8-K

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): May 4, 2022

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 and Zip Code)

Registrant’s telephone number, including area code: (360) 685-4206

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(g) of the Act:

Common Stock, par value $0.00001 per share	EXPI	NASDAQ
(Title of Each Class)	(Trading Symbol)	(Name of each exchange on which registered)

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 May 4, 2022, eXp World Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2022. 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 May 4, 2022, and attached hereto as Exhibit 99.1, the Company also announced that it would conduct a virtual fireside chat today, Wednesday, May 4, 2022, at 7:30 a.m. (Pacific Time) to discuss its financial results for the first quarter ended March 31, 2022.

On April 29, 2022, the Company’s Board of Directors declared a cash dividend of $0.04 per share of the Company’s outstanding Common Stock. The dividend is expected to be paid on May 31, 2022 to the shareholders of record on May 16, 2022.

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 8.01 Other Events.

Pursuant to the Board Resolution attached hereto as Exhibit 10.4, the Company’s Board of Directors increased the authorization limits of the Company’s stock repurchase program from $400 million to $500 million and approved the form of first amendment to that certain Issuer Repurchase Plan, dated January 10, 2022, by and between the Company and Stephens Inc. which is attached hereto as Exhibit 10.3.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No.	Description
10.3	Issuer Repurchase Plan, dated January 10, 2022, by and between eXp World Holdings Inc. and Stephens Inc.
10.4	First Amendment to eXp World Holdings, Inc. Stock Repurchase Program
99.1	Press Release dated May 4, 2022
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

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: May 4, 2022	/s/ James Bramble
	James Bramble
	General Counsel

EX-10.3

Exhibit 10.3

Issuer Repurchase Plan

(under Rules 10b-18 and 10b5-1 of the Securities Exchange Act of 1934)

This Issuer Repurchase Plan (this “Purchase Plan”) is entered into on January 10, 2022 by and between eXp World Holdings, Inc. (“Purchaser” or “Issuer”) and Stephens Inc. (“Stephens”).

A. Appointment of Stephens

Purchaser hereby appoints Stephens as its agent to purchase the Purchaser’s common stock (the “Stock”) in the open market pursuant to this Purchase Plan.  It is the Purchaser’s intention that such purchases benefit from the safe harbor provided by Rule 10b-18 and the affirmative defense provided by Rule 10b5-1, each promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the Plan and the transactions contemplated hereby comply with the requirements of paragraph (c)(1)(i)(B) of Rule 10b5-1. Accordingly, the Purchaser agrees that the terms of the Purchase Plan shall be interpreted to comply with the requirements of such paragraph (c)(1)(i)(B) and that it shall not take, nor permit any person or entity under its control to take, any action that could jeopardize the availability of Rule 10b-18 for purchases of Stock under the Plan or result in such purchases not so complying with the requirements of such paragraph (c)(1)(i)(B). Stephens agrees that it shall use good faith efforts to execute all purchases of Stock under this Purchase Plan in accordance with the timing, price and volume restrictions contained in subparagraphs (2), (3) and (4) of paragraph (b) of Rule 10b-18, taking into account the rules and practices of the principal exchange on which the Stock is traded (the “Principal Market”).

B. Purchaser’s Representations, Warranties and Covenants

1.As of the date hereof, Purchaser is not aware of any material nonpublic information concerning the Issuer or its securities. Purchaser is entering into this Purchase Plan in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws.

2.While this Purchase Plan is in effect, Purchaser agrees not to enter into or alter any corresponding or hedging transaction or position with respect to the securities covered by this Purchase Plan (including, without limitation, with respect to any securities convertible or exchangeable into the Stock) and agrees not to alter or deviate from the terms of this Purchase Plan.

3.Purchaser agrees that any notice given to Stephens pursuant to this Purchase Plan shall be given in accordance with paragraph G.3.

4.Purchaser agrees that neither it nor its affiliates will take any action that would cause purchases hereunder not to comply with Rule 10b-18 or Rule 10b5-1.  Purchaser further agrees not to communicate any material nonpublic information concerning Purchaser or its securities to any representative of Stephens who is engaged in implementing this Purchase Plan or executing any trades hereunder.  

