Fathom (FTHM) 10-Q10 Nov 212021 Q3 Quarterly reportFinancial data

Company Profile

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2021	Nov. 08, 2021
Document and Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Entity File Number	001-39412
Entity Registrant Name	FATHOM HOLDINGS INC.
Entity Incorporation, State or Country Code	NC
Entity Tax Identification Number	82-1518164
Entity Address, Address Line One	2000 Regency Parkway Drive
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Cary
Entity Address State Or Province	NC
Entity Address, Postal Zip Code	27518
City Area Code	888
Local Phone Number	455-6040
Title of 12(b) Security	Common Stock, No Par Value
Trading Symbol	FTHM
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		14,796,207
Entity Central Index Key	0001753162
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 8,753	$ 28,577
Restricted cash	3,570	984
Accounts receivable	3,635	1,595
Derivative assets	48
Mortgage loans held for sale, at fair value	10,674
Prepaid and other current assets	2,146	1,700
Total current assets	28,826	32,856
Property and equipment, net	1,007	155
Lease right of use assets	4,504	437
Intangible assets, net	23,958	922
Goodwill	20,342	799
Other assets	95	56
Total assets	78,732	35,225
Current liabilities:
Accounts payable	4,016	2,596
Accrued liabilities	4,985	1,065
Escrow liabilities	3,509	933
Derivative liabilities	17
Warehouse lines of credit	10,305
Long-term debt - current portion	1,211	256
Lease liability - current portion	1,732	140
Deferred tax liabilities	365
Total current liabilities	25,775	4,990
Long-term debt, net of current portion	146	283
Lease liability, net of current portion	2,852	301
Total liabilities	29,138	5,574
Commitments and contingencies (Note 18)
Stockholders' equity:
Common stock, no par value, 100,000,000 authorized and 14,796,207 and 13,830,351 issued and outstanding as of September 30, 2021 and December 31, 2020, respectively
Treasury Stock, at cost, 5,683 shares as of September 30, 2021 and December 31, 2020	(30)	(30)
Additional paid-in capital	65,977	37,169
Accumulated deficit	(16,353)	(7,488)
Total stockholders' equity	49,594	29,651
Total liabilities and stockholders' equity	$ 78,732	$ 35,225

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, par value	$ 0	$ 0
Common stock, authorized shares	100,000,000	100,000,000
Common stock, issued shares	14,796,207	13,830,351
Common stock, outstanding shares	14,744,539	13,830,351
Treasury stock, shares	5,683	5,683

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Revenue	$ 100,940,000	$ 55,848,000	$ 234,769,000	$ 123,375,000
Operating Expenses [Abstract]
Commission and other agent-related costs	91,263,000	52,871,000	214,392,000	115,915,000
Operations and support	2,029,000		3,781,000
General and administrative	9,811,000	2,851,000	25,322,000	6,726,000
Marketing	591,000	218,000	1,371,000	587,000
Depreciation and amortization	931,000	44,000	1,778,000	108,000
Total operating expenses	104,625,000	55,984,000	246,644,000	123,336,000
(Loss) income from operations	(3,685,000)	(136,000)	(11,875,000)	39,000
Other (income) expense, net
Gain on the extinguishment of debt	(76,000)		(127,000)
Interest expense, net	2,000	16,000	3,000	81,000
Other income, net	(28,000)		(66,000)	(10,000)
Other (income) expense, net	(102,000)	16,000	(190,000)	71,000
Loss before income taxes	(3,583,000)	(152,000)	(11,685,000)	(32,000)
Income tax benefit (expense)	210,000	(32,000)	2,820,000	(33,500)
Net loss	$ (3,373,000)	$ (184,000)	$ (8,865,000)	$ (66,000)
Net loss per share
Basic	$ (0.24)	$ (0.02)	$ (0.64)	$ (0.01)
Diluted	$ (0.24)	$ (0.02)	$ (0.64)	$ (0.01)
Weighted average common shares outstanding
Basic	14,312,675	12,156,111	13,948,862	10,721,917
Diluted	14,312,675	12,156,111	13,948,862	10,721,917
Gross commission income
Revenue	$ 95,300,000	$ 55,848,000	$ 224,703,000	$ 123,375,000
Other service revenue
Revenue	$ 5,640,000		$ 10,066,000

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Common StockIPO	Common Stock	Treasury Stock	Additional Paid in CapitalIPO	Additional Paid in Capital	Accumulated deficit	IPO	Total
Beginning balance at Dec. 31, 2019					$ 4,988	$ (6,148)		$ (1,159)
Beginning balance (in shares) at Dec. 31, 2019		10,211,658
Changes in Stockholders' deficit
Issuance of common stock				$ 34,300	83		$ 34,300	83
Issuance of common stock (in shares)	3,430,000	15,726
Offering costs in connection with public offering					(3,183)			(3,183)
Purchase of treasury stock			$ (30)					(30)
Purchase of treasury stock (in shares)		(5,683)	5,683
Share-based compensation, net of forfeitures					322			322
Share-based compensation, net of forfeitures (in shares)		(13,652)
Net loss						(66)		(66)
Ending balance at Sep. 30, 2020			$ (30)		36,511	(6,214)		30,267
Ending balance (in shares) at Sep. 30, 2020		13,638,049	5,683
Beginning balance at Jun. 30, 2020			$ (30)		5,297	(6,030)		(763)
Beginning balance (in shares) at Jun. 30, 2020		10,210,571	5,683
Changes in Stockholders' deficit
Issuance of common stock				$ 34,300			$ 34,300
Issuance of common stock (in shares)	3,430,000
Offering costs in connection with public offering					(3,183)			(3,183)
Share-based compensation, net of forfeitures					97			97
Share-based compensation, net of forfeitures (in shares)		(2,522)
Net loss						(184)		(184)
Ending balance at Sep. 30, 2020			$ (30)		36,511	(6,214)		30,267
Ending balance (in shares) at Sep. 30, 2020		13,638,049	5,683
Beginning balance at Dec. 31, 2020			$ (30)		37,169	(7,488)		29,651
Beginning balance (in shares) at Dec. 31, 2020		13,830,351	5,683
Changes in Stockholders' deficit
Issuance of common stock for purchase of business					25,312			25,312
Issuance of common stock for purchase of business (in shares)		777,380
Issuance of common stock pursuant to exercise of stock options					80			$ 80
Issuance of common stock pursuant to exercise of stock options (in shares)		16,972						16,974
Share-based compensation, net of forfeitures					3,416			$ 3,416
Share-based compensation, net of forfeitures (in shares)		171,504
Net loss						(8,865)		(8,865)
Ending balance at Sep. 30, 2021			$ (30)		65,977	(16,353)		49,594
Ending balance (in shares) at Sep. 30, 2021		14,796,207	5,683
Beginning balance at Jun. 30, 2021			$ (30)		64,624	(12,980)		51,614
Beginning balance (in shares) at Jun. 30, 2021		14,741,814	5,683
Changes in Stockholders' deficit
Share-based compensation, net of forfeitures					1,353			1,353
Share-based compensation, net of forfeitures (in shares)		54,393
Net loss						(3,373)		(3,373)
Ending balance at Sep. 30, 2021			$ (30)		$ 65,977	$ (16,353)		$ 49,594
Ending balance (in shares) at Sep. 30, 2021		14,796,207	5,683

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (8,865)	$ (66)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	1,778	108
Gain on the extinguishment of debt	(127)
Gain on sale of mortgages	(3,264)
Share-based compensation	2,833	322
Deferred income tax	(2,865)
Bad debt expense	248	106
Other non-cash	44
Change in operating assets and liabilities:
Accounts receivable	(908)	(1,093)
Agent annual fees receivable	36	(495)
Other operating assets	9	3
Prepaid and other assets	(797)	(621)
Accounts payable	387	1,148
Accrued liabilities	1,806	280
Escrow liabilities	2,418
Operating lease right of use assets	496	16
Other operating liabilities	(103)	(24)
Operating lease liabilities	(433)	(14)
Mortgage loans held for sale	(108,562)
Proceeds from sale and principal payments on mortgage loans held for sale	109,299
Net cash used in operating activities	(6,570)	(330)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(576)	(26)
Amounts paid for business and asset acquisitions; net of cash acquired	(10,969)
Purchase of intangible assets	(2,017)	(341)
Net cash used in investing activities	(13,562)	(367)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt	(399)	(13)
Proceeds from the issuance of common stock	80	83
Proceeds from note payable	865	454
Net borrowings on warehouse lines of credit	2,347
Proceeds from the issuance of common stock in connection with public offering		34,300
Payment of offering cost in connection with issuance of common stock in connection with public offering		(3,183)
Purchase of treasury stock		(30)
Extinguishment of note payable		(500)
Net cash provided by financing activities	2,893	31,111
Net (decrease) increase in cash, cash equivalents, and restricted cash	(17,239)	30,414
Cash, cash equivalents, and restricted cash at beginning of period	29,562	579
Cash, cash equivalents, and restricted cash at end of period	12,323	30,993
Supplemental disclosure of cash and non-cash transactions:
Cash paid for interest		82
Income taxes paid		5
Amounts due to sellers	1,477
Capitalized share-based compensation	583
Right of use assets obtained in exchange for lease liabilities	1,839
Issuance of common stock for the purchase of business	25,312
Issuance of common stock warrants as offering costs in connection with public offering of common stock		678
Extinguishment of Paycheck Protection Program Loan	127
Loan receivable forgiven and used as purchase consideration	165
Reconciliation of cash and restricted cash
Cash and cash equivalents	8,753	30,993
Restricted cash	3,570
Total cash, cash equivalents, and restricted cash shown in statement of cash flows	$ 12,323	$ 30,993

