Document and Entity Information
Document and Entity Information $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Document And Entity Information | |
Document Type | 10-K |
Document Period End Date | Dec. 31, 2022 |
Document Annual Report | true |
Document Transition Report | false |
Entity Registrant Name | eXp World Holdings, Inc. |
Entity Incorporation, State or Country Code | DE |
Entity File Number | 001-38493 |
Entity Tax Identification Number | 98-0681092 |
Entity Address, Address Line One | 2219 Rimland Drive, Suite 301 |
Entity Address, City or Town | Bellingham |
Entity Address, State or Province | WA |
Entity Address, Postal Zip Code | 98226 |
City Area Code | 360 |
Local Phone Number | 685-4206 |
Title of 12(b) Security | Common Stock, par value $0.00001 per share |
Trading Symbol | EXPI |
Security Exchange Name | NASDAQ |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | shares | 152,839,239 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Entity Central Index Key | 0001495932 |
Amendment Flag | false |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Entity Public Float | $ | $ 716.6 |
ICFR Auditor Attestation Flag | true |
Auditor Name | Deloitte & Touche LLP |
Auditor Firm ID | 34 |
Auditor Location | San Francisco, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 121,594 | $ 108,237 |
Restricted cash | 37,789 | 67,673 |
Accounts receivable, net of allowance for credit losses of $4,014 and $2,198, respectively | 87,262 | 133,489 |
Prepaids and other assets | 8,468 | 9,916 |
TOTAL CURRENT ASSETS | 255,113 | 319,315 |
Property, plant, and equipment, net | 18,151 | 15,902 |
Operating lease right-of-use assets | 2,127 | 2,482 |
Other noncurrent assets | 1,703 | 2,827 |
Intangible assets, net | 8,700 | 7,528 |
Deferred tax assets | 68,676 | 52,827 |
Goodwill | 27,212 | 12,945 |
TOTAL ASSETS | 381,682 | 413,826 |
CURRENT LIABILITIES | ||
Accounts payable | 10,391 | 7,158 |
Customer deposits | 37,789 | 67,673 |
Accrued expenses | 78,944 | 111,672 |
Current portion of lease obligation - operating lease | 175 | 311 |
TOTAL CURRENT LIABILITIES | 127,299 | 186,814 |
Long-term payable | 4,697 | 2,714 |
Long-term lease obligation - operating lease, net of current portion | 694 | 765 |
TOTAL LIABILITIES | 132,690 | 190,293 |
EQUITY | ||
Common Stock, $0.00001 par value 900,000,000 shares authorized; 171,656,030 issued and 152,839,239 outstanding at December 31, 2022; 155,516,284 issued and 148,764,592 outstanding at December 31, 2021 | 2 | 1 |
Additional paid-in capital | 611,872 | 401,479 |
Treasury stock, at cost: 18,816,791 and 6,751,692 shares held, respectively | (385,010) | (210,009) |
Accumulated earnings | 20,723 | 30,510 |
Accumulated other comprehensive income | 236 | 188 |
Total eXp World Holdings, Inc. stockholders' equity | 247,823 | 222,169 |
Equity attributable to noncontrolling interest | 1,169 | 1,364 |
TOTAL EQUITY | 248,992 | 223,533 |
TOTAL LIABILITIES AND EQUITY | $ 381,682 | $ 413,826 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowance for credit losses and bad debt | $ 4,014 | $ 2,198 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 171,656,030 | 155,516,284 |
Common stock, shares outstanding | 152,839,239 | 148,764,592 |
Treasury stock, shares | 18,816,791 | 6,751,692 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | |||
Revenues | $ 4,598,161 | $ 3,771,170 | $ 1,798,285 |
Operating expenses | |||
Commissions and other agent-related costs | 4,231,262 | 3,475,139 | 1,638,674 |
General and administrative expenses | 346,132 | 249,699 | 122,801 |
Sales and marketing expenses | 15,359 | 12,180 | 5,223 |
Total operating expenses | 4,592,753 | 3,737,018 | 1,766,698 |
Operating income | 5,408 | 34,152 | 31,587 |
Other (income) expense | |||
Other (income) expense, net | (804) | 292 | 133 |
Equity in losses of unconsolidated affiliates | 1,624 | 188 | 51 |
Total other expense, net | 820 | 480 | 184 |
Income before income tax expense | 4,588 | 33,672 | 31,403 |
Income tax (benefit) expense | (10,836) | (47,487) | 413 |
Net income | 15,424 | 81,159 | 30,990 |
Net income attributable to noncontrolling interest | 18 | 61 | 141 |
Net income attributable to eXp World Holdings, Inc. | $ 15,442 | $ 81,220 | $ 31,131 |
Earnings per share - Basic | $ 0.10 | $ 0.56 | $ 0.22 |
Earnings per share - Diluted | $ 0.10 | $ 0.51 | $ 0.21 |
Weighted average shares outstanding - Basic | 151,036,110 | 146,170,871 | 138,572,358 |
Weighted average shares outstanding - Diluted | 156,220,165 | 157,729,374 | 151,550,075 |
Comprehensive income: | |||
Net income | $ 15,424 | $ 81,159 | $ 30,990 |
Comprehensive loss attributable to noncontrolling interests | 18 | 61 | 141 |
Net income attributable to eXp World Holdings, Inc. | 15,442 | 81,220 | 31,131 |
Other comprehensive income: | |||
Foreign currency translation gain (loss), net of tax | 48 | (59) | 47 |
Comprehensive income attributable to eXp World Holdings, Inc. | $ 15,490 | $ 81,161 | $ 31,178 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated earnings (deficit) | Accumulated Other Comprehensive Income : | Noncontrolling Interest | Total |
Beginning of quarter at Dec. 31, 2019 | $ 1 | $ (8,623) | $ 130,683 | $ (70,293) | $ 200 | $ 160 | |
Repurchase of common stock | (29,371) | ||||||
Net income | 31,131 | (141) | $ 30,990 | ||||
Shares issued for stock options exercised | 6,946 | ||||||
Agent growth incentive stock compensation | 13,094 | ||||||
Stock option compensation | 6,801 | 451 | |||||
Agent equity stock compensation | 60,968 | ||||||
Foreign currency translation loss | 47 | 47 | |||||
Transactions with noncontrolling interests | 533 | ||||||
Ending of quarter at Dec. 31, 2020 | 1 | (37,994) | 218,492 | (39,162) | 247 | 1,003 | 142,587 |
Repurchase of common stock | (172,015) | ||||||
Net income | 81,220 | (61) | 81,159 | ||||
Dividends declared and paid | (11,548) | ||||||
Shares issued for stock options exercised | 3,620 | ||||||
Agent growth incentive stock compensation | 21,828 | ||||||
Stock option compensation | 13,102 | 403 | |||||
Agent equity stock compensation | 144,437 | ||||||
Foreign currency translation loss | (59) | (59) | |||||
Transactions with noncontrolling interests | 19 | ||||||
Ending of quarter at Dec. 31, 2021 | 1 | (210,009) | 401,479 | 30,510 | 188 | 1,364 | 223,533 |
Repurchase of common stock | (179,473) | ||||||
Issuance of treasury stock | 4,472 | ||||||
Net income | 15,442 | (18) | 15,424 | ||||
Dividends declared and paid | (25,229) | ||||||
Shares issued for stock options exercised | 612 | ||||||
Agent growth incentive stock compensation | 31,235 | ||||||
Stock option compensation | 14,442 | ||||||
Agent equity stock compensation | 1 | 164,104 | |||||
Foreign currency translation loss | 48 | 48 | |||||
Transactions with noncontrolling interests | (177) | ||||||
Ending of quarter at Dec. 31, 2022 | $ 2 | $ (385,010) | $ 611,872 | $ 20,723 | $ 236 | $ 1,169 | $ 248,992 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
OPERATING ACTIVITIES | |||
Net income | $ 15,424 | $ 81,159 | $ 30,990 |
Reconciliation of net income to net cash provided by operating activities: | |||
Depreciation expense | 7,934 | 4,974 | 3,360 |
Amortization expense - intangible assets | 1,904 | 1,274 | 629 |
Amortization expense - long-term payable | 94 | 157 | |
Asset impairments | 0 | 0 | 225 |
Loss on dissolution of consolidated affiliates | 361 | ||
Allowance for credit losses on receivables/bad debt on receivables | 1,816 | 319 | 1,742 |
Equity in loss of unconsolidated affiliates | 1,624 | 188 | 51 |
Agent growth incentive stock compensation expense | 30,861 | 24,493 | 15,239 |
Stock option compensation | 14,442 | 13,102 | 6,801 |
Agent equity stock compensation expense | 164,104 | 144,437 | 60,968 |
Deferred income taxes, net | (15,848) | (52,827) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 44,935 | (56,857) | (50,193) |
Prepaids and other assets | 1,652 | (2,623) | (3,534) |
Customer deposits | (30,998) | 39,892 | 20,794 |
Accounts payable | 2,432 | 3,173 | 1,364 |
Accrued expenses | (32,239) | 46,673 | 30,017 |
Long term payable | 1,983 | 828 | 1,048 |
Other operating activities | 148 | (1,407) | 1 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 210,535 | 246,892 | 119,659 |
INVESTING ACTIVITIES | |||
Purchases of property, plant and equipment | (12,051) | (13,423) | (6,436) |
Acquisition of businesses, net of cash acquired | (9,910) | (2,500) | (10,502) |
Investments in unconsolidated affiliates | (500) | (3,000) | (25) |
NET CASH USED IN INVESTING ACTIVITIES | (22,461) | (18,923) | (16,963) |
FINANCING ACTIVITIES | |||
Repurchase of common stock | (179,473) | (172,015) | (29,371) |
Proceeds from exercise of options | 612 | 3,620 | 6,946 |
Transactions with noncontrolling interests | (424) | 19 | 532 |
Dividends declared and paid | (25,229) | (11,548) | |
NET CASH USED IN FINANCING ACTIVITIES | (204,514) | (179,924) | (21,893) |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | (87) | (59) | 47 |
Net change in cash, cash equivalents and restricted cash | (16,527) | 47,986 | 80,850 |
Cash, cash equivalents and restricted cash, beginning balance | 175,910 | 127,924 | 47,074 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE | 159,383 | 175,910 | 127,924 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | |||
Cash paid for income taxes | $ 3,406 | 1,331 | 754 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Termination of lease liabilities | 375 | 204 | |
Issuance of treasury stock | 4,554 | ||
Lease liabilities arising from obtaining right-of-use assets | 2,370 | 138 | |
Property, plant and equipment purchases in accounts payable | $ 63 | $ 174 | $ 117 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2022 | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION eXp World Holdings, Inc. (collectively with its subsidiaries, the “Company” or “eXp”) was incorporated in the State of Delaware on July 30, 2008. eXp owns and operates a diversified portfolio of service-based businesses whose operations benefit substantially from utilizing our enabling technology platform. Specifically, we operate a cloud-based real estate brokerage (in North America and other international locations), a Virbela business and related affiliated services that support the development and success of agents, entrepreneurs and businesses by leveraging innovative technologies and integrated services. Our North American and international real estate brokerage is now one of the largest and fastest-growing real estate brokerage companies, operating throughout the United States, most of the Canadian provinces, the United Kingdom (U.K.), Australia, South Africa, India, Mexico, Portugal, France, Puerto Rico, Brazil, Italy, Hong Kong, Colombia, Spain, Israel, Panama, Germany, the Dominican Republic, Greece, New Zealand, Chile and Poland. In addition, in late 2022, we announced operations in Dubai, which is expected to be fully operational in 2023. The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles and are expressed in U.S. dollars. The Company’s fiscal year end is December 31. Effective in December 2022, the Company revised the presentation of segment information to reflect changes in the way the Company manages and evaluates the business. As such, we now report operating results through four reportable segments: North American Realty, International Realty, Virbela and Other Affiliated Services, as further discussed in Note 14 – Segment Information Note 14 –Segment Information |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation The accompanying consolidated financial statements include the accounts of eXp World Holdings, Inc., its wholly-owned subsidiaries and entities in which we have a variable interest of which we are the primary beneficiary. 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 or cost method of accounting for investments. 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. Variable interest entities and noncontrolling interests A company is deemed to be the primary beneficiary of a VIE and must consolidate the entity if the company has both: (i) (ii) In 2019, the Company made capital contributions in consideration for an ownership interest in First Cloud Investment Group, LLC (“First Cloud”), a Nevada limited liability company providing mortgage origination for end-consumers, with the remaining ownership interests held by certain independent agents and brokers. Under the terms of the operating agreement, the Company maintains at least a 50% equity ownership interest in First Cloud. 