Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Jan. 29, 2021 | Jun. 30, 2020 | |
Document And Entity Information | |||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Registrant Name | EXP WORLD HOLDINGS, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity File Number | 001-38493 | ||
Entity Tax Identification Number | 98-0681092 | ||
Entity Address, Address Line One | 2219 Rimland Drive, Suite 301 | ||
Entity Address, City or Town | Bellingham | ||
Entity Address, State or Province | WA | ||
Entity Address, Postal Zip Code | 98226 | ||
City Area Code | 360 | ||
Local Phone Number | 685-4206 | ||
Title of 12(g) Security | Common Stock, par value $0.00001 per share | ||
Trading Symbol | EXPI | ||
Security Exchange Name | NASDAQ | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 144,343,659 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001495932 | ||
Amendment Flag | false | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Entity Public Float | $ 493.3 | ||
ICFR Auditor Attestation Flag | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 100,143 | $ 40,087 | |
Restricted cash | 27,781 | 6,987 | |
Accounts receivable, net of allowance for credit losses of $1,879 and allowance for bad debt of $137, respectively | 76,951 | 28,196 | |
Prepaids and other assets | 7,350 | 3,549 | |
TOTAL CURRENT ASSETS | 212,225 | 78,819 | |
Property, plant and equipment, net | 7,848 | 5,428 | |
Operating lease right-of-use assets | 819 | 1,264 | |
Other noncurrent assets | 16 | ||
Intangible assets, net | 8,350 | 2,677 | |
Goodwill | 12,945 | 8,248 | |
TOTAL ASSETS | 242,187 | 96,452 | |
CURRENT LIABILITIES | |||
Accounts payable | 3,957 | 2,593 | |
Customer deposits | 27,781 | 6,987 | |
Accrued expenses | 62,750 | 31,034 | |
Current portion of long-term payable | 1,416 | 916 | |
Current portion of lease obligation - operating lease | 746 | 435 | |
TOTAL CURRENT LIABILITIES | 96,650 | 41,965 | |
Long-term payable, net of current portion | 2,876 | 1,530 | |
Long-term lease obligation - operating lease, net of current portion | 74 | 829 | |
TOTAL LIABILITIES | 99,600 | 44,324 | |
EQUITY | |||
Common Stock, $0.00001 par value 220,000,000 shares authorized; 146,677,786 issued and 144,143,292 outstanding in 2020; 132,398,616 issued and 131,473,252 outstanding in 2019 | [1] | 1 | 1 |
Additional paid-in capital | 218,492 | 130,682 | |
Treasury stock, at cost: 2,534,494 and 925,364 shares held, respectively | (37,994) | (8,623) | |
Accumulated deficit | (39,162) | (70,293) | |
Accumulated other comprehensive income | 247 | 200 | |
Total eXp World Holdings, Inc, stockholders' equity | 141,584 | 51,967 | |
Equity attributable to noncontrolling interest | 1,003 | 161 | |
TOTAL EQUITY | 142,587 | 52,128 | |
TOTAL LIABILITIES AND EQUITY | $ 242,187 | $ 96,452 | |
[1] | All applicable period amounts have been adjusted to reflect the two -for-one stock split effected in the form of a stock dividend in February 2021. See Note 1 – Description of Business and Basis of Presentation for details. |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Thousands | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares |
Accounts receivable, allowance for credit losses and bad debt | $ | $ 1,879 | $ 137 |
Common stock, par value | $ / shares | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 220,000,000 | 220,000,000 |
Common stock, shares issued | 146,677,786 | 132,398,616 |
Common stock, shares outstanding | 144,143,292 | 131,473,252 |
Treasury stock, shares | 2,534,494 | 925,364 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | ||||
Revenues | $ 1,798,285 | $ 979,937 | $ 500,148 | |
Operating expenses | ||||
Commissions and other agent-related costs | 1,638,674 | 895,882 | 459,716 | |
General and administrative expenses | 122,801 | 89,035 | 59,855 | |
Sales and marketing expenses | 5,223 | 3,799 | 2,961 | |
Total operating expenses | 1,766,698 | 988,716 | 522,532 | |
Operating income (loss) | 31,587 | (8,779) | (22,384) | |
Other expense | ||||
Other expense (income), net | 133 | 247 | (32) | |
Equity in losses of unconsolidated affiliates | 51 | 34 | ||
Total other expense (income), net | 184 | 281 | (32) | |
Income (loss) before income tax expense | 31,403 | (9,060) | (22,352) | |
Income tax expense | 413 | 497 | 78 | |
Net income (loss) | 30,990 | (9,557) | (22,430) | |
Net loss attributable to noncontrolling interest | 141 | 29 | ||
Net income (loss) attributable to eXp World Holdings, Inc. | $ 31,131 | $ (9,528) | $ (22,430) | |
Earnings (loss) per share - Basic | [1] | $ 0.22 | $ (0.08) | $ (0.19) |
Earnings (loss) per share - Diluted | [1] | $ 0.21 | $ (0.08) | $ (0.19) |
Weighted average shares outstanding - Basic | [1] | 138,572,358 | 126,256,407 | 115,379,840 |
Weighted average shares outstanding - Diluted | [1] | 151,550,075 | 126,256,407 | 115,379,840 |
Comprehensive income (loss): | ||||
Net income (loss) | $ 30,990 | $ (9,557) | $ (22,430) | |
Comprehensive loss attributable to noncontrolling interests | 141 | 29 | ||
Net income (loss) attributable to eXp World Holdings, Inc. | 31,131 | (9,528) | (22,430) | |
Other comprehensive income (loss): | ||||
Foreign currency translation (loss) gain, net of tax | 47 | 211 | (20) | |
Comprehensive income (loss) attributable to eXp World Holdings Inc. | $ 31,178 | $ (9,317) | $ (22,450) | |
[1] | All applicable period amounts have been adjusted to reflect the two -for-one stock split effected in the form of a stock dividend in February 2021. See Note 1 – Description of Business and Basis of Presentation for details. |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands | Common Stock | Treasury Stock | Additional Paid-In CapitalCumulative Effect, Period of Adoption, Adjustment [Member] | Additional Paid-In Capital | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | Total |
Beginning balance at Dec. 31, 2017 | $ 1 | $ 36,848 | $ (32,596) | $ 8 | |||||
Net income (loss) | (22,430) | $ (22,430) | |||||||
Shares issued for stock options exercised, shares | 5,223,574 | ||||||||
Shares issued for stock options exercised | 2,015 | ||||||||
Shares issued for acquisition, shares | 194,742 | ||||||||
Shares issued for acquisition | 1,000 | ||||||||
Agent growth incentive stock compensation | 19,053 | ||||||||
Stock option compensation | 4,847 | ||||||||
Agent equity stock compensation | 21,254 | ||||||||
Foreign currency translation gain (loss) | (20) | $ (20) | |||||||
Ending balance at Dec. 31, 2018 | 1 | $ 5,739 | 90,756 | $ (5,739) | (60,765) | (12) | 29,980 | ||
Repurchase of common stock | $ (27,056) | ||||||||
Retirement of treasury stock | 18,433 | (18,433) | |||||||
Net income (loss) | (9,528) | $ (29) | $ (9,557) | ||||||
Shares issued for stock options exercised, shares | 4,522,244 | ||||||||
Shares issued for stock options exercised | 2,298 | ||||||||
Agent growth incentive stock compensation | 13,209 | ||||||||
Stock option compensation | 5,085 | ||||||||
Agent equity stock compensation | 37,768 | ||||||||
Foreign currency translation gain (loss) | 212 | $ 211 | |||||||
Contributions by noncontrolling interests | 189 | ||||||||
Ending balance at Dec. 31, 2019 | 1 | (8,623) | 130,683 | (70,293) | 200 | 160 | 52,128 | ||
Repurchase of common stock | (29,371) | ||||||||
Net income (loss) | 31,131 | (141) | $ 30,990 | ||||||
Shares issued for stock options exercised, shares | 6,538,628 | ||||||||
Shares issued for stock options exercised | 6,946 | ||||||||
Agent growth incentive stock compensation | 13,094 | ||||||||
Stock option compensation | 6,801 | 451 | |||||||
Agent equity stock compensation | 60,968 | ||||||||
Foreign currency translation gain (loss) | 47 | $ 47 | |||||||
Contributions by noncontrolling interests | 533 | ||||||||
Ending balance at Dec. 31, 2020 | $ 1 | $ (37,994) | $ 218,492 | $ (39,162) | $ 247 | $ 1,003 | $ 142,587 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
OPERATING ACTIVITIES | |||
Net income (loss) | $ 30,990,000 | $ (9,557,000) | $ (22,430,000) |
Reconciliation of net income (loss) to net cash provided by operating activities: | |||
Depreciation expense | 3,360,000 | 2,057,000 | 870,000 |
Amortization expense - intangible assets | 629,000 | 327,000 | 24,000 |
Amortization expense - long-term payable | 157,000 | 140,000 | 21,000 |
Asset impairments | 225,000 | 0 | |
Allowance for credit losses on receivables/bad debt on receivables | 1,742,000 | (137,000) | (484,000) |
Equity in losses of unconsolidated affiliates | 51,000 | 34,000 | |
Agent growth incentive stock compensation expense | 15,239,000 | 13,959,000 | 19,053,000 |
Stock option compensation | 6,801,000 | 5,085,000 | 4,847,000 |
Agent equity stock compensation expense | 60,968,000 | 37,768,000 | 21,254,000 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (50,193,000) | (10,626,000) | (10,037,000) |
Prepaids and other assets | (3,534,000) | (1,696,000) | (1,179,000) |
Customer deposits | 20,794,000 | 4,421,000 | 1,597,000 |
Accounts payable | 1,364,000 | 1,413,000 | 609,000 |
Accrued expenses | 30,017,000 | 11,302,000 | 10,166,000 |
Long term payable | 1,048,000 | 697,000 | |
Other operating activities | 1,000 | (1,000) | |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 119,659,000 | 55,186,000 | 24,311,000 |
INVESTING ACTIVITIES | |||
Purchases of property, plant and equipment | (6,436,000) | (5,000,000) | (2,134,000) |
Acquisition of businesses, net of cash acquired | (10,502,000) | (1,500,000) | (6,725,000) |
Intangible assets acquired | (140,000) | ||
Other investing activities | (25,000) | (50,000) | |
NET CASH USED IN INVESTING ACTIVITIES | (16,963,000) | (6,690,000) | (8,859,000) |
FINANCING ACTIVITIES | |||
Repurchase of common stock | (29,371,000) | (27,056,000) | |
Proceeds from exercise of options | 6,946,000 | 2,298,000 | 2,015,000 |
Transactions with noncontrolling interests | 532,000 | 189,000 | |
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | (21,893,000) | (24,569,000) | 2,015,000 |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | 47,000 | 106,000 | (21,000) |
Net change in cash, cash equivalents and restricted cash | 80,850,000 | 24,033,000 | 17,446,000 |
Cash, cash equivalents and restricted cash, beginning balance | 47,074,000 | 23,041,000 | 5,595,000 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE | 127,924,000 | 47,074,000 | 23,041,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: | |||
Cash paid for income taxes | 754,000 | 130,000 | 73,000 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Retirement of treasury stock | 18,433,000 | ||
Lease liabilities arising from obtaining right-of-use assets | 138,000 | 1,524,000 | |
Intangible assets in accounts payable | 70,000 | ||
Termination of lease liabilities | 204,000 | ||
Liabilities incurred associated with business acquisition | 1,500,000 | 4,108,000 | |
Property, plant and equipment purchases in accounts payable | 117,000 | $ 93,000 | 87,000 |
Liabilities assumed in business acquisition | $ 140,000 | ||
Common stock issued for business acquisition | $ 1,000,000 |
DESCRIPTION OF BUSINESS AND BAS
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 12 Months Ended |
Dec. 31, 2020 | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION eXp World Holdings, Inc. (collectively with its subsidiaries, the “Company” or “eXp”) was incorporated in the State of Delaware on July 30, 2008. Through various operating subsidiaries, the Company primarily operates a cloud-based real estate brokerage operating throughout the United States, and most of the Canadian provinces. During the previous five fiscal quarters, the Company began operations in the United Kingdom (U.K.), Australia, South Africa, Portugal, France, India, and Mexico. The Company focuses on a number of cloud-based technologies in order to grow an international brokerage without the burden of physical bricks and mortar or redundant staffing costs. The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles and are expressed in U.S. dollars. The Company’s fiscal year end is December 31. Common stock split On January 19, 2021, the Company declared a two -for-one stock split of the Company’s common stock effected in the form of a stock dividend (the “Stock Split”) on each share of the Company’s outstanding Common Stock. The stock dividend was issued on February 12, 2021 to holders of record of the Company’s Common Stock at the close of business on January 29, 2021. All share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Stock Split. Impact of the Stock Split The impacts of the Stock Split were applied retroactively for all periods presented in accordance with applicable guidance. Therefore, prior period amounts are different from those previously reported. Certain amounts within the following tables may not foot due to rounding. The following table illustrates changes in earnings (loss) per share and weighted average shares outstanding as previously reported prior to, and as adjusted subsequent to, the impact of the Stock Split retroactively adjusted for the years ended December 31, 2019 and 2018: Year ended December 31, 2019 2018 As Previously Reported Impact of Stock Split Revised As Previously Reported Impact of Stock Split Revised Weighted average shares outstanding Basic 62,585,555 63,670,852 126,256,407 57,689,920 57,689,920 115,379,840 Diluted 62,585,555 63,670,852 126,256,407 57,689,920 57,689,920 115,379,840 Earnings (loss) per share Basic (0.15) 0.07 (0.08) (0.39) 0.20 (0.19) Diluted (0.15) 0.07 (0.08) (0.39) 0.20 (0.19) The following table illustrates changes in equity as previously reported prior to, and as adjusted subsequent to, the impact of the Stock Split retroactively adjusted for the years ended December 31, 2019 and 2018: Year ended December 31, 2019 2018 As Previously Reported Impact of Stock Split Revised As Previously Reported Impact of Stock Split Revised Common stock: Balance, beginning of year 60,609,102 60,609,102 121,218,204 54,962,535 54,962,535 109,925,070 Retirement of common stock (1,818,273) (1,818,273) (3,636,546) - - - Shares issued for acquisition - - - 97,371 97,371 194,742 Shares issued for stock options exercised 2,261,122 2,261,122 4,522,244 2,594,050 2,629,524 5,223,574 Agent growth incentive stock compensation 1,345,754 1,345,754 2,691,508 1,270,545 1,271,379 2,541,924 Agent equity stock compensation 3,801,603 3,801,603 7,603,206 1,684,601 1,648,293 3,332,894 Balance, end of year 66,199,308 66,199,308 132,398,616 60,609,102 60,609,102 121,218,204 Common stock, par value (1) $ 1 $ - $ 1 $ 1 $ - $ 1 (1) The par value of common stock changed by less than one thousand dollars and shows no impact due to rounding. Stock awards under the Company’s equity incentive program for agents, where the performance metric had been achieved, were adjusted retroactively to give effect to the Stock Split retroactively adjusted for the following periods: Shares Weighted Average Grant Date Fair Value As Previously Reported Impact of Stock Split Revised As Previously Reported Impact of Stock Split Revised Balance, December 31, 2018 3,872,877 3,872,877 7,745,754 $ 11.63 ($ 5.82) $ 5.82 Granted 1,687,457 1,687,457 3,374,914 9.23 (4.62) 4.62 Vested and issued (1,494,633) (1,494,633) (2,989,266) 11.21 (5.60) 5.61 Forfeited (677,592) (677,592) (1,355,184) 3.39 (1.70) 1.70 Balance, December 31, 2019 3,388,109 3,388,109 6,776,218 $ 11.04 ($ 5.52) $ 5.52 The Company’s stock options were adjusted retroactively to give effect to the Stock Split for the following periods: Options Weighted Average Exercise Price As Previously Reported Impact of Stock Split Revised As Previously Reported Impact of Stock Split Revised Balance, December 31, 2018 8,697,613 8,697,613 17,395,226 $ 2.08 ($ 1.04) $ 1.04 Granted 776,746 776,746 1,553,492 9.44 (4.72) 4.72 Exercised (2,261,122) (2,261,122) (4,522,244) 1.02 (0.51) 0.51 Forfeited (437,881) (437,881) (875,762) 7.94 (3.97) 3.97 Balance, December 31, 2019 6,775,356 6,775,356 13,550,712 $ 2.90 ($ 1.45) $ 1.45 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation The accompanying consolidated financial statements include the accounts of eXp World Holdings, Inc., its wholly-owned subsidiaries, and including those entities in which we have a variable interest of which we are the primary beneficiary. If the Company has a variable interest in an entity but it is not the primary beneficiary of the entity or exercises control over the operations and has less than 50% ownership, it will use the equity method or the cost method of accounting for investments. Entities in which the Company has less than a 20% investment and where the Company does not exercise significant influence are accounted for under the cost method. Intercompany transactions and balances are eliminated upon consolidation. Variable interest entities and noncontrolling interests A company is deemed to be the primary beneficiary of a VIE and must consolidate the entity if the company has both: (i) and (ii) In 2019, the Company made capital contributions in consideration for an ownership interest in First Cloud Investment Group, LLC (“First Cloud”), a Nevada limited liability company providing mortgage origination for end-consumers, with the remaining ownership interests held by certain independent agents and brokers. Under the terms of the operating agreement, the Company maintains at least a 50% equity ownership interest in First Cloud. The Company determined that First Cloud is a VIE, as the Company is the primary beneficiary that has both the power to direct the activities that most significantly impact the VIE and a variable interest that potentially could be significant to the VIE. The Company treats the interest in First Cloud that it does not own as a noncontrolling interest. The noncontrolling interest balance is adjusted each period to reflect the allocation of net income (loss) and other comprehensive income (loss) attributable to the noncontrolling interest, as shown in the consolidated statements of comprehensive income (loss). The noncontrolling interest balance in the consolidated balance sheets represents the proportional share of the equity of the joint venture entity, which is attributable to the noncontrolling shareholders. As of December 31, 2020, First Cloud’s operations are not material to the Company’s financial position or results of operations. Joint ventures A joint venture is a contractual arrangement whereby the Company and other parties undertake an economic activity through a jointly controlled entity. Joint control exists when strategic, financial, and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control. Joint ventures are accounted for using the equity method and are recognized initially at cost. The Company has investments in a joint venture, Silverline Title & Escrow, LLC (“Silverline”), which operates and manages a title agency that performs, among other functions, core title agent services (for which liabilities arises), including the evaluation of searches to determine the insurability of title, the clearance of underwriting objections, the actual issuance of policies on behalf of insurance companies, and, where customary, the issuance of title commitments and the conducting of title searchers. The Company owns a 50% ownership interest in Silverline with the remaining ownership interest held by a third-party investment company. The Company recognizes its share of income and expenses and equity movement in the venture in proportion to its percentage of ownership. As of December 31, 2020, Silverline’s operations are not material to the Company’s financial position or results of operations. Use of estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for credit losses, legal contingencies, income taxes, revenue recognition, stock-based compensation, goodwill, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Reclassifications The Company has reclassified certain amounts in prior-period financial statements to conform to the current period’s presentation. These reclassifications had no impact on net income (loss) or total stockholders’ equity. Cash and cash equivalents Cash and cash equivalents include cash on hand, money market instruments, and all other highly liquid investments purchased with an original or remaining maturity of three months or less at the date of acquisition. Restricted cash Restricted cash consists of cash held in escrow by the Company’s brokers and agents on behalf of real estate buyers. The Company recognizes a corresponding customer deposit liability until the funds are released. Once the cash is transferred from escrow, the Company reduces the respective customers’ deposit liability. