10-Q 1 expi-20220930x10q.htm 10-Q
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2022

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________ to ______________________

Commission File Number: 001-38493

Graphic

EXP WORLD HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

   

98-0681092

(State or other jurisdiction

(I.R.S. Employer

of incorporation or organization)

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)

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

(Title of Each Class)

(Trading Symbol)

(Name of each exchange on which registered)

Common Stock, $0.00001 par value per share

EXPI

NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes     No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes     No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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.

Indicate by check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes     No

There were 152,702,078 shares of the registrant’s Common Stock, $0.00001 par value, outstanding as of September 30, 2022.

FORWARD LOOKING STATEMENTS

This Quarterly Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not based on historical facts but rather represent current expectations and assumptions of future events. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Many of these risks and other factors are beyond our ability to control or predict. Forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “should,” “intend,” “may,” “will,” “could,” “can,” “would,” “potential,” “seek,” “goal” and similar expressions. These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results to differ significantly from management’s expectations, are described in greater detail in “Risk Factors” in Part I, Item 1A, and elsewhere in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Forward-looking statements are based on currently available operating, financial and market information and are inherently uncertain. Investors should not place undue reliance on forward-looking statements, which speak only as of the date they are made and are not guarantees of future performance. Actual future results and trends may differ materially from such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements whether as a result of new information, future developments or otherwise, except as may be required by law.

3

PART 1 – FINANCIAL INFORMATION

Item 1.

FINANCIAL STATEMENTS (UNAUDITED)

EXP WORLD HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

(UNAUDITED)

September 30, 2022

December 31, 2021

ASSETS

CURRENT ASSETS

Cash and cash equivalents

$ 134,545

$ 108,237

Restricted cash

52,652

67,673

Accounts receivable, net of allowance for credit losses of $2,786 and $2,198, respectively

119,822

133,489

Prepaids and other assets

13,167

9,916

TOTAL CURRENT ASSETS

320,186

319,315

Property, plant, and equipment, net

17,689

15,902

Operating lease right-of-use assets

2,217

2,482

Other noncurrent assets

1,614

2,827

Intangible assets, net

8,975

7,528

Deferred tax assets

63,672

52,827

Goodwill

26,514

12,945

TOTAL ASSETS

$ 440,867

$ 413,826

LIABILITIES AND EQUITY

CURRENT LIABILITIES

Accounts payable

$ 9,911

$ 7,158

Customer deposits

52,652

67,673

Accrued expenses

117,605

111,672

Current portion of lease obligation - operating lease

202

311

TOTAL CURRENT LIABILITIES

180,370

186,814

Long-term payable

2,714

2,714

Long-term lease obligation - operating lease, net of current portion

720

765

TOTAL LIABILITIES

183,804

190,293

EQUITY

Common Stock, $0.00001 par value 900,000,000 shares authorized; 168,562,464 issued and 152,702,078 outstanding in 2022; 155,516,284 issued and 148,764,592 outstanding in 2021

2

1

Additional paid-in capital

567,594

401,479

Treasury stock, at cost: 15,860,386 and 6,751,692 shares held, respectively

(344,844)

(210,009)

Accumulated earnings

34,616

30,510

Accumulated other comprehensive income (loss)

(1,474)

188

Total eXp World Holdings, Inc. stockholders' equity

255,894

222,169

Equity attributable to noncontrolling interest

1,169

1,364

TOTAL EQUITY

257,063

223,533

TOTAL LIABILITIES AND EQUITY

$ 440,867

$ 413,826

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

EXP WORLD HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

(UNAUDITED)

 

Three Months Ended September 30,

Nine Months Ended September 30,

2022

2021

2022

2021

Revenues

$ 1,238,975

$ 1,110,480

$ 3,664,766

$ 2,694,200

Operating expenses

Commissions and other agent-related costs

1,145,853

$ 1,030,937

3,380,930

$ 2,481,254

General and administrative expenses

89,460

64,615

256,173

171,636

Sales and marketing expenses

3,636

3,761

11,546

8,701

Total operating expenses

1,238,949

1,099,313

3,648,649

2,661,591

Operating income

26

11,167

16,117

32,609

Other (income) expense

Other (income) expense, net

(78)

239

394

159

Equity in (income) losses of unconsolidated affiliates

329

(2)

1,213

5

Total other (income) expense, net

251

237

1,607

164

Income (loss) before income tax expense

(225)

10,930

14,510

32,445

Income tax benefit

(4,627)

(12,884)

(8,115)

(33,258)

Net income

4,402

23,814

22,625

65,703

Net income attributable to noncontrolling interest

-

7

18

14

Net income attributable to eXp World Holdings, Inc.

$ 4,402

$ 23,821

$ 22,643

$ 65,717

Earnings per share

Basic

$ 0.03

$ 0.16

$ 0.15

$ 0.45

Diluted

$ 0.03

$ 0.15

$ 0.14

$ 0.42

Weighted average shares outstanding

Basic

151,826,315

146,862,978

150,622,845

145,610,008

Diluted

155,915,307

157,345,924

156,434,440

157,838,134

Comprehensive income:

Net income

$ 4,402

$ 23,814

$ 22,625

$ 65,703

Comprehensive loss attributable to noncontrolling interests

-

7

18

14

Net income attributable to eXp World Holdings, Inc.

4,402

23,821

22,643

65,717

Other comprehensive income:

Foreign currency translation gain (loss), net of tax

(521)

(131)

(1,662)

(60)

Comprehensive income attributable to eXp World Holdings, Inc.

