8-K

eXp World Holdings, Inc. (AGNT)

8-K 2023-08-03 For: 2023-08-03
View Original
Added on April 10, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 3, 2023

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EXP WORLD HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware **** 001-38493 **** 98-0681092
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

2219 Rimland Drive, Suite 301 , Bellingham , WA 98226
(Address of principal executive offices) (Zip Code)
( 360 ) 685-4206
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of Each Class Trading Symbol(s) Name of each exchange on which registered
Common Stock, 0.00001 par value per share EXPI **** The Nasdaq Stock Market

All values are in US Dollars.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

On August 3, 2023, eXp World Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1.

The information in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such filing.

Exhibit 99.1 contains certain non-GAAP financial information. The reconciliation of such non-GAAP financial information to GAAP financial measures is included in Exhibit 99.1. Further, Exhibit 99.1 contains statements intended as “forward-looking statements,” all of which are subject to the cautionary statements about forward-looking statements set forth therein.

Item 7.01 Regulation FD Disclosure.

In the press release issued on August 3, 2023, and attached hereto as Exhibit 99.1, the Company also announced that it would conduct a virtual fireside chat today, Thursday, August 3, 2023, at 2:00 p.m. (Pacific Time) to discuss its financial results for the three and six months ended June 30, 2023.

On July 28, 2023, the Company’s Board of Directors declared a cash dividend of $0.05 per share of the Company’s outstanding common stock. The dividend is expected to be paid on September 4, 2023 to the stockholders of record on August 18, 2023.

The information in this Item 7.01 shall not be deemed “filed” for purposes of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing by the Company under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such filing.

The information in this report and Exhibit 99.1 hereto may contain “forward-looking statements” within the meaning of the Securities Act and the Exchange Act. There can be no assurance that future dividends will be declared. The declaration of future dividends is subject to approval of the Board of Directors after its review of the Company’s financial performance and cash needs. Declaration of future dividends is also subject to various risks and uncertainties.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No. Description
99.1 Press Release dated August 3, 2023
104 Cover Page Interactive Data File (embedded within the inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

eXp World Holdings, Inc.
(Registrant)
Date: August 3, 2023 /s/ James Bramble
James Bramble
Chief Legal Counsel

​ ​

Exhibit 99.1

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eXp World Holdings Reports Q2 2023 Results

Positive Net Income of $9.4 Million

Agent Count Grew 7% Compared to the Same Quarter One Year Ago to More Than 88,000 Agents in 24 Global Markets

International Realty Revenue Increased 35% Compared to the Same Quarter One Year Ago to an All-Time Record

Generated $64.6 Million of Adjusted Operating Cash Flow

Company Declares Cash Dividend for Q3 2023 of $0.05 per Share of Common Stock

BELLINGHAM, Wash. — Aug. 3, 2023 — eXp World Holdings, Inc. (Nasdaq: EXPI), or the “Company”, the holding company for eXp Realty^®^, Virbela and SUCCESS^®^ Enterprises, today announced financial results for the second quarter ended June 30, 2023.

Second Quarter 2023 Consolidated Financial Highlights as Compared to the Same Year-Ago Quarter:

Revenue decreased 13% to $1.2 billion.
Gross profit decreased 10% to $96.5 million.
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Net income of $9.4 million. Earnings per diluted share of $0.06 compared to earnings per diluted share of $0.06 in the year-ago quarter.
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Adjusted EBITDA (a non-GAAP financial measure) of $24.7 million.
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As of June 30, 2023, cash and cash equivalents totaled $124.7 million, compared to $121.6 million as of December 31, 2022. The company repurchased approximately $48.8 million of common stock during the second quarter of 2023.
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The Company paid a cash dividend for the second quarter of 2023 of $0.045 per share of common stock on May 31, 2023. On July 28, 2023, the Company’s Board of Directors declared a cash dividend of $0.05 per share of common stock for the third quarter of 2023, expected to be paid on September 4, 2023 to stockholders of record on August 18, 2023.
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Management Commentary

