Fathom (FTHM) 10-Q 11 May 23 2023 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 01, 2023
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Entity File Number	001-39412
Entity Registrant Name	FATHOM HOLDINGS INC.
Entity Incorporation, State or Country Code	NC
Entity Tax Identification Number	82-1518164
Entity Address, Address Line One	2000 Regency Parkway Drive
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Cary
Entity Address State Or Province	NC
Entity Address, Postal Zip Code	27518
City Area Code	888
Local Phone Number	455-6040
Title of 12(b) Security	Common Stock, No Par Value
Trading Symbol	FTHM
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		18,071,111
Entity Central Index Key	0001753162
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 6,723	$ 8,320
Restricted cash	78	60
Accounts receivable	3,410	3,074
Mortgage loans held for sale, at fair value	4,619	3,694
Prepaid and other current assets	3,466	3,668
Total current assets	18,296	18,816
Property and equipment, net	2,828	2,945
Lease right of use assets	5,175	5,508
Intangible assets, net	26,608	27,259
Goodwill	25,607	25,607
Other assets	55	52
Total assets	78,569	80,187
Current liabilities:
Accounts payable	3,987	3,343
Accrued and other current liabilities	3,814	3,403
Warehouse lines of credit	4,477	3,580
Lease liability - current portion	269	564
Long-term debt - current portion	1,636	1,609
Total current liabilities	14,183	12,499
Lease liability, net of current portion	4,843	5,241
Long-term debt, net of current portion	106	129
Other long-term liabilities	297	297
Total liabilities	19,429	18,166
Commitments and contingencies (Note 18)
Stockholders' equity:
Common stock (no par value, shares authorized, 100,000,000; shares issued and outstanding, 18,071,111 and 17,468,562 as of March 31, 2023 and December 31, 2022, respectively)	0	0
Additional paid-in capital	112,446	109,626
Accumulated deficit	(53,306)	(47,605)
Total stockholders' equity	59,140	62,021
Total liabilities and stockholders' equity	$ 78,569	$ 80,187

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, par value (in dollars per share)	$ 0	$ 0
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	18,071,111	17,468,562
Common stock, shares outstanding	18,071,111	17,468,562

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Total revenue	$ 77,541,000	$ 90,082,000
Operating expenses
Commission and other agent-related costs	69,172,000	79,479,000
Operations and support	1,614,000	2,175,000
Technology and development	1,290,000	1,474,000
General and administrative	9,601,000	10,854,000
Marketing	715,000	1,163,000
Depreciation and amortization	695,000	572,000
Total operating expenses	83,087,000	95,717,000
Loss from operations	(5,546,000)	(5,635,000)
Other expense (income), net
Interest expense (income), net	(16,000)	1,000
Other nonoperating expense (income), net	159,000	336,000
Other expense (income), net	143,000	337,000
Loss before income taxes	(5,689,000)	(5,972,000)
Income tax expense (benefit)	12,000	25,000
Net loss	$ (5,701,000)	$ (5,997,000)
Net loss per share:
Basic	$ (0.36)	$ (0.37)
Diluted	$ (0.36)	$ (0.37)
Weighted average common shares outstanding:
Basic	16,011,068	16,323,157
Diluted	16,011,068	16,323,157
Gross commission income
Total revenue	$ 73,170,000	$ 84,044,000
Other service revenue
Total revenue	$ 4,371,000	$ 6,038,000

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Common stock	Additional Paid-in Capital	Accumulated deficit	Total
Balance at beginning at Dec. 31, 2021		$ 100,129	$ (19,979)	$ 80,150
Balance at beginning (in shares) at Dec. 31, 2021	16,751,606
Changes in Stockholders' deficit
Issuance of common stock for purchase of business		5,905		5,905
Issuance of common stock for purchase of business (in shares)	435,294
Repurchase of common stock		(988)		(988)
Repurchase of common stock (in shares)	(83,811)
Stock-based compensation, net of forfeitures		2,458		2,458
Stock-based compensation, net of forfeitures (in shares)	7,820
Net loss			(5,997)	(5,997)
Balance at ending at Mar. 31, 2022		107,504	(25,976)	81,528
Balance at ending (in shares) at Mar. 31, 2022	17,110,909
Balance at beginning at Dec. 31, 2022		109,626	(47,605)	62,021
Balance at beginning (in shares) at Dec. 31, 2022	17,468,562
Changes in Stockholders' deficit
Stock-based compensation, net of forfeitures		2,820		2,820
Stock-based compensation, net of forfeitures (in shares)	602,549
Net loss			(5,701)	(5,701)
Balance at ending at Mar. 31, 2023		$ 112,446	$ (53,306)	$ 59,140
Balance at ending (in shares) at Mar. 31, 2023	18,071,111

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (5,701)	$ (5,997)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	1,357	1,061
Non-cash lease expense	337	271
Gain on sale of mortgages	(831)	(1,181)
Stock-based compensation	2,820	2,407
Change in operating assets and liabilities:
Accounts receivable	(336)	(154)
Prepaid and other current assets	202	(371)
Other assets	(3)	80
Accounts payable	644	(410)
Accrued and other current liabilities	411	(65)
Operating lease liabilities	(374)	(225)
Mortgage loans held for sale	(37,179)	(61,488)
Proceeds from sale and principal payments on mortgage loans held for sale	37,083	67,713
Net cash (used in) provided by operating activities	(1,570)	1,641
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(9)	(317)
Amounts paid for business and asset acquisitions, net of cash acquired	0	(1,572)
Purchase of intangible assets	(579)	(763)
Net cash used in investing activities	(588)	(2,652)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt	(318)	(467)
Net borrowings on warehouse lines of credit	897	(4,852)
Repurchase of common stock	0	(989)
Net cash (used in) provided by financing activities	579	(6,308)
Net decrease in cash, cash equivalents, and restricted cash	(1,579)	(7,319)
Cash, cash equivalents, and restricted cash at beginning of period	8,380	37,921
Cash, cash equivalents, and restricted cash at end of period	6,801	30,602
Supplemental disclosure of cash and non-cash transactions:
Cash paid for interest	11
Income taxes paid	0
Amounts due to sellers	0	700
Right of use assets obtained in exchange for new lease liabilities	4
Issuance of common stock for purchase of business	0	5,905
Capitalized stock-based compensation	0	51
Reconciliation of cash and restricted cash:
Cash and cash equivalents	6,723	30,524
Restricted cash	78	78
Total cash, cash equivalents, and restricted cash shown in statement of cash flows	$ 6,801	$ 30,602

Organization, Consolidation and

Organization, Consolidation and Presentation of Financial Statements	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements
Organization, Consolidation and Presentation of Financial Statements	Note 1. Organization, Consolidation and Presentation of Financial Statements 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. The Company’s brands include Fathom Realty, Dagley Insurance, Encompass Lending, intelliAgent, LiveBy, Real Results, Verus Title and Cornerstone. The unaudited interim consolidated financial statements include the accounts of Fathom Holdings’ wholly owned subsidiaries. All transactions and accounts between and among its subsidiaries have been eliminated. All adjustments and disclosures necessary for a fair presentation of these unaudited interim consolidated financial statements have been included. The accompanying unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results of operations for the periods presented. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the Security and Exchange Commission (“SEC”) on March 30, 2023 (the “Form 10-K”). The results of operations for any interim periods are not necessarily indicative of the results that may be expected for the entire fiscal year or any other interim period. In January and February 2022, the Company acquired Cornerstone Financial (“Cornerstone”) and iPro realty Network (“iPro”), respectively, in separate transactions accounted for as business combinations. Cornerstone is a real estate mortgage business that will help expand the Company’s reach in the Washington DC and surrounding markets. The acquisition of iPro, a real estate brokerage business, will help expand the Company’s reach in the Utah real estate market. Certain prior period amounts have been revised to conform to the current presentation. These changes have no impact on our previously reported consolidated balance sheets or statements of operations. The Company has evaluated the impact of events that have occurred subsequent to March 31, 2023, through the date the consolidated financial statements were filed with the SEC. Based on this evaluation, other than as recorded or disclosed (see Note 19) within these consolidated financial statements and related notes, the Company has determined that there are no material subsequent events that would require recognition or disclosure.

