement); provided, however, that in no event will the rate of ~~short -term debt associated~~interest for any month be less than 8% per annum. Interest shall be due and payable on the last calendar day of each quarter and on the maturity date, April 12, 2025 (the “Fixed Interest Payment Date”); provided, however, notwithstanding anything to the contrary provided in the Purchase Agreement or the Note, interest accrued but not yet paid will be due and payable upon any conversion, prepayment, and/or acceleration whether as a result of an Event of Default, as defined, or otherwise with ~~our January iPro acquisition was paid.~~respect to the principal amount being so converted, prepaid and/or accelerated.

In connection with the Offering, the Company also entered into a Security Agreement pursuant to which the Note is secured by all the Company’s existing and future assets.

All or any portion of the principal amount of the Note, plus accrued and unpaid interest and any late charges thereon, is convertible at any time, in whole or in part, at the Investor’s option, into shares of the Company’s common stock at an initial fixed conversion price of $6.00 per share, subject to certain customary adjustments. The Note imposes penalties on the Company for any failure to timely deliver any shares of the Company’s common stock issuable upon conversion. The Note may not be converted by the Investor into shares of common stock if such conversion would result in the Investor and its affiliates owning an aggregate of in excess of 4.99% of the then-outstanding shares of the Company’s common stock, provided that upon 61 days’ notice, such ownership limitation may be adjusted by the Investor, but in any case, to no greater than 9.99%.

Note 10. Fair Value Measurements

FASB ASC 820, Fair Value Measurement, (“ASC 820”), defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The methodology

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establishes consistency and comparability by providing a fair value hierarchy that prioritizes the inputs to valuation techniques into three broad levels, which are described below:

●

Level 1 inputs are quoted market prices in active markets for identical assets or liabilities (these are observable market inputs).

●

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability (includes quoted market prices for similar assets or identical or similar assets in markets in which there are few transactions, prices that are not current or prices that vary substantially).

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●

Level 3 inputs are unobservable inputs that reflect the entity’s own assumptions in pricing the asset or liability (used when little or no market data is available).

A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

In general, fair value is based upon quoted market prices, where evaluated. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure the financial instruments are recorded at fair value.

While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.

Mortgage loans held for sale – The fair value of mortgage loans held for sale is determined, when possible, using quoted secondary-market prices or purchaser commitments. If no such quoted price exists, the fair value of a loan is determined using quoted prices for a similar asset or assets, adjusted for the specific attributes of that loan, which would be used by other market participants. The loans are considered Level 2 on the fair value hierarchy.

Derivative financial instruments – Derivative financial instruments are reported at fair value. Fair value is determined using a pricing model with inputs that are unobservable in the market or cannot be derived principally from or corroborated by observable market data. These instruments are Level 3 on the fair value hierarchy.

The fair value determination of each derivative financial instrument categorized as Level 3 required one or more of the following unobservable inputs:

●

Agreed prices from Interest Rate Lock Commitments (“IRLC”);

●

Trading prices for derivative ~~instruments~~instruments; and

●

Closing prices at June 30, ~~2022~~2023 and December 31, ~~2021~~2022 for derivative ~~instruments~~instruments.

The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of June 30, 2023 and December 31, 2022 (amounts in thousands):


									June 30, 2023
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Mortgage loans held for sale	$	—	$	6,313	$	—	$	6,313	$	—	$	7,787	$	—	$	7,787
Derivative assets		—		—		86		86
Derivative assets (included in prepaids and other current assets)										—		—		37		37
	$	—	$	6,313	$	86	$	6,399	$	—	$	7,787	$	37	$	7,824

~~The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 (amounts in thousands):~~

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									December 31, 2022
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Mortgage loans held for sale	$	—	$	9,862	$	—	$	9,862	$	—	$	3,694	$	—	$	3,694
Derivative assets		—		—		53		53
Derivative assets (included in prepaids and other current assets)										—		—		7		7
	$	—	$	9,862	$	53	$	9,915	$	—	$	3,694	$	7	$	3,701

The Company enters into IRLCs to originate residential mortgage loans held for sale, at specified interest rates and within a specific period of time (generally between 30 and 90 days), with customers who have applied for a loan and meet certain credit and underwriting criteria. These IRLCs meet the definition of a derivative and are reflected on the consolidated balance sheets at fair value with changes in fair value recognized in other service revenue on the consolidated statements of operations. Unrealized gains and losses on the IRLCs, reflected as derivative assets and derivative liabilities, respectively, are measured based on the fair value of the underlying mortgage loan, quoted agency mortgage-backed security (“MBS”) prices, estimates of the fair value of the mortgage servicing rights and the probability that the mortgage loan will fund within the terms of the IRLC, net of commission expense and broker fees. The fair value of

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the forward loan sales commitment and mandatory delivery commitments being used to ~~economically~~ hedge the IRLCs and mortgage loans held for sale not committed to purchasers are based on quoted agency MBS prices.

Note 11. Leases

Operating Leases

The Company has operating leases primarily consisting of office space with remaining lease terms of less than one year to six years, subject to certain renewal options as applicable.

Leases with an initial term of twelve months or less are not recorded on the balance sheet, and the Company does not separate lease and non-lease components of contracts. There are no material residual guarantees associated with any of the Company’s leases, and there are no significant restrictions or covenants included in the Company’s lease agreements. Certain leases include variable payments related to common area maintenance and property taxes, which are billed by the landlord, as is customary with these types of charges for office space.

Our lease agreements generally do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate imputed discount rate. The Company benchmarked itself against other companies of similar credit ratings and comparable quality and derived an imputed rate, which was used in a portfolio approach to discount its real estate lease liabilities. The Company used estimated incremental borrowing rates for all active leases.

The table below presents certain information related to lease costs for the Company’s operating leases (amounts in thousands):


	Three months ended June 30,				Six months ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Operating lease expense	$	377	$	246	$	709	$	293	$	446	$	377	$	906	$	709
Short-term lease expense		115		95		227		124		141		115		302		227
Total lease cost	$	492	$	341	$	936	$	417	$	587	$	492	$	1,208	$	936

The following table presents the weighted average remaining lease term and the weighted average discount rate related to operating leases:


	June 30, 2022		December 31, 2021		June 30, 2023		December 31, 2022
Weighted average remaining lease term (in years) - operating leases	5.14		4.98		4.3		4.7
Weighted average discount rate - operating leases	6.14	%	5.91	%	6.24	%	6.19	%

The following table presents the maturities of lease liabilities (amounts in thousands):


	Operating
Years Ended December 31,	Leases
2023 (remaining)	$	1,019
2024		1,767
2025		1,484
2026		1,101
2027		969
2028 and thereafter		710
Total minimum lease payments		7,050
Less effects of discounting		(856)
Present value of future minimum lease payments	$	6,194

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~~The following table presents the maturities of lease liabilities (amounts in thousands):~~

Operating
Years Ended December 31,

Leases
2022 (remaining)

$
888
2023

1,778
2024

1,563
2025

1,338
2026

1,010
2027 and thereafter

1,622
Total minimum lease payments

$
8,199
Less effects of discounting

(1,182)
Present value of future minimum lease payments

$
7,017

Note 12. Shareholders’ Equity

On March 10, 2022, the Company’s Board of Directors authorized an expenditure of up to ~~$10~~$10.0 million for the repurchase of shares of the Company’s common stock. The share repurchase program does not have a fixed expiration. Under the program, repurchases can be made from time-to-time using a variety of methods, including open market transactions, privately negotiated transactions or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The actual timing and amount of future repurchases are subject to business and market conditions, corporate and regulatory requirements, stock price, acquisition opportunities and other factors. The repurchase program does not obligate the Company to acquire any particular number of shares and may be suspended or discontinued at any time at the Company’s discretion. During the ~~three months and six months~~year ended ~~June 30,~~December 31, 2022, the Company reacquired ~~602,286 shares and~~ 686,097 shares for approximately ~~$5.1 million and~~ $6.0 ~~million, respectively.~~million. As of June, ~~30, 2022,~~2023, the Company had approximately $4.0 million remaining under the share repurchase authorization.

During the six months ended June 30, 2022, the Company issued shares of common stock as part of the purchase consideration in connection with the acquisitions of iPro and Cornerstone. Refer to Note 4 for additional information about these acquisitions and the shares of common stock issued.

The Company has an outstanding equity-classified warrant issued to an underwriter in August 2020 (the “Underwriter Warrant”) to purchase 240,100 shares of common stock. The Underwriter Warrant is exercisable at a per share exercise price of $11.00 and is exercisable at any time ~~from and after January 31, 2021~~ through August 4, 2025. As of June 30, ~~2022, 0~~2023, no portion of the Underwriter Warrant has been exercised or expired.

Note 13. Stock-based Compensation

The Company’s 2019 Omnibus Stock ~~based compensation related~~Incentive Plan (the “2019 Plan”) provides for granting stock options, restricted stock awards, and restricted stock units to employees, directors, contractors and consultants of the ~~Company’s stock plans was as follows (amounts in thousands):~~Company. As of June 30, 2023, there were approximately 65,400 shares available for future grants under the 2019 Plan.

Three months ended

Six months ended

June 30,

June 30,


2022

2021

2022

2021
Commission and other agent-related cost

$
795

$
498

$
1,627

$
884
Operations and support

369

118

440

167
Technology and development

76

284

78

573
General and administrative

621

265

2,078

392
Marketing

80

28

125

47
Total stock-based compensation

$
1,941

$
1,193

$
4,348

$
2,063

Restricted Stock Awards

~~During~~Following is the restricted stock award activity for the three and six months ended June 30, 2023:


		Weighted Average
		Grant Date
	Shares	Fair Value
Nonvested at December 31, 2022	1,375,145	$	14.23
Granted	651,618		4.32
Released	(2,866)		6.55
Forfeited	(49,069)		12.77
Nonvested at March 31, 2023	1,974,828		10.98
Granted	61,514		4.51
Released	(27,464)		6.06
Forfeited	(29,300)		14.36
Nonvested at June 30, 2023	1,979,578		10.83

Restricted Stock Unit Awards

During 2022, the Company ~~capitalized $0.07 million~~commenced granting restricted stock units to employees and ~~$0.13 million, respectively, of stock-based compensation expense associated with~~agents.