“We are continually raising the bar on what it means to be the most agent-centric brokerage on the planet by constantly iterating our agent value proposition that delivers the best support and tools,” said Glenn Sanford, Founder, Chairman and CEO of eXp World Holdings. “Our agents’ feedback is critical in helping to determine and enhance programs. We have prioritized agent support through our reimagined eXpert Care Desk, which provides live support to agents 24/7. And in May, we

launched Luna, the GPT-4 powered generative AI support agent, in direct response to aNPS feedback. We are seeing remarkable engagement, with a significant number of agents using the service asking follow-up questions. Even early in its development, Luna can correctly answer the majority of questions asked.”

“By consistently iterating on our agent value proposition along with our agent feedback, we are seeing strengthened agent Net Promoter Scores (aNPS), with second quarter aNPS up four percentage points year over year despite the challenging market.

“We know that in a slower housing market, productivity is at the top of everyone’s minds. As the largest and most efficient independent brokerage in the industry, we have the scale and financial resources to fund new investments in agent productivity while others scale back. During the quarter, we deployed several new agent support systems, increased our onboarding support coverage to 24/7 and established a white glove premier service desk for our top contributors. We also accelerated our initiative to get our agents paid faster and are making good progress toward our objective of near-real time agent payouts.”

“We delivered another profitable quarter despite lower transaction volume, as persistently high mortgage rates kept many buyers on the sidelines,” said Jeff Whiteside, CFO and Chief Collaboration Officer of eXp World Holdings. “Even as we continued to fund our key growth priorities and invest in agent-centric innovation, our balanced approach to spending resulted in a higher operating margin compared to the prior year quarter. Our efficient, cloud-based model, strong balance sheet and attractive operating cash flow profile are enabling us to invest in our agents to drive long-term growth and shareholder value.

“While high mortgage rates are expected to persist in the short term, consumer price inflation has started to cool down in our core North American market, and forward interest rate curves suggest that rates may now be at or near peak levels. We are optimistic that lower mortgage rates will unleash significant pent-up demand as affordability improves and buyers can once again meet seller price objectives.”

Second Quarter 2023 Operational Highlights as Compared to the Same Year-Ago Period:

eXp Realty ended the second quarter of 2023 with a global agent Net Promoter Score of 72, up from 68 a year ago. NPS is a measure of agent satisfaction and an important KPI for eXp given the Company’s intense focus on improving the agent experience.
Agents and brokers on the eXp Realty platform increased 7% to 88,248 as of June 30, 2023.
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Transactions decreased 9% to 137,199.
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Transaction volume decreased 16% to $48.6 billion.
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Named Carolyn Merchant Chief Marketing Officer of eXp Realty on April 6, 2023.
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Named Carrie Lysenko CEO of Zoocasa on April 16, 2023.
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Announced a strategic title and brokerage joint venture with Vesta Settlements, LLC, to bring local title expertise and personalized service to agents in Virginia on June 2, 2023.
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Announced Boost Program for Culturally Aligned Independent Teams and Brokerages to financially incentivize qualifying independent teams and brokerages to join eXp Realty on June 29, 2023.
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Announced eXp Realty will accelerate agent rewards by reducing revenue share criteria on June 30, 2023.
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Second Quarter 2023 Results – Virtual Fireside Chat

The Company will hold a virtual fireside chat and investor Q&A with eXp World Holdings Founder and CEO Glenn Sanford and CFO Jeff Whiteside on Thursday, Aug. 3, 2023 at 2 p.m. PT / 5 p.m. ET.

The investor Q&A is open to investors, current shareholders and anyone interested in learning more about eXp World Holdings and its companies. Submit questions in advance for inclusion to investors@eXpWorldHoldings.com.