Risks and Uncertainties

Risks and Uncertainties	3 Months Ended
	Mar. 31, 2023
Risks and Uncertainties
Risks and Uncertainties	Note 2. Risks and Uncertainties Certain Significant Risks and Business Uncertainties Liquidity COVID-19 Risks, Impacts and Uncertainties For the quarter ended March 31, 2023 and the year ended December 31, 2022, due in part to the widespread availability of multiple COVID-19 vaccines, the effects of COVID-19 on business worldwide lessened. However, any lingering impact from COVID-19, as well as the recent increases in interest rates and inflationary pressure in the U.S. and world economies, is not fully known and cannot be estimated as the U.S. and global economies continue to react. Use of Estimates

Recent Accounting Pronouncement

Recent Accounting Pronouncements	3 Months Ended
	Mar. 31, 2023
Recent Accounting Pronouncements
Recent Accounting Pronouncements	Note 3. Recent Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, In August 2020, the FASB issued ASU No. 2020-06 Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40)

Acquisitions

Acquisitions	3 Months Ended
	Mar. 31, 2023
Acquisitions
Acquisitions	Note 4. Acquisitions The Company completed two acquisitions in the three months ended March 31, 2022, both accounted for as business combinations. On January 24, 2022, the Company acquired Cornerstone, a real estate mortgage business in the Washington DC and surrounding markets, for approximately $4.7 million. The purchase price was comprised of $1.1 million in cash consideration and 267,470 shares of common stock with an acquisition date fair value of $3.6 million. Approximately $0.6 million of the cash consideration is due within one year of the acquisition date. The Company is currently in discussions with the seller regarding extending the due date of this payment. On February 8, 2022, the Company acquired iPro, a real estate brokerage business in the Utah real estate market, for total consideration of approximately $4.2 million. The purchase price included cash consideration of approximately $1.8 million and 167,824 shares of common stock with an acquisition date fair value of $2.3 million. Approximately $0.1 million of the cash consideration was due within one year of the acquisition date and was paid by the Company in April 2023. Assets acquired and liabilities assumed in the individual acquisitions were recorded on the Company’s condensed consolidated balance sheet at their estimated fair values as of the respective dates of acquisition, including mortgage loans held for sale of approximately $3.5 million, lease right of use assets and lease liabilities of approximately The Company updated the fair value estimates used in the purchase price allocation related to the Cornerstone and iPro acquisitions during the period from acquisition through December 31, 2022, resulting in an increase of $0.5 million in the fair value of assumed finite lived intangible assets, an increase of $0.3 million in other assets, a $0.5 million decrease in goodwill, and a $0.1 increase in deferred tax liabilities. Pro forma information has not been included as it is impracticable to obtain the information due to the lack of availability of historical GAAP financial data. The results of operations of these businesses do not have a material effect on the Company’s consolidated results of operations. Acquisition related costs incurred during the three months ended March 31, 2022, were $51,000 and are included in general and administrative expense.

Intangible Assets, Net

Intangible Assets, Net	3 Months Ended
	Mar. 31, 2023
Intangible Assets, Net
Intangible Assets, Net	Note 5. Intangible Assets, Net Intangible assets, net consisted of the following (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ ​ Gross Carrying ​ ​ Accumulated ​ Net Carrying ​ Amount Amortization Value Trade names ​ $ 7,956 ​ $ (1,461) ​ $ 6,495 Software development ​ 12,927 ​ (3,616) ​ 9,311 Customer relationships ​ ​ 8,180 ​ ​ (2,364) ​ ​ 5,816 Agent relationships ​ 5,856 ​ (1,133) ​ 4,724 Know-how ​ ​ 430 ​ ​ (168) ​ ​ 262 ​ ​ $ 35,349 ​ $ (8,742) ​ $ 26,608 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Gross Carrying Accumulated Net Carrying ​ Amount Amortization Value Trade names ​ $ 7,956 ​ $ (1,262) ​ $ 6,694 Software development ​ 12,348 ​ (3,029) ​ 9,319 Customer relationships ​ ​ 8,180 ​ ​ (2,085) ​ ​ 6,095 Agent relationships ​ ​ 5,856 ​ ​ (988) ​ ​ 4,868 Know-how ​ 430 ​ (147) ​ 283 ​ ​ $ 34,770 ​ $ (7,511) ​ $ 27,259 ​ Estimated future amortization of intangible assets as of March 31, 2023 was as follows (amounts in thousands): ​ ​ ​ ​ Years Ending December 31, ​ 2023 (Remaining) ​ $ 4,003 2024 ​ 5,175 2025 ​ 4,937 2026 ​ 4,301 2027 ​ 3,301 2028 ​ ​ 2,197 Thereafter ​ ​ 2,694 Total ​ $ 26,608 ​ The aggregate amortization expense for intangible assets was $1.2 million and $1.0 million, of which $0.7 million and $0.5 million was included in technology and development expense for the three months ended March 31, 2023 and 2022, respectively.

Goodwill

Goodwill	3 Months Ended
	Mar. 31, 2023
Goodwill
Goodwill	Note 6. Goodwill The carrying amount of goodwill by reportable segment as of March 31, 2023 and December 31, 2022 were as follows (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Brokerage Mortgage Technology Other (a) Total Balance at March 31, 2023 and December 31, 2022 ​ $ 2,690 ​ $ 10,428 ​ $ 4,168 ​ $ 8,321 ​ $ 25,607 (a) The Company has a risk of future impairment to the extent that individual reporting unit performance does not meet projections. Additionally, if current assumptions and estimates, including projected revenues and income growth rates, terminal growth rates, competitive and consumer trends, market-based discount rates, and other market factors, are not met, or if valuation factors outside of the Company’s control change unfavorably, the estimated fair value of goodwill could be adversely affected, leading to a potential impairment in the future. For the three months ended March 31, 2023, no events occurred that indicated it was more likely than not that goodwill was impaired.

Accrued and Other Current Liabi

Accrued and Other Current Liabilities	3 Months Ended
	Mar. 31, 2023
Accrued and Other Current Liabilities
Accrued and Other Current Liabilities	Note 7. Accrued and Other Current Liabilities Accrued and other current liabilities consisted of the following (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 December 31, 2022 Deferred annual fee ​ $ 891 ​ $ 1,100 Due to sellers ​ ​ 857 ​ ​ 857 Accrued compensation and other employer related costs ​ ​ 1,081 ​ ​ 884 Other accrued liabilities ​ 985 ​ 562 Total accrued and other current liabilities ​ $ 3,814 ​ $ 3,403 ​