$ 3,881

$ 23,690

$ 20,981

$ 65,657

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

EXP WORLD HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

(UNAUDITED)

 

Three Months Ended September 30,

Nine Months Ended September 30,

2022

2021

2022

2021

Common stock:

Balance, beginning of period

$ 2

$ 1

$ 1

$ 1

Agent equity stock compensation

-

-

1

-

Balance, end of period

2

1

2

1

Treasury stock:

Balance, beginning of period

(289,829)

(126,906)

(210,009)

(37,994)

Repurchases of common stock

(59,815)

(53,191)

(139,635)

(142,103)

Issuance of treasury stock, for acquisition

4,800

-

4,800

-

Balance, end of period

(344,844)

(180,097)

(344,844)

(180,097)

Additional paid-in capital:

Balance, beginning of period

509,476

295,035

401,479

218,492

Shares issued for stock options exercised

1,443

938

2,220

2,695

Agent growth incentive stock compensation

8,523

6,483

21,793

15,184

Agent equity stock compensation

44,395

41,838

131,230

101,691

Stock option compensation

3,757

3,376

10,872

9,608

Balance, end of period

567,594

347,670

567,594

347,670

Accumulated earnings (deficit):

Balance, beginning of period

37,007

2,734

30,510

(39,162)

Net income

4,402

23,821

22,643

65,717

Dividends declared and paid

(6,793)

(5,755)

(18,537)

(5,755)

Balance, end of period

34,616

20,800

34,616

20,800

Accumulated other comprehensive income (loss):

Balance, beginning of period

(953)

318

188

247

Foreign currency translation gain (loss)

(521)

(131)

(1,662)

(60)

Balance, end of period

(1,474)

187

(1,474)

187

Noncontrolling interest:

Balance, beginning of period

1,169

1,015

1,364

1,003

Net loss

-

(8)

(18)

(15)

Transactions with noncontrolling interests

-

-

(177)

19

Balance, end of period

1,169

1,007

1,169

1,007

Total equity

$ 257,063

$ 189,568

$ 257,063

$ 189,568

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

EXP WORLD HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(UNAUDITED)

Nine Months Ended September 30,

2022

2021

OPERATING ACTIVITIES

Net income

$ 22,625

$ 65,703

Reconciliation of net income to net cash provided by operating activities:

Depreciation expense

5,699

3,572

Amortization expense - intangible assets

1,455

939

Loss on dissolution of consolidated affiliates

361

-

Allowance for credit losses on receivables/bad debt on receivables

588

22

Equity in loss of unconsolidated affiliates

1,213

5

Agent growth incentive stock compensation expense

22,828

18,129

Stock option compensation

10,872

9,608

Agent equity stock compensation expense

131,230

101,691

Deferred income taxes, net

(10,845)

(36,020)

Changes in operating assets and liabilities:

Accounts receivable

13,603

(52,913)

Prepaids and other assets

(3,003)

(1,510)

Customer deposits

(16,135)

41,625

Accounts payable

1,952

4,597

Accrued expenses

4,770

44,561

Long term payable

-

(150)

Other operating activities

111

(1,446)

NET CASH PROVIDED BY OPERATING ACTIVITIES

187,324

198,413

INVESTING ACTIVITIES

Purchases of property, plant and equipment

(9,222)

(9,159)

Acquisition of businesses, net of cash acquired

(9,668)

(1,500)

Investments in unconsolidated affiliates

-

(3,004)

NET CASH USED IN INVESTING ACTIVITIES

(18,890)

(13,663)

FINANCING ACTIVITIES

Repurchase of common stock

(139,635)

(142,103)

Proceeds from exercise of options

2,221

2,695

Transactions with noncontrolling interests

(425)

19

Dividends declared and paid

(18,537)

(5,755)

NET CASH USED IN FINANCING ACTIVITIES

(156,376)

(145,144)

Effect of changes in exchange rates on cash, cash equivalents and restricted cash

(771)

(60)

Net change in cash, cash equivalents and restricted cash

11,287

39,546

Cash, cash equivalents and restricted cash, beginning balance

175,910

127,924

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE

$ 187,197

$ 167,470

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:

Cash paid for income taxes

$ 2,933

$ 1,060

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Termination of lease liabilities

$ -

$ 346

Issuance of treasury stock, for acquisition

4,800

-

Lease liabilities arising from obtaining right-of-use assets

-

2,381

Property, plant and equipment purchases in accounts payable

20

150

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

eXp World Holdings, Inc.

Notes to the Condensed Consolidated Financial Statements

(UNAUDITED)

(Amounts in thousands, except share amounts and per share data or noted otherwise)

1.DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

eXp World Holdings, Inc. (“eXp,” or, collectively with its subsidiaries, the “Company,” “we,” “us,” or “our”) owns and operates a cloud-based real estate brokerage and a technology platform business that enables a variety of businesses to operate remotely. Our real estate brokerage is now one of the largest and fastest-growing real estate brokerage companies in the United States and is rapidly expanding internationally. Our technology platform business develops and uses immersive technologies that enable and support virtual workplaces. This unique enabling platform helps businesses increase their effectiveness and reduce costs from operating in traditional “brick and mortar” office spaces. Through various operating subsidiaries, the Company primarily operates a cloud-based real estate brokerage operating throughout the United States, most of the Canadian provinces, the United Kingdom (U.K.), Australia, South Africa, India, Mexico, Portugal, France, Puerto Rico, Brazil, Italy, Hong Kong, Colombia, Spain, Israel, Panama, Germany, The Dominican Republic, Greece, New Zealand, Chile, and Poland.

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

These interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 25, 2022 (“2021 Annual Report”).

In our opinion, the accompanying interim unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. Operating results for the three and nine month periods ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of eXp World Holdings, Inc., its wholly-owned subsidiaries, and including those entities in which we have a variable interest of which we are the primary beneficiary. If the Company has a variable interest in an entity but it is not the primary beneficiary of the entity or exercises control over the operations and has less than 50% ownership, it will use the equity method or the cost method of accounting for investments. Entities in which the Company has less than a 20% investment and where the Company does not exercise significant influence are accounted for under the cost method. Intercompany transactions and balances are eliminated upon consolidation.

Variable interest entities and noncontrolling interests

A company is deemed to be the primary beneficiary of a variable interest entity (“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.

Joint ventures

A joint venture is a contractual arrangement whereby the Company and other parties undertake an economic activity through a jointly controlled entity. Joint control exists when strategic, financial, and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control. Joint ventures are accounted for using the equity method and are recognized initially at cost.

