UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 15, 2018
EXP WORLD HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Commission File Number:
000-53300
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Delaware
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98-0681092
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(State or other jurisdiction
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(IRS Employer
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of incorporation)
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Identification No.)
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2219 Rimland Drive, Suite 301
Bellingham, WA 98226
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including
area code:
(360) 685-4206
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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240. 12b-2).
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. ☐
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Item 2.02
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Results of Operations and Financial Condition
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On May 15, 2018, eXp World Holdings,
Inc. (the “Company”),
issued a press release announcing its financial results
for the quarter ended March 31, 2018. A copy of the Company’s May 15, 2017 press release is attached hereto as Exhibit 99.1
The information in this Current Report
on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as expressly set forth by specific reference in such filing.
Exhibit 99.1 contains certain non-GAAP financial information.
The reconciliation of such non-GAAP financial information to GAAP financial measures is included in Exhibit 99.1. Further, Exhibit
99.1 contains statements intended as “forward-looking statements,” all of which are subject to the cautionary statements
about forward-looking statements set forth therein.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits.
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Exhibit
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Number
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Description
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99.1
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Press Release dated May 15, 2018
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 15, 2018
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EXP WORLD HOLDINGS, INC.
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By:
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/s/ Alan Goldman
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Alan Goldman
Chief Financial Officer
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Exhibit 99.1
eXp World Holdings Reports Record
First Quarter 2018 Results,
Receives Approval to Uplist to
Nasdaq
Revenue Up 188% Year-over-year
to $62 Million, Nearly Tripled Agent Count
BELLINGHAM, WASH. — May 15, 2018 —
eXp
World Holdings (OTCQB: EXPI), the holding company for eXp Realty, the largest residential real estate brokerage by geography in
North America, today announced financial results for the first quarter ended March 31, 2018.
The company also announced that it has received approval
to list the company’s common stock on the Nasdaq Global Market. Once the final paperwork with Nasdaq is complete, shares
of the company’s common stock will begin trading on The Nasdaq Stock Market next week.
Q1 2018 Highlights
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●
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$62 million in revenue, 188% increase year-over-year
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●
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Nearly tripled agent count during same time a year ago
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●
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Transaction volume closed increased 188% to $2.3 billion
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“During the last year, eXp Realty became the largest
residential real estate brokerage by geography in North America and nearly tripled agent count. Our record results are fueled by
our tremendous agent and location growth,” said eXp World Holdings CEO, Chairman and Founder Glenn Sanford. “Receiving
approval to list on Nasdaq brings us one step closer to enhancing the value we deliver to our agents and shareholders, and we are
excited to start trading on Nasdaq very soon."
First Quarter 2018 Financial Summary
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●
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Revenue increased 188% to a record $62 million, from $21.5 million in the first quarter of 2017. This represents 37% growth
quarter-over-quarter, from $45.4 million in the fourth quarter of 2017.
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●
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Gross margin grew 144% to $6.3 million, compared to $2.6 million in the first quarter of 2017.
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●
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Net loss was $10.7 million, or $(0.19) per diluted share, compared to net loss of $2.9 million, or $(0.05) per diluted share,
in the first quarter of 2017.
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●
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Adjusted EBITDA (a non-GAAP financial measure) increased significantly to $1.5 million in the first quarter of 2018, compared
to $71,999 in the first quarter of 2017.
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●
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Cash flow from operations increased significantly to $3.9 million, compared to $157,286 in the first quarter of 2017.
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First Quarter Consolidated 2018 Operating and Business
Highlights
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●
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The number of agents and brokers
on the eXp Realty platform nearly tripled year-over-year, growing to 9,290 at the end of the first quarter of 2018 from 3,118 in
the same quarter a year ago. This represents 43% sequential growth, compared to 6,511 at the end of the fourth quarter of 2017.
In April, eXp Realty crossed the 10,000-agent mark.
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●
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Residential transaction sides closed for the first quarter of 2018 was 9,473, an increase of 176% compared to 3,432 during
the first quarter of 2017. This represents 17% sequential growth, compared to 8,080 during the fourth quarter of 2017.
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●
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Residential transaction volume closed for the first quarter of 2018 was $2.3 billion, an increase of 188
%,
compa
red to $807.6 million during the first quarter of 2017. This represents 20% sequential growth, compared to $1.9 billion
during the fourth quarter of 2017.
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Use of Non-GAAP Financial Measures
To provide investors with additional information regarding
our financial results, this press release includes references to Adjusted EBITDA, a non-GAAP financial measure. We view Adjusted
EBITDA as an operating performance measure and, as such, we believe that the GAAP financial measure most directly comparable to
it is net income (loss). We define Adjusted EBITDA as net income excluding interest, income taxes, depreciation, amortization,
and stock based compensation. We believe that Adjusted EBITDA provides us an important measure of operating performance and enhances
comparability while providing investors with useful insight into the underlying trends of the business. Our use of Adjusted EBITDA
has limitations as an analytical tool, and this measure should not be considered in isolation or as a substitute for an analysis
of our results as reported under GAAP, as the excluded items may have significant effects on our operating results and financial
condition. Additionally, our measure of Adjusted EBITDA may differ from other companies’ measure of Adjusted EBITDA. When
evaluating our performance, Adjusted EBITDA should be considered with other financial performance measures, including various cash
flow metrics, net income and other GAAP results. In the future, we may disclose different non-GAAP financial measures in order
to help our investors and others more meaningfully evaluate and compare our future results of operations to our previously reported
results of operations.
