Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2020shares | |
Document And Entity Information | |
Document Type | 10-Q |
Document Period End Date | Mar. 31, 2020 |
Entity Registrant Name | EXP WORLD HOLDINGS, INC. |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 67,111,935 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2020 |
Document Fiscal Period Focus | Q1 |
Entity Central Index Key | 0001495932 |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 44,279 | $ 40,087 |
Restricted cash | 9,829 | 6,987 |
Accounts receivable, net of allowance for credit losses of $193 and allowance for bad debt of $137, respectively | 34,580 | 28,196 |
Prepaids and other assets | 3,997 | 3,549 |
TOTAL CURRENT ASSETS | 92,685 | 78,819 |
OTHER ASSETS: | ||
Property, plant and equipment, net | 5,885 | 5,428 |
Operating lease right-of-use assets | 1,118 | 1,264 |
Other noncurrent assets | 16 | |
Intangible assets, net | 2,729 | 2,677 |
Goodwill | 8,248 | 8,248 |
TOTAL ASSETS | 110,665 | 96,452 |
CURRENT LIABILITIES | ||
Accounts payable | 3,886 | 2,593 |
Customer deposits | 9,829 | 6,987 |
Accrued expenses | 37,322 | 31,034 |
Current portion of long-term payable | 950 | 916 |
Current portion of lease obligation - operating lease | 424 | 435 |
TOTAL CURRENT LIABILITIES | 52,411 | 41,965 |
Long-term payable, net of current portion | 1,560 | 1,530 |
Long-term lease obligation - operating lease | 694 | 829 |
TOTAL LIABILITIES | 54,665 | 44,324 |
EQUITY | ||
Common Stock, $0.00001 par value 220,000 shares authorized; 69,028 issued and 67,112 outstanding in 2020; 66,199 issued and 65,274 outstanding in 2019 | 1 | 1 |
Additional paid-in capital | 144,928 | 130,682 |
Treasury stock, at cost: 1,916 and 925 shares held, respectively | (18,928) | (8,623) |
Accumulated deficit | (70,128) | (70,293) |
Accumulated other comprehensive (loss) income | (97) | 200 |
Total eXp World Holdings, Inc, stockholders' equity | 55,776 | 51,967 |
Equity attributable to noncontrolling interest | 224 | 161 |
TOTAL EQUITY | 56,000 | 52,128 |
TOTAL LIABILITIES AND EQUITY | $ 110,665 | $ 96,452 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowance for credit losses and bad debt | $ 193 | $ 137 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 220,000 | 220,000 |
Common stock, shares issued | 69,028 | 66,199 |
Common stock, shares outstanding | 67,112 | 65,274 |
Treasury stock, shares | 1,916 | 925 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||
Revenues | $ 271,421 | $ 157,034 |
Operating expenses | ||
Commissions and other agent-related costs | 243,406 | 142,542 |
General and administrative expenses | 26,860 | 19,701 |
Sales and marketing expenses | 944 | 889 |
Total operating expenses | 271,210 | 163,132 |
Operating income (loss) | 211 | (6,098) |
Other expense (income) | ||
Other expense (income), net | 38 | 35 |
Equity in losses (earnings) of unconsolidated affiliates | 21 | |
Total other expense (income), net | 59 | 35 |
Income (loss) before income tax expense | 152 | (6,133) |
Income tax expense | 11 | 163 |
Net income (loss) | 141 | (6,296) |
Net loss attributable to noncontrolling interest | 24 | |
Net income (loss) attributable to eXp World Holdings, Inc. | $ 165 | $ (6,296) |
Earnings per share - Basic | $ 0 | $ (0.10) |
Earnings per share - Diluted | $ 0 | $ (0.10) |
Weighted average shares outstanding - Basic | 65,890 | 60,749 |
Weighted average shares outstanding - Diluted | 71,593 | 60,749 |
Comprehensive income (loss): | ||
Net loss | $ 141 | $ (6,296) |
Comprehensive loss attributable to noncontrolling interests | 24 | |
Net income (loss) attributable to eXp World Holdings, Inc. | 165 | (6,296) |
Other comprehensive income (loss): | ||
Foreign currency translation (loss) gain, net of tax | (297) | 15 |
Comprehensive loss attributable to eXp World Holdings Inc. | $ (132) | $ (6,281) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | Total |
Beginning balance, shares at Dec. 31, 2018 | 60,609 | ||||||
Beginning balance, value at Dec. 31, 2018 | $ 1 | $ 90,756 | $ (60,765) | $ (11) | $ 29,981 | ||
Net income (loss) | (6,296) | (6,296) | |||||
Shares issued for stock options exercised, shares | 134 | ||||||
Shares issued for stock options exercised, value | 216 | 216 | |||||
Agent growth incentive stock compensation, shares | 136 | ||||||
Agent growth incentive stock compensation, value | 3,669 | 3,669 | |||||
Stock option compensation | 1,215 | 1,215 | |||||
Agent equity stock compensation, shares | 620 | ||||||
Agent equity stock compensation, value | 6,210 | 6,210 | |||||
Foreign currency translation gain (loss) | 15 | 15 | |||||
Repurchase of common stock, shares | 358 | ||||||
Repurchase of common stock, value | $ (3,647) | (3,647) | |||||
Ending balance, shares at Mar. 31, 2019 | 61,499 | 358 | |||||
Ending balance, value at Mar. 31, 2019 | $ 1 | $ (3,647) | 102,066 | (67,061) | 4 | 31,363 | |
Beginning balance, shares at Dec. 31, 2019 | 66,199 | 925 | |||||
Beginning balance, value at Dec. 31, 2019 | $ 1 | $ (8,623) | 130,682 | (70,293) | 200 | $ 161 | 52,128 |
Net income (loss) | 165 | (24) | 141 | ||||
Shares issued for stock options exercised, shares | 1,785 | ||||||
Shares issued for stock options exercised, value | 1,828 | 1,828 | |||||
Agent growth incentive stock compensation, shares | 127 | ||||||
Agent growth incentive stock compensation, value | 2,551 | 2,551 | |||||
Stock option compensation | 1,073 | 1,073 | |||||
Agent equity stock compensation, shares | 917 | ||||||
Agent equity stock compensation, value | 8,794 | 8,794 | |||||
Foreign currency translation gain (loss) | (297) | $ (297) | |||||
Repurchase of common stock, shares | 991 | 991 | |||||
Repurchase of common stock, value | $ (10,305) | $ (10,305) | |||||
Contributions by noncontrolling interests | 87 | 87 | |||||
Ending balance, shares at Mar. 31, 2020 | 69,028 | 1,916 | |||||
Ending balance, value at Mar. 31, 2020 | $ 1 | $ (18,928) | $ 144,928 | $ (70,128) | $ (97) | $ 224 | $ 56,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ 141 | $ (6,296) |
Reconciliation of net loss to net cash provided by operating activities: | ||
Depreciation expense | 757 | 367 |
Amortization expense - intangible assets | 103 | 73 |
Amortization expense - long-term payable | 64 | 63 |
Equity in losses (earnings) of unconsolidated affiliates | 21 | |
Agent growth incentive stock compensation expense | 3,519 | 3,669 |
Stock option expense | 1,073 | 1,215 |
Agent equity stock compensation expense | 8,794 | 6,210 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (6,433) | (12,264) |
Prepaids and other assets | (476) | 112 |
Customer deposits | 3,219 | 1,676 |
Accounts payable | 1,336 | 45 |
Accrued expenses | 5,371 | 11,787 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 17,489 | 6,657 |
INVESTING ACTIVITIES | ||
Purchases of property, plant and equipment | (1,355) | (828) |
Acquisition of businesses, net of cash acquired | (500) | |
NET CASH USED IN INVESTING ACTIVITIES | (1,355) | (1,328) |
FINANCING ACTIVITIES | ||
Repurchase of common stock | (10,305) | (3,647) |
Proceeds from exercise of options | 1,828 | 216 |
Transactions with noncontrolling interests | 87 | |
NET CASH USED IN FINANCING ACTIVITIES | (8,390) | (3,431) |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | (710) | 27 |