Description of Business and Nat

Description of Business and Nature of Operations	9 Months Ended
Description of Business and Nature of Operations	Sep. 30, 2021
Description of Business and Nature of Operations
Description of Business and Nature of Operations	Note 1. Description of Business and Nature of Operations Fathom Holdings Inc. (“Fathom”, “Fathom Holdings,” and collectively with its consolidated subsidiaries and affiliates, the “Company”) is a national, technology-driven, real estate services platform integrating residential brokerage, mortgage, title, insurance and software as a service (“SaaS”) offerings to brokerages and agents leveraging our proprietary cloud-based software called intelliAgent. During the nine months ended September 30, 2021, Fathom significantly grew its agent network, expanded its technology offerings, and entered into the residential mortgage lending and home and other insurance businesses by completing four business combinations and an asset acquisition. On March 1, 2021, the Company acquired the real estate brokerage business of Red Barn Real Estate, LLC (“Red Barn”), a growing Atlanta metro area brokerage with approximately 230 agents. On June 30, 2021, the Company acquired the real estate brokerage business of Epic Realty, LLC (“Epic”), a growing regional brokerage based in greater Boise, Idaho, with approximately 350 agents. Also on March 1, 2021 the Company acquired the technology platform of Naberly Inc. (“Naberly”) to reduce the Company’s reliance on third-party technology providers and offer more robust technology to agents to help them grow their businesses. On April 20, 2021, the Company acquired LiveBy, Inc. (“LiveBy”), a SaaS business with a technology platform that offers competitive, hyper-local tools for real estate professionals. On April 16, 2021, the Company acquired E4:9 Holdings, Inc. (“E4:9”), a holding company with three operating subsidiaries, Encompass Lending Group (“Encompass”) (mortgage), Dagley Insurance Agency (home and other insurance) and Real Results (lead generation). These companies are expected to provide agents and associates with new opportunities to grow their businesses, while giving consumers a one-stop-shop for all of their housing needs. The Company’s brands include Fathom Realty, Dagley Insurance, Encompass Lending, intelliAgent, LiveBy, Real Results, and Verus Title.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2021
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The unaudited interim consolidated financial statements include the accounts of Fathom Holdings’ wholly owned subsidiaries. All transactions and accounts between and among its subsidiaries have been eliminated. All adjustments and disclosures necessary for a fair presentation of these unaudited interim consolidated financial statements have been included. Certain Significant Risks and Business Uncertainties Liquidity $0.1 COVID-19 Risks, Impacts and Uncertainties The Company is subject to the risks arising from COVID-19 including its social and economic impacts on the residential real estate industry in the United States. Our management believes that these social and economic impacts, which to date have included but not been limited to the following, could have a significant impact on the Company’s future financial condition, liquidity, and results of operations: (i) restrictions on in-person activities associated with residential real estate transactions arising from shelter-in-place, or similar isolation orders; (ii) decline in consumer demand for in-person interactions and physical home tours; and (iii) deteriorating economic conditions, such as increased unemployment rates, recessionary conditions, lower yields on individual investment portfolios, and more stringent mortgage financing conditions. Given the daily evolution of COVID-19 and the global responses to curb its spread, the Company is not able to estimate the effects of COVID-19, including specifically the Delta variant and/or other variants, on its results of operations, financial condition, or liquidity for the year ending December 31, 2021 or beyond. If COVID-19 continues, it may have a material adverse effect on the Company’s financial condition, liquidity, and future results of operations. Use of Estimates Business Combinations — The estimated fair value of net assets acquired, including the allocation of the fair value to identifiable assets and liabilities, is determined using established valuation techniques. A fair value measurement is determined as the price received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. In the context of acquisition accounting, the determination of fair value often involves significant judgments and estimates by management, including the selection of valuation methodologies, estimates of future revenues, costs and cash flows, discount rates, and selection of comparable companies. The estimated fair values reflected in the acquisition accounting rely on management’s judgment and the expertise of a third-party valuation firm engaged to assist in concluding on the fair value measurements. For the business combinations completed during the nine-month period ended September 30, 2021, the estimated fair value of identifiable intangible assets, primarily consisting of agent relationships, tradenames, customer relationships, know-how and technology, was determined using the relief-from royalty and multi-period excess earnings methods. The most significant assumptions include the estimated remaining useful life, expected future revenue, annual agent revenue attrition, costs to develop new agents, charges for contributory assets, tax rate, discount rate and tax amortization benefit. The most significant variables in these valuations are discount rates and the number of years on which to base the cash flow projections, as well as other assumptions and estimates used to determine the cash inflows and outflows. Management determines discount rates based on the risk inherent in the acquired assets, specific risks, industry beta and capital structure of guideline companies. Management has developed these assumptions on the basis of historical knowledge of the business and projected financial information of the Company. These assumptions may vary based on future events, perceptions of different market participants and other factors outside the control of Management, and such variations may be significant to estimated values. The Company includes the results of operations from the acquisition date in the financial statements for all businesses acquired. Asset Acquisitions — If the acquisition is deemed to be a business, the acquisition method of accounting is applied. Identifiable assets acquired and liabilities assumed at the acquisition date are recorded at fair value. If the transaction is deemed to be an asset acquisition, the cost accumulation and allocation model is used whereby the assets and liabilities are recorded based on the purchase price and allocated to the individual assets and liabilities based on relative fair values. Mortgage Loans Held for Sale Intangible Assets, Net — Definite-lived intangibles: Capitalized internal use software: . Capitalized software costs are amortized over the expected useful lives of the applicable software. Currently, capitalized software for internal use has a useful life estimated between five Estimated useful lives of website and software development activities are reviewed annually or whenever events or changes in circumstances indicate that intangible assets may be impaired and adjusted as appropriate to reflect upcoming development activities that may include significant upgrades or enhancements to the existing functionality. Goodwill Revenue Recognition Revenue from Contracts with Customers The Company has utilized the practical expedient in ASC 606 and elected not to capitalize contract costs for contracts with customers with durations less than one year. The Company does not have significant remaining unfulfilled performance obligations or contract balances. The Company generates revenue from real estate brokerage services which consists of commissions generated from real estate transactions, which the Company classifies as gross commission income.The Company also generates revenues through mortgage lending, SaaS solutions, as well as title and insurance services, which the Company classifies as other service revenue. Revenues from real estate brokerage services The Company’s real estate brokerage services revenue substantially consists of commissions generated from real estate brokerage services. The Company is contractually obligated to provide for the fulfillment of transfers of real estate between buyers and sellers. The Company provides these services itself and controls the services of its agents necessary to legally transfer the real estate. Correspondingly, the Company is defined as the principal. The Company, as principal, satisfies its obligation upon the closing of a real estate transaction. The Company has concluded that agents are not employees of the Company, rather deemed to be independent contractors. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The transaction price is calculated by applying the Company’s portion of the agreed-upon commission rate to the property’s selling price. The Company may provide services to the buyer, seller, or both parties to a transaction. When the Company provides services to the seller in a transaction, it recognizes revenue for its portion of the commission, which is calculated as the sales price multiplied by the commission rate less the commission separately distributed to the buyer’s agent, or the “sell” side portion of the commission. When the Company provides services to the buyer in a transaction, the Company recognizes revenue in an amount equal to the sales price for the property multiplied by the commission rate for the “buy” side of the transaction. In instances in which the Company represents both the buyer and the seller in a transaction, it recognizes the full commission on the transaction. Commissions revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company’s customers remit payment for the Company’s services to the title company or attorney closing the sale of property at the time of closing. The Company receives payment upon close of property or within days of the closing of a transaction. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided. Revenues from mortgage services The revenue streams for the Company’s mortgage lending services business are primarily comprised of gains and losses from loans sold, and origination and other fees. The majority of these revenue streams are exempted from ASC 606. Origination and other fees are not specifically separable from actual mortgage loans. The gain on sale of mortgage loans represents the difference between the net sales proceeds and the carrying value of the mortgage loans sold, including the servicing rights release premiums and is recorded in the statement of operations in other service revenue. Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before maturity. Servicing rights release premiums represent revenues earned when the risk and rewards of ownership of servicing rights are transferred to third parties. Retail origination fees are principally revenues earned from loan originations. Direct loan origination costs and expenses associated with the loans are charged to expenses when the loans are sold. Interest income is interest earned on originated loans prior to the sale of the asset. Revenues from technology The Company generates revenue from subscription and services related to the use of the LiveBy platform. The SaaS contracts are generally annual contracts paid monthly in advance of service and cancellable upon 30 days’ notice after the first year. The Company’s subscription arrangements do not provide customers with the right to take possession of the software supporting the platform. Subscription revenue, which includes support, is recognized on a straight-line basis over the non-cancellable contractual term of the arrangement, generally beginning on the date that the Company’s service is made available to the customer, and recorded as other service revenue in the statement of operations. Revenues from title services The Company’s title services revenue includes fees charged for title search and examination, property settlement and title insurance services provided in association with property acquisitions and refinance transactions. The Company provides the title search and property settlement services itself and controls the services before they are transferred to our customers since the Company is primarily responsible for fulfilling the promise and also has full discretion in establishing the price for the settlement services (except in states where fees are set statutorily). As such, the Company is defined as the principal. As principal, the Company satisfies our obligation upon the closing of a real estate transaction. Upon satisfaction of our obligation, the Company recognizes revenue in the gross amount of consideration the Company is entitled to receive. The transaction price for title and property settlement services is determined by the fixed fees the Company charges for our services. The Company provides services to the buyers and sellers involved in the purchase transaction, as well as to the borrower in a refinance transaction. Title and property settlement revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company is not entitled to any title and property settlement revenue until the performance obligation is satisfied and is not owed any consideration for unsuccessful transactions, even if services have been provided. For title insurance services, the Company works in conjunction with insurance underwriters to perform these services, obtains the insurance policy premiums associated with title insurance on behalf of customers and remits the policy premium to the insurance underwriters. Since the insurance underwriter is ultimately providing the insurance policy to the borrower, the Company is not responsible for fulfilling the promise to provide the insurance. Additionally, the Company does not have discretion in dictating the price for the insurance policy, which is set by each jurisdiction and is either filed by insurance underwriters or set by the state insurance commissioners. Therefore, the Company does not control the specified service provided by the insurance underwriter. As such, in these circumstances, the Company acts as an agent. As the agent, the Company satisfies our obligation upon the closing of a real estate transaction. Upon satisfaction of our obligation, the Company recognizes revenue in the net amount of consideration the Company is entitled to receive, which is our fee for brokering the insurance policy less any consideration paid to the insurance underwriters. The transaction price for title insurance services is fixed, based on statutory rates depending on the jurisdiction. The Company negotiates with insurance underwriters the percentage they receive, and the rest is recognized as revenue. Title insurance revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company is not entitled to any title insurance revenue until the performance obligation is satisfied and is not owed any consideration for unsuccessful transactions, even if services have been provided. Revenues from insurance agency services The revenue streams for the Company’s insurance agency services business are primarily comprised of new and renewal commissions paid by insurance carriers. The transaction price is set as the estimated commissions to be received over the term of the policy based upon an estimate of premiums placed, policy changes and cancellations, net of restraint. The commissions are earned at the effective date of the associated policies when control of the policy transfers to the client. The Company is also eligible for certain contingent commissions from insurers based on the attainment of specific metrics (i.e., volume growth, loss ratios) related to underlying polices placed. Revenue for contingent commissions is estimated based on historical and current evidence of achievement towards each insurer’s annual respective metrics and is recorded as the underlying policies that contribute to the achievement are placed. Due to the uncertainty of the amount of contingent consideration that will be received, the estimated revenue is constrained to an amount that is probable to not have a significant negative adjustment. Contingent consideration is generally received in the first quarter of the subsequent year. Derivative financial instruments The Company manages the interest rate risk associated with its outstanding interest rate lock commitments and loans held for sale by entering into derivative loan instruments such as forward loan commitments, mandatory delivery commitments, options and future contracts, whereby the Company maintains the right to deliver residential loans to purchasers in the future at a specified yield. Fair value is based upon estimated amounts that the Company would receive or pay to terminate the commitment at the reporting date. The Company takes into account various factors and strategies in determining the portion of the mortgage pipeline it wants to economically hedge. Management expects the derivatives used to manage interest rate risk will experience changes in fair value opposite to changes in the fair value of the derivative loan commitments and loans held for sale, thereby reducing earnings volatility. Reclassifications ● Gross commission income is comprised of revenues from the Real Estate Brokerage segment which were previously recorded in revenue ● Other service revenue is comprised of revenues not included in the Real Estate Brokerage segment which were previously recorded in revenue ● Commission and other agent-related costs is comprised of the direct costs to fulfill the services from the Real Estate Brokerage segment which were previously recorded in cost of revenue ● Operations and support are comprised of the direct costs to fulfill the services not included in the Real Estate Brokerage segment which were previously recorded in cost of revenue ● Depreciation and amortization represent the depreciation charged on the Company’s fixed assets and intangible assets which were previously recorded in general and administrative expenses. Recently Implemented Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes”. The provisions of ASU 2019-12 include eliminating certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The guidance is effective for the reporting period beginning after December 15, 2020, and the interim periods therein. The Company adopted this standard effective January 1, 2021 and the application of ASU 2019-12 did not have a material impact on the Company's condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,

