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 June 30, 2021

☐ 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

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Description automatically generated

EXP WORLD HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware		98-0681092
(State or other jurisdiction		(IRS Employer
of incorporation)		Identification No.)

2219 Rimland Drive, Suite 301

Bellingham, WA 98226

(Address of principal executive offices) (Zip Code)

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

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


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

Indicate by check mark whether the registrant (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 146,421,690 shares of the registrant’s Common Stock, $0.00001 par value, outstanding as of June 30, 2021.

Table of Contents

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	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	25

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other information	26
Item 6.	Exhibits	27

Table of Contents

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, 2020.

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.

Table of Contents

PART 1 – FINANCIAL INFORMATION

Item 1.

FINANCIAL STATEMENTS (UNAUDITED)

EXP WORLD HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

(UNAUDITED)


	June 30, 2021	December 31, 2020
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$ 107,413	$ 100,143
Restricted cash	93,762	27,781
Accounts receivable, net of allowance for credit losses of $1,671 and $1,879, respectively	134,250	76,951
Prepaids and other assets	11,707	7,350
TOTAL CURRENT ASSETS	347,132	212,225
Property, plant, and equipment, net	11,165	7,848
Operating lease right-of-use assets	622	819
Other noncurrent assets	7	-
Intangible assets, net	7,934	8,350
Deferred tax assets	15,329	-
Goodwill	12,945	12,945
TOTAL ASSETS	$ 395,134	$ 242,187

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$ 6,318	$ 3,957
Customer deposits	93,762	27,781
Accrued expenses	119,605	62,750
Current portion of long-term payable	916	1,416
Current portion of lease obligation - operating lease	286	746
TOTAL CURRENT LIABILITIES	220,887	96,650
Long-term payable, net of current portion	1,716	2,876
Long-term lease obligation - operating lease, net of current portion	334	74
TOTAL LIABILITIES	222,937	99,600

EQUITY
Common Stock, $0.00001 par value 220,000,000 shares authorized; 151,146,986 issued and 146,421,690 outstanding in 2021; 146,677,786 issued and 144,143,292 outstanding in 2020.	1	1
Additional paid-in capital	295,035	218,492
Treasury stock, at cost: 4,725,296 and 2,534,494 shares held, respectively	(126,906)	(37,994)
Accumulated earnings (deficit)	2,734	(39,162)
Accumulated other comprehensive income	318	247
Total eXp World Holdings, Inc. stockholders' equity	171,182	141,584
Equity attributable to noncontrolling interest	1,015	1,003
TOTAL EQUITY	172,197	142,587
TOTAL LIABILITIES AND EQUITY	$ 395,134	$ 242,187

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

Table of Contents

EXP WORLD HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

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

(UNAUDITED)


	Three Months Ended June 30,		Six Months Ended June 30,
	2021	2020	2021	2020
Revenues	$ 999,887	$ 353,525	$ 1,583,720	$ 624,946
Operating expenses
Commissions and other agent-related costs	919,970	319,164	1,450,317	562,570
General and administrative expenses	60,721	25,155	107,021	52,015
Sales and marketing expenses	2,683	887	4,940	1,831
Total operating expenses	983,374	345,206	1,562,278	616,416
Operating income	16,513	8,319	21,442	8,530
Other expense

SEC Form 10-Q filed by eXp World Holdings, Inc.