Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 04, 2022 | Jun. 30, 2021 | |
Document and Entity Information [Abstract] | ||||
Document Type | 10-K | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 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 Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | true | |||
Entity Ex Transition Period | true | |||
Entity Shell Company | false | |||
Entity Public Float | $ 169,317,461 | |||
Entity Common Stock, Shares Outstanding | 17,019,076 | |||
Entity Central Index Key | 0001753162 | |||
Current Fiscal Year End Date | --12-31 | |||
Document Fiscal Year Focus | 2021 | |||
Document Fiscal Period Focus | FY | |||
Amendment Flag | false | |||
ICFR Auditor Attestation Flag | false | |||
Auditor Name | Deloitte & Touche LLP | BDO USA, LLP | ||
Auditor Firm ID | 34 | 243 | ||
Auditor Location | Raleigh, North Carolina | Raleigh, North Carolina |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 37,830 | $ 28,577 |
Restricted cash | 91 | 984 |
Accounts receivable | 3,981 | 1,595 |
Derivative assets | 53 | |
Mortgage loans held for sale, at fair value | 9,862 | |
Prepaid and other current assets | 2,633 | 1,700 |
Total current assets | 54,450 | 32,856 |
Property and equipment, net | 1,250 | 155 |
Lease right of use assets | 4,353 | 437 |
Intangible assets, net | 24,243 | 922 |
Goodwill | 20,541 | 799 |
Other assets | 93 | 56 |
Total assets | 104,930 | 35,225 |
Current liabilities: | ||
Accounts payable | 5,303 | 2,596 |
Accrued liabilities | 4,401 | 1,065 |
Other liabilities | 90 | 933 |
Warehouse lines of credit | 9,577 | |
Long-term debt - current portion | 831 | 256 |
Lease liability - current portion | 870 | 140 |
Total current liabilities | 21,072 | 4,990 |
Long-term debt, net of current portion | 146 | 283 |
Lease liability, net of current portion | 3,562 | 301 |
Total liabilities | 24,780 | 5,574 |
Commitments and contingencies (See Note 19) | ||
Stockholders' equity: | ||
Common stock, no par value, 100,000,000 authorized and 16,546,207 and 13,830,351 issued and outstanding as of December 31, 2021 and 2020, respectively | ||
Treasury Stock, at cost, 5,683 shares as of December 31, 2021 and 2020 | (30) | (30) |
Additional paid-in capital | 100,159 | 37,169 |
Accumulated deficit | (19,979) | (7,488) |
Total stockholders' equity | 80,150 | 29,651 |
Total liabilities and stockholders' equity | $ 104,930 | $ 35,225 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
CONSOLIDATED BALANCE SHEETS | ||
Common stock, par value | $ 0 | $ 0 |
Common stock, authorized shares | 100,000,000 | 100,000,000 |
Common stock, issued shares | 16,751,606 | 13,830,351 |
Common stock, outstanding shares | 16,751,606 | 13,830,351 |
Treasury stock, shares | 5,683,000 | 5,683,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 330,230 | $ 176,784 |
Operating Expenses [Abstract] | ||
Commission and other agent-related costs | 300,509 | 166,344 |
Operations and support | 5,470 | 21 |
Technology and development | 3,911 | 372 |
General and administrative | 32,733 | 10,316 |
Marketing | 1,895 | 970 |
Depreciation and amortization | 1,817 | 36 |
Total operating expenses | 346,335 | 178,059 |
Loss from operations | (16,105) | (1,275) |
Other (income) expense, net | ||
Gain on the extinguishment of debt | (433) | |
Interest (income) expense, net | 7 | 84 |
Other income, net | 59 | (10) |
Other (income) expense, net | (367) | 74 |
Loss from operations before income taxes | (15,738) | (1,349) |
Income tax benefit (expense) | 3,247 | 8 |
Net loss | $ (12,491) | $ (1,341) |
Net loss per share | ||
Basic | $ (0.88) | $ (0.12) |
Diluted | $ (0.88) | $ (0.12) |
Weighted average common shares outstanding | ||
Basic | 14,269,078 | 11,404,262 |
Weighted-average diluted shares outstanding | 14,269,078 | 11,404,262 |
Gross commission income | ||
Revenue | $ 314,373 | $ 176,631 |
Other revenue | ||
Revenue | $ 15,857 | $ 153 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Common StockIPO | Common Stock | Treasury Stock | Additional Paid in Capital | Accumulated deficit | Total |
Beginning balance at Dec. 31, 2019 | $ 4,989 | $ (6,147) | $ (1,158) | |||
Beginning balance (in shares) at Dec. 31, 2019 | 10,211,658 | |||||
Changes in Stockholders' deficit | ||||||
Issuance of common stock | 83 | 83 | ||||
Issuance of common stock (in shares) | 3,430,000 | 15,726 | ||||
Offering costs in connection with public offering | (3,183) | (3,183) | ||||
Issuance of common stock for the purchase of Verus | 252 | 252 | ||||
Issuance of common stock for the purchase of Verus (in shares) | 12,662 | |||||
Purchase of treasury stock | $ (30) | (30) | ||||
Purchase of treasury stock (in shares) | (5,683) | 5,683 | ||||
Share-based compensation, net of forfeitures | 728 | 728 | ||||
Share-based compensation, net of forfeitures (in shares) | 165,988 | |||||
Issuance of common stock in connection with IPO | 34,300 | 34,300 | ||||
Issuance of common stock in connection with IPO (in shares) | 3,430,000 | |||||
Net loss attributable to common stock-basic and diluted | (1,341) | (1,341) | ||||
Ending balance at Dec. 31, 2020 | $ (30) | 37,169 | (7,488) | 29,651 | ||
Ending balance (in shares) at Dec. 31, 2020 | 13,830,351 | 5,683 | ||||
Changes in Stockholders' deficit | ||||||
Issuance of common stock (in shares) | 1,400,000 | |||||
Offering costs in connection with public offering | (2,471) | (2,471) | ||||
Issuance of common stock for the purchase of Verus | 25,538 | 25,538 | ||||
Issuance of common stock for the purchase of Verus (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 | 4,843 | $ 4,843 | ||||
Share-based compensation, net of forfeitures (in shares) | 376,903 | |||||
Issuance of common stock in connection with IPO | 35,000 | 35,000 | ||||
Issuance of common stock in connection with IPO (in shares) | 1,750,000 | |||||
Net loss attributable to common stock-basic and diluted | (12,491) | (12,491) | ||||
Ending balance at Dec. 31, 2021 | $ (30) | $ 100,159 | $ (19,979) | $ 80,150 | ||
Ending balance (in shares) at Dec. 31, 2021 | 16,751,606 | 5,683 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (12,491,000) | $ (1,341,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 2,748,000 | 165,000 |
Gain on the extinguishment of debt | (433,000) | |
Gain on sale of mortgages | (5,205,000) | |
Share-based compensation | 4,011,000 | 728,000 |
Deferred income taxes | (3,339,000) | (46,000) |
Bad debt expense | 248,000 | 133,000 |
Non-cash lease expense | (21,000) | |
Other non-cash | 15,000 | |
Change in operating assets and liabilities: | ||
Mortgage loans held for sale | (179,297,000) | |
Proceeds from sale and principal payments on mortgage loans held for sale | 182,786,000 | |
Accounts receivable | (1,254,000) | (1,263,000) |
Prepaid and other assets | (1,248,000) | (879,000) |
Accounts payable | 1,674,000 | 1,468,000 |
Accrued liabilities | 1,112,000 | (736,000) |
Other liabilities | (1,001,000) | 608,000 |
Operating lease right of use assets | 675,000 | |
Operating lease liabilities | (584,000) | 23,000 |
Other assets | (31,000) | (55,000) |
Derivative assets | 37,000 | |
Derivative liabilities | (120,000) | |
Net cash used in operating activities | (11,697,000) | (1,216,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (877,000) | (66,000) |
Amounts paid for business acquisitions, net of cash acquired | (11,081,000) | (257,000) |
Issuance of loan receivable | (165,000) | |
Purchase of intangible assets | (2,602,000) | (422,000) |
Net cash used in investing activities | (14,560,000) | (910,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Principal payments on long-term debt | (740,000) | (17,000) |
Proceeds from the issuance of common stock pursuant to exercise of stock options | 80,000 | 83,000 |
Proceeds from note payable | 1,129,000 | 454,000 |
Net borrowings on warehouse lines of credit | 1,618,000 | |
Proceeds from the issuance of common stock in connection with public offering | 35,000,000 | 34,300,000 |
Payment of offering cost in connection with issuance of common stock in connection with public offering | (2,471,000) | (3,183,000) |
Purchase of treasury stock | (30,000) | |
Extinguishment of note payable | 500,000 | |
Net cash provided by financing activities | 34,616,000 | 31,107,000 |
Net increase in cash, cash equivalents, and restricted cash | 8,360,000 | 28,982,000 |
Cash, cash equivalents, and restricted cash at beginning of period | 29,561,000 | 579,000 |
Cash, cash equivalents, and restricted cash at end of period | 37,921,000 | 29,561,000 |
Supplemental disclosure of cash and non-cash transactions: | ||
Cash paid for interest | 13,000 | 88,000 |
Income taxes paid | 39,000 | 23,000 |
Capitalized share-based compensation | 833,000 | |
Right of use assets obtained in exchange for lease liabilities | 1,839,000 | 160,000 |
Issuance of common stock for the purchase of business | 25,538,000 | 252,000 |
Issuance of common stock warrants as offering costs in connection with public offering of common stock | 678,000 | |
Extinguishment of Paycheck Protection Program Loan | 433,000 | |
Loan receivable forgiven and used as purchase consideration | 165,000 | |
Reconciliation of cash and restricted cash | ||
Cash and cash equivalents | 37,830,000 | 28,577,000 |
Restricted cash | 91,000 | 984,000 |
Total cash, cash equivalents, and restricted cash shown in statement of cash flows | $ 37,921,000 | $ 29,561,000 |
Description of Business and Nat
Description of Business and Nature of Operations | 12 Months Ended |
Dec. 31, 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 services and supporting software called intelliAgent. During the year ended December 31, 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. In late November 2021 the Company increased its Idaho footprint with the acquisition of approximately 50 agents from Woodhouse Group Realty (“Woodhouse”), a full-service brokerage based in the Boise foothills of Eagle, Idaho. 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. In November 2021, the Company completed an offering of common stock, which resulted in the issuance and sale by the Company of 1,750,000 shares of common stock, at a public offering price of $25.00 per share, generating gross proceeds of approximately $35.0 million, of which the Company received approximately $32.5 million, after deducting underwriting discounts and other offering costs (the “2021 Equity Offering”). In February 2022, the Company acquired iPro Realty Network (“iPro”), a real estate brokerage business that will help expand the Company’s reach in the Utah real estate market. In February 2022, the Company acquired Cornerstone Financial (“Cornerstone”), a real estate mortgage business that will help expand the Company’s reach in the DC and surrounding markets. The Company’s brands include Fathom Realty, Dagley Insurance, Encompass Lending, intelliAgent, LiveBy, Real Results, Verus Title and Cornerstone. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 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 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 consolidated financial statements have been included. Certain Significant Risks and Business Uncertainties Liquidity $12.5 $1.3 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 and Omnicron variant and/or other variants, on its results of operations, financial condition, or liquidity for the year ending December 31, 2021 and beyond. While the development and availability of multiple COVID-19 vaccines lessened the impact of COVID-19 in 2021, 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 Cash and Cash Equivalents Fair Value Measurements 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). The fair value of cash and cash equivalents, restricted cash, accounts receivable, agent annual fees receivable, net, prepaid and other current assets, accounts payable and accrued liabilities, and due to affiliates approximate their carrying value due to their short-term maturities. The loan and notes payable, and lease liability are presented at their carrying value, which based on borrowing rates currently available to the Company for loans and leases with similar terms, approximate their fair values. Nonfinancial assets, such as goodwill, are accounted for at fair value on a nonrecurring basis. Accounts Receivable Agent Annual Fees Receivable Property and Equipment Asset category Depreciable life Vehicles 7 years Computers and equipment 5 years Furniture and fixtures 7 years Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets might not be recoverable. Recoverability of assets to be held and used is measured first by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets were considered to be impaired, an impairment loss would be recognized as the difference between the fair value and carrying value when the carrying amount of the asset exceeds the fair value of the asset. To date, no such impairment has occurred. 