Net change in cash, cash equivalents and restricted cash | 7,034 | 1,925 |
Cash, cash equivalents and restricted cash, beginning balance | 47,074 | 23,041 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END BALANCE | 54,108 | 24,966 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | ||
Cash paid for interest | 18 | |
Cash paid for income taxes | 30 | 100 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Lease liabilities arising from obtaining right-of-use assets | 318 | |
Termination of lease liabilities | 43 | |
Fixed asset purchases in accounts payable | $ 109 | $ 46 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of eXp World Holdings, Inc., its wholly-owned subsidiaries and those entities where the Company has greater than 50% ownership or where the Company exercises control over the operations. If the Company has a variable interest in an entity but it is not the primary beneficiary of the entity or exercises control over the operations and has less than 50% ownership, it will use the equity method or the cost method of accounting for investments. The Company uses the equity method of accounting for entities in which the Company holds a 50% or less investment and exercises significant influence. Entities in which the Company has less than a 20% investment and where the Company does not exercise significant influence are accounted for under the cost method. Intercompany transactions and balances are eliminated upon consolidation. See Note 11 – Variable Interest Entities. Noncontrolling Interest The Company determined that First Cloud is a variable interest entity (“VIE”), as the Company is the primary beneficiary that has both the power to direct the activities that most significantly impact the VIE and a variable interest that potentially could be significant to the VIE. The Company treats the interest in First Cloud that it does not own as non-controlling interest. The noncontrolling interest balance is adjusted each period to reflect the allocation of net income (loss) and other comprehensive income (loss) attributable to the noncontrolling interest, as shown in the condensed consolidated statements of comprehensive income (loss). The noncontrolling interest balance in the condensed consolidated balance sheets represents the proportional share of the equity of the joint venture entities, which is attributable to the minority shareholders. Use of Estimate s The preparation of financial statements in conformity with U.S. 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 allowance for doubtful accounts, legal contingencies, income taxes, revenue recognition, stock-based compensation, goodwill, and deferred income tax asset valuation allowances. 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 may 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. Cash and cash equivalents The Company considers all highly liquid investments with maturity when purchased of three months or less to be cash equivalents. From time to time, the Company’s cash deposits exceed federally insured limits. The Company has not experienced any losses resulting from holding deposits in accounts in excess of federal insurance limits. Restricted cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown on the condensed consolidated statements of cash flows. December 31, 2019 December 31, 2018 Cash and cash equivalents $ 40,087 $ 20,538 Restricted cash 6,987 2,503 Total cash, cash equivalents, and restricted cash, beginning balance $ 47,074 $ 23,041 March 31, 2020 March 31, 2019 Cash and cash equivalents $ 44,279 $ 20,772 Restricted cash 9,829 4,194 Total cash, cash equivalents, and restricted cash, ending balance $ 54,108 $ 24,966 Restricted cash consists of cash held in escrow by the Company’s brokers and agents on behalf of real estate buyers. The Company recognizes a corresponding customer deposit liability until the funds are released. Once the cash transfers from escrow, the Company reduces the respective customers’ deposit liability. Stock based compensation Stock-based compensation is comprised of agent growth incentive programs, agent equity program, and stock option awards. Stock-based compensation is more fully disclosed in Note 6 – Equity. The Company accounts for stock-based compensation granted to employees and non-employees using a fair value method. Stock-based compensation awards are measured at the grant date fair value and is recognized over the requisite service period of the awards, usually the vesting period, on a straight-line basis, net of forfeitures. The Company reduces recorded stock-based compensation for forfeitures when they occur. Recognition of compensation cost for an award with a performance condition is based on the probable outcome of that performance condition being met. Goodwill Goodwill represents the excess of the consideration paid over the estimated fair value of assets acquired and liabilities assumed in a business combination. The Company evaluates goodwill for impairment on an annual basis in the fiscal fourth quarter or on an interim basis if an event occurs or circumstances change that would more likely than not indicate that the fair value of the goodwill is below its carrying value. Generally, this evaluation begins with a qualitative assessment to determine if the fair value of the reporting unit is more likely than not less than its carrying value. The test for impairment requires management to make judgments relating to future cash flows, growth rates and economic and market conditions. In addition to the annual impairment evaluation, the Company evaluates at least quarterly whether events or circumstances have occurred in the period subsequent to the annual impairment testing which indicate that it is more likely than not an impairment loss has occurred. Revenue recognition The Company generates substantially all of its revenue from real estate brokerage services and generates a de minimis portion of its revenues from software subscription and professional services. Real Estate Brokerage Services The Company serves as a licensed broker in the areas in which it operates for the purpose of processing residential real estate transactions. The Company is contractually obligated to provide services for the fulfillment of transfers of residential real estate between buyers and sellers. The Company provides these services itself and controls the services necessary to legally transfer the residential real estate. Correspondingly, the Company is defined as the principal. The Company, as principal, satisfies its obligation upon the closing of a residential real estate transaction. As principal, and upon satisfaction of the performance obligation, the Company recognizes revenue in the gross amount of consideration to which the Company expects to be entitled. Revenue is derived from assisting home buyers and sellers in listing, marketing, selling, and finding residential real estate. Commissions earned on real estate transactions are recognized at the completion of a residential real estate transaction once the Company has satisfied the performance obligation. Agent related fees are currently recorded as a reduction to commissions and other agent related costs. Software Subscription