Use of Estimates

The preparation of financial statements in conformity with 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,

8

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 reclassifications occurred during the current period.

Restricted cash

Restricted cash consists of cash held in escrow by the Company on behalf of real estate buyers. The Company recognizes a corresponding customer deposit liability until the funds are released. Once the cash transfers 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 condensed consolidated balance sheets that sum to the total of the same such amounts shown on the condensed consolidated statements of cash flows.

Cash and cash equivalents

Restricted cash

Total

Balance, December 31, 2020

$ 100,143

$ 27,781

$ 127,924

Balance, September 30, 2021

$ 98,064

$ 69,406

$ 167,470

Balance, December 31, 2021

$ 108,237

$ 67,673

$ 175,910

Balance, September 30, 2022

$ 134,545

$ 52,652

$ 187,197

Recently Adopted Accounting Principles and Change in Accounting Principle

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”). 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 upon its effective date should the Company have future business combinations.

3.ACQUISITIONS

On July 1, 2022, the Company acquired Zoocasa Realty Inc. (“Zoocasa”) in a stock purchase transaction.  The total consideration paid was $17,458 including net cash of $9,668 (net of cash acquired of $2,772), stock issued from treasury of $4,800 and the anticipated working capital adjustment.  The Zoocasa acquisition has been 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 purchase price included goodwill of $14,459 and identified intangible assets of $1,281.  The excess of the purchase price over the aggregate fair values of the identifiable assets was recorded as goodwill, which is not deductible for tax purposes. Goodwill generated from the acquisition includes an assembled workforce.  Zoocasa is a consumer real estate research portal that offers proprietary home search tools, market insights and a connection to local real estate experts.  The Company is in the process of completing the purchase price allocation and the final analysis of working capital adjustments which will be completed within one year from the date of acquisition.

9

4.EXPECTED CREDIT LOSSES

The Company is exposed to credit losses primarily through trade and other financing receivables arising from revenue transactions. 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 three categories to evaluate allowance under the CECL impairment model. The receivables in each category share similar risk characteristics. The three categories include agent non-commission based fees, agent short-term advances, and commissions receivable for real estate property settlements. As of the first quarter of 2022, the Company provided an allowance for potential credit losses of real estate transactions.

The Company analyzed uncollectible accounts for the three categories of receivables. Receivables from real estate property settlements totaled $110,239 and $128,499 of which the Company recognized expected credit losses of $823 and nil, respectively as of September 30, 2022 and December 31, 2021. As of September 30, 2022 and December 31, 2021 agent non-commission based fees receivable and short-term advances totaled $12,369 and $7,188, of which the Company recognized expected credit losses of $1,963 and $2,198, respectively.

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.

Changes in the allowance were not material for the nine months ended September 30, 2022 and the year ended December 31, 2021.

5.PLANT, PROPERTY AND EQUIPMENT, NET

Plant, property and equipment, net consisted of the following:

    

September 30, 2022

December 31, 2021

Computer hardware and software

$ 32,148

$ 20,824

Furniture, fixture, and equipment

26

26

Total depreciable property and equipment

32,174

20,850

Less: accumulated depreciation

(17,363)

(11,711)

Depreciable property, net

14,811

9,139

Assets under development

2,878

6,763

Property, plant, and equipment, net

$ 17,689

$ 15,902

For the three months ended September 30, 2022 and 2021, depreciation expense was $2,129 and $1,376, respectively. For the nine months ended September 30, 2022 and 2021, depreciation expense was $5,699 and $3,572, respectively.

6.GOODWILL AND INTANGIBLE ASSETS

Goodwill was $26,514 as of September 30, 2022 and $12,945 as of December 31, 2021. In the third quarter of 2022, the Company recorded cumulative translation adjustment of ($890) related to the Canadian goodwill in the Zoocasa transaction. The Company has a risk of future impairment to the extent that individual reporting unit performance does not meet projections. Additionally, if current assumptions and estimates, including projected revenues and income growth rates, terminal growth rates, competitive and consumer trends, market-based discount rates, and other market factors, are not met, or if valuation factors outside of the Company’s control change unfavorably, the estimated fair value of goodwill could be adversely affected, leading to a potential impairment in the future. For the three and nine months ended September 30, 2022, no events occurred that indicated it was more likely than not that goodwill was impaired. During the third quarter of 2022 the Company received Goodwill in an acquisition. For information regarding the Company’s recent acquisitions, see Note 3 – Acquisitions.

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Definite-lived intangible assets were as follows:

September 30, 2022

December 31, 2021

Gross

Accumulated

Net Carrying

Gross

Accumulated

Net Carrying

    

Amount

    

Amortization

    

Amount

Amount

    

Amortization

    

Amount

Trade name

 

$ 3,453

 

($ 769)

 

$ 2,684

$ 2,868

 

($ 554)

 

$ 2,314

Existing technology

3,827

(2,144)

1,683

1,846

(1,102)

744

Non-competition agreements

458

(125)

333

125

(125)

-

Customer relationships

1,895

(503)

1,392

1,895

(361)

1,534

Licensing agreement

210

(163)

47

210

(110)

100

Intellectual property

2,836

-

2,836

2,836

-

2,836

Total intangible assets

 

$ 12,679

 

($ 3,704)

 

$ 8,975

$ 9,780

 

($ 2,252)

 

$ 7,528

Definite-lived intangible assets are amortized using the straight-line method over an asset’s estimated useful life. Amortization expense for definite-lived intangible assets for the three months ended September 30, 2022 and 2021 was $638 and $318, respectively. Amortization expense for definite-lived intangible assets for the nine months ended September 30, 2022 and 2021 was $1,455 and $939, respectively. The Company has no indefinite-lived assets.

