Item 1. Financial Statements
Item 1.
FINANCIAL STATEMENTS (UNAUDITED)
EXP WORLD HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
(UNAUDITED)
March 31, 2022
December 31, 2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$ 130,092
$ 108,237
Restricted cash
116,939
67,673
Accounts receivable, net of allowance for credit losses of $ 2,417 and $ 2,198 , respectively
142,963
133,489
Prepaids and other assets
9,348
9,916
TOTAL CURRENT ASSETS
399,342
319,315
Property, plant, and equipment, net
19,024
15,902
Operating lease right-of-use assets
2,387
2,482
Other noncurrent assets
2,510
2,827
Intangible assets, net
7,204
7,528
Deferred tax assets
58,728
52,827
Goodwill
12,945
12,945
TOTAL ASSETS
$ 502,140
$ 413,826
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable
$ 7,191
$ 7,158
Customer deposits
116,939
67,673
Accrued expenses
128,741
111,672
Current portion of lease obligation - operating lease
238
311
TOTAL CURRENT LIABILITIES
253,109
186,814
Long-term payable
2,714
2,714
Long-term lease obligation - operating lease, net of current portion
779
765
TOTAL LIABILITIES
256,602
190,293
EQUITY
Common Stock, $ 0.00001 par value 900,000,000 shares authorized; 158,300,605 issued and 150,416,865 outstanding in 2022; 155,516,284 issued and 148,764,592 outstanding in 2021
2
1
Additional paid-in capital
450,570
401,479
Treasury stock, at cost: 7,883,740 and 6,751,692 shares held, respectively
( 239,965 )
( 210,009 )
Accumulated earnings
33,533
30,510
Accumulated other comprehensive income
229
188
Total eXp World Holdings, Inc. stockholders' equity
244,369
222,169
Equity attributable to noncontrolling interest
1,169
1,364
TOTAL EQUITY
245,538
223,533
TOTAL LIABILITIES AND EQUITY
$ 502,140
$ 413,826
The accompanying notes are an integral part of these condensed consolidated financial statements.
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EXP WORLD HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, except share amounts and per share data)
(UNAUDITED)
Three Months Ended March 31,
2022
2021
Revenues
$ 1,010,731
$ 583,833
Operating expenses
Commissions and other agent-related costs
927,267
$ 530,347
General and administrative expenses
75,322
46,300
Sales and marketing expenses
3,700
2,257
Total operating expenses
1,006,289
578,904
Operating income
4,442
4,929
Other (income) expense
Other (income) expense, net
410
( 134 )
Equity in losses of unconsolidated affiliates
317
6
Total other expense, net
727
( 128 )
Income before income tax expense
3,715
5,057
Income tax (benefit) expense
( 5,149 )
211
Net income
8,864
4,846
Net income attributable to noncontrolling interest
18
-
Net income attributable to eXp World Holdings, Inc.
$ 8,882
$ 4,846
Earnings per share
Basic
$ 0.06
$ 0.03
Diluted
$ 0.06
$ 0.03
Weighted average shares outstanding
Basic
149,226,166
144,354,991
Diluted
156,842,721
158,722,126
Comprehensive income:
Net income
$ 8,864
$ 4,846
Comprehensive loss attributable to noncontrolling interests
18
-
Net income attributable to eXp World Holdings, Inc.
8,882
4,846
Other comprehensive income:
Foreign currency translation gain, net of tax
41
47
Comprehensive income attributable to eXp World Holdings, Inc.
$ 8,923
$ 4,893
The accompanying notes are an integral part of these condensed consolidated financial statements.