and Professional Services Subscription revenue is derived from fees from customers to access the Company’s virtual reality software platform. The terms of subscriptions do not provide customers the right to take possession of the software. Subscription revenue is generally recognized ratably over the contract term. Professional services revenue is derived from implementation and consulting services. Professional services revenue is typically recognized over time as the services are rendered, using an efforts-expended (labor hours) input method. Software subscription and professional services revenue accounts for less than 1% of all revenue for the three months ended March 31, 2020 and 2019. The Company does not currently collect sales and use taxes on fees from agents and brokers and assumes responsibility to pay these costs to the appropriate taxing authorities. Disaggregated revenue The Company primarily operates as a real estate brokerage firm. The vast majority of the Company’s revenue is derived from providing a single service, real estate brokerage services, to purchasers and sellers of homes in the U.S. See Note 10 – Segment information for details regarding segment and geographic information. Management believes that no disaggregation of revenue from services to customers currently exists that would provide additional insight into the future recognition of revenue and cash flows. Recently Adopted Accounting Principles and Change in Accounting Principle In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”). ASU 2016-13 modifies the measurement of expected credit losses of certain financial instruments, requiring entities to estimate an expected lifetime credit loss on financial assets. The ASU amends the impairment model to utilize an expected loss methodology and replaces the incurred loss methodology for financial instruments including trade receivables. The amendment requires entities to consider other factors, such as economic conditions and future economic conditions. The Company adopted ASU 2016-13 effective January 1, 2020 and concluded it did not have a material impact on either the financial position, results of operations, cash flows, or related disclosures of the Company. There was no impact on beginning balance retained earnings upon adoption of this ASU. See Note 3 – Expected Credit Losses for more information. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which removes certain disclosure requirements related to the fair value hierarchy, such as removing the requirement to disclose the amount of and reasons for transfers between Level 1 and Level 2, modifies existing disclosure requirements related to measurement uncertainty and adds new disclosure requirements, such as disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurement. The Company adopted ASU 2018-13 on January 1, 2020 and concluded it did not have an impact on the Company’s consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-15 – Intangibles – Goodwill and Other Internal-Use Software (Subtopic 350-40) – Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract (“ASU 2018-15”). The amendments in this update apply to an entity who is a customer in a hosting arrangement accounted for as a service contract. The Update requires a customer in a hosting arrangement to capitalize certain implementation costs. Costs associated with the application development stage of the implementation should be capitalized and costs with the other stages should be expensed. The Company adopted ASU 2018-15 on January 1, 2020 and concluded it did not have an impact on the Company’s consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12 – Income Taxes (Topic 740) (“ASU 2019-12”). ASU 2019-12 removes certain exceptions for investments, intraperiod allocations and interim calculations and adds guidance to reduce complexity in accounting for income taxes. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020; early adoption is permitted. The Company is still assessing the amendments of ASU 2019-12 and the impact the amendments will have on the Company’s consolidated financial statements and related disclosures. |
EXPECTED CREDIT LOSSES
EXPECTED CREDIT LOSSES | 3 Months Ended |
Mar. 31, 2020 | |
EXPECTED CREDIT LOSSES [Abstract] | |
EXPECTED CREDIT LOSSES | 3. The Company is exposed to credit losses primarily through trade and other financing receivables arising from revenue transactions. The Company uses the aging schedule method to estimate current expected credit losses (“CECL”) based on days of delinquency, including information about past events and current economic conditions. The Company’s account receivable is separated into three categories to evaluate allowance under the CECL impairment model. The receivables in each category share similar risk characteristics. The three categories include agent non-commission based fees, agent short-term advances, and commissions receivable for real estate property settlements. The Company analyzed collectability for the three categories of receivables and concluded that only agent non-commission based fees receivables and agent short-term advances carry any risk of expected credit losses. Current economic conditions and forecasts of future economic conditions do not affect expected credit losses or collectability of real estate property settlements. The collection of these payments are in-substance guaranteed because they represent commission payments on closed transactions, and the Company has no historical experience or expectation of losses related to these receivables. Real estate property settlements totaled $31,503 as of March 31, 2020. As of March 31, 2020, agent non-commission based fees receivable and short-term advances totaled $3,270, of which the Company recognized expected credit losses of $193. The Company increases the allowance for expected credits losses when the Company determines all or a portion of a receivable is uncollectible. The Company recognizes recoveries as a decrease to the allowance for expected credit losses. Changes in the allowance were not material for the three months ended March 31, 2020. |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 3 Months Ended |
Mar. 31, 2020 | |
PROPERTY, PLANT AND EQUIPMENT, NET [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | 4. PLANT, PROPERTY AND EQUIPMENT, NET Fixed assets, net consisted of the following: March 31, 2020 December 31, 2019 Computer hardware and software $ 9,533 $ 8,431 Furniture, fixture, and equipment 20 21 Total depreciable property and equipment 9,553 8,452 Less: accumulated depreciation (4,134) (3,378) Depreciable property, net 5,419 5,074 Assets under development 466 354 Property, plant and equipment, net $ 5,885 $ 5,428 For the three months ended March 31, 2020 and 2019, depreciation expense was $757 and $367, respectively. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2020 | |
GOODWILL AND INTANGIBLE ASSETS | |