Acquisitions

Acquisitions	9 Months Ended
Acquisitions	Sep. 30, 2021
Acquisitions
Acquisitions	Note 3. Acquisitions Acquisition of Red Barn On March 1, 2021, the Company completed the acquisition of Red Barn, in a transaction deemed immaterial to the Company. The Red Barn acquisition was accounted for as a business combination using the acquisition method of accounting. Due to the timing of the acquisition, the valuation of net assets acquired has not been finalized and is expected to be completed no later than one year from the acquisition date in accordance with GAAP. Acquisition of Naberly On March 1, 2021 the Company acquired substantially all of the assets of Naberly for cash consideration of approximately $2.7 million. Based on the Company’s preliminary estimation of the fair value of the assets acquired, the Naberly acquisition was accounted for as an asset acquisition. The total acquisition cost, including transaction costs of approximately $0.1 million, was approximately $2.8 million and was recorded as software intangible assets. During the year ended December 31, 2020, in connection with, and in advance of the closing under the asset purchase agreement to acquire the assets of Naberly, the Company issued to Naberly, an unsecured loan (the “Loan”) in the principal amount of up to approximately $0.2 million with an interest rate of two percent (2%) per annum, compounded annually, and a maturity date of February 28, 2021. The outstanding principal balance of the Loan was forgiven in connection with the closing of the acquisition and was accounted for as part of the purchase consideration transferred to Naberly. Acquisition of E4:9 On April 16, 2021 the Company purchased 100% of outstanding capital stock of E4:9. The Company accounted for the E4:9 acquisition as a business combination. The purchase price consisted of approximately $9.8 million cash consideration and approximately $16.6 million common stock consideration for a total purchase price of approximately $26.5 million. The aggregate purchase price exceeded the fair value of the net tangible and intangible assets acquired, and accordingly the Company recorded goodwill of approximately $14.4 million. The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows (amount in thousands): Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 2,843 Accounts receivable 958 Mortgage loans held for sale 8,147 Derivative assets 90 Prepaid and other current assets 122 Property & equipment 356 Intangible assets 11,780 Lease right of use assets 1,498 Other long-term assets 7 Total identifiable assets acquired 25,801 Accounts payable and accrued liabilities 938 Escrow liabilities 75 Derivative liabilities 120 Warehouse lines of credit 7,958 Notes payable 486 Lease liability, current portion 337 Lease liability, net of current portion 1,161 Deferred tax liabilities 2,686 Total liabilities assumed 13,761 Total identifiable net assets 12,040 Goodwill 14,418 Net assets acquired $ 26,458 The Company recognized approximately $0.3 million of acquisition related costs that were expensed in the nine months ended September 30, 2021 and are included in general and administrative expenses. Goodwill of approximately $7.4 million and $7.0 million was assigned to the Company’s Mortgage and Other services reporting units, respectively, and is attributable primarily to our assembled workforce and the anticipated future economic benefits of the vertical integration of E4:9’s mortgage lending and insurance product offerings available to our real estate agents. None of the goodwill is expected to be deductible for income tax purposes. The fair value associated with identifiable intangible assets was approximately $11.8 million, comprised of customer relationships of approximately $6.2 million, tradenames of approximately $5.2 million and know-how of approximately $0.4 million. Customer relationships is being amortized on an accelerated basis over a useful life of 8 years. Tradenames and know-how are amortized on a straight-line basis over 10 years and 5 years, respectively. Due to the timing of the acquisition, the valuation of net assets acquired has not been finalized and is expected to be completed no later than one year from the acquisition date in accordance with GAAP. The Company’s condensed consolidated financial statements include the results of operations of E4:9 since the closing on April 16, 2021 during which period E4:9 contributed approximately $4.0 million and $1.0 million of revenues and net loss, respectively, for the three months ended September 30, 2021 and approximately $6.9 million and $2.6 million of revenues and net loss, respectively, for the nine months ended September 30, 2021, respectively. Acquisition of LiveBy On April 20, 2021 the Company purchased 100% of outstanding capital stock of LiveBy. The Company accounted for the LiveBy acquisition as a business combination. The purchase price consisted of approximately $3.4 million cash consideration and approximately $5.6 million common stock consideration for a total purchase price of approximately $9.0 million. The aggregate purchase price exceeded the fair value of the net tangible and intangible assets acquired, and accordingly the Company recorded goodwill of approximately $4.1 million. The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows (amount in thousands): Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 516 Accounts receivable 138 Intangible assets 4,920 Prepaid and other current assets 2 Total identifiable assets acquired 5,576 Deferred tax liabilities 543 Accounts payable and accrued liabilities 167 Total liabilities assumed 710 Total identifiable net assets 4,866 Goodwill 4,115 Net assets acquired $ 8,981 The Company recognized approximately $0.2 million of acquisition related costs that were expensed in the nine months ended September 30, 2021 and are included in general and administrative expenses. Goodwill was assigned to the technology reporting unit and is attributable primarily to our assembled workforce and the anticipated future economic benefits to the Company’s agents through technology product offerings. None of the goodwill is expected to be deductible for income tax purposes. Due to the timing of the acquisition, the valuation of net assets acquired has not been finalized and is expected to be completed no later than one year from the acquisition date in accordance with GAAP. The Company’s consolidated financial statements include the results of operations of LiveBy since the closing on April 20, 2021 during which period LiveBy contributed approximately $0.6 million and $0.1 million of revenues and net income, respectively, for the three months ended September 30, 2021 and approximately $1.0 million and less than $0.1 million of revenues and net loss, respectively, for the nine months ended September 30, 2021. Acquisition of Epic Realty On June 30, 2021, the Company completed the acquisition of Epic Realty (“Epic”) in a transaction deemed immaterial to the Company. The Epic acquisition was accounted for as a business combination using the acquisition method of accounting. Due to the timing of the acquisition, the valuation of net assets acquired has not been finalized and is expected to be completed by no later than one year from the acquisition date in accordance with GAAP. Supplemental Pro Forma Financial Information On an unaudited pro forma basis, the revenues and net loss of the Company assuming the acquisitions of E4:9 and LiveBy occurred on January 1, 2020, are shown below. The unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisition happened on January 1, 2020, nor is the financial information indicative of the results of future operations. The pro forma financial information includes the estimated amortization expense based on the fair value and estimated useful lives of intangible assets as part of the acquisitions of E4:9 and LiveBy (amount in thousands, except per share): Nine months ended September 30, 2021 2020 Revenue $ 240,282 $ 136,667 Net loss $ (15,709) $ (697) Net loss per share (basic) $ (1.07) $ (0.07)

Property and Equipment, Net

Property and Equipment, Net	9 Months Ended
Property and Equipment, Net	Sep. 30, 2021
Property and Equipment, Net
Property and Equipment, Net	Note 4. Property and Equipment, Net Property and equipment, net consisted of the following at the dates indicated (amount in thousands): September 30, 2021 December 31, 2020 Vehicles $ — $ 119 Computers and equipment 453 139 Furniture and fixtures 610 44 Leasehold improvements 132 4 Total property and equipment 1,195 306 Accumulated depreciation (188) (151) Total property and equipment, net $ 1,007 $ 155 Depreciation expense for property and equipment was approximately $0.1 million and $0.1 million for the three and nine months ended September 30, 2021, respectively, and de minimis amounts for the three and nine months ended September 30, 2020.

Intangible Assets, Net

Intangible Assets, Net	9 Months Ended
Intangible Assets, Net	Sep. 30, 2021
Intangible Assets, Net
Intangible Assets, Net	Note 5. Intangible Assets, Net Intangible assets, net consisted of the following at the dates indicated (amount in thousands): September 30, 2021 Gross Carrying Accumulated Net Carrying Amount Amortization Value Trade names $ 6,326 $ (562) $ 5,764 Software development 8,182 (852) 7,330 Customer relationships 8,180 (314) 7,866 Agent relationships 2,670 (84) 2,586 Know-how 430 (18) 412 $ 25,788 $ (1,830) $ 23,958 December 31, 2020 Gross Carrying Accumulated Net Carrying Amount Amortization Value Trade names $ 166 $ (1) $ 165 Software development 921 (164) 758 $ 1,087 $ (165) $ 922 As of September 30, 2021, the estimated future amortization expense for definite-lived intangible assets was (amount in thousands): Years Ended December 31, 2021 (remaining) $ 924 2022 3,802 2023 3,701 2024 3,588 2025 3,353 Thereafter 8,590 Total $ 23,958 Amortization expense was approximately $0.9 million and $1.7 million for the three and nine months ended September 30, 2021, respectively and de minimis amounts for the three and nine months ended September 30, 2020.

Goodwill

Goodwill	9 Months Ended
Goodwill	Sep. 30, 2021
Goodwill.
Goodwill	Note 6. Goodwill The Company recorded goodwill in connection with the acquisition of Verus which closed in November 2020 and in connection with the acquisitions of Red Barn, E4:9, LiveBy and Epic which closed in 2021. These acquisitions have 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. The changes in the carrying value of goodwill by segment as of September 30, 2021 are as noted in the table below (amount in thousands): Real Estate Brokerage Mortgage Technology Other (a) Total Balance at December 31, 2020 $ — $ — $ — $ 799 $ 799 Goodwill acquired during the period 1,009 7,400 4,115 7,019 19,543 Balance at September 30, 2021 $ 1,009 $ 7,400 $ 4,115 $ 7,818 $ 20,342 (a) There are no accumulated impairment charges as of September 30, 2021 and December 31, 2020.

Accrued Liabilities

Accrued Liabilities	9 Months Ended
Accrued Liabilities	Sep. 30, 2021
Accrued Liabilities
Accrued Liabilities	Note 7. Accrued Liabilities Accrued liabilities consisted of the following at the dates indicated (amount in thousands): September 30, 2021 December 31, 2020 Deferred annual fee $ 659 $ 293 Due to sellers 1,477 — Accrued compensation 1,094 202 Other accrued liabilities 1,755 570 Total accrued liabilities $ 4,985 $ 1,065

Warehouse Lines of Credit

Warehouse Lines of Credit	9 Months Ended
Warehouse Lines of Credit	Sep. 30, 2021
Warehouse Lines of Credit
Warehouse Lines of Credit	Note 8. Warehouse Lines of Credit As a means of financing mortgage loans held for sale, the Company utilizes line of credit agreements for the purpose of temporarily warehousing mortgage loans pending the sale of the loans. The warehouse lines of credit are classified as current on the condensed consolidated balance sheet and secured by mortgage loans held for sale with fair values that approximate the obligations to the lender. The Company maintained a warehousing credit and security agreement with a bank whereby the Company borrowed funds to finance the origination of eligible mortgage loans. The Company paid interest equal to the greater of Prime Rate less 0.75% or 3.85% per annum. The Prime Rate as of September 30, 2021 was 3.25%. The maximum funding limit of these loans was $15.0 million at September 30, 2021. At September 30, 2021, there was no outstanding balance on this warehouse line. The agreement expired in October 2021. The Company maintains a master loan warehouse agreement with a bank whereby the Company borrows funds to finance the origination or purchase of eligible loans. The Company pays interest equal to the greater of the mortgage interest rate of the underlying loan or 3.625%. The maximum funding of these loans was $15.0 million at September 30, 2021. At September 30, 2021, the outstanding balance on this warehouse line was approximately $4.1 million. The credit agreement requires the Company to maintain at least $1.0 million in liquid assets. The agreement expires in July 2022. The Company maintains a mortgage participation purchase agreement with a bank whereby the Company borrows funds to finance the origination or purchase of eligible loans. The Company pays interest equal to the greater of the mortgage interest rate of the underlying loan or 3.5%. The maximum funding of these loans was $25.0 million at September 30, 2021. At September 30, 2021, the outstanding balance on this warehouse line was approximately $6.2 million. The credit agreement requires the Company to maintain at least $1.0 million in liquid assets and have net income for the preceding 12 month period. The agreement expires in April 2023. During the three months ended September 30, 2021, the Company was not in compliance with the income debt covenants and obtained a waiver from the bank through December 31, 2021. The Company maintains a warehousing credit and security agreement with a bank whereby the Company borrows funds to finance the origination of eligible mortgage loans. The Company pays interest equal to the Daily Adjusting LIBOR rate plus 2.00% or 3.5% per annum. The Daily Adjusting LIBOR rate plus 2.00% as of September 30, 2021 was 2.09%. The maximum funding limit of these loans was $15.0 million at September 30, 2021. The credit agreement requires the Company to maintain at least $1.0 million in liquid assets, a tangible net worth of $2.3 million, debt-to-tangible net worth ratio of 15 to 1 and have net income for the preceding 12 month period. The income debt covenant becomes effective in July 2022. The agreement expires in April 2023. At September 30, 2021, there was no outstanding balance on this warehouse line.

Debt

Debt	9 Months Ended
Debt	Sep. 30, 2021
Debt
Debt	Note 9. Debt Long-term debt consisted of the following at the dates indicated (amount in thousands): September 30, 2021 December 31, 2020 Paycheck Protection Program Loan $ 303 $ 354 Small Business Administration Loan 171 150 Note Payable 883 — Loan Payable - Automobile Loan — 35 Total debt 1,357 539 Less current portion of the Paycheck Protection Program Loan (303) (237) Less current portion of the Small Business Administration Loan (25) (2) Less current portion of Note Payable (883) — Less current portion of the Loan Payable — (17) Long-term debt, net of current portion $ 146 $ 283 Note Payable – Paycheck Protection Program Loan In May 2020, the Company applied for and received approximately $0.3 million in unsecured loan funding (the “PPP Loan”) from the Paycheck Protection Program (the “PPP”), established pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and administered by the U.S. Small Business Administration (“SBA”). Under the terms of the promissory note (the “PPP Note”) and the PPP Loan, interest accrued on the outstanding principal at the rate of 1% per annum. The Company believes it has used the entire PPP Note amount for qualifying expenses and applied for forgiveness in March 2021, however, until forgiveness is approved by the SBA there is no assurance that the Company will obtain forgiveness of the PPP Loan in whole or in part. Additionally, in connection with the acquisition of Verus, the Company assumed approximately $0.1 million in additional loan funding from the PPP. The Company received full forgiveness of all outstanding principal, accrued, and unpaid interest on this loan as of January 6, 2021. The forgiveness of this loan qualified for debt extinguishment in accordance with ASC 470-50, Debt Modifications and Extinguishments Additionally, in connection with the acquisition of E4:9, the Company assumed approximately $0.1 million in loan funding from the PPP (“E4:9 PPP Loan”). Under the terms of the promissory note (the “E4:9 PPP Note”) and the E4:9 PPP Loan, interest accrued on the outstanding principal at the rate of 1% per annum. The Company received full forgiveness of all outstanding principal, accrued, and unpaid interest on this loan as of August 2021. The forgiveness of this loan qualified for debt extinguishment in accordance with ASC 470-50, Debt Modifications and Extinguishments Note Payable Additionally, in connection with the acquisition of E4:9, the Company assumed a non-interest-bearing approximately $0.4 million promissory note to be paid in full at maturity date of July 1, 2022. During the three months ended September 30, 2021, the Company paid approximately $0.2 million on the promissory note. In July 2021, the Company entered into a promissory note for approximately $0.9 million in conjunction with a renewal of its director and officer insurance policy. The interest rate was 2.5% per annum. The note matures on July 31, 2022. Note Payable – Small Business Administration Loan On June 5, 2020, the Company received $0.2 million in loan funding from the SBA (the “SBA Note”) under the Economic Injury Disaster Loan program. The Company will use all the proceeds of this secured SBA Note solely as working capital to alleviate economic injury caused by COVID-19. The SBA Note is evidenced by a promissory note of the Company dated June 5, 2020 in the principal amount of approximately $0.2 million, to the SBA, the lender. Under the terms of the SBA Note, interest accrues on the outstanding principal at a rate of 3.75% per annum, and installment payments began in June 2021. All remaining principal and accrued interest is due and payable in May 2050.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
Fair Value Measurements	Sep. 30, 2021
Fair Value Measurements
Fair Value Measurements	Note 10. Fair Value Measurements FASB ASC 820, Fair Value Measurement ● 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). A description of the valuation methodologies used for assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. In general, fair value is based upon quoted market prices, where evaluated. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure the financial instruments are recorded at fair value. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Mortgage loans held for sale – The fair value of mortgage loans held for sale is determined, when possible, using quoted secondary-market prices or purchaser commitments. If no such quoted price exists, the fair value of a loan is determined using quoted prices for a similar asset or assets, adjusted for the specific attributes of that loan, which would be used by other market participants. The loans are considered Level 2 on the fair value hierarchy. Derivative financial instruments – Derivative financial instruments are reported at fair value. Fair value is determined using a pricing model with inputs that are unobservable in the market or cannot be derived principally from or corroborated by observable market data. These instruments are Level 3 on the fair value hierarchy. The fair value determination of each derivative financial instrument categorized as Level 3 required one or more of the following unobservable inputs: ● Agreed prices from Interest Rate Lock Commitments (“IRLC”) ● Trading prices for derivative hedges ● Closing prices at September 30, 2021 for derivative hedges The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of September 30, 2021 (amount in thousands): Level 1 Level 2 Level 3 Total Mortgage loans held for sale $ — $ 10,674 $ — $ 10,674 Derivative assets — — 48 48 Derivative liabilities — — (17) (17) $ — $ 10,674 $ 31 $ 10,705 The Company enters into IRLCs to originate residential mortgage loans held for sale, at specified interest rates and within a specific period of time (generally between 30 and 90 days), with customers who have applied for a loan and meet certain credit and underwriting criteria. These IRLCs meet the definition of a derivative and are reflected on the consolidated balance sheets at fair value with changes in fair value recognized in other service revenue on the consolidated statements of operations. Unrealized gains and losses on the IRLCs, reflected as derivative assets and derivative liabilities, respectively, are measured based on the fair value of the underlying mortgage loan, quoted agency mortgage-backed security (“MBS”) prices, estimates of the fair value of the mortgage servicing rights and the probability that the mortgage loan will fund within the terms of the IRLC, net of commission expense and broker fees. The fair value of the forward loan sales commitment and mandatory delivery commitments being used to hedge the IRLCs and mortgage loans held for sale not committed to purchasers are based on quoted agency MBS prices. The Company did not have any mortgage loans held for sale or derivative financial instruments at December 31, 2020.