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EXP WORLD HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands)
(UNAUDITED)
Three Months Ended March 31,
2022
2021
Common stock:
Balance, beginning of quarter
$ 1
$ 1
Agent equity stock compensation
1
-
Balance, end of quarter
2
1
Treasury stock:
Balance, beginning of quarter
( 210,009 )
( 37,994 )
Repurchases of common stock
( 29,956 )
( 34,009 )
Balance, end of quarter
( 239,965 )
( 72,003 )
Additional paid-in capital:
Balance, beginning of quarter
401,479
218,491
Shares issued for stock options exercised
498
1,373
Agent growth incentive stock compensation
6,582
4,258
Agent equity stock compensation
38,500
21,402
Stock option compensation
3,511
3,109
Balance, end of quarter
450,570
248,633
Accumulated earnings (deficit):
Balance, beginning of quarter
30,510
( 39,161 )
Net income
8,882
4,846
Dividends declared and paid
( 5,859 )
-
Balance, end of quarter
33,533
( 34,315 )
Accumulated other comprehensive income:
Balance, beginning of quarter
188
247
Foreign currency translation loss
41
47
Balance, end of quarter
229
294
Noncontrolling interest:
Balance, beginning of quarter
1,364
1,003
Net loss
( 18 )
-
Transactions with noncontrolling interests
( 177 )
-
Balance, end of quarter
1,169
1,003
Total equity
$ 245,538
$ 143,613
The accompanying notes are an integral part of these condensed consolidated financial statements.
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EXP WORLD HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(UNAUDITED)
Three Months Ended March 31,
2022
2021
OPERATING ACTIVITIES
Net income
$ 8,864
$ 4,846
Reconciliation of net income to net cash provided by operating activities:
Depreciation expense
1,616
1,007
Amortization expense - intangible assets
342
303
Loss on dissolution of consolidated affiliates
361
-
Allowance for credit losses on receivables/bad debt on receivables
219
385
Equity in loss of unconsolidated affiliates
317
6
Agent growth incentive stock compensation expense
7,798
5,472
Stock option compensation
3,511
3,109
Agent equity stock compensation expense
38,500
21,402
Deferred income taxes, net
( 5,901 )
-
Changes in operating assets and liabilities:
Accounts receivable
( 9,846 )
( 11,907 )
Prepaids and other assets
496
( 459 )
Customer deposits
49,266
38,324
Accounts payable
74
1,161
Accrued expenses
15,854
15,420
Long term payable
-
( 150 )
Other operating activities
36
-
NET CASH PROVIDED BY OPERATING ACTIVITIES
111,507
78,919
INVESTING ACTIVITIES
Purchases of property, plant and equipment
( 4,684 )
( 2,257 )
Acquisition of businesses
-
( 1,500 )
NET CASH (USED IN) INVESTING ACTIVITIES
( 4,684 )
( 3,757 )
FINANCING ACTIVITIES
Repurchase of common stock
( 29,956 )
( 34,009 )
Proceeds from exercise of options
498
1,373
Transactions with noncontrolling interests
( 426 )
-
Dividends declared and paid
( 5,859 )
-
NET CASH USED IN FINANCING ACTIVITIES
( 35,743 )
( 32,636 )
Effect of changes in exchange rates on cash, cash equivalents and restricted cash
41
47
Net change in cash, cash equivalents and restricted cash
71,121
42,573
Cash, cash equivalents and restricted cash, beginning balance
175,910
127,924
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, ENDING BALANCE
$ 247,031
$ 170,497
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Cash paid for income taxes
$ 483
$ 3
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Property, plant and equipment purchases in accounts payable
246
141
The accompanying notes are an integral part of these condensed consolidated financial statements.
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eXp World Holdings, Inc.
Notes to the Condensed Consolidated Financial Statements
(UNAUDITED)
(Amounts in thousands, except share amounts and per share data or noted otherwise)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
eXp World Holdings, Inc. (“eXp,” or, collectively with its subsidiaries, the “Company,” “we,” “us,” or “our”) owns and operates a cloud-based real estate brokerage and a technology platform business that enables a variety of businesses to operate remotely. Our real estate brokerage is now one of the largest and fastest-growing real estate brokerage companies in the United States and is rapidly expanding internationally. Our technology platform business develops and uses immersive technologies that enable and support virtual workplaces. This unique enabling platform helps businesses increase their effectiveness and reduce costs from operating in traditional “brick and mortar” office spaces. Through various operating subsidiaries, the Company primarily operates a cloud-based real estate brokerage operating throughout the United States, most of the Canadian provinces, the United Kingdom (U.K.), Australia, South Africa, India, Mexico, Portugal, France, Puerto Rico, Brazil, Italy, Hong Kong, Colombia, Spain, Israel, Panama, Germany, Greece, and the Dominican Republic.