GOODWILL AND INTANGIBLE ASSETS | 5. GOODWILL AND INTANGIBLE ASSETS Goodwill was $8,248 as of March 31, 2020 and December 31, 2019. Due to the emergence of the novel coronavirus, the Company reassessed its goodwill for impairment during the three months ended March 31, 2020. The current performance and expected forecast in relation to the results of the annual impairment test performed for 2019 i ndicated that it was not more likely than not that goodwill was impaired. Definite-lived intangible assets were as follows: March 31, 2020 December 31, 2019 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Trade name $ 1,169 $ (156) $ 1,013 $ 1,169 $ (127) $ 1,042 Existing technology 714 (144) 570 559 (99) 460 Non-competition agreements 125 (56) 69 125 (45) 80 Customer relationships 740 (98) 642 740 (80) 660 Software 225 - 225 225 - 225 Licensing agreement 210 - 210 210 - 210 Total intangible assets $ 3,183 $ (454) $ 2,729 $ 3,028 $ (351) $ 2,677 Definite-lived intangible assets are amortized using the straight-line method over its estimated useful life. Amortization expense for definite-lived intangible assets for three months ended March 31, 2020 and 2019 was $103 and $73, respectively. |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2020 | |
EQUITY [Abstract] | |
EQUITY | 6. As of March 31, 2020, the Company had 69,028 shares of common stock issued and 67,112 shares outstanding. The Company’s shareholder approved equity plans are administered under the 2013 Stock Option Plan and the 2015 Equity Incentive Plan. The purpose of the equity plans is to retain the services of valued employees, directors, officers, agents, and consultants and to incentivize such persons to make contributions to the Company and motivate excellent performance. Agent Equity Program The Company provides agents and brokers the opportunity to elect to receive 5% of commissions earned from each completed residential real estate transaction in the form of common stock. If agents and brokers elect to receive portions of their commissions in common stock, they are entitled to receive the equivalent number of shares of common stock, based on the fixed monetary value of the commission payable. Prior to January 1, 2020, the Company recognized a 20% discount on these issuances as an additional cost of sales charge during the periods presented. Beginning in January 2020, the Company amended the Agent Equity Plan and changed the discount on issued shares from 20% to 10%. During the three months ended March 31, 2020 and 2019, the Company issued approximately 917 and 620 shares of common stock, respectively, to agents and brokers for of $8,794 and $6,210, respectively, net of discount. Agent Growth Incentive Program The Company administers an equity incentive program whereby agents and brokers become eligible to receive awards of the Company’s common stock through agent attraction and performance benchmarks. The incentive program encourages greater performance and awards agents with common stock based on achievement of performance milestones. Awards typically vest after performance benchmarks are reached and three years of subsequent service is provided to the Company. Share-based performance awards are based on a fixed-dollar amount of shares based on the achievement of performance metrics. As such, the awards are classified as liabilities until the number of share awards becomes fixed once the performance metric is achieved. For the three months ended March 31, 2020, the Company’s stock compensation attributable to the Agent Growth Incentive Program was $3,519, of which the total amount of stock compensation attributable to liability classified awards was $1,043. Stock compensation expense related to the Agent Growth Incentive Program is included in general and administrative expense in the condensed consolidated statements of comprehensive income (loss). The following table illustrates changes in the Company’s stock compensation liability for the three months ended March 31, 2020: Balance, December 31, 2019 $ 277 Estimated stock awards 1,043 Stock awards reclassified from liability to equity (75) Balance, March 31, 2020 $ 1,245 Stock Option Awards During the three months ended March 31, 2020 , the Company granted 152 stock options to employees with an estimated grant date fair value of $8.82 per share. The fair value was calculated using a Black Scholes-Merton option pricing model. Stock Repurchase Plan In December 2018, the Company’s board of directors (“the Board”) approved a stock repurchase program authorizing the Company to purchase up to $25 million of its common stock, which was later amended in November of 2019 to increase the authorized repurchase amount to $75 million. Purchases under the repurchase program may be made in the open market or through a 10b5-1 plan and are expected to comply with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The timing and number of shares repurchased depends upon market conditions. The repurchase program does not require the Company to acquire a specific number of shares. The cost of the shares that are repurchased is funded from available working capital. The repurchase program began on January 2, 2019 and was discontinued in March 2020. For accounting purposes, common stock repurchased under the stock repurchase programs is recorded based upon the settlement date of the applicable trade. Such repurchased shares are held in treasury and are presented using the cost method. During the three months ended March 31, 2020, the Company repurchased 991 shares of common stock at a total cost of $10,305. These shares are considered issued but not outstanding. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2020 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 7. FAIR VALUE MEASUREMENT The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: · 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). · 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). The Company holds funds in a money market account, which are considered Level 1 assets. The Company values its money market funds at fair value on a recurring basis . As of March 31, 2020 and December 31, 2019, the fair value of the Company’s money market funds was $18,350 and $18,281, respectively. There have been no transfers between Level 1, Level 2 and Level 3 in the period presented. The Company did not have any Level 2 or Level 3 financial assets or liabilities in the period presented . |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2020 | |
DEBT | |
DEBT | 8. The Company cancelled its $1,000 line of credit in May 2019 that was scheduled to mature in August 2019, as the Company had not had any borrowings against the line of credit. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2020 | |
LEASES | |
Leases | 9. The Company’s lease portfolio consists of office leases with lease terms ranging from less than one year to seven years, with the weighted average lease term being three years. Certain leases provide for increases in future lease payments once the term of the lease has expired, as defined in the lease agreements. These leases generally also include real estate taxes. Short term leases, having a lease term at commencement of 12 months or less, are not capitalized and the expenses are recognized in the period incurred. Included below is other information regarding leases for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 Other information Operating lease expense $ 117 $ 30 Short-term lease expense 5 5 Cash paid for operating leases 117 30 Weighted-average remaining lease term (years)– operating leases (1) 4 3 Weighted-average discount rate – operating leases (1) The Company’s lease terms include options to extend the lease when it is reasonably certain the Company will exercise its option. Additionally, the Company considered any historical and economic factors in determining if a lease renewal or termination option would be exercised . As of March 31, 2020, maturities of lease liabilities by fiscal year were as follows: Remaining 2020 $ 340 2021 361 2022 307 2023 182 2024 5 2025 and thereafter 6 Total lease payments 1,201 Less: interest (83) Total operating lease liabilities $ 1,118 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2020 | |
