AGNT, Inc. 10-K

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ Page Reports of Independent Registered Public Accounting Firms (PCAOB ID No. 34 ) 37 Consolidated Balance Sheets 39 Consolidated Statements of Comprehensive Income (Loss) 40 Consolidated Statements of Stockholders’ Equity 41 Consolidated Statements of Cash Flows 42 Notes to Consolidated Financial Statements 43 ​ ​ ​ 36 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of eXp World Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of eXp World Holdings, Inc. and subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of comprehensive income (loss), equity, and cash flows, for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ Critical Audit Matter ​ The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. ​ Commissions and Other Agent-Related Costs – Revenue Share expenses – Refer to Note 2 to the financial statements ​ Critical Audit Matter Description ​ The Company has a revenue sharing plan where agents and brokers may receive a commission 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 Front-Line Qualifying Active agents they have attracted to the Company. A Front-Line Qualifying Active agent is an agent or broker that an agent or broker has personally attracted to the Company who has met specific sales transaction volume requirements. For the year ended December 31, 2021, the Company incurred $3.5 billion of commissions and other agent-related costs, which includes commissions paid to agents and brokers under the revenue sharing plan. ​ We identified the revenue sharing plan as a critical audit matter because the plan has a complex multi-tiered compensation structure involving highly automated system calculations to determine the commissions paid to agents and brokers. This required an increased extent of audit effort to audit and evaluate the accuracy of commissions paid under the revenue share plan. 37 ​ How the Critical Audit Matter Was Addressed in the Audit ​ Our audit procedures performed related to the testing of the accuracy of expenses under the revenue sharing plan included the following, among others: ​ ● We tested the effectiveness of controls over the revenue share expenses, including management’s controls over the calculation of commission under the revenue sharing plan. ● With the assistance of our IT specialists, we: o Identified the significant system used to process revenue share transactions and tested the general IT controls over the system, including testing of user access controls, change management controls, and IT operations controls. o Performed testing of automated controls for the system calculation of revenue share and the system determination of number of Front-Line Qualifying Active agents. ● We selected samples of commissions paid to agents and brokers under the revenue sharing plan and recalculated the commissions amount based on the terms of the respective independent contractor agreements. ● For the samples selected: o We tested the mathematical accuracy of the recorded commission by recalculating the revenue sharing allocation in accordance with the independent contractor agreements and traced the underlying transactions to third party documents including settlement statements, purchase agreements and bank statements. o We tested the accuracy of the Front-Line Qualifying Agent count for agents and brokers by reading independent contractor agreements and obtained evidence of agents and brokers reaching the required sales transaction volume, including settlement statements. ​ /s/ Deloitte & Touche LLP ​ San Francisco, California ​ February 25, 2022 ​ We have served as the Company's auditor since 2019. ​ ​ 38 ​ EXP WORLD HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share amounts) ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ December 31, 2020 ASSETS ​ ​ ​ ​ CURRENT ASSETS ​ ​ ​ ​ Cash and cash equivalents ​ $ 108,237 ​ $ 100,143 Restricted cash ​ 67,673 ​ 27,781 Accounts receivable, net of allowance for credit losses of $ 2,198 and $ 1,879 , respectively ​ 133,489 ​ 76,951 Prepaids and other assets ​ 9,916 ​ 7,350 TOTAL CURRENT ASSETS ​ 319,315 ​ 212,225 Property, plant, and equipment, net ​ 15,902 ​ 7,848 Operating lease right-of-use assets ​ 2,482 ​ 819 Other noncurrent assets ​ 2,827 ​ - Intangible assets, net ​ 7,528 ​ 8,350 Deferred tax assets ​ 52,827 ​ - Goodwill ​ 12,945 ​ 12,945 TOTAL ASSETS ​ $ 413,826 ​ $ 242,187 ​ ​ ​ ​ ​ LIABILITIES AND EQUITY ​ ​ ​ ​ CURRENT LIABILITIES ​ ​ ​ ​ Accounts payable ​ $ 7,158 ​ $ 3,957 Customer deposits ​ 67,673 ​ 27,781 Accrued expenses ​ 111,672 ​ 62,750 Current portion of long-term payable ​ - ​ 1,416 Current portion of lease obligation - operating lease ​ 311 ​ 746 TOTAL CURRENT LIABILITIES ​ 186,814 ​ 96,650 Long-term payable, net of current portion ​ 2,714 ​ 2,876 Long-term lease obligation - operating lease, net of current portion ​ 765 ​ 74 TOTAL LIABILITIES ​ 190,293 ​ 99,600 ​ ​ ​ ​ ​ EQUITY ​ ​ ​ ​ Common Stock, $ 0.00001 par value 900,000,000 shares authorized; 155,516,284 issued and 148,764,592 outstanding in 2021; 146,677,786 issued and 144,143,292 outstanding in 2020 ​ 1 ​ 1 Additional paid-in capital ​ 401,479 ​ 218,492 Treasury stock, at cost: 6,751,692 and 2,534,494 shares held, respectively ​ ( 210,009 ) ​ ( 37,994 ) Accumulated earnings (deficit) ​ 30,510 ​ ( 39,162 ) Accumulated other comprehensive income ​ 188 ​ 247 Total eXp World Holdings, Inc. stockholders' equity ​ 222,169 ​ 141,584 