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheet that sum to the total of the same such amounts shown on the statement of cash flows. December 31, 2019 December 31, 2018 Cash and cash equivalents $ 40,087 $ 20,538 Restricted cash 6,987 2,503 Total cash, cash equivalents, and restricted cash, beginning balance $ 47,074 $ 23,041 December 31, 2020 December 31, 2019 Cash and cash equivalents $ 100,143 $ 40,087 Restricted cash 27,781 6,987 Total cash, cash equivalents, and restricted cash, ending balance $ 127,924 $ 47,074 Fair value measurements The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: Input Level Definitions Level 1 Inputs are quoted market prices in active markets for identical assets or liabilities (these are observable market inputs). Level 2 Inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability (includes quoted market prices for similar assets or identical or similar assets in markets in which there are few transactions, prices that are not current or prices that vary substantially). Level 3 Inputs are unobservable inputs that reflect the entity's own assumptions in pricing the asset or liability (used when little or no market data is available). The Company holds funds in a money market account. The Company values its money market funds at fair value on a recurring basis. Accounts receivable and allowance for expected credit losses The majority of the Company’s accounts receivable consists of commissions receivable on real estate property settlements, which are in-substance guaranteed because they represent commission payments on closed transactions. The remaining accounts receivable is derived from non-commission based technology fees and short-term advances to agents and brokers. These accounts receivable are typically unsecured. The allowance for expected credit losses is our estimate based on historical experience. The Company periodically performs detailed reviews to assess the adequacy of the allowance. The Company exercises significant judgment in estimating the timing, frequency and severity of losses. The Company uses the aging schedule method to estimate current expected credit losses (“CECL”) based on days of delinquency, including information about past events and current economic conditions. The Company’s accounts receivable is separated into the three categories above to evaluate allowance under the CECL impairment model. The receivables in each category share similar risk characteristics. The Company analyzes uncollectable accounts for the three categories of receivables. Based on historical information and future expectations, only agent non-commission based fees receivables and agent short-term advances carry any risk of expected credit losses. Current economic conditions and forecasts of future economic conditions do not affect expected credit losses on uncollectable real estate property settlements. The collection of these payments is in-substance guaranteed because they represent commission payments on closed transactions, and the Company has no historical experience or expectation of losses related to these receivables. The Company increases the allowance for expected credits losses when the Company determines all or a portion of a receivable is uncollectable. The Company recognizes recoveries as a decrease to the allowance for expected credit losses. As of December 31, 2020 and 2019, receivables from real estate property settlements totaled $73,838 and $24,924, respectively. As of December 31, 2020, agent non-commission based fees receivable and short-term advances totaled $4,992, of which the Company recognized expected credit losses of $1,879. As of December 31, 2019, agent non-commission based fees receivable and short-term advances totaled $3,409, of which the Company recognized allowance for doubtful accounts of $137. Foreign currency translation The Company’s functional and reporting currency is the United States dollar and the functional currency of the Company’s foreign subsidiaries is the local currency of their country of domicile. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the consolidated statements of operations in other (income) expense, net. The Company does not employ a hedging strategy to manage the impact of foreign currency fluctuations. Fixed assets Fixed assets are stated at historical cost and are depreciated on the straight-line method over the estimated useful lives. Useful lives are: Computer hardware and software: Furniture, fixtures and equipment: Maintenance and repairs are expensed as incurred. Expenditures that substantially increase an asset’s useful life or improve an asset’s functionality are capitalized. The Company capitalizes the costs associated with developing its internal-use cloud-based residential real-estate transaction system. Capitalized costs are primarily related to costs incurred in relation to internally created software during the application development stage including costs for upgrades and enhancements that result in additional functionality. Leases Leases are agreements, or terms within agreements, that convey the right to control the use of and receive substantially all of the economic benefit from an identified asset for a period of time in exchange for consideration. The Company currently only possesses office space leases . Right-of-use assets The Company recognizes right-of-use (“ROU”) assets at the commencement date of the lease. ROU assets are measured at cost, less accumulated depreciation and impairment losses, and are adjusted concurrent with the remeasurement of corresponding lease liabilities resulting from a change in future lease payments or a change in the assessment of whether any purchase, extension, or termination options will be exercised. The cost of ROU assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received, if any. Unless the Company is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the ROU assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Lease liabilities At the commencement date of a lease, the Company recognizes a lease liability measured at the present value of the lease payments to be made over the lease term. Variable lease payments are recognized as expense in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the implicit interest rate in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced by the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, or a change in the assessment to purchase the underlying asset. Short-term leases and leases of low-value assets The Company applies the short-term lease recognition exemption to leases that have a lease term of 12 months or less from the commencement date and which do not contain a purchase option. The Company does not capitalize leases with a present value of below its minimum capitalization threshold as it would not materially affect the Company’s financial position or results of operations. Lease payments on short-term leases and low-value leases are recognized as expense on a straight-line basis over the lease term. Refer to Note 10 – Leases for more information. Goodwill Goodwill represents the excess of the consideration paid over the estimated fair value of assets acquired and liabilities assumed in a business combination. The Company evaluates goodwill for impairment on an annual basis in the fiscal fourth quarter or on an interim basis if an event occurs or circumstances change that would more likely than not indicate that the fair value of the goodwill is below its carrying value. Generally, this evaluation begins with a qualitative assessment to determine if the fair value of the reporting unit is more likely than not less than its carrying value. The test for impairment requires management to make judgments relating to future cash flows, growth rates and economic and market conditions. In addition to the annual impairment evaluation, the Company evaluates at least quarterly whether events or circumstances have occurred in the period subsequent to the annual impairment testing which indicate that it is more likely than not an impairment loss has occurred. The Company did not recognize an impairment for either of the years ended December 31, 2020 and 2019. Intangible assets The Company’s intangible assets are finite lived and consist primarily of trade name, technology and customer relationships. Each intangible asset is amortized on a straight-line basis over its useful life, ranging from three The Company recognized an impairment of $225 for the year ended December 31, 2020. No impairment was recognized for the year ended December 31, 2019. Software development costs The Company capitalizes software development costs related to products to be sold, leased, or marketed to external users and internal-use software. Business combinations The Company accounts for business combinations using the acquisition method of accounting, under which the consideration for the acquisition is allocated to the assets acquired and liabilities assumed. The Company recognizes identifiable assets acquired and liabilities assumed at the acquisition date fair values as determined by management as of the acquisition date. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates and market factors. Estimating the fair value of individual reporting units requires the Company to make assumptions and estimates regarding significant changes or planned changes in the use of the assets, as well as industry and economic conditions. These assumptions and estimates include projected revenues and income growth rates, terminal growth rates, competitive and consumer trends, market-based discount rates, and other market factors. If current expectations of future growth rates are not met or market factors outside of the Company’s control change significantly, then goodwill or intangible assets may become impaired. Additionally, as goodwill and intangible assets associated with recently acquired businesses are recorded on the balance sheet at their estimated acquisition date fair values, those amounts are more susceptible to impairment risk if business operating results or macroeconomic conditions deteriorate. Acquisition-related costs, such as due diligence, legal and accounting fees, are expensed as incurred and not considered in determining the fair value of the acquired assets. Impairment of long-lived assets The Company periodically evaluates the carrying value of long-lived assets to be held and used when events and circumstances warrant such a review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is less than its carrying value. When assets are considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Stock-based compensation Our stock-based compensation is comprised of agent growth incentive programs, agent equity program, and stock option awards. Stock-based compensation is more fully disclosed in Note 11 – Stockholders’ Equity. The Company accounts for stock-based compensation granted to employees and non-employees using a fair value method. Stock-based compensation awards are measured at the grant date fair value and are recognized over the requisite service period of the awards, usually the vesting period, on a straight-line basis, net of forfeitures. The Company reduces stock-based compensation for forfeitures when they occur. Recognition of compensation cost for an award with a performance condition is based on the probable outcome of that performance condition being met. Revenue recognition The Company generates substantially all of its revenue from real estate brokerage services and generates a de minimis portion of its revenues from software subscription and professional services. The Company estimates revenue in instances where there is sufficient evidence that a real estate transaction has closed but all of the necessary documentation has not been received. The recognition of any estimated revenue is verified through the passage of time. As such, the Company does not have contracts with customers that provide variable consideration. Real Estate Brokerage Services The Company serves as a licensed broker in the areas in which it operates for the purpose of processing residential real estate transactions. The Company is contractually obligated to provide services for the fulfillment of transfers of residential real estate between buyers and sellers. The Company provides these services itself and controls the services necessary to legally transfer the residential real estate. Correspondingly, the Company is defined as the principal. The Company, as principal, satisfies its obligation upon the closing of a residential real estate transaction. As principal, and upon satisfaction of the performance obligation, the Company recognizes revenue in the gross amount of consideration to which the Company expects to be entitled. Revenue is derived from assisting home buyers and sellers in listing, marketing, selling, and finding residential real estate. Commissions earned on real estate transactions are recognized at the completion of a residential real estate transaction once the Company has satisfied the performance obligation. Agent related fees are currently recorded as a reduction to commissions and other agent related costs. Software Subscription and Professional Services Subscription revenue is derived from fees from customers to access the Company’s virtual reality software platform. The terms of subscriptions do not provide customers the right to take possession of the software. Subscription revenue is generally recognized ratably over the contract term. Professional services revenue is derived from implementation and consulting services. Professional services revenue is typically recognized over time as the services are rendered, using an efforts-expended (labor hours) input method. The Company does not currently collect sales and use taxes on fees from agents and brokers and assumes responsibility to pay these costs to the appropriate taxing authorities. Disaggregated revenue The Company primarily operates as a real estate brokerage firm. The vast majority of the Company’s revenue is derived from providing a single service, real estate brokerage services, to purchasers and sellers of homes in the U.S. See Note 15 – Segment information for details regarding segment and geographic information. Management believes that no disaggregation of revenue from services to customers currently exists that would provide additional insight into the future recognition of revenue and cash flows. Revenue share expenses The Company has a revenue sharing plan where its agents and brokers can receive additional commission income from real estate transactions consummated by agents and brokers they have attracted to the Company. Agents and brokers are eligible for revenue share based on the number of frontline qualifying active (“FLQA”) agents they have attracted to the Company. An FLQA agent is an agent or broker that an agent has personally attracted to the Company who has met specific real estate transaction volume requirements. These additional commissions are earned on a multitiered basis by FLQA agents and brokers for real estate transactions within their downstream brokerage network. Commissions to agents and brokers under the revenue sharing plan are included as part of commissions and other agent-related costs in the consolidated statements of comprehensive income (loss). Advertising and marketing costs Advertising and marketing costs are generally expensed in the period incurred. Advertising and marketing expenses are included in the sales and marketing expense line item on the accompanying consolidated statements of comprehensive income (loss). For the years ended December 31, 2020, 2019, and 2018, the Company incurred advertising and marketing expenses of $5,223, $3,799, and $2,961, respectively. Income taxes The Company records income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse. The Company recognizes the effect on deferred income taxes of a change in tax rates in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby: (i) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. For U.S. income tax returns, the open taxation years subject to examination range from 2011 to 2020. Comprehensive income (loss) The Company’s only components of comprehensive income (loss) are net income (losses) and foreign currency translation adjustments. Earnings (loss) per share Basic earnings (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock outstanding plus, if potentially dilutive common shares outstanding during the period. The Company does not pay dividends or have participating shares outstanding. Prior period results have been adjusted to reflect the effect of the Stock Split. Refer to Note 12 – Earnings (Loss) Per Share for details related to the calculations of basic and diluted earnings per share. Recently adopted accounting principles In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”). ASU 2016-13 modifies the measurement of expected credit losses of certain financial instruments, requiring entities to estimate an expected lifetime credit loss on financial assets. The ASU amends the impairment model to utilize an expected loss methodology and replaces the incurred loss methodology for financial instruments including trade receivables. The amendment requires entities to consider other factors, such as economic conditions and future economic conditions. The Company adopted ASU 2016-13 effective January 1, 2020 and concluded it did not have a material impact on either the financial position, results of operations, cash flows, or related disclosures of the Company. There was no impact on beginning balance retained earnings upon adoption of this ASU. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU 2018-15 – Intangibles – Goodwill and Other Internal-Use Software (Subtopic 350-40) – Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract Recently issued accounting pronouncements In December 2019, the FASB issued ASU 2019-12 – Income Taxes |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2020 | |