7.STOCKHOLDERS’ EQUITY

The following table represents a share reconciliation of the Company’s common stock issued for the periods presented:

 

Three Months Ended September 30,

Nine Months Ended September 30,

(Shares of Common Stock)

2022

2021

2022

2021

Common stock:

Balance, beginning of quarter

163,286,569

151,146,986

155,516,284

146,677,786

Shares issued for stock options exercised

681,139

337,234

2,044,193

2,682,142

Agent growth incentive stock compensation

1,184,446

990,147

2,098,770

1,615,173

Agent equity stock compensation

3,410,310

1,075,500

8,903,217

2,574,766

Balance, end of quarter

168,562,464

153,549,867

168,562,464

153,549,867

The Company’s stockholder 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 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. The Company recognizes a 10% discount on these issuances as an additional cost of sales charge during the periods presented.

During the three months ended September 30, 2022 and 2021, the Company issued 3,410,310 and 1,075,500 shares of common stock, respectively, to agents and brokers with a value of $44,395 and $41,838, respectively, inclusive of discount. During the nine months ended September 30, 2022 and 2021, the Company issued 8,903,217 and 2,574,766 shares of common stock, respectively, to agents and brokers with a value of $131,230 and $101,691, respectively, inclusive 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 three months ended September 30, 2022, the Company’s stock compensation expense attributable to the Agent Growth Incentive Program was $5,800, of which the total amount of stock compensation expense attributable to liability classified awards was ($985).  For the nine months ended September 30, 2022, the Company’s stock compensation expense attributable to the Agent Growth Incentive

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Program was $22,828 of which the total amount of stock compensation expense attributable to liability classified awards was $3,466. Stock compensation expense related to the Agent Growth Incentive Program is included in general and administrative expense in the condensed consolidated statements of comprehensive income.

The following table illustrates changes in the Company’s stock compensation liability for the periods presented:

Amount

Stock grant liability balance at December 31, 2021

$

4,341

Stock grant liability increase year to date

3,466

Stock grants reclassified from liability to equity year to date

(2,430)

Balance, September 30, 2022

$ 5,377

Stock Option Awards

During the three months ended September 30, 2022, and 2021, the Company granted 394,657 and 176,263 stock options, respectively, to employees with an estimated grant date fair value of $8.50 and $23.26 per share, respectively. During the nine months ended September 30, 2022 and 2021, the Company granted 1,167,042 and 370,594 stock options, respectively, to employees with an estimated grant date fair value of $11.21 and $24.05 per share, respectively. The fair value was calculated using a Black Scholes-Merton option pricing model.

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.

Repurchase Plan Amendment

On May 3, 2022, the Board authorized an increase to the Company’s stock repurchase program from $400 million of its common stock up to $500 million and approved a form of amendment to its Issuer Repurchase Plan, dated January 10, 2022, by and between the Company and Stephens Inc., (the “Issuer Repurchase Plan”) to increase monthly repurchases from $10 million of its common stock per month up to $20 million which amendment was signed May 6, 2022. On September 27, 2022, the Board approved, and the Company entered into, a form of second amendment to the Issuer Repurchase Plan, to decrease the monthly repurchases from $20 million of its common stock per month to $13.3 million, in anticipation of volume decreases in connection with the contraction in the real estate market.

For accounting purposes, common stock repurchased under the stock repurchase programs is recorded based upon the transaction date of the applicable trade. Such repurchased shares are held in treasury and are presented using the cost method. These shares are not retired and are considered issued but not outstanding. During the third quarter of 2022 the Company issued treasury shares in an acquisition. For information regarding the Company’s recent acquisitions, see Note 3 – Acquisitions.

The following table shows the changes in treasury stock for the periods presented:

Three Months Ended September 30,

Nine Months Ended September 30,

(Shares of Treasury Stock)

2022

2021

2022

2021

Treasury stock:

Balance, beginning of quarter

11,487,691

4,725,296

6,751,692

2,534,494

Repurchases of common stock

4,716,026

1,287,499

9,452,025

3,478,301

Issuance of treasury stock for acquisition

(343,331)

-

(343,331)

-

Balance, end of quarter

15,860,386

6,012,795

15,860,386

6,012,795

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8.EARNINGS PER SHARE

Basic earnings per share is computed based on net income attributable to eXp stockholders 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 following table sets forth the calculation of basic and diluted earnings per share attributable to common stock during the periods presented:

Three Months Ended September 30,

Nine Months Ended September 30,

2022

2021

2022

2021

Numerator:

Net income attributable to common stock

$ 4,402

$ 23,821

$ 22,643

$ 65,717

Denominator:

Weighted average shares - basic

151,826,315

146,862,978

150,622,845

145,610,008

Dilutive effect of common stock equivalents

4,088,992

10,482,946

5,811,595

12,228,126

Weighted average shares - diluted

155,915,307

157,345,924

156,434,440

157,838,134

Earnings per share:

Earnings per share attributable to common stock- basic

$ 0.03

$ 0.16

$ 0.15

$ 0.45

Earnings per share attributable to common stock- diluted

$ 0.03

$ 0.15

$ 0.14

$ 0.42

For the three months ended September 30, 2022 and 2021 total outstanding shares of common stock excluded 1,315,861 and 132,704 shares, respectively, from the computation of diluted earnings per share because their effect would have been anti-dilutive.

For nine months ended September 30, 2022 and 2021 total outstanding shares of common stock excluded 845,162 and 75,680 shares, respectively, from the computation of diluted earnings per share because their effect would have been anti-dilutive.

9.INCOME TAXES

Our quarterly tax provision is computed by applying the estimated annual effective tax rate to the year-to-date pre-tax income or loss plus discrete tax items arising in the period. Our provision for benefit from income taxes amounted to ($8.12) million and ($33.26) million for the nine months ended September 30, 2022 and 2021, respectively, which represent an effective tax rates of negative 56.2% and 102.5%, respectively. The decrease in income tax benefit was primarily attributable to the release of valuation allowance in 2021, lower pretax income from operations and lower deductible stock-based compensation in 2022.  

10.FAIR VALUE MEASUREMENT

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:

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, which are considered Level 1 assets. The Company values its money market funds at fair value on a recurring basis.