Following is the ~~cost of developing software~~restricted stock unit award activity for ~~internal use.~~the three and six months ended June 30, 2023:

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		Weighted Average
		Grant Date
	Shares	Fair Value
Nonvested at December 31, 2022	392,564	$	6.58
Granted	894,891		4.28
Released	—		—
Forfeited	(12,852)		6.05
Nonvested at March 31, 2023	1,274,603	$	4.97
Granted	88,481		4.53
Released	(17,080)		7.84
Forfeited	(45,510)		5.45
Nonvested at June 30, 2023	1,300,494	$	5.07

Stock Option Awards

There were no stock option awards granted during the six month period ended June 30, 2023.

Stock-based Compensation expense

Stock-based compensation expense related to all awards issued under the Company’s stock compensation plans for the three and six months ended June 30, 2023 and 2022 was as follows (amounts in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Commission and other agent-related cost	$	1,070	$	795	$	2,068	$	1,627
Operations and support		283		369		485		440
Technology and development		50		76		72		78
General and administrative		1,645		621		3,152		2,078
Marketing		137		80		228		125
Total stock-based compensation	$	3,185	$	1,941	$	6,005	$	4,348

The Company capitalized $0 of stock-based compensation expense associated with the cost of developing software for internal use during the three and six months ended June 30, 2023.

The Company capitalized approximately $0.1 million of stock-based compensation expense associated with the cost of developing software for internal use during each of the three and six months ended June 30, 2022.

At June 30, ~~2022,~~2023, the total unrecognized compensation cost related to ~~non-vested~~nonvested restricted stock awards was ~~$12.7~~$8.7 million, which is expected to be recognized over a period of approximately ~~1.62~~1.0 years. ~~There was 0~~

At June 30, 2023, the total unrecognized compensation ~~cost~~ related to nonvested restricted stock ~~options, as all outstanding stock options were vested at~~units was $4.4 million which the Company expects to recognize over a period of approximately 1.4 years.

At June 30, ~~2022.~~

~~During~~2023, the ~~six months ended June 30, 2022,~~total unrecognized compensation related to nonvested stock option awards granted was approximately $0.1 million which the Company ~~granted 591,976 restricted stock awards at~~expects to recognize over a ~~weighted-average grant-date fair value~~period of ~~$9.97. There were 0 grants of stock options during the six months ended June 30, 2022.~~approximately 0.3 years.

Note 14. Related Party Transactions

~~Marketing~~We lease office space from entities affiliated with certain of our employees. We paid $0.1 million in total rent expense under these leases for each of the three months ended June 30, 2023 and 2022, and ~~2021~~we paid $0.2 million in total rent expense under these leases for each of the six months ended June 30, 2023 and 2022.

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Marketing expense for each of the three months ended June 30, 2023 and 2022 includes approximately $0.1 million ~~and, $0.08 million and~~from related parties in exchange for the Company receiving marketing services.

Marketing expense for the six months ended June 30, 2023 and 2022 ~~amd 2021includes~~includes approximately ~~$0.3 million~~$0.2 and ~~$0.2~~$0.3 million, respectively, from related parties in exchange for the Company receiving marketing services.

Note 15. Net Loss per Share Attributable to Common Stock

Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is calculated by adjusting the weighted-average number of shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. Diluted loss per share excludes, when applicable, the potential impact of stock options, unvested shares of restricted stock awards, and common stock warrants because their effect would be anti-dilutive due to net loss.

The calculation of basic and diluted net loss per share attributable to common stock was as follows (amounts in thousands except share data):


	Three months ended				Six months ended				Three Months Ended				Six Months Ended
	June 30,				June 30,				June 30,				June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Numerator:
Net loss attributable to common stock—basic and diluted	$	(5,669)	$	(2,091)	$	(11,666)	$	(5,491)	$	(4,345)	$	(5,669)	$	(10,046)	$	(11,666)
Denominator:
Weighted-average basic and diluted shares outstanding		16,039,971		14,048,136		16,180,782		13,750,775		16,023,981		16,039,971		16,017,560		16,180,782

Net loss per share attributable to common stock—basic and diluted	$	(0.35)	$	(0.15)	$	(0.72)	$	(0.40)	$	(0.27)	$	(0.35)	$	(0.63)	$	(0.72)

The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stock for the periods presented because their effect would have been anti-dilutive:


	Three months ended		Six months ended		Three Months Ended		Six Months Ended
	June 30,		June 30,		June 30,		June 30,
	2022	2021	2022	2021	2023	2022	2023	2022
Stock options	43,996	43,998	43,996	43,998	147,707	43,996	147,707	43,996
Non-vested restricted stock awards	1,192,447	498,806	1,192,447	498,806	1,979,578	1,192,447	1,979,578	1,192,447
Non-vested restricted stock units					1,300,494	—	1,300,494	—
Common stock warrants	240,100	240,100	240,100	240,100	240,100	240,100	240,100	240,100
Convertible debt					583,333	—	583,333	—

Note 16. Income Taxes

In determining the quarterly provision for income taxes, the Company used the annual effective tax rate applied to year-to-date income. The Company’s annual estimated effective tax rate differs from the statutory rate primarily as a result of state taxes, permanent differences, and changes in the Company’s valuation allowance. The income tax effects of unusual or infrequent items including a change in the valuation allowance as a result of a change in judgment regarding the realizability of deferred tax assets are excluded from the estimated annual effective tax rate and are required to be discretely recognized in the interim period they occur.

The Company has historically maintained a valuation allowance against deferred tax assets and reported only minimal current state tax expense. For the three and six months ended June 30, 2023, the Company recorded income tax expense of approximately $25,000 and $37,000 respectively. For the three and six months ended June 30, 2022, the Company recorded income tax expense of approximately $160,000 and $185,000 respectively.The Company expects to maintain a valuation allowance on current year remaining net deferred tax assets by year-end due to historical operating losses, but records a net deferred tax liability when reversals of deferred tax liabilities that relate to indefinite-live intangible assets may not be used in realizing deferred tax assets.

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~~$160,000 and $185,000 respectively.~~ The Company ~~expects to maintain a valuation allowance~~applies the standards on ~~current year remaining net deferred~~uncertainty in income taxes contained in ASC Topic 740, Accounting for Income Taxes. The application of this interpretation did not have any impact on the Company’s consolidated financial statements, as the Company did not have any significant unrecognized tax ~~assets by year-end due to historical operating losses.~~

~~The Company recorded an income tax benefit of approximately~~ ~~$2.6~~ ~~million for both~~benefits during the ~~three and~~ six months ended June 30, ~~2021. The tax benefit was primarily the result of the release of the valuation allowance against historical deferred tax assets~~2023 and recognition of benefit from the current year projected loss. Net deferred tax liabilities of approximately $3.3 million recorded in connection with the E4:9 Holdings, Inc. and LiveBy, Inc. acquisitions provided a source of taxable income to support the realizability of approximately $1.6 million of pre-existing deferred tax assets, as well as deferred tax assets from the projected loss for the year ended December 31, ~~2021. The taxable temporary differences relating~~2022. Currently, the statute of limitations remains open subsequent to and including the amortizable intangible assets supported the realization of the net operating loss carryforwards. As a result of the transactions, the Company discretely released the historical valuation allowance and recognized a deferred tax benefit on a portion of losses for the three and six monthsyear ended ~~June 30, 2021.~~December 31, 2019.

Note 17. Segment Reporting

The ~~Company’s 3~~Company identifies an operating segment as a component: (i) that engages in business activities from which it may earn revenues and incur expenses; (ii) that has available discrete financial information; and (iii) whose operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”) to allocate resources and to assess the operating results and financial performance of each operating segment.

Our Chief Operating Decision Maker makes operating decisions and assesses performance based on the services of identified operating segments and has identified three reportable ~~segments are~~segments: Real Estate ~~Brokerage, Mortgage~~Brokerage; Mortgage; and Technology. Through its Real Estate Brokerage segment, the Company provides real estate brokerage services. Through its Mortgage segment, the Company provides residential loan origination and underwriting services. Through its Technology segment, the Company provides SaaS solutions and data mining for third party customers and continues to develop its intelliAgent platform for current use by the Company’s real estate agents.

Revenue and Adjusted EBITDA are the primary measures used by the ~~Chief Operating Decision Maker (“CODM”)~~CODM to evaluate financial performance of the reportable segments and to allocate resources. Adjusted EBITDA represents the revenues of the operating segment less operating expenses directly attributable to the respective operating segment. Adjusted EBITDA is defined by ~~the Company~~us as net income (loss), excluding other income and expense, costs related to acquisitions, income ~~tax benefit,~~taxes, depreciation and amortization, and stock-based compensation expense. In particular, the Company believes the exclusion of non-cash stock-based compensation expense related to restricted stock awards and stock options and transaction-related costs provides a useful supplemental measure in evaluating the performance of ~~the Company’s~~our operations and provides better transparency into ~~its~~our results of operations. The Company’s presentation of Adjusted EBITDA might not be comparable to similar measures used by other companies.