Equity attributable to noncontrolling interest ​ 1,364 ​ 1,003 TOTAL EQUITY ​ 223,533 ​ 142,587 TOTAL LIABILITIES AND EQUITY ​ $ 413,826 ​ $ 242,187 ​ ​ ​ ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 39 EXP WORLD HOLDINGS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands, except share amounts and per share data) ​ ​ ​ ​ ​ ​ 　 ​ ​ Year Ended December 31, ​ ​ 2021 ​ 2020 2019 Revenues ​ $ 3,771,170 ​ $ 1,798,285 $ 979,937 Operating expenses ​ ​ ​ ​ ​ Commissions and other agent-related costs ​ 3,475,139 ​ 1,638,674 895,882 General and administrative expenses ​ 249,699 ​ 122,801 89,035 Sales and marketing expenses ​ 12,180 ​ 5,223 3,799 Total operating expenses ​ 3,737,018 ​ 1,766,698 988,716 Operating income (loss) ​ 34,152 ​ 31,587 ( 8,779 ) Other expense ​ ​ ​ ​ ​ Other expense, net ​ 292 ​ 133 247 Equity in losses of unconsolidated affiliates ​ 188 ​ 51 34 Total other expense, net ​ 480 ​ 184 281 Income (loss) before income tax expense ​ 33,672 ​ 31,403 ( 9,060 ) Income tax (benefit) expense ​ ( 47,487 ) ​ 413 497 Net income (loss) ​ 81,159 ​ 30,990 ( 9,557 ) Net loss attributable to noncontrolling interest ​ 61 ​ 141 29 Net income (loss) attributable to eXp World Holdings, Inc. ​ $ 81,220 ​ $ 31,131 ($ 9,528 ) ​ ​ ​ ​ ​ ​ Earnings per share (1) ​ ​ ​ ​ ​ Basic ​ $ 0.56 ​ $ 0.22 ($ 0.08 ) Diluted ​ $ 0.51 ​ $ 0.21 ($ 0.08 ) Weighted average shares outstanding (1) ​ ​ ​ ​ ​ Basic ​ 146,170,871 ​ 138,572,358 126,256,407 Diluted ​ 157,729,374 ​ 151,550,075 126,256,407 ​ ​ ​ ​ ​ ​ Comprehensive income: ​ ​ ​ ​ ​ Net income (loss) ​ $ 81,159 ​ $ 30,990 ($ 9,557 ) Comprehensive loss attributable to noncontrolling interests ​ 61 ​ 141 29 Net income (loss) attributable to eXp World Holdings, Inc. ​ 81,220 ​ 31,131 ( 9,528 ) Other comprehensive income: ​ ​ ​ ​ ​ Foreign currency translation (loss) gain, net of tax ​ ( 59 ) ​ 47 211 Comprehensive income (loss) attributable to eXp World Holdings, Inc. ​ $ 81,161 ​ $ 31,178 ($ 9,317 ) ​ ​ ​ ​ ​ ​ (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. The accompanying notes are an integral part of these consolidated financial statements. ​ ​ 40 EXP WORLD HOLDINGS, INC. CONSOLIDATED STATEMENTS OF EQUITY (In thousands) ​ ​ ​ ​ ​ ​ ​ 　 ​ ​ Year Ended December 31, ​ ​ 2021 ​ 2020 ​ 2019 Common stock: ​ ​ ​ ​ ​ ​ Balance, beginning of year ​ $ 1 ​ $ 1 ​ $ 1 Balance, end of period ​ 1 ​ 1 ​ 1 Treasury stock: ​ ​ ​ ​ ​ ​ Balance, beginning of period ​ ( 37,994 ) ​ ( 8,623 ) ​ - Repurchases of common stock ​ ( 172,015 ) ​ ( 29,371 ) ​ ( 27,056 ) Retirement of treasury stock ​ ​ ​ - ​ 18,433 Balance, end of period ​ ( 210,009 ) ​ ( 37,994 ) ​ ( 8,623 ) Additional paid-in capital: ​ ​ ​ ​ ​ ​ Balance, beginning of period ​ 218,492 ​ 130,683 ​ 90,756 Shares issued for stock options exercised ​ 3,620 ​ 6,946 ​ 2,298 Agent growth incentive stock compensation ​ 21,828 ​ 13,094 ​ 13,209 Agent equity stock compensation ​ 144,437 ​ 60,968 ​ 37,768 Stock option compensation ​ 13,102 ​ 6,801 ​ 5,085 Retirement of treasury stock ​ - ​ - ​ ( 18,433 ) Balance, end of period ​ 401,479 ​ 218,492 ​ 130,683 Accumulated earnings (deficit): ​ ​ ​ ​ ​ ​ Balance, beginning of period ​ ( 39,162 ) ​ ( 70,293 ) ​ ( 60,765 ) Net income (loss) ​ 81,220 ​ 31,131 ​ ( 9,528 ) Dividends declared and paid ​ ( 11,548 ) ​ - ​ - Balance, end of period ​ 30,510 ​ ( 39,162 ) ​ ( 70,293 ) Accumulated other comprehensive income: ​ ​ ​ ​ ​ ​ Balance, beginning of period ​ 247 ​ 200 ​ ( 12 ) Foreign currency translation loss ​ ( 59 ) ​ 47 ​ 212 Balance, end of period ​ 188 ​ 247 ​ 200 Noncontrolling interest: ​ ​ ​ ​ ​ ​ Balance, beginning of period ​ 1,003 ​ 160 ​ - Net loss ​ ( 61 ) ​ ( 141 ) ​ ( 29 ) Stock compensation ​ 403 ​ 451 ​ - Contributions by noncontrolling interests ​ 19 ​ 533 ​ 189 Balance, end of period ​ 1,364 ​ 1,003 ​ 160 Total equity ​ $ 223,533 ​ $ 142,587 ​ $ 52,128 The accompanying notes are an integral part of these consolidated financial statements. ​ ​ ​ 41 EXP WORLD HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 ​ 2020 ​ 2019 OPERATING ACTIVITIES ​ ​ ​ ​ ​ ​ Net income (loss) ​ $ 81,159 ​ $ 30,990 ​ ($ 9,557 ) Reconciliation of net income to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ Depreciation expense ​ 4,974 ​ 3,360 ​ 2,057 Amortization expense - intangible assets ​ 1,274 ​ 629 ​ 327 Amortization expense - long-term payable ​ 94 ​ 157 ​ 140 Asset impairments ​ - ​ 225 ​ - Allowance for credit losses on receivables ​ 319 ​ 1,742 ​ ( 137 ) Equity in loss of unconsolidated affiliates ​ 188 ​ 51 ​ 34 Agent growth incentive stock compensation expense ​ 24,493 ​ 15,239 ​ 13,959 Stock option compensation ​ 13,102 ​ 6,801 ​ 5,085 Agent equity stock compensation expense ​ 144,437 ​ 60,968 ​ 37,768 Deferred income taxes ​ ( 52,827 ) ​ - ​ - Changes in operating assets and liabilities: ​ ​ ​ ​ ​ ​ Accounts receivable ​ ( 56,857 ) ​ ( 50,193 ) ​ ( 10,626 ) Prepaids and other assets ​ ( 2,623 ) ​ ( 3,534 ) ​ ( 1,696 ) Customer deposits ​ 39,892 ​ 20,794 ​ 4,421 Accounts payable ​ 3,173 ​ 1,364 ​ 1,413 Accrued expenses ​ 46,673 ​ 30,017 ​ 11,302 Long-term payable ​ 828 ​ 1,048 ​ 697 Other operating activities ​ ( 1,407 ) ​ 1 ​ ( 1 ) NET CASH PROVIDED BY OPERATING ACTIVITIES ​ 246,892 ​ 119,659 ​ 55,186 INVESTING ACTIVITIES ​ ​ ​ ​ ​ ​ Purchases of property, plant and equipment ​ ( 13,423 ) ​ ( 6,436 ) ​ ( 5,000 ) Acquisition of businesses ​ ( 2,500 ) ​ ( 10,502 ) ​ ( 1,500 ) Intangible assets acquired ​ - ​ - ​ ( 140 ) Investments in unconsolidated