As of September 30, 2022 and December 31, 2021, the fair value of the Company’s money market funds was $43,679 and $43,386, respectively.

There have been no transfers between Level 1, Level 2 and Level 3 in the period presented. The Company did not have any Level 2 or Level 3 financial assets or liabilities in the period presented.

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11.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 $10.0 million 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.

In March and April 2022, an indirect subsidiary and unconsolidated joint venture of the Company, SUCCESS Lending, entered into Mortgage Warehouse Agreements and related ancillary agreements (the “Credit Agreements”) with Flagstar Bank FSB and Texas Capital Bank, which each provide SUCCESS Lending with a revolving warehouse credit line of up to $25 million. It is customary for mortgage businesses like SUCCESS Lending to obtain warehouse credit lines in order to enable them to close and fund residential mortgage loans for subsequent sale to investors. SUCCESS Lending will use the borrowing capacity under the Credit Agreements exclusively for such purposes and borrowings will generally be repaid with the proceeds received from the sale of mortgage loans.

In connection with the Credit Agreements, the Company has entered into Capital Maintenance Agreements with each of Flagstar Bank FSB and Texas Capital Bank whereby the Company agrees to provide certain funds necessary to ensure that SUCCESS Lending is at all times in compliance with its financial covenants under the Credit Agreements. The Company’s capital commitment liability under the Capital Maintenance Agreement with Flagstar Bank FSB is limited to $2.0 million. The Company’s capital commitment liability under the Capital Maintenance Agreement with Texas Capital Bank is limited to $1.25 million. The Credit Agreements represent off-balance sheet arrangements for the Company.

12.SEGMENT INFORMATION

Historically, management has not made operating decisions and assessed performance based on geographic locations. Rather, the chief operating decision-maker makes operating decisions and assesses performance based on the products and services of the identified operating segments. While management does consider real estate and brokerage services, the acquired technology and affiliated services provided to be identified operating segments, the profits and losses and assets of the technology and affiliated services business units are not material.

Operating Segments

The Company primarily operates as a cloud-based real estate brokerage. The real estate brokerage business represents 99.1% and 99.2% of the total revenue of the Company for the nine months ended September 30, 2022 and 2021, respectively. The real estate brokerage business represents 96.9% and 99.0% of the total assets of the Company as of September 30, 2022 and December 31, 2021, respectively.

The Company offers software subscriptions to customers to access its virtual reality software platform. Additionally, the Company offers professional services for implementation and consulting services. However, the operations and assets of the technology segment are not managed by the Company’s chief operating decision-maker as a separate reportable segment.

Services provided through First Cloud and Silverline are in the emerging stages of development as contributing segments and are not material to the Company’s total revenue, total net income or total assets as of September 30, 2022 and 2021, respectively.

The Company aggregates the identified operating segments for reporting purposes and has one reportable segment.

Geographical Information

The Company primarily operates within the real estate brokerage markets in the United States and Canada. During the previous three years, the Company expanded operations into the United Kingdom, Australia, South Africa, India, Mexico, Portugal, France, Puerto Rico, Brazil, Italy, Hong Kong, Colombia, Spain, Israel, Panama, Germany, the Dominican Republic, Greece, New Zealand, Chile, and Poland.

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The Company’s management analyzes geographical locations on a forward-looking basis to identify growth opportunities. For the nine months ended September 30, 2022 and 2021, approximately 9% and 8% respectively, of the Company’s total revenue was generated outside of the U.S. Assets held outside of the U.S. were 5% and 8% as of September 30, 2022 and December 31, 2021

The Company’s technology services and affiliated services are currently provided primarily in the U.S.

13.SUBSEQUENT EVENTS

Quarterly Cash Dividend

On October 27, 2022, the Company’s Board of Directors declared a dividend of $0.045 per share which is expected to be payable on November 28, 2022, to stockholders of record as of the close of business on November 14, 2022. The ex-dividend date is expected to be November 11, 2022. The dividend will be paid in cash.

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read together with our condensed consolidated financial statements and related notes included elsewhere in this report. Management’s Discussion and Analysis of Financial Conditions and Results of Operations contain forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements. See “Item 1 A. – Risk Factors” in our 2021 Annual Report for a discussion of certain risks, uncertainties and assumptions associated with these statements.

This MD&A is divided into the following sections:

Overview
Market Conditions and Industry Trends
Key Business Metrics
Recent Business Developments
Results of Operations
Non-U.S. GAAP Financial Measures
Liquidity and Capital Resources
Critical Accounting Policies and Estimates

All dollar amounts are in USD thousands except share amounts and per share data and as otherwise noted.

OVERVIEW

eXp World Holdings empowers the new economy through its people, technology platforms and personal and professional development solutions. Through our brokerage, eXp Realty, we operate one of the world’s fastest-growing real estate brokerages.  We are focused on being the most agent-centric company on the planet and offer our agents a generous commission model, and a thriving community built on our proprietary and unique cloud-based brokerage and collaboration suite.

While we do not consider acquisitions a critical element of our ongoing business, we seek opportunities to expand and enhance our portfolio of solutions.

Strategy

Our strategy is to grow organically in North America and certain international markets by increasing our independent agent and broker network. Through our cloud-based operations and technology platform, we strive to achieve customer-focused efficiencies that allow us to increase market share and attain strong returns as we scale our business within the markets in which we operate. By building partnerships and strategically deploying capital, we seek to grow the business and enter into attractive verticals and associated businesses.

Throughout 2021, and during the first nine months of 2022, we continued to make progress in achieving our strategic goals, including a 30% increase in our agent count, going from 65,269 agents as of September 30, 2021 to 84,911 agents as of September 30, 2022. The expected outcome of these activities will be to better position us to deliver on our full potential, to provide a platform for future growth opportunities, and to achieve our long-term financial goals.