Leases

Leases	9 Months Ended
Leases	Sep. 30, 2021
Leases
Leases	Note 11. Leases Operating Leases The Company has operating leases primarily consisting of office space with remaining lease terms of 1 Leases with an initial term of twelve months or less are not recorded on the balance sheet, and the Company does not separate lease and non-lease components of contracts. There are no material residual guarantees associated with any of the Company’s leases, and there are no significant restrictions or covenants included in the Company’s lease agreements. Certain leases include variable payments related to common area maintenance and property taxes, which are billed by the landlord, as is customary with these types of charges for office space. Our lease agreements generally do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate imputed discount rate. The Company benchmarked itself against other companies of similar credit ratings and comparable quality and derived an imputed rate, which was used in a portfolio approach to discount its real estate lease liabilities. The Company used estimated incremental borrowing rates for all active leases. Lease Costs The table below presents certain information related to the lease costs for the Company’s operating leases for the periods indicated (amount in thousands): Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Components of total lease costs: Operating lease expense $ 296 $ 48 $ 589 $ 118 Short-term lease expense 120 12 244 47 Total lease cost $ 416 $ 60 $ 833 $ 165 Lease Terms and Discount Rate The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s operating leases as of: September 30, 2021 December 31, 2020 Weighted average remaining lease term (in years) - operating leases 5.17 3.37 Weighted average discount rate - operating leases 5.92 % 7.67 % Future Minimum Lease Payments Future lease payments included in the measurement of lease liabilities on the consolidated balance sheet as of September 30, 2021, for the following five fiscal years and thereafter were as follows (amount in thousands): Operating Years Ended December 31, Leases 2021 (remaining) $ 287 2022 1,119 2023 1,047 2024 968 2025 847 2026 and thereafter 1,103 Total minimum lease payments $ 5,371 Less effects of discounting (787) Present value of future minimum lease payments $ 4,584

Share-based Compensation

Share-based Compensation	9 Months Ended
Share-based Compensation	Sep. 30, 2021
Share-based Compensation
Share-based Compensation	Note 12. Share-based Compensation The Company’s 2017 Stock Plan (the “Plan”) provides for granting stock options and restricted stock awards to employees, directors, contractors and consultants of the Company. A total of 3,182,335 shares of common stock are authorized to be issued pursuant to the Plan. The Company’s 2019 Omnibus Stock Incentive Plan (the “2019 Plan”) provides for granting stock options and restricted stock awards to employees, directors, agents, contractors and consultants of the Company. A total of 1,060,778 shares of common stock are authorized to be issued pursuant to the 2019 Plan. Restricted Stock Awards Weighted Average Grant Shares Date Fair Value Nonvested at December 31, 2020 390,787 $ 13.56 Granted 230,976 37.22 Vested (67,816) (29.87) Forfeited (23,950) (12.90) Nonvested at September 30, 2021 529,997 $ 10.90 In March 2021, pursuant to the 2019 Plan, the Company granted 82,003 restricted stock awards to certain employees and agents, of which 4,564 awards vested immediately and the remaining 77,439 awards will vest three years from the grant date subject to continuous service with the Company. The fair value of these restricted stock awards was $32.87 per share based on the Company’s closing stock price on the grant date. In March 2021, pursuant to the 2019 Plan, in connection with the Company’s acquisitions of Naberly and Red Barn (See Note 3), the Company granted 44,568 restricted stock awards to former founders who are now employees of the Company, of which 10,478 will vest one year from the grant date, and the remaining 34,090 will vest 18 months from the grant date. The fair value of the Company’s restricted stock awards granted in March 2021 was $44.00 per share based on the Company’s closing stock price on the grant date. Stock Option Awards A summary of stock option activity under the Plans are as follows: Weighted Average Weighted Remaining Options Average Contractual Term Aggregate Outstanding Exercise Price in Years intrinsic value (in thousands) Balance at December 31, 2020 47,332 $ 8.03 8.8 $ 1,326 Granted 13,638 44.00 Exercised (16,974) 4.71 Balance at September 30, 2021 43,996 $ 20.46 8.5 $ 510 Options exercisable at September 30, 2021 20,156 $ 4.71 7.5 $ 433 In March 2021, pursuant to the 2019 Plan, the Board granted stock option awards to the independent directors to acquire shares of common stock with an exercise price of $44.00 per share. The stock options will vest on the earlier of (a) one year from the date of grant and (b) the next annual stockholder meeting, subject to the director’s continued service on the Board. Stock based compensation related to the Company’s stock plans are as follows (amount in thousands): Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 General and administrative $ 295 $ 97 $ 1,811 $ 322 Commission and other agent-related cost 474 — 1,022 — Total stock-based compensation $ 769 $ 97 $ 2,833 $ 322 The Company capitalized $0.6 million of stock-based compensation expense associated with the cost of developing software for internal use during the three and months ended September 30, 2021.

Equity-classified Warrants

Equity-classified Warrants	9 Months Ended
Equity-classified Warrants	Sep. 30, 2021
Equity-classified Warrants
Equity-classified Warrants	Note 13. Equity-classified Warrants On August 4, 2020, the Company issued a warrant to the underwriter of its initial public offering (“IPO”) (the “Underwriter Warrant”) to purchase 240,100 shares of common stock. The Underwriter Warrant is exercisable at a per share exercise price of $11.00, and is exercisable at any time from and after January 31, 2021 through August 4, 2025. During the nine months ended September 30, 2021, no warrants to purchase common stock were issued, exercised, or expired.

Related Party Transactions

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2021
Related Party Transactions
Related Party Transactions	Note 14. Related Party Transactions Included in marketing expense for the three months ended September 30, 2021 and 2020 was approximately $0.1 million and less than $0.1 million, respectively, and for the nine months ended September 30, 2021 and 2020 was approximately $0.4 million and $0.1 million, respectively, to related parties in exchange for the Company receiving marketing services.

Net (Loss) Income per Share Att

Net (Loss) Income per Share Attributable to Common Stock	9 Months Ended
Net (Loss) Income per Share Attributable to Common Stock	Sep. 30, 2021
Net (Loss) Income per Share Attributable to Common Stock
Net (Loss) Income per Share Attributable to Common Stock	Note 15. Net (Loss) Income per Share Attributable to Common Stock Basic net (loss) income per share of common stock is computed by dividing net (loss) income attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net (loss) income per share is calculated by adjusting the weighted-average number of shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. Diluted (loss) income per share excludes, when applicable, the potential impact of stock options, unvested shares of restricted stock awards, and common stock warrants because their effect would be anti-dilutive due to our net loss. The calculation of basic and diluted net loss per share attributable to common stock was as follows: Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Net loss $ (3,373) $ (184) $ (8,865) $ (66) Weighted-average basic shares outstanding 14,312,675 12,156,111 13,948,862 10,721,917 Effect of dilutive securities: Unvested restricted stock awards — — — — Stock options — — — — Weighted-average diluted shares outstanding 14,312,675 12,156,111 13,948,862 10,721,917 Net loss per share - basic and diluted $ (0.24) $ (0.02) $ (0.64) $ (0.01) The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stock for the periods presented because their effect would have been anti-dilutive. Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Stock options 43,996 37,130 43,966 37,130 Unvested restricted stock awards 529,997 214,329 529,997 214,329 Common stock warrants 240,100 240,100 240,100 240,100

Income Taxes

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2021
Income Taxes
Income Taxes	Note 16. Income Taxes As of December 31, 2020, the Company had federal net operating loss carryforwards of approximately $9.2 million and state net operating loss carryforwards of approximately $4.5 million. Losses will begin to expire, if not utilized, in 2032. Utilization of the net operating loss carryforwards may be subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986 as amended, and similar provisions. The Company applies the standards on uncertainty in income taxes contained in ASC Topic 740, Accounting for Income Taxes. The adoption of this interpretation did not have any impact on the Company’s consolidated financial statements, as the Company did not have any significant unrecognized tax benefits during the three and nine months ended September 30, 2021 or the year ended December 31, 2020. Currently, the statute of limitations remains open subsequent to and including the year ended December 31, 2016. In determining the quarterly provision for income taxes, the Company used the annual effective tax rate applied to year-to-date income. The Company’s annual estimated effective tax rate differs from the statutory rate primarily as a result of state taxes, permanent differences, and changes in the Company’s valuation allowance. The income tax effects of unusual or infrequent items including a change in the valuation allowance as a result of a change in judgment regarding the realizability of deferred tax assets are excluded from the estimated annual effective tax rate and are required to be discretely recognized in the interim period they occur. The effective tax rate differed significantly in the nine months ended September 30, 2021 from prior periods. The Company has historically maintained a valuation allowance against deferred tax assets and reported only minimal current state tax expense. The Company recorded an income tax benefit of approximately $2.8 million and income tax expense of $33,500 for the nine months ended September 30, 2021 and 2020 respectively. The tax benefit for the nine months ended September 30, 2021 is primarily the result of the release of the valuation allowance against historical deferred tax assets and recognition of benefit from the current year projected loss. Net deferred tax liabilities of approximately $3.2 million recorded in connection with the E4:9 Holdings, Inc. and LiveBy, Inc acquisitions provide a source of taxable income to support the realizability of approximately $1.6 million of pre-existing deferred tax assets, as well as currently generated deferred tax assets from the projected loss for the year. The taxable temporary differences relating to the amortizable intangible assets support the realization of the net operating loss carryforwards. As a result of the transactions, the Company discretely released the historical valuation allowance and recognized a deferred tax benefit on a portion of current year losses. The remainder of the benefit not recorded in the period ended September 30, 2021 is expected to be recognized in the period ending December 31, 2021. The Company expects to maintain a valuation allowance on current year remaining net deferred tax assets by year-end due to historical operating losses.