The Company does not allocate assets to its reportable segments as they are not included in the review performed by the CODM for purposes of assessing segment performance and allocating resources. The balance sheet is managed on a consolidated basis and is not used in the context of segment reporting. ~~The Company has included the results of the acquisitions during the reported periods from the acquisition date of the respective acquisition.~~

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Key operating data for the reportable segments for the three and six months ended June 30, ~~2022~~2023 and ~~2021~~2022 are set forth in the tables below (amounts in thousands):


		Revenue								Revenue
		Three months ended			Six months ended					Three Months Ended			Six Months Ended
		June 30,			June 30,					June 30,			June 30,
Revenue	2022		2021		2022		2021
									2023		2022		2023		2022
Real Estate Brokerage	$	122,053	$	80,246	$	206,097	$	129,402	$	94,633	$	122,053	$	167,803	$	206,097
Mortgage		2,642		1,502		5,506		1,502		2,019		2,642		3,483		5,506
Technology		656		530		1,301		599		792		656		1,549		1,301
Corporate and other services (a)		2,828		1,905		5,357		2,325		2,645		2,828		4,795		5,357
Total revenue	$	128,179	$	84,183	$	218,261	$	133,828	$	100,089	$	128,179	$	177,630	$	218,261


	Adjusted EBITDA								Adjusted EBITDA
	Three months ended				Six months ended				Three Months Ended				Six Months Ended
	June 30,				June 30,				June 30,				June 30,
Adjusted EBITDA	2022		2021		2022		2021
									2023		2022		2023		2022
Real Estate Brokerage	$	1,755	$	495	$	2,709	$	(11)	$	2,570	$	1,755	$	3,868	$	2,709
Mortgage		(860)		(890)		(1,350)		(890)		(237)		(860)		(804)		(1,350)
Technology		(325)		(307)		(693)		(622)		(418)		(325)		(630)		(693)
Total Segment Adjusted EBITDA		570		(702)		666		(1,523)		1,915		570		2,434		666
Corporate and other services (a)		(2,554)		(1,572)		(4,763)		(2,794)		(1,457)		(2,554)		(3,345)		(4,763)
Total Company Adjusted EBITDA		(1,984)		(2,273)		(4,097)		(4,315)		458		(1,984)		(911)		(4,097)
Depreciation and amortization		1,343		745		2,405		847		1,510		1,343		2,867		2,405
Other expense (income), net		234		(34)		571		(88)		83		234		226		571
Income tax expense (benefit)		159		(2,615)		185		(2,610)
Income tax expense										25		160		37		185
Stock based compensation		1,941		1,193		4,348		2,063		3,185		1,941		6,005		4,348
Transaction-related costs		8		529		60		963		—		7		—		60
Net loss	$	(5,669)	$	(2,091)	$	(11,666)	$	(5,491)	$	(4,345)	$	(5,669)	$	(10,046)	$	(11,666)

(a)

Transactions between segments are eliminated in consolidation. Such amounts are eliminated through the Corporate and ~~Other~~other services line.

Note 18. Commitments and Contingencies

From time to time the Company is involved in litigation, claims, and other proceedings arising in the ordinary course of business. Such litigation and other proceedings may include, but are not limited to, actions relating to employment law and misclassification of employees versus independent contractors, intellectual property, commercial or contractual claims, brokerage or real estate disputes, or other consumer protection statutes, ordinary-course brokerage disputes like the failure to disclose property defects, commission disputes, and various liabilities based upon conduct of individuals or entities outside of the Company’s control, including agents and third party contractor agents. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur. As of June 30, ~~2022,~~2023, there was no material litigation against the ~~Company.~~Company that had a reasonable possibility of loss.

In conducting its operations, the Company routinely holds customers’ assets in escrow, pending completion of real estate transactions, and is responsible for the proper disposition of these balances for its customers. Certain of these amounts are maintained in segregated bank accounts and have not been included in the accompanying consolidated balance sheets, consistent with GAAP and industry practice. The balances amounted to ~~$3.8~~$0.7 million and ~~$2.3~~$1.8 million at June 30, ~~2022~~2023 and December 31, ~~2021,~~2022, respectively.

Encompass Net Worth Requirements

In order to maintain approval from the U.S. Department of Housing and Urban Development to operate as a Title II non-supervised mortgagee, our indirect subsidiary Encompass is required to maintain adjusted net worth of $1,000,000 and must maintain liquid assets (cash, cash equivalents, or readily convertible instruments) of 20% of the required net worth. As of June 30, ~~2022,~~2023, Encompass had adjusted net worth of approximately ~~$3.1~~$3.5 million and liquid assets of ~~$4.1~~$3.9 million.

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FATHOM HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Commitments to Extend Credit

Encompass enters into IRLCs with borrowers who have applied for residential mortgage loans and have met certain credit and underwriting criteria. These commitments expose Encompass to market risk if interest rates change and the underlying loan is not economically hedged or committed to a purchaser. Encompass is also exposed to credit loss if the loan is originated and not sold to a purchaser and the mortgagor does not perform. The collateral upon extension of credit is typically ~~includes~~ a first deed of trust in the mortgagor’s residential property. Commitments to originate loans do not necessarily reflect future cash requirements as commitments are expected to expire without being drawn upon.

Regulatory Commitments

Encompass is subject to periodic audits and examinations, both formal and informal in nature, from various federal and state agencies, including those made as part of the regulatory oversight of mortgage origination, servicing and financing activities. Such audits and examinations could result in additional actions, penalties or fines by state or federal government bodies, regulators or the courts.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Company’s consolidated operating results are affected by a wide variety of factors that could materially and adversely affect revenues and profitability, including the risk factors described in our most recent Annual Report on Form 10-K, as amended (the “Form 10-K”), and ~~any~~the risk factors described in this quarterly report. As a result of these and other factors, the Company may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect its business, consolidated financial condition, liquidity, operating results, and common stock prices. Furthermore, this quarterly report, the Form 10-K and other documents filed by the Company with the Securities and Exchange Commission (“SEC”) contain certain forward-looking statements under the Private Securities Litigation Reform Act of 1995 (“Forward-Looking Statements”) with respect to the business of the Company. Forward-Looking Statements are necessarily subject to risks and uncertainties, many of which are outside our control, that could cause actual results to differ materially from these statements. Forward-Looking Statements can be identified by such words as “anticipate,” “believe,” “goals,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “forecast” and similar references to future periods. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans and objectives and ~~regarding the anticipated impact of COVID-19 and other global forces~~inflation are Forward-Looking Statements. These Forward-Looking Statements are subject to certain risks and uncertainties, including those detailed in the Form 10-K and in ~~any~~the risk factors described in this quarterly report, which could cause actual results to differ materially from these Forward-Looking Statements. Except as required by law, the Company undertakes no obligation to publicly release the results of any revisions to these Forward-Looking Statements which may be necessary to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Any Forward-Looking Statement made by the Company is based only on information currently available to us and speaks only as of the date on which it is made.

The terms the “Company,” “Fathom,” “we,” “us,” and “our” as used in this report refer to Fathom Holdings Inc. and its consolidated subsidiaries unless otherwise specified.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The information in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Company’s consolidated financial statements and the related notes set forth in Item 1 of Part I of this Quarterly Report on Form 10-Q, our MD&A set forth in the Form 10-K, and our audited consolidated financial statements and related notes set forth in the Form 10-K. See Part ~~I, Item 1.A of the Form 10-K, Part~~ II, Item 1A, “Risk Factors,” below, and “Special Note Regarding Forward-Looking Information,” above, and the information referenced therein, for a description of risks that we face and important factors that we believe could cause actual results to differ materially from those in our forward-looking statements. All statements herein regarding ~~the likely impact of COVID-19 and other~~ potential risks constitute forward-looking statements. When we cross-reference to a “Note,” we are referring to our “Notes to Unaudited Condensed Consolidated Financial Statements,” unless the context indicates otherwise. All amounts noted within the tables are in thousands except per share amounts or where otherwise noted and percentages are approximate due to rounding.

Given the volatility of the global environment as a result of the ongoing COVID-19 pandemic, the effect of COVID-19 will not be fully reflected in our results of operations and financial performance until future periods.

Overview

Fathom ~~Realty LLC was originally founded in January of 2010 and later incorporated as Fathom~~ Holdings Inc. (the “Company”, “Corporate”, “Our”, “We”), headquartered in ~~the state of~~Cary, North Carolina, ~~on May 5, 2017. We are~~is a national, technology-driven, end to end real estate services ~~platform~~company integrating residential brokerage, mortgage, title, insurance and ~~Software as a Service (“SaaS”)~~SaaS offerings ~~to brokerages~~for brokers and ~~agents by leveraging our proprietary cloud-based software, intelliAgent.~~agents. The Company’s brands include Fathom Realty, Dagley Insurance, Encompass Lending, intelliAgent, LiveBy, Real Results, Verus Title and ~~Verus Title.~~Cornerstone. Our primary operation, Fathom Realty (as defined below), operates as a real estate brokerage company, working with real estate agents to help individuals purchase and sell residential and commercial properties, primarily in the South, Atlantic, Southwest, and Western parts of the United States, with the intention of expanding into all states.

Fathom Realty Holdings, LLC, a Texas limited liability company (“Fathom Realty”), is a wholly owned subsidiary of Fathom Holdings Inc. Fathom Realty owns 100% of 3539 subsidiaries, each an LLC representing the state in which the entity operates (e.g., Fathom Realty NJ, LLC).

~~Our reportable segments are Real Estate Brokerage, Mortgage and Technology.~~

Corporate Developments During 2022 ~~and 2021~~

In January 2022, the Company ~~acquired~~completed its acquisition of Cornerstone Financial (“Cornerstone”). The acquisition of Cornerstone, a real estate mortgage business, ~~that is expected~~has helped us to ~~help~~ expand ~~the Company’s~~our reach in the ~~Washington~~ DC and surrounding markets.

In February 2022, the Company ~~acquired~~completed its acquisition of iPro Realty Network (“iPro”). The acquisition of iPro, a real estate brokerage business, ~~that is expected~~has helped us to ~~help~~ expand ~~the Company’s~~our reach in the Utah real estate market.

In March 2021, the Company completed its acquisitions of Red Barn Real Estate, LLC (“Red Barn”) and Naberly Inc. (“Naberly”). The acquisition of Red Barn, a real estate brokerage business, is expected to help us to expand our reach in the Atlanta region real estate market. The acquisition of Naberly is facilitating our further development of our proprietary intelliAgent platform to enhance offerings and improve operational efficiency.