Date: Thursday, Aug. 3, 2023

Time: 2 p.m. PT / 5 p.m. ET

Location: EXPI Campus. Join at https://expworldholdings.com/contact/download/

Livestream: expworldholdings.com/events

About eXp World Holdings, Inc.

eXp World Holdings, Inc. (Nasdaq: EXPI) is the holding company for eXp Realty^®^, Virbela and SUCCESS^®^ Enterprises. eXp Realty is the fastest-growing real estate company in the world with more than 88,000 agents in the United States, Canada, the United Kingdom, Australia, South Africa, India, Mexico, Portugal, France, Puerto Rico, Brazil, Italy, Hong Kong, Colombia, Spain, Israel, Panama, Germany, Dominican Republic, Greece, New Zealand, Chile, Poland and Dubai and continues to scale internationally. As a publicly traded company, eXp World Holdings provides real estate professionals the unique opportunity to earn equity awards for production goals and contributions to overall company growth. eXp World Holdings and its businesses offer a full suite of brokerage and real estate tech solutions, including its innovative residential and commercial brokerage model, professional services, collaborative tools and personal development. The cloud-based brokerage is powered by Virbela, an immersive 3D platform that is deeply social and collaborative, enabling agents to be more connected and productive. SUCCESS^®^ Enterprises, anchored by SUCCESS^®^ magazine and its related media properties, was established in 1897 and is a leading personal and professional development brand and publication.

For more information, visit https://expworldholdings.com.

Use of Non-GAAP Financial Measures

To provide investors with additional information regarding our financial results, this press release includes references to Adjusted EBITDA and Adjusted Operating Cash Flow, which are non-U.S. GAAP financial measures that may be different than similarly titled measures used by other companies. These measures are presented to enhance investors’ overall understanding of the company’s financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP.

The company’s Adjusted EBITDA provides useful information about financial performance, enhances the overall understanding of past performance and future prospects, and allows for greater transparency with respect to a key metric used by management for financial and operational decision-making. Adjusted EBITDA helps identify underlying trends in the business that otherwise could be masked by the effect of the expenses that are excluded in Adjusted EBITDA. In particular, the company believes the exclusion of stock and stock option expenses provides a useful

supplemental measure in evaluating the performance of operations and provides better transparency into results of operations.

The Company defines the non-U.S. GAAP financial measure of Adjusted EBITDA to mean net income (loss), excluding other income (expense), income tax benefit (expense), depreciation, amortization, impairment charges, stock-based compensation expense, and stock option expense. The Company defines the non-U.S. GAAP financial measure of Adjusted Operating Cash Flow to mean net cash provided by operating activities, excluding the change in customer deposits. Adjusted EBITDA and Adjusted Operating Cash Flow may assist investors in seeing financial performance through the eyes of management, and may provide an additional tool for investors to use in comparing core financial performance over multiple periods with other companies in the industry.

Adjusted EBITDA and Adjusted Operating Cash Flow should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP. There are a number of limitations related to the use of Adjusted EBITDA compared to Net Income (loss), the closest comparable U.S. GAAP measure. Some of these limitations are:

Adjusted EBITDA excludes stock-based compensation expense and stock option expense, which have been, and will continue to be for the foreseeable future, significant recurring expenses in the business and an important part of the compensation strategy; and
Adjusted EBITDA excludes certain recurring, non-cash charges such as depreciation of fixed assets, amortization of acquired intangible assets, and impairment charges related to these long-lived assets, and, although these are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future.
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Safe Harbor Statement

The statements contained herein may include statements of future expectations and other forward-looking statements that are based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. These statements include, but are not limited to, statements about the continued growth of our agent and broker base; expansion of our residential real estate brokerage business into foreign markets; and revenue growth and financial performance. Such forward-looking statements speak only as of the date hereof, and the company undertakes no obligation to revise or update them. Such statements are not guarantees of future performance. Important factors that may cause actual results to differ materially and adversely from those expressed in forward-looking statements include changes in business or other market conditions; the difficulty of keeping expense growth at modest levels while increasing revenues; and other risks detailed from time to time in the company’s Securities and Exchange Commission filings, including but not limited to the most recently filed Quarterly Report on Form 10-Q and Annual Report on Form 10-K.