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. The estimated fair value of identifiable intangible assets, primarily consisting of agent relationships, tradenames customer relationships, know-how and technology, was determined using relief from royalty method. The most significant assumptions under the relief from royalty method used to value trade names include 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 and recorded in technology and development on the statement of operations. Currently, capitalized software costs for internal use have a useful life estimated at five years. 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 are 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 consists substantially 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. Commission 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, as the scope of the standard does not apply to revenue on contracts accounted for under ASC 860 Transfers and Servicing. 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 its 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 its obligation upon the closing of a real estate transaction. Upon satisfaction of its 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 its 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 its obligation upon the closing of a real estate transaction. Upon satisfaction of its obligation, the Company recognizes revenue in the net amount of consideration the Company is entitled to receive, which is its 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. Commission and other agent-related costs Operations and support Technology and development General and Administrative Marketing Leases Share-based Compensation Common Stock Warrant Distinguishing Liabilities from Equity Compensation - Stock Compensation (“ASC 718”). Under ASC 718, the warrants shall be classified as a liability if 1) the underlying shares are classified as liabilities or 2) the issuing entity can be required under any circumstances to settle the warrant by transferring cash or other assets. For additional discussion on warrants, see Note 12 – Equity-classified Warrants. 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. Income Taxes The Company believes that it is currently more likely than not that its deferred tax assets will not be realized and as such, it has recorded a full valuation allowance for these assets. The Company evaluates the likelihood of the ability to realize deferred tax assets in future periods on a quarterly basis, and when appropriate evidence indicates it would release its valuation allowance accordingly. The determination to provide a valuation allowance is dependent upon the assessment of whether it is more likely than not that sufficient taxable income will be generated to utilize the deferred tax assets. Based on the weight of the available evidence, which includes the Company’s historical operating losses, lack of taxable income, and accumulated deficit, the Company provided a full valuation allowance against the U.S. tax assets resulting from the tax losses as of December 31, 2021 and 2020. Reclassifications ● Gross commission income is comprised of revenues from the Real Estate Brokerage segment which were previously recorded in revenue. ● Other 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. ● Technology and development expenses primarily include personnel costs, including base pay, bonuses, benefits, and share based compensation, related to ongoing development and maintenance of our proprietary software for use by our agents, customers, and support staff. Technology and development expenses also include data licenses, other software, and equipment costs, as well as infrastructure and operational expenses, such as, for data centers, communication, and hosted services, which were previously recorded in general and administrative. Amortization of capitalized software and website development costs which were previously recorded in depreciation and amortization expense are now recorded to technology and development expense. ● 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. As noted above, these costs exclude amortization of capitalized software and website development costs which are recorded to technology and development expense. Recently Implemented Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes” 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, |
Acquisition of Verus Title Inc
Acquisition of Verus Title Inc | 12 Months Ended |
Dec. 31, 2021 | |
Acquisition of Verus Title Inc. | |
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. 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 $165,000 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 $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 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 8 Total identifiable assets acquired 25,802 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 2,743 Total liabilities assumed 13,818 Total identifiable net assets 11,984 Goodwill 14,474 Net assets acquired $ 26,458 The Company recognized approximately $0.3 million of acquisition related costs that were expensed in the year ended December 31, 2021 and are included in general and administrative expenses. Goodwill of approximately $7.4 million and $7.1 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. There is carryover basis in goodwill for tax purposes of $5.2 million that is deductible for income tax purposes. The fair value associated with identifiable intangible assets was approximately $11.8 million, comprised of customer relationships of $6.2 million, tradenames of $5.2 million and know-how of $0.4 million. Customer relationships is being amortized on an accelerated basis over a useful life of 8 years. Tradenames and know-how are amortized on a straight-line basis over 10 years and 5 years, respectively. The Company’s consolidated financial statements for the year ended December 31, 2021 include the results of operations of E4:9 since the closing on April 16, 2021 during which period E4:9 contributed approximately $11.0 million and $3.5 million of revenues and net loss, 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 $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 $4.2 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 139 Intangible assets 4,920 Prepaid and other current assets 2 Total identifiable assets acquired 5,577 Deferred tax liabilities 597 Accounts payable and accrued liabilities 167 Total liabilities assumed 764 Total identifiable net assets 4,812 Goodwill 4,168 Net assets acquired $ 8,981 The Company recognized approximately $0.2 million of acquisition related costs that were expensed in the year ended December 31, 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. Customer relationships, tradename and software are being amortized on an accelerated basis over a useful life of 10 years, 10 years, and 5 years, respectively. The fair value associated with identifiable intangible assets was approximately $4.9 million, comprised of customer relationships of $2.0 million, tradename of $1.0 million and software of $1.9 million. Customer relationships and tradename are being amortized on a straight-lined basis over a useful life of 10 years . Software is amortized on a straight-line basis over 5 years . 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 $1.7 million and $0.1 million of revenues and net loss, respectively. Acquisition of Epic and Woodhouse On June 30, 2021, the Company completed the acquisition of 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. In late November 2021 the Company completed the acquisition of Woodhouse, in a transaction deemed immaterial to the Company. Acquisition of Verus On November 24, 2020 the Company purchased 100% of outstanding capital stock of Verus. The Company accounted for the Verus acquisition as a business combination. The purchase price consisted of $0.7 million in cash consideration and $0.3 million in common stock consideration for a total purchase price of $1.0 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 $0.8 million, which is assigned to the Other segment and is attributable primarily to the real estate agent and attorney relationships. None of the goodwill is expected to be deductible for income tax purposes. The Company recognized approximately $0.1 million of acquisition related costs that were expensed during the year ended December 31, 2020, and are included in general and administrative expenses. 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 (amount in thousands except share data). 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. Year ended December 31, 2021 2020 Revenue $ 335,743 $ 195,242 Net loss $ (13,697) $ (2,646) Net loss per share (basic) $ (0.92) $ (0.22) |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill. | |
Goodwill | Note 4. 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, Epic and Woodhouse 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 December 31, 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 1,099 7,399 4,168 7,076 19,742 Balance at December 31, 2021 $ 1,099 $ 7,399 $ 4,168 $ 7,875 $ 20,541 (a)– Other comprises goodwill not assigned to a reportable segment. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment, Net | |
Property and Equipment, Net | Note 5. Property and Equipment, Net Property and equipment, net consisted of the following at the dates indicated (amount in thousands): December 31, 2021 2020 Vehicles $ — $ 119 Computers and equipment 483 139 Furniture and fixtures 634 45 Leasehold improvements 380 3 Total property and equipment 1,497 306 Accumulated depreciation (247) (151) Total property and equipment, net $ 1,250 $ 155 Depreciation expense for property and equipment was approximately $0.2 million and less than $0.1 million for the years ended December 31, 2021 and 2020, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets, Net | |
Intangible Assets, Net | Note 6. Intangible Assets, Net Intangible assets, net consisted of the following at the dates indicated (amount in thousands): December 31, 2021 Gross Carrying Accumulated Net Carrying Amount Amortization Value Trade names $ 6,326 $ (454) $ 5,872 Software development 9,017 (1,095) 7,922 Customer relationships 8,180 (897) 7,283 Agent relationships 3,030 (233) 2,797 Know-how 430 (61) 369 $ 26,983 $ (2,740) $ 24,243 December 31, 2020 Gross Carrying Accumulated Net Carrying Amount Amortization Value Trade names $ 166 $ (1) $ 165 Software development 921 (164) 757 $ 1,087 $ (165) $ 922 As of December 31, 2021, the estimated future amortization expense for definite-lived intangible assets will be (amount in thousands): Years Ended December 31, 2022 $ 4,020 2023 3,920 2024 3,806 2025 3,571 2026 2,987 Thereafter 5,939 Total $ 24,243 Amortization expense for capitalized software was approximately |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities | |
Accrued Liabilities | Note 7. Accrued Liabilities Accrued liabilities consisted of the following at the dates indicated (amount in thousands): December 31, December 31, 2021 2020 Deferred annual fee $ 546 $ 293 Due to sellers 1,400 — Accrued compensation 1,033 202 Other accrued liabilities 1,422 570 Total accrued liabilities $ 4,401 $ 1,065 |
Warehouse Lines of Credit