In April 2021, the Company completed its acquisition of E4:9 Holdings, Inc. (“E4:9”). The acquisition of E4:9 is part of our vision to build a vertically integrated, end-to-end real estate operation by offering mortgage and insurance services to our agents to further serve our customers.

Also in April 2021, the Company completed its acquisition of LiveBy, Inc. (“LiveBy”). We believe the acquisition of LiveBy and its hyperlocal data and technology platform builds credibility for our real estate agents in their respective geographic areas by showcasing their local expertise and helping customers discover the best locations in which to live.

In June 2021, the Company completed its acquisition of Epic Realty (“Epic”). The acquisition of Epic, a real estate brokerage business, should help us to expand our reach in the Idaho real estate market. We further augmented our realty presence in Idaho with the addition of Woodhouse Group Realty (“Woodhouse”) in November 2021.

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In November 2021, the Company completed an offering of common stock, which resulted in the issuance and sale by the Company of 1,750,000 shares of common stock, at a public offering price of $25.00 per share, generating gross proceeds of approximately $35 million, of which the Company received approximately $32.5 million, after deducting underwriting discounts and other offering costs (the “2021 Equity Offering”).

Rising Interest Rates, COVID-19, and Other Risks

Our business is dependent on the economic conditions within the markets in which we operate. Changes in these conditions can have a positive or negative impact on our business. The economic conditions influencing the housing markets primarily include economic growth, interest rates, unemployment, consumer confidence, mortgage availability, and supply and demand.

In periods of economic growth, demand typically increases resulting in increasing home sales transactions and home sales prices. Similarly, a decline in economic growth, increasing interest rates and declining consumer confidence generally decreases demand. These are the trends we are currently facing. Additionally, regulations imposed by local, state, and federal government agencies can also negatively impact the housing markets in which we operate. Finally, national and global events, including pandemics such as COVID-19, geopolitical instability, that impact economic conditions and financial markets, including interest rates, can adversely impact the housing market.

~~In December 2019, a novel strain~~Beginning in the second quarter of ~~coronavirus, COVID-19, was identified in Wuhan, China. This new coronavirus has caused a global health emergency and was declared a pandemic by~~2022, several economic factors began to adversely impact the World Health Organization in March 2020 (“COVID-19’’ or the “Pandemic”). In an effort to contain and slow the spread of COVID-19, governments implemented various measures, such as, ordering non-essential businesses to close, issuing travel advisories, cancelling large scale public events, ordering residents to shelter in place, and requiring the public to practice social distancing. In most states,residential real estate ~~has been considered~~market, including higher mortgage interest rates, lower consumer sentiment, increased inflation, and declining financial market conditions. This shift in the macroeconomic backdrop had an ~~essential business. The emergence~~adverse impact on consumer demand for our services, as consumers weighed the financial implications of selling or purchasing a home and ~~spread~~taking out a mortgage. As previously reported, our growth slowed beginning in the third quarter of 2022. Our mortgage business also experienced significant declines in loan volumes beginning in the ~~Delta~~second quarter of 2022, particularly from refinancing prior mortgages.

In response to these macroeconomic and ~~Omicron variants~~consumer demand developments, we took action to adjust our operations and manage our business towards longer-term profitability despite these adverse macroeconomic factors. We achieved our goal of ~~COVID-19 or other more transmissible variants may extend~~reaching total company Adjusted EBITDA breakeven in the ~~impact~~second quarter of ~~COVID-19~~2023 and looking ahead, we remain focused on generating positive cash

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flow even in today’s market environment. We continue to identify opportunities to streamline our ~~business.~~

overhead and, as of December 31, 2022, had already reduced expenses by approximately $3.0 million per quarter. We ~~are continually monitoring~~saw the ~~affects COVID-19 could have on~~full benefit of these expense reductions in the first two quarters of 2023. Importantly, we believe these cost reductions were made without sacrificing our ~~business.~~ability to continue to grow. This is well ahead of our initial plan to reduce expenses by $1.5 million per quarter. We believe that these cost reduction initiatives, combined with the increase in agent transaction fees that became effective in January 2023, have positioned our business for profitable growth and facilitated our achievement of reaching Adjusted EBITDA breakeven in the states and regions in which we operate the social and economic impacts, which include, but are not limited to, the following, could have a significant bearing on our future financial condition, liquidity, and resultssecond quarter of operations: (i) restrictions on in-person activities associated with residential real estate transactions arising from shelter-in-place, or similar isolation orders; (ii) decline in consumer demand for in-person interactions and physical home tours; and (iii) deteriorating economic conditions, such as increased unemployment rates, recessionary conditions, lower yields on individual investment portfolios, and more stringent mortgage financing conditions. In response to COVID-19, the Company implemented cost-saving measures early on to include the elimination of non-essential travel and in-person training activities, and deferral of certain planned expenditures.2023.

For ~~the year ended December 31, 2021, and~~ the six months ended June 30, 2023 and the year ended December 31, 2022, due in part to the widespread availability of multiple COVID-19 vaccines, the effects of the COVID-19 on business worldwide lessened. However, the continuing impact from COVID-19, as well as the ~~Ukraine conflict, including~~recent increases in interest rates and inflationary pressure in the U.S. and world economies, ~~due to supply chain and other issues, including recent increases in interest rates,~~ is not fully known and cannot be estimated as the U.S. and global economies continue to react.

The impact of COVID-19 to the Company for the year ended December 31, 2021, and for the six months ended June 30, 2022, has been minimal. Despite the ongoing Pandemic, the Company’s transactions and base of agents increased during 2021 and the first six months of 2022. However, while the Company believes it is well positioned in times of economic uncertainty, it is not able to estimate the effects of COVID-19 on its results of operations, financial condition, or liquidity for the year ending December 31, 2022 the six months ended June 30, 2022 and beyond. If the Pandemic continues, it might have a material adverse effect on the Company’s financial condition, liquidity, and future results of operations, as would the economic policies enacted in the United States and other countries in response to the Pandemic, as well as world conditions resulting from the Pandemic.

Real Estate Agents

Due to our low-overhead business model, which leverages our proprietary technology, we can offer our agents the ability to keep significantly more of their commissions compared to traditional real estate brokerage firms. We believe we offer our agents some of the best technology, training, and support available in the industry. We believe our business model and our focus on treating our agents well will attract more agents and higher-producing agents.

~~Table~~As of ~~Contents~~

WeJune 30, 2023 and June 30, 2022, we had ~~the following number~~approximately 10,930 and 9,560 agent licenses, respectively. These figures represent growth of ~~agents as of:~~approximately 14.3% year-over-year.

June 30,


2022

2021

Change

Agents

9,560

6,950

38
%

Reportable Segments

Our Chief Operating Decision Maker makes operating decisions and assesses performance based on the services of identified operating segments and has identified three reportable segments: Real Estate Brokerage; Mortgage; and Technology. Through its Real Estate Brokerage segment, the Company provides real estate brokerage services. Through its Mortgage segment, the Company provides residential loan origination and underwriting services. Through its Technology segment, the Company provides SaaS solutions and data mining for third party customers and continues to develop its intelliAgent platform for current use by the Company’s real estate agents.

Components of Our Results of Operations

Revenue

Our revenue primarily consists of commissions generated from real estate brokerage services. We also have other service revenue, including mortgage lending, title insurance, home and other insurance, and SaaS revenues.

Gross commission income

We recognize commission-based revenue on the closing of a transaction, less the amount of any closing-cost reductions. Revenue is affected by the number of real estate transactions we close, the mix of transactions, home sale prices, and commission rates.

Other Services Revenue

Mortgage Lending

We recognize revenue streams for our mortgage lending services business which are primarily comprised of loans sold, origination and other fees.

The gain on sale of mortgage loans represents the difference between the net sales proceeds and the carrying value of the mortgage loans sold and includes the servicing rights release premiums.

Servicing rights release premiums represent one-time fee revenues earned for transferring the risk and rewards of ownership of servicing rights to third parties.

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Retail origination fees are principally revenues earned from loan originations and recorded in the statement of operations in other service revenue. Direct loan origination costs and expenses associated with the loans are charged to expenses when the loans are sold. Interest income is interest earned on originated loans prior to the sale of the asset.

Insurance Agency Service Revenues

The revenue streams for the Company’s home and other insurance agency services business are primarily comprised of new and renewal commissions paid by insurance carriers. The transaction price is set as the estimated commissions to be received over the term of the policy based upon an estimate of premiums placed, policy changes and cancellations, net of restraint. The commissions are earned at the point in time upon ~~the~~ effective date of the associated policies when control of the policy transfers to the client.

The Company is also eligible for certain contingent commissions from insurers based on the attainment of specific metrics (i.e., volume growth, loss ratios) related to underlying polices placed. Revenue for contingent commissions is estimated based on historical and current evidence of achievement towards each insurer’s annual respective metrics and is recorded as the underlying policies that contribute to the achievement are placed. Due to the uncertainty of the amount of contingent consideration that will be received, the estimated revenue is constrained to an amount that is probable to not have a significant negative adjustment. Contingent consideration is generally received in the first quarter of the subsequent year.

Title ~~Services~~Service Revenues

Title services revenue includes fees charged for title search and examination, property settlement and title insurance services provided in association with property acquisitions and refinance transactions.

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SaaS Revenues

The Company generates revenue from subscription and services related to the use of the LiveBy platform. The SaaS contracts are generally annual contracts paid monthly in advance of service and cancellable upon 30 days’ notice after the first year. The Company’s subscription arrangements do not provide customers with the right to take possession of the software supporting the platform. Subscription revenue, which includes support, is recognized on a straight-line basis over the non-cancellable contractual term of the arrangement, generally beginning on the date that the Company’s service is made available to the customer and is recorded as other service revenue in the statement of operations.