Media Relations Contact:

eXp World Holdings, Inc.

mediarelations@expworldholdings.com

Investor Relations Contact:

Denise Garcia

investors@expworldholdings.com

EXP WORLD HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share amounts and per share data)

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Revenues $ 1,232,927 $ 1,415,060 $ 2,083,543 $ 2,425,791
Operating expenses
Commissions and other agent-related costs 1,136,411 1,307,810 1,913,970 2,235,077
General and administrative expenses 82,541 91,391 154,308 166,713
Sales and marketing expenses 2,878 4,210 5,841 7,910
Total operating expenses 1,221,830 1,403,411 2,074,119 2,409,700
Operating income 11,097 11,649 9,424 16,091
Other (income) expense
Other (income) expense, net (1,299) 62 (2,179) 472
Equity in losses of unconsolidated affiliates 143 567 485 884
Total other (income) expense, net (1,156) 629 (1,694) 1,356
Income before income tax expense 12,253 11,020 11,118 14,735
Income tax (benefit) expense 2,831 1,661 243 (3,488)
Net income 9,422 9,359 10,875 18,223
Net income attributable to noncontrolling interest - - - 18
Net income attributable to eXp World Holdings, Inc. $ 9,422 $ 9,359 $ 10,875 $ 18,241
Earnings per share
Basic 0.06 0.06 0.07 0.12
Diluted 0.06 0.06 0.07 0.12
Weighted average shares outstanding
Basic 153,249,120 150,783,418 152,899,883 150,049,170
Diluted 156,693,959 155,816,038 156,119,627 156,579,590

The following tables reflects Revenues and Adjusted Segment EBITDA by reportable segments:

SEGMENT REVENUES
(In thousands)
Three Months Ended June 30, Six Months Ended June 30,
Revenues 2023 2022 2023 2022
North American Realty $ 1,219,345 $ 1,404,028 $ 2,056,459 $ 2,405,908
International Realty 11,991 8,908 22,748 16,002
Virbela 1,811 2,040 3,974 3,853
Other Affiliated Services 1,072 1,043 2,749 1,881
Revenues reconciliation:
Segment eliminations (1,292) (959) ($ 2,387) ($ 1,853)
Consolidated revenues $ 1,232,927 $ 1,415,060 $ 2,083,543 $ 2,425,791

ADJUSTED SEGMENT EBITDA
(In thousands)
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
North American Realty $ 34,122 $ 39,899 $ 55,325 $ 68,670
International Realty (3,782) (3,014) (7,458) (4,970)
Virbela (1,196) (2,715) (2,492) (5,487)
Other Affiliated Services (1,168) (747) (1,849) (1,576)
Corporate expenses and other (3,247) (6,509) (5,470) (12,010)
Consolidated Adjusted EBITDA $ 24,729 $ 26,914 $ 38,056 $ 44,627

CONSOLIDATED US-GAAP NET INCOME TO ADJUSTED EBITDA RECONCILIATION
(In thousands)
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Net income $ 9,422 $ 9,359 $ 10,875 $ 18,223
Other (income) expense, net (1,156) 629 (1,694) 1,356
Income tax (benefit) expense 2,831 1,661 243 (3,488)
Depreciation and amortization 2,779 2,429 5,358 4,387
Stock compensation expense ^(1)^ 8,488 9,230 18,148 17,028
Stock option expense 2,365 3,606 5,126 7,121
Adjusted EBITDA $ 24,729 $ 26,914 $ 38,056 $ 44,627
^(1)^This includes agent growth incentive stock compensation expense and stock compensation expense related to business acquisitions.