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
expansion, revenue growth, operating results, financial performance and net income changes. 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.
About eXp World Holdings
eXp World Holdings,
Inc. (OTCQB: EXPI
) is the holding company for
eXp Realty, LLC, the largest residential
real estate brokerage by geography in North America. eXp Realty (exprealty.com) is changing the way that agents, brokers and consumers
work together in an adaptive, sustainable environment. It is an agent-designed and agent-owned company. As the leading, national,
cloud-based real estate brokerage, eXp Realty provides 24/7 access to collaborative tools, training and socialization for real
estate brokers and agents through its virtual campus environment. It is one of the fastest growing real estate brokerage firms
in North America with nearly 11,000 agents in 49 U.S. states, the District of Columbia and the provinces of Alberta and Ontario,
Canada. 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 website at www.eXpRealty.com.
Reported
Consolidated Results
EXP WORLD HOLDINGS, INC
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CONDENSED CONSOLIDATED BALANCE
SHEETS
(UNAUDITED)
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March 31, 2018
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December 31, 2017
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ASSETS
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CURRENT ASSETS
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Cash and cash equivalents
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$
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8,340,851
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$
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4,672,034
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Restricted cash
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1,770,599
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923,193
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Accounts receivable, net of allowance $174,464 and $179,759, respectively
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9,110,304
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6,912,657
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Prepaids and other assets
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682,995
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591,034
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TOTAL CURRENT ASSETS
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19,904,749
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13,098,918
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OTHER ASSETS
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Fixed assets, net
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1,868,413
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1,538,213
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TOTAL OTHER ASSETS
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1,868,413
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1,538,213
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TOTAL ASSETS
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$
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21,773,162
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$
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14,637,131
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LIABILITIES AND STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES
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Accounts payable
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$
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750,657
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$
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635,087
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Customer deposits
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1,770,599
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923,193
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Accrued expenses
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13,473,684
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8,818,180
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TOTAL CURRENT LIABILITIES
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15,994,940
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10,376,460
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Commitments and contingencies
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–
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–
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STOCKHOLDERS EQUITY
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Common Stock $0.00001 par value 220,000,000 shares authorized; 56,303,864 and 54,962,535 shares issued and outstanding at
March 31, 2018 and December, 31, 2017, respectively
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564
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550
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Additional paid-in capital
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49,063,199
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36,848,041
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Accumulated deficit
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(43,292,720
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)
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(32,596,374
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)
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Accumulated comprehensive income (loss)
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7,179
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8,454
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TOTAL STOCKHOLDERS' EQUITY
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5,778,222
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4,260,671
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$
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21,773,162
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$
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14,637,131
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EXP WORLD HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS
OF OPE RATIONS
(UNAUDITED)
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Three Months Ended March 31,
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2018
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2017
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Net revenues
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$
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61,962,531
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$
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21,528,183
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Operating expenses
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Cost of revenues
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55,701,516
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18,960,135
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General and administrative
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15,688,749
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4,775,331
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Professional fees
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592,365
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364,460
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Sales and marketing
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645,797
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301,222
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Total expenses
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72,623,427
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24,401,693
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Net loss from operations
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(10,665,896
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)
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(2,873,515
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)
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Other income and (expenses)
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Other income
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–
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–
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Interest expense
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–
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(1,715
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)
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Total other income and (expenses)
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–
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(1,715
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)
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Loss from before income tax expense
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(10,665,896
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)
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(2,875,230
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)
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Income tax expense
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(30,450
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)
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(24,591
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)
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Net loss
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(10,696,346
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)
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(2,899,821
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)
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Net loss attributable to common shareholders
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$
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(10,696,346
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)
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$
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(2,899,821
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)
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Net loss per share attributable to common shareholders
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Basic from continuing operations
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$
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(0.19
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)
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$
|
(0.05
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)
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Diluted from confining operations
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$
|
(0.19
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)
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$
|
(0.05
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)
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|
|
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|
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Weighted average shares outstanding
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Basic
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56,193,753
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|
|
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54,216,392
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Diluted
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56,193,753
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54,216,392
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US-GAAP
NET INCOME (LOSS) TO ADJUSTED EBITDA RECONCILIATION
Quarter
Ended,
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Adjusted EBITDA reconciliation
|
|
Mar-17
|
|
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Mar-18
|
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Net Income / (Loss)
|
|
$
|
(2,899,821
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)
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$
|
(10,696,346
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)
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Interest
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1,715
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|
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–
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Taxes
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24,591
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|
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30,450
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Depreciation & Amortization
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13,265
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|
183,321
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Stock Compensation
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|
646,232
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|
8,279,108
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Stock Option (benefit)
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|
|
1,467,735
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|
1,301,703
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Agent equity program
|
|
|
818,232
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|
|
|
2,370,002
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Adjusted EBITDA
|
|
$
|
71,999
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$
|
1,468,238
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Connect with eXp Realty and eXp
World Holdings:
●
Facebook -
Canada, United States, investor relations
●
Twitter -
United States, investor relations
●
LinkedIn -
Canada
and
United States
Media Relations Contact:
Cynthia Nowak
Director of marketing and communications,
eXp Realty
360.419.5285 ext. 116
cynthia.nowak@exprealty.com
Investor Relations Contact:
Greg Falesnik
Managing director, MZ Group –
MZ North America
949.385.6449
greg.falesnik@mzgroup.us