10-Q

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

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.

TABLE OF CONTENTS

		Page
	Forward Looking Statements	3
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27

2

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.

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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.

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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.

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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.

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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.

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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.

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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-

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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)%	25,143	(76)%
Net income	22,625	1%	65,703	2%	(43,078)	(66)%
Add back: Net loss attributable to noncontrolling interest	18	-%	14	-%	4	29%
Net income attributable to eXp World Holdings, Inc.	22,643	1%	65,717	2%	(43,074)	(66)%
Adjusted EBITDA (1)	$ 56,971	2%	$ 64,857	2%	($ 7,886)	(12)%
Earnings per share
Basic	$ 0.15		$ 0.45		($ 0.30)	(67)%
Diluted	$ 0.14		$ 0.42		($ 0.28)	(67)%
Weighted average shares outstanding
Basic	150,622,845		145,610,008
Diluted	156,434,440		157,838,134

(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 $3,664.8 million for the nine months ended September 30, 2022 compared to $2,694.2 million for the same period in 2021, an increase of $970.6 million, or 36%. Total revenues increased for the first nine months of 2022 primarily because 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.

Commission and Other Agent-Related Costs

Commission and other agent-related costs were $3,380.9 million for the nine months ended September 30, 2022 compared to $2,481.3 million for the same period in 2021, an increase of $899.7 million, or 36%. 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 $256.2 million for the nine months ended September 30, 2022 compared to $171.6 million for the same period in 2021, an increase of $84.5 million or 49%. 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 $56.6 million in compensation and personnel related expenses including salaries, employee benefits, and payroll taxes and, an increase of $6.6 million in expenses, primarily driven by agent-related seminars and conferences, an increase of $6.8 million in

21

computer and software expenses, and an increase of $6.0 million in stock compensation expense. These increased costs are a result of  the Company’s investment in employee and technology to support continued growth of our agents and real estate transaction volume.

Sales and Marketing

Sales and marketing expenses increased to $11.5 million for the nine months ended September 30, 2022 compared to $8.7 million the same period in 2021. The increase of $2.8 million in sales and marketing was due to continued expansion of our real estate operations and software services, however, we tempered our marketing expenses in the third quarter of 2022, due to the slow-down in real estate transactions.

Other Expense

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

Income Tax Benefit

The Company’s 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 rate of negative 56.2% and 102.5%, respectively. The decrease in income tax benefit was primarily attributable to the release of the valuation allowance in 2021, lower Pretax from operations and lower deductible stock-based compensation in 2022.

NON-U.S. GAAP FINANCIAL MEASURES

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with U.S. GAAP, we use Adjusted EBITDA, a non-U.S. GAAP financial measure, to understand and evaluate our core operating performance. This non-GAAP financial measure, which may be different than similarly titled measures used by other companies, is presented to enhance investors’ overall understanding of our 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.

We define 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, and impairment charges, stock-based compensation expense, and stock option expense.

We believe that Adjusted EBITDA provides useful information about our financial performance, enhances the overall understanding of our past performance and future prospects, and allows for greater transparency with respect to a key metric used by our management for financial and operational decision-making. We believe that Adjusted EBITDA helps identify underlying trends in our business that otherwise could be masked by the effect of the expenses that we exclude in Adjusted EBITDA. In particular, we believe the exclusion of stock and stock option expenses, provides a useful supplemental measure in evaluating the performance of our underlying operations and provides better transparency into our results of operations.

We are presenting the non-U.S. GAAP measure of Adjusted EBITDA to assist investors in seeing our financial performance through the eyes of management, and because we believe this measure provides an additional tool for investors to use in comparing our core financial performance over multiple periods with other companies in our 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 related to our agent growth incentive program and stock option expense, which have been, and will continue to be for the foreseeable future, significant recurring expenses in our business and an important part of our compensation strategy; and

● Adjusted EBITDA excludes certain recurring, non-cash charges such as depreciation of fixed assets, amortization of intangible assets, and impairment charges related to these long-lived assets, and, although these are non-cash charges, the assets being depreciated, amortized, or impaired may have to be replaced in the future.