ADJUSTED OPERATING CASH FLOW
(In thousands)
Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Net Cash Provided by Operating Activities $ 98,024 $ 53,791 $ 154,168 $ 165,298
Less: Customer Deposits 33,472 (23,373) 50,854 25,893
Adjusted Operating Cash Flow $ 64,552 $ 77,164 $ 103,314 $ 139,405

EXP WORLD HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

June 30, 2023 December 31, 2022
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 124,714 $ 121,594
Restricted cash 88,560 37,789
Accounts receivable, net of allowance for credit losses of $1,544 and $4,014, respectively 134,998 87,262
Prepaids and other assets 8,101 8,468
TOTAL CURRENT ASSETS 356,373 255,113
Property, plant, and equipment, net 15,224 18,151
Operating lease right-of-use assets 32 2,127
Other noncurrent assets 6,567 1,703
Intangible assets, net 11,728 8,700
Deferred tax assets 65,306 68,676
Goodwill 27,552 27,212
TOTAL ASSETS $ 482,782 $ 381,682
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable $ 7,321 $ 10,391
Customer deposits 88,643 37,789
Accrued expenses 128,461 78,944
Current portion of lease obligation - operating lease 29 175
TOTAL CURRENT LIABILITIES 224,454 127,299
Long-term payable 5 4,697
Long-term lease obligation - operating lease, net of current portion 3 694
TOTAL LIABILITIES 224,462 132,690
EQUITY
Common Stock, $0.00001 par value 900,000,000 shares authorized; 177,900,083 issued and 153,588,186 outstanding at June 30, 2023; 171,656,030 issued and 152,839,239 outstanding at December 31, 2022 2 2
Additional paid-in capital 701,806 611,872
Treasury stock, at cost: 24,311,897 and 18,816,791 shares held, respectively (463,738) (385,010)
Accumulated earnings 18,138 20,723
Accumulated other comprehensive income 943 236
Total eXp World Holdings, Inc. stockholders' equity 257,151 247,823
Equity attributable to noncontrolling interest 1,169 1,169
TOTAL EQUITY 258,320 248,992
TOTAL LIABILITIES AND EQUITY $ 482,782 $ 381,682

EXP WORLD HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Six Months Ended June 30,
2023 2022
OPERATING ACTIVITIES
Net income $ 10,875 $ 18,223
Reconciliation of net income to net cash provided by operating activities:
Depreciation expense 4,163 3,570
Amortization expense - intangible assets 1,195 817
Loss on dissolution of consolidated affiliates - 361
Allowance for credit losses on receivables/bad debt on receivables (2,470) 608
Equity in loss of unconsolidated affiliates 485 884
Agent growth incentive stock compensation expense 18,148 17,028
Stock option compensation 5,126 7,121
Agent equity stock compensation expense 65,652 86,835
Deferred income taxes, net 3,370 (6,892)
Changes in operating assets and liabilities:
Accounts receivable (45,266) (22,269)
Prepaids and other assets 367 2,236
Customer deposits 50,854 25,893
Accounts payable (3,069) (1,152)
Accrued expenses 49,273 31,961
Long term payable (4,692) -
Other operating activities 157 74
NET CASH PROVIDED BY OPERATING ACTIVITIES 154,168 165,298
INVESTING ACTIVITIES
Purchases of property, plant, equipment (3,433) (8,077)
Investments in unconsolidated affiliates (5,350) -
Capitalized software development costs in intangible assets (1,179) -
NET CASH USED IN INVESTING ACTIVITIES (9,962) (8,077)
FINANCING ACTIVITIES
Repurchase of common stock (78,728) (79,820)
Proceeds from exercise of options 1,253 780
Transactions with noncontrolling interests - (425)
Dividends declared and paid (13,460) (11,744)
NET CASH USED IN FINANCING ACTIVITIES (90,935) (91,209)
Effect of changes in exchange rates on cash, cash equivalents and restricted cash 620 (1,141)
Net change in cash, cash equivalents and restricted cash 53,891 64,871
Cash, cash equivalents and restricted cash, beginning balance 159,383 175,910
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE $ 213,274 $ 240,781
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash paid for income taxes 1,833 2,444
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Termination of lease obligation - operating lease 837 -
Property, plant and equipment increase due to transfer of right-of-use lease asset 1,100 -
Property, plant and equipment purchases in accounts payable - 246