The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
These interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 25, 2022 (“2021 Annual Report”).
In our opinion, the accompanying interim unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of eXp World Holdings, Inc., its wholly-owned subsidiaries, and including those entities in which we have a variable interest of which we are the primary beneficiary. If the Company has a variable interest in an entity but it is not the primary beneficiary of the entity or exercises control over the operations and has less than 50% ownership, it will use the equity method or the cost method of accounting for investments. Entities in which the Company has less than a 20% investment and where the Company does not exercise significant influence are accounted for under the cost method. Intercompany transactions and balances are eliminated upon consolidation.
Variable interest entities and noncontrolling interests
A company is deemed to be the primary beneficiary of a variable interest entity (“VIE”) and must consolidate the entity if the company has both: (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, and (ii) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.
Joint ventures
A joint venture is a contractual arrangement whereby the Company and other parties undertake an economic activity through a jointly controlled entity. Joint control exists when strategic, financial, and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control. Joint ventures are accounted for using the equity method and are recognized initially at cost.
Use of Estimate s
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to allowance for credit losses, legal contingencies, income taxes, revenue recognition, stock-based compensation,
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goodwill, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Reclassifications
When necessary, the Company will reclassify certain amounts in prior-period financial statements to conform to the current period’s presentation. No reclassifications occurred during the current period.
Restricted cash
Restricted cash consists of cash held in escrow by the Company on behalf of real estate buyers. The Company recognizes a corresponding customer deposit liability until the funds are released. Once the cash transfers from escrow, the Company reduces the respective customers’ deposit liability.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown on the condensed consolidated statements of cash flows.
Cash and cash equivalents
Restricted cash
Total
Balance, December 31, 2020
$ 100,143
$ 27,781
$ 127,924
Net activity
4,249
38,324
42,573
Balance, March 31, 2021
$ 104,392
$ 66,105
$ 170,497
Balance, December 31, 2021
$ 108,237
$ 67,673
$ 175,910
Net activity
21,855
49,266
71,121
Balance, March 31, 2022
$ 130,092
$ 116,939
$ 247,031
Recently Adopted Accounting Principles and Change in Accounting Principle
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12 – Income Taxes (Topic 740) (“ASU 2019-12”). ASU 2019-12 removes certain exceptions for investments, intraperiod allocations and interim calculations and adds guidance to reduce complexity in accounting for income taxes. ASU 2019-12 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020; early adoption is permitted. The adoption of ASU 2019-12 had no material impact on the Company’s condensed consolidated financial statements and related disclosures.
Recently Issued Accounting Pronouncements
In November 2021, the FASB issued ASU 2021-08 – Business Combinations (Topic 805) (“ASU 2021-08”). ASU 2021-08 addresses diversity and inconsistencies related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination. The amendments in this update require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. This update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The amendments in this update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company has reviewed the amendments of ASU 2021-08 and will apply the guidance upon its effective date should the Company have future business combinations.
3. EXPECTED CREDIT LOSSES
The Company is exposed to credit losses primarily through trade and other financing receivables arising from revenue transactions. The Company uses the aging schedule method to estimate current expected credit losses (“CECL”) based on days of delinquency, including information about past events and current economic conditions. The Company’s accounts receivable is separated into three categories to evaluate allowance under the CECL impairment model. The receivables in each category share similar risk characteristics. The three categories include agent non-commission based fees, agent short-term advances, and commissions receivable for real estate property settlements. As of the first quarter of 2022, the Company provided an allowance for potential credit losses of real estate transactions.
The Company analyzed uncollectible accounts for the three categories of receivables. Receivables from real estate property settlements totaled $ 138,187 and $ 128,499 of which the Company recognized expected credit losses of $ 904 and nil , respectively as of March 31, 2022 and December 31, 2021. As of March 31, 2022 and December 31, 2021 agent non-commission based fees receivable and short-term advances totaled $ 7,193 and $ 7,188 , of which the Company recognized expected credit losses of $ 1,513 and $ 2,198 , respectively.