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The following tables present a reconciliation of Adjusted EBITDA to net loss, the most comparable U.S. GAAP financial measure, for each of the periods presented:

	Three Months Ended September 30,		Nine Months Ended September 30,
	2022	2021	2022	2021
Net income	$ 4,402	$ 23,814	$ 22,625	$ 65,703
Other expense, net	251	237	1,607	164
Income tax benefit	(4,627)	(12,884)	(8,115)	(33,258)
Depreciation and amortization (1)	2,767	1,694	7,154	4,511
Stock compensation expense (2)	5,800	6,817	22,828	18,129
Stock option expense	3,756	3,376	10,872	9,608
Adjusted EBITDA	$ 12,349	$ 23,054	$ 56,971	$ 64,857

(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.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are our cash and cash equivalents on hand and cash flows generated from our business operations. Our ability to generate sufficient cash flow from operations or to access certain capital markets, including banks, is necessary to fund our operations and capital expenditures, repurchase our common stock, and meet obligations as they become due. At present, our cash and cash equivalents balances and cash flows from operations have strengthened primarily due to transaction volume growth and improved cost leverage over the prior five years, attributable to the expansion of our independent agent and broker network and, to a lesser extent, increased average prices of home sales.

Currently, our primary use of cash on hand is to sustain and grow our business operations, including, but not limited to, commission and revenue share payments to agents and brokers and cash outflows for operating expenses. In addition, in July 2022, the Company used $9.7 million of cash, net of cash acquired, to purchase Zoocasa.  Our current capital deployment strategy for 2022 is to utilize excess cash on hand to support our growth initiatives into select markets and enhance our technology platforms and for repurchases of our common stock. As of September 30, 2022, the Company is party to off-balance sheet arrangements, see Note 11 – Commitments and Contingencies for details of these arrangements. In addition, the Company has no known material cash requirements as of September 30, 2022, relating to capital expenditures, commitments, or human capital (except as passthrough commissions to agents and brokers concurrent with settled real estate transactions).

For information regarding the Company’s expected cash requirement related to settlement costs, see Note 11 – Commitments and Contingencies.

We believe that our existing balances of cash and cash equivalents and cash flows expected to be generated from our operations will be sufficient to satisfy our operating requirements for at least the next twelve months. Our future capital requirements will depend on many factors, including our level of investment in technology, our rate of growth into new markets, and cash used to repurchase shares of the Company’s common stock. Our capital requirements may be affected by factors which we cannot control such as the changes in the residential real estate market, interest rates, and other monetary and fiscal policy changes to the manner in which we currently operate. In order to support and achieve our future growth plans, we may need or seek advantageously to obtain additional funding through equity or debt financing. We believe that our current operating structure will facilitate sufficient cash flows from operations to satisfy our expected long-term liquidity requirements beyond the next twelve months.

Net Working Capital

Net working capital is calculated as the Company’s total current assets less its total current liabilities. The following table presents our net working capital as of September 30, 2022 and December 31, 2021:

	September 30, 2022	December 31, 2021
Current assets	$ 320,186	$ 319,315
Current liabilities	(180,370)	(186,814)
Net working capital	$ 139,816	$ 132,501

For the nine months ended September 30, 2022, net working capital increased $7.3 million, or 6%, compared to December 31, 2021 primarily due to an increase in agent and commission receivables directly related to the increase in revenue.

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Cash Flows

The following table presents our cash flows for the nine months ended September 30, 2022 and 2021:

	Nine Months Ended September 30,
	2022	2021
Cash provided by operating activities	$ 187,324	$ 198,413
Cash used in investment activities	(18,890)	(13,663)
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

For the nine months ended September 30, 2022, cash provided by operating activities decreased ($11.1) million compared to the same period in 2021. The change resulted primarily from the increased real estate transactions volume, and higher participation by our agents and brokers in our agent stock compensation programs as well as increases in our general and administrative expenses, partially offset by decrease in customer deposits.  Excluding the impact of the changes in customer deposits, operating cash flows improved in the first nine months of 2022, primarily due to increased revenue and agent equity stock compensation.