affiliates ​ ( 3,000 ) ​ ( 25 ) ​ ( 50 ) NET CASH (USED IN) INVESTING ACTIVITIES ​ ( 18,923 ) ​ ( 16,963 ) ​ ( 6,690 ) FINANCING ACTIVITIES ​ ​ ​ ​ ​ ​ Repurchase of common stock ​ ( 172,015 ) ​ ( 29,371 ) ​ ( 27,056 ) Proceeds from exercise of options ​ 3,620 ​ 6,946 ​ 2,298 Transactions with noncontrolling interests ​ 19 ​ 532 ​ 189 Dividends declared and paid ​ ( 11,548 ) ​ - ​ - NET CASH (USED IN) FINANCING ACTIVITIES ​ ( 179,924 ) ​ ( 21,893 ) ​ ( 24,569 ) Effect of changes in exchange rates on cash, cash equivalents and restricted cash ​ ( 59 ) ​ 47 ​ 106 Net change in cash, cash equivalents and restricted cash ​ 47,986 ​ 80,850 ​ 24,033 Cash, cash equivalents and restricted cash, beginning balance ​ 127,924 ​ 47,074 ​ 23,041 CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE ​ $ 175,910 ​ $ 127,924 ​ $ 47,074 ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION: ​ ​ ​ ​ ​ ​ Cash paid for income taxes ​ $ 1,331 ​ $ 754 ​ $ 130 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: ​ ​ ​ ​ ​ ​ Termination of lease liabilities ​ $ 375 ​ $ 204 ​ $ - Retirement of treasury stock ​ - ​ - ​ 18,433 Lease liabilities arising from obtaining right-of-use assets ​ 2,370 ​ 138 ​ 1,524 Intangible assets in accounts payable ​ - ​ - ​ 70 Property, plant and equipment purchases in accounts payable ​ 174 ​ 117 ​ 93 Liabilities incurred associated with a business acquisition ​ - ​ 1,500 ​ - Liabilities assumed in business acquisition ​ - ​ 140 ​ - The accompanying notes are an integral part of these consolidated financial statements. 42 eXp World Holdings, Inc. Notes to Consolidated Financial Statements (Amounts in thousands, except share and per share amounts, unless otherwise noted) 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. The Company expanded its business into Australia and the United Kingdom in 2019, and into South Africa, India, Mexico, Portugal and France, during 2020 and into Puerto Rico, Brazil, Italy, Hong Kong, Colombia, Spain, Israel, Panama and Germany in 2021. 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 2019: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ 2019 ​ ​ As Previously Reported ​ Impact of Stock Split ​ Revised Weighted average shares outstanding ​ ​ ​ ​ ​ ​ Basic ​ 62,585,555 ​ 63,670,852 ​ 126,256,407 Diluted ​ 62,585,555 ​ 63,670,852 ​ 126,256,407 Earnings (loss) per share ​ ​ ​ ​ ​ ​ Basic ​ ( 0.15 ) ​ 0.07 ​ ( 0.08 ) Diluted ​ ( 0.15 ) ​ 0.07 ​ ( 0.08 ) ​ 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 2019: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ 2019 ​ ​ As Previously Reported ​ Impact of Stock Split ​ Revised Common stock: ​ ​ ​ ​ ​ ​ Balance, beginning of year ​ 60,609,102 ​ 60,609,102 ​ 121,218,204 Retirement of common stock ​ ( 1,818,273 ) ​ ( 1,818,273 ) ​ ( 3,636,546 ) Shares issued for acquisition ​ - ​ - ​ - Shares issued for stock options exercised ​ 2,261,122 ​ 2,261,122 ​ 4,522,244 Agent growth incentive stock compensation ​ 1,345,754 ​ 1,345,754 ​ 2,691,508 Agent equity stock compensation ​ 3,801,603 ​ 3,801,603 ​ 7,603,206 Balance, end of year ​ 66,199,308 ​ 66,199,308 ​ 132,398,616 Common stock, par value (1) ​ $ 1 ​ $ - ​ $ 1 ​ ​ ​ ​ ​ ​ ​ (1) The par value of common stock changed by less than one thousand dollars and shows no impact due to rounding. 43 Stock awards under the Company’s equity incentive program for agents 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation The accompanying consolidated financial statements include the accounts of eXp World Holdings, Inc., its wholly-owned subsidiaries, and entities in which we have a variable interest of which we are the primary beneficiary. If the Company has a variable interest in an entity but it is not the primary beneficiary of the entity or exercises control over the operations and has less than 50% ownership, it will use the equity or cost method of accounting for investments. Entities in which the Company has less than a 20% investment and where the Company does not exercise significant influence are accounted for under the cost method. Intercompany transactions and balances are eliminated upon consolidation. Variable interest entities and noncontrolling interests A company is deemed to be the primary beneficiary of a VIE and must consolidate the entity if the company has both: (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. 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, 2021, First Cloud’s operations have ceased and are not material to the Company’s financial position or results of operations. Joint ventures A joint venture is a contractual arrangement whereby the Company and other parties undertake an economic activity through a jointly controlled entity. Joint control exists when strategic, financial, and operating policy decisions relating to the activities require the 44 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. In July 2021, the Company entered into a joint venture with Kind Partners, LLC, a subsidiary of Kind Lending, LLC, forming SUCCESS Lending, LLC (“SUCCESS Lending”), a residential mortgage service company. Neither of these joint venture investments are consolidated and the Company recognizes its share of income and expenses and equity movement in the joint ventures in proportion to their percentage of ownership. As of December 31, 2021, Silverline and SUCCESS Lending’s operations are not material to the Company’s financial position or results of operations. Use of estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for