ACQUISITIONS | |
ACQUISITIONS | 3. ACQUISITIONS The following discussion relates to acquisitions completed during the year ended December 31, 2020. Neither of these business combinations were deemed material to the Company’s financial condition, results of operations, or cash flows. No business combinations were executed during the year ended December 31, 2019. Showcase Web Sites, L.L.C. On July 31, 2020 , the Company acquired the equity ownership interests in Showcase Web Sites, L.L.C. (“Showcase”) for cash consideration of $1.5 million using cash on hand and two-year promissory notes totaling $1.5 million (the “Showcase Acquisition”). Showcase is a technology company focused on agent website and consumer real estate portal technology. With this acquisition, the Company will be able to strategically focus on creating consumer home-search technology for utilization by independent agents and brokers, as well as continued services offerings to third party clients of Showcase. The following table outlines the fair value of the acquired assets and liabilities from the Showcase Acquisition: Identifiable assets acquired and goodwill Cash $ 138 Accounts receivable, net 3 Prepaid & other current assets 20 Fixed assets, net 17 Showcase tradename 277 Existing technology 135 Customer relationships 240 Goodwill 2,310 Liabilities assumed Deferred liabilities & other current liabilities 140 Total purchase price $ 3,000 Success Enterprises, LLC On December 4, 2020, the Company acquired the equity ownership interests in Success Enterprises LLC (“Success”) and its related media properties, including SUCCESS ® print magazine, SUCCESS.com, SUCCESS ® newsletters, podcasts, digital training courses and affiliated social media accounts across platforms (the “Success Acquisition”). On November 4, 2020, Sanford Enterprises, LLC (“Sanford Enterprises”), a wholly-owned entity of Mr. Glenn Sanford, Chief Executive Officer and Chairman of the Board of the Company, purchased all of the membership equity interests in Success from Success Partners Holding Co, a third party media vendor to the Company, for $8.0 million in cash. On December 4, 2020 , the Company completed the acquisition of Success from Sanford Enterprises, LLC for cash consideration of $8.0 million using cash on hand. Refer to Note 16 – Related Party Transactions. The following table outlines the fair value of the acquired assets and liabilities from the Success Acquisition: Identifiable assets acquired and goodwill Accounts receivable, net $ 165 Inventory 236 Prepaid & other current assets 36 Fixed assets, net 3 Success tradename 1,422 Content 2,720 Domains and social media 116 Customer relationships 915 Goodwill 2,387 Total purchase price $ 8,000 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2020 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | 4. FAIR VALUE MEASUREMENT The Company holds funds in a money market account, which are considered Level 1 assets. The Company values its money market funds at fair value on a recurring basis. As of December 31, 2020 and 2019, the fair value of the Company’s money market funds was $53,380 and $18,281, respectively. There have been no transfers between Level 1, Level 2, and Level 3 in the periods presented. The Company did not have any Level 2 or Level 3 financial assets or liabilities in the periods presented. |
PREPAIDS AND OTHER ASSETS
PREPAIDS AND OTHER ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
PREPAIDS AND OTHER ASSETS | |
PREPAIDS AND OTHER ASSETS | 5. PREPAIDS AND OTHER ASSETS Prepaids and other assets consisted of the following: December 31, 2020 December 31, 2019 Prepaid expenses $ 2,489 $ 1,730 Prepaid insurance 2,318 954 Rent deposits 123 73 Other assets (includes inventory) 2,420 792 Total prepaid expenses $ 7,350 $ 3,549 6. |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2020 | |
PROPERTY, PLANT AND EQUIPMENT, NET [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | 6. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consisted of the following: December 31, 2020 December 31, 2019 Computer hardware and software $ 13,828 $ 8,431 Furniture, fixture, and equipment 20 21 Total depreciable property and equipment 13,848 8,452 Less: accumulated depreciation (6,738) (3,378) Depreciable property, net 7,110 5,074 Assets under development 738 354 Property, plant, and equipment, net $ 7,848 $ 5,428 For the years ended December 31, 2020, 2019, and 2018, depreciation expense was $3,360, $2,057, and $870, respectively. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
GOODWILL AND INTANGIBLE ASSETS | |
GOODWILL AND INTANGIBLE ASSETS | 7. GOODWILL AND INTANGIBLE ASSETS Changes in the carrying amount of goodwill were: December 31, 2020 December 31, 2019 Goodwill $ 8,248 $ 8,248 Acquisitions 4,697 - Total goodwill $ 12,945 $ 8,248 Goodwill was recorded in connection with the acquisitions of Showcase in July 2020 and Success in December 2020 and represents fair value as of the acquisition dates. Each acquisition was accounted for using the acquisition method of accounting. Under the acquisition method of accounting, the Company allocated the total purchase price to the tangible and identifiable intangible assets acquired, and assumed liabilities based on their estimated fair values as of the acquisition date, as determined by management. The excess of the purchase price over the aggregate fair values of the identifiable assets was recorded as goodwill. The Company has a risk of future impairment to the extent that individual reporting unit performance does not meet projections. Additionally, if current assumptions and estimates, including projected revenues and income growth rates, terminal growth rates, competitive and consumer trends, market-based discount rates, and other market factors, are not met, or if valuation factors outside of the Company’s control change unfavorably, the estimated fair value of goodwill could be adversely affected, leading to a potential impairment in the future. No events occurred that indicated it was more likely than not that goodwill was impaired. Definite-lived intangible assets were as follows: December 31, 2020 December 31, 2019 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Trade name $ 2,868 ($ 267) $ 2,601 $ 1,169 ($ 127) $ 1,042 Existing technology 1,396 (415) 981 559 (99) 460 Non-competition agreements 125 (87) 38 125 (45) 80 Customer relationships 1,895 (170) 1,725 740 (80) 660 Software - - - 225 - 225 Licensing agreement 210 (41) 169 210 - 210 Intellectual property 2,836 - 2,836 - - - Total intangible assets $ 9,330 ($ 980) $ 8,350 $ 3,028 ($ 351) $ 2,677 For the years ended December 31, 2020, 2019, and 2018, amortization expense for definite-lived intangible assets was $629, $327, and $24, respectively. As of December 31, 2020, expected amortization related to definite-lived intangible assets will be: Expected amortization 2021 $ 1,199 2022 1,122 2023 880 2024 665 2025 and thereafter 4,484 Total $ 8,350 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2020 | |
ACCRUED EXPENSES [Abstract] | |
ACCRUED EXPENSES | 8. ACCRUED EXPENSES Accrued expenses consisted of the following: December 31, 2020 December 31, 2019 Commissions payable $ 50,484 $ 26,030 Payroll payable 6,354 1,201 Taxes payable 1,008 1,205 Stock liability awards 2,093 750 Other accrued expenses 2,811 1,848 $ 62,750 $ 31,034 9. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2020 | |
DEBT | |
DEBT | 9. DEBT The Company issued unsecured promissory notes in the aggregate principal amount of $1.5 million in connection with the Showcase Acquisition in July 2020. The promissory notes accrue interest of 8% per annum, and interest is payable monthly beginning six months after the acquisition date. The first installment payment of outstanding principal in the amount of $0.5 million is due on July 31, 2021, the first anniversary of the acquisition date, with the second installment payment for the remaining $1.0 million of outstanding principal payable on July 31, 2022, the second anniversary of the acquisition date. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2020 | |
LEASES | |
LEASES | 10. LEASES The Company adopted ASU 2016-02 – Leases Leases Targeted Improvements Leases Operating leases The Company’s lease portfolio consists of office leases with lease terms ranging from less than one year to seven years, with the weighted average lease term being three years. Certain leases provide for increases in future lease payments once the term of the lease has expired, as defined in the lease agreements. These leases generally also include real estate taxes. Information as lessee under ASC 842 The Company reassessed all of leases to determine whether any expired or existing contracts were or contained a lease under ASC 842. Expired or existing contracts previously considered leases under ASC 840 no longer meet the definition of a lease under ASC 842 and therefore, have been excluded from future lease payments. The Company still maintains these agreements, along with other short-term leases that are not capitalized, and the expenses are recognized in the period incurred. As of December 31, 2020, maturities of the operating lease liabilities by fiscal year were as follows: Year Ending December 31, 2021 $ 371 2022 320 2023 165 2024 5 2025 5 2026 and thereafter 1 Total lease payments 867 Less: interest (47) Total operating lease liabilities $ 820 Included below is other information regarding leases for the year ended December 31, 2020. Year Ended December 31, 2020 2019 Other information Operating lease expense $ 276 $ 249 Short-term lease expense 16 27 Cash paid for operating leases 274 249 Weighted-average remaining lease term (years) – operating leases (1) 3.8 3 Weighted-average discount rate – operating leases 4.481% 4.850% (1) The Company’s lease terms include options to extend the lease when it is reasonably certain the Company will exercise its option. Additionally, the Company considered any historical and economic factors in determining if a lease renewal or termination option would be exercised. Rent expense is recorded in general and administrative expense in the consolidated statements of comprehensive income (loss). |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
STOCKHOLDERS' EQUITY | |
STOCKHOLDERS' EQUITY | 11. STOCKHOLDERS’ EQUITY The following table represents a reconciliation of the Company’s common stock for the periods presented, adjusted to give effect to the Stock Split: Year Ended December 31, 2020 2019 2018 Common stock: Balance, beginning of year 132,398,616 121,218,204 109,925,070 Retirement of common stock - (3,636,546) - Shares issued for acquisition - - 194,742 Shares issued for stock options exercised 6,538,628 4,522,244 5,223,574 Agent growth incentive stock compensation 1,978,072 2,691,508 2,541,924 Agent equity stock compensation 5,762,470 7,603,206 3,332,894 Balance, end of year 146,677,786 132,398,616 121,218,204 The Company’s shareholder approved equity plans described below are administered under the 2013 Stock Option Plan and the 2015 Equity Incentive Plan. Although a limited number of awards under the plan remain outstanding, no awards have been granted under the 2013 Stock Option Plan since 2015. The purpose of the equity plans is to retain the services of valued employees, directors, officers, agents, and consultants and to incentivize such persons to make contributions to the Company and motivate excellent performance. Agent Equity Program The Company provides agents and brokers the opportunity to elect to receive 5% of commissions earned from each completed residential real estate transaction in the form of common stock (the “Agent Equity Program” or “AEP”). If agents and brokers elect to receive portions of their commissions in common stock, they are entitled to receive the equivalent number of shares of common stock, based on the fixed monetary value of the commission payable. Prior to January 1, 2020, the Company recognized a 20% discount on these issuances as an additional cost of sales charge during the periods presented. Effective in January 2020, the Company amended the AEP and adjusted the discount on issued shares from 20% to 10%. For the years ended December 31, 2020, 2019, and 2018, the Company issued 5,762,470, 7,603,206, and 3,332,894 shares of common stock, respectively, to agents and brokers for $60,968, $37,768, and $21,254, respectively, net of discount. Agent Growth Incentive Program The Company administers an equity incentive program whereby agents and brokers become eligible to receive awards of the Company’s common stock through agent attraction and performance benchmarks (the “Agent Growth Incentive Program” or “AGIP”). The incentive program encourages greater performance and awards agents with common stock based on achievement of performance milestones. Awards typically vest after performance benchmarks are reached and three years of subsequent service is provided to the Company. Share-based performance awards are based on a fixed-dollar amount of shares based on the achievement of performance metrics. As such, the awards are classified as liabilities until the number of share awards becomes fixed once the performance metric is achieved. For the years ended December 31, 2020, 2019, and 2018, the Company’s stock compensation attributable to the AGIP was $15,239, $13,959, and $19,053, respectively. The total amount of stock compensation attributable to liability classified awards was $3,246 and $901 for the years ended December 31, 2020 and 2019, respectively, and none during 2018. Stock compensation expense related to the AGIP is included in general and administrative expense in the consolidated statements of comprehensive income (loss). The following table illustrates changes in the Company’s stock compensation liability for the periods presented: Amount Balance, December 31, 2018 $ - Stock grant liability increase year to date 901 Stock grants reclassified from liability to equity year to date (624) Balance, December 31, 2019 277 Stock grant liability increase year to date 3,246 Stock grants reclassified from liability to equity year to date (1,430) Balance, December 31, 2020 $ 2,093 As of December 31, 2020, the Company had 6,550,390 unvested common stock awards, adjusted to give effect to the Stock Split and unrecognized compensation costs totaling $25,586 attributable to stock awards where the performance metric has been achieved and the number of shares awarded are fixed. The cost is expected to be recognized over a weighted average period of 2.16 years. The following table illustrates the Company’s stock activity for the Agent Growth Incentive Program for stock awards where the performance metric has been achieved for the following periods, adjusted to give effect to the Stock Split: Weighted Average Grant Date Shares Fair Value Balance, December 31, 2018 7,745,754 $ 5.82 Granted 3,374,914 4.62 Vested and issued (2,989,266) 5.61 Forfeited (1,355,184) 1.70 Balance, December 31, 2019 6,776,218 $ 5.52 Granted 2,777,894 9.11 Vested and issued (1,980,870) 6.42 Forfeited (1,022,852) 5.66 Balance, December 31, 2020 6,550,390 $ 6.75 Stock Option Awards Stock options are granted to directors, officers, certain employees, and consultants with an exercise price equal to the fair market value of common stock on the grant date, and the stock options expire 10 years from the date of grant. These options have time-based restrictions with equal and quarterly graded vesting over a three-year period. The fair value of the options issued was calculated using a Black-Scholes-Merton option-pricing model with the following assumptions: Year Ended December 31, 2020 2019 2018 Expected term 5 - 6 years 5 - 6.25 years 6.25 - 10 years Expected volatility 69.01% - 116.16% 91.0% - 127.9% 129.2% - 153.7% Risk-free interest rate 0.21% - 1.58% 1.5% - 2.7% 2.9% Dividend yield -% -% -% The following table illustrates the Company’s stock option activity for the following periods, adjusted to give effect to the Stock Split: Weighted Average Weighted Remaining Average Contractual Term Options Exercise Price Intrinsic Value (Years) Balance, December 31, 2018 17,395,226 $ 1.04 $ 5.00 6.07 Granted 1,553,492 4.72 0.64 9.52 Exercised (4,522,244) 0.51 8.56 - Forfeited (875,762) 3.97 2.45 - Balance, December 31, 2019 13,550,712 $ 1.45 $ 8.43 5.59 Granted 3,441,772 10.85 0.05 9.55 Exercised (6,538,628) 1.06 17.91 - Forfeited (602,798) 4.30 19.29 - Balance, December 31, 2020 9,851,058 $ 4.82 $ 53.49 5.95 Exercisable at December 31, 2020 5,495,394 $ 1.27 $ 60.57 3.41 Vested at December 31, 2020 5,495,394 $ 1.27 $ 60.57 5.87 Range of stock option exercise prices at December 31, 2020: 5,750,462 $ 1.02 3,545,116 $ 8.13 555,480 $ 22.93 The grant date fair value of options to purchase common stock is recorded as stock-based compensation over the vesting period. As of December 31, 2020, unrecognized compensation cost associated with the Company’s outstanding stock options was $25,736, which is expected to be recognized over a weighted-average period of approximately 1.23 years. Stock Repurchase Plan In December 2018, the Company’s board of directors (“the Board”) approved a stock repurchase program authorizing the Company to purchase up to $25.0 million of its common stock, which was later amended in November 2019 and again in June 2020 increasing the authorized repurchase amount to $75.0 million. In December 2020, the Board approved another amendment to the repurchase plan, increasing the total amount authorized to be purchased from $75.0 million to $400.0 million. Purchases under the repurchase program may be made in the open market or through a 10b5-1 plan and are expected to comply with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The timing and number of shares repurchased depends upon market conditions. The repurchase program does not require the Company to acquire a specific number of shares. The cost of the shares that are repurchased is funded from cash and cash equivalents on hand. In December 2019, the Board approved the retirement of the Company’s common stock related to repurchases made during 2019. On December 31, 2019, the Company retired 1,818,273 shares of common stock available in treasury valued at $18,433. For accounting purposes, common stock repurchased under the stock repurchase programs is recorded based upon the settlement date of the applicable trade. Such repurchased shares are held in treasury and are presented using the cost method. These shares are considered issued but not outstanding. The following table shows the changes in treasury stock for the periods presented: Year Ended December 31, 2020 2019 2018 Treasury stock: Balance, beginning of year 925,364 - - Repurchases of common stock 1,609,130 2,743,637 - Retirement of treasury stock - (1,818,273) - Balance, end of year 2,534,494 925,364 - |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2020 | |