For the nine months ended September 30, 2022, cash used in our investing activities increased primarily due to increased acquisitions and capital expenditures.

For the nine months ended September 30, 2022, the increase in cash flows used in financing activities primarily were related to an increase in the payment of cash dividends from 2021 to 2022.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2021, which provides a description of our critical accounting policies. There were no changes to critical accounting policies or estimates as reflected in our 2021 Annual Report. For additional information regarding our critical accounting policies and estimates, see the Critical Accounting Policies and Estimates section of MD&A included in our 2021 Annual Report.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our exposures to market risk since December 31, 2021. For details on the Company's interest rate and foreign currency exchange, see “Item 7A. Quantitative and Qualitative Information About Market Risks” in our 2021 Annual Report.

Item 4. CONTROLS AND PROCEDURES

Management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (as the principal executive officer) and Chief Financial Officer (as the principal financial officer), to allow timely decisions regarding required disclosures.

As of September 30, 2022, an evaluation was conducted by the Company under the supervision and with the participation of its management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer each concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2022.

Changes in Internal Control over Financial Reporting

On April 1, 2022, we replaced our Intacct cloud-based resource planning (“ERP”) system to a hosted, cloud-based Oracle ERP system (“Oracle”). The change to the new Oracle ERP is reasonably likely to have a material effect on the Company’s internal control over financial reporting. In connection with the Oracle implementation, we performed pre-implementation planning, design and testing of internal controls that became effective in the second quarter of 2022. We continue to conduct post-implementation monitoring and process modifications in order to maintain effective internal control over financial reporting.

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There were no other material changes other than the above-mentioned new Oracle ERP implementation in our internal control over financial reporting that occurred during the quarter ended September 30, 2022 that have materially affected, or are reasonably believed to be likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

From time to time, we are involved in ordinary routine litigation incidental to the conduct of our business, including matters that may be certified as class or collective actions. The Company believes that it has adequately and appropriately accrued for legal matters. We recognize expense for legal claims when payments associated with the claims become probable and can be reasonably estimated.

Litigation and other legal matters are inherently unpredictable and subject to substantial uncertainties and adverse resolutions could occur. In addition, litigation and other legal matters, including class action lawsuits, government investigations and regulatory proceedings can be costly to defend and, depending on the class size and claims, could be costly to settle. As such, the Company could incur judgments, penalties, sanctions, fines or enter into settlements of claims with liability that are materially in excess of amounts accrued and these settlements could have a material adverse effect on the Company’s financial condition, results of operations or cash flows in any particular period.

Item 1A. RISK FACTORS

The business, financial condition and operating results of the Company can be affected by a number of risks, whether currently known or unknown, including but not limited to those detailed in Part I, Item 1A of the 2021 Annual Report and Part II, Item 1A of the Form 10-Q for the quarter ended March 31, 2022 (the “first quarter 2022 Form 10-Q”), under the heading “Risk Factors”.  Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations in future periods. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price. Except for the risk factors disclosed in Part II, Item 1A of the first quarter 2022 Form 10-Q, which are hereby incorporated by reference into this Part II, Item 1A of this Form 10-Q, there have been no material changes to the Company’s risk factors since the 2021 Annual Report.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities

The Company issued 343,331 unregistered shares of its common stock as part of the consideration for the acquisition of Zoocasa. The shares were issued to the qualified sellers of Zoocasa.

The Company relied on (i) Section 4(a)(2) of the Securities Exchange Act, with respect to qualified U.S. sellers, and (ii) Reg. S of the Securities Act, with respect to qualified non-U.S. persons, as a basis for exemption from registration. The issuances were a result of private negotiation, and not pursuant to public solicitation.