SEGMENT INFORMATION [Abstract] | |
SEGMENT INFORMATION | 10. Historically, management has not made operating decisions and assessed performance based on geographic locations. Rather, the chief operating decision maker makes operating decisions and assesses performance based on the products and services of identified operating segments. While management does consider real estate and brokerage services, acquired technology, and affiliated services to be identified operating segments, the profits and losses and assets of the acquired technology and affiliated services segment are not material. Operating Segments The Company primarily operates as a cloud-based real estate brokerage. The real estate brokerage business represents 99.9% and 99.8% of the total revenue of the Company as of March 31, 2020 and 2019, respectively. The real estate brokerage business represents 93.7% and 95.8% of the total assets of the Company as of March 31, 2020 and December 31, 2019, respectively. The Company offers software subscriptions to customers to access its virtual reality software platform. Additionally, the Company offers professional services for implementation and consulting services. However, as the technology segment is still primarily used as an internal resource for the operations of the Company, the operations and assets of the technology segment are not managed by the Company’s chief operating decision-maker as a separate reportable segment. Services provided through First Cloud and eXp Silverline are in the emerging stages of development as contributing segments and are not material to the Company’s total revenue, total net income (loss) or total assets as of March 31, 2020. The Company aggregates the identified operating segments for reporting purposes. Geographical Information The Company primarily operates within the real estate brokerage markets in the United States and Canada. During the fourth quarter of 2019, the Company expanded operations into the UK and Australia. The Company’s management analyzes geographical locations on a forward-looking basis to identify growth opportunities. For the three months ended March 31, 2020 and 2019, approximately 4% and 2% of the Company’s total revenue was generated outside of the U.S., respectively. Assets held outside of the U.S. as of March 31, 2020 and December 31, 2019 were 4% and 9%, respectively. The Company’s technology services and affiliated services are currently provided primarily in the U.S. |
VARIABLE INTEREST ENTITIES (VIE
VARIABLE INTEREST ENTITIES (VIEs) | 3 Months Ended |
Mar. 31, 2020 | |
VARIABLE INTEREST ENTITIES (VIEs) | |
VARIABLE INTEREST ENTITIES (VIEs) | 11. A company is deemed to be the primary beneficiary of a VIE and must consolidate the entity if the company has both the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. T he Company has concluded that First Cloud is a VIE and that it is the primary beneficiary as it has the power to direct the activities of First Cloud and has an economic interest that will absorb the losses and/or receive benefits that could be significant to the VIE. Accordingly, the Company consolidates the assets and liabilities and operating results of First Cloud in the condensed consolidated financial statements. The Company recognizes noncontrolling interest in the consolidated balance sheets. The income or loss allocations reflected on the condensed consolidated statements of comprehensive income (loss) may create volatility in the reported results of operations, including net losses attributable to common stockholders. The financial information of First Cloud is presented below. March 31, 2020 December 31, 2019 Assets Cash $ 371 $ 424 Accounts Receivable 4 - Prepaids and other assets 45 2 Total assets $ 420 $ 426 Liabilities & Equity Membership interests payable 10 45 Accounts payable 5 15 Total liabilities 15 60 Equity Members equity 562 474 Accumulated deficit (157) (108) Total equity 405 366 Total liabilities & equity $ 420 $ 426 Three Months Ended March 31, 2020 2019 Revenues $ 37 $ - Expenses 86 - Net loss $ (49) $ - |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2020 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | 12. In December 2019, a novel strain of coronavirus, COVID-19, was identified in Wuhan, China. COVID-19 has caused a global health emergency and was declared a pandemic by the World Health Organization in March 2020. In an effort to slow and contain the spread of COVID-19, local, state, and national governments implemented various measures, which have impacted businesses worldwide. As of the date of issuance of this Form 10-Q, the magnitude and duration of the impact from COVID-19 are unknown and cannot be reasonably estimated. On April 8, 2020, the Company announced that Chief Executive Officer and Chairman and Chief Financial Officer of eXp and the Chief Executive Officer of eXp Realty LLC had agreed to voluntarily reduce their annual base salaries by 50%. In addition, the Company reduced the cash compensation payable to each independent director by 50%. These steps were taken in light of the business uncertainty created by the evolving COVID-19 pandemic. The Company also has implemented a series of cost-savings actions to preserve capital, including temporary employment furloughs and workforce reductions, temporary salary and work-week reductions for certain employees, marketing expense pullbacks, and delaying investments in certain strategic initiatives. These measures will be assessed on an ongoing basis and may be extended and/or expanded. As of the date of this quarterly report, the Company’s results of operations, liquidity and financial condition have not been significantly impacted; however, the Company will continue to monitor events and/or changes in circumstances. While the Company is positioned to survive and thrive in a series of fluctuations in economic activity, it is too early to determine the impact the current economic situation will have on the Company’s results of operations or financial condition, and management’s judgment regarding the situation could change in the future. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of eXp World Holdings, Inc., its wholly-owned subsidiaries and those entities where the Company has greater than 50% ownership or where the Company exercises control over the operations. If the Company has a variable interest in an entity but it is not the primary beneficiary of the entity or exercises control over the operations and has less than 50% ownership, it will use the equity method or the cost method of accounting for investments. The Company uses the equity method of accounting for entities in which the Company holds a 50% or less investment and exercises significant influence. Entities in which the Company has less than a 20% investment and where the Company does not exercise significant influence are accounted for under the cost method. Intercompany transactions and balances are eliminated upon consolidation. See Note 11 – Variable Interest Entities. |