EARNINGS (LOSS) PER SHARE [Abstract] | |
EARNINGS (LOSS) PER SHARE | 12. EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed based on net income (loss) attributable to eXp shareholders divided by the basic weighted-average shares outstanding during the period. Dilutive earnings per share is computed consistently with the basic computation while giving effect to all dilutive potential common shares and common share equivalents that were outstanding during the period. The Company uses the treasury stock method to reflect the potential dilutive effect of unvested stock awards and unexercised options. The Company uses the if-converted method to reflect the potential dilutive effect of a $1.0 million payment obligation relating to the November 2018 acquisition of Virbela, LLC, that may be paid in cash or common stock in November 2021. The following table sets forth the calculation of basic and diluted earnings per share attributable to common stock during the periods presented, adjusted to give effect to the Stock Split: Year Ended December 31, 2020 2019 2018 Numerator: Net income (loss) attributable to common stock $ 31,131 ($ 9,528) ($ 22,430) Denominator: Weighted average shares - basic 138,572,358 126,256,407 115,379,840 Dilutive effect of common stock equivalents 12,977,717 - - Weighted average shares - diluted 151,550,075 126,256,407 115,379,840 Earnings (loss) per share: Earnings (loss) per share attributable to common stock- basic $ 0.22 ($ 0.08) ($ 0.19) Earnings (loss) per share attributable to common stock- diluted 0.21 (0.08) (0.19) For the years ended December 31, 2020, 2019, and 2018, total outstanding shares of common stock excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive were 283,842 , nil , and nil , respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
INCOME TAXES | 13. INCOME TAXES The following table provides the components of income (loss) before provision for income taxes by domestic and foreign subsidiaries: Year Ended December 31, 2020 2019 2018 Domestic $ 31,356 ($ 9,442) ($ 22,448) Foreign 47 382 96 Total $ 31,403 ($ 9,060) ($ 22,352) The components of the provision for (benefit from) income tax expense are as follows: Year Ended December 31, 2020 2019 2018 Current: Federal $ - $ - $ - State 275 320 77 Foreign 466 262 1 Total current income tax provision 741 582 78 Deferred Federal 23 17 - State 24 15 - Foreign (375) (117) - Total deferred income tax benefit (328) (85) - Total provision (benefit) for income taxes $ 413 $ 497 $ 78 The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows: Year Ended December 31, 2020 2019 2018 Statutory tax rate 21.00% 21.00% 21.00% State taxes 6.52% 0.35% 4.02% Permanent differences (0.09)% (2.54)% (0.57)% Unrecognized tax benefit (0.19)% (0.67)% -% Share-based compensation (42.09)% 11.51% (10.46)% Sec. 162m compensation limitation 4.03% (1.31)% -% Foreign tax rate differential 0.01% (1.68)% (0.10)% Valuation allowance 8.99% (140.59)% (15.43)% Prior year true up items 3.07% 109.08% -% Other net 0.08% (0.65)% 1.19% Total 1.33% (5.50)% (0.35)% Deferred tax assets and liabilities consist of the following for the periods presented: December 31, 2020 December 31, 2019 Deferred tax assets: Net operating loss carryforward $ 17,628 $ 12,789 Accruals and reserves 883 436 Lease liability 219 311 Share-based compensation 5,575 6,456 Total gross deferred tax assets 24,305 19,992 Deferred tax liabilities: Property and equipment (1,139) (145) Intangibles/Goodwill (383) (180) Right of use lease asset (214) (311) Valuation allowance (22,116) (19,271) Net deferred tax assets $ 453 $ 85 The Company accounts for deferred taxes under ASC Topic 740 – Income Taxes As of December 31, 2020, the Company had federal, state, and foreign net operating losses of approximately $70.2 million, $33.1 million, and $2.2 million, respectively. Out of the federal net operating loss, approximately $8.7 million will carry forward 20 years and can offset 100% of future taxable income; and $61.5 million carries forward indefinitely and can offset 80% of taxable income. As of December 31, 2019, the Company conducted an IRC Section 382 analysis with respect to its net operating loss carryforward and determined there was an immaterial limitation. Undistributed earnings of the Company’s foreign subsidiaries are considered to be indefinitely reinvested and accordingly, no provision for applicable income taxes has been provided thereon. Upon distribution of those earnings, the Company would be subject to withholding taxes payable to various foreign countries. As of December 31, 2020 and 2019, the undistributed earnings of the Company’s foreign subsidiaries were immaterial. The Company maintains liabilities for uncertain tax positions. These liabilities involve considerable judgment and estimation and are continuously monitored by management based on the best information available, including changes in tax regulations, the outcome of relevant court cases, and other information. A reconciliation of the beginning and ending amount of gross unrecognized benefits is as follows: Year Ended December 31, 2020 2019 2018 Unrecognized tax benefits - beginning of year $ 54 $ - $ - Gross increase for tax positions of prior years - 54 - Gross decrease for federal tax rate change for tax positions of prior years - - - Gross increase for tax positions of current year - - - Settlements (54) - - Lapse of statute of limitations - - - Unrecognized tax benefits - end of year $ - $ 54 $ - The unrecognized tax benefits relate primarily to state taxes. As of December 31, 2020 and 2019, the total amount of unrecognized tax benefits, inclusive of interest, that would affect the Company effective tax rate, if recognized, was nil and $61, respectively. The Company's policy is to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2020 and 2019, the Company accrued interest or penalties related to uncertain tax positions in the amount of nil and $7, respectively. The Company currently has no federal or state tax examinations in progress nor has it had any federal or state tax examinations since its inception. Because the Company has net operating loss carryforwards, there are open statues of limitations in which federal, state and foreign taxing authorities may examine the Company's tax returns for all years from December 31, 2011 through the current period. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES From time to time, the Company is subject to potential liability under laws and government regulations and various claims and legal actions that may be asserted against us that could have a material adverse effect on the business, reputation, results of operations or financial condition. Such litigation may include, but is not limited to, actions or claims relating to sensitive data, including proprietary business information and intellectual property and that of clients and personally identifiable information of employees and contractors, cyber-attacks, data breaches and non-compliance with contractual or other legal obligations. There are no matters pending or, to the Company’s knowledge, threatened that are expected to have a material adverse impact on the business, reputation, results of operations, or financial condition. There are no proceedings in which any of the Company’s directors, officers or affiliates, or any registered or beneficial stockholder is an adverse party or has a material interest adverse to the Company’s interest. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2020 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | 15. SEGMENT INFORMATION Historically, management has not made operating decisions and assessed performance based on geographic locations. Rather, the chief operating decision maker makes operating decisions and assesses performance based on the products and services of the identified operating segments. While management does consider real estate and brokerage services, the acquired technology and affiliated services provided to be identified operating segments, the profits and losses and assets of the acquired technology and affiliated series are not material. Operating Segments The Company primarily operates as a cloud-based real estate brokerage. The real estate brokerage business represented 99.6% and 99.9% of the total revenue of the Company for the years ended December 31, 2020 and 2019, respectively. The real estate brokerage business represents 98.9% and 95.8% of the total assets of the Company as of December 31, 2020 and 2019, respectively. The Company offers software subscriptions to customers to access its virtual reality software platform. Additionally, the Company offers professional services for implementation and consulting services. However, the operations and assets of the technology segment are not managed by the Company’s chief operating decision-maker as a separate reportable segment. Services provided through First Cloud and eXp Silverline are in the emerging stages of development as contributing segments and are not material to the Company’s total revenue, total net income (loss) or total assets as of December 31, 2020. In 2020, the Company completed the Showcase and the Success acquisition. These are considered technology and affiliated services to the business, respectively, and are not material to the Company’s total revenue, total net income (loss), or total assets for the year ended and as of December 31, 2020. The Company aggregates the identified operating segments for reporting purposes and has one reportable segment. Geographical Information The Company primarily operates within the real estate brokerage markets in the United States and Canada. During the previous two years, the Company expanded operations into the U.K., Australia, South Africa, France, India, Portugal, and Mexico. The Company’s management analyzes geographical locations on a forward-looking basis to identify growth opportunities. For the years ended December 31, 2020 and 2019, approximately 5% and 2%, respectively, of the Company’s total revenue was generated outside of the U.S. Assets held outside of the U.S. were 7% and 2% as of December 31, 2020 and 2019. The Company’s technology services and affiliated services are currently provided primarily in the U.S. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 16. RELATED PARTY TRANSACTIONS On November 4, 2020, Sanford Enterprises , a wholly-owned entity of Mr. Glenn Sanford, Chief Executive Officer and Chairman of the Board of the Company, |
DEFINED CONTRIBUTION SAVINGS PL
DEFINED CONTRIBUTION SAVINGS PLAN | 12 Months Ended |
Dec. 31, 2020 | |
DEFINED CONTRIBUTION SAVINGS PLAN | |
DEFINED CONTRIBUTION SAVINGS PLAN | 17. DEFINED CONTRIBUTION SAVINGS PLAN During 2018, the Company established a defined contribution savings plan to provide eligible employees with a retirement benefit that permits eligible employees the opportunity to actively participate in the process of building a personal retirement fund. The Company sponsors the defined contribution savings plan. In 2019, the Company began matching a portion of contributions made by participating employees. For the years ended December 31, 2020 and 2019, the Company's costs for contributions to this plan were $1,189 and $654, respectively. The Company did not make any plan contributions during the year ended December 31, 2018. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS On March 2, 2021, the Company repaid all outstanding promissory notes issued to the previous owners of Showcase and notes payable assumed as part of the Showcase Acquisition. The repayments totaling approximately $1.7 million represented the principal balance plus accrued interest and unpaid fees. The repayments of the notes payable did not result in a gain or loss on early extinguishment. |
SELECTED QUARTERLY DATA (UNAUDI
SELECTED QUARTERLY DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2020 | |
SELECTED QUARTERLY DATA (UNAUDITED) | |
SELECTED QUARTERLY DATA (UNAUDITED) | 19. SELECTED QUARTERLY DATA (UNAUDITED) Provided below is selected unaudited quarterly financial data for 2020 and 2019, including earnings per share, adjusted to give effect to the Stock Split. 2020 Q1 Q2 Q3 Q4 Revenue $ 271,421 $ 353,525 $ 564,017 $ 609,322 Commissions and other agent-related costs 243,406 319,164 517,169 558,935 Net income 141 8,235 14,918 7,696 Earnings (loss) per share Basic $ 0.00 $ 0.06 $ 0.10 $ 0.05 Diluted $ 0.00 $ 0.06 $ 0.10 $ 0.05 Weighted average shares outstanding Basic 133,241,235 137,267,291 140,754,887 143,026,018 Diluted 144,647,818 147,078,181 153,548,236 156,543,876 2019 Q1 Q2 Q3 Q4 Revenue $ 157,034 $ 266,705 $ 282,179 $ 274,019 Commissions and other agent-related costs 142,542 244,587 259,141 249,612 Net (loss) income (6,296) (2,195) (1,847) 781 Earnings (loss) per share Basic ($ 0.05) ($ 0.02) ($ 0.01) $ 0.01 Diluted ($ 0.05) ($ 0.02) ($ 0.01) $ 0.01 Weighted average shares outstanding Basic 121,686,468 123,607,064 127,667,358 131,907,796 Diluted 121,686,468 123,607,064 127,667,358 131,907,796 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of consolidation | Principles of consolidation The accompanying consolidated financial statements include the accounts of eXp World Holdings, Inc., its wholly-owned subsidiaries, and including those entities in which we have a variable interest of which we are the primary beneficiary. If the Company has a variable interest in an entity but it is not the primary beneficiary of the entity or exercises control over the operations and has less than 50% ownership, it will use the equity method or the cost method of accounting for investments. Entities in which the Company has less than a 20% investment and where the Company does not exercise significant influence are accounted for under the cost method. Intercompany transactions and balances are eliminated upon consolidation. |
Variable interest entities and noncontrolling interests | Variable interest entities and noncontrolling interests A company is deemed to be the primary beneficiary of a VIE and must consolidate the entity if the company has both: (i) and (ii) In 2019, the Company made capital contributions in consideration for an ownership interest in First Cloud Investment Group, LLC (“First Cloud”), a Nevada limited liability company providing mortgage origination for end-consumers, with the remaining ownership interests held by certain independent agents and brokers. Under the terms of the operating agreement, the Company maintains at least a 50% equity ownership interest in First Cloud. The Company determined that First Cloud is a VIE, as the Company is the primary beneficiary that has both the power to direct the activities that most significantly impact the VIE and a variable interest that potentially could be significant to the VIE. The Company treats the interest in First Cloud that it does not own as a noncontrolling interest. The noncontrolling interest balance is adjusted each period to reflect the allocation of net income (loss) and other comprehensive income (loss) attributable to the noncontrolling interest, as shown in the consolidated statements of comprehensive income (loss). The noncontrolling interest balance in the consolidated balance sheets represents the proportional share of the equity of the joint venture entity, which is attributable to the noncontrolling shareholders. As of December 31, 2020, First Cloud’s operations are not material to the Company’s financial position or results of operations. |
Joint ventures | Joint ventures A joint venture is a contractual arrangement whereby the Company and other parties undertake an economic activity through a jointly controlled entity. Joint control exists when strategic, financial, and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control. Joint ventures are accounted for using the equity method and are recognized initially at cost. The Company has investments in a joint venture, Silverline Title & Escrow, LLC (“Silverline”), which operates and manages a title agency that performs, among other functions, core title agent services (for which liabilities arises), including the evaluation of searches to determine the insurability of title, the clearance of underwriting objections, the actual issuance of policies on behalf of insurance companies, and, where customary, the issuance of title commitments and the conducting of title searchers. The Company owns a 50% ownership interest in Silverline with the remaining ownership interest held by a third-party investment company. The Company recognizes its share of income and expenses and equity movement in the venture in proportion to its percentage of ownership. As of December 31, 2020, Silverline’s operations are not material to the Company’s financial position or results of operations. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for credit losses, legal contingencies, income taxes, revenue recognition, stock-based compensation, goodwill, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. |
Reclassifications | Reclassifications The Company has reclassified certain amounts in prior-period financial statements to conform to the current period’s presentation. These reclassifications had no impact on net income (loss) or total stockholders’ equity. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents include cash on hand, money market instruments, and all other highly liquid investments purchased with an original or remaining maturity of three months or less at the date of acquisition. |