Operating Expenses

Commission and other agent-related costs

Commission and other agent-related costs consists primarily of agent commissions, less fees paid to us by our agents, order fulfillment, share-based compensation for agents, title searches, and direct cost to fulfill the services provided. We expect commission and other agent-related costs to continue to rise in proportion to the expected growth in our operations.

Operations and support

Operations and support consist primarily of direct cost to fulfill the services from our mortgage lending, title services, insurance services and other services provided. We expect operations and support to continue to rise in proportion to the expected growth in our operations.

Technology and development

Technology and development expenses primarily include personnel costs, including base pay, bonuses, benefits, and share based compensation, related to ongoing development and maintenance of our proprietary software for use by our agents, customers, and support staff. Technology and development expenses also include amortization of capitalized software and development costs, data licenses, other software, and equipment costs, as well as infrastructure and operational expenses, such as, for data centers, communication, and hosted services.

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General and administrative

General and administrative expenses consist primarily of personnel costs, including base pay, bonuses, benefits, and share based compensation, and fees for professional services. Professional services principally consist of external legal, audit, and tax services. In the short term, we expect general and administrative expenses to increase in absolute dollars due to the anticipated growth of our ~~business and to meet the increased compliance requirements associated with operation as a public company.~~business. However, in the long term, we anticipate general and administrative expenses as a percentage of revenue to decrease over time, if and as we are able to increase revenue.

Marketing

Marketing expenses consist primarily of expenses for online and traditional advertising, as well as costs for marketing and promotional materials. Advertising costs are expensed as they are incurred. We expect marketing expenses to increase in absolute dollars as we continue to expand our advertising programs, including promotion of our ~~newly~~recently acquired business lines and we anticipate marketing expenses as a percentage of revenue to decrease over time, if and as we are able to increase revenue.

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Depreciation and amortization

Depreciation and amortization represent the depreciation charged on our fixed assets and intangible assets other than capitalized software. Depreciation expense is recorded on a straight-line method, based on estimated useful lives of five years for computer hardware, seven years for furniture and equipment and seven years for vehicles. Leasehold improvements are depreciated over the lesser of the life of the lease term or the useful life of the improvements. Amortization expense consists of amortization recorded on acquisition-related intangible assets, excluding purchased software. Customer relationships are amortized on an accelerated basis, which coincides with the period of economic benefit we expect to receive. All other finite-lived intangibles are amortized on a straight-line basis over the term of the expected benefit. Purchased software and capitalized software development costs are amortized on a straight-line basis over the term of the expected benefit and the respective amortization expense is included in technology and development expense. In accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), we do not amortize goodwill.

Income Taxes

U.S. federal and state income tax benefits for a portion of historical net losses has been recognized in the period ended December 31, 2022. Previously the tax benefits had not been recognized due to our uncertainty of realizing a benefit from those items. As a result of certain acquisitions in prior years, we realized a portion of the pre-existing deferred tax assets due to the reversal of taxable temporary differences. As of December 31, 2022, we had federal net operating loss carryforwards of approximately $40.8 million and state net operating loss carryforwards of approximately $20.8 million. We have not recorded any U.S. federal or state tax benefits for the net losses incurred during the ~~three and~~ six months ended June 30, ~~2022~~2023 due to our uncertainty of realizing a benefit from those items. The federal net operating losses carry forward indefinitely. State net operating losses will begin to expire, if not utilized, in 2032. Utilization of the net operating loss carryforwards may be subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986 as amended, and similar state law provisions.

Results of Operations

Comparison of the Three Months Ended June 30, 2023 and 2022 ~~and 2021 (amounts~~(dollar amounts in thousands)

Revenue


	Three Months Ended								Three Months Ended
	June 30,				Change				June 30,				Change
	2022		2021		Dollars		Percentage		2023		2022		Dollars		Percentage
Gross commission income	$	122,053	$	80,246	$	41,807	52	%	$	94,633	$	122,053	$	(27,420)	-22	%
Other service revenue		6,126		3,937		2,189	56			5,456		6,126		(670)	-11	%
Total revenue	$	128,179	$	84,183	$	43,996	52		$	100,089	$	128,179	$	(28,090)	-22	%

For the three months ended June 30, ~~2022,~~2023, gross commission income ~~increased~~decreased by approximately ~~$41.8~~$27.4 million, or ~~52%~~22%, as compared with the three months ended June 30, ~~2021.~~2022. This ~~increase~~decrease was primarily attributable to ~~an increase~~a 16.7% decrease in transaction ~~volume and to an increase in average revenue per transaction due to rising home prices. During~~volume; 11,010 real estate transactions during the three months ended June 30, ~~2022, transaction volume increased by 31%~~2023 compared to ~~approximately~~ 13,215 transactions ~~compared to approximately 10,100 transactions for~~during the three months ended June 30, ~~2021.~~2022. Our transaction volume ~~increased~~decreased primarily due to rising interest rates. However, the negative impact of

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rising interest rates on transaction volume was lessened due to the 14.3% expansion in our agent base attributable to organic growth in the number of agents contracted with us and agents acquired through our acquisition of iPro in the ~~acquisitions~~first quarter of ~~Red Barn, Epic, and iPro.~~2022. During the three months ended June 30, ~~2022,~~2023, average revenue per transaction ~~increased by 15.9%~~was $8,593, a 7.0% decrease compared to $9,236 ~~from $7,969~~ during the three months ended June 30, ~~2021.~~2022 primarily attributable to an approximate 6% decrease in average home prices.

For the three months ended June 30, ~~2022,~~2023, other service revenue ~~was~~decreased by approximately ~~$6.1 million, an increase of $2.2~~$0.7 million or 56%, over the three months ended June 30, 2021, and was attributable to the Company’s acquisitions of E4:9 and LiveBy in April 2021 and Cornerstone in January 2022. See Note 4 for detailed information about these acquisitions.

~~Operating Expenses~~

Three Months Ended

June 30,

Change


2022

2021

Dollars

Percentage

Commission and other agent-related costs

$
116,309

$
76,729

$
39,580

52
%
Operations and support

1,597

1,683

(86)

(5)

Technology and development

1,048

956

92

10

General and administrative

12,358

8,738

3,620

41

Marketing

1,329

378

951

252

Depreciation and amortization

813

438

375

86

Total operating expenses

$
133,454

$
88,922

$
44,532

50

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~~For the three months ended June 30, 2022, commission and other agent-related costs increased by approximately $39.6 million, or 52%~~11%, as compared with the three months ended June 30, ~~2021.~~2022. This decrease was primarily attributable to a decrease in mortgage loans and title service transaction volume which was primarily attributable to to rising interest rates.

Operating Expenses


	Three Months Ended
	June 30,				Change
	2023		2022		Dollars		Percentage
Commission and other agent-related costs	$	88,892	$	116,309	$	(27,417)	-24	%
Operations and support		1,904		1,597		307	19	%
Technology and development		1,624		1,048		576	55	%
General and administrative		10,159		12,358		(2,199)	-18	%
Marketing		927		1,329		(402)	-30	%
Depreciation and amortization		820		813		7	1	%
Total operating expenses	$	104,326	$	133,454	$	(29,128)	-22	%

For the three months ended June 30, 2023, commission and other agent-related costs decreased by approximately $27.4 million, or 24%, as compared with the three months ended June 30, 2022. Commission and other agent-related costs primarily includes costs related to agent commissions, net of fees paid to us by our agents. These costs generally correlate with recognized revenues. As such, the ~~increase~~decrease in commission and other agent-related costs compared to the same period in ~~2021~~2022 was primarily attributable to ~~an increase~~a decrease in agent commissions paid due to ~~higher~~lower transaction volume mainly due to rising interest rates. Commission and ~~rising home prices.~~other agent-related costs also includes stock compensation. The decrease in commission and other agent related costs was also attributable to our increasing the fees we charged to agents thereby lowering our payout in commission costs, partially offset by an increase in stock compensation costs paid to agents.

For the three months ended June 30, ~~2022,~~2023, operations and support expenses were $1.9 million, an increase of approximately ~~$1.6 million as compared to $1.7 million for the three months ended June 30, 2021.~~

~~For the three months ended June 30, 2022, technology and development expenses increased by approximately $.09~~$0.3 million, or ~~10%~~19%, as compared with the three months ended June 30, ~~2021.~~2022. This increase was primarily attributable to strategic increases in headcount in our mortgage, insurance and title businesses.

For the three months ended June 30, 2023, technology and development expenses increased by approximately $0.6 million, or 55%, as compared with the three months ending June 30, 2022. The increase was ~~primarily~~ attributable to our ongoing investment in the intelliAgent platform and our LiveBy ~~business acquired in April 2021. See Note 4 for detailed information about this acquisition.~~business.

For ~~the~~ three months ended June 30, ~~2022,~~2023, general and administrative ~~expense increased~~expenses decreased by approximately ~~$3.6~~$2.2 million, or ~~41%~~18%, as compared with the three months ended June 30, ~~2021. The increase in general and administrative expense~~2022. This decrease was primarily attributable to ~~recently completed acquisitions~~strategic decreases in headcount throughout our businesses and to ~~increases in non-cash stock compensation expense. It is anticipated that general~~salary reductions at the business unit and administrative expense will increase on an absolute dollar basis going forward, driven by acquisitions and costs related to scaling and integrating the Company’s business lines. General and administrative expense as a percentage of revenue is expected to decline over the long-term as revenue increases.corporate executive management levels.

For the three months ended June 30, ~~2022,~~2023, marketing ~~expense increased~~expenses decreased by approximately ~~$1.0~~$0.4 million, or ~~252%~~30%, as compared with the three months ended June 30, ~~2021.~~2022. The ~~increase was attributable to an increase~~decrease in ~~direct advertising costs~~marketing expenses is primarily related to ~~the Company’s expansion in new regions~~leveraging internal resources and ~~markets and to promoting its businesses acquired in 2022 and 2021.~~optimizing advertising expenditures.