credit losses, legal contingencies, income taxes, revenue recognition, stock-based compensation, goodwill, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. Reclassifications When necessary, the Company will reclassify certain amounts in prior-period financial statements to conform to the current period’s presentation. No material reclassifications occurred during the current period. Cash and cash equivalents Cash and cash equivalents include cash on hand, money market instruments, and all other highly liquid investments purchased with an original or remaining maturity of three months or less at the date of acquisition. Restricted cash Restricted cash consists of cash held in escrow by the Company’s brokers and agents on behalf of real estate buyers. The Company recognizes a corresponding customer deposit liability until the funds are released. Once the cash is transferred from escrow, the Company reduces the respective customers’ deposit liability. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheet that sum to the total of the same such amounts shown on the statement of cash flows. ​ ​ ​ ​ ​ ​ ​ December 31, 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, beginning balance ​ $ 127,924 ​ $ 47,074 ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Cash and cash equivalents ​ $ 108,237 ​ $ 100,143 Restricted cash ​ 67,673 ​ 27,781 Total cash, cash equivalents, and restricted cash, ending balance ​ $ 175,910 ​ $ 127,924 ​ ​ ​ ​ ​ ​ 45 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, 2021 and 2020, receivables from real estate property settlements totaled $ 128,499 and $ 73,838 , respectively. As of December 31, 2021, agent non-commission based fees receivable and short-term advances totaled $ 7,188 , of which the Company recognized expected credit losses of $ 2,198 . As of December 31, 2020, agent non-commission based fees receivable and short-term advances totaled $ 4,992 , of which the Company recognized allowance for doubtful accounts of $ 1,879 . Foreign currency translation The Company’s functional and reporting currency is the United States dollar and the functional currency of the Company’s foreign subsidiaries is the local currency of their country of domicile. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the consolidated statements of operations in other (income) expense, net. The Company does not employ a hedging strategy to manage the impact of foreign currency fluctuations. Fixed assets Fixed assets are stated at historical cost and are depreciated on the straight-line method over the estimated useful lives. Useful lives are: Computer hardware and software: 3 to 5 years 46 Furniture, fixtures and equipment: 5 to 7 years 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 reporting unit is less than its carrying amount. Generally, this evaluation begins with a qualitative assessment to determine if the fair value of the reporting unit is more likely than not less than its carrying value. The test for impairment requires management to make judgments relating to future cash flows, growth rates and economic and market conditions. In addition to the annual impairment evaluation, the Company evaluates at least quarterly whether events or circumstances have occurred in the period subsequent to the annual impairment testing which indicate that it is more likely than not an impairment loss has occurred. The Company did no t recognize any impairments for either of the years ended December 31, 2021 and 2020. Intangible assets The Company’s intangible assets are finite lived and consist primarily of trade name, technology and customer relationships. Each intangible asset is amortized on a straight-line basis over its useful life, ranging from 3 to 10 years . The Company evaluates its intangible assets for recoverability and potential impairment, or as events or changes in circumstances indicate the carrying value may be impaired. 47 The Company recognized no impairment for the year ended December 31, 2021. The Company recognized and impairment of $ 225 for the year ended December 31, 2020. 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 10 – Stockholders’ Equity. The Company accounts for stock-based compensation granted to employees and non-employees using a fair value method. Stock-based compensation awards are measured at the grant date fair value and are recognized over the requisite service period of the awards, usually the vesting period, on a straight-line basis, net of forfeitures. The Company reduces stock-based compensation for forfeitures when they occur. Recognition of compensation cost for an award with a performance condition is based on the probable outcome of that performance condition being met. Revenue recognition The Company generates substantially all of its revenue from real estate brokerage services and generates a de minimis portion of its revenues from software subscription and professional services. 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. The Company estimates and accrues revenue to which it is entitled to for closed transactions but has yet to receive all the necessary closing documents. Revenue is derived from assisting home buyers and sellers in listing, marketing, selling, and finding residential real estate. Commissions earned on real estate transactions are recognized at the completion of a residential real estate transaction once the Company has satisfied the performance obligation. Agent related fees charged by the Company are recorded as a reduction to commissions and other agent related costs. 