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 a noncontrolling interest. The noncontrolling interest balance is adjusted each period to reflect the allocation of net income and other comprehensive income attributable to the noncontrolling interest, as shown in the consolidated statements of comprehensive income. The noncontrolling interest balance in the consolidated balance sheets represents the proportional share of the equity of the joint venture entity, which is attributable to the noncontrolling shareholders. As of December 31, 2022, First Cloud’s operations have ceased and are not material to the Company’s financial position or results of operations. Joint ventures A joint venture is a contractual arrangement whereby the Company and other parties undertake an economic activity through a jointly controlled entity. Joint control exists when strategic, financial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control. Joint ventures are accounted for using the equity method and are recognized initially at cost. Joint ventures are typically included in the Other Affiliated Services, unless the joint venture specifically supports one of the reportable segments. The Company has investments in a joint venture, Silverline Title & Escrow, LLC (“Silverline”), which operates and manages a title agency that performs, among other functions, core title agent services (for which liabilities arises), including the evaluation of searches to determine the insurability of title, the clearance of underwriting objections, the actual issuance of policies on behalf of insurance companies and, where customary, the issuance of title commitments and the conducting of title searchers. As of December 31, 2022, Silverline’s operations were wound down in preparation for dissolution in 2023. In July 2021, the Company entered into a joint venture with Kind Partners, LLC, a subsidiary of Kind Lending, LLC, forming SUCCESS Lending, LLC (“SUCCESS Lending”), a residential mortgage service company. None of these joint venture investments are consolidated and the Company recognizes its share of income and expenses and equity movement in the joint ventures in proportion to their percentage of ownership. As of December 31, 2022, Silverline and SUCCESS Lending’s operations are not material to the Company’s financial position or results of operations. Use of estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“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 credit losses, 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. Reclassifications When necessary, the Company will reclassify certain amounts in prior-period financial statements to conform to the current period’s presentation. No material reclassifications occurred during the current period. Cash and cash equivalents Cash and cash equivalents include cash on hand, money market instruments and all other highly liquid investments purchased with an original or remaining maturity of three months or less at the date of acquisition. Restricted cash 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 is transferred from escrow, the Company reduces the respective customers’ deposit liability. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet that sum to the total of the same such amounts shown on the statement of cash flows. December 31,2021 December 31,2020 Cash and cash equivalents $ 108,237 $ 100,143 Restricted cash 67,673 27,781 Total cash, cash equivalents and restricted cash, beginning balance $ 175,910 $ 127,924 December 31, 2022 December 31, 2021 Cash and cash equivalents $ 121,594 $ 108,237 Restricted cash 37,789 67,673 Total cash, cash equivalents and restricted cash, ending balance $ 159,383 $ 175,910 Fair value measurements 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: Input Level Definitions 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. The Company values its money market funds at fair value on a recurring basis. Accounts receivable and allowance for expected credit losses 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 accounts receivable is separated into three categories to evaluate an allowance under the CECL impairment model. The three categories include agent non-commission based fees, agent short-term advances and commissions receivable for real estate property settlements. The Company increases the allowance for expected credits losses when the Company determines all or a portion of a receivable is uncollectable. The Company recognizes recoveries as a decrease to the allowance for expected credit losses. During 2022, given the changes in the real estate markets, the Company increased its allowances for expected credit losses, for real estate transactions, to better reflect the collection rates on certain of the aging receivable balances in 2022. As of December 31, 2022 and 2021, receivables from real estate property settlements totaled $79,135 and $128,499, respectively, of which the Company recognized expected credit losses of $3,127 and $0 as of December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021 agent non-commission based fees receivable and short-term advances totaled $12,141 and $7,188, respectively of which the Company recognized expected credit losses of $887 and $2,198, respectively. Foreign currency translation The Company’s functional and reporting currency is the United States dollar and the functional currency of the Company’s foreign subsidiaries is the local currency of their country of domicile. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the consolidated statements of operations in other (income) expense, net. The Company does not employ a hedging strategy to manage the impact of foreign currency fluctuations. Fixed assets Fixed assets are stated at historical cost and are depreciated on the straight-line method over the estimated useful lives. Useful lives are: Computer hardware and software: 3 Furniture, fixtures and equipment: 5 Maintenance and repairs are expensed as incurred. Expenditures that substantially increase an asset’s useful life or improve an asset’s functionality are capitalized. The Company capitalizes the costs associated with developing its internal-use cloud-based residential real-estate transaction system. Capitalized costs are primarily related to costs incurred in relation to internally created software during the application development stage including costs for upgrades and enhancements that result in additional functionality. Leases Leases are agreements, or terms within agreements, that convey the right to control the use of and receive substantially all of the economic benefit from an identified asset for a period of time in exchange for consideration. The Company currently only possesses office space leases . Right-of-use assets The Company recognizes right-of-use (“ROU”) assets at the commencement date of the lease. ROU assets are measured at cost, less accumulated depreciation and impairment losses and are adjusted concurrently with the remeasurement of corresponding lease liabilities resulting from a change in future lease payments or a change in the assessment of whether any purchase, extension, or termination options will be exercised. The cost of ROU assets includes the amount of lease liabilities recognized, initial direct costs incurred and lease payments made at or before the commencement date less any lease incentives received, if any. Unless the Company is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the ROU assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Lease liabilities At the commencement date of a lease, the Company recognizes a lease liability measured at the present value of the lease payments to be made over the lease term. Variable lease payments are recognized as expenses in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the implicit interest rate in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced by the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, or a change in the assessment to purchase the underlying asset. Short-term leases and leases of low-value assets The Company applies the short-term lease recognition exemption to leases that have a lease term of 12 months or less from the commencement date and which do not contain a purchase option. The Company does not capitalize leases with a present value of below its minimum capitalization threshold as it would not materially affect the Company’s financial position or results of operations. Lease payments on short-term leases and low-value leases are recognized as expenses on a straight-line basis over the lease term. Refer to Note 10 – Leases for more information. 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 reporting unit is less than its carrying amount. 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. The Company did not recognize any impairments for either of the years ended December 31, 2022 and 2021. Intangible assets The Company’s intangible assets are finite lived and consist primarily of trade name, technology and customer relationships. Each intangible asset is amortized on a straight-line basis over its useful life, ranging from 3 to 10 years. The Company evaluates its intangible assets for recoverability and potential impairment, or as events or changes in circumstances indicate the carrying value may be impaired. The Company recognized no impairment for the year ended December 31, 2022 and 2021. Software development costs The Company capitalizes software development costs related to products to be sold, leased, or marketed to external users and internal-use software. Business combinations The Company accounts for business combinations using the acquisition method of accounting, under which the consideration for the acquisition is allocated to the assets acquired and liabilities assumed. The Company recognizes identifiable assets acquired and liabilities assumed at the acquisition date fair values as determined by management as of the acquisition date. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates and market factors. These assumptions and estimates include projected revenues and income growth rates, terminal growth rates, competitive and consumer trends, market-based discount rates and other market factors. If current expectations of future growth rates are not met or market factors outside of the Company’s control change significantly, then goodwill or intangible assets may become impaired. Additionally, as goodwill and intangible assets associated with recently acquired businesses are recorded on the balance sheet at their estimated acquisition date fair values, those amounts are more susceptible to impairment risk if business operating results or macroeconomic conditions deteriorate. Acquisition-related costs, such as due diligence, legal and accounting fees, are expensed as incurred and not considered in determining the fair value of the acquired assets. Impairment of long-lived assets The Company periodically evaluates the carrying value of long-lived assets to be held and used when events and circumstances warrant such a review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is less than its carrying value. When assets are considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Stock-based compensation Our stock-based compensation is comprised of employee equity incentives, agent growth incentive programs, agent equity program and stock option awards. Stock-based compensation is more fully disclosed in Note 10 – Stockholders’ 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 are recognized over the requisite service period of the awards, usually the vesting period, on a straight-line basis, net of forfeitures. The Company reduces 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 The Company generates substantially all of its revenue from North American Realty and International Realty segments and generates a de minimis portion of its revenues from software subscription (Virbela segment) and professional services. The Company does not have contracts with customers that provide variable consideration. North American Realty and International Realty 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. The Company estimates and accrues revenue to which it is entitled to for closed transactions but has yet to receive all the necessary closing documents. 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 charged by the Company are 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. Disaggregated revenue The Company primarily operates as a real estate brokerage firm and discloses disaggregated revenue from services to customers across its four reportable segments to provide additional insight into the future recognition of revenue and cash flows. The vast majority of the Company’s revenue is derived from providing real estate brokerage services, to purchasers and sellers of homes in the U.S., Canada and internationally. See Note 14 – Segment Information Management provides disaggregation of revenue from its services to customers to provide additional insight into the future recognition of revenue and cash flows. Revenue share expenses The Company has a revenue sharing plan where its agents and brokers can receive additional commission income from real estate transactions consummated by agents and brokers they have attracted to the Company. Agents and brokers are eligible for revenue share based on the number of frontline qualifying active (“FLQA”) agents they have attracted to the Company. An FLQA agent is an agent or broker that an agent has personally attracted to the Company who has met specific real estate transaction volume requirements. These additional commissions are earned on a multitiered basis by FLQA agents and brokers for real estate transactions within their downstream brokerage network. Commissions to agents and brokers under the revenue sharing plan are included as part of commissions and other agent-related costs in the consolidated statements of comprehensive income. Advertising and marketing costs Advertising and marketing costs are generally expensed in the period incurred. Advertising and marketing expenses are included in the sales and marketing expense line item on the accompanying consolidated statements of comprehensive income. For the years ended December 31, 2022, 2021 and 2020, the Company incurred advertising and marketing expenses of $15,359, $12,180 and $5,223, respectively. Income taxes The Company records income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse. The Company recognizes the effect on deferred income taxes of a change in tax rates in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby: (i) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. Comprehensive income The Company’s only components of comprehensive income are net income and foreign currency translation adjustments. Earnings per share Basic earnings (loss) per share is computed by dividing the net income for the period by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income for the period by the weighted average number of shares of common stock outstanding plus, if potentially dilutive common shares outstanding during the period. The Company has paid dividends in 2022 and 2021. The Company does not have participating shares outstanding. Accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position and results of operations. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2022 | |