For the three months ended June 30, ~~2022,~~2023, depreciation and amortization expenses remained relatively constant.

Income Taxes

The Company recorded income tax expense of $25,000 and of $160,000 for the three months ended June 30, 2023 and 2022, respectively. This tax expense is primarily the result of current state income tax liabilities and deferred tax expense related to deferred tax liabilities that can not be fully offset by deferred tax assets.

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Comparison of the Six Months Ended June 30, 2023 and 2022 (dollar amounts in thousands)

Revenue


	Six Months Ended
	June 30,				Change
	2023		2022		Dollars		Percentage
Gross commission income	$	167,803	$	206,097	$	(38,294)	-19	%
Other service revenue		9,827		12,164		(2,337)	-19	%
Total revenue	$	177,630	$	218,261	$	(40,631)	-19	%

For the six months ended June 30, 2023, gross commission income decreased by approximately $38.3 million or 19%, as compared with the six months ended June 30, 2022. This decrease was primarily attributable to a 15.2% decrease in transaction volume; approximately 19,500 real estate transactions occurred during the six months ended June 30, 2023 compared to approximately 23,000 transactions during the six months ended June 30, 2022. Our transaction volume decreased primarily due to rising interest rates. However, the negative impact of rising interest rates on transaction volume was lessened due to the 18% expansion in our agent base attributable to organic growth in the number of agents contracted with us and agents acquired through our acquisition of iPro in the first quarter of 2022. During the six months ended June 30, 2023, average revenue per transaction was $8,605, a 4.0% decrease compared to $8,961 during the six months ended June 30, 2022 primarliy attributable to an approximate 2% decrease in average home prices.

For the six months ended June 30, 2023, other service revenue decreased by approximately $2.3 million or 19%, as compared with the six months ended June 30, 2022. This decrease was primarily attributable to a decrease in mortgage loans and title service transaction volume which was primarily attributable to to rising interest rates.

Operating Expenses


	Six Months Ended
	June 30,				Change
	2023		2022		Dollars		Percentage
Commission and other agent-related costs	$	158,064	$	195,788	$	(37,724)	-19	%
Operations and support		3,518		3,772		(254)	-7	%
Technology and development		2,914		2,523		391	15	%
General and administrative		19,759		23,211		(3,452)	-15	%
Marketing		1,643		2,492		(849)	-34	%
Depreciation and amortization		1,515		1,385		130	9	%
Total operating expenses	$	187,413	$	229,171	$	(41,758)	-18	%

For the six months ended June 30, 2023, commission and other agent-related costs decreased by approximately $37.7 million, or 19%, as compared with the six months ended June 30, 2022. Commission and other agent-related costs primarily includes costs related to agent commissions, net of fees paid to us by our agents. These costs generally correlate with recognized revenues. As such, the decrease in commission and other agent-related costs compared to the same period in 2022 was primarily attributable to a decrease in agent commissions paid due to lower transaction volume mainly due to rising interest rates. Commission and other agent-related costs also includes stock compensation. The decrease in commission and other agent related costs was also attributable to our increasing the fees we charged to agents thereby lowering our payout in commission costs, partially offset by an increase in stock compensation costs paid to agents.

For the six months ended June 30, 2023, operations and support expenses were $3.5 million, a decrease of approximately $0.3 million, or 7%, as compared with the six months ended June 30, 2022. This decrease was primarily attributable to strategic decreases in headcount in our mortgage, insurance and title businesses in the first three months of this year.

For the six months ended June 30, 2023, technology and development expenses increased by approximately $0.4 million, or ~~86%~~15%, as compared with the ~~three~~six months ending June 30, 2022. The increase was attributable to our ongoing investment in the intelliAgent platform and our LiveBy business.

For the six months ended June 30, ~~2021.~~2023, general and administrative expenses decreased by approximately $3.5 million, or 15%, as compared with the six months ended June 30, 2022. This decrease was primarily attributable to strategic decreases in headcount throughout our businesses and to salary reductions at the business unit and corporate executive management levels.

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For the six months ended June 30, 2023, marketing expenses decreased by approximately $0.8 million, or 34%, as compared with the six months ended June 30, 2022. The decrease in marketing expenses is primarily related to leveraging internal resources and optimizing advertising expenditures.

For the six months ended June 30, 2023, depreciation and amortization expenses increased by approximately $0.1 million, or 9%, as compared with the six months ended June 30, 2022. The increase in depreciation and amortization expense is due to the amortization of the intangible assets (other than capitalized and purchased software for which amortization is included in technology and development expense) ~~recorded~~acquired in connection with the ~~acquisitions in 2022~~acquisition of Cornerstone and ~~2021 as well as an increase in depreciation expense due to an increase in our depreciable asset base.~~

~~Income Taxes~~

The Company recorded income tax expense of $0.2 million and an income tax benefit of $2.6 million for the three months ended June 30, 2022 and 2021, respectively. The tax expense for the three months ended June 30, 2022 is primarily the result of current state income tax liabilities. The tax benefit for the three months ended June 30, 2021 was primarily the result of the release of the valuation allowance against historical deferred tax assets and recognition of benefit from the projected loss for the year ended December 31, 2021. Net deferred tax liabilities of $3.3 million recorded in connection with the E4:9 and LiveBy acquisitions provided a source of taxable income to support the realization of $1.6 million of pre-existing deferred tax assets, as well as deferred tax assets resulting from the projected loss for the year ended December 31, 2021. The taxable temporary differences relating to the amortizable intangible assets support the realization of the net operating loss carryforwards. As a result of the transactions, the Company discretely released the historical valuation allowance and recognized a deferred tax benefit on a portion of the 2021 losses.

~~Comparison of the Six Months Ended June 30, 2022 and 2021 (amounts in thousands)~~

~~Revenue~~

Six Months Ended


June 30,

Change


2022

2021

Dollars

Percentage

Gross commission income

$
206,097

$
129,402

$
76,695

59
%
Other service revenue

12,164

4,426

7,738

175
%
Total revenue

$
218,261

$
133,828

84,433

63
%

For the six months ended June 30, 2022, gross commission income increased by approximately $76.7 million, or 59%, as compared with the six months ended June 30, 2021. This increase was primarily attributable to an increase in transaction volume and to an increase in average revenue per transaction due to rising home prices. During the six months ended June 30, 2022, transaction

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volume increased by 36% to approximately 23,000 transactions compared to approximately 16,900 transactions for the six months ended June 30, 2021. Our transaction volume increased primarily due to the growthiPro in the ~~number~~first quarter of ~~agents contracted with us and agents acquired through the acquisitions of iPro, Red Barn and Epic.~~2022.

For the six months ended June 30, 2022, other service revenue was approximately $12.2 million, an increase of $7.9 million, or 175%, over the six months ended June 30, 2021 and was attributable to the Company’s acquisitions of E4:9 and LiveBy in April 2021. and Cornerstone in January 2022. See Note 3 to our consolidated financial statements in the Form 10-K for detailed information about these acquisitions.

~~Operating Expenses~~

Six Months Ended

June 30,

Change


2022

2021

Dollars

Percentage

Commission and other agent-related costs

$
195,788

$
123,129

$
72,660

59
%
Operations and support

3,772

1,751

2,021

115
%
Technology and development

2,523

1,341

1,182

88.1
%
General and administrative

23,211

14,557

8,654

59
%
Marketing

2,492

780

1,712

219
%
Depreciation and amortization

1,385

459

926

202
%
Total operating expenses

$
229,171

$
142,017

87,154

62
%

For the six months ended June 30, 2022, commission and other agent-related costs increased by approximately $72.7 million, or 59%, as compared with the six months ended June 30, 2021. Commission and other agent-related costs primarily includes costs related to agent commissions, net of fees paid to us by our agents. These costs are generally correlated with recognized revenues. As such, the increase in commission and other agent-related costs compared to the same period in 2021 was primarily attributable to an increase in agent commissions paid due to higher transaction volume and rising home prices.

For the six months ended June 30, 2022, operations and support expenses were approximately $3.8 million as compared with $1.8 million for the six months ended June 30, 2021. The higher expenses in the 2022 period were primarily attributable to the Company’s acquisitions of E4:9 and LiveBy in April 2021. See Note 4 for detailed information about these acquisitions.

For the six months ended June 30, 2022, technology and development expenses increased by approximately $1.2 million, or 88%, as compared with the six months ended June 30, 2021. The increase was attributable to having a full six months of operations of our LiveBy business acquired in April 2021.

For the six months ended June 30, 2022, general and administrative expenses increased by approximately $8.7 million, or 59%, as compared with the six months ended June 30, 2021. The increase in general and administrative expense was primarily attributable to recently completed acquisitions and to increases in non-cash stock compensation expense. It is anticipated that general and administrative expense will increase on an absolute dollar basis going forward, driven by acquisitions and costs related to scaling and integrating the Company’s business lines. General and administrative expense as a percentage of revenue is expected to decline over the long-term as revenue increases.

For the six months ended June 30, 2022, marketing expenses increased by approximately $1.7 million, or 219%, as compared with the six months ended June 30, 2021. The increase was primarily attributable to an increase in direct advertising costs primarily related to the Company’s expansion in new regions and markets to promoting its businesses acquired in 2022 and 2021.

For the six months ended June 30, 2022, depreciation and amortization expenses increased by approximately $1.0 million, or 202%, as compared with the six months ended June 30, 2021. The increase in depreciation and amortization expense is due to the amortization of the intangible assets (other than capitalized and purchased software for which amortization is included in technology and development expense) recorded in connection with the acquisitions in 2022 and 2021 as well as an increase in depreciation expense due to an increase in our depreciable asset base.