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MARKET CONDITIONS AND INDUSTRY TRENDS

Our business is dependent on the economic conditions within the markets for which we operate. Changes in these conditions can have a positive or negative impact on our business. The economic conditions influencing the housing markets primarily include economic growth, interest rates, unemployment, consumer confidence, mortgage availability and supply and demand.

In periods of economic growth, demand typically increases resulting in higher home sales transactions and home sales prices. Similarly, a decline in economic growth, increasing interest rates and declining consumer confidence generally decreases demand. Additionally, regulations imposed by local, state, and federal government agencies, and geopolitical instability, can also negatively impact the housing markets for which we operate.

For the period ended September 30, 2022, the effects of the COVID-19 pandemic on business worldwide have lessened, and the global economy continues to recover from the COVID-19 pandemic and has begun to experience elements of inflation. As the impact of the COVID-19 pandemic wanes, the U.S. economy has experienced inflationary pressures and has begun to slowdown, including  contraction in certain real estate markets.

According to the National Association of Realtors (“NAR”), as of 2021, the housing market was the strongest it had been in 15 years, however during the first nine months of 2022, activity in the housing market has slowed. Due to a rise in interest rates and home prices in a short span of time, housing affordability continues to impact potential home buyers. According to the Fannie Mae data, existing home sales, adjusted for seasonality, further decreased in the third quarter of 2022 to an adjusted annual rate of 4.7 million, down 22.1% from one year ago while the median home sale price increased to $319.5 (preliminary), or 13.6% from September 2021. As of August 31, 2022, housing inventory increased to 1.28 million, a 3.1-month supply, compared to a 2.4-month supply a year ago. The NAR reported that pending home sales declined 2.0% from July to August. Year over year, however, contract activity has also decreased, primarily related to rising interest rates. The pending home sales index measures housing contract activity and is based on signed real estate contracts for existing single-family homes and condos.

The Company is positioned to grow during fluctuations in economic activity. The Company continued its growth trajectory during the first nine months of 2022 with a year-over-year increase in revenue of 36% and an increase in agent count of 30%. However, the Company continues to monitor the overall economic climate, specifically in key areas of operations, affecting the real estate market through the end of 2022.

Regardless of whether the housing market continues to grow or slows, we believe that we are positioned to leverage our low-cost, high-engagement model, affording agents and brokers increased income and ownership opportunities while offering a scalable solution to brokerage owners looking to survive and thrive during fluctuations in economic activity.

National Housing Inventory

Throughout 2022, increased mortgage interest rates and higher home prices have caused inventory levels (as measured in months of supply) to rise. Construction of new homes continues to slow also due to rising mortgage rates, and the strained availability of labor and materials.  According to NAR, inventory of existing homes for sale in the U.S. was 3.1 months as of September 2022 (preliminary) compared to 2.4 months at the end of September 2021.

Mortgage Interest Rates

The sharp increase in mortgage rates have begun to negatively impact the demand for homebuying.  Based on Freddie Mac data, the average rate for a 30-year, conventional, fixed rate mortgage was 6.7% in September 2022 vs 3.0% in September 2021.

Housing Affordability Index

According to NAR, the composite housing affordability index decreased to 104.4 for August 2022 (preliminary) from 145.6 for August 2021. The housing affordability index levels are continuing to decline on a year over year basis, but increased month over month in July and August 2022 (preliminary). When the index is above 100, it indicates that a family earning the median income has sufficient income to purchase a median-priced home, assuming a 20% down payment and ability to qualify for a mortgage. The favorable housing affordability index has been declining year over year over the last several months due to increasing mortgage rates and low inventory levels driving increases in the average home price.

Home Sales Transactions

According to Fannie Mae data, seasonally adjusted existing home sale transactions decreased to an annual rate of 4.7 million in September 2022 (preliminary) compared to 6.1 million in September 2021.

According to Fannie Mae data, the nationwide existing home sales median price for 2022 (preliminary) was $319.5 compared to $281.3 in September 2021.

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KEY BUSINESS METRICS

Management uses our results of operations, financial condition, cash flows, and key business metrics related to our business and industry to evaluate our performance and make strategic decisions.

The following table outlines the key business metrics that we periodically review:

Three Months Ended September 30,

Nine Months Ended September 30,

2022

2021

2022

2021

(in thousands, except transactions and agent count)

Performance:

Agent count

84,911

65,269

84,911

65,269

Transactions

138,354

130,029

402,691

319,338

Volume

$ 50,392,432

$ 46,623,702

$ 149,666,700

$ 111,248,926

Revenue

$ 1,238,975

$ 1,110,480

$ 3,664,766

$ 2,694,200

Gross profit

93,122

79,543

283,836

212,946

Gross margin (%)

7.5%

7.2%

7.7%

7.9%

Adjusted EBITDA(1)

12,349

23,054

56,971

64,857

(1)Adjusted EBITDA is not a measurement of our financial performance under generally accepted accounting principles in the U.S.  and should not be considered as an alternative to net income, operating income, or any other measures derived in accordance with U.S. GAAP. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, see “Non-U.S. GAAP Financial Measures”.

We periodically evaluate trends in certain metrics to track the Company’s performance.

Our strength is attracting real estate agent and broker professionals that contribute to our growth. Brokerage real estate transactions are recorded when our agents and brokers represent buyers and/or sellers in the purchase or sale, respectively, of a home. The number of real estate transactions is a key driver of our revenue and profitability. Real estate transaction volume represents the total sales value for all homes sold by our agents and brokers and is influenced by several market factors, including, but not limited to, the pricing and quality of our services and market conditions that affect home sales, such as macroeconomic factors, local inventory levels, mortgage interest rates, and seasonality. Real estate transaction revenue represents the commission revenue earned by the Company for closed brokerage real estate transactions.

We continue to increase our agents and brokers significantly in the United States and Canada through the execution of our growth strategies. During 2020 and 2021, we expanded operations to South Africa, India, Mexico, Portugal, France, Puerto Rico, Brazil, Italy, Hong Kong, Colombia, Spain, Israel, Panama and Germany. In 2022, the Company has expanded into The Dominican Republic, Greece, New Zealand, Chile, and Poland. The rate of growth of our agent and broker base is difficult to predict and is subject to many factors outside of our control, including macroeconomic factors affecting the real estate industry in general. With our unique business model, we anticipate being able to continue to grow for the remainder of the year, despite the less favorable economic outlook.