Segment Reporting

Segment Reporting	9 Months Ended
Segment Reporting	Sep. 30, 2021
Segment Reporting
Segment Reporting	Note 17. Segment Reporting The Company identifies an operating segment as a component: (i) that engages in business activities from which it may earn revenues and incur expenses; (ii) that has available discrete financial information; and (iii) whose operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”) to allocate resources and to assess the operating results and financial performance of each operating segment. Historically, management has not made operating decisions nor assessed performance based on geographic locations. Rather, the CODM has made operating decisions and assessed performance based on the services of identified operating segments. Prior to the acquisition of E4:9 during the three months ended June 30, 2021 which included the mortgage lending and insurance agency services, the Company aggregated its real estate brokerage services segment and its affiliated services (e.g., title insurance) segment as the profits and losses and assets of the affiliated services segment were not material. During the three months ended June 30, 2021, the Company identified three reportable segments: Real Estate Brokerage, Mortgage, and Technology. Through its Real Estate Brokerage segment, the Company provides real estate brokerage services. Through its Mortgage segment, the Company provides residential loan origination and underwriting services. Through its Technology segment, the Company provides SaaS solutions and data mining for third party customers to develop its intelliAgent platform for current use by the Company’s real estate agents. As a result, the Company has modified the presentation of its segment financial information with retrospective application to all prior periods presented. Revenue and Adjusted EBITDA are the primary measures used by the CODM to evaluate financial performance of the reportable segments and to allocate resources. Adjusted EBITDA represents the revenues of the operating segment less operating expenses directly attributable to the respective operating segment. Adjusted EBITDA is defined by us as net income (loss) before depreciation and amortization, interest expense, net, income taxes, and other items. In particular, the Company believes the exclusion of non-cash share-based compensation expense related to restricted stock awards and stock options and transaction-related costs provides a useful supplemental measure in evaluating the performance of our operations and provides better transparency into our results of operations. The Company’s presentation of Adjusted EBITDA might not be comparable to similar measures used by other companies. The Company does not allocate assets to its reportable segments as they are not included in the review performed by the CODM for purposes of assessing segment performance and allocating resources. The balance sheet is managed on a consolidated basis and is not used in the context of segment reporting. Key operating data for the reportable segments for the three and nine months ended September 30, 2021 and are set forth in the tables below (amount in thousands). The Company has included the results of the acquisitions from the acquisition date. As such, the key operating data for the three and nine months ended September 30, 2020 include only the result of the Real Estate Brokerage reportable segment. Revenue Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Real Estate Brokerage $ 95,300 $ 55,848 $ 224,702 $ 123,375 Mortgage 2,623 — 4,125 — Technology 679 — 1,278 — Corporate and other services (a) 2,338 — 4,664 — Total Company $ 100,940 $ 55,848 $ 234,769 $ 123,375 Adjusted EBITDA Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Real Estate Brokerage $ 199 $ 6 $ 188 $ 469 Mortgage (101) — (991) — Technology 56 — (566) — Total Segment Adjusted EBITDA 154 6 (1,369) 469 Corporate and other services (a) (1,961) — (4,755) — Total Company Adjusted EBITDA $ (1,807) $ 6 $ (6,124) $ 469 Less: (931) (45) (1,778) (108) Other income (expense), net 102 (16) 190 (71) Income tax benefit (expense) 210 (32) 2,820 (34) Stock based compensation (770) (97) (2,833) (322) Transaction-related costs (177) — (1,140) — Net loss $ (3,373) $ (184) $ (8,865) $ (66) (a) Transactions between segments are eliminated in consolidation. Such amounts are eliminated through the Corporate and Other services line.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2021
Commitments and Contingencies
Commitments and Contingencies	Note 18. Commitments and Contingencies From time to time the Company is involved in litigation, claims, and other proceedings arising in the ordinary course of business. Such litigation and other proceedings may include, but are not limited to, actions relating to employment law and misclassification, intellectual property, commercial or contractual claims, brokerage or real estate disputes, or other consumer protection statutes, ordinary-course brokerage disputes like the failure to disclose property defects, commission disputes, and vicarious liability based upon conduct of individuals or entities outside of the Company’s control, including agents and third party contractor agents. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur. As of September 30, 2021, there was no material litigation against the Company. Encompass Net Worth Requirements In order to maintain approval from the U.S. Department of Housing and Urban Development to operate as a Title II non-supervised mortgagee, Encompass is required to maintain adjusted net worth of $1,000,000 and must maintain liquid assets (cash, cash equivalents, or readily convertible instruments) of 20% of the required net worth. As of September 30, 2021, Encompass had adjusted net worth of approximately $2.4 million and liquid assets of $2.5 million. Commitments to Extend Credit Encompass enters into IRLCs with borrowers who have applied for residential mortgage loans and have met certain credit and underwriting criteria. These commitments expose the Encompass to market risk if interest rates change and the underlying loan is not economically hedged or committed to a purchaser. Encompass is also exposed to credit loss if the loan is originated and not sold to a purchaser and the mortgagor does not perform. The collateral upon extension of credit typically of a first deed of trust in the mortgagor’s residential property. Commitments to originate loans do not necessarily reflect future cash requirements as commitments are expected to expire without being drawn upon. Regulatory Commitments Encompass is subject to periodic audits and examinations, both formal and informal in nature, from various federal and state agencies, including those made as part of the regulatory oversight of mortgage origination, servicing and financing activities. Such audits and examinations could result in additional actions, penalties or fines by state or federal government bodies, regulators or the courts.

Subsequent Events

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2021
Subsequent Events
Subsequent Events	Note 19. Subsequent Events All subsequent events requiring recognition as of September 30, 2021 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with ASC Topic 855 - Subsequent Events.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2021
Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The unaudited interim consolidated financial statements include the accounts of Fathom Holdings’ wholly owned subsidiaries. All transactions and accounts between and among its subsidiaries have been eliminated. All adjustments and disclosures necessary for a fair presentation of these unaudited interim consolidated financial statements have been included.
Certain Significant Risks and Business Uncertainties	Certain Significant Risks and Business Uncertainties
Liquidity	Liquidity $0.1
COVID-19 Risks, Impacts and Uncertainties	COVID-19 Risks, Impacts and Uncertainties The Company is subject to the risks arising from COVID-19 including its social and economic impacts on the residential real estate industry in the United States. Our management believes that these social and economic impacts, which to date have included but not been limited to the following, could have a significant impact on the Company’s future financial condition, liquidity, and results of operations: (i) restrictions on in-person activities associated with residential real estate transactions arising from shelter-in-place, or similar isolation orders; (ii) decline in consumer demand for in-person interactions and physical home tours; and (iii) deteriorating economic conditions, such as increased unemployment rates, recessionary conditions, lower yields on individual investment portfolios, and more stringent mortgage financing conditions. Given the daily evolution of COVID-19 and the global responses to curb its spread, the Company is not able to estimate the effects of COVID-19, including specifically the Delta variant and/or other variants, on its results of operations, financial condition, or liquidity for the year ending December 31, 2021 or beyond. If COVID-19 continues, it may have a material adverse effect on the Company’s financial condition, liquidity, and future results of operations.
Use of Estimates	Use of Estimates
Business Combinations	Business Combinations — The estimated fair value of net assets acquired, including the allocation of the fair value to identifiable assets and liabilities, is determined using established valuation techniques. A fair value measurement is determined as the price received to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. In the context of acquisition accounting, the determination of fair value often involves significant judgments and estimates by management, including the selection of valuation methodologies, estimates of future revenues, costs and cash flows, discount rates, and selection of comparable companies. The estimated fair values reflected in the acquisition accounting rely on management’s judgment and the expertise of a third-party valuation firm engaged to assist in concluding on the fair value measurements. For the business combinations completed during the nine-month period ended September 30, 2021, the estimated fair value of identifiable intangible assets, primarily consisting of agent relationships, tradenames, customer relationships, know-how and technology, was determined using the relief-from royalty and multi-period excess earnings methods. The most significant assumptions include the estimated remaining useful life, expected future revenue, annual agent revenue attrition, costs to develop new agents, charges for contributory assets, tax rate, discount rate and tax amortization benefit. The most significant variables in these valuations are discount rates and the number of years on which to base the cash flow projections, as well as other assumptions and estimates used to determine the cash inflows and outflows. Management determines discount rates based on the risk inherent in the acquired assets, specific risks, industry beta and capital structure of guideline companies. Management has developed these assumptions on the basis of historical knowledge of the business and projected financial information of the Company. These assumptions may vary based on future events, perceptions of different market participants and other factors outside the control of Management, and such variations may be significant to estimated values. The Company includes the results of operations from the acquisition date in the financial statements for all businesses acquired.
Asset Acquisitions	Asset Acquisitions — If the acquisition is deemed to be a business, the acquisition method of accounting is applied. Identifiable assets acquired and liabilities assumed at the acquisition date are recorded at fair value. If the transaction is deemed to be an asset acquisition, the cost accumulation and allocation model is used whereby the assets and liabilities are recorded based on the purchase price and allocated to the individual assets and liabilities based on relative fair values.
Mortgage Loans Held for Sale	Mortgage Loans Held for Sale
Intangible Assets, Net	Intangible Assets, Net — Definite-lived intangibles: Capitalized internal use software: . Capitalized software costs are amortized over the expected useful lives of the applicable software. Currently, capitalized software for internal use has a useful life estimated between five Estimated useful lives of website and software development activities are reviewed annually or whenever events or changes in circumstances indicate that intangible assets may be impaired and adjusted as appropriate to reflect upcoming development activities that may include significant upgrades or enhancements to the existing functionality.
Goodwill	Goodwill
Revenue Recognition	Revenue Recognition Revenue from Contracts with Customers The Company has utilized the practical expedient in ASC 606 and elected not to capitalize contract costs for contracts with customers with durations less than one year. The Company does not have significant remaining unfulfilled performance obligations or contract balances. The Company generates revenue from real estate brokerage services which consists of commissions generated from real estate transactions, which the Company classifies as gross commission income.The Company also generates revenues through mortgage lending, SaaS solutions, as well as title and insurance services, which the Company classifies as other service revenue. Revenues from real estate brokerage services The Company’s real estate brokerage services revenue substantially consists of commissions generated from real estate brokerage services. The Company is contractually obligated to provide for the fulfillment of transfers of real estate between buyers and sellers. The Company provides these services itself and controls the services of its agents necessary to legally transfer the real estate. Correspondingly, the Company is defined as the principal. The Company, as principal, satisfies its obligation upon the closing of a real estate transaction. The Company has concluded that agents are not employees of the Company, rather deemed to be independent contractors. Upon satisfaction of its obligation, the Company recognizes revenue in the gross amount of consideration it is entitled to receive. The transaction price is calculated by applying the Company’s portion of the agreed-upon commission rate to the property’s selling price. The Company may provide services to the buyer, seller, or both parties to a transaction. When the Company provides services to the seller in a transaction, it recognizes revenue for its portion of the commission, which is calculated as the sales price multiplied by the commission rate less the commission separately distributed to the buyer’s agent, or the “sell” side portion of the commission. When the Company provides services to the buyer in a transaction, the Company recognizes revenue in an amount equal to the sales price for the property multiplied by the commission rate for the “buy” side of the transaction. In instances in which the Company represents both the buyer and the seller in a transaction, it recognizes the full commission on the transaction. Commissions revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company’s customers remit payment for the Company’s services to the title company or attorney closing the sale of property at the time of closing. The Company receives payment upon close of property or within days of the closing of a transaction. The Company is not entitled to any commission until the performance obligation is satisfied and is not owed any commission for unsuccessful transactions, even if services have been provided. Revenues from mortgage services The revenue streams for the Company’s mortgage lending services business are primarily comprised of gains and losses from loans sold, and origination and other fees. The majority of these revenue streams are exempted from ASC 606. Origination and other fees are not specifically separable from actual mortgage loans. The gain on sale of mortgage loans represents the difference between the net sales proceeds and the carrying value of the mortgage loans sold, including the servicing rights release premiums and is recorded in the statement of operations in other service revenue. Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before maturity. Servicing rights release premiums represent revenues earned when the risk and rewards of ownership of servicing rights are transferred to third parties. Retail origination fees are principally revenues earned from loan originations. Direct loan origination costs and expenses associated with the loans are charged to expenses when the loans are sold. Interest income is interest earned on originated loans prior to the sale of the asset. Revenues from technology The Company generates revenue from subscription and services related to the use of the LiveBy platform. The SaaS contracts are generally annual contracts paid monthly in advance of service and cancellable upon 30 days’ notice after the first year. The Company’s subscription arrangements do not provide customers with the right to take possession of the software supporting the platform. Subscription revenue, which includes support, is recognized on a straight-line basis over the non-cancellable contractual term of the arrangement, generally beginning on the date that the Company’s service is made available to the customer, and recorded as other service revenue in the statement of operations. Revenues from title services The Company’s title services revenue includes fees charged for title search and examination, property settlement and title insurance services provided in association with property acquisitions and refinance transactions. The Company provides the title search and property settlement services itself and controls the services before they are transferred to our customers since the Company is primarily responsible for fulfilling the promise and also has full discretion in establishing the price for the settlement services (except in states where fees are set statutorily). As such, the Company is defined as the principal. As principal, the Company satisfies our obligation upon the closing of a real estate transaction. Upon satisfaction of our obligation, the Company recognizes revenue in the gross amount of consideration the Company is entitled to receive. The transaction price for title and property settlement services is determined by the fixed fees the Company charges for our services. The Company provides services to the buyers and sellers involved in the purchase transaction, as well as to the borrower in a refinance transaction. Title and property settlement revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company is not entitled to any title and property settlement revenue until the performance obligation is satisfied and is not owed any consideration for unsuccessful transactions, even if services have been provided. For title insurance services, the Company works in conjunction with insurance underwriters to perform these services, obtains the insurance policy premiums associated with title insurance on behalf of customers and remits the policy premium to the insurance underwriters. Since the insurance underwriter is ultimately providing the insurance policy to the borrower, the Company is not responsible for fulfilling the promise to provide the insurance. Additionally, the Company does not have discretion in dictating the price for the insurance policy, which is set by each jurisdiction and is either filed by insurance underwriters or set by the state insurance commissioners. Therefore, the Company does not control the specified service provided by the insurance underwriter. As such, in these circumstances, the Company acts as an agent. As the agent, the Company satisfies our obligation upon the closing of a real estate transaction. Upon satisfaction of our obligation, the Company recognizes revenue in the net amount of consideration the Company is entitled to receive, which is our fee for brokering the insurance policy less any consideration paid to the insurance underwriters. The transaction price for title insurance services is fixed, based on statutory rates depending on the jurisdiction. The Company negotiates with insurance underwriters the percentage they receive, and the rest is recognized as revenue. Title insurance revenue contains a single performance obligation that is satisfied upon the closing of a real estate transaction, at which point the entire transaction price is earned. The Company is not entitled to any title insurance revenue until the performance obligation is satisfied and is not owed any consideration for unsuccessful transactions, even if services have been provided. Revenues from insurance agency services The revenue streams for the Company’s insurance agency services business are primarily comprised of new and renewal commissions paid by insurance carriers. The transaction price is set as the estimated commissions to be received over the term of the policy based upon an estimate of premiums placed, policy changes and cancellations, net of restraint. The commissions are earned at the effective date of the associated policies when control of the policy transfers to the client. The Company is also eligible for certain contingent commissions from insurers based on the attainment of specific metrics (i.e., volume growth, loss ratios) related to underlying polices placed. Revenue for contingent commissions is estimated based on historical and current evidence of achievement towards each insurer’s annual respective metrics and is recorded as the underlying policies that contribute to the achievement are placed. Due to the uncertainty of the amount of contingent consideration that will be received, the estimated revenue is constrained to an amount that is probable to not have a significant negative adjustment. Contingent consideration is generally received in the first quarter of the subsequent year.
Derivative financial instruments	Derivative financial instruments The Company manages the interest rate risk associated with its outstanding interest rate lock commitments and loans held for sale by entering into derivative loan instruments such as forward loan commitments, mandatory delivery commitments, options and future contracts, whereby the Company maintains the right to deliver residential loans to purchasers in the future at a specified yield. Fair value is based upon estimated amounts that the Company would receive or pay to terminate the commitment at the reporting date. The Company takes into account various factors and strategies in determining the portion of the mortgage pipeline it wants to economically hedge. Management expects the derivatives used to manage interest rate risk will experience changes in fair value opposite to changes in the fair value of the derivative loan commitments and loans held for sale, thereby reducing earnings volatility.
Reclassifications	Reclassifications ● Gross commission income is comprised of revenues from the Real Estate Brokerage segment which were previously recorded in revenue ● Other service revenue is comprised of revenues not included in the Real Estate Brokerage segment which were previously recorded in revenue ● Commission and other agent-related costs is comprised of the direct costs to fulfill the services from the Real Estate Brokerage segment which were previously recorded in cost of revenue ● Operations and support are comprised of the direct costs to fulfill the services not included in the Real Estate Brokerage segment which were previously recorded in cost of revenue ● Depreciation and amortization represent the depreciation charged on the Company’s fixed assets and intangible assets which were previously recorded in general and administrative expenses.
Recently Implemented Accounting Pronouncements	Recently Implemented Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes”. The provisions of ASU 2019-12 include eliminating certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The guidance is effective for the reporting period beginning after December 15, 2020, and the interim periods therein. The Company adopted this standard effective January 1, 2021 and the application of ASU 2019-12 did not have a material impact on the Company's condensed consolidated financial statements. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,