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5.Purchaser represents and warrants that the execution and delivery of this Purchase Plan by Purchaser and the transactions contemplated by this Purchase Plan will not contravene any provision of applicable law or any agreement or other instrument binding on Purchaser or any of Purchaser’s affiliates or any judgment, order or decree of any governmental body, agency or court having jurisdiction over Purchaser or Purchaser’s affiliates.

6.Purchaser has consulted with Purchaser’s own advisors as to the legal, tax, business, financial and related aspects of, and has not relied upon Stephens or any person affiliated with Stephens in connection with, Purchaser’s adoption and implementation of this Purchase Plan. Purchaser acknowledges that Stephens is not acting as a fiduciary or an advisor for Purchaser.

7.Purchaser agrees that until this Purchase Plan has been terminated Purchaser shall not (i) enter into a binding contract with respect to the purchase or sale of Stock with another broker, dealer or financial institution (each a “Financial Institution”), (ii) instruct another Financial Institution to purchase or sell Stock or (iii) adopt a plan for trading with respect to Stock other than this Purchase Plan.

8.(a) Purchaser agrees to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act in a timely manner, to the extent any such filings are applicable to Purchaser.  

(b) Purchaser agrees that Purchaser shall at all times during the Plan Purchase Period, in connection with the performance of this Purchase Plan, comply with all applicable laws, including, without limitation, Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

9.Purchaser acknowledges and agrees that Purchaser does not have, and shall not attempt to exercise, any influence over how, when or whether to effect purchases of Stock pursuant to this Purchase Plan.

10.Purchaser is not currently a party to any purchase plans with respect to the Stock, any such previous plans having been terminated prior to the date hereof.

C.Implementation of the Plan

1.Purchaser hereby appoints Stephens to purchase shares of Stock on Purchaser’s behalf pursuant to the terms and conditions set forth below.  Subject to such terms and conditions, Stephens hereby accepts such appointment.

2.Stephens is authorized to begin purchasing Stock in the open market pursuant to this Purchase Plan on January 11, 2022 and shall cease purchasing Stock on the earliest to occur of (i) the date on which the Purchase Plan is terminated in accordance with Paragraph D.1 below, (ii) the date on which Stephens receives notice of the commencement or impending commencement of any proceedings in respect of or triggered by Purchaser’s bankruptcy or insolvency, and (iii) (specify one or more occurrences that will mark the last day on which purchases may occur):

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X close of the Principal Market on December 31, 2022

(the “Plan Purchase Period”).

3.(a)During the Plan Purchase Period, Stephens shall purchase the Daily Purchase Amount (as defined below) for the account of Purchaser on each Purchase Day (as defined below), subject to the limitations provided herein..

(b)A “Purchase Day” is each Trading Day during the Plan Purchase Period.  A “Trading Day” is any day during the Plan Purchase Period that the Principal Market is open for business and the Stock trades regular way on the Principal Market.

(c)The “Daily Purchase Amount” for any Purchase Day shall be the lesser of (1) $1,000,0000 (not including any commissions or fees), or (2) the maximum number of shares allowed under Rule 10b-18(b)(4) (using 25% of average daily trading volume reported for the Stock during the four calendar weeks preceding the week in which the purchase is to be effected); provided, however, that the total dollar amount of all aggregate purchases under this Purchase Plan during any calendar month shall not exceed $10,000,000, not including any commissions or fees.

(d)Subject to the restrictions herein set forth, Stephens shall purchase the Daily Purchase Amount on each Purchase Day under ordinary principles of best execution at the then-prevailing market price. If, consistent with ordinary principles of best execution or for any other reason, Stephens does not purchase the Daily Purchase Amount on any Purchase Day, then Stephens’ obligation to purchase Stock on such Purchase Day pursuant to this Purchase Plan shall be deemed to have been satisfied.

(e)The Daily Purchase Amount, the Maximum Purchase Price, and the Total Purchase Amount, if applicable, shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or stock dividend with respect to the Stock or any change in capitalization with respect to the Issuer that occurs during the Plan Purchase Period.

