Contract
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 Xxxx Xxxxxxx (“Xxxxxxx”) and Xxxx Xxxx (“Xxxx”), 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 Xxxxxxx and Xxxx 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.
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 |
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 |
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 |
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. |