Noncontrolling Interest | Noncontrolling Interest The Company determined that First Cloud is a variable interest entity (“VIE”), as the Company is the primary beneficiary that has both the power to direct the activities that most significantly impact the VIE and a variable interest that potentially could be significant to the VIE. The Company treats the interest in First Cloud that it does not own as non-controlling interest. The noncontrolling interest balance is adjusted each period to reflect the allocation of net income (loss) and other comprehensive income (loss) attributable to the noncontrolling interest, as shown in the condensed consolidated statements of comprehensive income (loss). The noncontrolling interest balance in the condensed consolidated balance sheets represents the proportional share of the equity of the joint venture entities, which is attributable to the minority shareholders. |
Use of Estimates | Use of Estimate s The preparation of financial statements in conformity with U.S. 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 allowance for doubtful accounts, legal contingencies, income taxes, revenue recognition, stock-based compensation, goodwill, and deferred income tax asset valuation allowances. 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 may 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. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all highly liquid investments with maturity when purchased of three months or less to be cash equivalents. From time to time, the Company’s cash deposits exceed federally insured limits. The Company has not experienced any losses resulting from holding deposits in accounts in excess of federal insurance limits. |
Restricted Cash | Restricted cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown on the condensed consolidated statements of cash flows. December 31, 2019 December 31, 2018 Cash and cash equivalents $ 40,087 $ 20,538 Restricted cash 6,987 2,503 Total cash, cash equivalents, and restricted cash, beginning balance $ 47,074 $ 23,041 March 31, 2020 March 31, 2019 Cash and cash equivalents $ 44,279 $ 20,772 Restricted cash 9,829 4,194 Total cash, cash equivalents, and restricted cash, ending balance $ 54,108 $ 24,966 Restricted cash consists of cash held in escrow by the Company’s brokers and agents on behalf of real estate buyers. The Company recognizes a corresponding customer deposit liability until the funds are released. Once the cash transfers from escrow, the Company reduces the respective customers’ deposit liability. |
Goodwill | Goodwill Goodwill represents the excess of the consideration paid over the estimated fair value of assets acquired and liabilities assumed in a business combination. The Company evaluates goodwill for impairment on an annual basis in the fiscal fourth quarter or on an interim basis if an event occurs or circumstances change that would more likely than not indicate that the fair value of the goodwill is below its carrying value. Generally, this evaluation begins with a qualitative assessment to determine if the fair value of the reporting unit is more likely than not less than its carrying value. The test for impairment requires management to make judgments relating to future cash flows, growth rates and economic and market conditions. In addition to the annual impairment evaluation, the Company evaluates at least quarterly whether events or circumstances have occurred in the period subsequent to the annual impairment testing which indicate that it is more likely than not an impairment loss has occurred. |
Stock based compensation | Stock based compensation Stock-based compensation is comprised of agent growth incentive programs, agent equity program, and stock option awards. Stock-based compensation is more fully disclosed in Note 6 – Equity. The Company accounts for stock-based compensation granted to employees and non-employees using a fair value method. Stock-based compensation awards are measured at the grant date fair value and is recognized over the requisite service period of the awards, usually the vesting period, on a straight-line basis, net of forfeitures. The Company reduces recorded stock-based compensation for forfeitures when they occur. Recognition of compensation cost for an award with a performance condition is based on the probable outcome of that performance condition being met. |
Revenue Recognition | Revenue recognition The Company generates substantially all of its revenue from real estate brokerage services and generates a de minimis portion of its revenues from software subscription and professional services. Real Estate Brokerage Services The Company serves as a licensed broker in the areas in which it operates for the purpose of processing residential real estate transactions. The Company is contractually obligated to provide services for the fulfillment of transfers of residential real estate between buyers and sellers. The Company provides these services itself and controls the services necessary to legally transfer the residential real estate. Correspondingly, the Company is defined as the principal. The Company, as principal, satisfies its obligation upon the closing of a residential real estate transaction. As principal, and upon satisfaction of the performance obligation, the Company recognizes revenue in the gross amount of consideration to which the Company expects to be entitled. Revenue is derived from assisting home buyers and sellers in listing, marketing, selling, and finding residential real estate. Commissions earned on real estate transactions are recognized at the completion of a residential real estate transaction once the Company has satisfied the performance obligation. Agent related fees are currently recorded as a reduction to commissions and other agent related costs. Software Subscription and Professional Services Subscription revenue is derived from fees from customers to access the Company’s virtual reality software platform. The terms of subscriptions do not provide customers the right to take possession of the software. Subscription revenue is generally recognized ratably over the contract term. Professional services revenue is derived from implementation and consulting services. Professional services revenue is typically recognized over time as the services are rendered, using an efforts-expended (labor hours) input method. Software subscription and professional services revenue accounts for less than 1% of all revenue for the three months ended March 31, 2020 and 2019. The Company does not currently collect sales and use taxes on fees from agents and brokers and assumes responsibility to pay these costs to the appropriate taxing authorities. Disaggregated revenue The Company primarily operates as a real estate brokerage firm. The vast majority of the Company’s revenue is derived from providing a single service, real estate brokerage services, to purchasers and sellers of homes in the U.S. See Note 10 – Segment information for details regarding segment and geographic information. Management believes that no disaggregation of revenue from services to customers currently exists that would provide additional insight into the future recognition of revenue and cash flows. |