Acquisitions (Tables)

Acquisitions (Tables)	9 Months Ended
Acquisitions (Tables)	Sep. 30, 2021
Business Acquisition [Line Items]
Schedule of supplemental pro forma financial Information	Nine months ended September 30, 2021 2020 Revenue $ 240,282 $ 136,667 Net loss $ (15,709) $ (697) Net loss per share (basic) $ (1.07) $ (0.07)
E4:9
Business Acquisition [Line Items]
Schedule of purchase consideration and the fair values of the assets and liabilities	The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows (amount in thousands): Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 2,843 Accounts receivable 958 Mortgage loans held for sale 8,147 Derivative assets 90 Prepaid and other current assets 122 Property & equipment 356 Intangible assets 11,780 Lease right of use assets 1,498 Other long-term assets 7 Total identifiable assets acquired 25,801 Accounts payable and accrued liabilities 938 Escrow liabilities 75 Derivative liabilities 120 Warehouse lines of credit 7,958 Notes payable 486 Lease liability, current portion 337 Lease liability, net of current portion 1,161 Deferred tax liabilities 2,686 Total liabilities assumed 13,761 Total identifiable net assets 12,040 Goodwill 14,418 Net assets acquired $ 26,458
LiveBy
Business Acquisition [Line Items]
Schedule of purchase consideration and the fair values of the assets and liabilities	The total purchase consideration and the fair values of the assets and liabilities at the acquisition date were as follows (amount in thousands): Recognized amounts of identifiable assets acquired and liabilities assumed Cash $ 516 Accounts receivable 138 Intangible assets 4,920 Prepaid and other current assets 2 Total identifiable assets acquired 5,576 Deferred tax liabilities 543 Accounts payable and accrued liabilities 167 Total liabilities assumed 710 Total identifiable net assets 4,866 Goodwill 4,115 Net assets acquired $ 8,981

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	9 Months Ended
Property and Equipment, Net (Tables)	Sep. 30, 2021
Property and Equipment, Net
Schedule of property and equipment, net	Property and equipment, net consisted of the following at the dates indicated (amount in thousands): September 30, 2021 December 31, 2020 Vehicles $ — $ 119 Computers and equipment 453 139 Furniture and fixtures 610 44 Leasehold improvements 132 4 Total property and equipment 1,195 306 Accumulated depreciation (188) (151) Total property and equipment, net $ 1,007 $ 155

Intangible Assets, Net (Tables)

Intangible Assets, Net (Tables)	9 Months Ended
Intangible Assets, Net (Tables)	Sep. 30, 2021
Intangible Assets, Net
Schedule of components of intangible assets, net	Intangible assets, net consisted of the following at the dates indicated (amount in thousands): September 30, 2021 Gross Carrying Accumulated Net Carrying Amount Amortization Value Trade names $ 6,326 $ (562) $ 5,764 Software development 8,182 (852) 7,330 Customer relationships 8,180 (314) 7,866 Agent relationships 2,670 (84) 2,586 Know-how 430 (18) 412 $ 25,788 $ (1,830) $ 23,958 December 31, 2020 Gross Carrying Accumulated Net Carrying Amount Amortization Value Trade names $ 166 $ (1) $ 165 Software development 921 (164) 758 $ 1,087 $ (165) $ 922
Schedule of estimated future amortization expense for definite-lived intangible assets	As of September 30, 2021, the estimated future amortization expense for definite-lived intangible assets was (amount in thousands): Years Ended December 31, 2021 (remaining) $ 924 2022 3,802 2023 3,701 2024 3,588 2025 3,353 Thereafter 8,590 Total $ 23,958

Goodwill (Tables)

Goodwill (Tables)	9 Months Ended
Goodwill (Tables)	Sep. 30, 2021
Goodwill.
Schedule of changes in the carrying value of goodwill	The changes in the carrying value of goodwill by segment as of September 30, 2021 are as noted in the table below (amount in thousands): Real Estate Brokerage Mortgage Technology Other (a) Total Balance at December 31, 2020 $ — $ — $ — $ 799 $ 799 Goodwill acquired during the period 1,009 7,400 4,115 7,019 19,543 Balance at September 30, 2021 $ 1,009 $ 7,400 $ 4,115 $ 7,818 $ 20,342 (a)

Accrued Liabilities (Tables)

Accrued Liabilities (Tables)	9 Months Ended
Accrued Liabilities (Tables)	Sep. 30, 2021
Accrued Liabilities
Schedule of components of accrued liabilities	Accrued liabilities consisted of the following at the dates indicated (amount in thousands): September 30, 2021 December 31, 2020 Deferred annual fee $ 659 $ 293 Due to sellers 1,477 — Accrued compensation 1,094 202 Other accrued liabilities 1,755 570 Total accrued liabilities $ 4,985 $ 1,065

Debt (Tables)

Debt (Tables)	9 Months Ended
Debt (Tables)	Sep. 30, 2021
Debt
Schedule of debt	Long-term debt consisted of the following at the dates indicated (amount in thousands): September 30, 2021 December 31, 2020 Paycheck Protection Program Loan $ 303 $ 354 Small Business Administration Loan 171 150 Note Payable 883 — Loan Payable - Automobile Loan — 35 Total debt 1,357 539 Less current portion of the Paycheck Protection Program Loan (303) (237) Less current portion of the Small Business Administration Loan (25) (2) Less current portion of Note Payable (883) — Less current portion of the Loan Payable — (17) Long-term debt, net of current portion $ 146 $ 283

Fair Value Measurements (Table)

Fair Value Measurements (Table)	9 Months Ended
Fair Value Measurements (Table)	Sep. 30, 2021
Fair Value Measurements
Schedule of financial assets that are measured at fair value on a recurring basis	The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of September 30, 2021 (amount in thousands): Level 1 Level 2 Level 3 Total Mortgage loans held for sale $ — $ 10,674 $ — $ 10,674 Derivative assets — — 48 48 Derivative liabilities — — (17) (17) $ — $ 10,674 $ 31 $ 10,705

Leases (Tables)

Leases (Tables)	9 Months Ended
Leases (Tables)	Sep. 30, 2021
Leases
Schedule of lease cost	The table below presents certain information related to the lease costs for the Company’s operating leases for the periods indicated (amount in thousands): Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Components of total lease costs: Operating lease expense $ 296 $ 48 $ 589 $ 118 Short-term lease expense 120 12 244 47 Total lease cost $ 416 $ 60 $ 833 $ 165
Schedule of weighted average remaining lease term and the weighted average discount rate for the Company's operating leases	September 30, 2021 December 31, 2020 Weighted average remaining lease term (in years) - operating leases 5.17 3.37 Weighted average discount rate - operating leases 5.92 % 7.67 %
Schedule of future lease payments	Future lease payments included in the measurement of lease liabilities on the consolidated balance sheet as of September 30, 2021, for the following five fiscal years and thereafter were as follows (amount in thousands): Operating Years Ended December 31, Leases 2021 (remaining) $ 287 2022 1,119 2023 1,047 2024 968 2025 847 2026 and thereafter 1,103 Total minimum lease payments $ 5,371 Less effects of discounting (787) Present value of future minimum lease payments $ 4,584

Share-based Compensation (Table

Share-based Compensation (Tables)	9 Months Ended
Share-based Compensation (Tables)	Sep. 30, 2021
Share-based Compensation
Summary of activity related to restricted stock awards	Weighted Average Grant Shares Date Fair Value Nonvested at December 31, 2020 390,787 $ 13.56 Granted 230,976 37.22 Vested (67,816) (29.87) Forfeited (23,950) (12.90) Nonvested at September 30, 2021 529,997 $ 10.90
Summary of stock option activity under the Plans	Weighted Average Weighted Remaining Options Average Contractual Term Aggregate Outstanding Exercise Price in Years intrinsic value (in thousands) Balance at December 31, 2020 47,332 $ 8.03 8.8 $ 1,326 Granted 13,638 44.00 Exercised (16,974) 4.71 Balance at September 30, 2021 43,996 $ 20.46 8.5 $ 510 Options exercisable at September 30, 2021 20,156 $ 4.71 7.5 $ 433
Summary of stock based compensation	Stock based compensation related to the Company’s stock plans are as follows (amount in thousands): Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 General and administrative $ 295 $ 97 $ 1,811 $ 322 Commission and other agent-related cost 474 — 1,022 — Total stock-based compensation $ 769 $ 97 $ 2,833 $ 322