Issuer Purchases of Equity Securities

The following table provides information about repurchases of our common stock through the quarter ended September 30, 2022:

Period	Total number of shares purchased	Average price paid per share	Total number of shares purchased as part of publicly announced plans or programs (1)	Approximate dollar value of shares that may yet be purchased under the plans or programs
7/1/2022 - 7/31/2022	1,425,696	$ 13.98	1,425,696	$ 108,625,132
8/1/2022 - 8/31/2022	1,293,446	15.59	1,293,446	88,666,067
9/1/2022 - 9/30/2022	1,653,553	12.11	1,653,553	68,717,811
Total	4,372,695	$ 13.89	4,372,695

(1) The repurchase program began on January 2, 2019 and was set to expire on June 28, 2019. On June 12, 2019, the Company, under authorization from the Board of Directors, amended the plan. The amended plan extended the repurchase program through December 31, 2019. On November 26, 2019, the Company announced the approval to increase the authorization limits of the Company’s stock repurchase program by the Board. The Board agreed to extend the stock repurchase program through the fourth quarter of 2020 and to increase the authorization for the stock repurchase program from $25.0 million to $75.0 million of the Company’s common stock. The Company discontinued the repurchase program in March 2020 and subsequently reinstated it in June 2020 with a maximum authorization of $75.0 million. In December 2020, the Board approved an increase to the total amount of its buyback program from $75.0 million to $400.0 million. On May 3, 2022, the Board authorized an increase to the Company’s stock repurchase program from $400.0 million of its common stock up to $500.0 million and approved a form of amendment to its Issuer Repurchase Plan, dated January 10, 2022 to increase monthly repurchases from $10.0 million of its common stock per month up to $20.0 million, which was signed on May 6, 2022. On September 27, 2022, the Board approved, and the Company entered into, a form of second amendment to the Issuer

25

Repurchase Plan, to decrease the monthly repurchases from $20 million of its common stock per month to $13.3 million. The stock repurchase program is more fully disclosed in Note 7 – Stockholders’ Equity to the condensed consolidated financial statements.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

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Item 6. EXHIBITS

Exhibit	Exhibit	Incorporated by Reference
Number	Description	Form	Exhibit	Filing Date/Period End Date
3.1	Restated Certificate of Incorporation	10-Q	3.1	3/31/2022
3.2	Restated Bylaws	10-Q	3.2	3/31/2022
10.1	Master Repurchase Agreement, dated March 29, 2022, by and among SUCCESS Lending, LLC, Flagstar Bank FSB, and Buyers	10-Q	10.1	3/31/2022
10.2	Mortgage Warehouse Agreement, effective April 8, 2022, by and between SUCCESS Lending, LLC and Texas Capital Bank	10-Q	10.2	3/31/2022
10.3	Issuer Repurchase Plan, dated January 10, 2022, by and between eXp World Holdings Inc. and Stephens Inc.	8-K	10.3	5/4/2022
10.4	First Amendment to eXp World Holdings, Inc. Stock Repurchase Program	8-K	10.4	5/4/2022
10.5	Second Amendment to eXp World Holdings, Inc. Stock Repurchase Program	8-K	10.5	9/29/2022
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

27

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 thereunto duly authorized.

November 2, 2022	eXp World Holdings, Inc.
	(Registrant)
	/s/ Jeff Whiteside
	Jeff Whiteside
	Chief Financial Officer (Principal Financial Officer)

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EX-31.1

Exhibit 31.1

Certification of the Chief Executive Officer pursuant to

Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Glenn Sanford, hereby certify that:

1.            I have reviewed this quarterly report on Form 10-Q of eXp World Holdings, Inc.;

2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.            Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.            The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.            The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 2, 2022

By:	/s/ Glenn Sanford
	Glenn Sanford
	Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of the Chief Financial Officer pursuant to

Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Jeff Whiteside, hereby certify that:

1.            I have reviewed this quarterly report on Form 10-Q of eXp World Holdings, Inc.;

2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.            Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.            The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.            The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 2, 2022

By:	/s/ Jeff Whiteside
	Jeff Whiteside
	Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer pursuant to

18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of eXp World Holdings, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2022 as filed with the Securities and Exchange Commission  on the date hereof (the “Report”), I, Glenn Sanford, as Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.    The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 2, 2022