ACQUISITIONS | |
ACQUISITIONS | 3. ACQUISITIONS The following discussion relates to acquisitions completed during the year ended December 31, 2022. There were no acquisitions completed during the fiscal year ended December 31, 2021. None of these business combinations were deemed material to the Company’s financial condition, results of operations, or cash flows. Zoocasa Realty, Inc. On July 1, 2022, the Company acquired Zoocasa Realty Inc. in a stock purchase transaction. The total consideration paid was $17,155 including net cash of $9,910 (net of cash acquired of $2,772 ), stock issued from treasury of $4,554 and the working capital adjustment. The Zoocasa acquisition has been accounted for using the acquisition method of accounting. Under the acquisition method of accounting, the Company allocated the total purchase price to the tangible and identifiable intangible assets acquired and assumed liabilities based on their estimated fair values as of the acquisition date, as determined by management. The excess of the purchase price over the aggregate fair values of the identifiable assets was recorded as goodwill of $14,156 , which is not deductible for tax purposes. Goodwill generated from the acquisition includes an assembled workforce. Zoocasa is a consumer real estate research portal that offers proprietary home search tools, market insights and a connection to local real estate experts and has been included in the North American Realty segment. The following table outlines the fair value of the acquired assets and liabilities assumed from the Zoocasa acquisition: Identifiable assets acquired and goodwill Cash $ 2,772 Accounts receivable, net 677 Prepaid & other current assets 94 Fixed assets, net 39 Zoocasa tradename 585 Existing technology 363 Non-compete 333 Goodwill 14,156 Liabilities assumed Deferred liabilities & other current liabilities 1,864 Total purchase price $ 17,155 4. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2022 | |
FAIR VALUE MEASUREMENT | |
FAIR VALUE MEASUREMENT | 4. FAIR VALUE MEASUREMENT 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 December 31, 2022 and 2021, the fair value of the Company’s money market funds was $44,062 and $43,386, respectively. There have been no transfers between Level 1, Level 2 and Level 3 in the periods presented. The Company did not have any Level 2 or Level 3 financial assets or liabilities in the periods presented. |
PREPAIDS AND OTHER ASSETS
PREPAIDS AND OTHER ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
PREPAIDS AND OTHER ASSETS | |
PREPAIDS AND OTHER ASSETS | 5. PREPAIDS AND OTHER ASSETS Prepaids and other assets consisted of the following: December 31, 2022 December 31, 2021 Prepaid expenses $ 5,580 $ 5,834 Prepaid insurance 2,293 3,465 Rent deposits 15 136 Other assets (includes inventory) 580 481 Total prepaid expenses $ 8,468 $ 9,916 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY, PLANT AND EQUIPMENT, NET | |
PROPERTY, PLANT AND EQUIPMENT, NET | 6. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consisted of the following: December 31, 2022 December 31,2021 Computer hardware and software $ 34,206 $ 20,824 Furniture, fixture and equipment 20 26 Total depreciable property and equipment 34,226 20,850 Less: accumulated depreciation (19,282) (11,711) Depreciable property, net 14,944 9,139 Assets under development 3,207 6,763 Property, plant and equipment, net $ 18,151 $ 15,902 For the years ended December 31, 2022, 2021 and 2020, depreciation expense was $7,934, $4,974 and $3,360, respectively. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
GOODWILL AND INTANGIBLE ASSETS | |
GOODWILL AND INTANGIBLE ASSETS | 7. GOODWILL AND INTANGIBLE ASSETS Changes in the carrying amount of goodwill were: December 31, 2022 December 31,2021 Goodwill $ 12,945 $ 12,945 Acquisitions 14,156 - Currency translation impact 111 - Total goodwill $ 27,212 $ 12,945 Goodwill was recorded in connection with the acquisitions of Zoocasa in July 2022, Showcase in July 2020 and SUCCESS in December 2020 and represents fair value as of the acquisition dates. Each acquisition was accounted for using the acquisition method of accounting. Under the acquisition method of accounting, the Company allocated the total purchase price to the tangible and identifiable intangible assets acquired and assumed liabilities based on their estimated fair values as of the acquisition date, as determined by management. The excess of the purchase price over the aggregate fair values of the identifiable assets was recorded as goodwill. 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 the Company’s control change unfavorably, the estimated fair value of goodwill could be adversely affected, leading to a potential impairment in the future. No events occurred that indicated it was more likely than not that goodwill was impaired. Definite-lived intangible assets were as follows: December 31, 2022 December 31,2021 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Trade name $ 3,459 ($ 841) $ 2,618 $ 2,868 ($ 554) $ 2,314 Existing technology 3,995 (2,458) 1,537 1,846 (1,102) 744 Non-competition agreements 461 (125) 336 125 (125) - Customer relationships 1,895 (551) 1,344 1,895 (361) 1,534 Licensing agreement 210 (181) 29 210 (110) 100 Intellectual property 2,836 - 2,836 2,836 - 2,836 Total intangible assets $ 12,856 ($ 4,156) $ 8,700 $ 9,780 ($ 2,252) $ 7,528 For the years ended December 31, 2022, 2021 and 2020, amortization expense for definite-lived intangible assets was $1,904, $1,274 and $629, respectively. As of December 31, 2022, expected amortization related to definite-lived intangible assets will be: Expected amortization 2023 $ 2,185 2024 1,439 2025 1,013 2026 849 2027 and thereafter 3,214 Total $ 8,700 8. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2022 | |
ACCRUED EXPENSES | |
ACCRUED EXPENSES | 8. ACCRUED EXPENSES Accrued expenses consisted of the following: December 31, 2022 December 31, 2021 Commissions payable $ 56,786 $ 81,563 Payroll payable 6,236 5,642 Taxes payable 2,124 2,553 Stock liability awards 3,885 4,341 Other accrued expenses 9,913 17,573 $ 78,944 $ 111,672 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
LEASES | |
LEASES | 9. LEASES Operating leases 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 seven 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. As of December 31, 2022, maturities of the operating lease liabilities by fiscal year were as follows: Period Ending December 31, 2023 $ 172 2024 104 2025 93 2026 93 2027 93 2028 and thereafter 323 Total lease payments 878 Less: interest (9) Total operating lease liabilities $ 869 Included below is other information regarding leases for the year ended December 31, 2022: Year Ended December 31, 2022 2021 Other information Operating lease expense $ 409 $ 448 Short-term lease expense 542 70 Cash paid for operating leases 258 1,828 Weighted-average remaining lease term (years) – operating leases (1) 7.7 7.0 Weighted-average discount rate – operating leases 5.165% 5.043% (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. Rent expense is recorded in general and administrative expense in the consolidated statements of comprehensive income. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 10. STOCKHOLDERS’ EQUITY Common Stock – As of December 31, 2022, our restated certificate of incorporation authorized us to issue 900,000,000 shares of common stock with a par value of $0.00001 per share. The following table represents a reconciliation of the Company’s issued common stock for the periods presented: Year Ended December 31, (Shares of Common Stock) 2022 2021 2020 Common stock: Balance, beginning of year 155,516,284 146,677,786 132,398,616 Shares issued for stock options exercised 2,105,237 3,155,170 6,538,628 Agent growth incentive stock compensation 2,571,569 2,037,942 1,978,072 Agent equity stock compensation 11,462,940 3,645,386 5,762,470 Balance, end of year 171,656,030 155,516,284 146,677,786 The Company’s shareholder approved equity programs described below are administered under the 2015 Equity Incentive Plan. The purpose of the equity plan 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 (the “Agent Equity Program” or “AEP”). 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. Effective in January 2020, the Company amended the AEP and adjusted the discount on issued shares from 20% to 10%. For the years ended December 31, 2022, 2021 and 2020, the Company issued 11,462,940, 3,645,386 and 5,762,470 shares of common stock, respectively, to agents and brokers for $164,104, $144,437 and $60,968, 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 “Agent Growth Incentive Program” or “AGIP”). 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 years ended December 31, 2022, 2021 and 2020, the Company’s stock compensation attributable to the AGIP was $30,861, $24,493 and $15,239, respectively. The total amount of stock compensation attributable to liability classified awards was $2,056, $4,977 and $3,246 for the years ended December 31, 2022, 2021 and 2020, respectively. Stock compensation expense related to the AGIP is included in general and administrative expense in the consolidated statements of comprehensive income. The following table illustrates changes in the Company’s stock compensation liability for the periods presented: Amount Stock grant liability balance at December 31, 2020 $ 2,093 Stock grant liability increase year to date 4,977 Stock grants reclassified from liability to equity year to date (2,729) Balance, December 31, 2021 $ 4,341 Stock grant liability increase year to date 2,056 Stock grants reclassified from liability to equity year to date (2,512) Balance, December 31, 2022 $ 3,885 As of December 31, 2022, the Company had 5,696,894 unvested common stock awards and unrecognized compensation costs totaling $60,660 attributable to stock awards where the performance metric has been achieved and the number of shares awarded are fixed. The cost is expected to be recognized over a weighted average period of 2.08 years. The following table illustrates the Company’s stock activity for the Agent Growth Incentive Program for stock awards where the performance metric has been achieved for the following periods: Weighted Average Grant Date Shares Fair Value Balance, December 31,2020 6,550,390 $ 6.75 Granted 1,267,270 40.87 Vested and issued (2,062,212) 7.54 Forfeited (580,794) 13.84 Balance, December 31,2021 5,174,654 $ 13.92 Granted 3,829,990 15.29 Vested and issued (2,542,696) 6.28 Forfeited (762,951) 18.80 Balance, December 31,2022 5,698,997 $ 17.68 Stock Option Awards Stock options are granted to directors, officers, certain employees and consultants with an exercise price equal to the fair market value of common stock on the grant date and the stock options expire 10 years from the date of grant. These options have time-based restrictions with equal and periodically graded vesting over a three-year period. The fair value of the options issued was calculated using a Black-Scholes-Merton option-pricing model with the following assumptions: 2022 2021 2020 Expected term 5 - 6 years 5 - 6 years 5 - 6 years Expected volatility 72.84% - 76.49% 68.85% - 86.33% 69.01% - 116.16% Risk-free interest rate 1.49% - 4.10% 0.44% - 1.33% 0.21% - 1.58% Dividend yield 0.53% - 1.48% 0.00% - 0.00% 0.00% - 0.00% The following table illustrates the Company’s stock option activity for the following periods: Weighted Average Weighted Remaining Average Contractual Term Options Exercise Price Intrinsic Value (Years) Balance, December 31,2020 9,851,058 $ 4.82 $ 53.49 5.95 Granted 495,996 41.82 - 9.47 Exercised (3,155,170) 1.17 34.97 - Forfeited (153,224) 22.79 22.85 - Balance, December 31,2021 7,038,660 $ 8.70 $ 25.45 6.26 Granted 1,234,847 19.25 - 9.37 Exercised (2,083,016) 0.68 18.10 — Forfeited (415,969) 13.68 8.74 — Balance, December 31,2022 5,774,522 $ 13.56 $ 2.21 7.63 Exercisable at December 31,2022 3,459,673 $ 10.43 $ 2.91 7.09 Vested at December 31,2022 3,459,673 $ 10.43 $ 2.91 7.09 Range of stock option exercise prices at December 31, 2022: 3,752,112 $ 7.68 1,493,646 $ 19.47 528,764 $ 38.56 The grant date fair value of options to purchase common stock is recorded as stock-based compensation over the vesting period. As of December 31, 2022, unrecognized compensation cost associated with the Company’s outstanding stock options was $23,676, which is expected to be recognized over a weighted-average period of approximately 1.13 years. Stock Repurchase Program In December 2018, the Company’s board of directors (“the Board”) approved a stock repurchase program authorizing the Company to purchase up to $25.0 million of its common stock, which was later amended in November 2019 increasing the authorized repurchase amount to $75.0 million. In December 2020, the Board approved another amendment to the repurchase plan, increasing the total amount authorized to be purchased from $75.0 million to $400.0 million. In May 2022, the Board approved an increase to the total amount of its buyback program from $400.0 million to $500.0 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 Exchange Act, 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 cash and cash equivalents on hand. 10b 5-1 Repurchase Plan The Company maintains an internal stock repurchase program with program changes subject to Board consent. From time to time, the Company adopts written trading plans pursuant to Rule 10b5-1 of the Exchange Act to conduct repurchases on the open market. On January 10, 2022, the Company and Stephens Inc. entered into a form of Issuer Repurchase Plan (“Issuer Repurchase Plan”) which authorized Stephens to repurchase up to $10.0 million of its common stock per month. On May 3, 2022, the Board approved a form of first amendment to the Issuer Repurchase Plan to increase monthly repurchases from $10.0 million of its common stock per month up to $20.0 million, which amendment was signed May 6, 2022. On September 27, 2022, the Board approved and the Company entered into, a form of second amendment to the Issuer Repurchase Plan, to decrease the monthly repurchases from $20.0 million of its common stock per month to $13.3 million, in anticipation of volume decreases in connection with the contraction in the real estate market. On December 27, 2022, the Board approved and the Company entered into, a form of third amendment to the Issuer Repurchase Plan, to decrease the monthly repurchases from $13.3 million of its common stock per month to $10.0 million, in connection with ongoing contractions in the real estate market. 