Change in Accounting Principle, Recently Adopted and Issued Accounting Principles | Recently Adopted Accounting Principles and Change in Accounting Principle In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”). ASU 2016-13 modifies the measurement of expected credit losses of certain financial instruments, requiring entities to estimate an expected lifetime credit loss on financial assets. The ASU amends the impairment model to utilize an expected loss methodology and replaces the incurred loss methodology for financial instruments including trade receivables. The amendment requires entities to consider other factors, such as economic conditions and future economic conditions. The Company adopted ASU 2016-13 effective January 1, 2020 and concluded it did not have a material impact on either the financial position, results of operations, cash flows, or related disclosures of the Company. There was no impact on beginning balance retained earnings upon adoption of this ASU. See Note 3 – Expected Credit Losses for more information. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”), which removes certain disclosure requirements related to the fair value hierarchy, such as removing the requirement to disclose the amount of and reasons for transfers between Level 1 and Level 2, modifies existing disclosure requirements related to measurement uncertainty and adds new disclosure requirements, such as disclosing the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurement. The Company adopted ASU 2018-13 on January 1, 2020 and concluded it did not have an impact on the Company’s consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-15 – Intangibles – Goodwill and Other Internal-Use Software (Subtopic 350-40) – Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract (“ASU 2018-15”). The amendments in this update apply to an entity who is a customer in a hosting arrangement accounted for as a service contract. The Update requires a customer in a hosting arrangement to capitalize certain implementation costs. Costs associated with the application development stage of the implementation should be capitalized and costs with the other stages should be expensed. The Company adopted ASU 2018-15 on January 1, 2020 and concluded it did not have an impact on the Company’s consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12 – Income Taxes (Topic 740) (“ASU 2019-12”). ASU 2019-12 removes certain exceptions for investments, intraperiod allocations and interim calculations and adds guidance to reduce complexity in accounting for income taxes. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020; early adoption is permitted. The Company is still assessing the amendments of ASU 2019-12 and the impact the amendments will have on the Company’s consolidated financial statements and related disclosures. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Cash | December 31, 2019 December 31, 2018 Cash and cash equivalents $ 40,087 $ 20,538 Restricted cash 6,987 2,503 Total cash, cash equivalents, and restricted cash, beginning balance $ 47,074 $ 23,041 March 31, 2020 March 31, 2019 Cash and cash equivalents $ 44,279 $ 20,772 Restricted cash 9,829 4,194 Total cash, cash equivalents, and restricted cash, ending balance $ 54,108 $ 24,966 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
PROPERTY, PLANT AND EQUIPMENT, NET [Abstract] | |
Schedule of Fixed assets | March 31, 2020 December 31, 2019 Computer hardware and software $ 9,533 $ 8,431 Furniture, fixture, and equipment 20 21 Total depreciable property and equipment 9,553 8,452 Less: accumulated depreciation (4,134) (3,378) Depreciable property, net 5,419 5,074 Assets under development 466 354 Property, plant and equipment, net $ 5,885 $ 5,428 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
GOODWILL AND INTANGIBLE ASSETS | |
Schedule of Definite-Lived Assets | March 31, 2020 December 31, 2019 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Trade name $ 1,169 $ (156) $ 1,013 $ 1,169 $ (127) $ 1,042 Existing technology 714 (144) 570 559 (99) 460 Non-competition agreements 125 (56) 69 125 (45) 80 Customer relationships 740 (98) 642 740 (80) 660 Software 225 - 225 225 - 225 Licensing agreement 210 - 210 210 - 210 Total intangible assets $ 3,183 $ (454) $ 2,729 $ 3,028 $ (351) $ 2,677 |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Agent Growth Incentive Program | |
Changes in the Company's stock compensation liability | Balance, December 31, 2019 $ 277 Estimated stock awards 1,043 Stock awards reclassified from liability to equity (75) Balance, March 31, 2020 $ 1,245 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
LEASES | |
Schedule of other lease information | Three Months Ended March 31, 2020 2019 Other information Operating lease expense $ 117 $ 30 Short-term lease expense 5 5 Cash paid for operating leases 117 30 Weighted-average remaining lease term (years)– operating leases (1) 4 3 Weighted-average discount rate – operating leases |
Schedule of future operating lease payments | Remaining 2020 $ 340 2021 361 2022 307 2023 182 2024 5 2025 and thereafter 6 Total lease payments 1,201 Less: interest (83) Total operating lease liabilities $ 1,118 |
VARIABLE INTEREST ENTITIES (V_2
VARIABLE INTEREST ENTITIES (VIEs) (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
VARIABLE INTEREST ENTITIES (VIEs) | |
Schedule of Financial information of VIE | March 31, 2020 December 31, 2019 Assets Cash $ 371 $ 424 Accounts Receivable 4 - Prepaids and other assets 45 2 Total assets $ 420 $ 426 Liabilities & Equity Membership interests payable 10 45 Accounts payable 5 15 Total liabilities 15 60 Equity Members equity 562 474 Accumulated deficit (157) (108) Total equity 405 366 Total liabilities & equity $ 420 $ 426 Three Months Ended March 31, 2020 2019 Revenues $ 37 $ - Expenses 86 - Net loss $ (49) $ - |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Narrative) (Details) | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Minimum ownership interest retained (as a percent) | 50.00% | |
Silverline Title & Escrow, LLC | ||
Ownership interest ( as a percent) | 50.00% | |
Primary beneficiary | ||
Minimum ownership interest retained during start-up phase (as a percent) | 50.00% | |
Minimum ownership percentage by parties (as a percent) | 50.00% |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Sales Revenue, Net [Member] | Maximum | ||
Concentration risk percentage | 1.00% | 1.00% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Cash) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Cash and cash equivalents | $ 44,279 | $ 40,087 | $ 20,772 | $ 20,538 |
Restricted cash | 9,829 | 6,987 | 4,194 | 2,503 |
Total cash, cash equivalents, and restricted cash | $ 54,108 | $ 47,074 | $ 24,966 | $ 23,041 |