(f)Purchaser agrees that it shall promptly notify Stephens if Purchaser or any affiliated purchaser has purchased Stock utilizing the block purchase exception described in Rule 10b-18(b)(4) during the four calendar weeks preceding the execution of this Purchase Plan.

4.Stephens shall not purchase Stock hereunder at any time when:

(a)Stephens, in its sole discretion has determined that a market disruption banking moratorium, outbreak or escalation of hostilities or other crisis or calamity that could, in Stephens’ judgment, impact purchases of the Stock has occurred; or

(b)Stephens, in its sole discretion, has determined that it is prohibited from doing so by a legal, contractual or regulatory restriction applicable to it or its affiliates or to Purchaser or Purchaser’s affiliates (other than any such restriction relating to Purchaser’s possession or alleged possession of material nonpublic information about the Issuer or the Stock); or

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(c)Stephens has received notice from Purchaser to terminate the Purchase Plan in accordance with paragraph D.l below.

5.Stephens may purchase Stock on any national securities exchange, in the over-the-counter market, on an automated trading system or otherwise.

6.Compensation.  For the services provided in this Purchase Plan, Purchaser agrees to pay to Stephens a fee of $0.03 per share for the Stock purchased pursuant to the terms of this Purchase Plan.

D. Termination

1.(a) Purchaser agrees that Purchaser shall not terminate this Purchase Plan except upon consultation with Purchaser’s own legal advisors. This Purchase Plan may be terminated by Purchaser at any time by notice to Stephens as set forth in paragraph G.3 below.  

(b)This Purchase Plan may be terminated at any time by Stephens upon written notice to Purchaser.

2.Purchaser agrees that Stephens will execute this Purchase Plan in accordance with its terms and will not be required to terminate any purchases of the Stock unless Stephens has received notice from Purchaser in accordance with paragraph D.l above terminating this Purchase Plan.

3.This Purchase Plan may be amended by Purchaser only upon the written consent of Stephens and receipt by Stephens of a certificate signed by Purchaser certifying that the representations and warranties of Purchaser contained in this Purchase Plan are true at and as of the date of such certificate as if made at and as of such date.

E. Indemnification; Limitation of Liability

1.Purchaser agrees to indemnify and hold harmless Stephens and its directors, officers, employees and affiliates from and against all claims, losses, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising out of or attributable to Stephens’ actions taken or not taken in compliance with this Purchase Plan or arising out of or attributable to any breach by Purchaser of this Purchase Plan (including Purchaser’s representations and warranties hereunder) or any violation by Purchaser of applicable laws or regulations. This indemnification shall survive termination of this Purchase Plan.

2.Notwithstanding any other provision hereof, Stephens shall not be liable to Purchaser for:

(i)special indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or

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(ii) any failure to perform or to cease performance or any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

3.Purchaser acknowledges and agrees that in performing Purchaser’s obligations hereunder neither Stephens nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary control respecting management of Purchaser’s assets, or exercising any authority or control respecting management or disposition of Purchaser’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department of Labor) with respect to Purchaser or Purchaser’s assets. Without limiting the foregoing, Purchaser further acknowledges and agrees that neither Stephens nor any of its affiliates nor any of their respective officers, employees or other representatives has provided any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as a primary basis for investment decisions with respect to Purchaser’s assets.

F. Agreement to Arbitrate

This Purchase Plan contains a pre-dispute arbitration clause. By signing the Purchase Plan, the parties agree as follows:

1.AllpartiestothisPurchase Plan aregivinguptherighttosueeachotherincourt,includingtherightto atrialbyjury,exceptasprovidedbythe rules of the arbitration forum in which a claim isfiled.

2.Arbitrationawardsaregenerallyfinal andbinding;aparty’sabilitytohaveacourtreverseormodifyanarbitrationawardisverylimited.

3.The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.

4.The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has beensubmittedbyall partiestothepanelatleast20dayspriortothefirstscheduledhearingdate.

5.Thepanelofarbitratorsmayincludeaminorityofarbitratorswhowereor areaffiliatedwith thesecuritiesindustry.

6.The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought incourt.

7.Therulesofthearbitrationforuminwhichtheclaimisfiled, andanyamendmentsthereto,shallbeincorporatedintothisPurchase Plan.

