Acquisitions

6 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

During the six months ended June 30, 2023, the Company completed the acquisition of 100% of the ownership interest in a real estate brokerage. The purpose of this acquisition was to expand the Company’s existing brokerage business in a new key domestic market. The Company has accounted for this acquisition as a business combination.

The consideration for the acquisition completed during the six months ended June 30, 2023 is comprised of contingent consideration payable in the Company's Class A common stock and cash at various payment dates through 2033 dependent on the future performance of the acquired business. At the time of acquisition, the purchase price was estimated to be $8.8 million and was calculated at net present value using a variety of inputs and assumptions, the most significant of which were the forecasted future results of the acquired business. Payments in excess of the original estimate may impact the Company's statement of operations in future periods. The future consideration amounts were recorded as Accrued expenses and other current liabilities and Other non-current liabilities in the condensed consolidated balance sheet.

The fair value of the assets acquired and the liabilities assumed primarily resulted in the recognition of: $3.1 million of customer relationships; $1.5 million of other current and non-current assets; and $1.1 million of other current and non-current liabilities. The excess of the purchase price over the fair value of the acquired net assets was recorded as goodwill of $5.3 million. The acquired customer relationship is being amortized over the estimated useful life of approximately 5 years.

None of the goodwill recorded during the six months ended June 30, 2023 is deductible for tax purposes. The amount of tax-deductible goodwill may increase in the future to approximately $5.3 million dependent on the payment of certain contingent consideration arrangements. These amounts are not expected to have an impact on the income tax provision while the Company maintains a full valuation allowance on its U.S. deferred tax assets.

The Company has recorded the preliminary purchase price allocation as of the acquisition date and expects to finalize its analysis within the measurement period (up to one year from the acquisition date) of the respective transaction. Any adjustments during the measurement period would have a corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, any subsequent adjustments are recorded to the consolidated statements of operations.

Pro forma revenue and earnings for this acquisition have not been presented because the acquisition is not material to the Company’s consolidated revenue and results of operations.

Contingent Consideration

Contingent consideration represents obligations of the Company to transfer cash and common stock to the sellers of certain acquired businesses in the event that certain targets and milestones are met. Approximately $3.1 million of the obligations as of June 30, 2023 are fixed in value. As of June 30, 2023, the undiscounted estimated payment under these arrangements was $29.1 million. Changes in contingent consideration measured at fair value on a recurring basis were as follows (in millions):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Opening balance	$	18.2	$	22.8	$	14.0	$	24.4
Acquisitions	—		3.6		8.8		3.6
Payments	(1.2)		(4.0)		(5.8)		(6.0)
Changes in fair value included in net loss	0.6		(0.7)		0.6		(0.3)
Closing balance	$	17.6	$	21.7	$	17.6	$	21.7

Other Acquisition-Related Arrangements

In connection with the Company’s acquisitions, certain amounts paid or to be paid to selling shareholders are subject to clawback and forfeiture dependent on certain employees and agents providing continued service to the Company. These retention-based payments are accounted for as compensation for future services and the Company recognizes the expenses over the service period. As of June 30, 2023, the Company expects to pay up to an additional $2.0 million in future compensation to such selling shareholders in connection with these arrangements. For the three months ended June 30, 2023 and 2022, the Company recognized income of $1.1 million and expense of $3.7 million, respectively, and for the six months ended June 30, 2023 and 2022, the Company recognized expense of $2.0 million and $11.4 million, respectively, within Operations and support in the condensed consolidated statements of operations related to these arrangements.

During the six months ended June 30, 2023, certain acquisition-related compensation arrangements and holdbacks were settled in the form of Class A common stock. In connection with these settlements, the Company issued 2.6 million shares of Class A common stock.