Settled home sales transactions and volume resulted from closed real estate transactions and typically change directionally with changes in the market’s existing home sales transactions as reported by NAR, as disproportionate variances are representative of company-specific improvements or shortfalls to the norm. Our home sale transaction growth was directly related to the growth of our agent base over the prior comparative period.

We utilize gross profit and gross margin, financial statement measures based on generally accepted accounting principles in the U.S. (“U.S. GAAP”) to assess eXp’s financial performance from period to period.

Gross profit is calculated from U.S. GAAP reported amounts and equals the difference between revenue and cost of sales. Gross margin is the calculation of gross profit as a percentage of total revenue. Commissions and other agent-related costs represent the cost of sales for the Company. The cost of sales does not include depreciation or amortization expenses as the Company’s assets are not directly used in the production of revenue. Gross profit is based on the information provided in our results of operations or our consolidated statements of comprehensive income and is an important measure of our potential profitability and brokerage performance. For the three months ended September 30, 2022 and 2021 gross profit was $93.1 million, and $79.5 million, respectively. For the three months ended September 30, 2022, and 2021, gross margin was 7.5% and 7.2%, respectively. For the nine months ended September 30, 2022 and 2021, gross profit was $283.8 million, and $212.9 million, respectively. For the nine months ended September 30, 2022 and 2021, gross margin was 7.7% and 7.9%, respectively. For the three months and nine months ended September 30, 2022, gross profit continued to increase year-over-year due to significant revenue growth related to increases in real estate transactions.  However, for the three months ended September 30, 2022, gross margin increased year-over-year primarily due to increased transactions with a lower increase in commissions and agent-related costs due to a lower percentage of agents reaching their commission capping requirements, entitling them to a lower percentage of the home sale commission. For the nine months ended September 30, 2022, gross margin decreased year-

17

over-year primarily due to rising home prices and increased demand which resulted in agents reaching their commission capping requirements sooner, entitling agents to a higher percentage of the home sale commission.

Management also reviews Adjusted EBITDA, which is a non-U.S. GAAP financial measure, to understand and evaluate our core operating performance. Adjusted EBITDA has declined for the nine months ended September 30, 2022 compared to the same period in 2021 due to higher operating costs partially offset by increased revenue.

RECENT BUSINESS DEVELOPMENTS

Real Estate Brokerage Initiatives

Global Expansion of Our Real Estate Cloud Brokerage

In 2020, the Company continued its international expansion into France, India, Mexico, Portugal and South Africa. Throughout 2021, the Company initiated operations in Puerto Rico, Brazil, Italy, Hong Kong, Colombia, Spain, Israel, Panama and Germany. During the first nine months of 2022, we have commenced operations in The Dominican Republic, Greece, New Zealand, Chile, and Poland. The Company continues to pursue growth opportunities into new global markets. In addition to the international expansion, the Company continues to focus on growth in the United States and in Canada.

Recent Acquisition

On July 1, 2022, the Company acquired Zoocasa Realty Inc.  Zoocasa is a consumer real estate research portal that offers proprietary home search tools, market insights and a connection to local real estate experts.

Agent and Employee Experience

The Company has embarked on an initiative to better understand both its agents’ and employees’ experiences. In doing so, we have adopted many of the principles of the Net Promoter Score® (“NPS”) across many aspects of our organization. NPS is a measure of customer satisfaction and is measured on a scale between -100 and 100. An NPS above 50 is considered excellent. The Company’s agent NPS was 71 in the third quarter of 2022. Whether it be the overall question "How likely are you to recommend eXp to your colleagues, friends, or family?" or more granular inquiries as to specific workflows or service offerings, we believe this will ensure we are delivering on the most important values to our agents and employees. In turn, this often leads to enthusiastic fans of eXp who will promote our Company and continue leading us through strong organic growth.

The NPS measure is an important vehicle for delivering on our core value of transparency. While we strive for high satisfaction, it is equally important to investigate a low or unfavorable trending of NPS. As NPS scores are often leading indicators to agents and employees’ future actions, we are able to learn quickly what may be a ‘pain point’ or product that is not meeting its desired objective. We then take that information and translate it into action with an effort to remediate the specific root cause(s) driving the lower score. This fast and iterative approach has already led to improvements in parts of our business such as agent onboarding, commission transaction processing, and employee benefits.

Agent Ownership

The Company maintains an equity incentive program whereby agents and brokers of eXp Realty can become eligible to receive awards of the Company’s common stock through the achievement of production and agent attraction benchmarks. Under our equity incentive program, agents and brokers who qualify may be issued awards of shares of the Company’s common stock, and it continues to be another element in creating a culture of agent-ownership.

Our agent compensation plans represent a key level in our strategy to attract and retain independent agents and brokers. The costs attributable to these plans are also a significant component of our commission structure and results of operations. Agents and brokers can elect to receive 5% of their commission payable in the form of Company common stock at a discount.

Technology Products and Services

We continue developing the core Virbela enterprise metaverse technology through our subsidiary, eXp World Technologies, LLC (“World Tech”), to accommodate for the increasing use and scale required to support all eXp subsidiaries and a growing number of enterprise customers worldwide. Virbela has seen increased interest from Fortune 2000 enterprises looking to become both customers and partners as they invest in metaverse technologies and build out their own strategies. Enterprise readiness was a core product focus in 2021 (e.g., scale, reliability, security, and privacy). In 2021, Virbela also released a new product called Frame into beta. Frame is a metaverse collaboration technology that is accessible from any device with a browser (e.g., mobile, personal computer, virtual reality device, tablet). In 2022, we expect to continue to service existing and new business-to-business enterprise level contracts, solidify channel partnerships, and bring the Frame product out of beta.