Restricted cash | Restricted cash Restricted cash consists of cash held in escrow by the Company’s brokers and agents on behalf of real estate buyers. The Company recognizes a corresponding customer deposit liability until the funds are released. Once the cash is transferred from escrow, the Company reduces the respective customers’ deposit liability. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheet that sum to the total of the same such amounts shown on the statement of cash flows. December 31, 2019 December 31, 2018 Cash and cash equivalents $ 40,087 $ 20,538 Restricted cash 6,987 2,503 Total cash, cash equivalents, and restricted cash, beginning balance $ 47,074 $ 23,041 December 31, 2020 December 31, 2019 Cash and cash equivalents $ 100,143 $ 40,087 Restricted cash 27,781 6,987 Total cash, cash equivalents, and restricted cash, ending balance $ 127,924 $ 47,074 |
Fair value measurements | Fair value measurements The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: Input Level Definitions Level 1 Inputs are quoted market prices in active markets for identical assets or liabilities (these are observable market inputs). Level 2 Inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability (includes quoted market prices for similar assets or identical or similar assets in markets in which there are few transactions, prices that are not current or prices that vary substantially). Level 3 Inputs are unobservable inputs that reflect the entity's own assumptions in pricing the asset or liability (used when little or no market data is available). The Company holds funds in a money market account. The Company values its money market funds at fair value on a recurring basis. |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for expected credit losses The majority of the Company’s accounts receivable consists of commissions receivable on real estate property settlements, which are in-substance guaranteed because they represent commission payments on closed transactions. The remaining accounts receivable is derived from non-commission based technology fees and short-term advances to agents and brokers. These accounts receivable are typically unsecured. The allowance for expected credit losses is our estimate based on historical experience. The Company periodically performs detailed reviews to assess the adequacy of the allowance. The Company exercises significant judgment in estimating the timing, frequency and severity of losses. The Company uses the aging schedule method to estimate current expected credit losses (“CECL”) based on days of delinquency, including information about past events and current economic conditions. The Company’s accounts receivable is separated into the three categories above to evaluate allowance under the CECL impairment model. The receivables in each category share similar risk characteristics. The Company analyzes uncollectable accounts for the three categories of receivables. Based on historical information and future expectations, only agent non-commission based fees receivables and agent short-term advances carry any risk of expected credit losses. Current economic conditions and forecasts of future economic conditions do not affect expected credit losses on uncollectable real estate property settlements. The collection of these payments is in-substance guaranteed because they represent commission payments on closed transactions, and the Company has no historical experience or expectation of losses related to these receivables. The Company increases the allowance for expected credits losses when the Company determines all or a portion of a receivable is uncollectable. The Company recognizes recoveries as a decrease to the allowance for expected credit losses. As of December 31, 2020 and 2019, receivables from real estate property settlements totaled $73,838 and $24,924, respectively. As of December 31, 2020, agent non-commission based fees receivable and short-term advances totaled $4,992, of which the Company recognized expected credit losses of $1,879. As of December 31, 2019, agent non-commission based fees receivable and short-term advances totaled $3,409, of which the Company recognized allowance for doubtful accounts of $137. |
Foreign currency translation | Foreign currency translation The Company’s functional and reporting currency is the United States dollar and the functional currency of the Company’s foreign subsidiaries is the local currency of their country of domicile. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the consolidated statements of operations in other (income) expense, net. The Company does not employ a hedging strategy to manage the impact of foreign currency fluctuations. |
Fixed assets | Fixed assets Fixed assets are stated at historical cost and are depreciated on the straight-line method over the estimated useful lives. Useful lives are: Computer hardware and software: Furniture, fixtures and equipment: Maintenance and repairs are expensed as incurred. Expenditures that substantially increase an asset’s useful life or improve an asset’s functionality are capitalized. The Company capitalizes the costs associated with developing its internal-use cloud-based residential real-estate transaction system. Capitalized costs are primarily related to costs incurred in relation to internally created software during the application development stage including costs for upgrades and enhancements that result in additional functionality. |
Leases | Leases Leases are agreements, or terms within agreements, that convey the right to control the use of and receive substantially all of the economic benefit from an identified asset for a period of time in exchange for consideration. The Company currently only possesses office space leases . Right-of-use assets The Company recognizes right-of-use (“ROU”) assets at the commencement date of the lease. ROU assets are measured at cost, less accumulated depreciation and impairment losses, and are adjusted concurrent with the remeasurement of corresponding lease liabilities resulting from a change in future lease payments or a change in the assessment of whether any purchase, extension, or termination options will be exercised. The cost of ROU assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received, if any. Unless the Company is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the ROU assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Lease liabilities At the commencement date of a lease, the Company recognizes a lease liability measured at the present value of the lease payments to be made over the lease term. Variable lease payments are recognized as expense in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the implicit interest rate in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced by the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, or a change in the assessment to purchase the underlying asset. Short-term leases and leases of low-value assets The Company applies the short-term lease recognition exemption to leases that have a lease term of 12 months or less from the commencement date and which do not contain a purchase option. The Company does not capitalize leases with a present value of below its minimum capitalization threshold as it would not materially affect the Company’s financial position or results of operations. Lease payments on short-term leases and low-value leases are recognized as expense on a straight-line basis over the lease term. Refer to Note 10 – Leases for more information. |
Goodwill and Intangible Assets | Goodwill Goodwill represents the excess of the consideration paid over the estimated fair value of assets acquired and liabilities assumed in a business combination. The Company evaluates goodwill for impairment on an annual basis in the fiscal fourth quarter or on an interim basis if an event occurs or circumstances change that would more likely than not indicate that the fair value of the goodwill is below its carrying value. Generally, this evaluation begins with a qualitative assessment to determine if the fair value of the reporting unit is more likely than not less than its carrying value. The test for impairment requires management to make judgments relating to future cash flows, growth rates and economic and market conditions. In addition to the annual impairment evaluation, the Company evaluates at least quarterly whether events or circumstances have occurred in the period subsequent to the annual impairment testing which indicate that it is more likely than not an impairment loss has occurred. The Company did not recognize an impairment for either of the years ended December 31, 2020 and 2019. Intangible assets The Company’s intangible assets are finite lived and consist primarily of trade name, technology and customer relationships. Each intangible asset is amortized on a straight-line basis over its useful life, ranging from three The Company recognized an impairment of $225 for the year ended December 31, 2020. No impairment was recognized for the year ended December 31, 2019. |
Software development costs | Software development costs The Company capitalizes software development costs related to products to be sold, leased, or marketed to external users and internal-use software. |
Business Combinations | Business combinations The Company accounts for business combinations using the acquisition method of accounting, under which the consideration for the acquisition is allocated to the assets acquired and liabilities assumed. The Company recognizes identifiable assets acquired and liabilities assumed at the acquisition date fair values as determined by management as of the acquisition date. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions, estimates and market factors. Estimating the fair value of individual reporting units requires the Company to make assumptions and estimates regarding significant changes or planned changes in the use of the assets, as well as industry and economic conditions. These assumptions and estimates include projected revenues and income growth rates, terminal growth rates, competitive and consumer trends, market-based discount rates, and other market factors. If current expectations of future growth rates are not met or market factors outside of the Company’s control change significantly, then goodwill or intangible assets may become impaired. Additionally, as goodwill and intangible assets associated with recently acquired businesses are recorded on the balance sheet at their estimated acquisition date fair values, those amounts are more susceptible to impairment risk if business operating results or macroeconomic conditions deteriorate. Acquisition-related costs, such as due diligence, legal and accounting fees, are expensed as incurred and not considered in determining the fair value of the acquired assets. |
Impairment of long-lived assets | Impairment of long-lived assets The Company periodically evaluates the carrying value of long-lived assets to be held and used when events and circumstances warrant such a review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is less than its carrying value. When assets are considered impaired, a loss is recognized based on the amount by which the carrying value exceeds the fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. |
Stock-based compensation | Stock-based compensation Our stock-based compensation is comprised of agent growth incentive programs, agent equity program, and stock option awards. Stock-based compensation is more fully disclosed in Note 11 – Stockholders’ Equity. The Company accounts for stock-based compensation granted to employees and non-employees using a fair value method. Stock-based compensation awards are measured at the grant date fair value and are recognized over the requisite service period of the awards, usually the vesting period, on a straight-line basis, net of forfeitures. The Company reduces stock-based compensation for forfeitures when they occur. Recognition of compensation cost for an award with a performance condition is based on the probable outcome of that performance condition being met. |
Revenue recognition | Revenue recognition The Company generates substantially all of its revenue from real estate brokerage services and generates a de minimis portion of its revenues from software subscription and professional services. The Company estimates revenue in instances where there is sufficient evidence that a real estate transaction has closed but all of the necessary documentation has not been received. The recognition of any estimated revenue is verified through the passage of time. As such, the Company does not have contracts with customers that provide variable consideration. Real Estate Brokerage Services The Company serves as a licensed broker in the areas in which it operates for the purpose of processing residential real estate transactions. The Company is contractually obligated to provide services for the fulfillment of transfers of residential real estate between buyers and sellers. The Company provides these services itself and controls the services necessary to legally transfer the residential real estate. Correspondingly, the Company is defined as the principal. The Company, as principal, satisfies its obligation upon the closing of a residential real estate transaction. As principal, and upon satisfaction of the performance obligation, the Company recognizes revenue in the gross amount of consideration to which the Company expects to be entitled. Revenue is derived from assisting home buyers and sellers in listing, marketing, selling, and finding residential real estate. Commissions earned on real estate transactions are recognized at the completion of a residential real estate transaction once the Company has satisfied the performance obligation. Agent related fees are currently recorded as a reduction to commissions and other agent related costs. Software Subscription and Professional Services Subscription revenue is derived from fees from customers to access the Company’s virtual reality software platform. The terms of subscriptions do not provide customers the right to take possession of the software. Subscription revenue is generally recognized ratably over the contract term. Professional services revenue is derived from implementation and consulting services. Professional services revenue is typically recognized over time as the services are rendered, using an efforts-expended (labor hours) input method. The Company does not currently collect sales and use taxes on fees from agents and brokers and assumes responsibility to pay these costs to the appropriate taxing authorities. Disaggregated revenue The Company primarily operates as a real estate brokerage firm. The vast majority of the Company’s revenue is derived from providing a single service, real estate brokerage services, to purchasers and sellers of homes in the U.S. See Note 15 – Segment information for details regarding segment and geographic information. Management believes that no disaggregation of revenue from services to customers currently exists that would provide additional insight into the future recognition of revenue and cash flows. |
Income taxes | Income taxes The Company records income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse. The Company recognizes the effect on deferred income taxes of a change in tax rates in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby: (i) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. For U.S. income tax returns, the open taxation years subject to examination range from 2011 to 2020. |
Comprehensive income (loss) | Comprehensive income (loss) The Company’s only components of comprehensive income (loss) are net income (losses) and foreign currency translation adjustments. |
Earnings (loss) per share | Earnings (loss) per share Basic earnings (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock outstanding plus, if potentially dilutive common shares outstanding during the period. The Company does not pay dividends or have participating shares outstanding. Prior period results have been adjusted to reflect the effect of the Stock Split. Refer to Note 12 – Earnings (Loss) Per Share for details related to the calculations of basic and diluted earnings per share. |
Recently Adopted and Issued Accounting Principles | Recently adopted accounting principles In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”). ASU 2016-13 modifies the measurement of expected credit losses of certain financial instruments, requiring entities to estimate an expected lifetime credit loss on financial assets. The ASU amends the impairment model to utilize an expected loss methodology and replaces the incurred loss methodology for financial instruments including trade receivables. The amendment requires entities to consider other factors, such as economic conditions and future economic conditions. The Company adopted ASU 2016-13 effective January 1, 2020 and concluded it did not have a material impact on either the financial position, results of operations, cash flows, or related disclosures of the Company. There was no impact on beginning balance retained earnings upon adoption of this ASU. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In August 2018, the FASB issued ASU 2018-15 – Intangibles – Goodwill and Other Internal-Use Software (Subtopic 350-40) – Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract Recently issued accounting pronouncements In December 2019, the FASB issued ASU 2019-12 – Income Taxes |
DESCRIPTION OF BUSINESS AND B_2
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Schedule of common stock issued roll forward) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | |
Schedule of calculation of basic and diluted earnings (loss) per share | Year ended December 31, 2019 2018 As Previously Reported Impact of Stock Split Revised As Previously Reported Impact of Stock Split Revised Weighted average shares outstanding Basic 62,585,555 63,670,852 126,256,407 57,689,920 57,689,920 115,379,840 Diluted 62,585,555 63,670,852 126,256,407 57,689,920 57,689,920 115,379,840 Earnings (loss) per share Basic (0.15) 0.07 (0.08) (0.39) 0.20 (0.19) Diluted (0.15) 0.07 (0.08) (0.39) 0.20 (0.19) Year Ended December 31, 2020 2019 2018 Numerator: Net income (loss) attributable to common stock $ 31,131 ($ 9,528) ($ 22,430) Denominator: Weighted average shares - basic 138,572,358 126,256,407 115,379,840 Dilutive effect of common stock equivalents 12,977,717 - - Weighted average shares - diluted 151,550,075 126,256,407 115,379,840 Earnings (loss) per share: Earnings (loss) per share attributable to common stock- basic $ 0.22 ($ 0.08) ($ 0.19) Earnings (loss) per share attributable to common stock- diluted 0.21 (0.08) (0.19) |