Warehouse Lines of Credit | 12 Months Ended |
Dec. 31, 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 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 December 31, 2021 was 3.25%. The maximum funding limit of these loans was $15.0 million at December 31, 2021. At December 31, 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 December 31, 2021. At December 31, 2021, the outstanding balance on this warehouse line was approximately $4.3 million. The credit agreement requires the Company to maintain at least $1.0 million in liquid assets, a tangible net worth of $2.0 million and a debt-to-tangible net worth ratio of 12 to 1. 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 December 31, 2021. At December 31, 2021, the outstanding balance on this warehouse line was approximately $3.1 million. The credit agreement requires the Company to maintain at least $1.0 million in liquid assets, a tangible net worth of $2.5 million, a debt-to-tangible net worth ratio of 15 to 1 and a minimum profitability of $1.00 beginning as of the second quarter 2022. The agreement expires in April 2023. 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 LIBOR rate plus 2.00% or 3.5% per annum. The Daily Adjusting LIBOR rate plus 2.00% as of December 31, 2021 was 2.09%. The maximum funding limit of these loans was $15.0 million at December 31, 2021. At December 31, 2021, the outstanding balance on this warehouse line was approximately $2.2 million. The credit agreement requires the Company to maintain at least $1.0 million in liquid assets, a tangible net worth of $3.0 million, a debt-to-tangible net worth ratio of 15 to 1 and a minimum profitability of $1.00 beginning as of July 31, 2022. The agreement expires in April 2023. As of December 31, 2021, the Company was in compliance with all debt covenants. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Debt | Note 9. Debt Long-term debt consisted of the following at the dates indicated (amount in thousands): December 31, December 31, 2021 2020 Paycheck Protection Program Loan $ — $ 354 Small Business Administration Loan 171 150 Note Payable 806 — Loan Payable - Automobile Loan — 35 Total debt 977 539 Less current portion of the Paycheck Protection Program Loan — (237) Less current portion of the Small Business Administration Loan (25) (2) Less current portion of Note Payable (806) — 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 received full forgiveness of all outstanding principal, accrued, and unpaid interest on this loan as of November 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 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 year ended December 31, 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. In October 2021, the Company entered into a promissory note for approximately $0.3 million in conjunction with a renewal of its executive and officer insurance policy. The interest rate was 6.0% per annum. The note matures on October 9, 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 | 12 Months Ended |
Dec. 31, 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; and ● Closing prices at December 31, 2021 for derivative hedges. The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 (amount in thousands): Level 1 Level 2 Level 3 Total Mortgage loans held for sale $ — $ 9,862 $ — $ 9,862 Derivative assets — — 53 53 $ — $ 9,862 $ 53 $ 9,915 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. |
Stockholders Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity | |
Stockholders' Equity | Note 11. Stockholders’ Equity On July 10, 2020, the Company approved a 4.71352-for-one reverse stock split of the Company’s common stock. No fractional shares were issued in connection with the reverse stock split. All fractional shares as a result of the reverse stock split were rounded up to a full share. The par value and other terms of the common stock were not affected by the reverse stock split. All share and per share amounts, including stock options, have been retroactively adjusted in these financial statements for all periods presented to reflect the 4.71352-for-one reverse stock split. Furthermore, exercise prices of stock options have been retroactively adjusted in these financial statements for all periods presented to reflect the 4.71352-for-one reverse stock split. Common Stock During the year ended December 31, 2019, the Company sold, in aggregate, 122,202 shares of common stock for gross proceeds of $576,000. The Company also sold 109,718 shares of common stock to certain of its agents and third parties under the Fathom Holdings Inc. 2019 Omnibus Stock Incentive Plan (“2019 Plan”) for gross proceeds of $578,480, of which $83,014, representing 15,726 shares of common stock, was received in January 2020. During the year ended December 31, 2020, the Company sold 3,430,000 shares of common stock in connection with the IPO for $31.1 million, net of offering costs. During the year ended December 31, 2021, the Company sold 1,400,000 shares of common stock in connection with a secondary public offering for $32.5 million, net of offering costs. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation | |
Share-based Compensation | Note 12. Share-based Compensation The Company’s 2017 Stock Plan (the “2017 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 2017 Plan. As of December 31, 2021, there were 2,739,261 shares available for future grants under the 2017 Plan. The Company’s 2019 Omnibus Stock Incentive Plan (the “2019 Plan”) provides for granting stock options and restricted stock awards to employees, directors, contractors and consultants of the Company. During 2021, the Company amended the 2019 Plan by adding an additional one million shares authorized to be issued. A total of 2,060,778 shares of common stock are authorized to be issued pursuant to the 2019 Plan. As of December 31, 2021, there were 1,138,123 shares available for future grants under the 2019 Plan. Restricted Stock Awards Weighted Average Grant Date Shares Fair Value Nonvested at December 31, 2019 227,981 $ 5.28 Granted 193,828 23.42 Vested (15,844) (21.82) Forfeited (15,178) (6.39) Nonvested at December 31, 2020 390,787 $ 13.56 Granted 448,481 30.01 Vested (86,205) (29.12) Forfeited (35,966) (12.90) Nonvested at December 31, 2021 717,097 $ 11.02 In January 2019, pursuant to the 2017 Plan, the Company granted 193,081 fully vested restricted stock awards to certain employees and agents. During June 2019, pursuant to the 2017 Plan, the Company granted 134,341 fully vested restricted stock awards to certain employees and agents. The fair value of the Company’s restricted stock awards granted in January 2019 and during June 2019 was determined to be $4.71 based In September 2019, pursuant to the 2019 Plan, the Company granted 23,793 restricted stock awards to certain employees and agents, which will vest two years from the grant date subject to continuous service with the Company. The fair value of the Company’s restricted stock awards granted in September 2019 was estimated to be $5.28. In order to determine the fair value of the Company’s common stock, the Company considered, among other things contemporaneous valuations of the Company’s common stock, the Company’s business, financial condition and results of operations, including related industry trends affecting its operations; the likelihood of achieving a liquidity event, such as an initial public offering, or IPO, or sale, given prevailing market conditions; the lack of marketability of the Company’s common stock; the market performance of comparable publicly traded companies; and U.S. and global economic and capital market conditions. In November and December 2019, pursuant to the 2019 Plan, the Company granted 204,188 restricted stock awards for common stock to certain employees and agents, which will vest three years from the grant date subject to continuous service with the Company. The fair value of the Company’s restricted stock awards was determined to be $5.28 based on the Company’s sales of common stock to agents and third parties in December 2019. In October 2020, pursuant to the 2019 Plan, the Company granted 124,418 restricted stock awards to certain employees and agents, of which 3,182 awards vested immediately and the remaining 121,236 awards will vest three years from the grant date subject to continuous service with the Company. The fair value of the Company’s restricted stock awards granted in October 2020 was $21.51, based on the Company’s closing stock price on the grant date. In November 2020, in connection with the acquisition of Verus (see Note 3), the Company granted 33,915 restricted stock awards to the founder of Verus, who is now an employee of the Company, that will vest 18 months from the grant date. The fair value of the Company’s restricted stock awards granted in November 2020 was $21.90, based on the Company’s closing stock price on the grant date. In December 2020, pursuant to the 2019 Plan, the Company granted 22,833 restricted stock awards to certain employees and agents, which will vest three years from the grant date subject to continuous service with the Company. The fair value of the Company’s restricted stock awards granted in December 2020 was $36.92, based on the Company’s closing stock prices on the grant date. 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 2017 and 2019 Plans are as follows: Weighted Average Remaining Weighted Contractual Aggregate Options Average Term in intrinsic value Outstanding Exercise Price Years (in thousands) Balance at December 31, 2019 37,130 $ 4.71 9.4 $ 21,164 Granted 10,202 20.10 10.0 — Forfeited — — — — 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 December 31, 2021 43,996 $ 20.46 8.5 $ 510 Options exercisable at December 31, 2021 20,156 $ 4.71 7.5 $ 443 In April 2019, pursuant to the 2017 Plan, the Board granted stock option awards to the independent directors to acquire an aggregate of 32,884 shares of common stock with an exercise price of $4.71 per share. In May 2019, the Board granted stock option awards to the independent directors to acquire an aggregate of 8,486 shares of common stock with an exercise price of $4.71 per share. Additionally, in May 2019, 4,240 stock option awards were forfeited, and 4,246 stock option awards vested immediately, for a total of 37,130 stock option awards outstanding at December 31, 2019. The exercise price of these stock option awards was established at the fair value of the Company’s common stock which was determined based on sales of common stock to agents and third parties that occurred during the quarter ended June 30, 2019. 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. In November 2020, pursuant to the 2019 Plan, the Board granted stock option awards to the independent directors to acquire an aggregate of 10,202 shares of common stock with an exercise price of $20.10 per share. The exercise price of these stock option awards was established at the fair value of the Company’s common stock based on the Company’s closing stock price on the date of grant. 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. 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. The weighted-average grant-date fair value of options granted during the years ended December 31, 2021 and 2020, was $18.64 and $7.84, respectively. Stock based compensation related to the Company’s 2017 and 2019 Plans are as follows (amount in thousands): For the Year Ended December 31, 2021 2020 Commission and other agent-related cost $ 1,501 $ 97 Technology and development 417 — General and administrative 2,093 — Total stock-based compensation $ 4,011 $ 97 The Company capitalized $0.8 million of stock-based compensation expense associated with the cost of developing software for internal use during the year ended December 31, 2021. At December 31, 2021, the total unrecognized compensation related to unvested stock option awards granted was $11.7 million, which the Company expects to recognize over a period of approximately 2.0 years. |
Equity-classified Warrants