EXPECTED CREDIT LOSSES (Narrati
EXPECTED CREDIT LOSSES (Narrative) (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 |
Accounts receivable, allowance for credit losses and bad debt | $ 193,000 | $ 137,000 |
Agent Noncommission Based Fees [Member] | ||
Accounts Receivable, before Allowance for Credit Loss | 3,270 | |
Commissions Receivable for Real Estate Property Settlements [Member] | ||
Accounts Receivable, before Allowance for Credit Loss | $ 31,503 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
PROPERTY, PLANT AND EQUIPMENT, NET [Abstract] | ||
Depreciation expense | $ 757 | $ 367 |
PROPERTY, PLANT AND EQUIPMENT_4
PROPERTY, PLANT AND EQUIPMENT, NET (Schedule of Fixed assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Total depreciable property and equipment | $ 9,553 | $ 8,452 |
Less: accumulated depreciation and amortization | (4,134) | (3,378) |
Depreciable property, net | 5,419 | 5,074 |
Assets under development | 466 | 354 |
Property, plant and equipment, net | 5,885 | 5,428 |
Computer hardware and software | ||
Total depreciable property and equipment | 9,533 | 8,431 |
Furniture, fixtures and equipment | ||
Total depreciable property and equipment | $ 20 | $ 21 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
GOODWILL AND INTANGIBLE ASSETS | |||
Indefinite-lived intangible assets (excluding goodwill) | $ 103 | $ 73 | |
Goodwill | 8,248 | $ 8,248 | |
Amortization of intangible assets | $ 103 | $ 73 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (Schedule of Definite-Lived Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 3,183 | $ 3,028 |
Accumulated Amortization | (454) | (351) |
Net Carrying Amount | 2,729 | 2,677 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 1,169 | 1,169 |
Accumulated Amortization | (156) | (127) |
Net Carrying Amount | 1,013 | 1,042 |
Existing technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 714 | 559 |
Accumulated Amortization | (144) | (99) |
Net Carrying Amount | 570 | 460 |
Non-competition agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 125 | 125 |
Accumulated Amortization | (56) | (45) |
Net Carrying Amount | 69 | 80 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 740 | 740 |
Accumulated Amortization | (98) | (80) |
Net Carrying Amount | 642 | 660 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 225 | 225 |
Net Carrying Amount | 225 | 225 |
Licensing agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 210 | 210 |
Net Carrying Amount | $ 210 | $ 210 |
EQUITY (Narrative) (Details)
EQUITY (Narrative) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Common stock issued | 69,028 | 66,199 | |
Common stock outstanding | 67,112 | 65,274 | |
Stock issued for services, value | $ 8,794 | $ 6,210 | |
Stock Options | |||
Granted | 152 | ||
Grant date fair value | $ 8.82 | ||
Agent Equity Award Program | |||
Percentage of commission potentially redeemed in common stock | 5.00% | ||
Percentage of discount of market price, date of issuance | 10.00% | 20.00% | |
Stock issued for services, shares | 917 | 620 | |
Stock issued for services, value | $ 8,794 | $ 6,210 | |
Agent Growth Incentive Program | |||
Stock based compensation | 3,519 | ||
Estimated stock awards | $ 1,043 |
EQUITY (Changes in the Company'
EQUITY (Changes in the Company's stock compensation liability) (Details) - Agent Growth Incentive Program $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Balance, at beginning of period | $ 277 |
Estimated stock awards | 1,043 |
Stock awards reclassified from liability to equity | (75) |
Balance, at end of period | $ 1,245 |
EQUITY (Stock Repurchase Plan)
EQUITY (Stock Repurchase Plan) (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Nov. 30, 2019 | Dec. 31, 2018 | |
EQUITY [Abstract] | ||||
Stock repurchase program authorized amount | $ 75,000 | $ 25,000 | ||
Total number of shares repurchased | 991 | |||
The total cost of shares repurchased | $ 10,305 | $ 3,647 |
FAIR VALUE MEASUREMENTS (Narrat
FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Money Market Funds [Member] | ||
Money market funds | $ 18,350 | $ 18,281 |
DEBT (Narrative) (Details)
DEBT (Narrative) (Details) - USD ($) | 1 Months Ended | ||
May 31, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | |
DEBT | |||
Cancellation of line of credit | $ 1,000 | ||
Long term payable, current | $ 950,000 | $ 916,000 | |
Long term payable, net of current | $ 1,560,000 | $ 1,530,000 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) | Mar. 31, 2020 |
Minimum | |
Term of lease | 1 year |
Maximum | |
Term of lease | 7 years |
Weighted Average | |
Term of lease | 3 years |
LEASES (Summary of components o
LEASES (Summary of components of our lease cost) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
LEASES | ||
Operating lease expense | $ 117 | $ 30 |
Short term lease expense | 5 | 5 |
Cash paid for operating leases | $ 117 | $ 30 |
Weighted-average remaining lease term (years)- operating leases | 4 years | 3 years |
Weighted-average discount rate - operating leases | 4.85% | 4.85% |
LEASES (Schedule of future mini
LEASES (Schedule of future minimum lease payments) (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Rent Payments | |
Remaining 2020 | $ 340 |
2021 | 361 |
2022 | 307 |
2023 | 182 |
2024 | 5 |
2025 and Thereafter | 6 |
Total lease payments | 1,201 |
Less: interest | (83) |
Total operating lease liabilities | $ 1,118 |
SEGMENT INFORMATION (Narrative)
SEGMENT INFORMATION (Narrative) (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Assets, Total [Member] | Real Estate Brokerage Segment [Member] | |||
Concentration risk percentage | 93.70% | 95.80% | |
Sales Revenue, Net [Member] | Real Estate Brokerage Segment [Member] | |||
Concentration risk percentage | 99.90% | 99.80% | |
Non Domestic [Member] | Assets, Total [Member] | |||
Concentration risk percentage | 4.00% | 9.00% | |
Non Domestic [Member] | Sales Revenue, Net [Member] | |||
Concentration risk percentage | 4.00% | 2.00% |
VARIABLE INTEREST ENTITIES (V_3
VARIABLE INTEREST ENTITIES (VIEs) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
ASSETS: | ||||
Assets | $ 110,665 | $ 96,452 | ||
Liabilities & Equity | ||||
TOTAL LIABILITIES | 54,665 | 44,324 | ||
Equity | ||||
Members equity | 55,776 | 51,967 | ||
Accumulated deficit | (70,128) | (70,293) | ||
TOTAL EQUITY | 56,000 | $ 31,363 | 52,128 | $ 29,981 |
TOTAL LIABILITIES AND EQUITY | 110,665 | 96,452 | ||
Net income (loss) | 141 | (6,296) | ||
Expenses | ||||
Operating costs | 271,210 | $ 163,132 | ||
Primary beneficiary | ||||
ASSETS: | ||||
Cash | 371 | 424 | ||
Accounts Receivable | 4 | |||
Prepaids and other assets | 45 | 2 | ||
Assets | 420 | 426 | ||
Liabilities & Equity | ||||
Membership interests payable | 10 | 45 | ||
Accounts payable | 5 | 15 | ||
TOTAL LIABILITIES | 15 | 60 | ||
Equity | ||||
Members equity | 562 | 474 | ||
Accumulated deficit | (157) | (108) | ||
TOTAL EQUITY | 405 | 366 | ||
TOTAL LIABILITIES AND EQUITY | 420 | $ 426 | ||
Revenues | 37 | |||
Expenses | 86 | |||
Net income (loss) | $ (49) |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - Subsequent Event [Member] | Apr. 08, 2020 |
Annual base salary reduction percentage | 50.00% |
Cash compensation reduction percentage | 50.00% |