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The Company increases the allowance for expected credits losses when the Company determines all or a portion of a receivable is uncollectable. The Company recognizes recoveries as a decrease to the allowance for expected credit losses.
Changes in the allowance were not material for the three months ended March 31, 2022 and the year ended December 31, 2021.
4. PLANT, PROPERTY AND EQUIPMENT, NET
Plant, property and equipment, net consisted of the following:
March 31, 2022
December 31, 2021
Computer hardware and software
$ 24,519
$ 20,824
Furniture, fixture, and equipment
26
26
Total depreciable property and equipment
24,545
20,850
Less: accumulated depreciation
( 13,328 )
( 11,711 )
Depreciable property, net
11,217
9,139
Assets under development
7,807
6,763
Property, plant, and equipment, net
$ 19,024
$ 15,902
For the three months ended March 31, 2022 and 2021, depreciation expense was $ 1,616 and $ 1,007 , respectively.
5. GOODWILL AND INTANGIBLE ASSETS
Goodwill was $ 12,945 and $ 12,945 as of March 31, 2022 and December 31, 2021. The Company has a risk of future impairment to the extent that individual reporting unit performance does not meet projections. Additionally, if current assumptions and estimates, including projected revenues and income growth rates, terminal growth rates, competitive and consumer trends, market-based discount rates, and other market factors, are not met, or if valuation factors outside of the Company’s control change unfavorably, the estimated fair value of goodwill could be adversely affected, leading to a potential impairment in the future. For the three months ended March 31, 2022, no events occurred that indicated it was more likely than not that goodwill was impaired.
Definite-lived intangible assets were as follows:
March 31, 2022
December 31, 2021
Gross
Accumulated
Net Carrying
Gross
Accumulated
Net Carrying
Amount
Amortization
Amount
Amount
Amortization
Amount
Trade name
$ 2,868
($ 625 )
$ 2,243
$ 2,868
($ 554 )
$ 2,314
Existing technology
1,863
( 1,306 )
557
1,846
( 1,102 )
744
Non-competition agreements
125
( 125 )
0
125
( 125 )
-
Customer relationships
1,895
( 409 )
1,486
1,895
( 361 )
1,534
Licensing agreement
210
( 128 )
82
210
( 110 )
100
Intellectual property
2,836
-
2,836
2,836
-
2,836
Total intangible assets
$ 9,797
($ 2,593 )
$ 7,204
$ 9,780
($ 2,252 )
$ 7,528
Definite-lived intangible assets are amortized using the straight-line method over an asset’s estimated useful life. Amortization expense for definite-lived intangible assets for the three months ended March 31, 2022 and 2021 was $ 342 and $ 303 , respectively. The Company has no indefinite-lived assets.
6. LEASES
The Company’s lease portfolio consists of office leases with lease terms ranging from less than one year to seven years , with the weighted average lease term being three years .
Certain leases provide for increases in future lease payments once the term of the lease has expired, as defined in the lease agreements. These leases generally also include real estate taxes.
Short term leases, having a lease term at commencement of 12 months or less, are not capitalized and the expenses are recognized in the period incurred.
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Included below is other information regarding leases for the periods presented:
Three Months Ended March 31,
2022
2021
Other information
Operating lease expense
$ 109
$ 96
Short-term lease expense
22
96
Cash paid for operating leases
71
16
Weighted-average remaining lease term (years) – operating leases (1)
7.1
3.8
Weighted-average discount rate – operating leases
5.048 %
4.481 %
(1) The Company’s lease terms include options to extend the lease when it is reasonably certain the Company will exercise its option. Additionally, the Company considered any historical and economic factors in determining if a lease renewal or termination option would be exercised.