Warehouse Lines of Credit

Warehouse Lines of Credit	3 Months Ended
	Mar. 31, 2023
Warehouse Lines of Credit
Warehouse Lines of Credit	Note 8. Warehouse Lines of Credit Encompass Lending Group (“Encompass”), a wholly owned subsidiary of the Company, utilizes line of credit facilities as a means of temporarily financing mortgage loans pending their sale. The underlying warehouse lines of credit agreements, as described below, contain financial and other debt covenants. Encompass maintains a master loan warehouse agreement with a bank whereby Encompass borrows funds to finance the origination or purchase of eligible loans. Interest on funds borrowed is equal to the greater of the 30-Day Secured Overnight Financing Rate (SOFR) rate plus 2.625% or 5.00%. The agreement expires in July 2023. The maximum funding available under these loans at March 31, 2023 was $7.5 million and December 31, 2022 was $15.0 million. At March 31, 2023 and December 21, 2022, the outstanding balance on this warehouse line was approximately $0.8 million and $1.7 million, respectively. As of March 31, 2023, Encompass was in compliance with the debt covenants under this facility. Encompass maintains a mortgage participation purchase agreement with a bank whereby Encompass borrows funds to finance the origination or purchase of eligible loans. Interest on funds borrowed is equal to the greater of the 1 month Term SOFR Reference Rate (SOFR) Rate plus 2.11% or 3.61%. The agreement expires in July 2023.The maximum funding available under these loans at March 31, 2023 was $7.5 million and December 31, 2022 was $25.0 million. At March 31, 2023 and December 31, 2022, the outstanding balance on this warehouse line was approximately $2.1 million and $0.8 million, respectively. As of March 31, 2023, Encompass was in compliance with the debt covenants under this facility. Encompass maintains a warehousing credit and security agreement with a bank whereby Encompass borrows funds to finance the origination of eligible mortgage loans. Interest on funds borrowed is equal to the greater of the daily adjusting Bloomberg Short-Term Bank Yield (BSBY) rate plus 2.00% or 3.5% per annum. The agreement expires in September 2023. The daily adjusting BSBY rate plus 2.00% as of March 31, 2023 was 6.91% and as of December 31, 2022 was 6.36%. The maximum funding available under these loans at March 31, 2023 was $7.5 million and December 31, 2022 was $15.0 million. At March 31, 2023 and December 31, 2022, the outstanding balance on this warehouse line was approximately $1.6 million and $1.0 million, respectively. As of March 31, 2023, Encompass was in compliance with the debt covenants under this facility.

Debt

Debt	3 Months Ended
	Mar. 31, 2023
Debt
Debt	Note 9. Debt ​ Long-term debt consisted of the following (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 December 31, 2022 3.75% Small Business Administration installment loan due May 2050 ​ $ 128 ​ $ 151 Notes payable: ​ ​ ​ ​ ​ ​ 6.0% director and officer insurance policy promissory note due July 31, 2023 ​ ​ 62 ​ ​ 246 9.0 % executive and officer insurance policy promissory note due August 1, 2023 ​ ​ 185 ​ ​ 296 Total debt ​ ​ 375 ​ ​ 693 Long-term debt, current portion ​ ​ (269) ​ ​ (564) Long-term debt, net of current portion ​ $ 106 ​ $ 129 ​

Fair Value Measurements

Fair Value Measurements	3 Months Ended
	Mar. 31, 2023
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 instruments; and ● Closing prices at March 31, 2023 and December 31, 2022 for derivative instruments. The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of March 31, 2023 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ Level 1 Level 2 Level 3 Total Mortgage loans held for sale ​ $ — ​ $ 4,619 ​ $ — ​ $ 4,619 Derivative assets (included in prepaids and other current assets) ​ — ​ — ​ 34 ​ ​ 34 Derivative liabilities (included in accrued and other current liabilties) ​ — ​ ​ — ​ ​ (61) ​ ​ (61) ​ ​ $ — ​ $ 4,619 ​ $ (27) ​ $ 4,592 ​ The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Level 1 Level 2 Level 3 Total Mortgage loans held for sale ​ $ — ​ $ 3,694 ​ $ — ​ $ 3,694 Derivative assets (included in prepaids and other current assets) ​ — ​ — ​ ​ 7 ​ ​ 7 ​ ​ $ — ​ $ 3,694 ​ $ 7 ​ $ 3,701 ​ The Company enters into IRLCs to originate residential mortgage loans held for sale, at specified interest rates and within a specific period of time (generally between 30 and 90 days), with customers who have applied for a loan and meet certain credit and underwriting criteria. These IRLCs meet the definition of a derivative and are reflected on the consolidated balance sheets at fair value with changes in fair value recognized in other service revenue on the consolidated statements of operations. Unrealized gains and losses on the IRLCs, reflected as derivative assets and derivative liabilities, respectively, are measured based on the fair value of the underlying mortgage loan, quoted agency mortgage-backed security (“MBS”) prices, estimates of the fair value of the mortgage servicing rights and the probability that the mortgage loan will fund within the terms of the IRLC, net of commission expense and broker fees. The fair value of 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.

Leases

Leases	3 Months Ended
	Mar. 31, 2023
Leases
Leases	Note 11. Leases Operating Leases The Company has operating leases primarily consisting of office space with remaining lease terms of less than one year to six years, subject to certain renewal options as applicable. Leases with an initial term of twelve months or less are not recorded on the balance sheet, and the Company does not separate lease and non-lease components of contracts. There are no material residual guarantees associated with any of the Company’s leases, and there are no significant restrictions or covenants included in the Company’s lease agreements. Certain leases include variable payments related to common area maintenance and property taxes, which are billed by the landlord, as is customary with these types of charges for office space. Our lease agreements generally do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate imputed discount rate. The Company benchmarked itself against other companies of similar credit ratings and comparable quality and derived an imputed rate, which was used in a portfolio approach to discount its real estate lease liabilities. The Company used estimated incremental borrowing rates for all active leases. The table below presents certain information related to lease costs for the Company’s operating leases (amounts in thousands): The following table presents the weighted average remaining lease term and the weighted average discount rate related to operating leases. ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 December 31, 2022 ​ Weighted average remaining lease term (in years) - operating leases ​ 4.5 ​ 4.7 ​ Weighted average discount rate - operating leases 6.19 % 6.19 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2023 2022 Operating lease expense ​ $ 460 ​ $ 332 Short-term lease expense ​ 161 ​ ​ 112 Total lease cost ​ $ 621 ​ $ 444 ​ The following table presents the maturities of lease liabilities (amounts in thousands): ​ ​ ​ ​ ​ ​ Operating Years Ended December 31, ​ Leases 2023 ​ $ 1,508 2024 ​ 1,714 2025 ​ 1,429 2026 ​ 1,083 2027 ​ 969 2028 and thereafter ​ 709 Total minimum lease payments ​ ​ 7,412 Less effects of discounting ​ ​ (933) Present value of future minimum lease payments ​ $ 6,479 ​

Shareholders' Equity

Shareholders' Equity	3 Months Ended
	Mar. 31, 2023
Shareholders' Equity
Shareholders' Equity	Note 12. Shareholders’ Equity On March 10, 2022, the Company’s Board of Directors authorized an expenditure of up to $10 million for the repurchase of shares of the Company’s common stock. The share repurchase program does not have a fixed expiration. Under the program, repurchases can be made from time-to-time using a variety of methods, including open market transactions, privately negotiated transactions or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The actual timing and amount of future repurchases are subject to business and market conditions, corporate and regulatory requirements, stock price, acquisition opportunities and other factors. The repurchase program does not obligate the Company to acquire any particular number of shares and may be suspended or discontinued at any time at the Company’s discretion. During the year ended December 31, 2022, the Company reacquired 686,097 shares for approximately $6.0 million. As of March 31, 2023, the Company had approximately $4.0 million remaining under the share repurchase authorization. During the three months ended March 31, 2022, the Company issued shares of common stock as part of the purchase consideration in connection with the acquisitions of iPro and Cornerstone. Refer to Note 4 for additional information about these acquisitions and the shares of common stock issued. The Company has an outstanding equity-classified warrant issued to an underwriter in August 2020 (the “Underwriter Warrant”) to purchase 240,100 shares of common stock. The Underwriter Warrant is exercisable at a per share exercise price of $11.00 and is exercisable at any time through August 4, 2025. As of March 31, 2023, no portion of the Underwriter Warrant has been exercised or expired.