48 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 14 – 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, 2021, 2020 and 2019, the Company incurred advertising and marketing expenses of $ 12,180 , $ 5,223 and $ 3,799 , respectively. Income taxes The Company records income taxes using the asset and liability method. Under this method, deferred income tax assets and liabilities are recorded based on the estimated future tax effects of differences between the financial statement and income tax basis of existing assets and liabilities. These differences are measured using the enacted statutory tax rates that are expected to apply to taxable income for the years in which differences are expected to reverse. The Company recognizes the effect on deferred income taxes of a change in tax rates in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions on the basis of a two-step process whereby: (i) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. Comprehensive income (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 49 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 11 – Earnings (Loss) Per Share for details related to the calculations of basic and diluted earnings per share. Recently adopted accounting principles In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12 – Income Taxes (Topic 740) (“ASU 2019-12”). ASU 2019-12 removes certain exceptions for investments, intraperiod allocations and interim calculations and adds guidance to reduce complexity in accounting for income taxes. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020; early adoption is permitted. The adoption of ASU 2019-12 had no material impact on the Company’s condensed consolidated financial statements and related disclosures. Recently issued accounting pronouncements In November 2021, the FASB issued ASU 2021-08 – Business Combinations (Topic 805). ASU 2021-08 addresses diversity and inconsistencies related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination. The amendments in this Update require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. This update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments in this update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company has reviewed the amendments of ASU 2021-08 and will apply the guidance as needed. 3. ACQUISITIONS No business combinations were executed during the year ended December 31, 2021. 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. 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 50 completed the acquisition of SUCCESS from Sanford Enterprises, LLC for cash consideration of $ 8.0 million using cash on hand. Refer to Note 15 – 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 ​ 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, 2021 and 2020, the fair value of the Company’s money market funds was $ 43,386 and $ 53,380 , 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. 5. PREPAIDS AND OTHER ASSETS Prepaids and other assets consisted of the following: ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Prepaid expenses ​ $ 5,834 ​ $ 2,489 Prepaid insurance ​ 3,465 ​ 2,318 Rent deposits ​ 136 ​ 123 Other assets (includes inventory) ​ 481 ​ 2,420 Total prepaid expenses ​ $ 9,916 ​ $ 7,350 6. ​ 6. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consisted of the following: ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ December 31, 2020 Computer hardware and software ​ $ 20,824 ​ $ 13,828 Furniture, fixture, and equipment ​ 26 ​ 20 Total depreciable property and equipment ​ 20,850 ​ 13,848 Less: accumulated depreciation ​ ( 11,711 ) ​ ( 6,738 ) Depreciable property, net ​ 9,139 ​ 7,110 Assets under development ​ 6,763 ​ 738 Property, plant, and equipment, net ​ $ 15,902 ​ $ 7,848 ​ ​ ​ ​ ​ ​ For the years ended December 31, 2021, 2020 and 2019, depreciation expense was $ 4,974 , $ 3,360 , and $ 2,057 , respectively. 51 7. GOODWILL AND INTANGIBLE ASSETS Changes in the carrying amount of goodwill were: ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 Goodwill ​ $ 12,945 ​ $ 8,248 Acquisitions ​ - ​ 4,697 Total goodwill ​ $ 12,945 ​ $ 12,945 ​ 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, 2021 ​ December 31, 2020 ​ ​ Gross ​ Accumulated ​ Net Carrying ​ Gross ​ Accumulated ​ Net Carrying ​ Amount Amortization Amount ​ Amount Amortization Amount Trade name $ 2,868 ($ 554 ) $ 2,314 ​ $ 2,868 ($ 267 ) $ 2,601 Existing technology ​ 1,846 ​ ( 1,102 ) ​ 744 ​ 1,396 ​ ( 415 ) ​ 981 Non-competition agreements ​ 125 ​ ( 125 ) ​ - ​ 125 ​ ( 87 ) ​ 38 Customer relationships ​ 1,895 ​ ( 361 ) ​ 1,534 ​ 1,895 ​ ( 170 ) ​ 1,725 Licensing agreement ​ 210 ​ ( 110 ) ​ 100 ​ 210 ​ ( 41 ) ​ 169 Intellectual property ​ 2,836 ​ - ​ 2,836 ​ 2,836 ​ - ​ 2,836 Total intangible assets $ 9,780 ($ 2,252 ) $ 7,528 ​ $ 9,330 ($ 980 ) $ 8,350 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, 2021, 2020 and 2019, amortization expense for definite-lived intangible assets was $ 1,274 , $ 629 , and $ 327 , respectively. As of December 31, 2021, expected amortization related to definite-lived intangible assets will be: ​ ​ ​ Expected amortization 2022 1,276 2023 ​ 1,024 2024 ​ 729 2025 and thereafter ​ 4,499 Total $ 7,528 ​ ​ ​ 8. ​ ​ 8. ACCRUED EXPENSES Accrued expenses consisted of the following: ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ December 31, 2020 Commissions