Equity-classified Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Equity-classified Warrants | |
Equity-classified Warrants | Note 13. Equity-classified Warrants On August 4, 2020, the Company issued a warrant to an underwriter (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. Upon the issuance of the Underwriter Warrant as partial compensation for its services as an underwriter, the fair value of approximately $677,082 was recorded as equity issuance costs. The assumptions in the table below were used to estimate the fair value of the Underwriter Warrant granted using the Black-Scholes option pricing method at August 4, 2020. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected term of the Underwriter Warrant issued represents the period of time that the Underwriter Warrant issued are expected to be outstanding. Expected volatility is based on implied volatilities based on an analysis of historical volatilities of selected guideline public companies and other factors. Estimated fair value of common stock $ 8.80 Strike price $ 11.00 Risk-free interest rate 0.1 % Expected term (in years) 2.5 Expected volatility 64.0 % Expected dividend yield — % The details of the outstanding the Underwriter Warrant is as follows: Weighted Remaining Average Number of Average Contractual Intrinsic Shares Exercise Price Term (years) Value Outstanding at December 31, 2019 — $ — — $ — Granted 240,100 11.00 5.00 Outstanding at December 31, 2020 240,100 $ 11.00 4.59 $ 6,012,104 During the year ended December 31, 2021, no portion of the Underwriter Warrant was issued, exercised, or expired. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | Note 14. 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 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. We 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): December 31, Components of total lease cost: 2021 2020 Operating lease expense $ 968 $ 168 Short-term lease expense 388 66 Total lease cost $ 1,356 $ 234 Lease Position as of December 31, 2021 and 2020 Right of use lease assets and lease liabilities for our operating leases were recorded in the consolidated balance sheet as follows (amount in thousands): December 31, 2021 2020 Assets Lease right of use assets $ 4,353 $ 437 Total lease assets $ 4,353 $ 437 Liabilities Current liabilities: Lease liability - current portion $ 870 $ 140 Noncurrent liabilities: Lease liability, net of current portion 3,562 301 Total lease liability $ 4,432 $ 441 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: December 31, 2021 2020 Weighted average remaining lease term (in years) - operating leases 4.98 3.37 Weighted average discount rate - operating leases 5.91 % 7.67 % Future Minimum Lease Payments Future lease payments included in the measurement of lease liabilities on the consolidated balance sheet as of December 31, 2021, for the following five fiscal years and thereafter were as follows (amount in thousands): Years Ended December 31, Operating Leases 2022 $ 1,119 2023 1,047 2024 968 2025 847 2026 and thereafter 1,131 Total Minimum Lease Payments 5,112 Less effects of discounting (680) Present value of future minimum lease payments $ 4,432 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions | |
Related Party Transactions | Note 15. Related Party Transactions Included in revenue for the year ended December 31, 2020 was approximately $0.5 million from a related party in exchange for the Company providing lead generation services. Included in marketing expense for the years ended December 31, 2021 and 2020 was approximately $0.5 million and $0.2 million, respectively, from related parties in exchange for the Company receiving marketing services. |
Net Loss per Share Attributable
Net Loss per Share Attributable to Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Net Loss per Share Attributable to Common Stock | |
Net Loss per Share Attributable to Common Stock | Note 16. Net Loss per Share Attributable to Common Stock Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net loss per share is calculated by adjusting the weighted-average number of shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. Diluted loss per share excludes, when applicable, the potential impact of stock options, unvested shares of restricted stock awards, and common stock warrants because their effect would be anti-dilutive due to our net loss. The calculation of basic and diluted net loss per share attributable to common stock was as follows (amount in thousands except share data): Years Ended December 31, 2021 2020 Numerator: Net loss attributable to common stock—basic and diluted $ (12,491) $ (1,341) Denominator: Weighted- average basic and diluted shares outstanding 14,269,078 11,404,262 Net loss per share attributable to common stock—basic and diluted $ (0.88) $ (0.12) 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. Year Ended December 31, 2021 2020 Stock options 20,156 47,332 Unvested restricted stock awards 717,097 390,787 Common stock warrants 240,100 240,100 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | Note 17. Income Taxes The provision for income taxes consists of the following (amount in thousands): December 31, 2021 2020 Current provision: Federal $ — $ — State 92 38 Total current 92 38 Deferred benefit: Federal (2,983) (38) State (356) (8) Total deferred (3,339) (46) Income tax benefit $ 3,247 $ 8 A reconciliation of the statutory U.S. federal rate to the Company’s effective tax rate consists of the following (amount in thousands): For the Years Ended December 31, 2021 2020 Provision for federal income taxes at statutory rates 3,305 (21) % 284 (21) % Provision for state income taxes, net of federal benefit 200 (1) % (0.2) — % Change in valuation allowance (203) 1 % (272) 20 % Nondeductible expenses (55) — % (4) — % Return to provision adjustments — — % 0.7 — % Other — — % (0.6) — % Income tax benefit 3,247 21 % 8 1 % Effective Tax Rate 20.6 % 0.63 % The tax effects of the temporary differences and carryforwards that give rise to the deferred tax assets consist of the following (amount in thousands): December 31, 2021 2020 Deferred tax assets Net operating loss carryforward $ 5,581 $ 2,103 Property and equipment — 6 Intangibles — (39) Reserves 47 15 Share based compensation 713 — Interest expense carryforward 43 53 Research and development credits 35 — Lease liability 1,009 101 Basis in partnership 3 — Charitable contributions carryover 16 5 Total deferred tax assets 7,447 2,244 Deferred tax liabilities Property and equipment (66) — Intangibles (3,432) — Internally developed software (877) (173) Share based compensation — (126) Right-of-Use assets (991) (100) Prepaid expenses (229) (198) Total deferred tax liabilities (5,595) (596) Valuation allowance (1,852) (1,648) Deferred tax asset, net $ — $ — As of December 31, 2021, and December 31, 2020, the Company had federal net operating loss carryforwards of approximately $24.3 million and $9.2 million and state net operating loss carryforwards of approximately $12.8 million and $4.5 million, respectively. 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 years ended December 31, 2021 and 2020. Currently, the statute of limitations remains open subsequent to and including the year ended December 31, 2018. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting | |
Segment Reporting | Note 18. 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. As of December 31, 2020, as the Company primarily operated as a cloud-based real estate brokerage and management did not make operating decisions nor assess performance based on geographic locations, the Company identified one reportable segment. The Company aggregated its real estate brokerage services segment and its affiliated services (e.g., title insurance and Technology) segment as the profits and losses and assets of the affiliated services segment were not material. Subsequent to completing its acquisitions of LiveBy and E4:9 in the second quarter of 2021, the CODM began making operating decisions and assessing performance based on the services of identified operating segments and has identified three reportable segments: Real Estate Brokerage; Mortgage; and Technology. Through its Real Estate Brokerage segment, the Company provides real estate brokerage services. Through its Mortgage segment, the Company provides residential loan origination and underwriting services. Through its Technology segment, the Company provides SaaS solutions and data mining for third party customers 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), excluding other expense, costs related to acquisitions, income tax benefit, depreciation and amortization, and share-based compensation expense. 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 year ended December 31, 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. For the Year Ended Revenue December 31, 2021 Real Estate Brokerage $ 314,373 Mortgage 6,799 Technology 2,021 Corporate and other services (a) 7,037 Total Company $ 330,230 For the Year Ended Adjusted EBITDA December 31, 2021 Real Estate Brokerage $ 315 Mortgage (1,145) Technology (792) Total Segment Adjusted EBITDA (1,622) Corporate and other services (a) $ (6,537) (8,159) Depreciation and amortization (2,748) Other income, net 367 Income tax benefit 3,247 Stock based compensation (4,011) Transaction-related costs (1,187) Net loss $ (12,491) (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 | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 19. Commitments and Contingencies From time to time the Company is involved in litigation, claims, and other proceedings arising in the ordinary course of business. Such litigation and other proceedings may include, but are not limited to, actions relating to employment law and misclassification of employees verse independent contractors, intellectual property, commercial or contractual claims, brokerage or real estate disputes, or other consumer protection statutes, ordinary-course brokerage disputes like the failure to disclose property defects, commission disputes, and various liabilities based upon conduct of individuals or entities outside of the Company’s control, including agents and third-party contractor agents. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur. As of December 31, 2021, there was no material litigation against the Company. In conducting our operations, we routinely hold customers’ assets in escrow, pending completion of real estate transactions, and are responsible for the proper disposition of these balances for our customers. Certain of these amounts are maintained in segregated bank accounts and have not been included in the accompanying consolidated balance sheet at December 31, 2021, consistent with GAAP and industry practice. The balances amounted to $2.3 million at December 31, 2021. Encompass Net Worth Requirements In order to maintain approval from the U.S. Department of Housing and Urban Development to operate as a Title II non-supervised mortgagee, our indirect subsidiary Encompass Lending Group 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 December 31, 2021, Encompass had adjusted net worth of approximately $4.0 million and liquid assets of $4.4 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 is typically 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 | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events. | |
Subsequent Events | Note 20. Subsequent Events In February 2022, the Company acquired iPro, a real estate brokerage business that is expected to help expand the Company’s reach in the Utah real estate market. Determination of the final fair value and purchase price allocation have not been completed as of the financial statement filing date because of the timing of the transaction. In February 2022, the Company acquired Cornerstone for approximately $5.8 million, comprised of $1.0 million in cash and $4.8 million in stock, a real estate mortgage business that is expected to help expand the Company’s reach in the DC and surrounding markets. Determination of the final fair value and purchase price allocation have not been completed as of the financial statement filing date because of the timing of the transaction. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The 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 consolidated financial statements have been included. |
