UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 28, 2017
EXP
WORLD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 333-168025
Delaware | 98-0681092 |
(State or other jurisdiction | (IRS Employer |
of incorporation) | Identification No.) |
1321 King Street, Suite 1
Bellingham, WA 98229
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: (360) 685-4206
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
The Company is making a presentation at the shareholders’ event at the Coronado Island Marriott Resort & Spa in Coronado, California, beginning at 8:30 a.m. Pacific Time on April 28, 2017. A copy of the materials to be presented at the meeting is furnished as Exhibit 99.1 to this Current Report on Form 8-K, incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information contained in this Item 7.01 and in Exhibit 99.1 furnished as an exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section, and shall not be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
Item 8.01 Other Information
Agent Advisory Council. On April 28, 2017, the Company issued a press release regarding the launch of an Agent Advisory Council. A copy of the press release is accessible on the Company’s website at http://investors.exprealty.com and furnished as Exhibit 99.2 to this Current Report on Form 8-K, incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description | |
99.1 | Company presentation delivered April 28, 2017 | |
99.2 | Press release dated April 28, 2017 |
2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 28, 2017
EXP WORLD HOLDINGS, INC. | ||
By: | /s/ Alan Goldman | |
Alan Goldman Chief Financial Officer |
3 |
Exhibit 99.1
2017 Present and Future Shareholder Event
1 |
SHAREHOLDERS 2017 Safe Harbor Statement Statements in the presentations today relating to eXp World Holdings, Inc.’s future plans, expectations, beliefs, intentions and prospects, including those related to its growth and financial performance, are “forward - looking statements” and are subject to material risks and uncertainties. Many factors could affect our current expectations and our actual results, and could cause actual results to differ materially. We presently consider the following to be among the important factors that could cause actual results to differ materially from expectations: (1) uncertainties related to the residential real estate market, which is subject to a number of macroeconomic conditions beyond our control; (2) current global capital market uncertainties; (2) potential dilution to our stockholders; (3) adoption of or changes in legislation or regulations adversely affecting our businesses; (4) changes in the United States or other monetary or fiscal policies; (5) changes in generally accepted accounting principles; (6) potential inability to implement our business strategies and grow revenues organically; and (7) potential inability to maintain an effective system of internal controls over financial reporting. A detailed discussion of these factors and other risks that affect our business is contained in our SEC filings, including our most recent reports on Form 10 - K and Form 10 - Q, particularly under the heading “Risk Factors.” Copies of these filings are available online from the SEC or by clicking on “SEC Filings” form our website at http://www.expworldholdings.com. All information set forth in this presentation is current as of April 28, 2017. eXp World Holdings, Inc. undertakes no duty to update any statement in light of new information or future events.
2 |
SHAREHOLDERS 2017 Coming Up This Morning: ● Shareholders | 8:30 - 10:30am ○ Executive Presentations ○ New Independent Auditor - BDO | Matt McReynolds ○ MZ Group Investor Relations | Greg Falesnik ● Meet and Greet w/ Board of Directors and Executive Team | 10:30 - 11:30am
3 |
2017 Present and Future Shareholder Event
4 |
SHAREHOLDERS 2017 Glenn Sanford Chairman Jason Gesing Director Gene Frederick Director Rick Miller Independent Director Darren Jacklin Independent Director Laurie Hawkes Independent Director Randall Miles Independent Director BOARD OF DIRECTORS
5 |
SHAREHOLDERS 2017 A YEAR IN REVIEW Founder/CEO Perspective
6 |
SHAREHOLDERS 2017 ● The purpose of a business is to serve the needs of its owners. GETTING TO THE 7th LEVEL: ● As owners of your own personal real estate practices, one goal many agents and brokers set is to grow their business to the 7th level. ● What is the 7th level, why should you care - and why should you care that we care?