Stock-based Compensation

Stock-based Compensation	3 Months Ended
	Mar. 31, 2023
Stock-based Compensation
Stock-based Compensation	Note 13. Stock-based Compensation The Company’s 2019 Omnibus Stock Incentive Plan (the “2019 Plan”) provides for granting stock options, restricted stock awards, and restricted stock units to employees, directors, contractors and consultants of the Company. As of March 31, 2023, there were approximately 159,000 shares available for future grants under the 2019 Plan. Restricted Stock Awards Following is the restricted stock award activity for the three months ended March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ Grant Date ​ ​ Shares ​ Fair Value Nonvested at December 31, 2022 1,375,145 ​ $ 14.23 Granted 651,618 ​ 4.32 Released (2,866) ​ — Forfeited (49,069) ​ 12.77 Nonvested at March 31, 2023 1,974,828 ​ ​ 10.98 ​ Restricted Stock Unit Awards During 2022, the Company commenced granting restricted stock units to employees and agents. Following is the restricted stock unit award activity for the three months ended March 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ Grant Date ​ ​ Shares ​ Fair Value Nonvested at December 31, 2022 392,564 ​ $ 6.58 Granted 894,891 ​ 4.28 Released — ​ — Forfeited (12,852) ​ 6.05 Nonvested at March 31, 2023 1,274,603 ​ $ 4.97 ​ Stock Option Awards There were no stock option awards granted during the three month period ended March 31, 2023. Stock-based Compensation expense Stock-based compensation expense related to all awards issued under the Company’s stock compensation plans for the three months ended March 31, 2023 and 2022 was as follows (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ​ ​ March 31, ​ 2022 2021 Commission and other agent-related cost ​ $ 998 ​ ​ 832 Operations and support ​ ​ 202 ​ ​ 71 Technology and development ​ 22 ​ ​ 2 General and administrative ​ ​ 1,507 ​ ​ 1,457 Marketing ​ ​ 91 ​ ​ 45 Total stock-based compensation ​ $ 2,820 ​ $ 2,407 ​ The Company capitalized $0 and $51,000 of stock-based compensation expense associated with the cost of developing software for internal use during the three months ended March 31, 2023 and 2022, respectively. At March 31, 2023, the total unrecognized compensation cost related to non-vested restricted stock awards was $11.0 million, which is expected to be recognized over a period of approximately 1.2 years. At March 31, 2023, the total unrecognized compensation related to unvested restricted stock units was $4.9 million which the Company expects to recognize over a period of approximately 1.6 years. At March 31, 2023, the total unrecognized compensation related to unvested stock option awards granted was $0.2 million which the Company expects to recognize over a period of approximately three months.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2023
Related Party Transactions
Related Party Transactions	Note 14. Related Party Transactions We lease office space from entities affiliated with certain of our employees. We paid $0.1 million in total rent expense under these leases for both of the three months ended March 31, 2023 and 2022, respectively. Marketing expense for both of the three months ended March 31, 2023 and 2022 includes approximately $0.1 million from related parties in exchange for the Company receiving marketing services.

Net Loss per Share Attributable

Net Loss per Share Attributable to Common Stock	3 Months Ended
	Mar. 31, 2023
Net Loss per Share Attributable to Common Stock
Net Loss per Share Attributable to Common Stock	Note 15. Net Loss per Share Attributable to Common Stock Basic loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted loss per share is calculated by adjusting the weighted-average number of shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock method. Diluted loss per share excludes, when applicable, the potential impact of stock options, unvested shares of restricted stock awards, and common stock warrants because their effect would be anti-dilutive due to net loss. The calculation of basic and diluted net loss per share attributable to common stock was as follows (amounts in thousands except share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ​ ​ March 31, ​ 2023 2022 Numerator: ​ ​ ​ ​ ​ ​ Net loss attributable to common stock—basic and diluted ​ $ (5,701) ​ $ (5,997) Denominator: ​ ​ ​ ​ ​ ​ Weighted-average basic and diluted shares outstanding ​ ​ 16,011,068 ​ ​ 16,323,157 ​ ​ ​ ​ ​ ​ ​ Net loss per share attributable to common stock—basic and diluted ​ $ (0.36) ​ $ (0.37) ​ The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stock for the periods presented because their effect would have been anti-dilutive. ​ ​ ​ ​ ​ ​ ​ Three Months ​ ​ March 31, ​ 2023 2022 Stock options ​ 147,707 ​ 43,996 Non-vested restricted stock awards ​ 1,974,828 ​ 693,717 Non-vested restricted stock units ​ 1,274,603 ​ — Common stock warrants ​ 240,100 ​ 240,100 ​

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2023
Income Taxes
Income Taxes	Note 16. Income Taxes In determining the quarterly provision for income taxes, the Company used the annual effective tax rate applied to year-to-date income. The Company’s annual estimated effective tax rate differs from the statutory rate primarily as a result of state taxes, permanent differences, and changes in the Company’s valuation allowance. The income tax effects of unusual or infrequent items including a change in the valuation allowance as a result of a change in judgment regarding the realizability of deferred tax assets are excluded from the estimated annual effective tax rate and are required to be discretely recognized in the interim period they occur. The Company has historically maintained a valuation allowance against deferred tax assets and reported only minimal current state tax expense. The Company recorded income tax expense of approximately $12,000 and $25,000 for the three months ended March 31, 2023 and March 31, 2022 respectively. The Company expects to maintain a valuation allowance on current year remaining net deferred tax assets by year-end due to historical operating losses, but records a net deferred tax liability when reversals of deferred tax liabilities that relate to indefinite-live intangible assets may not be used in realizing deferred tax assets. The Company applies the standards on uncertainty in income taxes contained in ASC Topic 740, Accounting for Income Taxes. The application of this interpretation did not have any impact on the Company’s consolidated financial statements, as the Company did not have any significant unrecognized tax benefits during the three months ended March 31, 2023 and the year ended December 31, 2022. Currently, the statute of limitations remains open subsequent to and including the year ended December 31, 2019.