Certain Significant Risks and Business Uncertainties | Certain Significant Risks and Business Uncertainties |
Liquidity | Liquidity $12.5 $1.3 |
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 and Omnicron variant and/or other variants, on its results of operations, financial condition, or liquidity for the year ending December 31, 2021 and beyond. While the development and availability of multiple COVID-19 vaccines lessened the impact of COVID-19 in 2021, 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 |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Fair Value Measurements | Fair Value Measurements 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). The fair value of cash and cash equivalents, restricted cash, accounts receivable, agent annual fees receivable, net, prepaid and other current assets, accounts payable and accrued liabilities, and due to affiliates approximate their carrying value due to their short-term maturities. The loan and notes payable, and lease liability are presented at their carrying value, which based on borrowing rates currently available to the Company for loans and leases with similar terms, approximate their fair values. Nonfinancial assets, such as goodwill, are accounted for at fair value on a nonrecurring basis. |
Accounts Receivable | Accounts Receivable |
Agent Annual Fees Receivable | Agent Annual Fees Receivable |
Property and Equipment | Property and Equipment Asset category Depreciable life Vehicles 7 years Computers and equipment 5 years Furniture and fixtures 7 years Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets might not be recoverable. Recoverability of assets to be held and used is measured first by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets were considered to be impaired, an impairment loss would be recognized as the difference between the fair value and carrying value when the carrying amount of the asset exceeds the fair value of the asset. To date, no such impairment has occurred. |
Business Combinations | 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. The estimated fair value of identifiable intangible assets, primarily consisting of agent relationships, tradenames customer relationships, know-how and technology, was determined using relief from royalty method. The most significant assumptions under the relief from royalty method used to value trade names include 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 and recorded in technology and development on the statement of operations. Currently, capitalized software costs for internal use have a useful life estimated at five years. 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 are 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 consists substantially 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. Commission 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, as the scope of the standard does not apply to revenue on contracts accounted for under ASC 860 Transfers and Servicing. 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 its 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 its obligation upon the closing of a real estate transaction. Upon satisfaction of its 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 its 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 its obligation upon the closing of a real estate transaction. Upon satisfaction of its obligation, the Company recognizes revenue in the net amount of consideration the Company is entitled to receive, which is its 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. |
Commission and other agent-related costs | Commission and other agent-related costs |
Operations and support | Operations and support |
Technology and development | Technology and development |
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. |
General and Administrative | General and Administrative |
Marketing Expenses | Marketing |
Leases | Leases |
Share-based Compensation | Share-based Compensation |
Common Stock Warrant | Common Stock Warrant Distinguishing Liabilities from Equity Compensation - Stock Compensation (“ASC 718”). Under ASC 718, the warrants shall be classified as a liability if 1) the underlying shares are classified as liabilities or 2) the issuing entity can be required under any circumstances to settle the warrant by transferring cash or other assets. For additional discussion on warrants, see Note 12 – Equity-classified Warrants. |
Income Taxes | Income Taxes The Company believes that it is currently more likely than not that its deferred tax assets will not be realized and as such, it has recorded a full valuation allowance for these assets. The Company evaluates the likelihood of the ability to realize deferred tax assets in future periods on a quarterly basis, and when appropriate evidence indicates it would release its valuation allowance accordingly. The determination to provide a valuation allowance is dependent upon the assessment of whether it is more likely than not that sufficient taxable income will be generated to utilize the deferred tax assets. Based on the weight of the available evidence, which includes the Company’s historical operating losses, lack of taxable income, and accumulated deficit, the Company provided a full valuation allowance against the U.S. tax assets resulting from the tax losses as of December 31, 2021 and 2020. |
Reclassifications | Reclassifications ● Gross commission income is comprised of revenues from the Real Estate Brokerage segment which were previously recorded in revenue. ● Other 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. ● Technology and development expenses primarily include personnel costs, including base pay, bonuses, benefits, and share based compensation, related to ongoing development and maintenance of our proprietary software for use by our agents, customers, and support staff. Technology and development expenses also include data licenses, other software, and equipment costs, as well as infrastructure and operational expenses, such as, for data centers, communication, and hosted services, which were previously recorded in general and administrative. Amortization of capitalized software and website development costs which were previously recorded in depreciation and amortization expense are now recorded to technology and development expense. ● 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. As noted above, these costs exclude amortization of capitalized software and website development costs which are recorded to technology and development expense. |
Recently Implemented Accounting Pronouncements | Recently Implemented Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, “Simplifying the Accounting for Income Taxes” 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, |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of estimated useful lives of Property, Plant and Equipment | Asset category Depreciable life Vehicles 7 years Computers and equipment 5 years Furniture and fixtures 7 years |
Acquisition of Verus Title Inc
Acquisition of Verus Title Inc (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
Schedule of supplemental pro forma financial Information | Year ended December 31, 2021 2020 Revenue $ 335,743 $ 195,242 Net loss $ (13,697) $ (2,646) Net loss per share (basic) $ (0.92) $ (0.22) |
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 8 Total identifiable assets acquired 25,802 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 2,743 Total liabilities assumed 13,818 Total identifiable net assets 11,984 Goodwill 14,474 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 139 Intangible assets 4,920 Prepaid and other current assets 2 Total identifiable assets acquired 5,577 Deferred tax liabilities 597 Accounts payable and accrued liabilities 167 Total liabilities assumed 764 Total identifiable net assets 4,812 Goodwill 4,168 Net assets acquired $ 8,981 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill. | |
Schedule of changes in the carrying value of goodwill | The changes in the carrying value of goodwill by segment as of December 31, 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 1,099 7,399 4,168 7,076 19,742 Balance at December 31, 2021 $ 1,099 $ 7,399 $ 4,168 $ 7,875 $ 20,541 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, 2021 2020 Vehicles $ — $ 119 Computers and equipment 483 139 Furniture and fixtures 634 45 Leasehold improvements 380 3 Total property and equipment 1,497 306 Accumulated depreciation (247) (151) Total property and equipment, net $ 1,250 $ 155 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, 2021 Gross Carrying Accumulated Net Carrying Amount Amortization Value Trade names $ 6,326 $ (454) $ 5,872 Software development 9,017 (1,095) 7,922 Customer relationships 8,180 (897) 7,283 Agent relationships 3,030 (233) 2,797 Know-how 430 (61) 369 $ 26,983 $ (2,740) $ 24,243 December 31, 2020 Gross Carrying Accumulated Net Carrying Amount Amortization Value Trade names $ 166 $ (1) $ 165 Software development 921 (164) 757 $ 1,087 $ (165) $ 922 |
Schedule of estimated future amortization expense for definite-lived intangible assets | As of December 31, 2021, the estimated future amortization expense for definite-lived intangible assets will be (amount in thousands): Years Ended December 31, 2022 $ 4,020 2023 3,920 2024 3,806 2025 3,571 2026 2,987 Thereafter 5,939 Total $ 24,243 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities | |
Schedule of components of accrued liabilities | Accrued liabilities consisted of the following at the dates indicated (amount in thousands): December 31, December 31, 2021 2020 Deferred annual fee $ 546 $ 293 Due to sellers 1,400 — Accrued compensation 1,033 202 Other accrued liabilities 1,422 570 Total accrued liabilities $ 4,401 $ 1,065 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Schedule of debt | Long-term debt consisted of the following at the dates indicated (amount in thousands): December 31, December 31, 2021 2020 Paycheck Protection Program Loan $ — $ 354 Small Business Administration Loan 171 150 Note Payable 806 — Loan Payable - Automobile Loan — 35 Total debt 977 539 Less current portion of the Paycheck Protection Program Loan — (237) Less current portion of the Small Business Administration Loan (25) (2) Less current portion of Note Payable (806) — 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) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 (amount in thousands): Level 1 Level 2 Level 3 Total Mortgage loans held for sale $ — $ 9,862 $ — $ 9,862 Derivative assets — — 53 53 $ — $ 9,862 $ 53 $ 9,915 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Compensation | |
Summary of activity related to restricted stock awards | Weighted Average Grant Date Shares Fair Value Nonvested at December 31, 2019 227,981 $ 5.28 Granted 193,828 23.42 Vested (15,844) (21.82) Forfeited (15,178) (6.39) Nonvested at December 31, 2020 390,787 $ 13.56 Granted 448,481 30.01 Vested (86,205) (29.12) Forfeited (35,966) (12.90) Nonvested at December 31, 2021 717,097 $ 11.02 |
Summary of stock option activity under the Plans | Weighted Average Remaining Weighted Contractual Aggregate Options Average Term in intrinsic value Outstanding Exercise Price Years (in thousands) Balance at December 31, 2019 37,130 $ 4.71 9.4 $ 21,164 Granted 10,202 20.10 10.0 — Forfeited — — — — 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 December 31, 2021 43,996 $ 20.46 8.5 $ 510 Options exercisable at December 31, 2021 20,156 $ 4.71 7.5 $ 443 |
Summary of stock based compensation | Stock based compensation related to the Company’s 2017 and 2019 Plans are as follows (amount in thousands): For the Year Ended December 31, 2021 2020 Commission and other agent-related cost $ 1,501 $ 97 Technology and development 417 — General and administrative 2,093 — Total stock-based compensation $ 4,011 $ 97 |