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. These shares are considered issued but not outstanding. The following table shows the changes in treasury stock for the periods presented: Year Ended December 31, (Shares of Treasury Stock) 2022 2021 2020 Treasury stock: Balance, beginning of year 6,751,692 2,534,494 925,364 Repurchases of common stock 12,408,430 4,217,198 1,609,130 Issuance of treasury stock (343,331) - - Balance, end of year 18,816,791 6,751,692 2,534,494 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | 11. EARNINGS PER SHARE Basic earnings per share is computed based on net income attributable to eXp shareholders divided by the basic weighted-average shares outstanding during the period. Dilutive earnings per share is computed consistently with the basic computation while giving effect to all dilutive potential common shares and common share equivalents that were outstanding during the period. The Company uses the treasury stock method to reflect the potential dilutive effect of unvested stock awards and unexercised options. The following table sets forth the calculation of basic and diluted earnings per share attributable to common stock during the periods presented: Year Ended December 31, 2022 2021 2020 Numerator: Net income attributable to common stock $ 15,442 $ 81,220 $ 31,131 Denominator: Weighted average shares - basic 151,036,110 146,170,871 138,572,358 Dilutive effect of common stock equivalents 5,184,055 11,558,503 12,977,717 Weighted average shares - diluted 156,220,165 157,729,374 151,550,075 Earnings per share: Earnings per share attributable to common stock- basic $ 0.10 $ 0.56 $ 0.22 Earnings per share attributable to common stock- diluted $ 0.10 $ 0.51 $ 0.21 For the years ended December 31, 2022, 2021 and 2020, total outstanding shares of common stock excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive were 1,000,421 , 102,880 and 283,842 , respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | 12. INCOME TAXES The following table provides the components of income before provision for income taxes by domestic and foreign subsidiaries: Year Ended December 31, 2022 2021 2020 Domestic $ 1,029 $ 32,804 $ 31,356 Foreign 3,559 929 47 Total $ 4,588 $ 33,733 $ 31,403 The components of the provision for (benefit from) income tax expense are as follows: Year Ended December 31, 2022 2021 2020 Current: Federal $ - $ - $ - State $ 737 $ 456 $ 275 Foreign 2,312 1,650 466 Total current income tax provision 3,049 2,106 741 Deferred Federal (11,444) (41,599) 23 State (1,674) (6,574) 24 Foreign (767) (1,420) (375) Total deferred income tax benefit (13,885) (49,593) (328) Total provision (benefit) for income taxes ($ 10,836) ($ 47,487) $ 413 The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows: Year Ended December 31, 2022 2021 2020 Statutory tax rate 21.00% 21.00% 21.00% State taxes 17.52% 5.22% 6.52% Permanent differences (0.40)% (0.08)% (0.09)% Research & Development Credit (37.23)% (4.53)% -% Unrecognized tax benefit -% -% (0.19)% Share-based compensation (271.31)% (109.20)% (42.09)% Sec. 162m compensation limitation 47.85% 8.12% 4.03% Foreign tax rate differential (1.65)% 0.27% 0.01% Valuation allowance -% (65.54)% 8.99% Prior year true up items (7.15)% 2.15% 3.07% Other net (4.82)% 1.86% 0.08% Total (236.19)% (140.73)% 1.33% Deferred tax assets and liabilities consist of the following for the periods presented: December 31, 2022 December 31,2021 Deferred tax assets: Net operating loss carryforward $ 41,192 $ 38,676 Accruals and Reserves 2,795 1,654 Intangibles & Research and Experimental Costs 8,658 - Research and Development Credit 3,826 1,529 Lease liability 48 269 Legal Settlement Accrual 286 2,591 Share-based compensation 11,871 8,108 Total gross deferred tax assets 68,676 52,827 Deferred tax liabilities: Property and equipment (3,467) (1,880) Intangibles/Goodwill (656) (496) Right of use lease asset (519) (357) Other (55) (48) Net deferred tax assets $ 63,979 $ 50,046 The Company accounts for deferred taxes under ASC Topic 740 – Income Taxes (“ASC 740”), which requires a reduction of the carrying amount of deferred tax assets by a valuation allowance if, based on available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the ASC 740 more-likely-than-not realization threshold criterion. This assessment considers matters such as future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. The evaluation of the recoverability of the deferred tax assets requires that the Company weigh all positive and negative evidence to reach a conclusion that it is more likely than not that all or some portion of the deferred tax assets will not be realized. The weight given to the evidence is commensurate with the extent to which it can be objectively verified. As of December 31, 2022, based on its assessment of the realizability of its net deferred tax assets, we reached the conclusion that our US federal, US State and foreign net deferred tax assets more-likely-than-not will be fully realized and therefore no valuation allowance was recorded. As of December 31, 2022, the Company had federal, state and foreign net operating losses of approximately $158.2 million, $85.3 million and $9.9 million, respectively. Out of the federal net operating loss, approximately $8.7 million will carry forward for 20 years and can offset 100% of future taxable income; and $149.5 million carries forward indefinitely and can offset 80% of future taxable income. As of December 31, 2022, the Company conducted an IRC Section 382 analysis with respect to its net operating loss carryforward and determined there was an immaterial limitation. As of December 31, 2022, the Company had federal and California Research and Development credits of approximately $4.6 million and $0.6 million, respectively. Federal credits can be carried forward for 20 years and will begin expiring in 2039. The California credit can be carried forward indefinitely. Undistributed earnings of the Company’s foreign subsidiaries are considered to be indefinitely reinvested and accordingly, no provision for applicable income taxes has been provided thereon. Upon distribution of those earnings, the Company would be subject to withholding taxes payable to various foreign countries. As of December 31, 2022 the undistributed earnings of the Company's foreign subsidiaries could result in withholding taxes of approximately $0.6 million, if repatriated. The Company maintains liabilities for uncertain tax positions. These liabilities involve considerable judgment and estimation and are continuously monitored by management based on the best information available, including changes in tax regulations, the outcome of relevant court cases and other information. A reconciliation of the beginning and ending amount of gross unrecognized benefits is as follows: Year Ended December 31, 2022 2021 2020 Unrecognized tax benefits - beginning of year $ 530 $ - $ 54 Gross increase for tax positions of prior years 199 325 - Gross increase for tax positions of current year 580 205 - Settlements - - (54) Unrecognized tax benefits - end of year $ 1,309 $ 530 $ - The unrecognized tax benefits relate to Federal and California research and development credits in 2022 and 2021 and to state taxes in 2020. As of December 31, 2022, the total amount of unrecognized tax benefits that would affect the Company effective tax rate, if recognized, is $0. The Company's policy is to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2022, the Company accrued interest or penalties related to uncertain tax positions in the amount of $0. The Company does not expect any of the uncertain tax positions to reverse during the next 12 months. During 2022, the Company completed its federal examination for 2019 with no change to the original filing. There are no state tax examinations in progress nor has it had any state tax examinations since its inception. Because the Company has net operating loss carryforwards, there are open statutes of limitations in which federal taxing authorities may examine the Company's tax returns for all years from December 31, 2011 through the current period. US State taxing authorities may examine the Company's tax return for all years from December 31, 2014 through the current period and foreign tax authorities may examine the Company’s tax return for all years from December 31, 2019 through the current period. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 13. COMMITMENTS AND CONTINGENCIES From time to time, the Company is subject to potential liability under laws and government regulations and various claims and legal actions that may be asserted against us that could have a material adverse effect on the business, reputation, results of operations or financial condition. Such litigation may include, but is not limited to, actions or claims relating to sensitive data, including proprietary business information and intellectual property and that of clients and personally identifiable information of employees and contractors, cyber-attacks, data breaches and non-compliance with contractual or other legal obligations. In March and April 2022, an indirect subsidiary and unconsolidated joint venture of the Company, SUCCESS Lending, entered into Mortgage Warehouse Agreements and related ancillary agreements (the “Credit Agreements”) with Flagstar Bank FSB and Texas Capital Bank, which each provide SUCCESS Lending with a revolving warehouse credit line of up to $25 million. It is customary for mortgage businesses like SUCCESS Lending to obtain warehouse credit lines in order to enable them to close and fund residential mortgage loans for subsequent sale to investors. SUCCESS Lending will use the borrowing capacity under the Credit Agreements exclusively for such purposes and borrowings will generally be repaid with the proceeds received from the sale of mortgage loans. In connection with the Credit Agreements, the Company has entered into Capital Maintenance Agreements with each of Flagstar Bank FSB and Texas Capital Bank whereby the Company agrees to provide certain funds necessary to ensure that SUCCESS Lending is at all times in compliance with its financial covenants under the Credit Agreements. The Company’s capital commitment liability under the Capital Maintenance Agreement with Flagstar Bank FSB is limited to $2.0 million. The Company’s capital commitment liability under the Capital Maintenance Agreement with Texas Capital Bank is limited to $1.25 million. The Credit Agreements represent off-balance sheet arrangements for the Company. There are no matters pending or, to the Company’s knowledge, threatened that are expected to have a material adverse impact on the business, reputation, results of operations, or financial condition. There are no proceedings in which any of the Company’s directors, officers or affiliates, or any registered or beneficial stockholder is an adverse party or has a material interest adverse to the Company’s interest. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | 14. SEGMENT INFORMATION In prior years, management made operating decisions and assessed performance based on product lines, with three operating segments and one single reportable segment. In December of 2022, as a result of the growth in international operations and changes in the North American markets, the Company revised the presentation of segment information to align with changes to how the Chief Operating Decision Maker (“CODM”), Glenn Sanford, Chief Executive Officer of eXp World Holdings and eXp Realty, manages the business and allocates resources as four operating segments. The Company determines an operating segment if a component (i) engages in business activities from which it earns revenues and incurs expenses, (ii) has discrete financial information and is (iii) regularly reviewed by the CODM. Once operating segments are identified, the Company performs a quantitative analysis of the current and historic revenues and profitability for each operating segment, together with a qualitative assessment to determine if operating segments have similar operating characteristics. In December 2022, we determined that we have the four operating segments and four reportable segments. The CODM uses revenues and Adjusted Segment EBITDA as key metrics to evaluate the operating and financial performance of a segment, identify trends affecting the segments, develop projections and make strategic business decisions. Adjusted Segment EBITDA for the reportable segments is defined as operating profit (loss) plus depreciation and amortization and stock-based compensation expenses. The Company’s four reportable segments as follows: ● North American Realty: includes real estate brokerage operations in the United States and Canada, as well as lead-generation and other real estate support services provided in North America. ● International Realty: includes real estate brokerage operations in all other international locations. ● Virbela: includes Virbela enterprise metaverse technology and the support services offered by eXp World Technologies. ● Other Affiliated Services which includes our SUCCESS ® Magazine and other smaller ventures. The Company also reports corporate expenses, as further detailed below, as “Corporate and other” which include expenses incurred in connection with business development support provided to the agents as well as resources, including administrative, brokerage operations and legal functions. All segments follow the same basis of presentation and accounting policies as those described throughout the Notes to the Audited Consolidated Financial Statements included herein. The following table provides information about the Company’s reportable segments and a reconciliation of the total segment Revenues to consolidated Revenues and Adjusted Segment EBITDA to the consolidated operating profit (in thousands). Financial information for the comparable prior periods presented have been revised to conform with the current year presentation. Revenues Year Ended December 31, 2022 2021 2020 North American Realty $ 4,552,938 $ 3,745,354 $ 1,791,446 International Realty 35,924 17,804 2,004 Virbela 8,485 8,615 5,736 Other Affiliated Services 5,084 2,896 327 Revenues reconciliation: Segment eliminations (4,270) (3,499) (1,228) Consolidated revenues $ 4,598,161 $ 3,771,170 $ 1,798,285 Year Ended December 31, 2022 2021 2020 North American Realty $ 103,255 $ 116,800 $ 73,649 International Realty (13,708) (9,138) (1,615) Virbela (9,642) (12,637) (5,017) Other Affiliated Services (2,600) (3,322) (380) Corporate expenses and other (16,756) (13,708) (8,796) Consolidated Adjusted EBITDA $ 60,549 $ 77,995 $ 57,841 Operating Profit Reconciliation: Depreciation and amortization expense 9,838 6,248 4,214 Stock compensation expense 30,861 24,493 15,239 Stock option expense 14,442 13,102 6,801 Consolidated operating profit $ 5,408 $ 34,152 $ 31,587 Geographical information For the years ended December 31, 2022, 2021 and 2020 approximately 9%, 8% and 5% , respectively, of the Company’s total revenue was generated outside of the U.S. Long-lived assets held outside of the U.S. were The Company’s CODM does not use segment assets to allocate resources or to assess performance of the segments and therefore, total segment assets have not been disclosed. |
DEFINED CONTRIBUTION SAVINGS PL
DEFINED CONTRIBUTION SAVINGS PLAN | 12 Months Ended |
Dec. 31, 2022 | |
DEFINED CONTRIBUTION SAVINGS PLAN | |
DEFINED CONTRIBUTION SAVINGS PLAN | 15. DEFINED CONTRIBUTION SAVINGS PLAN The Company offers a defined contribution savings plan to provide eligible employees with a retirement benefit that permits eligible employees the opportunity to actively participate in the process of building a personal retirement fund. The Company sponsors the defined contribution savings plan. The Company matches a portion of contributions made by participating employees. For the years ended December 31, 2022, 2021 and 2020, the Company's costs for contributions to this plan were $4,720, $3,196 and $1,189, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 16. SUBSEQUENT EVENTS Quarterly Cash Dividend On February 9, 2023, our Board of Directors approved a cash dividend of $0.045 per common share to be paid on March 31, 2023 to shareholders of record on March 13, 2023.The ex-dividend date is expected to be March 10, 2023. The dividend will be paid in cash. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of consolidation | Principles of consolidation The accompanying consolidated financial statements include the accounts of eXp World Holdings, Inc., its wholly-owned subsidiaries and entities in which we have a variable interest of which we are the primary beneficiary. 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 or cost method of accounting for investments. 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. |
Variable interest entities and noncontrolling interests | Variable interest entities and noncontrolling interests A company is deemed to be the primary beneficiary of a VIE and must consolidate the entity if the company has both: (i) (ii) In 2019, the Company made capital contributions in consideration for an ownership interest in First Cloud Investment Group, LLC (“First Cloud”), a Nevada limited liability company providing mortgage origination for end-consumers, with the remaining ownership interests held by certain independent agents and brokers. Under the terms of the operating agreement, the Company maintains at least a 50% equity ownership interest in First Cloud. 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 a noncontrolling interest. The noncontrolling interest balance is adjusted each period to reflect the allocation of net income and other comprehensive income attributable to the noncontrolling interest, as shown in the consolidated statements of comprehensive income. The noncontrolling interest balance in the consolidated balance sheets represents the proportional share of the equity of the joint venture entity, which is attributable to the noncontrolling shareholders. As of December 31, 2022, First Cloud’s operations have ceased and are not material to the Company’s financial position or results of operations. |
Joint ventures | Joint ventures A joint venture is a contractual arrangement whereby the Company and other parties undertake an economic activity through a jointly controlled entity. Joint control exists when strategic, financial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control. Joint ventures are accounted for using the equity method and are recognized initially at cost. Joint ventures are typically included in the Other Affiliated Services, unless the joint venture specifically supports one of the reportable segments. The Company has investments in a joint venture, Silverline Title & Escrow, LLC (“Silverline”), which operates and manages a title agency that performs, among other functions, core title agent services (for which liabilities arises), including the evaluation of searches to determine the insurability of title, the clearance of underwriting objections, the actual issuance of policies on behalf of insurance companies and, where customary, the issuance of title commitments and the conducting of title searchers. As of December 31, 2022, Silverline’s operations were wound down in preparation for dissolution in 2023. In July 2021, the Company entered into a joint venture with Kind Partners, LLC, a subsidiary of Kind Lending, LLC, forming SUCCESS Lending, LLC (“SUCCESS Lending”), a residential mortgage service company. None of these joint venture investments are consolidated and the Company recognizes its share of income and expenses and equity movement in the joint ventures in proportion to their percentage of ownership. As of December 31, 2022, Silverline and SUCCESS Lending’s operations are not material to the Company’s financial position or results of operations. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“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 credit losses, 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. |
Reclassifications | Reclassifications When necessary, the Company will reclassify certain amounts in prior-period financial statements to conform to the current period’s presentation. No material reclassifications occurred during the current period. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include cash on hand, money market instruments and all other highly liquid investments purchased with an original or remaining maturity of three months or less at the date of acquisition. |
Restricted cash | Restricted cash 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 is transferred from escrow, the Company reduces the respective customers’ deposit liability. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet that sum to the total of the same such amounts shown on the statement of cash flows. December 31,2021 December 31,2020 Cash and cash equivalents $ 108,237 $ 100,143 Restricted cash 67,673 27,781 Total cash, cash equivalents and restricted cash, beginning balance $ 175,910 $ 127,924 December 31, 2022 December 31, 2021 Cash and cash equivalents $ 121,594 $ 108,237 Restricted cash 37,789 67,673 Total cash, cash equivalents and restricted cash, ending balance $ 159,383 $ 175,910 |
Fair value measurements | Fair value measurements 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: Input Level Definitions 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. The Company values its money market funds at fair value on a recurring basis. |
Accounts receivable and allowance for expected credit losses | Accounts receivable and allowance for expected credit losses 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 accounts receivable is separated into three categories to evaluate an allowance under the CECL impairment model. The three categories include agent non-commission based fees, agent short-term advances and commissions receivable for real estate property settlements. The Company increases the allowance for expected credits losses when the Company determines all or a portion of a receivable is uncollectable. The Company recognizes recoveries as a decrease to the allowance for expected credit losses. During 2022, given the changes in the real estate markets, the Company increased its allowances for expected credit losses, for real estate transactions, to better reflect the collection rates on certain of the aging receivable balances in 2022. As of December 31, 2022 and 2021, receivables from real estate property settlements totaled $79,135 and $128,499, respectively, of which the Company recognized expected credit losses of $3,127 and $0 as of December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021 agent non-commission based fees receivable and short-term advances totaled $12,141 and $7,188, respectively of which the Company recognized expected credit losses of $887 and $2,198, respectively. |
Foreign currency translation | Foreign currency translation The Company’s functional and reporting currency is the United States dollar and the functional currency of the Company’s foreign subsidiaries is the local currency of their country of domicile. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the consolidated statements of operations in other (income) expense, net. The Company does not employ a hedging strategy to manage the impact of foreign currency fluctuations. |
Fixed assets | Fixed assets Fixed assets are stated at historical cost and are depreciated on the straight-line method over the estimated useful lives. Useful lives are: Computer hardware and software: 3 Furniture, fixtures and equipment: 5 Maintenance and repairs are expensed as incurred. Expenditures that substantially increase an asset’s useful life or improve an asset’s functionality are capitalized. The Company capitalizes the costs associated with developing its internal-use cloud-based residential real-estate transaction system. Capitalized costs are primarily related to costs incurred in relation to internally created software during the application development stage including costs for upgrades and enhancements that result in additional functionality. |
Leases | Leases Leases are agreements, or terms within agreements, that convey the right to control the use of and receive substantially all of the economic benefit from an identified asset for a period of time in exchange for consideration. The Company currently only possesses office space leases . Right-of-use assets The Company recognizes right-of-use (“ROU”) assets at the commencement date of the lease. ROU assets are measured at cost, less accumulated depreciation and impairment losses and are adjusted concurrently with the remeasurement of corresponding lease liabilities resulting from a change in future lease payments or a change in the assessment of whether any purchase, extension, or termination options will be exercised. The cost of ROU assets includes the amount of lease liabilities recognized, initial direct costs incurred and lease payments made at or before the commencement date less any lease incentives received, if any. Unless the Company is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the ROU assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Lease liabilities At the commencement date of a lease, the Company recognizes a lease liability measured at the present value of the lease payments to be made over the lease term. Variable lease payments are recognized as expenses in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the implicit interest rate in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced by the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, or a change in the assessment to purchase the underlying asset. Short-term leases and leases of low-value assets The Company applies the short-term lease recognition exemption to leases that have a lease term of 12 months or less from the commencement date and which do not contain a purchase option. The Company does not capitalize leases with a present value of below its minimum capitalization threshold as it would not materially affect the Company’s financial position or results of operations. Lease payments on short-term leases and low-value leases are recognized as expenses on a straight-line basis over the lease term. Refer to Note 10 – Leases for more information. |