payable ​ $ 81,563 ​ $ 50,484 Payroll payable ​ 5,642 ​ 6,354 Taxes payable ​ 2,553 ​ 1,008 Stock liability awards ​ 4,341 ​ 2,093 Other accrued expenses ​ 17,573 ​ 2,811 ​ ​ $ 111,672 ​ $ 62,750 9. ​ ​ 52 9. LEASES Operating leases The Company’s lease portfolio consists of office leases with lease terms ranging from less than one year to six years , with the weighted average lease term being six 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, 2021, maturities of the operating lease liabilities by fiscal year were as follows: ​ ​ ​ ​ Year Ending December 31, ​ ​ 2022 ​ 266 2023 ​ 159 2024 ​ 90 2025 ​ 90 2026 and thereafter ​ 495 Total lease payments ​ 1,100 Less: interest ​ ( 24 ) Total operating lease liabilities $ 1,076 ​ Included below is other information regarding leases for the year ended December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 ​ 2020 Other information ​ ​ ​ ​ Operating lease expense ​ $ 448 ​ $ 276 Short-term lease expense ​ 70 ​ 16 Cash paid for operating leases ​ 1,828 ​ 274 Weighted-average remaining lease term (years) – operating leases (1) ​ 7.0 ​ 3.8 Weighted-average discount rate – operating leases ​ 5.043 % ​ 4.481 % (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). 53 10. STOCKHOLDERS’ EQUITY Common Stock – As of December 31, 2021, our amended and restated certificate of incorporation authorized us to issue 900,000,000 shares of common stock with a par value of $ 0.00001 per share. The following table represents a reconciliation of the Company’s common stock for the periods presented, adjusted to give effect to the Stock Split: ​ ​ ​ ​ ​ ​ ​ ​ 　 ​ ​ Year Ended December 31, (Shares of Common Stock) ​ 2021 ​ 2020 ​ 2019 Common stock: ​ ​ ​ ​ ​ ​ Balance, beginning of year ​ 146,677,786 ​ 132,398,616 ​ 121,218,204 Retirement of common stock ​ - ​ - ​ ( 3,636,546 ) Shares issued for stock options exercised ​ 3,155,170 ​ 6,538,628 ​ 4,522,244 Agent growth incentive stock compensation ​ 2,037,942 ​ 1,978,072 ​ 2,691,508 Agent equity stock compensation ​ 3,645,386 ​ 5,762,470 ​ 7,603,206 Balance, end of year ​ 155,516,284 ​ 146,677,786 ​ 132,398,616 ​ ​ ​ ​ ​ ​ ​ ​ 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, 2021, 2020 and 2019, the Company issued 3,645,386 , 5,762,470 , and 7,603,206 shares of common stock, respectively, to agents and brokers for $ 144,437 , $ 60,968 , and $ 37,768 , 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, 2021, 2020 and 2019, the Company’s stock compensation attributable to the AGIP was $ 24,493 , $ 15,239 , and $ 13,959 , respectively. The total amount of stock compensation attributable to liability classified awards was $ 4,977 , $ 3,246 , and $ 901 for the years ended December 31, 2021, 2020 and 2019, respectively. 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, 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 Stock grant liability increase year to date ​ 4,977 Stock grants reclassified from liability to equity year to date ​ ( 2,729 ) Balance, December 31, 2021 ​ $ 4,341 ​ 54 As of December 31, 2021, the Company had 5,158,639 unvested common stock awards and unrecognized compensation costs totaling $ 46,862 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 2.22 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, 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 Granted ​ 1,267,270 ​ 40.87 Vested and issued ​ ( 2,062,212 ) ​ 7.54 Forfeited ​ ( 580,794 ) ​ 13.84 Balance, December 31, 2021 ​ 5,174,654 ​ $ 13.92 ​ ​ ​ ​ ​ ​ 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 ​ 2020 ​ 2019 Expected term ​ 5 - 6 years ​ 5 - 6 years ​ 5 - 6.25 years Expected volatility ​ 68.85 % - 86.33 % ​ 69.01 % - 116.16 % ​ 91.04 % - 127.93 % Risk-free interest rate ​ 0.44 % - 1.33 % ​ 0.21 % - 1.58 % ​ 1.48 % - 2.70 % 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, 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 Granted ​ 495,996 ​ 41.82 ​ - ​ 9.47 Exercised ​ ( 3,155,170 ) ​ 1.17 ​ 34.97 ​ - Forfeited ​ ( 153,224 ) ​ 22.79 ​ 22.85 ​ - Balance, December 31, 2021 ​ 7,038,660 ​ $ 8.70 ​ $ 25.45 ​ 6.26 Exercisable at December 31, 2021 ​ 3,878,723 ​ $ 4.84 ​ $ 28.96 ​ 4.54 Vested at December 31, 2021 ​ 3,878,723 ​ $ 4.84 ​ $ 28.96 ​ 4.54 ​ ​ ​ ​ ​ ​ ​ ​ ​ Range of stock option exercise prices at December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ $ 0.01 - $ 5.00 (average remaining life - 3.71 years) ​ 6,085,036 ​ $ 5.16 ​ ​ ​ ​ $ 5.01 - $ 15.00 (average remaining life - 8.98 years) ​ 506,196 ​ $ 22.76 ​ ​ ​ ​ $ 15.01 - $ 30.00 (average remaining life - 9.78 years) ​ 447,428 ​ $ 40.84 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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, 2021, unrecognized compensation cost associated with the Company’s outstanding stock options was $ 26,699 , which is expected to be recognized over a weighted-average period of approximately 1.17 years. 55 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, (Shares of Treasury Stock) ​ 2021 ​ 2020 ​ 2019 Treasury stock: ​ ​ ​ ​ ​ ​ Balance, beginning of year ​ 2,534,494 ​ 925,364 ​ - Repurchases of common stock ​ 4,217,198 ​ 1,609,130 ​ 2,743,637 Retirement of treasury stock ​ - ​ - ​ ( 1,818,273 ) Balance, end of year ​ 6,751,692 ​ 2,534,494 ​ 925,364 ​ ​ ​ ​ ​ ​ ​ ​ ​ 11. 