Equity-classified Warrants (Tab
Equity-classified Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity-classified Warrants | |
Schedule of assumptions used to estimate the fair value of the warrants granted using the Black-Scholes option pricing method | Estimated fair value of common stock $ 8.80 Strike price $ 11.00 Risk-free interest rate 0.1 % Expected term (in years) 2.5 Expected volatility 64.0 % Expected dividend yield — % |
Schedule of details of the outstanding warrants | Weighted Remaining Average Number of Average Contractual Intrinsic Shares Exercise Price Term (years) Value Outstanding at December 31, 2019 — $ — — $ — Granted 240,100 11.00 5.00 Outstanding at December 31, 2020 240,100 $ 11.00 4.59 $ 6,012,104 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of lease cost | December 31, Components of total lease cost: 2021 2020 Operating lease expense $ 968 $ 168 Short-term lease expense 388 66 Total lease cost $ 1,356 $ 234 |
Schedule of weighted average remaining lease term and the weighted average discount rate for the Company's operating leases | December 31, 2021 2020 Weighted average remaining lease term (in years) - operating leases 4.98 3.37 Weighted average discount rate - operating leases 5.91 % 7.67 % |
Schedule of future lease payments | Years Ended December 31, Operating Leases 2022 $ 1,119 2023 1,047 2024 968 2025 847 2026 and thereafter 1,131 Total Minimum Lease Payments 5,112 Less effects of discounting (680) Present value of future minimum lease payments $ 4,432 |
Schedule of balance sheet location disclosure | December 31, 2021 2020 Assets Lease right of use assets $ 4,353 $ 437 Total lease assets $ 4,353 $ 437 Liabilities Current liabilities: Lease liability - current portion $ 870 $ 140 Noncurrent liabilities: Lease liability, net of current portion 3,562 301 Total lease liability $ 4,432 $ 441 |
Net Loss per Share Attributab_2
Net Loss per Share Attributable to Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Net Loss per Share Attributable to Common Stock | |
Summary of basic and diluted net loss | Years Ended December 31, 2021 2020 Numerator: Net loss attributable to common stock—basic and diluted $ (12,491) $ (1,341) Denominator: Weighted- average basic and diluted shares outstanding 14,269,078 11,404,262 Net loss per share attributable to common stock—basic and diluted $ (0.88) $ (0.12) |
Summary of outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stock | Year Ended December 31, 2021 2020 Stock options 20,156 47,332 Unvested restricted stock awards 717,097 390,787 Common stock warrants 240,100 240,100 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of components of provision for income taxes | December 31, 2021 2020 Current provision: Federal $ — $ — State 92 38 Total current 92 38 Deferred benefit: Federal (2,983) (38) State (356) (8) Total deferred (3,339) (46) Income tax benefit $ 3,247 $ 8 |
Schedule of reconciliation of the statutory U.S. federal rate to the Company's effective tax rate | For the Years Ended December 31, 2021 2020 Provision for federal income taxes at statutory rates 3,305 (21) % 284 (21) % Provision for state income taxes, net of federal benefit 200 (1) % (0.2) — % Change in valuation allowance (203) 1 % (272) 20 % Nondeductible expenses (55) — % (4) — % Return to provision adjustments — — % 0.7 — % Other — — % (0.6) — % Income tax benefit 3,247 21 % 8 1 % Effective Tax Rate 20.6 % 0.63 % |
Schedule of tax effects of the temporary differences and carryforwards that give rise to the deferred tax assets | December 31, 2021 2020 Deferred tax assets Net operating loss carryforward $ 5,581 $ 2,103 Property and equipment — 6 Intangibles — (39) Reserves 47 15 Share based compensation 713 — Interest expense carryforward 43 53 Research and development credits 35 — Lease liability 1,009 101 Basis in partnership 3 — Charitable contributions carryover 16 5 Total deferred tax assets 7,447 2,244 Deferred tax liabilities Property and equipment (66) — Intangibles (3,432) — Internally developed software (877) (173) Share based compensation — (126) Right-of-Use assets (991) (100) Prepaid expenses (229) (198) Total deferred tax liabilities (5,595) (596) Valuation allowance (1,852) (1,648) Deferred tax asset, net $ — $ — |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting | |
Summary of key operating data for the reportable segments | For the Year Ended Revenue December 31, 2021 Real Estate Brokerage $ 314,373 Mortgage 6,799 Technology 2,021 Corporate and other services (a) 7,037 Total Company $ 330,230 For the Year Ended Adjusted EBITDA December 31, 2021 Real Estate Brokerage $ 315 Mortgage (1,145) Technology (792) Total Segment Adjusted EBITDA (1,622) Corporate and other services (a) $ (6,537) (8,159) Depreciation and amortization (2,748) Other income, net 367 Income tax benefit 3,247 Stock based compensation (4,011) Transaction-related costs (1,187) Net loss $ (12,491) (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) $ / shares in Units, $ in Millions | Jul. 10, 2020 | Nov. 30, 2021USD ($)item$ / sharesshares | Jun. 30, 2021item | Mar. 01, 2021item |
Subsidiary, Sale of Stock [Line Items] | ||||
Reverse stock split | 4.71352 | |||
IPO | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued during period | shares | 1,750,000 | |||
Offering price | $ / shares | $ 25 | |||
Gross Proceed From Public Offering | $ | $ 35 | |||
Net proceeds after deducting underwriting discounts and other offering costs | $ | $ 32.5 | |||
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 | |||
Woodhouse | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of growing regional brokerage agents | 50 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
COVID-19 Risks, Impacts and Uncertainties | ||
Net income (loss) | $ (12,491) | $ (1,341) |
Cash and cash equivalents | 37,830 | 28,577 |
Proceeds from the issuance of common stock pursuant to exercise of stock options | $ 80 | $ 83 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Fees Receivable (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Agent Annual Fees Receivable | |
Agent annual fees receivable | $ 200,000 |
Agent annual fees receivable, net of estimated allowances | $ 500 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Intangible Assets, Net (Details) | 12 Months Ended |
Dec. 31, 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 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Summary of Significant Accounting Policies | |
Impairment of goodwill | $ 0 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Computers and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 7 years |
Acquisitions - Acquisition of N
Acquisitions - Acquisition of Naberly (Details) - Naberly - USD ($) | Mar. 01, 2021 | Dec. 31, 2020 |
Asset Acquisition [Line Items] | ||
Cash consideration | $ 2,700,000 | |
Transaction costs | 100,000 | |
Acquisition cost, including transaction costs | $ 2,800,000 | |
Loans receivable, outstanding principal amount | $ 165,000 | |
Interest rate | 2.00% |
Acquisition of Verus Title In_2
Acquisition of Verus Title Inc - Schedule of Acquisition of E4:9 (Details) - USD ($) $ in Thousands | Apr. 16, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Common stock consideration | $ 25,538 | $ 252 | |
Goodwill | 20,541 | 799 | |
Recognized amounts of identifiable assets acquired and liabilities assumed | |||
Goodwill | 20,541 | 799 | |
Revenue | 330,230 | 176,784 | |
Net loss attributable to common stock-basic and diluted | $ (12,491) | $ (1,341) | |
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 | $ 4,168 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||
Goodwill | 4,168 | ||
Revenue | 2,021 | ||
Real Estate Brokerage | |||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||
Revenue | 314,373 | ||
Mortgage | |||
Business Acquisition [Line Items] | |||
Goodwill | 7,399 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||
Goodwill | 7,399 | ||
Revenue | $ 6,799 | ||
Other service revenue. | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 7,100 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||
Goodwill | $ 7,100 | ||
E4:9 | |||
Business Acquisition [Line Items] | |||
Percentage of outstanding capital acquired | 100.00% | ||
Common stock consideration | $ 16,600 | ||
Goodwill | 14,474 | ||
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 | 8 | ||
Total identifiable assets acquired | 25,802 | ||
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 | 2,743 | ||
Total liabilities assumed | 13,818 | ||
Total identifiable net assets | 11,984 | ||
Goodwill | 14,474 | ||
Net assets acquired | 26,458 | ||
Goodwill for tax purpose | 5,200 | ||
Intangible assets | 11,780 | ||
Revenue | 11,000 | ||
Net loss attributable to common stock-basic and diluted | 3,500 | ||
E4:9 | Restricted stock awards | |||
Business Acquisition [Line Items] | |||
Cash consideration | 9,800 | ||
Total purchase price | 26,500 | ||
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 |
Acquisitions - Schedule of Acqu
Acquisitions - Schedule of Acquisition of LiveBy, Inc. (Details) - USD ($) $ in Thousands | Apr. 20, 2021 | Nov. 24, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Common stock consideration | $ 25,538 | $ 252 | ||
Goodwill | 20,541 | 799 | ||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
Goodwill | 20,541 | 799 | ||
Revenue | 330,230 | 176,784 | ||
Net loss attributable to common stock-basic and diluted | $ (12,491) | (1,341) | ||
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 | $ 4,168 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
Goodwill | 4,168 | |||
Revenue | $ 2,021 | |||
Software development | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
Estimated useful life | 5 years | |||
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 | 4,168 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
Cash | 516 | |||
Accounts receivable | 139 | |||
Intangible assets | 4,920 | |||
Prepaid and other current assets | 2 | |||
Trade names | 4,900 | |||
Total identifiable assets acquired | 5,577 | |||
Accounts payable and accrued liabilities | 167 | |||
Deferred tax liabilities | 597 | |||
Total liabilities assumed | 764 | |||
Total identifiable net assets | 4,812 | |||
Goodwill | 4,168 | |||
Net assets acquired | 8,981 | |||
Acquisition related costs | $ 200 | |||
Revenue | 1,700 | |||
Net loss attributable to common stock-basic and diluted | 100 | |||
Intangible assets | 4,900 | |||
LiveBy | Customer Relationships | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
Trade names | $ 2,000 | |||
Estimated useful life | 10 years | |||
Intangible assets | $ 2,000 | |||
LiveBy | Trade names. | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
Trade names | $ 1,000 | |||
Estimated useful life | 10 years | |||
Intangible assets | $ 1,000 | |||
LiveBy | Software development | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
Trade names | $ 1,900 | |||
Estimated useful life | 5 years | |||
Intangible assets | $ 1,900 | |||
Verus Title Inc. | ||||
Business Acquisition [Line Items] | ||||
Percentage of outstanding capital acquired | 100.00% | |||
Cash consideration | $ 700 | |||
Common stock consideration | 300 | |||
Total purchase price | 1,000 | |||
Goodwill | 800 | |||
Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
Goodwill | $ 800 | |||
Acquisition related costs | $ 300 | $ 100 |
Acquisitions - Acquisition of V
Acquisitions - Acquisition of Verus (Details) - USD ($) | Nov. 24, 2020 | Aug. 04, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||
Common stock consideration | $ 25,538,000 | $ 252,000 | ||
Goodwill | 20,541,000 | 799,000 | ||
Stock issuance costs | $ 677,082 | 2,471,000 | 3,183,000 | |
Verus Title Inc. | ||||
Business Acquisition [Line Items] | ||||
Percentage of outstanding capital acquired | 100.00% | |||
Cash consideration | $ 700,000 | |||
Common stock consideration | 300,000 | |||
Fair Value of Total Consideration Transferred | 1,000,000 | |||
Goodwill | $ 800,000 | |||
Acquisition related costs | $ 300,000 | $ 100,000 |
Acquisition of Verus Title Inc.