As of March 31, 2022, expirations of lease obligations by fiscal year were as follows:
Period Ending December 31,
Remaining 2022
$ 201
2023
163
2024
90
2025
90
2026
90
2027 and thereafter
405
Total lease payments
1,039
Less: interest
( 22 )
Total operating lease liabilities
$ 1,017
7. STOCKHOLDERS’ EQUITY
The following table represents a share reconciliation of the Company’s common stock issued for the periods presented:
Three Months Ended March 31,
(Shares of Common Stock)
2022
2021
Common stock:
Balance, beginning of quarter
155,516,284
146,677,786
Shares issued for stock options exercised
723,194
547,776
Agent growth incentive stock compensation
510,672
285,122
Agent equity stock compensation
1,550,455
424,084
Balance, end of quarter
158,300,605
147,934,768
The Company’s stockholder approved equity plans described below are administered under the 2013 Stock Option Plan and the 2015 Equity Incentive Plan. Although a limited number of awards under the plan remain outstanding, no awards have been granted under the 2013 Stock Option Plan since 2015. The purpose of the equity plans is to retain the services of valued employees, directors, officers, agents, and consultants and to incentivize such persons to make contributions to the Company and motivate excellent performance.
Agent Equity Program
The Company provides agents and brokers the opportunity to elect to receive 5 % of commissions earned from each completed real estate transaction in the form of common stock (the “Agent Equity Program” or “AEP”). If agents and brokers elect to receive portions of their commissions in common stock, they are entitled to receive the equivalent number of shares of common stock, based on the fixed monetary value of the commission payable. The Company recognizes a 10 % discount on these issuances as an additional cost of sales charge during the periods presented.
During the three months ended March 31, 2022 and 2021, the Company issued 1,550,455 and 424,084 shares of common stock, respectively, to agents and brokers with a value of $ 38,500 and $ 21,402 , respectively, inclusive of discount.
Agent Growth Incentive Program
The Company administers an equity incentive program whereby agents and brokers become eligible to receive awards of the Company’s common stock through agent attraction and performance benchmarks (the “Agent Growth Incentive Program” or “AGIP”). The incentive program encourages greater performance and awards agents with common stock based on achievement of performance milestones. Awards typically vest after performance benchmarks are reached and three years of subsequent service is provided to the Company.
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Share-based performance awards are based on a fixed-dollar amount of shares based on the achievement of performance metrics. As such, the awards are classified as liabilities until the number of share awards becomes fixed once the performance metric is achieved.
For the three months ended March 31, 2022, the Company’s stock compensation attributable to the Agent Growth Incentive Program was $ 7,798 of which the total amount of stock compensation attributable to liability classified awards was $ 1,906 . Stock compensation expense related to the Agent Growth Incentive Program is included in general and administrative expense in the condensed consolidated statements of comprehensive income.
The following table illustrates changes in the Company’s stock compensation liability for the periods presented:
Amount
Balance, December 31, 2020
$
2,093
Stock grant liability increase year to date
1,221
Balance, March 31, 2021
$ 3,314
Amount
Stock grant liability increase at December 31, 2021
$
4,341
Stock grant liability increase year to date
1,906
Stock grants reclassified from liability to equity year to date
( 691 )
Balance, March 31, 2022
$ 5,556
Stock Option Awards
During the three months ended March 31, 2022, and 2021, the Company granted 484,378 and 127,265 stock options, respectively, to employees with an estimated grant date fair value of $ 26.04 and $ 26.01 per share, respectively. The fair value was calculated using a Black Scholes-Merton option pricing model.
Stock Repurchase Plan
In December 2018, the Company’s board of directors (the “Board”) approved a stock repurchase program authorizing the Company to purchase up to $ 25.0 million of its common stock, which was later amended in November 2019 and again in June 2020 increasing the authorized repurchase amount to $ 75.0 million. In December 2020, the Board approved another amendment to the repurchase plan, increasing the total amount authorized to be purchased from $ 75.0 million to $ 400.0 million. Purchases under the repurchase program may be made in the open market or through a 10b5-1 plan and are expected to comply with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The timing and number of shares repurchased depends upon market conditions. The repurchase program does not require the Company to acquire a specific number of shares. The cost of the shares that are repurchased is funded from cash and cash equivalents on hand.