Segment Reporting

Segment Reporting	3 Months Ended
	Mar. 31, 2023
Segment Reporting
Segment Reporting	Note 17. Segment Reporting The Company identifies an operating segment as a component: (i) that engages in business activities from which it may earn revenues and incur expenses; (ii) that has available discrete financial information; and (iii) whose operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”) to allocate resources and to assess the operating results and financial performance of each operating segment. Our Chief Operating Decision Maker makes operating decisions and assesses performance based on the services of identified operating segments and has identified three reportable segments: Real Estate Brokerage; Mortgage; and Technology. Through its Real Estate Brokerage segment, the Company provides real estate brokerage services. Through its Mortgage segment, the Company provides residential loan origination and underwriting services. Through its Technology segment, the Company provides SaaS solutions and data mining for third party customers and continues to develop its intelliAgent platform for current use by the Company’s real estate agents. 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 income and expense, costs related to acquisitions, income taxes, depreciation and amortization, and stock-based compensation expense. In particular, the Company believes the exclusion of non-cash stock-based compensation expense related to restricted stock awards and stock options and transaction-related costs provides a useful supplemental measure in evaluating the performance of our operations and provides better transparency into our results of operations. The Company’s presentation of Adjusted EBITDA might not be comparable to similar measures used by other companies. The Company does not allocate assets to its reportable segments as they are not included in the review performed by the CODM for purposes of assessing segment performance and allocating resources. The balance sheet is managed on a consolidated basis and is not used in the context of segment reporting. Key operating data for the reportable segments for the three months ended March 31, 2023 and 2022 are set forth in the tables below (amounts in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ ​ ​ Three Months ​ ​ ​ March 31, ​ 2023 2022 Real Estate Brokerage ​ $ 73,170 ​ $ 84,044 Mortgage ​ ​ 1,464 ​ ​ 2,864 Technology ​ ​ 756 ​ ​ 645 Corporate and other services (a) ​ ​ 2,151 ​ ​ 2,529 Total revenue ​ $ 77,541 ​ $ 90,082 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA ​ ​ Three Months ​ ​ March 31, ​ 2023 2022 Real Estate Brokerage ​ $ 1,298 ​ $ 945 Mortgage ​ ​ (567) ​ ​ (490) Technology ​ ​ (212) ​ ​ (395) Total Segment Adjusted EBITDA ​ ​ 519 ​ ​ 60 Corporate and other services (a) ​ ​ (1,888) ​ ​ (2,176) Total Company Adjusted EBITDA ​ ​ (1,369) ​ ​ (2,116) Depreciation and amortization ​ ​ (1,357) ​ ​ (1,061) Other (expense) income, net ​ ​ (143) ​ ​ (337) Income tax (expense) benefit ​ ​ (12) ​ ​ (25) Stock based compensation ​ ​ (2,820) ​ ​ (2,407) Transaction-related costs ​ ​ — ​ ​ (51) Net loss ​ $ (5,701) ​ $ (5,997) (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	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies
Commitments and Contingencies	Note 18. Commitments and Contingencies From time to time the Company is involved in litigation, claims, and other proceedings arising in the ordinary course of business. Such litigation and other proceedings may include, but are not limited to, actions relating to employment law and misclassification of employees versus independent contractors, intellectual property, commercial or contractual claims, brokerage or real estate disputes, or other consumer protection statutes, ordinary-course brokerage disputes like the failure to disclose property defects, commission disputes, and various liabilities based upon conduct of individuals or entities outside of the Company’s control, including agents and third party contractor agents. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur. As of March 31, 2023, there was no material litigation against the Company. In conducting its operations, the Company routinely holds customers’ assets in escrow, pending completion of real estate transactions, and is responsible for the proper disposition of these balances for its customers. Certain of these amounts are maintained in segregated bank accounts and have not been included in the accompanying consolidated balance sheets, consistent with GAAP and industry practice. The balances amounted to $2.0 million and $1.8 million at March 31, 2023 and December 31, 2022, respectively. Encompass Net Worth Requirements In order to maintain approval from the U.S. Department of Housing and Urban Development to operate as a Title II non-supervised mortgagee, our indirect subsidiary Encompass is required to maintain adjusted net worth of $1,000,000 and must maintain liquid assets (cash, cash equivalents, or readily convertible instruments) of 20% of the required net worth. As of March 31, 2023, Encompass had adjusted net worth of approximately $3.5 million and liquid assets of $3.9 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 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	3 Months Ended
	Mar. 31, 2023
Subsequent Events
Subsequent Events	Note 19. Subsequent Events On April 13, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Holder”) and issued a Senior Secured Convertible Promissory Note in principal amount of $3,500,000 (the “Note”), in a private placement (the “Offering”). The Company paid a placement agent fee in the amount of $175,000 in connection with the Offering. The cash proceeds disbursed to the Company from the issuance of the Note were $3,300,000, after deducting the placement agent fee and purchaser expenses. The Company shall pay interest to the Holder quarterly in cash on the principal amount of this Note at a rate which fluctuates every calendar month, and is equal to (i) the monthly average Secured Overnight Financing Rate (SOFR) plus (ii) 5%, per annum (which interest rate may be increased as provided by the Purchase Agreement); provided, however, that in no event will the rate of interest for any month be less than 8% per annum. Interest shall be due and payable on the last calendar day of each quarter and on the maturity date, April 12, 2025 (the “Fixed Interest Payment Date”); provided, however, notwithstanding anything to the contrary provided in the Purchase Agreement or the Note, interest accrued but not yet paid will be due and payable upon any conversion, prepayment, and/or acceleration whether as a result of an Event of Default, as defined, or otherwise with respect to the principal amount being so converted, prepaid and/or accelerated. In connection with the Offering, the Company also entered into a Security Agreement pursuant to which the Note is secured by all the Company’s existing and future assets. All or any portion of the principal amount of the Note, plus accrued and unpaid interest and any late charges thereon, is convertible at any time, in whole or in part, at the Investor’s option, into shares of the Company’s common stock at an initial fixed conversion price of $6.00 per share, subject to certain customary adjustments. The Note imposes penalties on the Company for any failure to timely deliver any shares of the Company’s common stock issuable upon conversion. The Note may not be converted by the Investor into shares of common stock if such conversion would result in the Investor and its affiliates owning an aggregate of in excess of 4.99% of the then-outstanding shares of the Company’s common stock, provided that upon 61 days’ notice, such ownership limitation may be adjusted by the Investor, but in any case, to no greater than 9.99%.

Risks and Uncertainties (Polici

Risks and Uncertainties (Policies)	3 Months Ended
	Mar. 31, 2023
Risks and Uncertainties
Certain Significant Risks and Business Uncertainties	Certain Significant Risks and Business Uncertainties
Liquidity	Liquidity
COVID-19 Risks, Impacts and Uncertainties	COVID-19 Risks, Impacts and Uncertainties For the quarter ended March 31, 2023 and the year ended December 31, 2022, due in part to the widespread availability of multiple COVID-19 vaccines, the effects of COVID-19 on business worldwide lessened. However, any lingering impact from COVID-19, as well as the recent increases in interest rates and inflationary pressure in the U.S. and world economies, is not fully known and cannot be estimated as the U.S. and global economies continue to react.
Use of Estimates	Use of Estimates

Intangible Assets, Net (Tables)

Intangible Assets, Net (Tables)	3 Months Ended
	Mar. 31, 2023
Intangible Assets, Net
Schedule of components of intangible assets, net	Intangible assets, net consisted of the following (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ ​ Gross Carrying ​ ​ Accumulated ​ Net Carrying ​ Amount Amortization Value Trade names ​ $ 7,956 ​ $ (1,461) ​ $ 6,495 Software development ​ 12,927 ​ (3,616) ​ 9,311 Customer relationships ​ ​ 8,180 ​ ​ (2,364) ​ ​ 5,816 Agent relationships ​ 5,856 ​ (1,133) ​ 4,724 Know-how ​ ​ 430 ​ ​ (168) ​ ​ 262 ​ ​ $ 35,349 ​ $ (8,742) ​ $ 26,608 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Gross Carrying Accumulated Net Carrying ​ Amount Amortization Value Trade names ​ $ 7,956 ​ $ (1,262) ​ $ 6,694 Software development ​ 12,348 ​ (3,029) ​ 9,319 Customer relationships ​ ​ 8,180 ​ ​ (2,085) ​ ​ 6,095 Agent relationships ​ ​ 5,856 ​ ​ (988) ​ ​ 4,868 Know-how ​ 430 ​ (147) ​ 283 ​ ​ $ 34,770 ​ $ (7,511) ​ $ 27,259 ​
Schedule of estimated future amortization of intangible assets	Estimated future amortization of intangible assets as of March 31, 2023 was as follows (amounts in thousands): ​ ​ ​ ​ Years Ending December 31, ​ 2023 (Remaining) ​ $ 4,003 2024 ​ 5,175 2025 ​ 4,937 2026 ​ 4,301 2027 ​ 3,301 2028 ​ ​ 2,197 Thereafter ​ ​ 2,694 Total ​ $ 26,608 ​