Schedule of common stock issued roll forward | Year ended December 31, 2019 2018 As Previously Reported Impact of Stock Split Revised As Previously Reported Impact of Stock Split Revised Common stock: Balance, beginning of year 60,609,102 60,609,102 121,218,204 54,962,535 54,962,535 109,925,070 Retirement of common stock (1,818,273) (1,818,273) (3,636,546) - - - Shares issued for acquisition - - - 97,371 97,371 194,742 Shares issued for stock options exercised 2,261,122 2,261,122 4,522,244 2,594,050 2,629,524 5,223,574 Agent growth incentive stock compensation 1,345,754 1,345,754 2,691,508 1,270,545 1,271,379 2,541,924 Agent equity stock compensation 3,801,603 3,801,603 7,603,206 1,684,601 1,648,293 3,332,894 Balance, end of year 66,199,308 66,199,308 132,398,616 60,609,102 60,609,102 121,218,204 Common stock, par value (1) $ 1 $ - $ 1 $ 1 $ - $ 1 (1) The par value of common stock changed by less than one thousand dollars and shows no impact due to rounding. Year Ended December 31, 2020 2019 2018 Common stock: Balance, beginning of year 132,398,616 121,218,204 109,925,070 Retirement of common stock - (3,636,546) - Shares issued for acquisition - - 194,742 Shares issued for stock options exercised 6,538,628 4,522,244 5,223,574 Agent growth incentive stock compensation 1,978,072 2,691,508 2,541,924 Agent equity stock compensation 5,762,470 7,603,206 3,332,894 Balance, end of year 146,677,786 132,398,616 121,218,204 |
Schedule of Restricted stock activity | Shares Weighted Average Grant Date Fair Value As Previously Reported Impact of Stock Split Revised As Previously Reported Impact of Stock Split Revised Balance, December 31, 2018 3,872,877 3,872,877 7,745,754 $ 11.63 ($ 5.82) $ 5.82 Granted 1,687,457 1,687,457 3,374,914 9.23 (4.62) 4.62 Vested and issued (1,494,633) (1,494,633) (2,989,266) 11.21 (5.60) 5.61 Forfeited (677,592) (677,592) (1,355,184) 3.39 (1.70) 1.70 Balance, December 31, 2019 3,388,109 3,388,109 6,776,218 $ 11.04 ($ 5.52) $ 5.52 The following table illustrates the Company’s stock activity for the Agent Growth Incentive Program for stock awards where the performance metric has been achieved for the following periods, adjusted to give effect to the Stock Split: Weighted Average Grant Date Shares Fair Value Balance, December 31, 2018 7,745,754 $ 5.82 Granted 3,374,914 4.62 Vested and issued (2,989,266) 5.61 Forfeited (1,355,184) 1.70 Balance, December 31, 2019 6,776,218 $ 5.52 Granted 2,777,894 9.11 Vested and issued (1,980,870) 6.42 Forfeited (1,022,852) 5.66 Balance, December 31, 2020 6,550,390 $ 6.75 |
Schedule of stock option activity | Options Weighted Average Exercise Price As Previously Reported Impact of Stock Split Revised As Previously Reported Impact of Stock Split Revised Balance, December 31, 2018 8,697,613 8,697,613 17,395,226 $ 2.08 ($ 1.04) $ 1.04 Granted 776,746 776,746 1,553,492 9.44 (4.72) 4.72 Exercised (2,261,122) (2,261,122) (4,522,244) 1.02 (0.51) 0.51 Forfeited (437,881) (437,881) (875,762) 7.94 (3.97) 3.97 Balance, December 31, 2019 6,775,356 6,775,356 13,550,712 $ 2.90 ($ 1.45) $ 1.45 Weighted Average Weighted Remaining Average Contractual Term Options Exercise Price Intrinsic Value (Years) Balance, December 31, 2018 17,395,226 $ 1.04 $ 5.00 6.07 Granted 1,553,492 4.72 0.64 9.52 Exercised (4,522,244) 0.51 8.56 - Forfeited (875,762) 3.97 2.45 - Balance, December 31, 2019 13,550,712 $ 1.45 $ 8.43 5.59 Granted 3,441,772 10.85 0.05 9.55 Exercised (6,538,628) 1.06 17.91 - Forfeited (602,798) 4.30 19.29 - Balance, December 31, 2020 9,851,058 $ 4.82 $ 53.49 5.95 Exercisable at December 31, 2020 5,495,394 $ 1.27 $ 60.57 3.41 Vested at December 31, 2020 5,495,394 $ 1.27 $ 60.57 5.87 Range of stock option exercise prices at December 31, 2020: 5,750,462 $ 1.02 3,545,116 $ 8.13 555,480 $ 22.93 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of Cash | December 31, 2019 December 31, 2018 Cash and cash equivalents $ 40,087 $ 20,538 Restricted cash 6,987 2,503 Total cash, cash equivalents, and restricted cash, beginning balance $ 47,074 $ 23,041 December 31, 2020 December 31, 2019 Cash and cash equivalents $ 100,143 $ 40,087 Restricted cash 27,781 6,987 Total cash, cash equivalents, and restricted cash, ending balance $ 127,924 $ 47,074 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Showcase | |
Schedule of allocation of purchase prince | Identifiable assets acquired and goodwill Cash $ 138 Accounts receivable, net 3 Prepaid & other current assets 20 Fixed assets, net 17 Showcase tradename 277 Existing technology 135 Customer relationships 240 Goodwill 2,310 Liabilities assumed Deferred liabilities & other current liabilities 140 Total purchase price $ 3,000 |
Success Enterprises LLC | |
Schedule of allocation of purchase prince | Identifiable assets acquired and goodwill Accounts receivable, net $ 165 Inventory 236 Prepaid & other current assets 36 Fixed assets, net 3 Success tradename 1,422 Content 2,720 Domains and social media 116 Customer relationships 915 Goodwill 2,387 Total purchase price $ 8,000 |
PREPAIDS AND OTHER ASSETS (Tabl
PREPAIDS AND OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
PREPAIDS AND OTHER ASSETS | |
Schedule of Prepaid and Other Current Assets | December 31, 2020 December 31, 2019 Prepaid expenses $ 2,489 $ 1,730 Prepaid insurance 2,318 954 Rent deposits 123 73 Other assets (includes inventory) 2,420 792 Total prepaid expenses $ 7,350 $ 3,549 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
PROPERTY, PLANT AND EQUIPMENT, NET [Abstract] | |
Schedule of Fixed assets | December 31, 2020 December 31, 2019 Computer hardware and software $ 13,828 $ 8,431 Furniture, fixture, and equipment 20 21 Total depreciable property and equipment 13,848 8,452 Less: accumulated depreciation (6,738) (3,378) Depreciable property, net 7,110 5,074 Assets under development 738 354 Property, plant, and equipment, net $ 7,848 $ 5,428 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
GOODWILL AND INTANGIBLE ASSETS | |
Schedule of Goodwill | Changes in the carrying amount of goodwill were: December 31, 2020 December 31, 2019 Goodwill $ 8,248 $ 8,248 Acquisitions 4,697 - Total goodwill $ 12,945 $ 8,248 |
Schedule of Definite-Lived Assets | Definite-lived intangible assets were as follows: December 31, 2020 December 31, 2019 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Trade name $ 2,868 ($ 267) $ 2,601 $ 1,169 ($ 127) $ 1,042 Existing technology 1,396 (415) 981 559 (99) 460 Non-competition agreements 125 (87) 38 125 (45) 80 Customer relationships 1,895 (170) 1,725 740 (80) 660 Software - - - 225 - 225 Licensing agreement 210 (41) 169 210 - 210 Intellectual property 2,836 - 2,836 - - - Total intangible assets $ 9,330 ($ 980) $ 8,350 $ 3,028 ($ 351) $ 2,677 |
Schedule of Definite-Lived Future Amortization Expense | As of December 31, 2020, expected amortization related to definite-lived intangible assets will be: Expected amortization 2021 $ 1,199 2022 1,122 2023 880 2024 665 2025 and thereafter 4,484 Total $ 8,350 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
ACCRUED EXPENSES [Abstract] | |
Schedule of Accrued Expenses | December 31, 2020 December 31, 2019 Commissions payable $ 50,484 $ 26,030 Payroll payable 6,354 1,201 Taxes payable 1,008 1,205 Stock liability awards 2,093 750 Other accrued expenses 2,811 1,848 $ 62,750 $ 31,034 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
LEASES | |
Schedule of other lease information | Year Ended December 31, 2020 2019 Other information Operating lease expense $ 276 $ 249 Short-term lease expense 16 27 Cash paid for operating leases 274 249 Weighted-average remaining lease term (years) – operating leases (1) 3.8 3 Weighted-average discount rate – operating leases 4.481% 4.850% (1) The Company’s lease terms include options to extend the lease when it is reasonably certain the Company will exercise its option. Additionally, the Company considered any historical and economic factors in determining if a lease renewal or termination option would be exercised. |
Schedule of future operating lease payments | Year Ending December 31, 2021 $ 371 2022 320 2023 165 2024 5 2025 5 2026 and thereafter 1 Total lease payments 867 Less: interest (47) Total operating lease liabilities $ 820 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Schedule of common stock issued roll forward | Year ended December 31, 2019 2018 As Previously Reported Impact of Stock Split Revised As Previously Reported Impact of Stock Split Revised Common stock: Balance, beginning of year 60,609,102 60,609,102 121,218,204 54,962,535 54,962,535 109,925,070 Retirement of common stock (1,818,273) (1,818,273) (3,636,546) - - - Shares issued for acquisition - - - 97,371 97,371 194,742 Shares issued for stock options exercised 2,261,122 2,261,122 4,522,244 2,594,050 2,629,524 5,223,574 Agent growth incentive stock compensation 1,345,754 1,345,754 2,691,508 1,270,545 1,271,379 2,541,924 Agent equity stock compensation 3,801,603 3,801,603 7,603,206 1,684,601 1,648,293 3,332,894 Balance, end of year 66,199,308 66,199,308 132,398,616 60,609,102 60,609,102 121,218,204 Common stock, par value (1) $ 1 $ - $ 1 $ 1 $ - $ 1 (1) The par value of common stock changed by less than one thousand dollars and shows no impact due to rounding. Year Ended December 31, 2020 2019 2018 Common stock: Balance, beginning of year 132,398,616 121,218,204 109,925,070 Retirement of common stock - (3,636,546) - Shares issued for acquisition - - 194,742 Shares issued for stock options exercised 6,538,628 4,522,244 5,223,574 Agent growth incentive stock compensation 1,978,072 2,691,508 2,541,924 Agent equity stock compensation 5,762,470 7,603,206 3,332,894 Balance, end of year 146,677,786 132,398,616 121,218,204 |
Schedule of Restricted stock activity | Shares Weighted Average Grant Date Fair Value As Previously Reported Impact of Stock Split Revised As Previously Reported Impact of Stock Split Revised Balance, December 31, 2018 3,872,877 3,872,877 7,745,754 $ 11.63 ($ 5.82) $ 5.82 Granted 1,687,457 1,687,457 3,374,914 9.23 (4.62) 4.62 Vested and issued (1,494,633) (1,494,633) (2,989,266) 11.21 (5.60) 5.61 Forfeited (677,592) (677,592) (1,355,184) 3.39 (1.70) 1.70 Balance, December 31, 2019 3,388,109 3,388,109 6,776,218 $ 11.04 ($ 5.52) $ 5.52 The following table illustrates the Company’s stock activity for the Agent Growth Incentive Program for stock awards where the performance metric has been achieved for the following periods, adjusted to give effect to the Stock Split: Weighted Average Grant Date Shares Fair Value Balance, December 31, 2018 7,745,754 $ 5.82 Granted 3,374,914 4.62 Vested and issued (2,989,266) 5.61 Forfeited (1,355,184) 1.70 Balance, December 31, 2019 6,776,218 $ 5.52 Granted 2,777,894 9.11 Vested and issued (1,980,870) 6.42 Forfeited (1,022,852) 5.66 Balance, December 31, 2020 6,550,390 $ 6.75 |
Schedule of stock options fair value assumptions | Year Ended December 31, 2020 2019 2018 Expected term 5 - 6 years 5 - 6.25 years 6.25 - 10 years Expected volatility 69.01% - 116.16% 91.0% - 127.9% 129.2% - 153.7% Risk-free interest rate 0.21% - 1.58% 1.5% - 2.7% 2.9% Dividend yield -% -% -% |
Schedule of stock option activity | Options Weighted Average Exercise Price As Previously Reported Impact of Stock Split Revised As Previously Reported Impact of Stock Split Revised Balance, December 31, 2018 8,697,613 8,697,613 17,395,226 $ 2.08 ($ 1.04) $ 1.04 Granted 776,746 776,746 1,553,492 9.44 (4.72) 4.72 Exercised (2,261,122) (2,261,122) (4,522,244) 1.02 (0.51) 0.51 Forfeited (437,881) (437,881) (875,762) 7.94 (3.97) 3.97 Balance, December 31, 2019 6,775,356 6,775,356 13,550,712 $ 2.90 ($ 1.45) $ 1.45 Weighted Average Weighted Remaining Average Contractual Term Options Exercise Price Intrinsic Value (Years) Balance, December 31, 2018 17,395,226 $ 1.04 $ 5.00 6.07 Granted 1,553,492 4.72 0.64 9.52 Exercised (4,522,244) 0.51 8.56 - Forfeited (875,762) 3.97 2.45 - Balance, December 31, 2019 13,550,712 $ 1.45 $ 8.43 5.59 Granted 3,441,772 10.85 0.05 9.55 Exercised (6,538,628) 1.06 17.91 - Forfeited (602,798) 4.30 19.29 - Balance, December 31, 2020 9,851,058 $ 4.82 $ 53.49 5.95 Exercisable at December 31, 2020 5,495,394 $ 1.27 $ 60.57 3.41 Vested at December 31, 2020 5,495,394 $ 1.27 $ 60.57 5.87 Range of stock option exercise prices at December 31, 2020: 5,750,462 $ 1.02 3,545,116 $ 8.13 555,480 $ 22.93 |
Schedule of shares repurchased | Year Ended December 31, 2020 2019 2018 Treasury stock: Balance, beginning of year 925,364 - - Repurchases of common stock 1,609,130 2,743,637 - Retirement of treasury stock - (1,818,273) - Balance, end of year 2,534,494 925,364 - |
Agent Growth Incentive Program | |
Changes in the Company's stock compensation liability | The following table illustrates changes in the Company’s stock compensation liability for the periods presented: Amount Balance, December 31, 2018 $ - Stock grant liability increase year to date 901 Stock grants reclassified from liability to equity year to date (624) Balance, December 31, 2019 277 Stock grant liability increase year to date 3,246 Stock grants reclassified from liability to equity year to date (1,430) Balance, December 31, 2020 $ 2,093 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
EARNINGS (LOSS) PER SHARE [Abstract] | |
Schedule of calculation of basic and diluted earnings (loss) per share | Year ended December 31, 2019 2018 As Previously Reported Impact of Stock Split Revised As Previously Reported Impact of Stock Split Revised Weighted average shares outstanding Basic 62,585,555 63,670,852 126,256,407 57,689,920 57,689,920 115,379,840 Diluted 62,585,555 63,670,852 126,256,407 57,689,920 57,689,920 115,379,840 Earnings (loss) per share Basic (0.15) 0.07 (0.08) (0.39) 0.20 (0.19) Diluted (0.15) 0.07 (0.08) (0.39) 0.20 (0.19) Year Ended December 31, 2020 2019 2018 Numerator: Net income (loss) attributable to common stock $ 31,131 ($ 9,528) ($ 22,430) Denominator: Weighted average shares - basic 138,572,358 126,256,407 115,379,840 Dilutive effect of common stock equivalents 12,977,717 - - Weighted average shares - diluted 151,550,075 126,256,407 115,379,840 Earnings (loss) per share: Earnings (loss) per share attributable to common stock- basic $ 0.22 ($ 0.08) ($ 0.19) Earnings (loss) per share attributable to common stock- diluted 0.21 (0.08) (0.19) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
INCOME TAXES | |
Schedule of taxable income by domestic and foreign subsidiaries | Year Ended December 31, 2020 2019 2018 Domestic $ 31,356 ($ 9,442) ($ 22,448) Foreign 47 382 96 Total $ 31,403 ($ 9,060) ($ 22,352) |
Schedule of Income Tax Expense (Benefit) | Year Ended December 31, 2020 2019 2018 Current: Federal $ - $ - $ - State 275 320 77 Foreign 466 262 1 Total current income tax provision 741 582 78 Deferred Federal 23 17 - State 24 15 - Foreign (375) (117) - Total deferred income tax benefit (328) (85) - Total provision (benefit) for income taxes $ 413 $ 497 $ 78 |
Federal Statutory Rate Reconciliation | Year Ended December 31, 2020 2019 2018 Statutory tax rate 21.00% 21.00% 21.00% State taxes 6.52% 0.35% 4.02% Permanent differences (0.09)% (2.54)% (0.57)% Unrecognized tax benefit (0.19)% (0.67)% -% Share-based compensation (42.09)% 11.51% (10.46)% Sec. 162m compensation limitation 4.03% (1.31)% -% Foreign tax rate differential 0.01% (1.68)% (0.10)% Valuation allowance 8.99% (140.59)% (15.43)% Prior year true up items 3.07% 109.08% -% Other net 0.08% (0.65)% 1.19% Total 1.33% (5.50)% (0.35)% |
Schedule of Deferred Tax Assets | December 31, 2020 December 31, 2019 Deferred tax assets: Net operating loss carryforward $ 17,628 $ 12,789 Accruals and reserves 883 436 Lease liability 219 311 Share-based compensation 5,575 6,456 Total gross deferred tax assets 24,305 19,992 Deferred tax liabilities: Property and equipment (1,139) (145) Intangibles/Goodwill (383) (180) Right of use lease asset (214) (311) Valuation allowance (22,116) (19,271) Net deferred tax assets $ 453 $ 85 |
Schedule of reconciliation of the beginning and ending amount of gross unrecognized benefits | Year Ended December 31, 2020 2019 2018 Unrecognized tax benefits - beginning of year $ 54 $ - $ - Gross increase for tax positions of prior years - 54 - Gross decrease for federal tax rate change for tax positions of prior years - - - Gross increase for tax positions of current year - - - Settlements (54) - - Lapse of statute of limitations - - - Unrecognized tax benefits - end of year $ - $ 54 $ - |
SELECTED QUARTERLY DATA (UNAU_2
SELECTED QUARTERLY DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SELECTED QUARTERLY DATA (UNAUDITED) | |
Schedule of selected quarterly financial information | 2020 Q1 Q2 Q3 Q4 Revenue $ 271,421 $ 353,525 $ 564,017 $ 609,322 Commissions and other agent-related costs 243,406 319,164 517,169 558,935 Net income 141 8,235 14,918 7,696 Earnings (loss) per share Basic $ 0.00 $ 0.06 $ 0.10 $ 0.05 Diluted $ 0.00 $ 0.06 $ 0.10 $ 0.05 Weighted average shares outstanding Basic 133,241,235 137,267,291 140,754,887 143,026,018 Diluted 144,647,818 147,078,181 153,548,236 156,543,876 2019 Q1 Q2 Q3 Q4 Revenue $ 157,034 $ 266,705 $ 282,179 $ 274,019 Commissions and other agent-related costs 142,542 244,587 259,141 249,612 Net (loss) income (6,296) (2,195) (1,847) 781 Earnings (loss) per share Basic ($ 0.05) ($ 0.02) ($ 0.01) $ 0.01 Diluted ($ 0.05) ($ 0.02) ($ 0.01) $ 0.01 Weighted average shares outstanding Basic 121,686,468 123,607,064 127,667,358 131,907,796 Diluted 121,686,468 123,607,064 127,667,358 131,907,796 |
DESCRIPTION OF BUSINESS AND B_3
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Narrative) (Details) | Feb. 12, 2021 | Feb. 28, 2021 | Dec. 31, 2020 |
Stock split, description | On January 19, 2021, the Company declared a two-for-one stock split of the Company’s common stock effected in the form of a stock dividend (the “Stock Split”) on each share of the Company’s outstanding Common Stock. The stock dividend was issued on February 12, 2021 to holders of record of the Company’s Common Stock at the close of business on January 29, 2021. All share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Stock Split. | ||
Subsequent Event | |||
Stock split, number of shares | 2 | 2 |
DESCRIPTION OF BUSINESS AND B_4
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Schedule of calculation of basic and diluted earnings (loss) per share) (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | [1] | Dec. 31, 2019 | Dec. 31, 2018 | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||
Weighted average shares outstanding - Basic | 143,026,018 | 140,754,887 | 137,267,291 | 133,241,235 | 131,907,796 | 127,667,358 | 123,607,064 | 121,686,468 | 138,572,358 | 126,256,407 | [1] | 115,379,840 | [1] | |
Weighted average shares outstanding - Diluted | 156,543,876 | 153,548,236 | 147,078,181 | 144,647,818 | 131,907,796 | 127,667,358 | 123,607,064 | 121,686,468 | 151,550,075 | 126,256,407 | [1] | 115,379,840 | [1] | |
Earnings (loss) per share - Basic | $ 0.05 | $ 0.10 | $ 0.06 | $ 0 | $ 0.01 | $ (0.01) | $ (0.02) | $ (0.05) | $ 0.22 | $ (0.08) | [1] | $ (0.19) | [1] | |
Earnings (loss) per share - Diluted | $ 0.05 | $ 0.10 | $ 0.06 | $ 0 | $ 0.01 | $ (0.01) | $ (0.02) | $ (0.05) | $ 0.21 | $ (0.08) | [1] | $ (0.19) | [1] | |