For accounting purposes, common stock repurchased under the stock repurchase programs is recorded based upon the transaction date of the applicable trade. Such repurchased shares are held in treasury and are presented using the cost method. These shares are not retired and are considered issued but not outstanding. The following table shows the changes in treasury stock for the periods presented:
Three Months Ended March 31,
(Shares of Treasury Stock)
2022
2021
Treasury stock:
Balance, beginning of quarter
6,751,692
2,534,494
Repurchases of common stock
1,132,048
500,910
Balance, end of quarter
7,883,740
3,035,404
8. EARNINGS PER SHARE
Basic earnings per share is computed based on net income attributable to eXp stockholders divided by the basic weighted-average shares outstanding during the period. Dilutive earnings per share is computed consistently with the basic computation while giving effect to all dilutive potential common shares and common share equivalents that were outstanding during the period. The Company uses the treasury stock method to reflect the potential dilutive effect of unvested stock awards and unexercised options.
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The following table sets forth the calculation of basic and diluted earnings per share attributable to common stock during the periods presented:
Three Months Ended March 31,
2022
2021
Numerator:
Net income attributable to common stock
$ 8,882
$ 4,846
Denominator:
Weighted average shares - basic
149,226,166
144,354,991
Dilutive effect of common stock equivalents
7,616,555
14,367,135
Weighted average shares - diluted
156,842,721
158,722,126
Earnings per share:
Earnings per share attributable to common stock- basic
$ 0.06
$ 0.03
Earnings per share attributable to common stock- diluted
0.06
0.03
For the three months ended March 31, 2022 and 2021 total outstanding shares of common stock excluded 392,483 and 6,506 shares, respectively, from the computation of diluted earnings per share because their effect would have been anti-dilutive.
9. INCOME TAXES
Our quarterly tax provision is computed by applying the estimated annual effective tax rate to the year-to-date pre-tax income or loss and adjust for discrete tax items in the period. Our provision for (benefit from) income taxes amounted to ( $ 5.15 ) million and $ 0.21 million for the three months ended March 31, 2022 and 2021, respectively, which represented effective tax rates of negative 137.97 % and positive 4.17 % , respectively. The increase in income tax benefit was primarily attributable to the deductible stock-based compensation windfalls
10. FAIR VALUE MEASUREMENT
The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. The fair value hierarchy prioritizes the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories:
● Level 1 – Inputs are quoted market prices in active markets for identical assets or liabilities (these are observable market inputs).
● Level 2 – Inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability (includes quoted market prices for similar assets or identical or similar assets in markets in which there are few transactions, prices that are not current or prices that vary substantially).
● Level 3 – Inputs are unobservable inputs that reflect the entity's own assumptions in pricing the asset or liability (used when little or no market data is available).
The Company holds funds in a money market account, which are considered Level 1 assets. The Company values its money market funds at fair value on a recurring basis.
As of March 31, 2022 and December 31, 2021, the fair value of the Company’s money market funds was $ 43,387 and $ 43,386 , respectively.
There have been no transfers between Level 1, Level 2 and Level 3 in the period presented. The Company did not have any Level 2 or Level 3 financial assets or liabilities in the period presented .
11. COMMITMENTS AND CONTINGENCIES
From time to time, the Company is subject to potential liability under laws and government regulations and various claims and legal actions that may be asserted against us that could have a material adverse effect on the business, reputation, results of operations or financial condition. Such litigation may include, but is not limited to, actions or claims relating to sensitive data, including proprietary business information and intellectual property and that of clients and personally identifiable information of employees and contractors, cyber-attacks, data breaches and non-compliance with contractual or other legal obligations.
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On November 19, 2021, the Company agreed to settle a class action lawsuit filed against the Company in 2018 alleging violations under the Telephone Consumer Protection Act. Pursuant to the proposed settlement agreement terms, the Company will grant certain monetary and non-monetary settlements. The Company decided to set aside provisions at the amount of $ 10.0 million to cover current estimated settlement fees and costs. The settlement agreement terms remain subject to judicial review and approval.