Goodwill (Tables)

Goodwill (Tables)	3 Months Ended
	Mar. 31, 2023
Goodwill
Schedule of carrying amount of goodwill	The carrying amount of goodwill by reportable segment as of March 31, 2023 and December 31, 2022 were as follows (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Brokerage Mortgage Technology Other (a) Total Balance at March 31, 2023 and December 31, 2022 ​ $ 2,690 ​ $ 10,428 ​ $ 4,168 ​ $ 8,321 ​ $ 25,607 (a)

Accrued and Other Current Lia_2

Accrued and Other Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2023
Accrued and Other Current Liabilities
Schedule of components of accrued and other current liabilities	Accrued and other current liabilities consisted of the following (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 December 31, 2022 Deferred annual fee ​ $ 891 ​ $ 1,100 Due to sellers ​ ​ 857 ​ ​ 857 Accrued compensation and other employer related costs ​ ​ 1,081 ​ ​ 884 Other accrued liabilities ​ 985 ​ 562 Total accrued and other current liabilities ​ $ 3,814 ​ $ 3,403

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2023
Debt
Schedule of debt	Long-term debt consisted of the following (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 December 31, 2022 3.75% Small Business Administration installment loan due May 2050 ​ $ 128 ​ $ 151 Notes payable: ​ ​ ​ ​ ​ ​ 6.0% director and officer insurance policy promissory note due July 31, 2023 ​ ​ 62 ​ ​ 246 9.0 % executive and officer insurance policy promissory note due August 1, 2023 ​ ​ 185 ​ ​ 296 Total debt ​ ​ 375 ​ ​ 693 Long-term debt, current portion ​ ​ (269) ​ ​ (564) Long-term debt, net of current portion ​ $ 106 ​ $ 129

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	3 Months Ended
	Mar. 31, 2023
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 March 31, 2023 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ Level 1 Level 2 Level 3 Total Mortgage loans held for sale ​ $ — ​ $ 4,619 ​ $ — ​ $ 4,619 Derivative assets (included in prepaids and other current assets) ​ — ​ — ​ 34 ​ ​ 34 Derivative liabilities (included in accrued and other current liabilties) ​ — ​ ​ — ​ ​ (61) ​ ​ (61) ​ ​ $ — ​ $ 4,619 ​ $ (27) ​ $ 4,592 ​ The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Level 1 Level 2 Level 3 Total Mortgage loans held for sale ​ $ — ​ $ 3,694 ​ $ — ​ $ 3,694 Derivative assets (included in prepaids and other current assets) ​ — ​ — ​ ​ 7 ​ ​ 7 ​ ​ $ — ​ $ 3,694 ​ $ 7 ​ $ 3,701 ​

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2023
Leases
Schedule of lease cost	​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 December 31, 2022 ​ Weighted average remaining lease term (in years) - operating leases ​ 4.5 ​ 4.7 ​ Weighted average discount rate - operating leases 6.19 % 6.19 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended March 31, ​ 2023 2022 Operating lease expense ​ $ 460 ​ $ 332 Short-term lease expense ​ 161 ​ ​ 112 Total lease cost ​ $ 621 ​ $ 444 ​
Schedule of weighted average remaining lease term and the weighted average discount rate for the Company's operating leases	​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 December 31, 2022 ​ Weighted average remaining lease term (in years) - operating leases ​ 4.5 ​ 4.7 ​ Weighted average discount rate - operating leases 6.19 % 6.19 % ​
Schedule of future lease payments	​ ​ ​ ​ ​ ​ Operating Years Ended December 31, ​ Leases 2023 ​ $ 1,508 2024 ​ 1,714 2025 ​ 1,429 2026 ​ 1,083 2027 ​ 969 2028 and thereafter ​ 709 Total minimum lease payments ​ ​ 7,412 Less effects of discounting ​ ​ (933) Present value of future minimum lease payments ​ $ 6,479

Stock-based Compensation (Table

Stock-based Compensation (Tables)	3 Months Ended
	Mar. 31, 2023
Stock-based Compensation
Summary of activity related to restricted stock awards and units	​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ Grant Date ​ ​ Shares ​ Fair Value Nonvested at December 31, 2022 1,375,145 ​ $ 14.23 Granted 651,618 ​ 4.32 Released (2,866) ​ — Forfeited (49,069) ​ 12.77 Nonvested at March 31, 2023 1,974,828 ​ ​ 10.98 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average ​ ​ ​ ​ Grant Date ​ ​ Shares ​ Fair Value Nonvested at December 31, 2022 392,564 ​ $ 6.58 Granted 894,891 ​ 4.28 Released — ​ — Forfeited (12,852) ​ 6.05 Nonvested at March 31, 2023 1,274,603 ​ $ 4.97 ​
Schedule of stock based compensation	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ​ ​ March 31, ​ 2022 2021 Commission and other agent-related cost ​ $ 998 ​ ​ 832 Operations and support ​ ​ 202 ​ ​ 71 Technology and development ​ 22 ​ ​ 2 General and administrative ​ ​ 1,507 ​ ​ 1,457 Marketing ​ ​ 91 ​ ​ 45 Total stock-based compensation ​ $ 2,820 ​ $ 2,407 ​

Net Loss per Share Attributab_2

Net Loss per Share Attributable to Common Stock (Tables)	3 Months Ended
	Mar. 31, 2023
Net Loss per Share Attributable to Common Stock
Schedule of basic and diluted net loss	​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ​ ​ March 31, ​ 2023 2022 Numerator: ​ ​ ​ ​ ​ ​ Net loss attributable to common stock—basic and diluted ​ $ (5,701) ​ $ (5,997) Denominator: ​ ​ ​ ​ ​ ​ Weighted-average basic and diluted shares outstanding ​ ​ 16,011,068 ​ ​ 16,323,157 ​ ​ ​ ​ ​ ​ ​ Net loss per share attributable to common stock—basic and diluted ​ $ (0.36) ​ $ (0.37) ​
Schedule of outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stock	​ ​ ​ ​ ​ ​ ​ Three Months ​ ​ March 31, ​ 2023 2022 Stock options ​ 147,707 ​ 43,996 Non-vested restricted stock awards ​ 1,974,828 ​ 693,717 Non-vested restricted stock units ​ 1,274,603 ​ — Common stock warrants ​ 240,100 ​ 240,100

Segment Reporting (Tables)

Segment Reporting (Tables)	3 Months Ended
	Mar. 31, 2023
Segment Reporting
Schedule of key operating data for the reportable segments	Key operating data for the reportable segments for the three months ended March 31, 2023 and 2022 are set forth in the tables below (amounts in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue ​ ​ ​ Three Months ​ ​ ​ March 31, ​ 2023 2022 Real Estate Brokerage ​ $ 73,170 ​ $ 84,044 Mortgage ​ ​ 1,464 ​ ​ 2,864 Technology ​ ​ 756 ​ ​ 645 Corporate and other services (a) ​ ​ 2,151 ​ ​ 2,529 Total revenue ​ $ 77,541 ​ $ 90,082 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA ​ ​ Three Months ​ ​ March 31, ​ 2023 2022 Real Estate Brokerage ​ $ 1,298 ​ $ 945 Mortgage ​ ​ (567) ​ ​ (490) Technology ​ ​ (212) ​ ​ (395) Total Segment Adjusted EBITDA ​ ​ 519 ​ ​ 60 Corporate and other services (a) ​ ​ (1,888) ​ ​ (2,176) Total Company Adjusted EBITDA ​ ​ (1,369) ​ ​ (2,116) Depreciation and amortization ​ ​ (1,357) ​ ​ (1,061) Other (expense) income, net ​ ​ (143) ​ ​ (337) Income tax (expense) benefit ​ ​ (12) ​ ​ (25) Stock based compensation ​ ​ (2,820) ​ ​ (2,407) Transaction-related costs ​ ​ — ​ ​ (51) Net loss ​ $ (5,701) ​ $ (5,997) (a) Transactions between segments are eliminated in consolidation. Such amounts are eliminated through the Corporate and other services line.

