EX-99.1 3 expi-20241129xex99d1.htm EX-99.1

Exhibit 99.1

On November 29, 2024, eXp World Technologies, LLC (“Seller”), a wholly owned subsidiary of eXp World Holdings, Inc. (the “Company”), completed the sale of substantially all of the assets, including intellectual property, used primarily in its Virbela application-based software platform (the “Business”) pursuant to the Asset Purchase Agreement, dated November 29, 2024 (the “Agreement”), with Virbela LLC (the “Buyer”). The Buyer is wholly owned by Alex Howland (“Howland”) and Erik Hill (“Hill”), the Seller’s former Co-Founder and President and Co-Founder and Vice President, Engineering, respectively. In exchange for the assets acquired by the Buyer under the Agreement, the Buyer assumed all liabilities relating to the Business, subject to specified exceptions, and  Howland and Hill waived severance payments in the aggregate amount of $252,100 contractually owed to them by the Seller upon their termination of employment, which became effective upon the closing of the transactions under the Agreement. The results of the Business were previously reported in the Company’s Virbela segment, which was classified as a discontinued operation beginning in the first quarter of 2024 and reflected in the Company’s Quarterly Reports on Form 10-Q for the first quarter ended March 31, 2024, as filed on May 1, 2024, second quarter ended on June 30, 2024, as filed on July 31, 2024, and third quarter ended September 30, 2024, as filed on November 7, 2024.

The unaudited condensed consolidated pro forma financial statements have been prepared for informational purposes and to assist in the analysis of the Seller’s sale of the Business to the Buyer. This information should be read together with the historical consolidated financial statements and related notes of the Company included in its Annual Reports on Form 10-K for the years ended December 31, 2023, December 31, 2022, and December 31, 2021 and its Quarterly Reports on Form 10-Q for the quarters ended September 30, 2024, June 30, 2024, and March 31, 2024.

The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2023, December 31, 2022 and December 31, 2021, assume the sale occurred on the first day of the earliest fiscal period presented and reflect the Business as a discontinued operation for the periods presented. The unaudited pro forma condensed consolidated financial statements are derived from the historical consolidated financial statements of the Company and are based on assumptions that management believes are reasonable in the circumstances.


EXP WORLD HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(UNAUDITED)

 

For the Year Ended December 31, 2023

As Reported

Virbela Separation (A)

Pro Forma

Revenues

$ 4,281,105

$ 7,284

$ 4,273,821

Operating expenses

Commissions and other agent-related costs

3,957,054

3,157

3,953,897

General and administrative expenses

319,153

11,807

307,346

Sales and marketing expenses

12,156

100

12,056

Impairment expense

9,203

9,203

-

Total operating expenses

4,297,566

24,267

4,273,299

Operating (loss) income

(16,461)

(16,983)

522

Other (income) expense

Other income, net

(4,414)

(31)

(4,383)

Equity in losses of unconsolidated affiliates

1,388

-

1,388

Total other (income) expense, net

(3,026)

(31)

(2,995)

(Loss) income before income tax expense

(13,435)

(16,952)

3,517

Income tax (benefit) expense

(4,462)

(1,992)

(2,470)

Net (loss) income

($ 8,973)

($ 14,960)

$ 5,987

Earnings (loss) per share

Basic, net (loss) income

($ 0.06)

$ 0.04

Diluted, net (loss) income

($ 0.06)

$ 0.04

Weighted average shares outstanding

Basic

153,232,129

153,232,129

Diluted

153,232,129

153,232,129


EXP WORLD HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(UNAUDITED)

 

For the Year Ended December 31, 2022

As Reported

Virbela Separation (A)

Pro Forma

Revenues

$ 4,598,161

$ 8,485

$ 4,589,676

Operating expenses

Commissions and other agent-related costs

4,231,262

2,759

4,228,503

General and administrative expenses

346,132

16,508

329,624

Sales and marketing expenses

15,359

166

15,193

Total operating expenses

4,592,753

19,433

4,573,320

Operating income (loss)

5,408

(10,948)

16,356

Other (income) expense

Other income, net

(804)

(1)

(803)

Equity in losses of unconsolidated affiliates

1,624

-

1,624

Total other (income) expense, net

820

(1)

821

Income (loss) before income tax expense

4,588

(10,947)

15,535

Income tax (benefit) expense

(10,836)

(105)

(10,731)

Net (loss) income

15,424

(10,842)

26,266

Net loss attributable to noncontrolling interest

(18)

-

(18)

Net (loss) income attributable to eXp World Holdings, Inc.

$ 15,442

($ 10,842)

$ 26,284

Earnings (loss) per share

Basic, net (loss) income

$ 0.10

$ 0.17

Diluted, net (loss) income

$ 0.10

$ 0.17

Weighted average shares outstanding

Basic

151,036,110

151,036,110

Diluted

156,220,165

156,220,165


EXP WORLD HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(UNAUDITED)

 

For the Year Ended December 31, 2021

As Reported

Virbela Separation (A)

Pro Forma

Revenues

$ 3,771,170

$ 8,615

$ 3,762,555

Operating expenses

Commissions and other agent-related costs

3,475,139

2,198

3,472,941

General and administrative expenses

249,699

19,260

230,439

Sales and marketing expenses

12,180

890

11,290

Total operating expenses

3,737,018

22,348

3,714,670

Operating income (loss)

34,152

(13,733)

47,885

Other (income) expense

Other expense, net

292

-

292

Equity in losses of unconsolidated affiliates

188

-

188

Total other (income) expense, net

480

-

480

Income (loss) before income tax expense

33,672

(13,733)

47,405

Income tax (benefit) expense

(47,487)

-

(47,487)

Net (loss) income

81,159

(13,733)

94,892

Net loss attributable to noncontrolling interest

(61)

-

(61)

Net income (loss) attributable to eXp World Holdings, Inc.

$ 81,220

($ 13,733)

$ 94,953

Earnings (loss) per share

Basic, net (loss) income

$ 0.56

$ 0.65

Diluted, net (loss) income

$ 0.51

$ 0.60

Weighted average shares outstanding

Basic

146,170,871

146,170,871

Diluted

157,729,374

157,729,374


EXP WORLD HOLDINGS, INC.

Notes to Consolidated Financial Statements

(Amounts in thousands, unless otherwise noted)

(A)Reflects the discontinued operations, including results of operations attributable to Virbela which were included in the Company’s historical audited and unaudited consolidated financial statements. In accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations, the amounts exclude the following:
1.The impact of intercompany activity between the Company and Virbela, including intercompany sales of $2.5 million, $2.2 million and $1.9 million, respectively, for the years ended December 31, 2023, 2022 and 2021, respectively, that were eliminated in consolidation.
(B)The pro forma effects of the Virbela disposition on the Company’s consolidated balance sheet at December 31, 2023, assuming disposition had closed on December 31, 2023, would have been as follows:
Total assets of $385.7 million would have been reduced by $5.8 million, reflecting the removal of the assets of discontinued operations held for sale at December 31, 2023.
Total liabilities of $141.7 million would have been reduced by $1.8 million, reflecting the removal of the liabilities of discontinued operations held for sale at December 31, 2023.