By:	/s/ Glenn Sanford
	Glenn Sanford
	Chief Executive Officer (Principal Executive Officer)

EX-32.2

Exhibit 32.2

Certification of Chief Financial Officer pursuant to

18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of eXp World Holdings, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jeff Whiteside, as Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.    The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 2, 2022

By:	/s/ Jeff Whiteside
	Jeff Whiteside
	Chief Financial Officer (Principal Financial Officer)

XML

Document and Entity Information	9 Months Ended
	Sep. 30, 2022 shares
Document And Entity Information
Document Type	10-Q
Document Period End Date	Sep. 30, 2022
Document Quarterly Report	true
Document Transition Report	false
Entity Registrant Name	EXP WORLD HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38493
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
Title of 12(b) Security	Common Stock, $0.00001 par value per share
Trading Symbol	EXPI
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	152,702,078
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001495932
Amendment Flag	false

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
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
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

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
CONDENSED CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowance for credit losses and bad debt	$ 2,786		$ 2,198
Common stock, par value	$ 0.00001		$ 0.00001
Common stock, shares authorized	900,000,000		900,000,000
Common stock, shares issued	168,562,464	163,286,569	155,516,284	153,549,867	151,146,986	146,677,786
Common stock, shares outstanding	152,702,078		148,764,592
Treasury stock, shares	15,860,386	11,487,691	6,751,692	6,012,795	4,725,296	2,534,494

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
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
Earnings per share - 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
Weighted average shares outstanding - 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

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CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Common Stock	Treasury Stock	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interest	Total
Beginning of quarter at Dec. 31, 2020	$ 1	$ (37,994)	$ 218,492	$ (39,162)	$ 247	$ 1,003
Repurchase of common stock, shares							3,478,301
Repurchase of common stock		(142,103)
Net income				65,717		(15)	$ 65,703
Dividends declared and paid				(5,755)
Shares issued for stock options exercised, shares							2,682,142
Shares issued for stock options exercised			2,695
Agent growth incentive stock compensation			15,184
Stock option compensation			9,608
Agent equity stock compensation			101,691
Foreign currency translation loss							$ (60)
Transactions with noncontrolling interests						19
Ending of quarter at Sep. 30, 2021	1	(180,097)	347,670	20,800	187	1,007	$ 189,568
Beginning of quarter at Jun. 30, 2021	1	(126,906)	295,035	2,734	318	1,015
Repurchase of common stock, shares							1,287,499
Repurchase of common stock		(53,191)
Net income				23,821		(8)	$ 23,814
Dividends declared and paid				(5,755)
Shares issued for stock options exercised, shares							337,234
Shares issued for stock options exercised			938
Agent growth incentive stock compensation			6,483
Stock option compensation			3,376
Agent equity stock compensation			41,838
Foreign currency translation loss							$ (131)
Ending of quarter at Sep. 30, 2021	1	(180,097)	347,670	20,800	187	1,007	189,568
Beginning of quarter at Dec. 31, 2021	1	(210,009)	401,479	30,510	188	1,364	$ 223,533
Repurchase of common stock, shares							9,452,025
Repurchase of common stock		(139,635)
Issuance of treasury stock, for acquisition		4,800
Net income				22,643		(18)	$ 22,625
Dividends declared and paid				(18,537)
Shares issued for stock options exercised, shares							2,044,193
Shares issued for stock options exercised			2,220
Agent growth incentive stock compensation			21,793
Stock option compensation			10,872
Agent equity stock compensation	1		131,230
Foreign currency translation loss							$ (1,662)
Transactions with noncontrolling interests						(177)
Ending of quarter at Sep. 30, 2022	2	(344,844)	567,594	34,616	(1,474)	1,169	$ 257,063
Beginning of quarter at Jun. 30, 2022	2	(289,829)	509,476	37,007	(953)	1,169
Repurchase of common stock, shares							4,716,026
Repurchase of common stock		(59,815)
Issuance of treasury stock, for acquisition		4,800
Net income				4,402			$ 4,402
Dividends declared and paid				(6,793)
Shares issued for stock options exercised, shares							681,139
Shares issued for stock options exercised			1,443
Agent growth incentive stock compensation			8,523
Stock option compensation			3,757
Agent equity stock compensation			44,395
Foreign currency translation loss							$ (521)
Ending of quarter at Sep. 30, 2022	$ 2	$ (344,844)	$ 567,594	$ 34,616	$ (1,474)	$ 1,169	$ 257,063

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 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 (income) losses 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

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DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2022

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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,

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.