As previously reported | ||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||
Weighted average shares outstanding - Basic | 62,585,555 | 57,689,920 | ||||||||||||
Weighted average shares outstanding - Diluted | 62,585,555 | 57,689,920 | ||||||||||||
Earnings (loss) per share - Basic | $ (0.15) | $ (0.39) | ||||||||||||
Earnings (loss) per share - Diluted | $ (0.15) | $ (0.39) | ||||||||||||
Adjustment | ||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||||||||||
Weighted average shares outstanding - Basic | 63,670,852 | 57,689,920 | ||||||||||||
Weighted average shares outstanding - Diluted | 63,670,852 | 57,689,920 | ||||||||||||
Earnings (loss) per share - Basic | $ 0.07 | $ 0.20 | ||||||||||||
Earnings (loss) per share - Diluted | $ 0.07 | $ 0.20 | ||||||||||||
[1] | All applicable period amounts have been adjusted to reflect the two -for-one stock split effected in the form of a stock dividend in February 2021. See Note 1 – Description of Business and Basis of Presentation for details. |
DESCRIPTION OF BUSINESS AND B_5
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Schedule of common stock issued roll forward2) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Common Stock, Shares, Issued, Beginning Balance | 132,398,616 | 121,218,204 | 109,925,070 | ||
Retirement of common stock | (3,636,546) | ||||
Shares issued for acquisition, shares | 194,742 | ||||
Shares issued for stock options exercised, shares | 6,538,628 | 4,522,244 | 5,223,574 | ||
Common Stock, Shares, Issued, Ending Balance | 146,677,786 | 132,398,616 | 121,218,204 | ||
Common stock, par value | $ 1 | [1] | $ 1 | [1] | $ 1 |
Agent Equity Award Program | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Stock issued for services, shares | 5,762,470 | 7,603,206 | 3,332,894 | ||
Agent Growth Incentive Program | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Stock issued for services, shares | 1,978,072 | 2,691,508 | 2,541,924 | ||
As previously reported | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Common Stock, Shares, Issued, Beginning Balance | 66,199,308 | 60,609,102 | 54,962,535 | ||
Retirement of common stock | (1,818,273) | ||||
Shares issued for acquisition, shares | 97,371 | ||||
Shares issued for stock options exercised, shares | 2,261,122 | 2,594,050 | |||
Common Stock, Shares, Issued, Ending Balance | 66,199,308 | 60,609,102 | |||
Common stock, par value | $ 1 | $ 1 | |||
As previously reported | Agent Equity Award Program | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Stock issued for services, shares | 3,801,603 | 1,684,601 | |||
As previously reported | Agent Growth Incentive Program | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Stock issued for services, shares | 1,345,754 | 1,270,545 | |||
Adjustment | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Common Stock, Shares, Issued, Beginning Balance | 66,199,308 | 60,609,102 | 54,962,535 | ||
Retirement of common stock | (1,818,273) | ||||
Shares issued for acquisition, shares | 97,371 | ||||
Shares issued for stock options exercised, shares | 2,261,122 | 2,629,524 | |||
Common Stock, Shares, Issued, Ending Balance | 66,199,308 | 60,609,102 | |||
Adjustment | Agent Equity Award Program | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Stock issued for services, shares | 3,801,603 | 1,648,293 | |||
Adjustment | Agent Growth Incentive Program | |||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||
Stock issued for services, shares | 1,345,754 | 1,271,379 | |||
[1] | All applicable period amounts have been adjusted to reflect the two -for-one stock split effected in the form of a stock dividend in February 2021. See Note 1 – Description of Business and Basis of Presentation for details. |
DESCRIPTION OF BUSINESS AND B_6
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Schedule of Restricted stock activity2) (Details) - Restricted Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Agent Equity Award Program | ||
Restricted Stock Shares | ||
Restricted stock outstanding, beginning balance | 6,776,218 | 7,745,754 |
Restricted stock granted | 3,374,914 | |
Restricted stock vested and issued | (2,989,266) | |
Restricted stock forfeited | (1,355,184) | |
Restricted stock outstanding, ending balance | 6,776,218 | |
Weighted Average Fair Value | ||
Weighted average price - Restricted stock outstanding, beginning balance | $ 5.52 | $ 5.82 |
Weighted average price - Restricted stock granted | 4.62 | |
Weighted average price - Restricted stock vested and issued | 5.61 | |
Weighted average price - Restricted stock forfeited | 1.70 | |
Weighted average price - Restricted stock outstanding, ending balance | $ 5.52 | |
Agent Growth Incentive Program | ||
Restricted Stock Shares | ||
Restricted stock outstanding, beginning balance | 6,776,218 | 7,745,754 |
Restricted stock granted | 2,777,894 | 3,374,914 |
Restricted stock vested and issued | (1,980,870) | (2,989,266) |
Restricted stock forfeited | (1,022,852) | (1,355,184) |
Restricted stock outstanding, ending balance | 6,550,390 | 6,776,218 |
Weighted Average Fair Value | ||
Weighted average price - Restricted stock outstanding, beginning balance | $ 5.52 | $ 5.82 |
Weighted average price - Restricted stock granted | 9.11 | 4.62 |
Weighted average price - Restricted stock vested and issued | 6.42 | 5.61 |
Weighted average price - Restricted stock forfeited | 5.66 | 1.70 |
Weighted average price - Restricted stock outstanding, ending balance | $ 6.75 | $ 5.52 |
As previously reported | Agent Equity Award Program | ||
Restricted Stock Shares | ||
Restricted stock outstanding, beginning balance | 3,388,109 | 3,872,877 |
Restricted stock granted | 1,687,457 | |
Restricted stock vested and issued | (1,494,633) | |
Restricted stock forfeited | (677,592) | |
Restricted stock outstanding, ending balance | 3,388,109 | |
Weighted Average Fair Value | ||
Weighted average price - Restricted stock outstanding, beginning balance | $ 11.04 | $ 11.63 |
Weighted average price - Restricted stock granted | 9.23 | |
Weighted average price - Restricted stock vested and issued | 11.21 | |
Weighted average price - Restricted stock forfeited | 3.39 | |
Weighted average price - Restricted stock outstanding, ending balance | $ 11.04 | |
Adjustment | Agent Equity Award Program | ||
Restricted Stock Shares | ||
Restricted stock outstanding, beginning balance | 3,388,109 | 3,872,877 |
Restricted stock granted | 1,687,457 | |
Restricted stock vested and issued | (1,494,633) | |
Restricted stock forfeited | (677,592) | |
Restricted stock outstanding, ending balance | 3,388,109 | |
Weighted Average Fair Value | ||
Weighted average price - Restricted stock outstanding, beginning balance | $ (5.52) | $ (5.82) |
Weighted average price - Restricted stock granted | (4.62) | |
Weighted average price - Restricted stock vested and issued | (5.60) | |
Weighted average price - Restricted stock forfeited | (1.70) | |
Weighted average price - Restricted stock outstanding, ending balance | $ (5.52) |
DESCRIPTION OF BUSINESS AND B_7
DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION (Schedule of stock option activity2) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Options | |||
Exercised | (6,538,628) | (4,522,244) | (5,223,574) |
Stock Options | |||
Options | |||
Beginning balance | 13,550,712 | 17,395,226 | |
Granted | 3,441,772 | 1,553,492 | |
Exercised | (6,538,628) | (4,522,244) | |
Forfeited | (602,798) | (875,762) | |
Ending balance | 9,851,058 | 13,550,712 | 17,395,226 |
Weighted Average Exercise Price | |||
Beginning balance | $ 1.45 | $ 1.04 | |
Granted | 10.85 | 4.72 | |
Exercised | 1.06 | 0.51 | |
Forfeited | 4.30 | 3.97 | |
Ending balance | $ 4.82 | $ 1.45 | $ 1.04 |
As previously reported | |||
Options | |||
Exercised | (2,261,122) | (2,594,050) | |
As previously reported | Stock Options | |||
Options | |||
Beginning balance | 6,775,356 | 8,697,613 | |
Granted | 776,746 | ||
Exercised | (2,261,122) | ||
Forfeited | (437,881) | ||
Ending balance | 6,775,356 | 8,697,613 | |
Weighted Average Exercise Price | |||
Beginning balance | $ 2.90 | $ 2.08 | |
Granted | 9.44 | ||
Exercised | 1.02 | ||
Forfeited | 7.94 | ||
Ending balance | $ 2.90 | $ 2.08 | |
Adjustment | |||
Options | |||
Exercised | (2,261,122) | (2,629,524) | |
Adjustment | Stock Options | |||
Options | |||
Beginning balance | 6,775,356 | 8,697,613 | |
Granted | 776,746 | ||
Exercised | (2,261,122) | ||
Forfeited | (437,881) | ||
Ending balance | 6,775,356 | 8,697,613 | |
Weighted Average Exercise Price | |||
Beginning balance | $ (1.45) | $ (1.04) | |
Granted | (4.72) | ||
Exercised | (0.51) | ||
Forfeited | (3.97) | ||
Ending balance | $ (1.45) | $ (1.04) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Advertising expense | $ 5,223,000 | $ 3,799,000 | $ 2,961,000 |
Allowance for doubtful accounts receivable | 1,879,000 | 137,000 | |
Goodwill, impairment | 0 | 0 | |
Asset impairments | 225,000 | 0 | |
Accounts receivable, net | 76,951,000 | 28,196,000 | |
Accounts receivable, allowance for credit losses and bad debt | 1,879,000 | 137,000 | |
Real Estate Property Settlements [Member] | |||
Accounts receivable, net | 73,838,000 | 24,924,000 | |
Agent Non-commission Based Fees and Short Term Advances Receivable [Member] | |||
Allowance for doubtful accounts receivable | 1,879,000 | 137,000 | |
Accounts receivable, net | 4,992,000 | 3,409,000 | |
Accounts receivable, allowance for credit losses and bad debt | $ 1,879,000 | $ 137,000 | |
Silverline Title & Escrow LLC | |||
Equity method investment, ownership percentage | 50.00% | ||
Minimum | |||
Term of lease | 1 year | ||
Open Tax Year | 2011 | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||
Minimum | Computer hardware and software | |||
Property and equipment useful lives | 3 | ||
Minimum | Furniture, fixtures and equipment | |||
Property and equipment useful lives | 5 | ||
Maximum | |||
Term of lease | 7 years | ||
Open Tax Year | 2020 | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||
Maximum | Computer hardware and software | |||
Property and equipment useful lives | P5Y | ||
Maximum | Furniture, fixtures and equipment | |||
Property and equipment useful lives | P7Y | ||
Primary beneficiary | First Cloud Investment Group LLC [Member] | |||
Equity method investment, ownership percentage | 50.00% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Cash) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Cash and cash equivalents | $ 100,143 | $ 40,087 | $ 20,538 | |
Restricted cash | 27,781 | 6,987 | 2,503 | |
Total cash, cash equivalents, and restricted cash | $ 127,924 | $ 47,074 | $ 23,041 | $ 5,595 |
ACQUISITIONS (Narrative) (Detai
ACQUISITIONS (Narrative) (Details) - USD ($) | Dec. 04, 2020 | Nov. 04, 2020 | Jul. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Acquisition cash paid amount | $ 10,502,000 | $ 1,500,000 | $ 6,725,000 | |||
Amortization expense related to discount applied | $ 157,000 | $ 140,000 | $ 21,000 | |||
Number of businesses acquired | 0 | |||||
Sanford Enterprises [Member] | Success Enterprises LLC | ||||||
Cash paid for acquisition | $ 8,000,000 | |||||
Showcase | ||||||
Business acquisition, name of acquired entity | Showcase Web Sites, L.L.C. | |||||
Business acquisition, effective date of acquisition | Jul. 31, 2020 | |||||
Business acquisition, description of acquired entity | Showcase is a technology company focused on agent website and consumer real estate portal technology. | |||||
Business combination, reason for business combination | With this acquisition, the Company will be able to strategically focus on creating consumer home-search technology for utilization by independent agents and brokers, as well as continued services offerings to third party clients of Showcase. | |||||
Acquisition cash paid amount | $ 1,500,000 | |||||
Issued promissory notes | $ 1,500,000 | |||||
Success Enterprises LLC | ||||||
Business acquisition, name of acquired entity | Success Enterprises LLC | |||||
Business acquisition, effective date of acquisition | Dec. 4, 2020 | |||||
Business acquisition, description of acquired entity | Company acquired the equity ownership interests in Success Enterprises LLC (“Success”) and its related media properties, including SUCCESS® print magazine, SUCCESS.com, SUCCESS® newsletters, podcasts, digital training courses and affiliated social media accounts across platforms (the “Success Acquisition”). | |||||
Success Enterprises LLC | Sanford Enterprises [Member] | ||||||
Business acquisition, effective date of acquisition | Dec. 4, 2020 | |||||
Acquisition cash paid amount | $ 8,000,000 | |||||
Cash paid for acquisition | $ 8,000,000 |
ACQUISITIONS (Schedule of alloc
ACQUISITIONS (Schedule of allocation of purchase prince) (Details) - USD ($) $ in Thousands | Jul. 31, 2021 | Dec. 31, 2020 | Dec. 04, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill | $ 12,945 | $ 8,248 | $ 8,248 | ||
Showcase | |||||
Cash | $ 138 | ||||
Accounts receivable | 3 | ||||
Prepaid & other current assets | 20 | ||||
Fixed assets | 17 | ||||
Goodwill | 2,310 | ||||
Liabilities assumed: | |||||
Deferred liabilities & other current liabilities | 140 | ||||
Total purchase price | 3,000 | ||||
Success Enterprises LLC | |||||
Accounts receivable | $ 165 | ||||
Inventory | 236 | ||||
Prepaid & other current assets | 36 | ||||
Fixed assets | 3 | ||||
Goodwill | 2,387 | ||||
Liabilities assumed: | |||||
Total purchase price | 8,000 | ||||
Trade name | Showcase | |||||
Finite lived intangible assets | 277 | ||||
Trade name | Success Enterprises LLC | |||||
Finite lived intangible assets | 1,422 | ||||
Existing technology | Showcase | |||||
Finite lived intangible assets | 135 | ||||
Customer relationships | Showcase | |||||
Finite lived intangible assets | $ 240 | ||||
Customer relationships | Success Enterprises LLC | |||||
Finite lived intangible assets | 915 | ||||
Media Content [Member] | Success Enterprises LLC | |||||
Finite lived intangible assets | 2,720 | ||||
Internet Domain Names [Member] | Success Enterprises LLC | |||||
Finite lived intangible assets | $ 116 |
FAIR VALUE MEASUREMENTS (Schedu
FAIR VALUE MEASUREMENTS (Schedule of Fair Value on Recurring Basis) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 53,380 | $ 18,281 |
PREPAIDS AND OTHER ASSETS (Sche
PREPAIDS AND OTHER ASSETS (Schedule of Prepaid and Other Current Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
PREPAIDS AND OTHER ASSETS | ||
Prepaid expenses | $ 2,489 | $ 1,730 |
Prepaid insurance | 2,318 | 954 |
Rent deposits | 123 | 73 |
Other assets (includes inventory) | 2,420 | 792 |
Prepaid and other current assets | $ 7,350 | $ 3,549 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
PROPERTY, PLANT AND EQUIPMENT, NET [Abstract] | |||
Depreciation expense | $ 3,360 | $ 2,057 | $ 870 |
PROPERTY, PLANT AND EQUIPMENT_4
PROPERTY, PLANT AND EQUIPMENT, NET (Schedule of Fixed assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Total depreciable property and equipment | $ 13,848 | $ 8,452 |
Less: accumulated depreciation and amortization | (6,738) | (3,378) |
Depreciable property, net | 7,110 | 5,074 |
Assets under development | 738 | 354 |
Property, plant and equipment, net | 7,848 | 5,428 |
Computer hardware and software | ||
Total depreciable property and equipment | 13,828 | 8,431 |
Furniture, fixtures and equipment | ||
Total depreciable property and equipment | $ 20 | $ 21 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Narrative) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 31, 2021 | |
Indefinite-lived intangible assets (excluding goodwill) | $ 0 | |||
Goodwill | 12,945,000 | $ 8,248,000 | $ 8,248,000 | |
Goodwill, acquired during period | 4,697,000 | |||
Amortization of intangible assets | $ 629,000 | $ 327,000 | $ 24,000 | |
Showcase | ||||
Goodwill | $ 2,310,000 | |||
Trade name | Showcase | ||||
Identifiable intangibles assets | 277,000 | |||
Existing technology | Showcase | ||||
Identifiable intangibles assets | 135,000 | |||
Customer relationships | Showcase | ||||
Identifiable intangibles assets | $ 240,000 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (Schedule of Goodwill) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
GOODWILL AND INTANGIBLE ASSETS | |
Goodwill, Beginning Balance | $ 8,248 |
Acquisitions | 4,697 |
Goodwill, Ending Balance | $ 12,945 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS (Schedule of Definite-Lived Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 9,330 | $ 3,028 |
Accumulated Amortization | (980) | (351) |
Net Carrying Amount | 8,350 | 2,677 |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 2,836 | |
Net Carrying Amount | 2,836 | |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 2,868 | 1,169 |
Accumulated Amortization | (267) | (127) |
Net Carrying Amount | 2,601 | 1,042 |
Existing technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 1,396 | 559 |
Accumulated Amortization | (415) | (99) |
Net Carrying Amount | 981 | 460 |
Non-competition agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 125 | 125 |
Accumulated Amortization | (87) | (45) |
Net Carrying Amount | 38 | 80 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 1,895 | 740 |
Accumulated Amortization | (170) | (80) |
Net Carrying Amount | 1,725 | 660 |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 225 | |
Net Carrying Amount | 225 | |
Licensing agreement | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 210 | 210 |
Accumulated Amortization | (41) | |
Net Carrying Amount | $ 169 | $ 210 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS (Schedule of Definite-Lived Future Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
GOODWILL AND INTANGIBLE ASSETS | ||
2021 | $ 1,199 | |
2022 | 1,122 | |
2023 | 880 | |
2024 | 665 | |
2025 and thereafter | 4,484 | |
Net Carrying Amount | $ 8,350 | $ 2,677 |
ACCRUED EXPENSES (Schedule of A
ACCRUED EXPENSES (Schedule of Accrued Expenses) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
ACCRUED EXPENSES [Abstract] | ||
Commissions payable | $ 50,484 | $ 26,030 |
Payroll payable | 6,354 | 1,201 |
Taxes payable | 1,008 | 1,205 |
Accrued stock grant awards | 2,093 | 750 |
Other accrued expenses | 2,811 | 1,848 |
Accrued Liabilities, Current, Total | $ 62,750 | $ 31,034 |
DEBT (Narrative) (Details)
DEBT (Narrative) (Details) - USD ($) $ in Thousands | Jul. 31, 2022 | Jul. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2020 | Dec. 31, 2019 |
Debt | |||||
Long term payable, current | $ 1,416 | $ 916 | |||
Long term payable, net of current | $ 2,876 | $ 1,530 | |||
Showcase | |||||
Debt | |||||
Issued promissory notes | $ 1,500 | ||||
Issued promissory notes, interest rate | 8.00% | ||||
Showcase | Scenario, Plan [Member] | |||||
Debt | |||||
Proceeds from collection of loans receivable | $ 1,000 | $ 500 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) | Dec. 31, 2020 |
Minimum | |