Risks and Uncertainties (Detail

Risks and Uncertainties (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Risks and Uncertainties
Net loss	$ (5,701)	$ (5,997)
Cash and cash equivalents	$ 6,723	$ 30,524	$ 8,320

Acquisitions (Details)

Acquisitions (Details)			3 Months Ended		12 Months Ended
	Feb. 08, 2022 USD ($) shares	Jan. 24, 2022 USD ($) shares	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($) item	Dec. 31, 2022 USD ($)
Acquisitions
Number of acquisitions | item				2
Acquisition date fair value of shares			$ 0	$ 5,905,000
Proceeds from sale and principal payments on mortgage loans held for sale			37,083,000	67,713,000
Accrued liabilities			3,814,000		$ 3,403,000
Goodwill			$ 25,607,000		25,607,000
Cornerstone
Acquisitions
Consideration		$ 4,700,000
Cash consideration		$ 1,100,000
Shares of common stock transferred | shares		267,470
Acquisition date fair value of shares		$ 3,600,000
Cash consideration due within one year of acquisition date		$ 600,000
Cornerstone and iPro
Acquisitions
Mortgage loans held for sale	$ 3,500,000
Lease right of use assets	600,000
Lease liabilities	600,000
Accrued liabilities	400,000
Warehouse lines of credit	3,400,000
Finite-lived intangible assets					3,600,000
Goodwill					4,900,000
Goodwill expected to be deductible for income tax purposes					1,400,000
Increase in fair value of assumed finite lived intangible assets					500,000
Increase in other assets					300,000
Decrease in goodwill					500,000
Increase in deferred tax liabilities					$ 100,000
Acquisition related costs incurred				$ 51,000
iPro
Acquisitions
Consideration	4,200,000
Cash consideration	$ 1,800,000
Shares of common stock transferred | shares	167,824
Acquisition date fair value of shares	$ 2,300,000
Cash consideration due within one year of acquisition date	$ 100,000

Intangible Assets, Net (Details

Intangible Assets, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Intangible Assets, Net
Gross Carrying Amount	$ 35,349	$ 34,770
Accumulated Amortization	(8,742)	(7,511)
Net Carrying Value	26,608	27,259
Trade names
Intangible Assets, Net
Gross Carrying Amount	7,956	7,956
Accumulated Amortization	(1,461)	(1,262)
Net Carrying Value	6,495	6,694
Software development
Intangible Assets, Net
Gross Carrying Amount	12,927	12,348
Accumulated Amortization	(3,616)	(3,029)
Net Carrying Value	9,311	9,319
Customer relationships
Intangible Assets, Net
Gross Carrying Amount	8,180	8,180
Accumulated Amortization	(2,364)	(2,085)
Net Carrying Value	5,816	6,095
Agent relationships
Intangible Assets, Net
Gross Carrying Amount	5,856	5,856
Accumulated Amortization	(1,133)	(988)
Net Carrying Value	4,724	4,868
Know-how
Intangible Assets, Net
Gross Carrying Amount	430	430
Accumulated Amortization	(168)	(147)
Net Carrying Value	$ 262	$ 283

Intangible Assets, Net - Future

Intangible Assets, Net - Future amortization of intangible assets (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Intangible Assets, Net
2023 (remaining)	$ 4,003
2024	5,175
2025	4,937
2026	4,301
2027	3,301
2028	2,197
Thereafter	2,694
Total	$ 26,608

Intangible Assets, Net - Additi

Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Intangible Assets, Net
Amortization expense for capitalized software and trade names	$ 1.2	$ 1
Technology and development expense
Intangible Assets, Net
Amortization expense for capitalized software and trade names	$ 0.7	$ 0.5

Goodwill (Details)

Goodwill (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Carrying Value
Goodwill	$ 25,607	$ 25,607
Technology
Carrying Value
Goodwill	4,168	4,168
Operating segments
Carrying Value
Goodwill	2,690	2,690
Mortgage
Carrying Value
Goodwill	10,428	10,428
Other
Carrying Value
Goodwill	$ 8,321	$ 8,321

Accrued and Other Current Lia_3

Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accrued and Other Current Liabilities
Deferred annual fee	$ 891	$ 1,100
Due to sellers	857	857
Accrued compensation and other employer related costs	1,081	884
Other accrued liabilities	985	562
Total accrued and other current liabilities	$ 3,814	$ 3,403

Warehouse Lines of Credit (Deta

Warehouse Lines of Credit (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Warehouse Lines of Credit
Warehouse lines of credit	$ 4,477	$ 3,580
Liquid assets	18,296	18,816
Master loan agreement
Warehouse Lines of Credit
Maximum borrowing capacity	7,500	15,000
Warehouse lines of credit	$ 800	1,700
Master loan agreement | SOFR | Minimum
Warehouse Lines of Credit
Spread on variable rate	2.625%
Master loan agreement | SOFR | Maximum
Warehouse Lines of Credit
Effective interest rate	5%
Mortgage participation purchase agreement
Warehouse Lines of Credit
Maximum borrowing capacity	$ 7,500	25,000
Warehouse lines of credit	$ 2,100	800
Mortgage participation purchase agreement | SOFR | Minimum
Warehouse Lines of Credit
Interest rate	2.11%
Mortgage participation purchase agreement | SOFR | Maximum
Warehouse Lines of Credit
Effective interest rate	3.61%
Warehousing credit and security agreement
Warehouse Lines of Credit
Maximum borrowing capacity	$ 7,500	15,000
Warehouse lines of credit	$ 1,600	$ 1,000
Warehousing credit and security agreement | BSBY rate
Warehouse Lines of Credit
Spread on variable rate	2%
Effective interest rate	6.91%	6.36%
Warehousing credit and security agreement | BSBY rate | Minimum
Warehouse Lines of Credit
Spread on variable rate	2%
Warehousing credit and security agreement | BSBY rate | Maximum
Warehouse Lines of Credit
Effective interest rate	3.50%

Debt - Long-term debt (Details)

Debt - Long-term debt (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt
Long-term debt, current portion	$ (1,636)	$ (1,609)
3.75% Small Business Administration installment loan due May 2050
Debt
Interest rate per annum	3.75%
6.0% director and officer insurance policy promissory note due July 31, 2023
Debt
Interest rate per annum	6%
Notes Payable
Debt
Long term debt	$ 375	693
Long-term debt, current portion	(269)	(564)
Long-term debt, net of current portion	106	129
Notes Payable | 3.75% Small Business Administration installment loan due May 2050
Debt
Long term debt	128	151
Notes Payable | 6.0% director and officer insurance policy promissory note due July 31, 2023
Debt
Long term debt	62	246
Notes Payable | 9.0 % executive and officer insurance policy promissory note due August 1, 2023
Debt
Long term debt	$ 185	$ 296

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Fair Value Measurements
Mortgage loans held for sale	$ 4,619	$ 3,694
Derivative assets (included in prepaids and other current assets)	34	7
Derivative assets (included in prepaids and other current assets)	(61)
Total	4,592	3,701
Level 2
Fair Value Measurements
Mortgage loans held for sale	4,619	3,694
Total	4,619	3,694
Level 3
Fair Value Measurements
Derivative assets (included in prepaids and other current assets)	34	7
Derivative assets (included in prepaids and other current assets)	(61)
Total	$ (27)	$ 7