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ACQUISITIONS

9 Months Ended

Sep. 30, 2022

ACQUISITIONS

ACQUISITIONS

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.

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EXPECTED CREDIT LOSSES

9 Months Ended

Sep. 30, 2022

EXPECTED CREDIT LOSSES [Abstract]

EXPECTED CREDIT LOSSES

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.

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PLANT, PROPERTY AND EQUIPMENT, NET

9 Months Ended

Sep. 30, 2022

PLANT, PROPERTY AND EQUIPMENT, NET [Abstract]

PLANT, PROPERTY AND EQUIPMENT, NET

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.

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GOODWILL AND INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2022

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS

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.

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.

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STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2022

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

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

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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EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2022

EARNINGS PER SHARE

EARNINGS PER SHARE

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.

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INCOME TAXES

9 Months Ended

Sep. 30, 2022

INCOME TAXES

INCOME TAXES

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.  

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FAIR VALUE MEASUREMENT

9 Months Ended

Sep. 30, 2022

FAIR VALUE MEASUREMENT

FAIR VALUE MEASUREMENT

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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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2022

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

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.

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SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2022

SEGMENT INFORMATION

SEGMENT INFORMATION

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.

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.

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2022

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

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

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

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

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,

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

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

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 and Issued Accounting Principles

	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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Cash

	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

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PLANT, PROPERTY AND EQUIPMENT, NET (Tables)

9 Months Ended

Sep. 30, 2022

PLANT, PROPERTY AND EQUIPMENT, NET [Abstract]

Schedule of plant, property and equipment

	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

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GOODWILL AND INTANGIBLE ASSETS (Tables)

9 Months Ended

Sep. 30, 2022

GOODWILL AND INTANGIBLE ASSETS

Schedule of Definite-Lived Assets

	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

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STOCKHOLDERS' EQUITY (Tables)

9 Months Ended

Sep. 30, 2022

STOCKHOLDERS' EQUITY

Schedule of common stock issued roll forward

​	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

Changes in the Company's stock compensation liability

		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

Schedule of shares repurchased

	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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EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2022

EARNINGS PER SHARE

Schedule of calculation of basic and diluted earnings per share

	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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Cash) (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents	$ 134,545	$ 98,064	$ 108,237	$ 100,143
Restricted cash	52,652	69,406	67,673	27,781
Net change in cash, cash equivalents and restricted cash	11,287	39,546
Total cash, cash equivalents, and restricted cash	$ 187,197	$ 167,470	$ 175,910	$ 127,924

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ACQUISITIONS (Narrative) (Details) - USD ($) $ in Thousands		9 Months Ended
	Jul. 01, 2022	Sep. 30, 2022	Sep. 30, 2021
Business Acquisition [Line Items]
Acquisition cash paid amount		$ 9,668	$ 1,500
Zoocasa Realty Inc [Member]
Business Acquisition [Line Items]
Purchase price	$ 17,458
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable	4,800
Payments to Acquire Businesses, Gross	9,668
Goodwill, acquired during period	14,459
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill	1,281
Cash acquired	$ 2,772

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EXPECTED CREDIT LOSSES (Narrative) (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Accounts receivable, allowance for credit losses and bad debt	$ 2,786,000	$ 2,198,000
Agent Noncommission Based Fees [Member]
Accounts Receivable, before Allowance for Credit Loss	12,369,000	7,188,000
Accounts receivable, allowance for credit losses and bad debt	1,963,000	2,198,000
Commissions Receivable for Real Estate Property Settlements [Member]
Accounts Receivable, before Allowance for Credit Loss	110,239,000	128,499,000
Accounts receivable, allowance for credit losses and bad debt	$ 823,000	$ 0