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8.No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this Purchase Plan except to the extent statedherein.

9.Arbitration. The parties agree that all controversies that may arise between them in connection with this Purchase Plan shall be determined by arbitration. Any arbitration under this Purchase Plan shall be conducted before the Financial Industry Regulatory Authority, Inc. or an arbitration facility providedbyanyotherexchange orself-regulatoryorganizationofwhichStephensis amember,andinaccordancewiththe respective arbitrationrulesthenineffectattheFinancialIndustryRegulatoryAuthority, Inc. orsuchotherexchangeorself-regulatoryorganization. The customer may elect in the first instance whether arbitration shall be conducted before the Financial Industry Regulatory Authority, Inc. or another exchange or self-regulatory organization of which Stephens is a member, but if the customer fails to make such election, by registered letter addressed to Stephens at Stephens’ main office, before the expiration of ten days after receipt of a written request from Stephens to make such election, then Stephens may make such election. Judgment upon the award of the arbitrators may be entered in any court, state or federal, having jurisdiction. The parties agree to request that any arbitration shall be conducted within New York City, NY.

G.General

1.Stock purchased under the Purchase Plan will be delivered to Purchaser’s account number ST7002949 on a normal two-day settlement basis.  Stephens will provide daily updates to Purchaser detailing the number of shares of Stock purchased under this Purchase Plan and the execution price.  

2.This Purchase Plan constitutes the entire agreement between the parties with respect to this Purchase Plan and supersedes any prior agreements or understandings with regard to the Purchase Plan.

3.All notices to Stephens under this Purchase Plan shall be given to Stephens in the manner specified by this Purchase Plan by telephone at (501) 377-3722, by email to Leslie Provencher - leslie.provencher@stephens.comor by overnight mail to the address below:

Stephens Inc.

111 Center Street

Little Rock, AR 72201

Attn: Leslie Provencher

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All notices to Purchaser under this Purchase Plan shall be given to Purchaser in the manner specified by this Purchase Plan by email to Kent Cheng – kent.cheng@exprealty.net or by overnight mail to the address below:

eXp World Holdings, Inc.

2219 Rimland Drive Suite 301

Bellingham, WA 98226

Attn: Kent Cheng

4.Purchaser’s rights and obligations under this Purchase Plan may not be assigned or delegated without the written permission of Stephens.  Stephens’ rights and obligations under this Purchase Plan may not be assigned or delegated without the written permission of Purchaser.

5.This Purchase Plan may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

6.If any provision of this Purchase Plan is or becomes inconsistent with any applicable present or future law, rule or regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or regulation.  All other provisions of this Purchase Plan will continue and remain in full force and effect.

7.This Purchase Plan shall be governed by and construed in accordance with the internal laws of the State of New York and may be modified or amended only by a writing signed by the parties hereto.

Remainder of this page left blank intentionally.

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NOTICE: THIS AGREEMENT CONTAINS APRE-DISPUTE ARBITRATION CLAUSE INPARAGRAPH F.

IN WITNESS WHEREOF, the undersigned have signed this Purchase Plan as of the date first written above.

PURCHASER:

eXp World Holdings, Inc.

By:/s/ Jeff Whiteside​ ​​ ​​ ​​ ​

Printed Name: Jeff Whiteside​ ​​ ​​ ​

Title: Chief Financial Officer​ ​​ ​​ ​

STEPHENS INC.

By: /s/ Leon Lants

Printed Name:​ ​Leon Lants​ ​​ ​​ ​

Title: Director of Trading Operations​ ​​ ​

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EX-10.4

Exhibit 10.4

First Amendment to Issuer Repurchase Plan

(under Rules 10b-18 and 10b5-1 of the Securities Exchange Act of 1934)

This First Amendment to Issuer Repurchase Plan dated May 6, 2022 (the “First Amendment”) amends that certain Issuer Repurchase Plan dated January 10, 2022 (the “Purchase Plan”) entered into by and between eXp World Holdings, Inc. (“Purchaser” or “Issuer”) and Stephens Inc. (“Stephens”).