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 was paid 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, ​ ​ 2021 2020 2019 Numerator: ​ ​ ​ ​ ​ ​ Net income (loss) attributable to common stock ​ $ 81,220 ​ $ 31,131 ​ ($ 9,528 ) Denominator: ​ ​ ​ ​ ​ ​ Weighted average shares - basic ​ 146,170,871 ​ 138,572,358 ​ 126,256,407 Dilutive effect of common stock equivalents ​ 11,558,503 ​ 12,977,717 ​ - Weighted average shares - diluted ​ 157,729,374 ​ 151,550,075 ​ 126,256,407 Earnings (loss) per share: ​ ​ ​ ​ ​ ​ Earnings per share attributable to common stock- basic ​ $ 0.56 ​ $ 0.22 ​ ($ 0.08 ) Earnings per share attributable to common stock- diluted ​ 0.51 ​ 0.21 ​ ( 0.08 ) ​ ​ ​ ​ ​ ​ ​ ​ For the years ended December 31, 2021, 2020 and 2019, total outstanding shares of common stock excluded from the computation of diluted earnings per share because their effect would have been anti-dilutive were 102,880 , 283,842 , and nil , respectively. ​ 56 12. 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, ​ ​ 2021 ​ 2020 ​ 2019 Domestic ​ $ 32,804 ​ $ 31,356 ​ ($ 9,442 ) Foreign ​ 929 ​ 47 ​ 382 Total ​ $ 33,733 ​ $ 31,403 ​ ($ 9,060 ) ​ The components of the provision for (benefit from) income tax expense are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 ​ 2020 ​ 2019 ​ ​ ​ ​ ​ Current: ​ ​ ​ ​ ​ ​ Federal ​ $ - ​ $ - ​ $ - State ​ 456 ​ 275 ​ 320 Foreign ​ 1,650 ​ 466 ​ 262 Total current income tax provision ​ 2,106 ​ 741 ​ 582 Deferred ​ ​ ​ ​ ​ ​ Federal ​ ( 41,599 ) ​ 23 ​ 17 State ​ ( 6,574 ) ​ 24 ​ 15 Foreign ​ ( 1,420 ) ​ ( 375 ) ​ ( 117 ) Total deferred income tax benefit ​ ( 49,593 ) ​ ( 328 ) ​ ( 85 ) Total provision (benefit) for income taxes ​ ($ 47,487 ) ​ $ 413 ​ $ 497 ​ 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, ​ 2021 ​ 2020 ​ 2019 Statutory tax rate ​ 21.00 % ​ 21.00 % ​ 21.00 % State taxes ​ 5.22 % ​ 6.52 % ​ 0.35 % Permanent differences ​ ( 0.08 )% ​ ( 0.09 )% ​ ( 2.54 )% Research & Development Credit ​ ( 4.53 )% ​ -% ​ -% Unrecognized tax benefit ​ -% ​ ( 0.19 )% ​ ( 0.67 )% Share-based compensation ​ ( 109.20 )% ​ ( 42.09 )% ​ 11.51 % Sec. 162m compensation limitation ​ 8.12 % ​ 4.03 % ​ ( 1.31 )% Foreign tax rate differential ​ 0.27 % ​ 0.01 % ​ ( 1.68 )% Valuation allowance ​ ( 65.54 )% ​ 8.99 % ​ ( 140.59 )% Prior year true up items ​ 2.15 % ​ 3.07 % ​ 109.08 % Other net ​ 1.86 % ​ 0.08 % ​ ( 0.65 )% Total ​ ( 140.73 )% ​ 1.33 % ​ ( 5.50 )% ​ 57 Deferred tax assets and liabilities consist of the following for the periods presented: ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ December 31, 2020 Deferred tax assets: ​ ​ ​ ​ Net operating loss carryforward ​ $ 38,676 ​ $ 17,628 Research and Development Credit ​ 1,529 ​ - Temporary differences ​ 1,654 ​ 877 Lease liability ​ 269 ​ 219 Legal Settlement Accrual ​ 2,591 ​ 6 Share-based compensation ​ 8,108 ​ 5,575 Total gross deferred tax assets ​ 52,827 ​ 24,305 Deferred tax liabilities: ​ ​ ​ ​ Property and equipment ​ ( 1,880 ) ​ ( 1,139 ) Intangibles/Goodwill ​ ( 496 ) ​ ( 383 ) Right of use lease asset ​ ( 357 ) ​ ( 214 ) Unrealized FX Gain/Loss ​ ( 48 ) ​ - Valuation allowance ​ - ​ ( 22,116 ) Net deferred tax assets ​ $ 50,046 ​ $ 453 ​ The Company accounts for deferred taxes under ASC Topic 740 – Income Taxes (“ASC 740”), which requires a reduction of the carrying amount of deferred tax assets by a valuation allowance if, based on available evidence, it is more likely than not that such assets will not be realized. Accordingly, the need to establish valuation allowances for deferred tax assets is assessed periodically based on the ASC 740 more-likely-than-not realization threshold criterion. This assessment considers matters such as future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The evaluation of the recoverability of the deferred tax assets requires that the Company weigh all positive and negative evidence to reach a conclusion that it is more likely than not that all or some portion of the deferred tax assets will not be realized. The weight given to the evidence is commensurate with the extent to which it can be objectively verified. As of December 31, 2021, based on its assessment of the realizability of its net deferred tax assets, we reached the conclusion that our US federal and State net deferred tax assets more-likely-than-not will be fully realized and therefore we recorded a valuation allowance release of $ 22.1 million resulting in the recognition of the deferred tax assets and income tax benefit for the period. The company has provided a valuation allowance as of December 31, 2021 and 2020 of $ 0 and $ 22.1 million, respectively. As December 31, 2021, the Company had federal, state and foreign net operating losses of approximately $ 153.6 million, $ 79.1 million, and $ 7.7 million, respectively. Out of the federal net operating loss, approximately $ 8.7 million will carry forward for 20 years and can offset 100% of future taxable income; and $ 144.9 million carries forward indefinitely and can offset 80% of future taxable income. As of December 31, 2021, 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, 2021, the undistributed earnings of the Company’s foreign subsidiaries could result in withholding taxes of approximately $ 0.3 million, if repatriated. The Company maintains liabilities for uncertain tax positions. These liabilities involve considerable judgment and estimation and are continuously monitored by management based on the best information available, including changes in tax regulations, the outcome of relevant court cases, and other information. A reconciliation of the beginning and ending amount of gross unrecognized benefits