7 |
2017 WORKING ON THE BUSINESS, NOT IN IT!
8 |
2017 TRANSITION FROM STARTUP TO ENTERPRISE 1 2
9 |
SHAREHOLDERS 2017 The Agent - Owned Cloud Brokerage We want the value proposition of eXp Realty to be so good that it would be irresponsible for agents and brokers to hang their license anywhere else. ®
10 |
SHAREHOLDERS 2017 A YEAR IN REVIEW Financial Review
11 |
12 |
SHAREHOLDERS 2017
13 |
SHAREHOLDERS 2017 3
14 |
SHAREHOLDERS 2017 US - GAAP NET INCOME (LOSS) TO ADJUSTED EBITDA RECONCILIATION Fiscal Year Ended, December 31, Adjusted EBITDA reconciliation 2014 2015 2016 Net Income / (Loss) $ 103,843 $ (4,602,975) $ (26,043,274) Interest 942 1,127 370 Taxes (72,353) 103,069 42,528 Depreciation & Amortization 14,493 26,304 58,374 Stock Compensation 136,494 1,293,077 5,559,898 Stock Option 96,604 3,497,491 21,964,472 Adjusted EBITDA $ 280,023 $ 318,093 $ 1,582,368
15 |
SHAREHOLDERS 2017 A YEAR IN REVIEW Operations Review
16 |
BUILDING THE TECH ENABLED RE BROKERAGE
17 |
18 |
SHAREHOLDERS 2017
19 |
SHAREHOLDERS 2017 1,103 AGENTS SHAREHOLDERS | 2016
20 |
SHAREHOLDERS 2017
21 |
SHAREHOLDERS 2017 3,309 AGENTS SHAREHOLDERS | 2017
22 |
Scott Petronis TECHNOLOGY Product Agent Solutions Cloud Innovation BROKERAGE OPERATIONS Kathy Gordon Compliance Policy/Procedure Support AGENT EXPERIENCE Kee Wah Chung Agent Services Transaction Team Tech Support MARKETING Mitch Robinson Communications Events Branding GROWTH & PRODUCTIVITY Jason Gesing Agent Attraction Coaching Industry Outreach FINANCE Alan Goldman Accounting Reporting Business Planning
23 |
24 |
SHAREHOLDERS 2017 EXP ENTERPRISE APPLICATION
25 |
Matt McReynolds, CPA Assurance Office Managing Partner BDO USA LLP NEW INDEPENDENT AUDITOR
26 |
Greg Falesnik Managing Director MZ Group INVESTOR RELATIONS
27 |
2017 Present and Future Shareholder Event
28 |
SHAREHOLDERS 2017 INDEPENDENT BOARD EXPANDED
29 |
Independent Director & Audit Committee Chair RANDALL MILES
30 |
Independent Director & Compensation Committee Chair LAURIE HAWKES
31 |
SHAREHOLDERS 2017 DEFINING OUR VALUES with Glenn Sanford
32 |
SHAREHOLDERS 2017 The Agent - Owned Cloud Brokera ge TAGLINE: ®
33 |
SHAREHOLDERS PREVIOUSLY ASSUMED VALUES
34 |
SHAREHOLDERS 2017 Drum roll please!
35 |
SHAREHOLDERS BIG 3 VALUES COMMUNITY SERVICE SUSTAINABILITY
36 |
Collaboration CULTURAL VALUES: Innovation Transparency Integrity Agile Fun
37 |
SHAREHOLDERS 2017 AGENT ADVISORY COUNCIL Glenn Sanford, Jason Gesing, & Gene Frederick
38 |
SHAREHOLDERS 2017 ● As a publicly - traded real estate company, it’s imperative that the company and its leaders receive valuable input and collaborate for the mutual benefit of all stakeholders. ● The AAC will be made up of 12 eXp agents/brokers. This group will be led by a chair and vice - chair. ● 11 of the 12 slots on the Council have been determined through a process led by Glenn, Jason, & Gene Frederick.
39 |
SHAREHOLDERS 2017 ● Gene Frederick has been named as founding chair of the AAC for a six - month period. ● eXp World Holdings is providing the opportunity for two agents who participate on the AAC to also serve on the Company’s Board of Directors. ● This industry - leading and progressive step will give our agent - owners an incredible opportunity to provide guidance for future company efforts.