Purchaser and Stephens hereby agree as follows:

1.All capitalized terms used in this First Amendment and not defined herein shall have the meanings set forth in the Purchase Plan unless the context clearly requires otherwise.

2. Section C.3.(c) of the Purchase Plan is hereby deleted in its entirety and replaced with the following:

(c)The “Daily Purchase Amount” for any Purchase Day shall be the maximum number of shares allowed under Rule 10b-18(b)(4) (using 25% of average daily trading volume reported for the Stock during the four calendar weeks preceding the week in which the purchase is to be effected); provided, however, that the total dollar amount of all aggregate purchases under this Purchase Plan during any calendar month shall not exceed $20,000,000, not including any commissions or fees.

3. Purchaser hereby represents, warrants and covenants that (i) Purchaser is not aware of any material nonpublic information concerning the Purchaser or its securities, (ii) Purchaser is entering into this First Amendment in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws, and (iii) there are no legal, contractual or regulatory restrictions applicable to Purchaser or its affiliates that would prohibit Purchaser from entering into this First Amendment or prohibit any purchase pursuant to the Purchase Plan, as amended hereby.

4. Except as expressly provided in this First Amendment, the Purchase Plan, as previously amended, shall remain unchanged and in full force and effect.

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IN WITNESS WHEREOF, the undersigned have signed this Purchase Plan as of the date

first written above.

EXP WORLD HOLDINGS, INC.	STEPHENS INC.
By:	By:
Printed Name:	Printed Name:
Title:	Title:

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EX-99.1

Exhibit 99.1

eXp World Holdings Reports Record First Quarter 2022 Revenue of $1.0 Billion

Q1 2022 Revenue Increased 73% Year-over-Year to $1.0 Billion, Driven by Agent Growth of 55%

Company Declares Cash Dividend for Q2 2022 of $0.04 per Share of Common Stock

Board Increases Stock Repurchase Program to $20 Million per Month and $500 Million Total

BELLINGHAM, Wash. — May 4, 2022 — 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 first quarter ended March 31, 2022.

First Quarter 2022 Financial Highlights as Compared to the Same Year-Ago Quarter:

● Revenue increased 73% to $1.0 billion.

● Gross profit increased 56% to $83.5 million.

● Net income increased 83% to $8.9 million, which included a $5.1 million income tax provision benefit. Earnings per diluted share increased 100% to $0.06.

● Adjusted EBITDA (a non-GAAP financial measure) increased 19% to $17.7 million.

● As of March 31, 2022, cash and cash equivalents totaled $130.1 million, compared to $104.4 million as of March 31, 2021. The Company repurchased approximately $30.0 million of common stock during the first quarter of 2022.

● The Board approved an amendment to increase the Company’s stock repurchase program authorization from $400 million of its common stock up to $500 million, and to increase monthly repurchases from $10 million of its common stock per month up to $20 million.

● The Company paid a cash dividend for the first quarter of 2022 of $0.04 per share of common stock on March 31, 2022. On April 29, 2022, the Company’s Board of Directors declared a cash dividend of $0.04 per share of common stock for the second quarter of 2022 expected to be paid on May 31, 2022 to shareholders of record on May 16, 2022.

Management Commentary

“eXp’s strong momentum continued through the first quarter as even more agents joined what we believe is the most agent-centric brokerage on the planet, fueling the fastest-growing agent base in the history of real estate to help clients and customers buy, sell and/or lease properties around the world,” said Glenn Sanford, Founder, Chairman and CEO of eXp World Holdings.

“eXp was built to thrive in challenging market conditions and despite the headwinds affecting the broader housing market, we are well-positioned to capture increased market share. It is our goal to be over 100,000 agents and brokers worldwide by the end of the year through continued iteration on the agent value proposition. With each

milestone and enhancement, we redefine the real estate industry and empower agents with aligned compensation structures and industry-leading technology to grow their businesses and serve their clients.”