Goodwill and Intangible Assets | 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 reporting unit is less than its carrying amount. 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. The Company did not recognize any impairments for either of the years ended December 31, 2022 and 2021. Intangible assets The Company’s intangible assets are finite lived and consist primarily of trade name, technology and customer relationships. Each intangible asset is amortized on a straight-line basis over its useful life, ranging from 3 to 10 years. The Company evaluates its intangible assets for recoverability and potential impairment, or as events or changes in circumstances indicate the carrying value may be impaired. The Company recognized no impairment for the year ended December 31, 2022 and 2021. |
Software development costs | Software development costs The Company capitalizes software development costs related to products to be sold, leased, or marketed to external users and internal-use software. |
Business Combinations | Business combinations The Company accounts for business combinations using the acquisition method of accounting, under which the consideration for the acquisition is allocated to the assets acquired and liabilities assumed. The Company recognizes identifiable assets acquired and liabilities assumed at the acquisition date fair values as determined by management as of the acquisition date. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates and market factors. These assumptions and estimates include projected revenues and income growth rates, terminal growth rates, competitive and consumer trends, market-based discount rates and other market factors. If current expectations of future growth rates are not met or market factors outside of the Company’s control change significantly, then goodwill or intangible assets may become impaired. Additionally, as goodwill and intangible assets associated with recently acquired businesses are recorded on the balance sheet at their estimated acquisition date fair values, those amounts are more susceptible to impairment risk if business operating results or macroeconomic conditions deteriorate. Acquisition-related costs, such as due diligence, legal and accounting fees, are expensed as incurred and not considered in determining the fair value of the acquired assets. |
Impairment of long-lived assets | Impairment of long-lived assets The Company periodically evaluates the carrying value of long-lived assets to be held and used when events and circumstances warrant such a review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is less than its carrying value. When assets are considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. |
Stock-based compensation | Stock-based compensation Our stock-based compensation is comprised of employee equity incentives, agent growth incentive programs, agent equity program and stock option awards. Stock-based compensation is more fully disclosed in Note 10 – Stockholders’ 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 are recognized over the requisite service period of the awards, usually the vesting period, on a straight-line basis, net of forfeitures. The Company reduces 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 North American Realty and International Realty segments and generates a de minimis portion of its revenues from software subscription (Virbela segment) and professional services. The Company does not have contracts with customers that provide variable consideration. North American Realty and International Realty 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. The Company estimates and accrues revenue to which it is entitled to for closed transactions but has yet to receive all the necessary closing documents. 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 charged by the Company are 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. Disaggregated revenue The Company primarily operates as a real estate brokerage firm and discloses disaggregated revenue from services to customers across its four reportable segments to provide additional insight into the future recognition of revenue and cash flows. The vast majority of the Company’s revenue is derived from providing real estate brokerage services, to purchasers and sellers of homes in the U.S., Canada and internationally. See Note 14 – Segment Information Management provides disaggregation of revenue from its services to customers to provide additional insight into the future recognition of revenue and cash flows. |
Revenue share expenses | Revenue share expenses The Company has a revenue sharing plan where its agents and brokers can receive additional commission income from real estate transactions consummated by agents and brokers they have attracted to the Company. Agents and brokers are eligible for revenue share based on the number of frontline qualifying active (“FLQA”) agents they have attracted to the Company. An FLQA agent is an agent or broker that an agent has personally attracted to the Company who has met specific real estate transaction volume requirements. These additional commissions are earned on a multitiered basis by FLQA agents and brokers for real estate transactions within their downstream brokerage network. Commissions to agents and brokers under the revenue sharing plan are included as part of commissions and other agent-related costs in the consolidated statements of comprehensive income. |
Advertising and marketing costs | Advertising and marketing costs Advertising and marketing costs are generally expensed in the period incurred. Advertising and marketing expenses are included in the sales and marketing expense line item on the accompanying consolidated statements of comprehensive income. For the years ended December 31, 2022, 2021 and 2020, the Company incurred advertising and marketing expenses of $15,359, $12,180 and $5,223, respectively. |
Income taxes | Income taxes The Company records income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse. The Company recognizes the effect on deferred income taxes of a change in tax rates in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby: (i) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. |
Comprehensive income | Comprehensive income The Company’s only components of comprehensive income are net income and foreign currency translation adjustments. |
Earnings per share | Earnings per share Basic earnings (loss) per share is computed by dividing the net income for the period by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income for the period by the weighted average number of shares of common stock outstanding plus, if potentially dilutive common shares outstanding during the period. The Company has paid dividends in 2022 and 2021. The Company does not have participating shares outstanding. |
Accounting pronouncements | Accounting pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting standards that have been issued that might have a material impact on its financial position and results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Cash | December 31,2021 December 31,2020 Cash and cash equivalents $ 108,237 $ 100,143 Restricted cash 67,673 27,781 Total cash, cash equivalents and restricted cash, beginning balance $ 175,910 $ 127,924 December 31, 2022 December 31, 2021 Cash and cash equivalents $ 121,594 $ 108,237 Restricted cash 37,789 67,673 Total cash, cash equivalents and restricted cash, ending balance $ 159,383 $ 175,910 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Zoocasa Realty, Inc. | |
Schedule of allocation of purchase prince | Identifiable assets acquired and goodwill Cash $ 2,772 Accounts receivable, net 677 Prepaid & other current assets 94 Fixed assets, net 39 Zoocasa tradename 585 Existing technology 363 Non-compete 333 Goodwill 14,156 Liabilities assumed Deferred liabilities & other current liabilities 1,864 Total purchase price $ 17,155 |
PREPAIDS AND OTHER ASSETS (Tabl
PREPAIDS AND OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PREPAIDS AND OTHER ASSETS | |
Schedule of Prepaid and Other Current Assets | December 31, 2022 December 31, 2021 Prepaid expenses $ 5,580 $ 5,834 Prepaid insurance 2,293 3,465 Rent deposits 15 136 Other assets (includes inventory) 580 481 Total prepaid expenses $ 8,468 $ 9,916 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
PROPERTY, PLANT AND EQUIPMENT, NET | |
Schedule of plant, property and equipment | December 31, 2022 December 31,2021 Computer hardware and software $ 34,206 $ 20,824 Furniture, fixture and equipment 20 26 Total depreciable property and equipment 34,226 20,850 Less: accumulated depreciation (19,282) (11,711) Depreciable property, net 14,944 9,139 Assets under development 3,207 6,763 Property, plant and equipment, net $ 18,151 $ 15,902 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
GOODWILL AND INTANGIBLE ASSETS | |
Schedule of Goodwill | Changes in the carrying amount of goodwill were: December 31, 2022 December 31,2021 Goodwill $ 12,945 $ 12,945 Acquisitions 14,156 - Currency translation impact 111 - Total goodwill $ 27,212 $ 12,945 |
Schedule of Definite-Lived Assets | Definite-lived intangible assets were as follows: December 31, 2022 December 31,2021 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Trade name $ 3,459 ($ 841) $ 2,618 $ 2,868 ($ 554) $ 2,314 Existing technology 3,995 (2,458) 1,537 1,846 (1,102) 744 Non-competition agreements 461 (125) 336 125 (125) - Customer relationships 1,895 (551) 1,344 1,895 (361) 1,534 Licensing agreement 210 (181) 29 210 (110) 100 Intellectual property 2,836 - 2,836 2,836 - 2,836 Total intangible assets $ 12,856 ($ 4,156) $ 8,700 $ 9,780 ($ 2,252) $ 7,528 |
Schedule of Definite-Lived Future Amortization Expense | As of December 31, 2022, expected amortization related to definite-lived intangible assets will be: Expected amortization 2023 $ 2,185 2024 1,439 2025 1,013 2026 849 2027 and thereafter 3,214 Total $ 8,700 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
ACCRUED EXPENSES | |
Schedule of Accrued Expenses | December 31, 2022 December 31, 2021 Commissions payable $ 56,786 $ 81,563 Payroll payable 6,236 5,642 Taxes payable 2,124 2,553 Stock liability awards 3,885 4,341 Other accrued expenses 9,913 17,573 $ 78,944 $ 111,672 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
LEASES | |
Schedule of future operating lease payments | Period Ending December 31, 2023 $ 172 2024 104 2025 93 2026 93 2027 93 2028 and thereafter 323 Total lease payments 878 Less: interest (9) Total operating lease liabilities $ 869 |
Schedule of other lease information | Year Ended December 31, 2022 2021 Other information Operating lease expense $ 409 $ 448 Short-term lease expense 542 70 Cash paid for operating leases 258 1,828 Weighted-average remaining lease term (years) – operating leases (1) 7.7 7.0 Weighted-average discount rate – operating leases 5.165% 5.043% (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. |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of common stock issued roll forward | Year Ended December 31, (Shares of Common Stock) 2022 2021 2020 Common stock: Balance, beginning of year 155,516,284 146,677,786 132,398,616 Shares issued for stock options exercised 2,105,237 3,155,170 6,538,628 Agent growth incentive stock compensation 2,571,569 2,037,942 1,978,072 Agent equity stock compensation 11,462,940 3,645,386 5,762,470 Balance, end of year 171,656,030 155,516,284 146,677,786 |
Schedule of Restricted stock activity | The following table illustrates the Company’s stock activity for the Agent Growth Incentive Program for stock awards where the performance metric has been achieved for the following periods: Weighted Average Grant Date Shares Fair Value Balance, December 31,2020 6,550,390 $ 6.75 Granted 1,267,270 40.87 Vested and issued (2,062,212) 7.54 Forfeited (580,794) 13.84 Balance, December 31,2021 5,174,654 $ 13.92 Granted 3,829,990 15.29 Vested and issued (2,542,696) 6.28 Forfeited (762,951) 18.80 Balance, December 31,2022 5,698,997 $ 17.68 |
Schedule of stock options fair value assumptions | 2022 2021 2020 Expected term 5 - 6 years 5 - 6 years 5 - 6 years Expected volatility 72.84% - 76.49% 68.85% - 86.33% 69.01% - 116.16% Risk-free interest rate 1.49% - 4.10% 0.44% - 1.33% 0.21% - 1.58% Dividend yield 0.53% - 1.48% 0.00% - 0.00% 0.00% - 0.00% |
Schedule of stock option activity | Weighted Average Weighted Remaining Average Contractual Term Options Exercise Price Intrinsic Value (Years) Balance, December 31,2020 9,851,058 $ 4.82 $ 53.49 5.95 Granted 495,996 41.82 - 9.47 Exercised (3,155,170) 1.17 34.97 - Forfeited (153,224) 22.79 22.85 - Balance, December 31,2021 7,038,660 $ 8.70 $ 25.45 6.26 Granted 1,234,847 19.25 - 9.37 Exercised (2,083,016) 0.68 18.10 — Forfeited (415,969) 13.68 8.74 — Balance, December 31,2022 5,774,522 $ 13.56 $ 2.21 7.63 Exercisable at December 31,2022 3,459,673 $ 10.43 $ 2.91 7.09 Vested at December 31,2022 3,459,673 $ 10.43 $ 2.91 7.09 Range of stock option exercise prices at December 31, 2022: 3,752,112 $ 7.68 1,493,646 $ 19.47 528,764 $ 38.56 |
Schedule of shares repurchased | Year Ended December 31, (Shares of Treasury Stock) 2022 2021 2020 Treasury stock: Balance, beginning of year 6,751,692 2,534,494 925,364 Repurchases of common stock 12,408,430 4,217,198 1,609,130 Issuance of treasury stock (343,331) - - Balance, end of year 18,816,791 6,751,692 2,534,494 |
Agent Growth Incentive Program | |
Changes in the Company's stock compensation liability | The following table illustrates changes in the Company’s stock compensation liability for the periods presented: Amount Stock grant liability balance at December 31, 2020 $ 2,093 Stock grant liability increase year to date 4,977 Stock grants reclassified from liability to equity year to date (2,729) Balance, December 31, 2021 $ 4,341 Stock grant liability increase year to date 2,056 Stock grants reclassified from liability to equity year to date (2,512) Balance, December 31, 2022 $ 3,885 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
EARNINGS PER SHARE | |