Leases (Details)

Leases (Details)	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Leases
Option to extend	true
Residual value guarantee	false
Weighted average remaining lease term (in years) - operating leases	4 years 6 months	4 years 8 months 12 days
Weighted average discount rate - operating leases	6.19%	6.19%
Minimum
Leases
Lease term	1 year
Maximum
Leases
Lease term	6 years

Leases - Lease costs (Details)

Leases - Lease costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases
Operating lease expense	$ 460	$ 332
Short-term lease expense	161	112
Total lease cost	$ 621	$ 444

Leases - Maturities of lease li

Leases - Maturities of lease liabilities (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Future Minimum Lease Payments
2023	$ 1,508
2024	1,714
2025	1,429
2026	1,083
2027	969
2028 and thereafter	709
Total Minimum Lease Payments	7,412
Less effects of discounting	(933)
Present value of future minimum lease payments	$ 6,479

Shareholders' Equity (Details)

Shareholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2022	Mar. 31, 2023	Mar. 10, 2022
Shareholders' Equity
Stock repurchase program remaining authorized repurchase amount		$ 4	$ 10
Stock repurchase program authorized amount	$ 6
Number of underwriters warrants exercised or expired		0
Number of shares reacquired	686,097
Underwriter Warrant to purchase shares		240,100
Warrant exercise price (in dollars per share)		$ 11

Stock-based Compensation (Detai

Stock-based Compensation (Details)	3 Months Ended
	Mar. 31, 2023 shares
2019 Omnibus Stock Incentive Plan
Stock-based Compensation
Stock option granted	159,000
Stock options
Stock-based Compensation
Number of awards granted (in shares)	0

Stock-based Compensation - Move

Stock-based Compensation - Movements in Restricted Stock Awards (Details) - $ / shares	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Restricted Stock Awards
Shares
Non-vested at beginning	1,375,145
Granted	651,618
Released	(2,866)
Forfeited	(49,069)
Non-vested at ending	1,974,828
Weighted-Average Grant Date Fair Value
Non-vested at beginning	$ 10.98	$ 14.23
Granted	4.32
Forfeited	12.77
Non-vested at ending	$ 10.98	14.23
Restricted Stock Units
Shares
Non-vested at beginning	392,564
Granted	894,891
Forfeited	(12,852)
Non-vested at ending	1,274,603
Weighted-Average Grant Date Fair Value
Non-vested at beginning	$ 4.97	6.58
Granted	4.28
Forfeited	6.05
Non-vested at ending	$ 4.97	$ 6.58
Stock options
Shares
Granted	0

Stock-based Compensation - Summ

Stock-based Compensation - Summary of stock based compensation (Details) - USD ($)	3 Months Ended			12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2022
Stock-based Compensation
Total stock-based compensation		$ 2,820,000	$ 2,407,000
Stock options
Stock-based Compensation
Total Unrecognized compensation expense	$ 200,000
Unrecognized compensation expense period for recognition	3 months
Non-vested restricted stock awards
Stock-based Compensation
Total Unrecognized compensation expense	$ 11,000,000
Unrecognized compensation expense period for recognition	1 year 2 months 12 days
2019 Omnibus Stock Incentive Plan | Non-vested restricted stock awards
Stock-based Compensation
Total Unrecognized compensation expense	$ 4,900,000
Unrecognized compensation expense period for recognition	1 year 7 months 6 days
Commission and other agent-related cost
Stock-based Compensation
Total stock-based compensation		998,000	832,000
Technology and development
Stock-based Compensation
Total stock-based compensation		22,000	2,000
General and administrative
Stock-based Compensation
Total stock-based compensation		1,507,000	1,457,000
Marketing
Stock-based Compensation
Total stock-based compensation		91,000	45,000
Cost of developing software
Stock-based Compensation
Capitalized of stock-based compensation expense	$ 0			$ 51,000
Operations and support
Stock-based Compensation
Total stock-based compensation		$ 202,000	$ 71,000

Related Party Transactions (Det

Related Party Transactions (Details) $ in Millions	15 Months Ended
	Mar. 31, 2023 USD ($)
Related Party Transactions
Rent expense under leases	$ 0.1
Marketing expense	$ 0.1

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	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021
Net Loss per Share Attributable to Common Stock
Net loss attributable to common stock-basic	$ (5,701)		$ (5,997)
Net loss attributable to common stock-diluted	$ (5,701)	$ (5,997)
Weighted-average basic shares outstanding	16,011,068	16,323,157
Weighted-average diluted shares outstanding	16,011,068	16,323,157
Net loss per share - basic	$ (0.36)	$ (0.37)
Net loss per share - diluted	$ (0.36)	$ (0.37)

Net Loss per Share Attributab_4

Net Loss per Share Attributable to Common Stock - Antidilutive Securities (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share
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	147,707	43,996
Non-vested restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share
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	1,974,828	693,717
Non-vested restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share
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	1,274,603
Common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share
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 ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Income Taxes
Income tax expense	$ 12,000	$ 25,000
Unrecognized tax benefits	$ 0		$ 0

Segment Reporting (Details)

Segment Reporting (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenues
Total revenue	$ 77,541,000	$ 90,082,000
Adjusted EBITDA	(1,369,000)	(2,116,000)
Depreciation and amortization	(1,357,000)	(1,061,000)
Other income(expense), net	(143,000)	(337,000)
Income tax (expense) benefit	(12,000)	(25,000)
Share based compensation	(2,820,000)	(2,407,000)
Transaction-related costs		(51,000)
Net loss	(5,701,000)	(5,997,000)
Technology
Revenues
Total revenue	756,000	645,000
Real Estate Brokerage
Revenues
Total revenue	73,170,000	84,044,000
Mortgage
Revenues
Total revenue	1,464,000	2,864,000
Corporate and other services
Revenues
Total revenue	2,151,000	2,529,000
Adjusted EBITDA	(1,888,000)
Operating segments
Revenues
Adjusted EBITDA	519,000	60,000
Operating segments | Technology
Revenues
Adjusted EBITDA	(212,000)	(395,000)
Operating segments | Real Estate Brokerage
Revenues
Adjusted EBITDA	1,298,000	945,000
Operating segments | Mortgage
Revenues
Adjusted EBITDA	$ (567,000)	(490,000)
Eliminated in consolidation | Corporate and other services
Revenues
Adjusted EBITDA		$ (2,176,000)

Segment Reporting - Additional

Segment Reporting - Additional Information (Details)	3 Months Ended
	Mar. 31, 2023 segment
Segment Reporting
Number of reporting segment	3

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Commitments and Contingencies
Cash balance commitment amount	$ 2,000,000	$ 1,800,000
Encompass
Commitments and Contingencies
Adjusted net worth to maintained	$ 1,000,000
Percentage of required net worth liquid assets for compliance	20%
Net worth adjusted	$ 3,500,000
Liquid assets to maintained	$ 3,900,000

Subsequent Events (Details)

Subsequent Events (Details) - Subsequent Events - Senior Secured Convertible Promissory Note - Private placement	Apr. 13, 2023 USD ($) $ / shares
Subsequent Events
Principal amount	$ 3,500,000
Placement agent fee paid	175,000
Cash proceeds disbursed from issuance of the Note, after deducting placement agent fee and purchaser expenses	$ 3,300,000
Initial fixed conversion price | $ / shares	$ 6
Maximum ownership holding percentage post conversion	4.99%
Notice term for adjustment of ownership limitation	61 days
Maximum adjusted ownership holding percentage post conversion	9.99%
Minimum
Subsequent Events
Interest rate per annum	8%
SOFR
Subsequent Events
Spread on variable rate	5%