“With a results-driven approach to scaling our business, eXp has delivered its fourth sequential billion-dollar revenue quarter,” said Jeff Whiteside, CFO and Chief Collaboration Officer of eXp World Holdings. “We continue to bolster our competitive position in the U.S. and internationally by investing significantly in operational efficiencies. Our new global financial system implemented this month will seamlessly support our growing global footprint, while we continue to invest in initiatives that differentiate our value proposition to agents and provide additional revenue streams for the company. Finally, the board’s decision to increase the total size of our stock repurchase plan and the amount repurchased each month reflects our leadership team’s confidence in our ability to deliver sustainable growth in our business over the long-term.”

First Quarter 2022 Operational Highlights as Compared to the Same Year-Ago Quarter:

● Agents and brokers on the eXp Realty platform increased 55% to 78,196 as of March 31, 2022.

● Real estate transactions closed increased 55% to 114,305.

● Real estate transaction volume increased 69% to $41.4 billion.

● eXp Realty expanded into the Dominican Republic and Greece in the first quarter of 2022, and announced its plans to open in three additional locations including, New Zealand, Chile and Dubai, United Arab Emirates.

● eXp Realty ended the first quarter of 2022 with a global Net Promoter Score of 71, a measure of agent satisfaction as part of the Company’s intense focus on improving the agent experience.

First Quarter 2022 Results – Virtual Fireside Chat

The Company will hold a virtual fireside chat and investor Q&A on Wednesday, May 4, 2022 at 7:30 a.m. PT / 10:30 a.m. ET with:

● Glenn Sanford, Founder, Chairman and CEO, eXp World Holdings

● Jeff Whiteside, CFO and Chief Collaboration Officer, eXp World Holdings

● Jason Gesing, CEO, eXp Realty

The discussion will be moderated by John Campbell, Managing Director at Stephens Inc.

The investor Q&A is open to investors, current shareholders and anyone interested in learning more about eXp World Holdings and its companies.

Date: Wednesday, May 4, 2022

Time: 7:30 a.m. PT / 10:30 a.m. ET

Location: EXPI Campus. Join at http://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 80,000 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 and Greece 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, which is a non-U.S. GAAP financial measure and may be different than similarly titled measures used by other companies. It is 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. Adjusted EBITDA 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 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 that:

● 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.

US-GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA RECONCILIATION
(In thousands)
(Unaudited)
	Three Months Ended March 31,
	2022	2021
Net income	$ 8,864	$ 4,846
Other (income) expense, net	727	(128)
Income tax (benefit) expense	(5,149)	211
Depreciation and amortization (1)	1,958	1,310
Stock compensation expense (2)	7,798	5,472
Stock option expense	3,511	3,109
Adjusted EBITDA	$ 17,709	$ 14,820
(1) Amortization of stock liability is included in the “Other expense (income)” line item.
(2) This includes agent growth incentive stock compensation expense and stock compensation expense related to business acquisitions.

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. Such forward-looking statements speak only as of the date hereof, and the company undertakes no obligation to revise or update them. 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; demand for remote working and distance learning solutions and virtual events; development of our commercial brokerage and our ability to attract commercial real estate brokers; and revenue growth and financial performance. 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:

MZ Group – MZ North America

investors@expworldholdings.com

EXP WORLD HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
	March 31, 2022	December 31, 2021
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$ 130,092	$ 108,237
Restricted cash	116,939	67,673
Accounts receivable, net of allowance for credit losses of $2,417 and $2,198, respectively	142,963	133,489
Prepaids and other assets	9,348	9,916
TOTAL CURRENT ASSETS	399,342	319,315
Property, plant, and equipment, net	19,024	15,902
Operating lease right-of-use assets	2,387	2,482
Other noncurrent assets	2,510	2,827
Intangible assets, net	7,204	7,528
Deferred tax assets	58,728	52,827
Goodwill	12,945	12,945
TOTAL ASSETS	$ 502,140	$ 413,826
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$ 7,191	$ 7,158
Customer deposits	116,939	67,673
Accrued expenses	128,741	111,672
Current portion of lease obligation - operating lease	238	311
TOTAL CURRENT LIABILITIES	253,109	186,814
Long-term payable	2,714	2,714
Long-term lease obligation - operating lease, net of current portion	779	765
TOTAL LIABILITIES	256,602	190,293
EQUITY
Common Stock, $0.00001 par value 900,000,000 shares authorized; 158,300,605 issued and 150,416,865 outstanding in 2022; 155,516,284 issued and 148,764,592 outstanding in 2021	2	1
Additional paid-in capital	450,570	401,479
Treasury stock, at cost: 7,883,740 and 6,751,692 shares held, respectively	(239,965)	(210,009)
Accumulated earnings	33,533	30,510
Accumulated other comprehensive income	229	188
Total eXp World Holdings, Inc. stockholders' equity	244,369	222,169
Equity attributable to noncontrolling interest	1,169	1,364
TOTAL EQUITY	245,538	223,533
TOTAL LIABILITIES AND EQUITY	$ 502,140	$ 413,826