40 |
SHAREHOLDERS 2017 EXECUTIVE TEAM Q&A eXp World Holdings Team Glenn, Russ, Jason, Alan
41 |
SHAREHOLDERS 2017 GLENN’S WRAP UP Thoughts for Next Year (Getting to the 7th Level): ● Formal Shareholders Meeting ● Materials to Review ● Shareholder Votes
42 |
SHAREHOLDERS 2017 Coming Up This Afternoon: ● Lunch at Skyline Terrace | 11:30 - 1pm ● Agent Owner Summit | 1 - 4pm ○ Understanding Your World | Alex Howland ○ Leadership: It Really is About You! | Rick Geha
43 |
2017 MEET AND GREET BOARD OF DIRECTORS & EXECUTIVE TEAM
44 |
EXPCON 2017 Oct. 9 - 11th Fort Lauderdale, Florida Register now at expcloud.com/events and save $50 with promo: SAVE50
45 |
Exhibit 99.2
eXp World Holdings, Inc. to Add Two Agents to Board of Directors
Representation on Board & launch of Advisory Council show ongoing commitment to the Voice of the Agent
SAN DIEGO, CA –(Marketwired – April 28, 2017) – eXp World Holdings, Inc. (OTCQB: EXPI; the “Company”), the holding company for eXp Realty LLC, The Agent-Owned Cloud Brokerage®, announced at its annual shareholder event in San Diego, that two eXp Realty agents will join the Company’s Board of Directors, furthering the Company’s objective of building the most agent-centric real estate brokerage company in the industry.
“Agent ownership is one of the primary reasons why eXp is growing so rapidly. As a publicly-traded national real estate brokerage company, we are only as good as the agents and brokers who are also its shareholders,” said Glenn Sanford, Founder, CEO and Chairman of eXp World Holdings, Inc. “Agent ownership should come with leadership and it’s a huge win that we will now be able to have the “Voice of the Agent” on our Board, engaging with our senior leadership, and providing valuable feedback and insight at the highest level in the organization.”
To make room for these two new positions, Directors Jason Gesing and Gene Frederick have volunteered to transition off the Board over the next year. The new Board members will be selected through an inclusive nominating process tied to the launch of the new eXp Agent Advisory Council. New Board members will receive orientation training time to enable them to succeed in these important new roles.
The Agent Advisory Council will be made up of 12 eXp agents/brokers. Mr. Frederick has been named as the Council’s Founding Chair. The Council will have a strong voice in advising management on a wide range of broker and agent priorities.
About eXp World Holdings, Inc.
eXp World Holdings, Inc. (OTCQB: EXPI) is the holding company for eXp Realty LLC, the Agent-Owned Cloud Brokerage®. As a full-service real estate brokerage, eXp Realty provides 24/7 access to collaborative tools, training, and socialization for real estate brokers and agents through its 3-D, fully-immersive, cloud office environment. eXp Realty, LLC and eXp Realty of Canada, Inc. also feature an attractive revenue sharing program that pays agents a percentage of gross commission income earned by fellow real estate professionals who they attract into the Company.
Related Posts
As a publicly-traded company, eXp World Holdings, Inc. uniquely offers real estate professionals within its ranks opportunities to earn company stock for production and contributions to overall company growth.
For more information, please visit the Company’s Twitter, LinkedIn, Facebook, YouTube, or visit www.eXpRealty.com.
Safe Harbor Statement
The statements contained herein may include statements of future expectations and other forward-looking statements that are based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Such forward-looking statements speak only as of the date hereof, and the Company undertakes no obligation to revise or update them. These statements include, but are not limited to, statements about the Company’s management and the Agent Advisory Council. Such statements are not guarantees of future performance. Important factors that may cause actual results to differ materially and adversely from those expressed in forward-looking statements include changes in business or other market conditions; the difficulty of keeping expense growth at modest levels while increasing revenues; and other risks detailed from time to time in the Company’s Securities and Exchange Commission filings, including but not limited to the most recently filed Annual Report on Form 10-K.