Schedule of calculation of basic and diluted earnings per share | Year Ended December 31, 2022 2021 2020 Numerator: Net income attributable to common stock $ 15,442 $ 81,220 $ 31,131 Denominator: Weighted average shares - basic 151,036,110 146,170,871 138,572,358 Dilutive effect of common stock equivalents 5,184,055 11,558,503 12,977,717 Weighted average shares - diluted 156,220,165 157,729,374 151,550,075 Earnings per share: Earnings per share attributable to common stock- basic $ 0.10 $ 0.56 $ 0.22 Earnings per share attributable to common stock- diluted $ 0.10 $ 0.51 $ 0.21 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
Schedule of taxable income by domestic and foreign subsidiaries | Year Ended December 31, 2022 2021 2020 Domestic $ 1,029 $ 32,804 $ 31,356 Foreign 3,559 929 47 Total $ 4,588 $ 33,733 $ 31,403 |
Schedule of Income Tax Expense (Benefit) | Year Ended December 31, 2022 2021 2020 Current: Federal $ - $ - $ - State $ 737 $ 456 $ 275 Foreign 2,312 1,650 466 Total current income tax provision 3,049 2,106 741 Deferred Federal (11,444) (41,599) 23 State (1,674) (6,574) 24 Foreign (767) (1,420) (375) Total deferred income tax benefit (13,885) (49,593) (328) Total provision (benefit) for income taxes ($ 10,836) ($ 47,487) $ 413 |
Federal Statutory Rate Reconciliation | Year Ended December 31, 2022 2021 2020 Statutory tax rate 21.00% 21.00% 21.00% State taxes 17.52% 5.22% 6.52% Permanent differences (0.40)% (0.08)% (0.09)% Research & Development Credit (37.23)% (4.53)% -% Unrecognized tax benefit -% -% (0.19)% Share-based compensation (271.31)% (109.20)% (42.09)% Sec. 162m compensation limitation 47.85% 8.12% 4.03% Foreign tax rate differential (1.65)% 0.27% 0.01% Valuation allowance -% (65.54)% 8.99% Prior year true up items (7.15)% 2.15% 3.07% Other net (4.82)% 1.86% 0.08% Total (236.19)% (140.73)% 1.33% |
Schedule of Deferred Tax Assets | December 31, 2022 December 31,2021 Deferred tax assets: Net operating loss carryforward $ 41,192 $ 38,676 Accruals and Reserves 2,795 1,654 Intangibles & Research and Experimental Costs 8,658 - Research and Development Credit 3,826 1,529 Lease liability 48 269 Legal Settlement Accrual 286 2,591 Share-based compensation 11,871 8,108 Total gross deferred tax assets 68,676 52,827 Deferred tax liabilities: Property and equipment (3,467) (1,880) Intangibles/Goodwill (656) (496) Right of use lease asset (519) (357) Other (55) (48) Net deferred tax assets $ 63,979 $ 50,046 |
Schedule of reconciliation of the beginning and ending amount of gross unrecognized benefits | Year Ended December 31, 2022 2021 2020 Unrecognized tax benefits - beginning of year $ 530 $ - $ 54 Gross increase for tax positions of prior years 199 325 - Gross increase for tax positions of current year 580 205 - Settlements - - (54) Unrecognized tax benefits - end of year $ 1,309 $ 530 $ - |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
SEGMENT INFORMATION | |
Schedule of segment's financial information | The following table provides information about the Company’s reportable segments and a reconciliation of the total segment Revenues to consolidated Revenues and Adjusted Segment EBITDA to the consolidated operating profit (in thousands). Financial information for the comparable prior periods presented have been revised to conform with the current year presentation. Revenues Year Ended December 31, 2022 2021 2020 North American Realty $ 4,552,938 $ 3,745,354 $ 1,791,446 International Realty 35,924 17,804 2,004 Virbela 8,485 8,615 5,736 Other Affiliated Services 5,084 2,896 327 Revenues reconciliation: Segment eliminations (4,270) (3,499) (1,228) Consolidated revenues $ 4,598,161 $ 3,771,170 $ 1,798,285 Year Ended December 31, 2022 2021 2020 North American Realty $ 103,255 $ 116,800 $ 73,649 International Realty (13,708) (9,138) (1,615) Virbela (9,642) (12,637) (5,017) Other Affiliated Services (2,600) (3,322) (380) Corporate expenses and other (16,756) (13,708) (8,796) Consolidated Adjusted EBITDA $ 60,549 $ 77,995 $ 57,841 Operating Profit Reconciliation: Depreciation and amortization expense 9,838 6,248 4,214 Stock compensation expense 30,861 24,493 15,239 Stock option expense 14,442 13,102 6,801 Consolidated operating profit $ 5,408 $ 34,152 $ 31,587 |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Details) - segment | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | ||||
Number of reportable segments | 4 | 4 | 1 | 1 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) segment | Dec. 31, 2020 USD ($) segment | Dec. 31, 2019 | |
Allowance for doubtful accounts receivable | $ 4,014,000 | $ 4,014,000 | $ 2,198,000 | ||
Goodwill, impairment | 0 | 0 | |||
Impairments of intangible assets | 0 | 0 | $ 225,000 | ||
Accounts receivable, net | $ 87,262,000 | 87,262,000 | 133,489,000 | ||
Advertising and marketing costs | $ 15,359,000 | $ 12,180,000 | $ 5,223,000 | ||
Number of reportable segments | segment | 4 | 4 | 1 | 1 | |
Real estate property settlements | |||||
Allowance for doubtful accounts receivable | $ 3,127,000 | $ 3,127,000 | $ 0 | ||
Accounts receivable, net | 79,135,000 | 79,135,000 | 128,499,000 | ||
Agent non-commission based fees and short term advances receivable | |||||
Allowance for doubtful accounts receivable | 887,000 | 887,000 | 2,198,000 | ||
Accounts receivable, net | $ 12,141,000 | $ 12,141,000 | $ 7,188,000 | ||
Minimum | |||||
Useful life of intangible assets | 3 years | ||||
Minimum | Computer hardware and software | |||||
Property and equipment useful lives | 3 years | ||||
Minimum | Furniture, fixtures and equipment | |||||
Property and equipment useful lives | 5 years | ||||
Maximum | |||||
Useful life of intangible assets | 10 years | ||||
Maximum | Computer hardware and software | |||||
Property and equipment useful lives | 5 years | ||||
Maximum | Furniture, fixtures and equipment | |||||
Property and equipment useful lives | 7 years | ||||
Primary beneficiary | First Cloud Investment Group LLC | |||||
Equity method investment, ownership percentage | 50% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Cash) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Cash and cash equivalents | $ 121,594 | $ 108,237 | $ 100,143 | |
Restricted cash | 37,789 | 67,673 | 27,781 | |
Total cash, cash equivalents, and restricted cash | $ 159,383 | $ 175,910 | $ 127,924 | $ 47,074 |
ACQUISITIONS (Narrative) (Detai
ACQUISITIONS (Narrative) (Details) $ in Thousands | 12 Months Ended | |||
Jul. 01, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) entity | Dec. 31, 2020 USD ($) | |
Goodwill | $ 14,156 | |||
Acquisition cash paid amount | $ 9,910 | $ 2,500 | $ 10,502 | |
Number of businesses acquired | entity | 0 | |||
Zoocasa Realty, Inc. | ||||
Business acquisition, name of acquired entity | Zoocasa Realty, Inc. | |||
Purchase price | $ 17,155 | |||
Cash acquired | 2,772 | |||
Goodwill | 14,156 | |||
Stock issued from treasury | 4,554 | |||
Cash paid for acquisition | $ 9,910 |
ACQUISITIONS (Schedule of alloc
ACQUISITIONS (Schedule of allocation of purchase prince) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jul. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill | $ 27,212 | $ 12,945 | $ 12,945 | |
Zoocasa Realty, Inc. | ||||
Cash acquired | $ 2,772 | |||
Accounts receivable | 677 | |||
Prepaid & other current assets | 94 | |||
Fixed assets | 39 | |||
Goodwill | 14,156 | |||
Liabilities assumed: | ||||
Deferred liabilities & other current liabilities | 1,864 | |||
Total purchase price | 17,155 | |||
Trade name | Zoocasa Realty, Inc. | ||||
Intangible assets | 585 | |||
Existing technology | Zoocasa Realty, Inc. | ||||
Intangible assets | 363 | |||
Non-competition agreements | Zoocasa Realty, Inc. | ||||
Intangible assets | $ 333 |
FAIR VALUE MEASUREMENTS (Narrat
FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Money Market Funds | ||
Money market funds | $ 44,062 | $ 43,386 |
PREPAIDS AND OTHER ASSETS (Sche
PREPAIDS AND OTHER ASSETS (Schedule of Prepaid and Other Current Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
PREPAIDS AND OTHER ASSETS | ||
Prepaid expenses | $ 5,580 | $ 5,834 |
Prepaid insurance | 2,293 | 3,465 |
Rent deposits | 15 | 136 |
Other assets (includes inventory) | 580 | 481 |
Total prepaid expenses | $ 8,468 | $ 9,916 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
PROPERTY, PLANT AND EQUIPMENT, NET | |||
Depreciation expense | $ 7,934 | $ 4,974 | $ 3,360 |
PROPERTY, PLANT AND EQUIPMENT_4
PROPERTY, PLANT AND EQUIPMENT, NET (Schedule of Fixed assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Total depreciable property and equipment | $ 34,226 | $ 20,850 |
Less: accumulated depreciation | (19,282) | (11,711) |
Depreciable property, net | 14,944 | 9,139 |
Assets under development | 3,207 | 6,763 |
Property, plant, and equipment, net | 18,151 | 15,902 |
Computer hardware and software | ||
Total depreciable property and equipment | 34,206 | 20,824 |
Furniture, fixtures and equipment | ||
Total depreciable property and equipment | $ 20 | $ 26 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
GOODWILL AND INTANGIBLE ASSETS | |||
Amortization of intangible assets | $ 1,904,000 | $ 1,274,000 | $ 629,000 |
Goodwill, impairment loss | $ 0 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (Schedule of Goodwill) (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
GOODWILL AND INTANGIBLE ASSETS | |
Goodwill, Beginning Balance | $ 12,945,000 |
Impairment losses | 0 |
Acquisitions | 14,156,000 |
Currency translation impact | 111,000 |
Goodwill, Ending Balance | $ 27,212,000 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS (Schedule of Definite-Lived Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 12,856 | $ 9,780 |
Accumulated Amortization | (4,156) | (2,252) |
Net Carrying Amount | 8,700 | 7,528 |
Intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 2,836 | 2,836 |
Net Carrying Amount | 2,836 | 2,836 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 3,459 | 2,868 |
Accumulated Amortization | (841) | (554) |
Net Carrying Amount | 2,618 | 2,314 |
Existing technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 3,995 | 1,846 |
Accumulated Amortization | (2,458) | (1,102) |
Net Carrying Amount | 1,537 | 744 |
Non-competition agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 461 | 125 |
Accumulated Amortization | (125) | (125) |
Net Carrying Amount | 336 | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 1,895 | 1,895 |
Accumulated Amortization | (551) | (361) |
Net Carrying Amount | 1,344 | 1,534 |
Licensing agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 210 | 210 |
Accumulated Amortization | (181) | (110) |
Net Carrying Amount | $ 29 | $ 100 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS (Schedule of Definite-Lived Future Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
GOODWILL AND INTANGIBLE ASSETS | ||
2023 | $ 2,185 | |
2024 | 1,439 | |
2025 | 1,013 | |
2026 | 849 | |
2027 and thereafter | 3,214 | |
Net Carrying Amount | $ 8,700 | $ 7,528 |
ACCRUED EXPENSES (Schedule of A
ACCRUED EXPENSES (Schedule of Accrued Expenses) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
ACCRUED EXPENSES | ||
Commissions payable | $ 56,786 | $ 81,563 |
Payroll payable | 6,236 | 5,642 |
Taxes payable | 2,124 | 2,553 |
Stock liability awards | 3,885 | 4,341 |
Other accrued expenses | 9,913 | 17,573 |
Accrued Liabilities, Current, Total | $ 78,944 | $ 111,672 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) | Dec. 31, 2022 |
Minimum | |
Term of lease | 1 year |
Maximum | |
Term of lease | 7 years |
Weighted Average | |
Term of lease | 7 years |
LEASES (Schedule of future oper
LEASES (Schedule of future operating lease payments) (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Rent Payments | |
2023 | $ 172 |
2024 | 104 |
2025 | 93 |
2026 | 93 |
2027 | 93 |
2028 and thereafter | 323 |
Total lease payments | 878 |
Less: interest | (9) |
Total operating lease liabilities | $ 869 |
LEASES (Summary of components o
LEASES (Summary of components of our lease cost) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
LEASES | ||
Operating lease expense | $ 409 | $ 448 |
Short term lease expense | 542 | 70 |
Cash paid for operating leases | $ 258 | $ 1,828 |
Weighted-average remaining lease term (years)- operating leases | 7 years 8 months 12 days | 7 years |
Weighted-average discount rate - operating leases | 5.165% | 5.043% |
STOCKHOLDERS' EQUITY (Narrative
STOCKHOLDERS' EQUITY (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Common stock issued | 171,656,030 | 155,516,284 | 146,677,786 | 132,398,616 |
Shares issued for stock options exercised, shares | 2,105,237 | 3,155,170 | 6,538,628 | |
Common Stock, Shares Authorized | 900,000,000 | 900,000,000 | ||
Common stock, par value | $ 0.00001 | $ 0.00001 | ||
Agent Equity Award Program | ||||
Stock issued for services, shares | 11,462,940 | 3,645,386 | 5,762,470 | |
Stock issued for services, value | $ 164,104 | $ 144,437 | $ 60,968 | |
Percentage of commission potentially redeemed in common stock | 5% | |||
Percentage of discount of market price, date of issuance | 10% | 20% | ||
Agent Growth Incentive Program | ||||
Stock issued for services, shares | 2,571,569 | 2,037,942 | 1,978,072 | |
Stock based compensation | $ 30,861 | $ 24,493 | $ 15,239 | |
Amount of shares attributable to liability | 2,056,000 | 4,977,000 | 3,246,000 | |
Stock Options | ||||
Shares issued for stock options exercised, shares | 2,083,016 | 3,155,170 | ||
Vesting period | 3 years | |||
Unrecognized compensation expense - recognition period | 1 year 1 month 17 days | |||
Unrecognized compensation expense - options | $ 23,676 | |||
Stock options granted, shares | 1,234,847 | 495,996 | ||
Share-based award expiration period | 10 years | |||
Restricted Stock | Agent Equity Award Program | ||||
Unvested shares, other than options | 5,696,894 | |||
Unrecognized compensation expense - stock awards | $ 60,660 | |||