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PLANT, PROPERTY AND EQUIPMENT, NET (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
PLANT, PROPERTY AND EQUIPMENT, NET [Abstract]
Depreciation expense	$ 2,129	$ 1,376	$ 5,699	$ 3,572

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PLANT, PROPERTY AND EQUIPMENT, NET (Schedule of Fixed assets) (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
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
Computer hardware and software
Total depreciable property and equipment	32,148	20,824
Furniture, fixtures and equipment
Total depreciable property and equipment	$ 26	$ 26

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GOODWILL AND INTANGIBLE ASSETS (Narrative) (Details) - USD ($)		3 Months Ended		9 Months Ended
	Jul. 01, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Indefinite-lived intangible assets (excluding goodwill)		$ 0		$ 0
Goodwill		26,514,000		26,514,000		$ 12,945,000
Amortization of intangible assets		638,000	$ 318,000	1,455,000	$ 939,000
Goodwill, impairment loss		0	$ 0	$ 0	$ 0
Zoocasa Realty Inc [Member]
Total consideration	$ 17,458,000
Goodwill, acquired during period	$ 14,459,000
Zoocasa Realty Inc [Member] | Adjustment
Goodwill, acquired during period		$ (890,000)

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GOODWILL AND INTANGIBLE ASSETS (Schedule of Definite-Lived Assets) (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 12,679	$ 9,780
Accumulated Amortization	(3,704)	(2,252)
Net Carrying Amount	8,975	7,528
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Amount	2,836	2,836
Accumulated Amortization	0	0
Net Carrying Amount	2,836	2,836
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Amount	3,453	2,868
Accumulated Amortization	(769)	(554)
Net Carrying Amount	2,684	2,314
Existing technology
Finite-Lived Intangible Assets [Line Items]
Gross Amount	3,827	1,846
Accumulated Amortization	(2,144)	(1,102)
Net Carrying Amount	1,683	744
Non-competition agreements
Finite-Lived Intangible Assets [Line Items]
Gross Amount	458	125
Accumulated Amortization	(125)	(125)
Net Carrying Amount	333	0
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Amount	1,895	1,895
Accumulated Amortization	(503)	(361)
Net Carrying Amount	1,392	1,534
Licensing agreement
Finite-Lived Intangible Assets [Line Items]
Gross Amount	210	210
Accumulated Amortization	(163)	(110)
Net Carrying Amount	$ 47	$ 100

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STOCKHOLDERS' EQUITY (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jun. 30, 2022	Dec. 31, 2021	Jun. 30, 2021	Dec. 31, 2020
Common stock issued	168,562,464	153,549,867	168,562,464	153,549,867	163,286,569	155,516,284	151,146,986	146,677,786
Common stock outstanding	152,702,078		152,702,078			148,764,592
Repurchase of common stock, shares	4,716,026	1,287,499	9,452,025	3,478,301
Shares issued for stock options exercised, shares	681,139	337,234	2,044,193	2,682,142
Stock based compensation			$ 10,872	$ 9,608
Common Stock, Shares Authorized	900,000,000		900,000,000			900,000,000
Common stock, par value	$ 0.00001		$ 0.00001			$ 0.00001
Grant date fair value	$ 8.50
Agent Equity Award Program
Stock issued for services, shares	3,410,310	1,075,500	8,903,217	2,574,766
Stock issued for services, value	$ 44,395	$ 41,838	$ 131,230	$ 101,691
Percentage of commission potentially redeemed in common stock			5.00%
Percentage of discount of market price, date of issuance			10.00%
Agent Growth Incentive Program
Stock issued for services, shares	1,184,446	990,147	2,098,770	1,615,173
Stock based compensation	$ 5,800		$ 22,828
Amount of stock compensation attributable to liability classified awards	$ (985)		$ 3,466
Stock Options
Stock options granted, shares	394,657	176,263	1,167,042	370,594
Grant date fair value		$ 23.26	$ 11.21	$ 24.05