Net (Loss) Income per Share A_2

Net (Loss) Income per Share Attributable to Common Stock (Tables)	9 Months Ended
	Sep. 30, 2021
Net (Loss) Income per Share Attributable to Common Stock
Summary of basic and diluted net loss	Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Net loss $ (3,373) $ (184) $ (8,865) $ (66) Weighted-average basic shares outstanding 14,312,675 12,156,111 13,948,862 10,721,917 Effect of dilutive securities: Unvested restricted stock awards — — — — Stock options — — — — Weighted-average diluted shares outstanding 14,312,675 12,156,111 13,948,862 10,721,917 Net loss per share - basic and diluted $ (0.24) $ (0.02) $ (0.64) $ (0.01)
Summary of outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stock	Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Stock options 43,996 37,130 43,966 37,130 Unvested restricted stock awards 529,997 214,329 529,997 214,329 Common stock warrants 240,100 240,100 240,100 240,100

Segment Reporting (Tables)

Segment Reporting (Tables)	9 Months Ended
Segment Reporting (Tables)	Sep. 30, 2021
Segment Reporting
Summary of key operating data for the reportable segments	Revenue Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Real Estate Brokerage $ 95,300 $ 55,848 $ 224,702 $ 123,375 Mortgage 2,623 — 4,125 — Technology 679 — 1,278 — Corporate and other services (a) 2,338 — 4,664 — Total Company $ 100,940 $ 55,848 $ 234,769 $ 123,375 Adjusted EBITDA Three months ended Nine months ended September 30, September 30, 2021 2020 2021 2020 Real Estate Brokerage $ 199 $ 6 $ 188 $ 469 Mortgage (101) — (991) — Technology 56 — (566) — Total Segment Adjusted EBITDA 154 6 (1,369) 469 Corporate and other services (a) (1,961) — (4,755) — Total Company Adjusted EBITDA $ (1,807) $ 6 $ (6,124) $ 469 Less: (931) (45) (1,778) (108) Other income (expense), net 102 (16) 190 (71) Income tax benefit (expense) 210 (32) 2,820 (34) Stock based compensation (770) (97) (2,833) (322) Transaction-related costs (177) — (1,140) — Net loss $ (3,373) $ (184) $ (8,865) $ (66) (a) Transactions between segments are eliminated in consolidation. Such amounts are eliminated through the Corporate and Other services line.

Description of Business and N_2

Description of Business and Nature of Operations (Details) - USD ($)	Jun. 30, 2021	Mar. 01, 2021
Red Barn
Subsidiary, Sale of Stock [Line Items]
Number of growing regional brokerage agents		230
Epic
Subsidiary, Sale of Stock [Line Items]
Number of growing regional brokerage agents	350

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
COVID-19 Risks, Impacts and Uncertainties
Net income (loss)	$ (3,373)	$ (184)	$ (8,865)	$ (66)
Cash and cash equivalents	$ 8,753	$ 30,993	8,753	30,993	$ 28,577
Proceeds from the issuance of common stock			$ 80	$ 83

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Intangible Assets, Net (Details)	9 Months Ended
	Sep. 30, 2021
Trade names
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	10 years
Agent Relationships
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	7 years
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	8 years
Know-how Relationships
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	5 years
Software development
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	5 years
Internally developed software
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	7 years
Maximum \| Software development
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	7 years
Minimum \| Software development
Finite-Lived Intangible Assets [Line Items]
Estimated Useful Life (Years)	5 years

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Goodwill (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2021USD ($)	Sep. 30, 2021USD ($)item
Summary of Significant Accounting Policies
Number of reporting units \| item		6
Impairment of goodwill \| $	$ 0	$ 0

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Revenue Recognition (Details)	9 Months Ended
	Sep. 30, 2021
Summary of Significant Accounting Policies
Notice in days for cancellation of contract	30 days

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Practical (Details)	9 Months Ended
	Sep. 30, 2021
Practical expedient
Practical expedient	true

Acquisitions - Acquisition of N

Acquisitions - Acquisition of Naberly (Details) - Naberly - USD ($) $ in Millions	Mar. 01, 2021	Dec. 31, 2020
Asset Acquisition [Line Items]
Cash consideration	$ 2.7
Transaction costs	0.1
Acquisition cost, including transaction costs	$ 2.8
Loans receivable, outstanding principal amount		$ 0.2
Interest rate		2.00%

Acquisitions - Schedule of Acqu

Acquisitions - Schedule of Acquisition of E4:9 (Details) - USD ($) $ in Thousands	Apr. 16, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Business Acquisition [Line Items]
Common stock consideration				$ 25,312
Goodwill		$ 20,342		20,342		$ 799
Recognized amounts of identifiable assets acquired and liabilities assumed
Goodwill		20,342		20,342		$ 799
Revenue		100,940	$ 55,848	234,769	$ 123,375
Net loss		(3,373)	(184)	$ (8,865)	(66)
Customer Relationships
Recognized amounts of identifiable assets acquired and liabilities assumed
Estimated useful life				8 years
Trade names
Recognized amounts of identifiable assets acquired and liabilities assumed
Estimated useful life				10 years
Know-how Relationships
Recognized amounts of identifiable assets acquired and liabilities assumed
Estimated useful life				5 years
Technology
Business Acquisition [Line Items]
Goodwill		4,115		$ 4,115
Recognized amounts of identifiable assets acquired and liabilities assumed
Goodwill		4,115		4,115
Revenue		679		1,278	0
Real Estate Brokerage
Recognized amounts of identifiable assets acquired and liabilities assumed
Revenue		95,300	$ 55,848	224,702	123,375
Mortgage
Business Acquisition [Line Items]
Goodwill		7,400		7,400
Recognized amounts of identifiable assets acquired and liabilities assumed
Goodwill		7,400		7,400
Revenue		$ 2,623		4,125	$ 0
E4:9
Business Acquisition [Line Items]
Percentage of outstanding capital acquired	100.00%
Cash consideration	$ 9,800
Common stock consideration	16,600
Total purchase price	26,500
Goodwill	14,418
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash	2,843
Accounts receivable	958
Mortgage loans held for sale	8,147
Derivative assets	90
Prepaid and other current assets	122
Property & equipment	356
Intangible assets	11,780
Lease right of use assets	1,498
Other long term assets	7
Total identifiable assets acquired	25,801
Accounts payable and accrued liabilities	938
Escrow liabilities	75
Derivative liabilities	120
Warehouse lines of credit	7,958
Notes payable	486
Lease liability, current portion	337
Lease liability, net of current portion	1,161
Deferred tax liabilities	2,686
Total liabilities assumed	13,761
Total identifiable net assets	12,040
Goodwill	14,418
Net assets acquired	26,458
Acquisition related costs				300
Intangible assets	11,780
Revenue	4,000			6,900
Net loss	1,000			$ 2,600
E4:9 \| Customer Relationships
Recognized amounts of identifiable assets acquired and liabilities assumed
Intangible assets	6,200
Intangible assets	$ 6,200
Estimated useful life	8 years
E4:9 \| Trade names
Recognized amounts of identifiable assets acquired and liabilities assumed
Intangible assets	$ 5,200
Intangible assets	$ 5,200
Estimated useful life	10 years
E4:9 \| Know-how Relationships
Recognized amounts of identifiable assets acquired and liabilities assumed
Intangible assets	$ 400
Intangible assets	$ 400
Estimated useful life	5 years
E4:9 \| Mortgage
Business Acquisition [Line Items]
Goodwill	$ 7,400
Recognized amounts of identifiable assets acquired and liabilities assumed
Goodwill	7,400
E4:9 \| Other service revenue.
Business Acquisition [Line Items]
Goodwill	7,000
Recognized amounts of identifiable assets acquired and liabilities assumed
Goodwill	$ 7,000

Acquisitions - Schedule of Ac_2

Acquisitions - Schedule of Acquisition of LiveBy, Inc. (Details) - USD ($) $ in Thousands	Apr. 20, 2021	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2020	Jun. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Business Acquisition [Line Items]
Common stock consideration						$ 25,312
Goodwill		$ 20,342				20,342		$ 799
Recognized amounts of identifiable assets acquired and liabilities assumed
Goodwill		20,342				20,342		$ 799
Revenue		100,940		$ 55,848		234,769	$ 123,375
Net loss		$ (3,373)		$ (184)		(8,865)	$ (66)
LiveBy
Business Acquisition [Line Items]
Percentage of outstanding capital acquired	100.00%
Cash consideration	$ 3,400
Common stock consideration	5,600
Total purchase price	9,000
Goodwill	4,115
Recognized amounts of identifiable assets acquired and liabilities assumed
Cash	516
Accounts receivable	138
Prepaid and other current assets	2
Trade names	4,920
Total identifiable assets acquired	5,576
Accounts payable and accrued liabilities	167
Deferred tax liabilities	543
Total liabilities assumed	710
Total identifiable net assets	4,866
Goodwill	4,115
Net assets acquired	8,981
Acquisition related costs			$ 200		$ 200
Revenue	600					1,000
Net loss	$ 100					$ 100

Acquisitions - Supplemental Pro

Acquisitions - Supplemental Pro Forma Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Acquisitions
Revenue	$ 240,282	$ 136,667
Net Loss	$ (15,709)	$ (697)
Net loss per share (basic)	$ (1.07)	$ (0.07)

Property and Equipment, Net (De

Property and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021	Dec. 31, 2020
Property and Equipment, Net
Total property and equipment	$ 1,195	$ 1,195	$ 306
Accumulated depreciation	(188)	(188)	(151)
Total property and equipment, net	1,007	1,007	155
Depreciation expense	100	100
Vehicles
Property and Equipment, Net
Total property and equipment			119
Computers and equipment
Property and Equipment, Net
Total property and equipment	453	453	139
Furniture and fixtures
Property and Equipment, Net
Total property and equipment	610	610	44
Leasehold improvements
Property and Equipment, Net
Total property and equipment	$ 132	$ 132	$ 4

Intangible Assets, Net (Details

Intangible Assets, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 25,788	$ 1,087
Accumulated Amortization	(1,830)	(165)
Net Carrying Value	23,958	922
Trade names
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	6,326	166
Accumulated Amortization	(562)	(1)
Net Carrying Value	5,764	165
Software development
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	8,182	921
Accumulated Amortization	(852)	(164)
Net Carrying Value	7,330	$ 758
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	8,180
Accumulated Amortization	(314)
Net Carrying Value	7,866
Agent Relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2,670
Accumulated Amortization	(84)
Net Carrying Value	2,586
Know-how
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	430
Accumulated Amortization	(18)
Net Carrying Value	$ 412

Intangible Assets, Net - Future

Intangible Assets, Net - Future amortization expense of intangible assets (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Intangible Assets, Net
2021 (remaining)	$ 924
2022	3,802
2023	3,701
2024	3,588
2025	3,353
Thereafter	8,590
Total	$ 23,958	$ 922

Intangible Assets, Net - Additi

Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2021
Intangible Assets, Net
Amortization expense for capitalized software and trade names	$ 0.9	$ 1.7

Goodwill (Details)

Goodwill (Details) - USD ($)	9 Months Ended
Goodwill (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Carrying Value
Beginning balance	$ 799,000
Goodwill acquired during the period	19,543,000
Ending balance	20,342,000
Accumulated impairment charges	0	$ 0
Technology
Carrying Value
Goodwill acquired during the period	4,115,000
Ending balance	4,115,000
Operating segments
Carrying Value
Beginning balance	0
Goodwill acquired during the period	1,009,000
Ending balance	1,009,000
Mortgage
Carrying Value
Goodwill acquired during the period	7,400,000
Ending balance	7,400,000
Other
Carrying Value
Beginning balance	799,000
Goodwill acquired during the period	7,019,000
Ending balance	$ 7,818,000

Accrued Liabilities (Details)

Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Accrued Liabilities
Deferred annual fee	$ 659	$ 293
Accrued compensation	1,094	202
Due to sellers	1,477
Other accrued liabilities	1,755	570
Total accrued liabilities	$ 4,985	$ 1,065