Term of lease | 1 year |
Maximum | |
Term of lease | 7 years |
Weighted Average | |
Term of lease | 3 years |
LEASES (Summary of components o
LEASES (Summary of components of our lease cost) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
LEASES | ||
Operating lease expense | $ 276 | $ 249 |
Short term lease expense | 16 | 27 |
Cash paid for operating leases | $ 274 | $ 249 |
Weighted-average remaining lease term (years)- operating leases | 3 years 9 months 18 days | 3 years |
Weighted-average discount rate - operating leases | 4.481% | 4.85% |
LEASES (Schedule of future mini
LEASES (Schedule of future minimum lease payments) (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Rent Payments | |
2021 | $ 371 |
2022 | 320 |
2023 | 165 |
2024 | 5 |
2025 | 5 |
2026 and Thereafter | 1 |
Total lease payments | 867 |
Less: interest | (47) |
Total operating lease liabilities | $ 820 |
STOCKHOLDERS' EQUITY (Narrative
STOCKHOLDERS' EQUITY (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Common stock issued | 146,677,786 | 132,398,616 | 121,218,204 | 109,925,070 | |
Common stock outstanding | 144,143,292 | 131,473,252 | |||
Repurchase of common stock, shares | 1,609,130 | 2,743,637 | |||
Shares issued for stock options exercised, shares | 6,538,628 | 4,522,244 | 5,223,574 | ||
Stock based compensation | $ 6,801,000 | $ 5,085,000 | $ 4,847,000 | ||
Unrecognized compensation expense - options | $ 25,736,000 | ||||
2015 Agent Equity Program | |||||
Stock issued for services, shares | 5,762,470 | ||||
Agent Equity Award Program | |||||
Stock issued for services, shares | 5,762,470 | 7,603,206 | 3,332,894 | ||
Percentage of commission potentially redeemed in common stock | 5.00% | ||||
Percentage of discount of market price, date of issuance | 20.00% | 20.00% | 10.00% | ||
Stock based compensation | $ 21,254,000 | ||||
Agent Growth Incentive Program | |||||
Stock issued for services, shares | 1,978,072 | 2,691,508 | 2,541,924 | ||
Stock issued for services, value | $ 60,968,000 | $ 37,768,000 | |||
Stock based compensation | 15,239,000 | 13,959,000 | $ 19,053,000 | ||
Amount of stock compensation attributable to liability classified awards | $ 3,246,000 | $ 901,000 | $ 0 | ||
Stock Options | |||||
Shares issued for stock options exercised, shares | 6,538,628 | 4,522,244 | |||
Vesting period | 3 years | ||||
Unrecognized compensation expense - recognition period | 1 year 2 months 23 days | ||||
Stock options granted, shares | 3,441,772 | 1,553,492 | |||
Share-based award expiration period | 10 years | ||||
Restricted Stock | Agent Equity Award Program | |||||
Unvested shares, other than options | 6,550,390 | ||||
Unrecognized compensation expense - stock awards | $ 25,586,000 | ||||
Unrecognized compensation expense - recognition period | 2 years 1 month 28 days | ||||
Restricted stock, incentive program | 6,776,218 | 7,745,754 | |||
Restricted Stock | Agent Growth Incentive Program | |||||
Restricted stock, incentive program | 6,550,390 | 6,776,218 | 7,745,754 |
STOCKHOLDERS' EQUITY (Schedule
STOCKHOLDERS' EQUITY (Schedule of common stock issued) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Common Stock, Shares, Issued, Beginning Balance | 132,398,616 | 121,218,204 | 109,925,070 |
Retirement of common stock | (3,636,546) | ||
Shares issued for acquisition, shares | 194,742 | ||
Shares issued for stock options exercised, shares | 6,538,628 | 4,522,244 | 5,223,574 |
Common Stock, Shares, Issued, Ending Balance | 146,677,786 | 132,398,616 | 121,218,204 |
Agent Equity Award Program | |||
Stock issued for services, shares | 5,762,470 | 7,603,206 | 3,332,894 |
Agent Growth Incentive Program | |||
Stock issued for services, shares | 1,978,072 | 2,691,508 | 2,541,924 |
STOCKHOLDERS' EQUITY (Changes i
STOCKHOLDERS' EQUITY (Changes in the Company's stock compensation liability) (Details) - Agent Growth Incentive Program - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Balance, at beginning of period | $ 277 | |
Stock grant liability increase | 3,246 | $ 901 |
Stock grants reclassified from liability | (1,430) | (624) |
Balance, at end of period | $ 2,093 | $ 277 |
STOCKHOLDERS' EQUITY (Restricte
STOCKHOLDERS' EQUITY (Restricted Stock Activity) (Details) - Agent Growth Incentive Program - Restricted Stock - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Restricted Stock Shares | ||
Restricted stock outstanding, beginning balance | 6,776,218 | 7,745,754 |
Restricted stock granted | 2,777,894 | 3,374,914 |
Restricted stock vested and issued | (1,980,870) | (2,989,266) |
Restricted stock forfeited | (1,022,852) | (1,355,184) |
Restricted stock outstanding, ending balance | 6,550,390 | 6,776,218 |
Weighted Average Fair Value | ||
Weighted average price - Restricted stock outstanding, beginning balance | $ 5.52 | $ 5.82 |
Weighted average price - Restricted stock granted | 9.11 | 4.62 |
Weighted average price - Restricted stock vested and issued | 6.42 | 5.61 |
Weighted average price - Restricted stock forfeited | 5.66 | 1.70 |
Weighted average price - Restricted stock outstanding, ending balance | $ 6.75 | $ 5.52 |
STOCKHOLDERS' EQUITY (Schedul_2
STOCKHOLDERS' EQUITY (Schedule of stock options fair value assumptions) (Details) - Stock Options | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Volatility rate - minimum | 69.01% | 91.00% | 129.20% |
Volatility rate - maximum | 116.16% | 127.90% | 153.70% |
Options award, risk free rate | 2.90% | ||
Options award, risk free rate, minimum | 0.21% | 1.50% | |
Options award, risk free rate, maximum | 1.58% | 2.70% | |
Maximum | |||
Options award, expected term | 6 years | 6 years 3 months | 10 years |
Minimum | |||
Options award, expected term | 5 years | 5 years | 6 years 3 months |
STOCKHOLDERS' EQUITY (Stock Opt
STOCKHOLDERS' EQUITY (Stock Option Activity) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Options | |||
Exercised | (6,538,628) | (4,522,244) | (5,223,574) |
Stock Options | |||
Options | |||
Beginning balance | 13,550,712 | 17,395,226 | |
Granted | 3,441,772 | 1,553,492 | |
Exercised | (6,538,628) | (4,522,244) | |
Forfeited | (602,798) | (875,762) | |
Ending balance | 9,851,058 | 13,550,712 | 17,395,226 |
Exercisable | 5,495,394 | ||
Vested | 5,495,394 | ||
Weighted Average Exercise Price | |||
Beginning balance | $ 1.45 | $ 1.04 | |
Granted | 10.85 | 4.72 | |
Exercised | 1.06 | 0.51 | |
Forfeited | 4.30 | 3.97 | |
Ending balance | 4.82 | 1.45 | $ 1.04 |
Exercisable | 1.27 | ||
Vested | 1.27 | ||
Intrinsic Value | |||
Beginning balance | 8.43 | 5 | |
Granted | 0.05 | 0.64 | |
Exercised | 17.91 | 8.56 | |
Forfeited | 19.29 | 2.45 | |
Ending balance | 53.49 | $ 8.43 | $ 5 |
Exercisable | 60.57 | ||
Vested | $ 60.57 | ||
Weighted Average Remaining Contractual Term | |||
Weighted average remaining contractual term | 5 years 11 months 12 days | 5 years 7 months 2 days | 6 years 25 days |
Weighted average remaining contractual term, granted | 9 years 6 months 18 days | 9 years 6 months 7 days | |
Weighted average remaining contractual term, exercisable | 3 years 4 months 28 days | ||
Weighted average remaining contractual term, vested | 5 years 10 months 13 days | ||
Stock Options | $0.01 - $5.00 [Member] | |||
Exercise Price Range | |||
Exercise price range, lower | $ 0.01 | ||
Exercise price range, upper | $ 5 | ||
Exercise price range, shares outstanding | 5,750,462 | ||
Exercise price range, weighted average exercise price | $ 1.02 | ||
Exercise price range, average remaining life | 3 years 8 months 15 days | ||
Stock Options | $5.01 - $15.00 [Member] | |||
Exercise Price Range | |||
Exercise price range, lower | $ 5.01 | ||
Exercise price range, upper | $ 15 | ||
Exercise price range, shares outstanding | 3,545,116 | ||
Exercise price range, weighted average exercise price | $ 8.13 | ||
Exercise price range, average remaining life | 8 years 11 months 23 days | ||
Stock Options | $15.01 - $30.00 [Member] | |||
Exercise Price Range | |||
Exercise price range, lower | $ 15.01 | ||
Exercise price range, upper | $ 30 | ||
Exercise price range, shares outstanding | 555,480 | ||
Exercise price range, weighted average exercise price | $ 22.93 | ||
Exercise price range, average remaining life | 9 years 9 months 10 days |
STOCKHOLDERS' EQUITY (Stock Rep
STOCKHOLDERS' EQUITY (Stock Repurchase Plan) (Narrative) (Details) - USD ($) $ in Thousands | Dec. 30, 2019 | Dec. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2018 |
STOCKHOLDERS' EQUITY | ||||
Stock repurchase program authorized amount | $ 400,000 | $ 75,000 | $ 25,000 | |
Retirement of shares, shares | 1,818,273 | |||
Retirement of shares, value | $ 18,433 |
STOCKHOLDERS' EQUITY (Schedul_3
STOCKHOLDERS' EQUITY (Schedule of shares repurchased) (Narrative) (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Treasury stock: | ||
Balance, beginning of year | 925,364 | |
Repurchase of common stock, shares | 1,609,130 | 2,743,637 |
Retirement of common stock | (1,818,273) | |
Treasury Stock, Shares, Ending Balance | 2,534,494 | 925,364 |
EARNINGS (LOSS) PER SHARE (Sche
EARNINGS (LOSS) PER SHARE (Schedule of calculation of basic and diluted earnings (loss) per share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
Nov. 30, 2018 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Net income (loss) attributable to common stock | $ 31,131 | $ (9,528) | $ (22,430) | ||||||||||||
Weighted average shares - basic | 143,026,018 | 140,754,887 | 137,267,291 | 133,241,235 | 131,907,796 | 127,667,358 | 123,607,064 | 121,686,468 | 138,572,358 | [1] | 126,256,407 | [1] | 115,379,840 | [1] | |
Dilutive effect of common stock equivalents | 12,977,717 | ||||||||||||||
Weighted average shares - diluted | 156,543,876 | 153,548,236 | 147,078,181 | 144,647,818 | 131,907,796 | 127,667,358 | 123,607,064 | 121,686,468 | 151,550,075 | [1] | 126,256,407 | [1] | 115,379,840 | [1] | |
Earnings (loss) per share attributable to common stock- basic | $ 0.05 | $ 0.10 | $ 0.06 | $ 0 | $ 0.01 | $ (0.01) | $ (0.02) | $ (0.05) | $ 0.22 | [1] | $ (0.08) | [1] | $ (0.19) | [1] | |
Earnings (loss) per share attributable to common stock- diluted | $ 0.05 | $ 0.10 | $ 0.06 | $ 0 | $ 0.01 | $ (0.01) | $ (0.02) | $ (0.05) | $ 0.21 | [1] | $ (0.08) | [1] | $ (0.19) | [1] | |
Shares excluded, anti-dilutive | 283,842 | 0 | 0 | ||||||||||||
VirBELA LLC | |||||||||||||||
Business combination payment obligation potentially dilutive amount | $ 1,000 | ||||||||||||||
[1] | All applicable period amounts have been adjusted to reflect the two -for-one stock split effected in the form of a stock dividend in February 2021. See Note 1 – Description of Business and Basis of Presentation for details. |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) | 12 Months Ended | 24 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 | |
Deferred tax assets, valuation allowance | $ 22,116,000 | $ 19,271,000 | $ 22,116,000 | |
Change in valuation allowance | $ 2,845,000 | 12,696,000 | ||
Unrecognized tax benefits | $ 54,000 | |||
Federal Statutory Tax Rate | 21.00% | 21.00% | 21.00% | |
Accrued interest or penalties related to uncertain tax positions | $ 0 | $ 7,000 | 0 | |
Total amount of unrecognized tax benefits that would affect the Company effective tax rate | 0 | $ 61,000 | 0 | |
Federal [Member] | ||||
Net operating loss | 70,200,000 | 70,200,000 | ||
State [Member] | ||||
Net operating loss | 33,100,000 | 33,100,000 | ||
Foreign [Member] | ||||
Net operating loss | 2,200,000 | 2,200,000 | ||
Operating Loss Carryforwards 100% Offset Taxable Income | Federal [Member] | ||||
Net operating loss | 8,700,000 | 8,700,000 | ||
Operating Loss Carryforwards 80% Offset Taxable Income | Federal [Member] | ||||
Net operating loss | $ 61,500,000 | $ 61,500,000 |
INCOME TAXES (Schedule of taxab
INCOME TAXES (Schedule of taxable income by domestic and foreign subsidiaries) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
INCOME TAXES | |||
Domestic | $ 31,356 | $ (9,442) | $ (22,448) |
Foreign | 47 | 382 | 96 |
Income (loss) before income tax expense | $ 31,403 | $ (9,060) | $ (22,352) |
INCOME TAXES (Schedule of Incom
INCOME TAXES (Schedule of Income Tax Expense (Benefit)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
State | $ 275 | $ 320 | $ 77 |
Foreign | 466 | 262 | 1 |
Total Current | 741 | 582 | 78 |
Deferred: | |||
Federal | 23 | 17 | |
State | 24 | 15 | |
Foreign | (375) | (117) | |
Total Deferred | (328) | (85) | |
Income Tax Expense (Benefit), Total | $ 413 | $ 497 | $ 78 |
INCOME TAXES (Federal Statutory
INCOME TAXES (Federal Statutory Rate Reconciliation) (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
INCOME TAXES | |||
Federal Statutory Tax Rate | 21.00% | 21.00% | 21.00% |
State taxes | 6.52% | 0.35% | 4.02% |
Permanent differences | (0.09%) | (2.54%) | (0.57%) |
Unrecognized tax benefit | (0.19%) | (0.67%) | |
Share-based compensation | (42.09%) | 11.51% | (10.46%) |
Sec. 162m compensation limitation | 4.03% | (1.31%) | |
Foreign tax rate differential | 0.01% | (1.68%) | (0.10%) |
Valuation allowance | 8.99% | (140.59%) | (15.43%) |
Prior year true up | 3.07% | 109.08% | |
Other net | 0.08% | (0.65%) | 1.19% |
Total tax rate reconciliation | 1.33% | (5.50%) | (0.35%) |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Tax Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforward | $ 17,628 | $ 12,789 |
Accruals and reserves | 883 | 436 |
Lease liability | 219 | 311 |
Share-based compensation | 5,575 | 6,456 |
Gross deferred tax assets | 24,305 | 19,992 |
Deferred tax liabilities | ||
Property and equipment | (1,139) | (145) |
Intangibles/Goodwill | (383) | (180) |
Right of use lease asset | (214) | (311) |
Less Valuation Allowance | (22,116) | (19,271) |
Net Deferred Tax Asset | $ 453 | $ 85 |
INCOME TAXES (Liabilities for U
INCOME TAXES (Liabilities for Uncertain tax Positions) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized Tax Benefits, Beginning Balance | $ 54 | |
Gross increase for tax positions of prior years | $ 54 | |
Settlements | $ (54) | |
Unrecognized Tax Benefits, Ending Balance | $ 54 |
SEGMENT INFORMATION (Narrative)
SEGMENT INFORMATION (Narrative) (Details) - segment | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of reportable segments | 1 | |
Assets, Total [Member] | Real Estate Brokerage Segment [Member] | ||
Concentration risk percentage | 98.90% | 95.80% |
Sales Revenue, Net [Member] | Real Estate Brokerage Segment [Member] | ||
Concentration risk percentage | 99.60% | 99.90% |
Non Domestic [Member] | Assets, Total [Member] | ||
Concentration risk percentage | 7.00% | 2.00% |
Non Domestic [Member] | Sales Revenue, Net [Member] | ||
Concentration risk percentage | 5.00% | 2.00% |
RELATED PARTY TRANSACTIONS (Nar
RELATED PARTY TRANSACTIONS (Narrative) (Details) - USD ($) $ in Millions | Dec. 04, 2020 | Nov. 04, 2020 | Dec. 31, 2020 |
Success Enterprises LLC | |||
Business acquisition, name of acquired entity | Success Enterprises LLC | ||
Business acquisition, effective date of acquisition | Dec. 4, 2020 | ||
Business acquisition, description of acquired entity | Company acquired the equity ownership interests in Success Enterprises LLC (“Success”) and its related media properties, including SUCCESS® print magazine, SUCCESS.com, SUCCESS® newsletters, podcasts, digital training courses and affiliated social media accounts across platforms (the “Success Acquisition”). | ||
Sanford Enterprises [Member] | Success Enterprises LLC | |||
Cash paid for acquisition | $ 8 | ||
Sanford Enterprises [Member] | Success Enterprises LLC | |||
Business acquisition, effective date of acquisition | Dec. 4, 2020 | ||
Cash paid for acquisition | $ 8 |
DEFINED CONTRIBUTION SAVINGS _2
DEFINED CONTRIBUTION SAVINGS PLAN (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
DEFINED CONTRIBUTION SAVINGS PLAN | |||
Defined contribution plan, description | During 2018, the Company established a defined contribution savings plan to provide eligible employees with a retirement benefit that permits eligible employees the opportunity to actively participate in the process of building a personal retirement fund. The Company sponsors the defined contribution savings plan. In 2019, the Company began matching a portion of contributions made by participating employees. | ||
Defined contribution plan, cost | $ 1,189,000 | $ 654,000 | $ 0 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) $ in Millions | Mar. 02, 2021USD ($) |
Subsequent Event | |
Principal payments of notes payable | $ 1.7 |
SELECTED QUARTERLY DATA (UNAU_3
SELECTED QUARTERLY DATA (UNAUDITED) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Selected Quarterly Financial Information [Abstract] | ||||||||||||||
Revenue | $ 609,322 | $ 564,017 | $ 353,525 | $ 271,421 | $ 274,019 | $ 282,179 | $ 266,705 | $ 157,034 | $ 1,798,285 | $ 979,937 | $ 500,148 | |||
Commissions and other agent-related costs | 558,935 | 517,169 | 319,164 | 243,406 | 249,612 | 259,141 | 244,587 | 142,542 | 1,638,674 | 895,882 | 459,716 | |||
Net income (loss) | $ 7,696 | $ 14,918 | $ 8,235 | $ 141 | $ 781 | $ (1,847) | $ (2,195) | $ (6,296) | $ 30,990 | $ (9,557) | $ (22,430) | |||
Earnings (loss) per share | ||||||||||||||
Earnings (loss) per share - Basic | $ 0.05 | $ 0.10 | $ 0.06 | $ 0 | $ 0.01 | $ (0.01) | $ (0.02) | $ (0.05) | $ 0.22 | [1] | $ (0.08) | [1] | $ (0.19) | [1] |
Earnings (loss) per share - Diluted | $ 0.05 | $ 0.10 | $ 0.06 | $ 0 | $ 0.01 | $ (0.01) | $ (0.02) | $ (0.05) | $ 0.21 | [1] | $ (0.08) | [1] | $ (0.19) | [1] |
Weighted average shares outstanding - Basic | 143,026,018 | 140,754,887 | 137,267,291 | 133,241,235 | 131,907,796 | 127,667,358 | 123,607,064 | 121,686,468 | 138,572,358 | [1] | 126,256,407 | [1] | 115,379,840 | [1] |
Weighted average shares outstanding - Diluted | 156,543,876 | 153,548,236 | 147,078,181 | 144,647,818 | 131,907,796 | 127,667,358 | 123,607,064 | 121,686,468 | 151,550,075 | [1] | 126,256,407 | [1] | 115,379,840 | [1] |
As previously reported | ||||||||||||||
Earnings (loss) per share | ||||||||||||||
Earnings (loss) per share - Basic | $ (0.15) | $ (0.39) | ||||||||||||
Earnings (loss) per share - Diluted | $ (0.15) | $ (0.39) | ||||||||||||
Weighted average shares outstanding - Basic | 62,585,555 | 57,689,920 | ||||||||||||
Weighted average shares outstanding - Diluted | 62,585,555 | 57,689,920 | ||||||||||||
Adjustment | ||||||||||||||
Earnings (loss) per share | ||||||||||||||
Earnings (loss) per share - Basic | $ 0.07 | $ 0.20 | ||||||||||||
Earnings (loss) per share - Diluted | $ 0.07 | $ 0.20 | ||||||||||||
Weighted average shares outstanding - Basic | 63,670,852 | 57,689,920 | ||||||||||||
Weighted average shares outstanding - Diluted | 63,670,852 | 57,689,920 | ||||||||||||
[1] | All applicable period amounts have been adjusted to reflect the two -for-one stock split effected in the form of a stock dividend in February 2021. See Note 1 – Description of Business and Basis of Presentation for details. |