CONTACT INFORMATION
Investor Relations Contact:
Greg Falesnik
Managing Director
MZ Group – MZ North America
949-385-6449
Email contact
www.mzgroup.us
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end
E2ZB#V:*BV#>4F(D_UQX\T4JV#"*$&)/O/_RU
MJXFF 0J=UO\ Z\X&_P!JA_Y;>]*-.D\N4^4G$ _Y;#-7
M(=-4AQOMQ_HK#[XI8],!CE(:W_U"_P 8]>*7M$"IE(Z9)Y-P!#']U!_KAZTK
M::QAF_
";8C[2,_O!1[5%*FS/337^UC$"?\?+=9A2VNG2"ZB'DI
MGS6_Y;CWJ^FE+]K'SVP/VDD_O.]%GI0^TQ@R6W^L;^/ZTO:H/9&=::;(9(AY
M$?W'Y$P[T6NF2#D01C$#_P#+8=!6C::7'OBYMONO_P M?:BVTM#T:V_U#=):
M/:H?LRA%ISE7'E)_QZD<3#\J%TYC%+^ZC_U*_P#+<
\7]G247VBTS<_:/\ AQ\$VD
MFS^#7QLB\+8@\J6&31UD>?KD_:0Q>'ZHF>.HKXX\/_L-_'NQ^(\MYXP^+Y/!^SOC)\:/AU\ O UK
*6 QB[4BUM.+A^]'M1\K*=E;
M0"YAQI\0^9_^7@^]+8VT)9,V,7,3XQ;=CD0TL+ 1OQ;8^QG@6_N*MVERYQBZ3_
M (]FS^X_^M_^NB&Y<(X^U)S9G_EA[C_/M2]H#@5DD BG 2U_U(ZP4[S!Y%SA
M;7I'R8!Z_P">*L)1]:7.%HE:QF7[1"=MKR)/^6/L:2RF&5.RU_X]W/$-6K&YE-Q#_I,?/F?\
MN_L:+*XE!4_:D/[AC_Q[TR](_?Z4ZW^W@/C[;_QY-V^E$1OC'-C[;_Q[+VHN%D,
M:[O/L]S_ *5-C9'_ ,LO?Z4Y[F]\FXQ=3\2I_P LZ=_I_P!FN6!OON1=O>NP
M\"?!OQIXUC>XFENM-L)'1ENKL8:1>O[M.K<=SA3G@FES6$^5'&M
L7O\
M3_\ 53IKB]*INNIO^/)>!%_]:G,;_P N')O?^/8_P_7_ #[4L[7^(\_;?^/)
M<6I;(_ME?#S0WU%Y([KQ-@J%.&'DRGK^%?L'3A3=-69MC:?LYI>1
M\5?%OXR>'-(^,NOZ7<:C LEMK=W$X*\@AB,5S-A\#$@4?VK; >0_1?:OD+
M]K_XF:S8_M=_$;3X=3=5@\<:K&J;"< 7$@Q7FG_"X/$-J"JZM(?W+<[".W_Z
MJB>&G:Z/;H82A*,>;LOR1^^7A"=+KPGI=S&P*R:= RD="#&IKQ[]IR..3QE&
MLEQ&F= '#IG_ ):R5Z?\'IY+GX1^%KF8_/)X
T+J3;V[.#-/CJ(XQ\SGD=!QGG%>#>.?'DOQ!UJ[UVZOQ#"+94L[;R"?)C
MW9&3W8YR3Z\= *
9W _Z.3W'6N',
M)#
M"VDIA[HGR6P6(Y_S_GI7E>T@TX1>QW9=1E#&1D^I\J7XB74.<1-U0\U8'
MEI92'[2XQ;$<*1Q^%1:BD3:D_,^?+?G(S5IHXC8N-UQ_Q[G^(#%
]8>EO')-N#R#][G[XKZBHTZ)CA(*-38^C/V6S$=;M\S
M$'S?[A]!7WOX"\<^,O!_ABSMO"/CW7-+C9'+0Z??2PQN<]2JL 3R>2.]?!'[
M+94:W;MNF_UO\+#TK[FT%[?^P+'#W9/EOTQZBOR_B*LZ>(3BVGY.WY6/J<#3
M3BU))KSU_,=XO\;>.O&_V:T\7_$/7M5@52RP:C?S31A@?O;&8KGWQVKU#X7)
M:1:3=R8^Q#/[K(ZFO)KL6T0AE+79VQ$]1ZUT_@_P"*^BZ2\.GS7%SDV@'^
MM [_ ,ZG(L1.=>\FV_/7\PX@IQG@5"FDEY*WY6/9KP6:Y*W$O_'JG_+ 5!X@
MU"SM%G>6]E("1G!@]AV]?:JEOKMEJ5H+B&6\8&U0Y!7%<3\;_'%GH.FW)2YO
M%?8G60"OKG7YG9,^$HX:4JG*S'^)7Q_T3PYJ<\27;Y$J'B*L[P7^TG8>(-;2
MW-_*P:\7!\OW%?)?QA^)MQJOB.;Z_() O^CG.3G!SZUU9;AE%-
MO4UQ,(PE[NA>TO7I)M5MSB3_ +[K[-^ $\