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Affiliate and Media Services

Acquisitions and partnerships have allowed us to begin offering to customers more products and services complementary to our real estate brokerage business. These affiliate and media services include mortgage origination, title, escrow, and settlement services, which we can now provide as a more inclusive offering in addition to our brokerage services. We anticipate continued growth and investment in these service offerings through 2022; however, actual performance will depend largely on utilization by eXp and non eXp Realty agents.

Results of Operations

Three Months Ended September 30, 2022 compared to the Three Months Ended September 30, 2021

Three Months Ended

% of

Three Months Ended

% of

Change

2022 vs. 2021

    

September 30, 2022

Revenue

September 30, 2021

Revenue

$

    

%

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

Statement of Operations Data:

Revenues

 

$ 1,238,975

100%

$ 1,110,480

100%

$ 128,495

12%

Operating expenses

Commissions and other agent-related costs

1,145,853

92%

1,030,937

93%

114,916

11%

General and administrative expenses

89,460

7%

64,615

6%

24,845

38%

Sales and marketing expenses

3,636

-%

3,761

-%

(125)

(3)%

Total operating expenses

1,238,949

100%

1,099,313

99%

139,636

13%

Operating income

26

-%

11,167

1%

(11,141)

(100)%

Other expense

Other expense, net

(78)

-%

239

-%

(317)

(133)%

Equity in (income) losses of unconsolidated affiliates

329

-%

(2)

-%

331

(16,550)%

Other expense, net

251

-%

237

-%

14

6%

Income (loss) before income tax expense

(225)

-%

10,930

1%

(11,155)

(102)%

Income tax benefit

(4,627)

-%

(12,884)

(1)%

8,257

(64)%

Net income

4,402

-%

23,814

2%

(19,412)

(82)%

Add back: Net loss attributable to noncontrolling interest

-

-%

7

-%

(7)

(100)%

Net income attributable to eXp World Holdings, Inc.

4,402

-%

23,821

2%

(19,419)

(82)%

Adjusted EBITDA(1)

$ 12,349

1%

$ 23,054

2%

($ 10,705)

(46)%

Earnings per share

Basic

$ 0.03

$ 0.16

($ 0.13)

(81)%

Diluted

$ 0.03

$ 0.15

($ 0.12)

(80)%

Weighted average shares outstanding

Basic

151,826,315

146,862,978

Diluted

155,915,307

157,345,924

(1)Adjusted EBITDA is not a measurement of our financial performance under U.S. GAAP and should not be considered as an alternative to net income, operating income or any other measures derived in accordance with U.S. GAAP. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, see “Non-U.S. GAAP Financial Measures.”

Revenue

Our total revenues were $1,239.0 million for the three months ended September 30, 2022 compared to $1,110.5 million for the same period in 2021, an increase of $128.5 million, or 12%. Total revenues increased for the third quarter of 2022 primarily as a result of an increase in real estate brokerage commissions, which is directly attributable to increases in our agent count, closed transactions and rising home price compared to the same period in 2021.

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Commission and Other Agent-Related Costs

Commission and other agent-related costs were $1,145.9 million for the three months ended September 30, 2022 compared to $1,030.9 million for the same period in 2021, an increase of $114.9 million, or 11%. Commissions and other agent-related costs increased as a result of an increase in our agent count and closed transactions compared to the same period in 2021.

General and Administrative Expense

General and administrative expenses were $89.5 million for the three months ended September 30, 2022 compared to $64.6 million for the same period in 2021, an increase of $24.8 million or 38%. General and administrative expenses include costs related to wages, including stock compensation, and other general overhead expenses. General and administrative expenses increased primarily as a result of an increase of $18.8 million in compensation and personnel related expenses including salaries, employee benefits, and payroll taxes and, an increase of $1.9 million in expenses, primarily driven by agent-related seminars and conferences, and an increase of $2.5 million in computer and software expenses. These increased costs are a result of the Company’s growth in agent count and real estate transaction volumes, and the investment in employees and technology to support continued growth.

Sales and Marketing

Sales and marketing expenses decreased to $3.6 million for the three months ended September 30, 2022 compared to $3.8 million the same period in 2021. The decrease of ($0.1) million is due to decreased advertising to offset the beginning of the contraction in the real estate market.

Other Expense

There were no significant changes in other expense for the three months ended September 30, 2022 compared to the same period in 2021.

Income Tax Benefit

The Company’s provision for income taxes amounted to ($4.63) million expense and ($12.89) million benefit for the three months ended September 30, 2022 and 2021, respectively, which represent an effective tax rates of positive 2,055.8% and negative 117.9%, respectively. The decrease in income tax benefit was primarily attributable to lower tax benefit from operations and lower deductible stock-based compensation in 2022.

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Nine Months Ended September 30, 2022 compared to the Nine Months Ended September 30, 2021

Nine Months Ended

% of

Nine Months Ended

% of

Change
2022 vs. 2021

    

September 30, 2022

Revenue

September 30, 2021

Revenue

$

    

%

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

Statement of Operations Data:

Revenues

 

$ 3,664,766

100%

$ 2,694,200

100%

$ 970,566

36%

Operating expenses

Commissions and other agent-related costs

3,380,930

92%

2,481,254

92%

899,676

36%

General and administrative expenses

256,173

7%

171,636

6%

84,537

49%

Sales and marketing expenses

11,546

-%

8,701

-%

2,845

33%

Total operating expenses

3,648,649

100%

2,661,591

99%

987,058

37%

Operating income

16,117

-%

32,609

1%

(16,492)

(51)%

Other expense

Other expense, net

394

-%

159

-%

235

148%

Equity in (income) losses of unconsolidated affiliates

1,213

-%

5

-%

1,208

24160%

Total other (income) expense, net

1,607

-%

164

-%

1,443

880%

Income (loss) before income tax expense

14,510

-%

32,445

1%

(17,935)

(55)%

Income tax benefit

(8,115)

-%

(33,258)

(1)%