Unrecognized compensation expense - recognition period | 2 years 29 days | |||
Restricted Stock | Agent Growth Incentive Program | ||||
Restricted stock, incentive program | 5,698,997 | 5,174,654 | 6,550,390 |
STOCKHOLDERS' EQUITY (Schedule
STOCKHOLDERS' EQUITY (Schedule of common stock issued) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stock, Shares, Issued, Beginning Balance | 155,516,284 | 146,677,786 | 132,398,616 |
Shares issued for stock options exercised, shares | 2,105,237 | 3,155,170 | 6,538,628 |
Common Stock, Shares, Issued, Ending Balance | 171,656,030 | 155,516,284 | 146,677,786 |
Agent Equity Award Program | |||
Agent equity stock compensation, shares | 11,462,940 | 3,645,386 | 5,762,470 |
Agent Growth Incentive Program | |||
Agent equity stock compensation, shares | 2,571,569 | 2,037,942 | 1,978,072 |
STOCKHOLDERS' EQUITY (Changes i
STOCKHOLDERS' EQUITY (Changes in the Company's stock compensation liability) (Details) - Agent Growth Incentive Program - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Balance, at beginning of period | $ 4,341 | $ 2,093 |
Stock grant liability increase year to date | 2,056 | 4,977 |
Stock grants reclassified from liability to equity year to date | (2,512) | (2,729) |
Balance, at end of period | $ 3,885 | $ 4,341 |
STOCKHOLDERS' EQUITY (Restricte
STOCKHOLDERS' EQUITY (Restricted Stock Activity) (Details) - Agent Growth Incentive Program - Restricted Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Stock Shares | ||
Restricted stock outstanding, beginning balance | 5,174,654 | 6,550,390 |
Restricted stock granted | 3,829,990 | 1,267,270 |
Restricted stock vested and issued | (2,542,696) | (2,062,212) |
Restricted stock forfeited | (762,951) | (580,794) |
Restricted stock outstanding, ending balance | 5,698,997 | 5,174,654 |
Weighted Average Fair Value | ||
Weighted average price - Restricted stock outstanding, beginning balance | $ 13.92 | $ 6.75 |
Weighted average price - Restricted stock granted | 15.29 | 40.87 |
Weighted average price - Restricted stock vested and issued | 6.28 | 7.54 |
Weighted average price - Restricted stock forfeited | 18.80 | 13.84 |
Weighted average price - Restricted stock outstanding, ending balance | $ 17.68 | $ 13.92 |
STOCKHOLDERS' EQUITY (Schedul_2
STOCKHOLDERS' EQUITY (Schedule of stock options fair value assumptions) (Details) - Stock Options | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Volatility rate - minimum | 72.84% | 68.85% | 69.01% |
Volatility rate - maximum | 76.49% | 86.33% | 116.16% |
Options award, risk free rate, minimum | 1.49% | 0.44% | 0.21% |
Options award, risk free rate, maximum | 4.10% | 1.33% | 1.58% |
Maximum | |||
Options award, expected term | 6 years | 6 years | 6 years |
Dividend yield | 1.48% | 0% | 0% |
Minimum | |||
Options award, expected term | 5 years | 5 years | 5 years |
Dividend yield | 0.53% | 0% | 0% |
STOCKHOLDERS' EQUITY (Stock Opt
STOCKHOLDERS' EQUITY (Stock Option Activity) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options | |||
Exercised | (2,105,237) | (3,155,170) | (6,538,628) |
Stock Options | |||
Options | |||
Beginning balance | 7,038,660 | 9,851,058 | |
Granted | 1,234,847 | 495,996 | |
Exercised | (2,083,016) | (3,155,170) | |
Forfeited | (415,969) | (153,224) | |
Ending balance | 5,774,522 | 7,038,660 | 9,851,058 |
Exercisable | 3,459,673 | ||
Vested | 3,459,673 | ||
Weighted Average Exercise Price | |||
Beginning balance | $ 8.70 | $ 4.82 | |
Granted | 19.25 | 41.82 | |
Exercised | 0.68 | 1.17 | |
Forfeited | 13.68 | 22.79 | |
Ending balance | 13.56 | 8.70 | $ 4.82 |
Exercisable | 10.43 | ||
Vested | 10.43 | ||
Intrinsic Value | |||
Beginning balance | 25.45 | 53.49 | |
Exercised | 18.10 | 34.97 | |
Forfeited | 8.74 | 22.85 | |
Ending balance | 2.21 | $ 25.45 | $ 53.49 |
Exercisable | 2.91 | ||
Vested | $ 2.91 | ||
Weighted Average Remaining Contractual Term | |||
Weighted average remaining contractual term | 7 years 7 months 17 days | 6 years 3 months 3 days | 5 years 11 months 12 days |
Weighted average remaining contractual term, granted | 9 years 4 months 13 days | 9 years 5 months 19 days | |
Weighted average remaining contractual term, exercisable | 7 years 1 month 2 days | ||
Weighted average remaining contractual term, vested | 7 years 1 month 2 days | ||
Stock Options | $0.01 - $5.00 | |||
Exercise Price Range | |||
Exercise price range, lower | $ 0.01 | ||
Exercise price range, upper | $ 5 | ||
Exercise price range, shares outstanding | 3,752,112 | ||
Exercise price range, weighted average exercise price | $ 7.68 | ||
Exercise price range, average remaining life | 6 years 11 months 26 days | ||
Stock Options | $5.01 - $15.00 | |||
Exercise Price Range | |||
Exercise price range, lower | $ 5.01 | ||
Exercise price range, upper | $ 15 | ||
Exercise price range, shares outstanding | 1,493,646 | ||
Exercise price range, weighted average exercise price | $ 19.47 | ||
Exercise price range, average remaining life | 8 years 10 months 24 days | ||
Stock Options | $15.01 - $30.00 | |||
Exercise Price Range | |||
Exercise price range, lower | $ 15.01 | ||
Exercise price range, upper | $ 30 | ||
Exercise price range, shares outstanding | 528,764 | ||
Exercise price range, weighted average exercise price | $ 38.56 | ||
Exercise price range, average remaining life | 8 years 7 months 9 days |
STOCKHOLDERS' EQUITY (Stock Rep
STOCKHOLDERS' EQUITY (Stock Repurchase Plan) (Narrative) (Details) - USD ($) $ in Millions | Dec. 27, 2022 | Sep. 27, 2022 | May 31, 2022 | May 06, 2022 | Jan. 10, 2022 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2018 |
STOCKHOLDERS' EQUITY | ||||||||
Stock repurchase program authorized amount | $ 500 | $ 400 | $ 75 | $ 25 | ||||
Stock repurchase program authorized amount per month | $ 10 | $ 13.3 | $ 20 | $ 10 |
STOCKHOLDERS' EQUITY (Schedul_3
STOCKHOLDERS' EQUITY (Schedule of shares repurchased) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Treasury stock: | |||
Balance, beginning of quarter | 6,751,692 | 2,534,494 | 925,364 |
Repurchase of common stock, shares | 12,408,430 | 4,217,198 | 1,609,130 |
Issuance of treasury stock | (343,331) | ||
Balance, end of quarter | 18,816,791 | 6,751,692 | 2,534,494 |
EARNINGS PER SHARE (Schedule of
EARNINGS PER SHARE (Schedule of calculation of basic and diluted earnings (loss) per share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
EARNINGS PER SHARE | |||
Net income attributable to common stock | $ 15,442 | $ 81,220 | $ 31,131 |
Weighted average shares - basic | 151,036,110 | 146,170,871 | 138,572,358 |
Dilutive effect of common stock equivalents | 5,184,055 | 11,558,503 | 12,977,717 |
Weighted average shares - diluted | 156,220,165 | 157,729,374 | 151,550,075 |
Earnings per share attributable to common stock- basic | $ 0.10 | $ 0.56 | $ 0.22 |
Earnings per share attributable to common stock- diluted | $ 0.10 | $ 0.51 | $ 0.21 |
Shares excluded, anti-dilutive | 1,000,421 | 102,880 | 283,842 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred tax assets, valuation allowance | $ 0 | ||
Accrued interest or penalties related to uncertain tax positions | 0 | ||
Total amount of unrecognized tax benefits that would affect the Company effective tax rate | 0 | ||
Withholding taxes on undistributed earnings of foreign subsidiaries | 600 | ||
Income tax (benefit) expense | $ (10,836) | $ (47,487) | $ 413 |
Effective income tax rate | (236.19%) | (140.73%) | 1.33% |
Research and Development | |||
Tax credits, carried forward period | 20 years | ||
California | Research and Development | |||
Tax credits | $ 600 | ||
Federal | |||
Net operating loss | 158,200 | ||
Federal | Research and Development | |||
Tax credits | 4,600 | ||
State | |||
Net operating loss | 85,300 | ||
Foreign | |||
Net operating loss | 9,900 | ||
Operating Loss Carryforwards 100% Offset Taxable Income | Federal | |||
Net operating loss | 8,700 | ||
Operating Loss Carryforwards 80% Offset Taxable Income | Federal | |||
Net operating loss | $ 149,500 |
INCOME TAXES (Schedule of taxab
INCOME TAXES (Schedule of taxable income by domestic and foreign subsidiaries) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | |||
Domestic | $ 1,029 | $ 32,804 | $ 31,356 |
Foreign | 3,559 | 929 | 47 |
Income (loss) before income tax expense | $ 4,588 | $ 33,733 | $ 31,403 |
INCOME TAXES (Schedule of Incom
INCOME TAXES (Schedule of Income Tax Expense (Benefit)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
State | $ 737 | $ 456 | $ 275 |
Foreign | 2,312 | 1,650 | 466 |
Total Current | 3,049 | 2,106 | 741 |
Deferred: | |||
Federal | (11,444) | (41,599) | 23 |
State | (1,674) | (6,574) | 24 |
Foreign | (767) | (1,420) | (375) |
Total deferred income tax benefit | (13,885) | (49,593) | (328) |
Total provision (benefit) for income taxes | $ (10,836) | $ (47,487) | $ 413 |
INCOME TAXES (Federal Statutory
INCOME TAXES (Federal Statutory Rate Reconciliation) (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
INCOME TAXES | |||
Federal Statutory Tax Rate | 21% | 21% | 21% |
State taxes | 17.52% | 5.22% | 6.52% |
Permanent differences | (0.40%) | (0.08%) | (0.09%) |
Research & Development Credit | (37.23%) | (4.53%) | |
Unrecognized tax benefit | (0.19%) | ||
Share-based compensation | (271.31%) | (109.20%) | (42.09%) |
Sec. 162m compensation limitation | 47.85% | 8.12% | 4.03% |
Foreign tax rate differential | (1.65%) | 0.27% | 0.01% |
Valuation allowance | (65.54%) | 8.99% | |
Prior year true up | (7.15%) | 2.15% | 3.07% |
Other net | (4.82%) | 1.86% | 0.08% |
Total tax rate reconciliation | (236.19%) | (140.73%) | 1.33% |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Tax Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 41,192 | $ 38,676 |
Accruals and reserves | 2,795 | 1,654 |
Intangibles & Research and Experimental Costs | 8,658 | |
Research and Development Credit | 3,826 | 1,529 |
Lease liability | 48 | 269 |
Legal Settlement Accrual | 286 | 2,591 |
Share-based compensation | 11,871 | 8,108 |
Total gross deferred tax assets | 68,676 | 52,827 |
Deferred tax liabilities | ||
Property and equipment | (3,467) | (1,880) |
Intangibles/Goodwill | (656) | (496) |
Right of use lease asset | (519) | (357) |
Others | (55) | (48) |
Valuation allowance | 0 | |
Net deferred tax assets | $ 63,979 | $ 50,046 |
INCOME TAXES (Liabilities for U
INCOME TAXES (Liabilities for Uncertain tax Positions) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized Tax Benefits, Beginning Balance | $ 530 | $ 54 | |
Gross increase for tax positions of prior years | 199 | $ 325 | |
Gross increase for tax positions of current year | 580 | 205 | |
Settlements | $ (54) | ||
Unrecognized Tax Benefits, Ending Balance | $ 1,309 | $ 530 |
COMMITMENT AND CONTINGENCIES (N
COMMITMENT AND CONTINGENCIES (Narrative) (Details) $ in Thousands | Apr. 30, 2022 USD ($) |
Face Amount | $ 25,000 |
Flagstar Bank FSB | |
Investment Company, Committed Capital | 2,000 |
Texas Capital Bank | |
Investment Company, Committed Capital | $ 1,250 |
SEGMENT INFORMATION (Narrative)
SEGMENT INFORMATION (Narrative) (Details) - segment | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Number of operating Segments | 4 | 4 | 3 | 3 |
Number of reportable segments | 4 | 4 | 1 | 1 |
Non Domestic | Total Assets | Geographic Concentration Risk | ||||
Concentration risk percentage | 6% | 8% | ||
Non Domestic | Sales Revenue, Net | Geographic Concentration Risk | ||||
Concentration risk percentage | 9% | 8% | 5% |
SEGMENT INFORMATION (Financial
SEGMENT INFORMATION (Financial Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 4,598,161 | $ 3,771,170 | $ 1,798,285 |
Consolidated Adjusted EBITDA | 60,549 | 77,995 | 57,841 |
Depreciation and amortization expense | 9,838 | 6,248 | 4,214 |
Stock compensation expense | 30,861 | 24,493 | 15,239 |
Stock option expense | 14,442 | 13,102 | 6,801 |
Operating profit | 5,408 | 34,152 | 31,587 |
Operating segments | North American Realty | |||
Segment Reporting Information [Line Items] | |||
Revenues | 4,552,938 | 3,745,354 | 1,791,446 |
Consolidated Adjusted EBITDA | 103,255 | 116,800 | 73,649 |
Operating segments | International Realty | |||
Segment Reporting Information [Line Items] | |||
Revenues | 35,924 | 17,804 | 2,004 |
Consolidated Adjusted EBITDA | (13,708) | (9,138) | (1,615) |
Operating segments | Virbela | |||
Segment Reporting Information [Line Items] | |||
Revenues | 8,485 | 8,615 | 5,736 |
Consolidated Adjusted EBITDA | (9,642) | (12,637) | (5,017) |
Operating segments | Other Affiliated Services | |||
Segment Reporting Information [Line Items] | |||
Revenues | 5,084 | 2,896 | 327 |
Consolidated Adjusted EBITDA | (2,600) | (3,322) | (380) |
Operating segments | Corporate and Other | |||
Segment Reporting Information [Line Items] | |||
Consolidated Adjusted EBITDA | (16,756) | (13,708) | (8,796) |
Elimination | |||
Segment Reporting Information [Line Items] | |||
Revenues | $ (4,270) | $ (3,499) | $ (1,228) |
DEFINED CONTRIBUTION SAVINGS _2
DEFINED CONTRIBUTION SAVINGS PLAN (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
DEFINED CONTRIBUTION SAVINGS PLAN | |||
Defined contribution plan, description | The Company offers a defined contribution savings plan to provide eligible employees with a retirement benefit that permits eligible employees the opportunity to actively participate in the process of building a personal retirement fund. The Company sponsors the defined contribution savings plan. The Company matches a portion of contributions made by participating employees. | ||
Defined contribution plan, cost | $ 4,720 | $ 3,196 | $ 1,189 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) - Subsequent Event | Feb. 09, 2023 $ / shares |
Dividends Payable, Amount Per Share | $ 0.045 |
Dividends Payable, Date to be Paid | Mar. 31, 2023 |
Dividends Payable, Date Declared | Feb. 09, 2023 |
Dividends Payable, Date of Record | Mar. 13, 2023 |