is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 ​ 2020 ​ 2019 Unrecognized tax benefits - beginning of year ​ $ - ​ $ 54 ​ $ - Gross increase for tax positions of prior years ​ 325 ​ - ​ 54 Gross decrease for federal tax rate change for tax positions of prior years ​ - ​ - ​ - Gross increase for tax positions of current year ​ 205 ​ - ​ - Settlements ​ - ​ ( 54 ) ​ - Lapse of statute of limitations ​ - ​ - ​ - Unrecognized tax benefits - end of year ​ $ 530 ​ $ - ​ $ 54 ​ The unrecognized tax benefits relate primarily Federal and California research and development credit in 2021 and to state taxes in 2020. As of December 31, 2021, the total amount of unrecognized tax benefits that would affect the Company effective tax rate, if 58 recognized, is $ 0 . The Company's policy is to recognize interest and penalties related to income tax matters in income tax expense. As of December 31, 2021, the Company accrued interest or penalties related to uncertain tax positions in the amount of $ 0 . The Company is currently under federal examination for 2019 and no state tax examinations in progress nor has it had any state tax examinations since its inception. Because the Company has net operating loss carryforwards, there are open statues of limitations in which federal taxing authorities may examine the Company's tax returns for all years from December 31, 2011 through the current period. U.S. State Taxing authorities may examine the Company’s tax returns for all years from December 31, 2015 through the current period and foreign tax authorities may examine the Company’s tax returns for all years from December 31, 2019 through the current period. 13. COMMITMENTS AND CONTINGENCIES From time to time, the Company is subject to potential liability under laws and government regulations and various claims and legal actions that may be asserted against us that could have a material adverse effect on the business, reputation, results of operations or financial condition. Such litigation may include, but is not limited to, actions or claims relating to sensitive data, including proprietary business information and intellectual property and that of clients and personally identifiable information of employees and contractors, cyber-attacks, data breaches and non-compliance with contractual or other legal obligations. On November 19, 2021, the Company agreed to settle a class action lawsuit filed against the Company in 2018 alleging violations under the Telephone Consumer Protection Act. Pursuant to the proposed settlement agreement terms, the Company will grant certain monetary and non-monetary settlements. The Company decided to set aside provisions at the amount of $ 10,000,000 to cover current estimated settlement fees and costs. The settlement agreement terms remain subject to judicial review and approval. 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. 14. 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 affiliate and media 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 99.3 % and 99.6 % of the total revenue of the Company for the years ended December 31, 2021 and 2020, respectively. The real estate brokerage business represents 99.0 % and 98.9 % of the total assets of the Company as of December 31, 2021 and 2020, 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. In 2021, the Company completed the Showcase and the SUCCESS acquisitions. These are not material to the Company’s total revenue, total net income (loss), or total assets as of December 31, 2021. The Company primarily operates within the real estate brokerage markets in the United States and Canada. The Company expanded its business into Australia and the United Kingdom in 2019, and into South Africa, India, Mexico, Portugal and France, during 2020 and into Puerto Rico, Brazil, Italy, Hong Kong, Colombia, Spain, Israel, Panama and Germany in 2021 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 United Kingdom, Australia, South Africa, India, Mexico, Portugal, Puerto Rico, Brazil, Italy, Hong Kong, Colombia, Spain, Israel, Panama and Germany. The Company continues to expand real estate brokerage services internationally. For the years ended December 31, 2021, 2020 and 2019 approximately 8 %, 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 8 % and 7 % as of December 31, 2021 and 2020. 59 The Company’s technology services and affiliate and media services are currently provided primarily in the U.S. 15. 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, purchased all of the membership equity interests in SUCCESS from Success Partners Holding Co, an unaffiliated third party, for cash consideration of $ 8.0 million. In order to facilitate the SUCCESS Acquisition, the Company purchased all equity interests of SUCCESS from Sanford Enterprises for equal cash consideration of $ 8.0 million on December 4, 2020 . Prior to the acquisition, the Company was the largest customer of SUCCESS. ​ 16. 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, 2021, 2020 and 2019, the Company's costs for contributions to this plan were $ 3,196 , $ 1,189 and $ 654 , respectively. 11. ​ 17. SUBSEQUENT EVENTS Quarterly Cash Dividend On February 17, 2022 , our Board of Directors approved a cash dividend of $ 0.04 per common share to be paid on March 31, 2022 to shareholders of record on March 11, 2022 .The ex-dividend date is March 8, 2022. The dividend will be paid in cash. 17. ​ ​ 60 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None