Acquisition of Verus Title Inc. - Supplemental Pro Forma Financial Information (Details) - Epic Realty - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Revenue | $ 335,743,000 | $ 195,242,000 |
Net Loss | $ (13,697) | $ (2,646) |
Net loss per share (basic) | $ (0.92) | $ (0.22) |
Acquisition of Verus Title In_3
Acquisition of Verus Title Inc - Unaudited proforma information (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Acquisition of Verus Title Inc. | ||
Net loss per share - basic | $ (0.88) | $ (0.12) |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Carrying Value | |
Beginning balance | $ 799 |
Goodwill acquired during the period | 19,742 |
Ending balance | 20,541 |
Technology | |
Carrying Value | |
Goodwill acquired during the period | 4,168 |
Ending balance | 4,168 |
Operating segments | |
Carrying Value | |
Goodwill acquired during the period | 1,099 |
Ending balance | 1,099 |
Mortgage | |
Carrying Value | |
Goodwill acquired during the period | 7,399 |
Ending balance | 7,399 |
Other | |
Carrying Value | |
Beginning balance | 799 |
Goodwill acquired during the period | 7,076 |
Ending balance | $ 7,875 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment, Net | ||
Total property and equipment | $ 1,497 | $ 306 |
Accumulated depreciation | (247) | (151) |
Total property and equipment, net | 1,250 | 155 |
Depreciation expense | 200 | 100 |
Vehicles | ||
Property and Equipment, Net | ||
Total property and equipment | 119 | |
Computers and equipment | ||
Property and Equipment, Net | ||
Total property and equipment | 483 | 139 |
Furniture and fixtures | ||
Property and Equipment, Net | ||
Total property and equipment | 634 | 45 |
Leasehold improvements | ||
Property and Equipment, Net | ||
Total property and equipment | $ 380 | $ 3 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 26,983 | $ 1,087 |
Accumulated Amortization | (2,740) | (165) |
Net Carrying Value | 24,243 | 922 |
Trade names. | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,326 | 166 |
Accumulated Amortization | (454) | (1) |
Net Carrying Value | 5,872 | 165 |
Software development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,017 | 921 |
Accumulated Amortization | (1,095) | (164) |
Net Carrying Value | 7,922 | $ 757 |
Customer Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,180 | |
Accumulated Amortization | (897) | |
Net Carrying Value | 7,283 | |
Agent Relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,030 | |
Accumulated Amortization | (233) | |
Net Carrying Value | 2,797 | |
Know-how | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 430 | |
Accumulated Amortization | (61) | |
Net Carrying Value | $ 369 |
Intangible Assets, Net - Future
Intangible Assets, Net - Future amortization expense of intangible assets (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Intangible Assets, Net | |
2022 | $ 4,020 |
2023 | 3,920 |
2024 | 3,806 |
2025 | 3,571 |
2026 | 2,987 |
Thereafter | 5,939 |
Total | $ 24,243 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Details) - Software development - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense for capitalized software and trade names | $ 0.9 | $ 0.1 |
Estimated Useful Life (Years) | 5 years |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities | ||
Deferred annual fee | $ 546 | $ 293 |
Due to sellers | 1,400 | |
Accrued compensation | 1,033 | 202 |
Other accrued liabilities | 1,422 | 570 |
Total accrued liabilities | $ 4,401 | $ 1,065 |
Warehouse Lines of Credit (Deta
Warehouse Lines of Credit (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Line of Credit Facility [Line Items] | |||
Line of credit, Outstanding, current | $ 9,577,000 | ||
Liquid assets | 54,450,000 | $ 32,856,000 | |
Warehousing credit and security agreement | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 15,000,000 | ||
Line of credit, Outstanding, current | 0 | ||
Line of credit, Outstanding, noncurrent | $ 2,200,000 | ||
Libor interest rate | 2.09% | ||
Debt-to-tangible net worth ratio | 15.00% | ||
Tangible net worth | $ 3,000,000 | ||
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 | $ 4,300,000 | ||
Debt-to-tangible net worth ratio | 12.00% | ||
Tangible net worth | $ 2,000,000 | ||
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 | $ 3,100,000 | ||
Debt-to-tangible net worth ratio | 15.00% | ||
Tangible net worth | $ 2,500,000 | ||
Mortgage participation purchase agreement | Subsequent events | |||
Line of Credit Facility [Line Items] | |||
Minimum profitability, line of credit | 1.00% | ||
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 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long term debt | $ 977 | $ 539 |
Less current portion | (831) | (256) |
Debt, Net of current portion | 146 | 283 |
Loans Payables | ||
Debt Instrument [Line Items] | ||
Less current portion | 0 | (17) |
Loans Payables | Automobile Loan | ||
Debt Instrument [Line Items] | ||
Long term debt | 0 | 35 |
Notes Payable | ||
Debt Instrument [Line Items] | ||
Long term debt | 806 | |
Less current portion | (806) | |
Notes Payable | Paycheck Protection Program Loan | ||
Debt Instrument [Line Items] | ||
Long term debt | 0 | 354 |
Less current portion | 0 | (237) |
Notes Payable | Small Business Administration Loan | ||
Debt Instrument [Line Items] | ||
Long term debt | 171 | 150 |
Less current portion | $ (25) | $ (2) |
Debt Additional Information (De
Debt Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2021 | Dec. 31, 2020 | Jul. 01, 2022 | Oct. 31, 2021 | Jul. 31, 2021 | Jun. 05, 2021 | Nov. 20, 2020 | May 31, 2020 | |
Debt Instrument [Line Items] | ||||||||
Gain on extinguishment | $ 433 | |||||||
Other (income) expense, net | (59) | $ 10 | ||||||
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 | |||||||
Gain on extinguishment | 100 | |||||||
Notes Payable | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate per annum | 6.00% | |||||||
Borrowed amount | $ 300 | $ 900 | ||||||
Non-interest-bearing promissory note | 200 | |||||||
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 | |||||||
Notes Payable | Paycheck Protection Program Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate per annum | 2.50% | 1.00% | ||||||
Borrowed amount | $ 300 | |||||||
Accrued and unpaid interest written off | 300 | |||||||
Gain on extinguishment | $ 300 | |||||||
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% | |||||||
Borrowed amount | $ 100 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Recurring $ in Thousands | Dec. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Mortgage loans held for sale | $ 9,862 |
Derivative assets | 53 |
Total | 9,915 |
Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Mortgage loans held for sale | 9,862 |
Total | 9,862 |
Level 3 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Derivative assets | 53 |
Total | $ 53 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Jul. 10, 2020 | Nov. 30, 2021shares | Jan. 31, 2020USD ($)shares | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares |
Class of Stock [Line Items] | ||||||
Reverse stock split | 4.71352 | |||||
Issuance of common stock | $ 83,000 | |||||
Value of shares sold, net of offering costs | $ 80,000 | $ 83,000 | ||||
Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Issuance of common stock (in shares) | shares | 15,726 | |||||
Aggregate, issuance of common stock (in shares) | shares | 122,202 | |||||
Issuance of common stock | $ 576,000 | |||||
Issuance of common stock, under the 2019 Omnibus Stock Incentive Plan | shares | 15,726 | 109,718 | ||||
Proceeds from issuance of common stock, under the 2019 Omnibus Stock Incentive Plan | $ 83,014 | $ 578,480 | ||||
Value of shares sold, net of offering costs | $ 32,500,000 | |||||
IPO | ||||||
Class of Stock [Line Items] | ||||||
Issuance of common stock (in shares) | shares | 1,750,000 | |||||
IPO | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Issuance of common stock (in shares) | shares | 1,400,000 | 3,430,000 | ||||
Value of shares sold, net of offering costs | $ 31,100,000 |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 2 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2021 | Mar. 31, 2021 | Nov. 30, 2020 | Oct. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | May 31, 2019 | Apr. 30, 2019 | Jan. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock options outstanding (in shares) | 43,996 | 43,996 | 47,332 | 37,130 | |||||||||
Exercise price of stock options granted (in dollars per share) | $ 44 | $ 20.10 | |||||||||||
Stock options granted (in shares) | 13,638 | 10,202 | |||||||||||
Weighted average grant-date fair value of options granted (in dollars per share) | $ 18.64 | $ 7.84 | |||||||||||
Capitalized of stock-based compensation expense | $ 0.8 | ||||||||||||
Unrecognized compensation expense | $ 11.7 | $ 11.7 | |||||||||||
Unrecognized compensation expense period for recognition | 2 years | ||||||||||||
2017 Stock Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares authorized | 3,182,335 | 3,182,335 | |||||||||||
Number of shares available for future grants | 2,739,261 | 2,739,261 | |||||||||||
Stock options outstanding (in shares) | 37,130 | ||||||||||||
Exercise price of stock options granted (in dollars per share) | $ 4.71 | $ 4.71 | |||||||||||
Stock options forfeited (in shares) | 4,240 | ||||||||||||
Stock options vested (in shares) | 4,246 | ||||||||||||
Stock options granted (in shares) | 8,486 | 32,884 | |||||||||||
2019 Omnibus Stock Incentive Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares authorized | 2,060,778 | 2,060,778 | |||||||||||
Number of shares available for future grants | 1,138,123 | 1,138,123 | |||||||||||
Vesting period | 1 year | ||||||||||||
Exercise price of stock options granted (in dollars per share) | $ 20.10 | ||||||||||||
Stock options granted (in shares) | 10,202 | ||||||||||||
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 | ||||||||||||
Restricted stock awards | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of awards granted (in shares) | 448,481 | 193,828 | |||||||||||
Fair value of awards granted (in dollars per share) | $ 29.12 | $ 21.82 | |||||||||||
Restricted stock awards | 2017 Stock Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of awards granted (in shares) | 134,341 | 193,081 | |||||||||||
Fair value of awards granted (in dollars per share) | $ 4.71 | $ 4.71 | |||||||||||
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) | 22,833 | 82,003 | 124,418 | 23,793 | 204,188 | ||||||||
Fair value of awards granted (in dollars per share) | $ 36.92 | $ 21.51 | $ 5.28 | $ 5.28 | $ 32.87 | ||||||||
Vesting period | 3 years | 3 years | 2 years | 3 years | |||||||||
Exercise price of stock options granted (in dollars per share) | $ 44 | ||||||||||||