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STOCKHOLDERS' EQUITY (Schedule of common stock issued) (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Common Stock, Shares, Issued, Beginning Balance	163,286,569	151,146,986	155,516,284	146,677,786
Shares issued for stock options exercised, shares	681,139	337,234	2,044,193	2,682,142
Common Stock, Shares, Issued, Ending Balance	168,562,464	153,549,867	168,562,464	153,549,867
Agent Equity Award Program
Agent equity stock compensation, shares	3,410,310	1,075,500	8,903,217	2,574,766
Agent Growth Incentive Program
Agent equity stock compensation, shares	1,184,446	990,147	2,098,770	1,615,173

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STOCKHOLDERS' EQUITY (Changes in the Company's stock compensation liability) (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
STOCKHOLDERS' EQUITY
Stock grant liability increase year to date	$ 3,466	$ 4,341
Stock grants reclassified from liability to equity year to date	(2,430)
Balance, at end of period	$ 5,377

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STOCKHOLDERS' EQUITY (Stock Repurchase Plan) (Narrative) (Details) - USD ($) $ in Millions	Sep. 27, 2022	May 06, 2022	May 03, 2022	Dec. 31, 2020	Jun. 30, 2020	Dec. 31, 2018
STOCKHOLDERS' EQUITY
Stock repurchase program authorized amount			$ 500.0	$ 400.0	$ 75.0	$ 25.0
Minimum
STOCKHOLDERS' EQUITY
Stock repurchase program authorized amount per month			$ 10.0
Maximum
STOCKHOLDERS' EQUITY
Stock repurchase program authorized amount per month	$ 13.3	$ 20.0

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STOCKHOLDERS' EQUITY (Schedule of shares repurchased) (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Treasury stock:
Balance, beginning of quarter	11,487,691	4,725,296	6,751,692	2,534,494
Repurchase of common stock, shares	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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EARNINGS PER SHARE (Schedule of calculation of basic and diluted earnings (loss) per share) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
EARNINGS PER SHARE
Net income attributable to common stock	$ 4,402	$ 23,821	$ 22,643	$ 65,717
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 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
Shares excluded, anti-dilutive	1,315,861	132,704	845,162	75,680

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INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
INCOME TAXES
Income tax benefit	$ (4,627)	$ (12,884)	$ (8,115)	$ (33,258)
Effective income tax rate			(56.20%)	(102.50%)

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FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Money Market Funds [Member]
Money market funds	$ 43,679	$ 43,386

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COMMITMENT AND CONTINGENCIES (Narrative) (Details) - USD ($) $ in Thousands	2 Months Ended
	Apr. 30, 2022	Sep. 30, 2022
Loss Contingency, Estimate of Possible Loss		$ 10,000
Fair Value Disclosure, Off-balance Sheet Risks, Face Amount, Liability	$ 25,000
Flagstar Bank FSB [Member]
Investment Company, Committed Capital	2,000
Texas Capital Bank [Member]
Investment Company, Committed Capital	$ 1,250

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SEGMENT INFORMATION (Narrative) (Details) - segment	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Number of reportable segments	1
Total Assets | Product Concentration Risk | Real Estate Brokerage Segment
Concentration risk percentage	96.90%		99.00%
Sales Revenue, Net | Product Concentration Risk | Real Estate Brokerage Segment
Concentration risk percentage	99.10%	99.20%
Non Domestic | Total Assets | Geographic Concentration Risk
Concentration risk percentage	5.00%		8.00%
Non Domestic | Sales Revenue, Net | Geographic Concentration Risk
Concentration risk percentage	9.00%	8.00%

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SUBSEQUENT EVENTS (Narrative) (Details) - Subsequent Event [Member]	Oct. 27, 2022 $ / shares
Dividends Payable, Amount Per Share	$ 0.045
Dividends Payable, Date to be Paid	Nov. 28, 2022
Dividends Payable, Date Declared	Oct. 27, 2022
Dividends Payable, Date of Record	Nov. 14, 2022