EXP WORLD HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share amounts and per share data)
(Unaudited)
	Three Months Ended March 31,
	2022	2021
Revenues	$ 1,010,731	$ 583,833
Operating expenses
Commissions and other agent-related costs	927,267	530,347
General and administrative expenses	75,322	46,300
Sales and marketing expenses	3,700	2,257
Total operating expenses	1,006,289	578,904
Operating income	4,442	4,929
Other (income) expense
Other (income) expense, net	410	(134)
Equity in losses of unconsolidated affiliates	317	6
Total other expense, net	727	(128)
Income before income tax expense	3,715	5,057
Income tax (benefit) expense	(5,149)	211
Net income	8,864	4,846
Net income attributable to noncontrolling interest	18	-
Net income attributable to eXp World Holdings, Inc.	$ 8,882	$ 4,846
Earnings per share
Basic	0.06	0.03
Diluted	0.06	0.03
Weighted average shares outstanding
Basic	149,226,166	144,354,991
Diluted	156,842,721	158,722,126

EXP WORLD HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
	Three Months Ended March 31,
	2022	2021
OPERATING ACTIVITIES
Net income	$ 8,864	$ 4,846
Reconciliation of net income to net cash provided by operating activities:
Depreciation expense	1,616	1,007
Amortization expense - intangible assets	342	303
Loss on dissolution of consolidated affiliates	361	-
Allowance for credit losses on receivables/bad debt on receivables	219	385
Equity in loss of unconsolidated affiliates	317	6
Agent growth incentive stock compensation expense	7,798	5,472
Stock option compensation	3,511	3,109
Agent equity stock compensation expense	38,500	21,402
Deferred income taxes, net	(5,901)	-
Changes in operating assets and liabilities:
Accounts receivable	(9,846)	(11,907)
Prepaids and other assets	496	(459)
Customer deposits	49,266	38,324
Accounts payable	74	1,161
Accrued expenses	15,854	15,420
Long term payable	-	(150)
Other operating activities	36	-
NET CASH PROVIDED BY OPERATING ACTIVITIES	111,507	78,919
INVESTING ACTIVITIES
Purchases of property, plant and equipment	(4,684)	(2,257)
Acquisition of businesses	-	(1,500)
NET CASH (USED IN) INVESTING ACTIVITIES	(4,684)	(3,757)
FINANCING ACTIVITIES
Repurchase of common stock	(29,956)	(34,009)
Proceeds from exercise of options	498	1,373
Transactions with noncontrolling interests	(426)	-
Dividends declared and paid	(5,859)	-
NET CASH USED IN FINANCING ACTIVITIES	(35,743)	(32,636)
Effect of changes in exchange rates on cash, cash equivalents and restricted cash	41	47
Net change in cash, cash equivalents and restricted cash	71,121	42,573
Cash, cash equivalents and restricted cash, beginning balance	175,910	127,924
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE	$ 247,031	$ 170,497
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash paid for income taxes	$ 483	$ 3
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Property, plant and equipment purchases in accounts payable	246	141

XML

Document and Entity Information	May 04, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 04, 2022
Entity File Number	001-38493
Entity Registrant Name	EXP WORLD HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-0681092
Entity Address, Address Line One	2219 Rimland Drive, Suite 301
Entity Address, City or Town	Bellingham
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98226
City Area Code	360
Local Phone Number	685-4206
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(g) Security	Common Stock, par value $0.00001 per share
Trading Symbol	EXPI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001495932
Amendment Flag	false