Restricted stock awards | 2019 Omnibus Stock Incentive Plan | Verus Title Inc. | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of awards granted (in shares) | 33,915 | ||||||||||||
Fair value of awards granted (in dollars per share) | $ 21.90 | ||||||||||||
Vesting period | 18 months | ||||||||||||
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 | ||||||||||||
Restricted stock awards | 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) | 3,182 | ||||||||||||
Restricted stock awards | 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) | 121,236 | ||||||||||||
Stock option awards | 2017 Stock Plan | Maximum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Vesting period | 1 year | ||||||||||||
Stock option awards | 2019 Omnibus Stock Incentive Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Shares authorized | 1,000,000 | 1,000,000 | |||||||||||
Stock option awards | 2019 Omnibus Stock Incentive Plan | Maximum | |||||||||||||
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) - Restricted stock awards - $ / shares | 2 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | |||
Non-vested at beginning | 390,787 | 227,981 | |
Granted | 448,481 | 193,828 | |
Vested | (86,205) | (15,844) | |
Forfeited | (35,966) | (15,178) | |
Non-vested at ending | 227,981 | 717,097 | 390,787 |
Weighted-Average Grant Date Fair Value | |||
Non-vested at beginning | $ 5.28 | $ 11.02 | $ 13.56 |
Granted | 30.01 | 23.42 | |
Vested | (29.12) | (21.82) | |
Forfeited | (12.90) | (6.39) | |
Non-vested at ending | $ 5.28 | $ 11.02 | $ 13.56 |
Share-based compensation - Summ
Share-based compensation - Summary of stock option activity under the Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Options Outstanding | |||
Beginning balance | 47,332 | 37,130 | |
Granted | 13,638 | 10,202 | |
Exercised | (16,974) | ||
Ending balance | 43,996 | 47,332 | |
Options exercisable | 20,156 | ||
Weighted Average Exercise Price | |||
Beginning balance | $ 8.03 | $ 4.71 | |
Granted | 44 | $ 20.10 | |
Exercised | 4.71 | ||
Ending balance | 20.46 | $ 8.03 | |
Options exercisable | $ 4.71 | ||
Weighted Average Remaining Contractual Term in Years | |||
Weighted average remaining contractual term | 8 years 6 months | 8 years 9 months 18 days | 9 years 4 months 24 days |
Granted | 10 years | ||
Options exercisable | 7 years 6 months | ||
Aggregate intrinsic value | |||
Beginning balance | $ 1,326 | $ 21,164 | |
Ending balance | 510 | $ 1,326 | |
Options exercisable | $ 443 |
Share-based Compensation - Su_2
Share-based Compensation - Summary of stock based compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 4,011 | $ 97 |
Commission and other agent-related cost | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 1,501 | $ 97 |
Technology and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 417 | |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 2,093 |
Equity-classified Warrants - Is
Equity-classified Warrants - Issuance of warrants (Details) - USD ($) | Aug. 04, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Equity-classified Warrants | |||
Underwriter Warrant to purchase shares | 240,100 | ||
Warrant exercise price (in dollars per share) | $ 11 | ||
Equity issuance costs | $ 677,082 | $ 2,471,000 | $ 3,183,000 |
Equity-classified Warrants - As
Equity-classified Warrants - Assumption used to determine fair value (Details) | Dec. 31, 2021Y |
Estimated fair value of common stock | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 8.80 |
Strike price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 11 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 0.1 |
Expected term (in years) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 2.5 |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 64 |
Equity-classified Warrants - Sc
Equity-classified Warrants - Schedule of outstanding warrants (Details) | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Number of Shares | |
Outstanding at December 31, 2019 | shares | 240,100 |
Granted | shares | 240,100 |
Outstanding at December 31, 2020 | shares | 240,100 |
Weighted Average Exercise Price | |
Outstanding at December 31, 2019 | $ / shares | $ 11 |
Granted | $ / shares | 11 |
Outstanding at December 31, 2020 | $ / shares | $ 11 |
Remaining Contractual Term (years) | |
Outstanding at December 31, 2019 | 4 years 7 months 2 days |
Granted | 5 years |
Outstanding at December 31, 2020 | 4 years 7 months 2 days |
Average Intrinsic Value | |
Ending balance | $ | $ 6,012,104 |
Leases (Details)
Leases (Details) | 12 Months Ended | |
Dec. 31, 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 | 4 years 11 months 23 days | 3 years 4 months 13 days |
Weighted average discount rate - operating leases | 5.91% | 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 | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating lease expense | $ 968 | $ 168 |
Short-term lease expense | 388 | 66 |
Total lease cost | $ 1,356 | $ 234 |
Leases - Lease position (Detail
Leases - Lease position (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Lease right of use assets | $ 4,353 | $ 437 |
Total lease assets | 4,353 | 437 |
Liabilities | ||
Lease liability - current portion | 870 | 140 |
Lease liability, net of current portion | 3,562 | 301 |
Total lease liability | $ 4,432 | $ 441 |
Leases - Undiscounted cash flow
Leases - Undiscounted cash flow (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Future Minimum Lease Payments | ||
2022 | $ 1,119 | |
2023 | 1,047 | |
2024 | 968 | |
2025 | 847 | |
2026 and thereafter | 1,131 | |
Total minimum lease payments | 5,112 | |
Less effects of discounting | (680) | |
Total lease liability | $ 4,432 | $ 441 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions | ||
Revenue | $ 0.5 | |
Commission and other agent-related costs | $ 0.5 | $ 0.2 |
Net Loss per Share Attributab_3
Net Loss per Share Attributable to Common Stock - Calculation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Net Loss per Share Attributable to Common Stock | ||
Net loss attributable to common stock-basic and diluted | $ (12,491) | $ (1,341) |
Weighted-average basic shares outstanding | 14,269,078 | 11,404,262 |
Weighted-average diluted shares outstanding | 14,269,078 | 11,404,262 |
Net loss per share - basic | $ (0.88) | $ (0.12) |
Net loss per share - diluted | $ (0.88) | $ (0.12) |
Net Loss per Share Attributab_4
Net Loss per Share Attributable to Common Stock - Antidilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 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 | 20,156 | 47,332 |
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 | 717,097 | 390,787 |
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 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax (expense) | $ (3,247) | $ (8) |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 24,300 | 9,200 |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 12,800 | $ 4,500 |
Income Taxes - Components of pr
Income Taxes - Components of provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current provision: | ||
State | $ 92 | $ 38 |
Total current | 92 | 38 |
Deferred provision benefit: | ||
Federal | (2,983) | (38) |
State | (356) | (8) |
Total deferred | (3,339) | (46) |
Income tax benefit | $ 3,247 | $ 8 |
Income Taxes - Effective Tax Re
Income Taxes - Effective Tax Reconciliation (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Amount | ||
Provision for federal income taxes at statutory rates | $ 3,305,000 | $ 284,000 |
Provision for state income taxes, net of federal benefit | 200,000 | (200) |
Change in valuation allowance | (203,000) | (272,000) |
Nondeductible expenses | (55,000) | (4,000) |
Return to provision adjustments | 700 | |
Other | (600) | |
Income tax benefit | $ 3,247,000 | $ 8,000 |
Effective Income Tax Rate Reconciliation, Percent | ||
Provision for federal income taxes at statutory rates (as a percent) | (21.00%) | (21.00%) |
Provision for state income taxes, net of federal benefit (as a percent) | (1.00%) | |
Change in valuation allowance (as a percent) | 1.00% | 20.00% |
Income tax benefit | 21.00% | 1.00% |
Effective Tax Rate | 20.60% | 0.63% |
Income Taxes - Deferred tax ass
Income Taxes - Deferred tax assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets | ||
Net Operating Loss Carryforward | $ 5,581 | $ 2,103 |
Property and equipment | 6 | |
Intangibles | (39) | |
Share based compensation | 713 | |
Reserves | 47 | 15 |
Interest Expense Carryforward | 43 | 53 |
Research and development credits | 35 | |
Lease liability | 1,009 | 101 |
Basis in partnership | 3 | |
Charitable Contributions Carryover | 16 | 5 |
Total deferred tax assets | 7,447 | 2,244 |
Deferred tax liabilities | ||
Property and equipment | (66) | |
Intangibles | (3,432) | |
Internally Developed Software | (877) | (173) |
Share based compensation | (126) | |
Right-of-Use Assets | (991) | (100) |
Prepaid Expenses | (229) | (198) |
Total deferred tax liabilities | (5,595) | (596) |
Valuation Allowance | (1,852) | (1,648) |
Deferred tax asset, net | $ 0 | $ 0 |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenue | $ 330,230 | $ 176,784 |
Adjusted EBITDA | (8,159) | |
Depreciation and amortization | (2,748) | (165) |
Other income (expense), net | 367 | (74) |
Income tax benefit (expense) | 3,247 | 8 |
Share based compensation | (4,011) | (728) |
Transaction-related costs | (1,187) | |
Net loss | (12,491) | $ (1,341) |
Technology | ||
Segment Reporting Information [Line Items] | ||
Revenue | 2,021 | |
Adjusted EBITDA | (792) | |
Real Estate Brokerage | ||
Segment Reporting Information [Line Items] | ||
Revenue | 314,373 | |
Adjusted EBITDA | 315 | |
Mortgage | ||
Segment Reporting Information [Line Items] | ||
Revenue | 6,799 | |
Adjusted EBITDA | (1,145) | |
Corporate and other services | ||
Segment Reporting Information [Line Items] | ||
Revenue | 7,037 | |
Adjusted EBITDA | (6,537) | |
Operating segments | ||
Segment Reporting Information [Line Items] | ||
Adjusted EBITDA | $ (1,622) |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Dec. 31, 2021USD ($) |
Commitments And Contingencies Disclosure [Line items] | |
Assets Held In Escrow | $ 2,300,000 |
Encompass | |
Commitments And Contingencies Disclosure [Line items] | |
Adjusted net worth to maintained | 1,000,000 |
Net worth adjusted | 4,000,000 |
Liquid assets to maintained | $ 4,400,000 |
Percentage of required net worth Liquid assets for compliance | 20.00% |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsequent Event [Line Items] | |||
Common stock consideration | $ 25,538 | $ 252 | |
Cornerstone | Subsequent events | |||
Subsequent Event [Line Items] | |||
Total purchase price | $ 5,800 | ||
Cash consideration | 1,000 | ||
Common stock consideration | $ 4,800 |