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Income Taxes

The Company recorded income tax expense of ~~$0.2 million~~$37,000 and ~~an income tax benefit~~ of ~~$2.6 million~~$185,000 for the six months ended June 30, 2023 and 2022, ~~and 2021,~~ respectively. ~~The~~This tax expense ~~for the three months ended June 30, 2022~~ is primarily the result of current state income tax ~~liabilities. The tax benefit for the six months ended June 30, 2021 is primarily the result of the release of the valuation allowance against historical~~liabilities and deferred tax ~~assets and recognition of benefit from the current year projected loss. Net~~expense related to deferred tax liabilities ~~of $3.3 million recorded in connection with the E4:9 and LiveBy acquisitions provide a source of taxable income to support the realization of $1.6 million of pre-existing~~that can not be fully offset by deferred tax assets, as well as deferred tax assets from the projected loss for the year ended December 31, 2021. The taxable temporary differences relating to the amortizable intangible assets support the realization of the net operating loss carryforwards. As a result of the transactions, the Company discretely released the historical valuation allowance and recognized a deferred tax benefit on a portion of 2021 losses.assets.

Liquidity and Capital Resources (dollar amounts in thousands)

Capital Resources


	June 30,		December 31,		Change				June 30,		December 31,		Change
	2022		2021		Dollars		Percentage		2023		2022		Dollars		Percentage
Current assets	$	33,832	$	54,450	$	(20,618)	(38)	%	$	24,841	$	18,816	$	6,025	32	%
Current liabilities		17,772		21,072		(3,300)	(16)	%		17,403		12,499		4,904	39	%
Net working capital	$	16,060	$	33,378	$	(17,319)	(52)	%	$	7,438	$	6,317	$	1,121	18	%

To date, our principal sources of liquidity have been the net proceeds we received through public offerings and private sales of our common stock, as well as proceeds from loans. As of June 30, ~~2022,~~2023, our cash totaled approximately ~~$19.5~~$9.1 million, which represented ~~a decrease~~an increase of ~~$17~~approximately $0.8 million compared to December 31, ~~2021.~~2022. As of June 30, ~~2022,~~2023, we had net working capital of approximately ~~$16.1~~$7.4 million, which represented ~~a decrease~~an increase of ~~$17.3~~$1.1 million compared to December 31, ~~2021.~~ 2022.

On April 13, 2023, we entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Holder”) and issued a Senior Secured Convertible Promissory Note in principal amount of $3,500,000 (the “Note”), in a private placement (the “Offering”). The cash proceeds disbursed to the Company from the issuance of the Note were $3,300,000, after deducting the placement agent fee and purchaser expenses.

We anticipate that our existing balances of cash and cash equivalents and future expected cash flows generated from our operations will be sufficient to satisfy our operating requirements for at least the next twelve months from the date of the issuance of the unaudited interim consolidated financial ~~statements for the quarter ended June 30, 2022.~~statements.

Our future capital requirements depend on many factors, including any future acquisitions, our level of investment in technology, and our rate of growth into new markets. Our capital requirements might also be affected by factors which we cannot control such as the residential real estate market, interest rates, and other monetary and fiscal policy changes, any of which could adversely affect the manner in which we currently operate. Additionally, as the impact of ~~COVID-19~~national and other world events, such as the ~~ongoing conflict~~crisis in Ukraine, on the economy and our operations evolves, we will continuously assess our liquidity needs. In the event of a sustained market deterioration, we may need or seek advantageously to obtain additional funding through equity or debt financing, which might not be available on favorable terms or at all and could hinder our business and dilute our existing shareholders.

Cash Flows

Comparison of the Six Months Ended June 30, 2023 and 2022 ~~and 2021~~ ((dollar amounts in thousands)


	Six Months Ended June 30,				Change				Six Months Ended June 30,				Change
	2022		2021		Dollars		Percentage		2023		2022		Dollars		Percentage
Net cash provided by (used in) operating activities	$	368	$	(2,693)	$	2,324	86	%
Net cash (used in) provided by operating activities									$	(4,737)	$	368	$	(5,105)	-1,387	%
Net cash used in investing activities	$	(5,170)	$	(11,984)	$	6,814	62	%	$	(909)	$	(5,170)	$	4,261	-82	%
Net cash (used in) provided by financing activities	$	(13,497)	$	1,476	$	(14,973)	(1,014)	%
Net cash provided by (used in) financing activities									$	6,437	$	(13,497)	$	19,934	-148	%

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Cash Flows from Operating Activities

Net cash used in operating activities for the six months ended June 30, 2023 consisted of a net loss of $10.0 million, non-cash charges of $9.6 million, including $6.0 million of stock-based compensation expense and $2.9 million of depreciation and amortization, offset by $1.9 million in gains on the sales of mortgages. Changes in assets and liabilities were primarily driven by $85.5 million in mortgage loan originations; partially offset by $83.3 million in proceeds from the sales and principal payments on mortgage loans held for sale, as well as, a $1.7 million increase in accounts payable and accrued and other current liabilities, offset by a $1.3 million increase in accounts receivable and a $0.8 million decrease in operating lease liabilities.

Net cash provided by operating activities for the six months ended June 30, 2022 consisted of a net loss of $11.7 million, non-cash charges of ~~$5.9~~$7.9 million, including $4.3 million of stock-based compensation expense and $2.4 million of depreciation and amortization, ~~partially~~ offset by $1.9 million in gains on the sales of mortgages. Changes in assets and liabilities were primarily driven by a ~~$13.8~~$131.0 million ~~net increase~~in mortgage loan originations offset by $140.0 million in proceeds from the sales and principal payments on mortgage loans held for sale, ~~partially~~as well as, a $0.3 million increase in accounts payable and accrued and other current liabilities, offset by a $1.5 million increase in accounts receivable and a $1.1 million decrease in ~~accrued and other current~~operating lease liabilities.

29Cash Flows from Investing Activities

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Net cash used in ~~operating~~investing activities for the six months ended June 30, ~~2021~~2023 primarily consisted of ~~a net loss~~$0.9 million for purchases of ~~$5.5~~intangible assets related to technology development, and to $0.01 million ~~non-cash charges~~for purchases of ~~$1.0 million, including $2.1 million of share-based compensation expense, $0.1 million of bad debt, $0.1 million of gain on extinguishment of debt,~~property and $0.8 million of depreciation and amortization, offset by $1.3 million in gains on the sales of mortgages and $2.6 million in deferred income taxes. Changes in assets and liabilities were primarily driven by a $0.6 million decrease in prepaid and other current assets, a $1.0 million increase in accounts payable due primarily to the increase in agent transaction volume, a $3.7 million increase in accrued and other current liabilities, partially offset by a $1.4 million increase in accounts receivable.

~~Cash Flows from Investing Activities~~equipment.

Net cash used in investing activities for the six months ended June 30, 2022 consisted of $2.5 million for business acquisitions, net of cash acquired, $2.0 million for purchases of intangible assets related to technology development, and $0.7 million for purchases of property and ~~equipment and $2.0 million for purchases of intangible assets.~~equipment.

Cash Flows from Financing Activities

Net cash ~~used in investing~~provided by financing activities for the six months ended June 30, ~~2021~~2023 consisted primarily of ~~$11.0~~the change of $3.9 million ~~for~~on our warehouse lines of credit and the ~~purchases of a businesses and assets,~~$3.3 million in the Note proceeds, net of ~~cash acquired,~~ $0.5 million ~~for purchases of property~~in principal payments on other notes payable and ~~equipment, and $0.5~~$0.3 million ~~for purchase of capitalized software.~~

~~Cash Flows from Financing Activities~~in deferred acquisition consideration payments.

Net cash used in financing activities for the six months ended June 30, 2022 consisted primarily of the change of $6.9 million on our warehouse lines of credit, ~~net of the effect of the Cornerstone acquisition,~~ $6.0 million in repurchase of common stock, and $0.6 million in principal payments on notes payable.

~~Net cash used in financing activities for the six months ended June 30, 2021 consisted primarily of $1.4 million in net proceeds on our warehouse line of credit.~~

NON-GAAP FINANCIAL MEASURE

To supplement our ~~unaudited interim~~ consolidated financial statements, which are prepared and presented in accordance with ~~U.S. Generally Accepted Accounting Principles (“GAAP”),~~GAAP, we use Adjusted EBITDA, a non-GAAP financial measure, to understand and evaluate our core operating performance. This non-GAAP financial measure, which may be different than similarly titled measures used by other companies, is presented to enhance investors’ overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We define the non-GAAP financial measure of Adjusted EBITDA as net income (loss), excluding other ~~(income)~~ expense, income tax ~~expense (benefit),~~benefit, depreciation and amortization, ~~transaction costs and~~ stock-based compensation ~~expense.~~expense, and transaction-related cost.

We believe that Adjusted EBITDA provides useful information about our financial performance, enhances the overall understanding of our past performance and future prospects, and allows for greater transparency with respect to a key metric used by our management for financial and operational decision-making. We believe that Adjusted EBITDA helps identify underlying trends in our business that otherwise could be masked by the effect of the expenses that we exclude in Adjusted EBITDA. In particular, we believe the exclusion of ~~stock-based~~share-based compensation expense ~~related to restricted stock awards and stock options~~ and transaction-related costs associated with our acquisition activity provides a useful supplemental measure in evaluating the performance of our operations and provides better transparency into our results of operations. Adjusted EBITDA also excludes other income and expense, net which primarily includes nonrecurring expense items, such as, ~~gain on debt extinguishment and~~minor legal settlement claims, severance costs, and professional fees related to investigating potential financing opportunities, if applicable.

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We are presenting the non-GAAP measure of Adjusted EBITDA to assist investors in seeing our financial performance through the eyes of management, and because we believe this measure provides an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our industry.

Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. There are a number of limitations related to the use of Adjusted EBITDA compared to net income (loss), the closest comparable GAAP measure. Some of these limitations are that:

●

Adjusted EBITDA excludes stock-based compensation expense related to restricted stock awards, restricted stock units, and stock options, which have been, and will continue to be for the foreseeable future, significant recurring expenses in our business and an important part of our compensation strategy;

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●

Adjusted EBITDA excludes transaction-related costs primarily consisting of professional fees and any other costs incurred directly related to acquisition activity, which is an ongoing part of our growth strategy and therefore likely to ~~be reoccurring;~~occur; and

●

Adjusted EBITDA excludes certain recurring, non-cash charges such as depreciation and amortization of property and equipment and capitalized software costs, however, the assets being depreciated and amortized may have to be replaced in the future.