Warehouse Lines of Credit (Deta

Warehouse Lines of Credit (Details) - USD ($)	9 Months Ended
Warehouse Lines of Credit (Details) - USD ($)	Sep. 30, 2021	Jul. 31, 2021	Dec. 31, 2020
Line of Credit Facility [Line Items]
Line of credit, Outstanding, current	$ 10,305,000
Liquid assets	28,826,000		$ 32,856,000
Libor interest rate		2.50%
Warehousing credit and security agreement
Line of Credit Facility [Line Items]
Maximum borrowing capacity	15,000,000
Line of credit, Outstanding, current	$ 0
Libor interest rate	2.09%
Debt-to-tangible net worth ratio	15.00%
Tangible net worth	$ 2,300,000
Warehousing credit and security agreement \| Minimum
Line of Credit Facility [Line Items]
Liquid assets	$ 1,000,000
Warehousing credit and security agreement \| Prime rate
Line of Credit Facility [Line Items]
Variable rate, Basis spread	0.75%
Prime rate, Basis spread	3.25
Variable Interest Rate	3.85%
Warehousing credit and security agreement \| London Interbank Offered Rate (LIBOR)
Line of Credit Facility [Line Items]
Libor interest rate	2.00%
Warehousing credit and security agreement \| London Interbank Offered Rate (LIBOR) \| Minimum
Line of Credit Facility [Line Items]
Libor interest rate	2.00%
Warehousing credit and security agreement \| London Interbank Offered Rate (LIBOR) \| Maximum
Line of Credit Facility [Line Items]
Libor interest rate	3.50%
Master loan agreement
Line of Credit Facility [Line Items]
Variable Interest Rate	3.625%
Maximum borrowing capacity	$ 15,000,000
Line of credit, Outstanding, current	4,100,000
Master loan agreement \| Minimum
Line of Credit Facility [Line Items]
Liquid assets	1,000,000
Mortgage participation purchase agreement
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 25,000,000
Interest Rate	3.50%
Line of credit, Outstanding, noncurrent	$ 6,200,000
Mortgage participation purchase agreement \| Minimum
Line of Credit Facility [Line Items]
Liquid assets	$ 1,000,000

Debt - Loan Payable and Notes P

Debt - Loan Payable and Notes Payable (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Long term debt	$ 1,357	$ 539
Less current portion	(1,211)	(256)
Debt, Net of current portion	146	283
Loans Payables \| Automobile Loan
Debt Instrument [Line Items]
Long term debt		35
Less current portion		(17)
Notes Payable
Debt Instrument [Line Items]
Long term debt	883
Less current portion	(883)
Notes Payable \| Paycheck Protection Program Loan
Debt Instrument [Line Items]
Long term debt	303	354
Less current portion	(303)	(237)
Notes Payable \| Small Business Administration Loan
Debt Instrument [Line Items]
Long term debt	171	150
Less current portion	$ (25)	$ (2)

Debt (Details)

Debt (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2021	Jul. 01, 2022	Jul. 31, 2021	Jul. 21, 2021	Dec. 31, 2020	Nov. 24, 2020	Jun. 05, 2020	May 31, 2020
Debt Instrument [Line Items]
Interest rate per annum				2.50%
Gain on extinguishment	$ 76	$ 127
Note Payable	1,357	1,357				$ 539
Paycheck Protection Program Loan
Debt Instrument [Line Items]
Accrued and unpaid interest written off		100
PPP Loan
Debt Instrument [Line Items]
Accrued and unpaid interest written off	100	100
Gain on extinguishment	100	100
Notes Payable
Debt Instrument [Line Items]
Borrowed amount					$ 900
Non-interest-bearing promissory note	200	200
Note Payable	883	883
Notes Payable \| Subsequent events
Debt Instrument [Line Items]
Non-interest-bearing promissory note			$ 400
Notes Payable \| Small Business Administration Loan
Debt Instrument [Line Items]
Interest rate per annum								3.75%
Borrowed amount								$ 200
Note Payable	171	171				150
Notes Payable \| Paycheck Protection Program Loan
Debt Instrument [Line Items]
Interest rate per annum									1.00%
Borrowed amount									$ 300
Note Payable	$ 303	$ 303				$ 354
Notes Payable \| PPP Loan \| Verus Title Inc.
Debt Instrument [Line Items]
Borrowed amount							$ 100
Notes Payable \| PPP Loan \| E4:9
Debt Instrument [Line Items]
Interest rate per annum	1.00%	1.00%
Borrowed amount	$ 100	$ 100

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Fair Value, Recurring $ in Thousands	Sep. 30, 2021USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mortgage loans held for sale	$ 10,674
Derivative assets	48
Derivative liabilities	(17)
Total	10,705
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mortgage loans held for sale	10,674
Total	10,674
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets	48
Derivative liabilities	(17)
Total	$ 31

Leases (Details)

Leases (Details)	9 Months Ended
Leases (Details)	Sep. 30, 2021	Dec. 31, 2020
Lessee, Lease, Description [Line Items]
Option to extend	true
Residual value guarantee	false
Weighted average remaining lease term (in years) - operating leases	5 years 2 months 1 day	3 years 4 months 13 days
Weighted average discount rate - operating leases	5.92%	7.67%
Minimum
Lessee, Lease, Description [Line Items]
Lease term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Lease term	7 years

Leases - Lease costs (Details)

Leases - Lease costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Leases - Lease costs (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Leases
Operating lease expense	$ 296	$ 48	$ 589	$ 118
Short-term lease expense	120	12	244	47
Total lease cost	$ 416	$ 60	$ 833	$ 165

Leases - Undiscounted cash flow

Leases - Undiscounted cash flow (Details) $ in Thousands	Sep. 30, 2021USD ($)
Future Minimum Lease Payments
2021 (remaining)	$ 287
2022	1,119
2023	1,047
2024	968
2025	847
2026 and thereafter	1,103
Total minimum lease payments	5,371
Less effects of discounting	(787)
Total lease liability	$ 4,584

Share-based Compensation (Detai

Share-based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions	1 Months Ended	3 Months Ended	9 Months Ended
	Mar. 31, 2021	Sep. 30, 2021	Sep. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards granted (in shares)			230,976
Fair value of awards granted (in dollars per share)			$ 29.87
Exercise price of stock options granted (in dollars per share)			$ 44
Capitalized of stock-based compensation expense		$ 0.6
2017 Stock Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized		3,182,335	3,182,335
2019 Omnibus Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized		1,060,778	1,060,778
Vesting period	1 year
Exercise price of stock options granted (in dollars per share)	$ 44
Vesting Tranche One \| 2019 Omnibus Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards granted (in shares)	4,564
Vesting Tranche One \| 2019 Plan, in connection with the acquisitions of Naberly and Red Barn
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards granted (in shares)	10,478
Vesting Tranche Two \| 2019 Omnibus Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards granted (in shares)	77,439
Vesting Tranche Two \| 2019 Plan, in connection with the acquisitions of Naberly and Red Barn
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards granted (in shares)	34,090
Vesting period	18 months
Unvested restricted stock awards \| 2019 Omnibus Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards granted (in shares)	82,003
Fair value of awards granted (in dollars per share)	$ 32.87
Vesting period	3 years
Unvested restricted stock awards \| 2019 Plan, in connection with the acquisitions of Naberly and Red Barn
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards granted (in shares)	44,568
Fair value of awards granted (in dollars per share)	$ 44
Unvested restricted stock awards \| Vesting Tranche One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year

Share-based Compensation - Move

Share-based Compensation - Movements in Restricted Stock Awards (Details) - $ / shares	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Shares
Non-vested at beginning	390,787
Granted	230,976
Vested	(67,816)
Forfeited	(23,950)
Non-vested at ending	529,997
Weighted-Average Grant Date Fair Value
Non-vested at beginning	$ 10.90	$ 13.56
Granted	37.22
Vested	(29.87)
Forfeited	(12.90)
Non-vested at ending	$ 10.90	$ 13.56

Share-based compensation - Summ

Share-based compensation - Summary of stock option activity under the Plans (Details) - USD ($) $ / shares in Units, $ in Thousands	Dec. 31, 2020	Sep. 30, 2021
Options Outstanding
Beginning balance		47,332
Granted		13,638
Exercised		(16,974)
Ending balance	47,332	43,996
Options exercisable		20,156
Weighted Average Exercise Price
Beginning balance		$ 8.03
Granted		44
Exercised		4.71
Ending balance	$ 8.03	20.46
Options exercisable		$ 4.71
Weighted Average Remaining Contractual Term in Years
Weighted average remaining contractual term	8 years 9 months 18 days	8 years 6 months
Options exercisable		7 years 6 months
Aggregate intrinsic value
Beginning balance		$ 1,326
Ending balance	$ 1,326	510
Options exercisable		$ 433

Share-based Compensation - Su_2

Share-based Compensation - Summary of stock based compensation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 769	$ 97	$ 2,833	$ 322
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	295	$ 97	1,811	$ 322
Commission and other agent-related cost
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation	$ 474		$ 1,022

Equity-classified Warrants - Is

Equity-classified Warrants - Issuance of warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2021	Aug. 04, 2020
Equity-classified Warrants
Underwriter Warrant to purchase shares		0	240,100
Warrant exercise price (in dollars per share)			$ 11
Equity issuance costs	$ 3,183

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Related Party Transactions
Revenue		$ 0.1		$ 0.4
Marketing expense	$ 0.1	$ 0.1	$ 0.4	$ 0.1

Net (Loss) Income per Share A_3

Net (Loss) Income per Share Attributable to Common Stock - Calculation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Net (Loss) Income per Share Attributable to Common Stock
Net loss	$ (3,373)	$ (184)	$ (8,865)	$ (66)
Weighted-average basic shares outstanding	14,312,675	12,156,111	13,948,862	10,721,917
Weighted-average diluted shares outstanding	14,312,675	12,156,111	13,948,862	10,721,917
Net loss per share - basic	$ (0.24)	$ (0.02)	$ (0.64)	$ (0.01)
Net loss per share - diluted	$ (0.24)	$ (0.02)	$ (0.64)	$ (0.01)

Net (Loss) Income per Share A_4

Net (Loss) Income per Share Attributable to Common Stock - Antidilutive Securities (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Stock option awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents excluded from computation of diluted net loss per share attributable to common stock for the periods presented because their effect would have been anti-dilutive	43,996	37,130	43,966	37,130
Unvested restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents excluded from computation of diluted net loss per share attributable to common stock for the periods presented because their effect would have been anti-dilutive	529,997	214,329	529,997	214,329
Common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Common stock equivalents excluded from computation of diluted net loss per share attributable to common stock for the periods presented because their effect would have been anti-dilutive	240,100	240,100	240,100	240,100

Income Taxes (Details)

Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($)	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Income Taxes
Federal net operating loss carryforwards					$ 9,200,000
State net operating loss carryforwards					$ 4,500,000
Unrecognized tax benefits	$ 0		$ 0
Income tax (expense)	(210,000)	$ 32,000	(2,820,000)	$ 33,500
Net deferred tax liabilities	3,200,000		3,200,000
Pre existing deferred tax assets	$ 1,600,000		$ 1,600,000

Segment Reporting (Details)

Segment Reporting (Details) - USD ($)	3 Months Ended		9 Months Ended
Segment Reporting (Details) - USD ($)	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Segment Reporting Information [Line Items]
Revenue	$ 100,940,000	$ 55,848,000	$ 234,769,000	$ 123,375,000
Adjusted EBITDA	(1,807,000)	6,000	(6,124,000)	469,000
Less: Depreciation and amortization	(931,000)	(45,000)	(1,778,000)	(108,000)
Other income (expense), net	102,000	(16,000)	190,000	(71,000)
Income tax benefit (expense)	210,000	(32,000)	2,820,000	(33,500)
Share based compensation	(770,000)	(97,000)	(2,833,000)	(322,000)
Transaction-related costs	(177,000)		(1,140,000)	0
Net loss	(3,373,000)	(184,000)	(8,865,000)	(66,000)
Technology
Segment Reporting Information [Line Items]
Revenue	679,000		1,278,000	0
Real Estate Brokerage
Segment Reporting Information [Line Items]
Revenue	95,300,000	55,848,000	224,702,000	123,375,000
Mortgage
Segment Reporting Information [Line Items]
Revenue	2,623,000		4,125,000	0
Corporate and other services
Segment Reporting Information [Line Items]
Revenue	2,338,000		4,664,000	0
Operating segments
Segment Reporting Information [Line Items]
Adjusted EBITDA	154,000	6,000	(1,369,000)	469,000
Operating segments \| Technology
Segment Reporting Information [Line Items]
Adjusted EBITDA	56,000		(566,000)	0
Operating segments \| Real Estate Brokerage
Segment Reporting Information [Line Items]
Adjusted EBITDA	199,000	$ 6,000	188,000	469,000
Operating segments \| Mortgage
Segment Reporting Information [Line Items]
Adjusted EBITDA	(101,000)		(991,000)	0
Eliminated in consolidation \| Corporate and other services
Segment Reporting Information [Line Items]
Adjusted EBITDA	$ (1,961,000)		$ (4,755,000)	$ 0

Segment Reporting - Additional

Segment Reporting - Additional Information (Details)	9 Months Ended
Segment Reporting - Additional Information (Details)	Sep. 30, 2021segment
Segment Reporting
Number of reporting segment	3

Commitments and Contingencies (

Commitments and Contingencies (Details) - Encompass	Sep. 30, 2021USD ($)
Commitments And Contingencies Disclosure [Line items]
Adjusted net worth to maintained	$ 1,000,000
Net worth adjusted	2,400,000
Liquid assets to maintained	$ 2,500,000
Percentage of required net worth Liquid assets for compliance	20.00%