The following table presents a reconciliation of Adjusted EBITDA to net income (loss), the most comparable GAAP financial measure, for each of the periods presented ~~(amounts~~(amount in thousands):


	Three months ended				Six months ended				Three Months Ended				Six Months Ended
	June 30,				June 30,				June 30,				June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Net loss	$	(5,669)	$	(2,091)	$	(11,666)	$	(5,491)	$	(4,345)	$	(5,669)	$	(10,046)	$	(11,666)
Other expense (income), net		234		(34)		571		(88)		83		234		226		571
Income tax expense (benefit)		160		(2,615)		185		(2,610)
Income tax expense										25		160		37		185
Depreciation and amortization		1,342		745		2,405		847		1,510		1,343		2,867		2,405
Transaction-related cost		8		529		60		963		—		7		—		60
Stock based compensation		1,941		1,193		4,348		2,064		3,185		1,941		6,005		4,348
Adjusted EBITDA	$	(1,984)	$	(2,273)	$	(4,097)	$	(4,315)	$	458	$	(1,984)	$	(911)	$	(4,097)

Critical Accounting Policies and Estimates

~~Discussion and analysis~~The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, which provides a description of our ~~financial condition and results of operations are based on~~critical accounting policies. There were no changes to critical accounting policies or estimates as reflected in our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities and related disclosure of contingent assets and liabilities, revenue, and expenses at the date of the financial statements. Generally, we base2022 Annual Report. For additional information regarding our estimates on historical experience and on various other assumptions in accordance with GAAP that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

~~Critical~~critical accounting estimates are those that we consider the most important to the portrayal of our financial condition and results of operations because they require our most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

~~Business Combinations~~

The Company accounts for its business combinations under the provisions of Accounting Standards Codification (“ASC”) Topic 805-10, Business Combinations (“ASC 805-10”), which requires that the purchase method of accounting be used for all business combinations. Assets acquired and liabilities assumed are recorded at the date of acquisition at their respective fair values. For transactions that are business combinations, the Company evaluates the existence of goodwill. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. ASC 805-10 also specifies criteria that intangible assets acquired in a business combination must meet to be recognized and reported apart from goodwill. Acquisition-related expenses are recognized separately from the business combinations and are expensed as incurred.

The estimated fair value of net assets acquired, including the allocation of the fair value to identifiable assets and liabilities, was determined using established valuation techniques. A fair value measurement is determined as the price we would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. In the context of purchase accounting, the determination of fair value often involves significant judgmentspolicies and estimates, ~~by management, including~~see the ~~selection~~Critical Accounting Policies and Estimates section of ~~valuation methodologies, estimates of future revenues, costs and cash flows, discount rates, and selection of comparable companies. The estimated fair values reflected~~MD&A included in the purchase accounting rely on management’s judgment and the expertise of a third-party valuation firm engaged to assist in concluding on the fair value measurements. For each business combination completed during the six months ended June 30,our 2022 the estimated fair value of identifiable intangible assets, primarily consisting of agent relationships and tradenames, was determined using the relief-from-royalty and multi-period excess earnings methods. The most significant assumptions under these methods include the estimated remaining useful life, expected future revenue, annual agent revenue attrition, costs to develop new agents, charges for contributory assets, tax rate, discount rate and tax amortization benefit. Management has developed these assumptions on the basis of historical knowledge of the business and projected financial information

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of the Company. These assumptions may vary based on future events, perceptions of different market participants and other factors outside the control of management, and such variations may be significant to estimated values.

The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed are based on various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables in these valuations are discount rates and the number of years on which to base the cash flow projections, as well as other assumptions and estimates used to determine the cash inflows and outflows. Management determines discount rates based on the risk inherent in the acquired assets, specific risks, industry beta and capital structure of guideline companies. The valuation of an acquired business is based on available information at the acquisition date and assumptions that are believed to be reasonable. However, a change in facts and circumstances as of the acquisition date can result in subsequent adjustments during the measurement period, but no later than one year from the acquisition date.Annual Report.

Recent Accounting Standards

For information on recent accounting standards, see Note 3 to our consolidated financial statements ~~included elsewhere in this report.~~above.

JOBS Act Transition Period

In April 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was enacted. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 (the “Securities Act”) for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies.

Subject to certain conditions, as an emerging growth company, we may rely on certain other exemptions and reduced reporting requirements under the JOBS Act. Certain of these exemptions are, including without limitation, from the requirements of (i) providing

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an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; and (ii) complying with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an emerging growth company until the earlier to occur of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO in 2020, (b) in which we have total annual gross revenues of at least $1.07 billion, or (c) in which we are deemed to be a “large accelerated filer” under the rules of the U.S. Securities and Exchange Commission, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer, and our President and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report. In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, ~~2022,~~2023, our disclosure controls and procedures were effective at the reasonable assurance level in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

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(b) Changes in Internal Control Over Financial Reporting

Under the supervision and with the participation of our management, including our Chief Executive Officer, and our President and Chief Financial Officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter.

We are in the process of implementing new accounting systems. We have updated and continue to update our processes related to internal control over financial reporting, as necessary, to accommodate applicable changes in our business processes resulting from the implementation of the new accounting systems.

There were no changes, other than described above, in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not involved in any litigation that we believe could have a material adverse effect on our financial position or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of our executive officers, threatened against or affecting our Company or our officers or directors in their capacities as ~~such.~~such that has a reasonable possibility of loss.

Item 1A. Risk Factors.

There have been no material changes to the risk factors that we have previously disclosed in our most recent Annual Report on Form 10-K, as filed with the SEC on March ~~9, 2022.~~30, 2023. The risks described in our Annual Report are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or future results of operations and the trading price of our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~Recent~~Sales of Unregistered Sales ~~of Equity Securities~~

None.

~~Purchases~~Issuer Repurchases of Equity Securities ~~by the Issuer~~

On March 10, 2022, the Company’s board of directors authorized an expenditure of up to $10.0 million for the repurchase of shares of the Company’s common stock in open market transactions effected through a broker-dealer at prevailing market prices, in block trades, or in privately negotiated transactions. The Company may also repurchase shares of its common stock pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Exchange Act which would permit shares of the Company’s common stock to be repurchased when the Company might otherwise be precluded from doing so by law. The share repurchase authorization does not have a fixed expiration. The stock repurchase program does not obligate the Company to repurchase any particular amount of common stock, and it could be modified, suspended or discontinued at any time. The timing and amount of repurchases will be determined by the Company’s management based on a variety of factors such as the market price of the Company’s common stock, the Company’s liquidity requirements, and overall market conditions. The stock repurchase program will be subject to applicable legal requirements, including federal and state securities laws.

~~The following table summarizes the~~There were no equity ~~repurchase program activity~~repurchases for the three months ended June 30, ~~2022 and the~~2023. The approximate dollar value of shares that may yet be purchased pursuant to the repurchase ~~program:~~program is $4.0 million. Management has no plans to repurchase additional shares at this time.

Total number of

Approximate dollar

shares purchased as

value of shares that

part of publicly

may yet be

Total number of

Average price paid

announced plans or

purchased under the
Period

shares purchased

per share

programs

plans or programs
April 1 – April 30, 2022

225,795

$
8.57

309,606

$
7,078,859
May 1 – May 31, 2022

337,239

$
8.04

646,845

$
4,368,610
June 1 – June 30, 2022

39,252

$
10.49

686,097

$
3,956,936

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Item 6. ~~Exhibits~~Exhibits.

Exhibit Number		Description
4.1		Form of Senior Secured Convertible Pormissory Note (incorporated by reference to Exhibit 4.1 in the Form 8-K filed on April 14, 2023).

10.1		Form of Securites Purchase Agreement (incorporated by reference to Exhibit 10.1 in the Form 8-K filed on April 14, 2023).

10.2		Form of Security Agreement (incorporated by reference to Exhibit 10.2 in the Form 8-K filed on April 14, 2023).

10.3		Form of Subsidiary Guarantee (incorporated by reference to Exhibit 10.3 in the Form 8-K filed on April 14, 2023).

31.1+		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2+		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1+†		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101**		Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of June 30, ~~2022~~2023 and December 31, ~~2021;~~2022; (ii) Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, ~~2022~~2023 and ~~2021;~~2022; (iii) Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, ~~2022~~2023 and ~~2021;~~2022; (iv) Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the ~~Three and~~ Six Months Ended June 30, ~~2022~~2023 and ~~2021;~~2022; and (v) Notes to Unaudited Financial Statements.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

+Filed herewith.

†This certification is being furnished solely to accompany this Quarterly Report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

**In accordance with Rule 406T of Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form ~~10-~~10 Q is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act, is deemed not filed for purposes of section 18 of the Exchange Act, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FATHOM HOLDINGS INC.

Date: August ~~9, 2022~~10, 2023	By:	/s/ Marco Fregenal
		Marco Fregenal
		President and Chief Financial Officer (Principal Financial and Accounting Officer)

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Years Ending December 31,
2022 (remaining)	$	2,555
2023		4,864
2024		4,736
2025		4,515
2026		3,931
Thereafter		7,828
Total	$	28,429


				Total number of	Approximate dollar
				shares purchased as	value of shares that
				part of publicly	may yet be
	Total number of	Average price paid		announced plans or	purchased under the
Period	shares purchased	per share		programs	plans or programs
April 1 – April 30, 2022	225,795	$	8.57	309,606	$	7,078,859
May 1 – May 31, 2022	337,239	$	8.04	646,845	$	4,368,610
June 1 – June 30, 2022	39,252	$	10.49	686,097	$	3,956,936