There are no matters pending or, to the Company’s knowledge, threatened that are expected to have a material adverse impact on the business, reputation, results of operations, or financial condition.
There are no proceedings in which any of the Company’s directors, officers or affiliates, or any registered or beneficial stockholder is an adverse party or has a material interest adverse to the Company’s interest.
In March and April 2022, an indirect subsidiary and unconsolidated joint venture of the Company, SUCCESS Lending, entered into Mortgage Warehouse Agreements and related ancillary agreements (the “Credit Agreements”) with Flagstar Bank FSB and Texas Capital Bank, which each provide SUCCESS Lending with a revolving warehouse credit line of up to $25 million. It is customary for mortgage businesses like SUCCESS Lending to obtain warehouse credit lines in order to enable them to close and fund residential mortgage loans for subsequent sale to investors. SUCCESS Lending will use the borrowing capacity under the Credit Agreements exclusively for such purposes and borrowings will generally be repaid with the proceeds received from the sale of mortgage loans.
In connection with the Credit Agreements, the Company has entered into Capital Maintenance Agreements with each of Flagstar Bank FSB and Texas Capital Bank whereby the Company agrees to provide certain funds necessary to ensure that SUCCESS Lending is at all times in compliance with its financial covenants under the Credit Agreements. The Company’s capital commitment liability under the Capital Maintenance Agreement with Flagstar Bank FSB is limited to $2.0 million. The Company’s capital commitment liability under the Capital Maintenance Agreement with Texas Capital Bank is limited to $1.25 million. The Credit Agreements represent off-balance sheet arrangements for the Company.
12. SEGMENT INFORMATION
Historically, management has not made operating decisions and assessed performance based on geographic locations. Rather, the chief operating decision-maker makes operating decisions and assesses performance based on the products and services of the identified operating segments. While management does consider real estate and brokerage services, the acquired technology and affiliated services provided to be identified operating segments, the profits and losses and assets of the technology and affiliated services business units are not material.
Operating Segments
The Company primarily operates as a cloud-based real estate brokerage. The real estate brokerage business represents 99.2 % and 99.3 % of the total revenue of the Company for the three months ended March 31, 2022 and 2021, respectively. The real estate brokerage business represents 99.1 % and 99.0 % of the total assets of the Company as of March 31, 2022 and December 31, 2021, respectively.
The Company offers software subscriptions to customers to access its virtual reality software platform. Additionally, the Company offers professional services for implementation and consulting services. However, the operations and assets of the technology segment are not managed by the Company’s chief operating decision-maker as a separate reportable segment.
Services provided through First Cloud and Silverline are in the emerging stages of development as contributing segments and are not material to the Company’s total revenue, total net income or total assets as of March 31, 2022 and 2021, respectively.
The Company aggregates the identified operating segments for reporting purposes and has one reportable segment.
Geographical Information
The Company primarily operates within the real estate brokerage markets in the United States and Canada. During the previous two years, the Company expanded operations into the United Kingdom, Australia, South Africa, India, Mexico, Portugal, France, Puerto Rico, Brazil, Italy, Hong Kong, Colombia, Spain, Israel, Panama, Germany, Greece, and the Dominican Republic.
The Company’s management analyzes geographical locations on a forward-looking basis to identify growth opportunities. For the three months ended March 31, 2022 and 2021, approximately 8 % and 7 %, respectively, of the Company’s total revenue was generated outside of the U.S. Assets held outside of the U.S. were 11 % and 8 % as of March 31, 2022 and December 31, 2021
The Company’s technology services and affiliated services are currently provided primarily in the U.S.
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13. SUBSEQUENT EVENTS
Quarterly Cash Dividend
On April 29, 2022 , the Company’s Board of Directors declared a dividend of $ 0.04 per share which is expected to be payable on May 31, 2022 , to stockholders of record as of the close of business on May 31, 2022 . The ex-dividend date is expected to be May 13, 2022. The dividend will be paid in cash.
Repurchase Plan Amendment
On May 3, 2022, the Board authorized an increase to the Company’s stock repurchase program from $400 million of its common stock up to $500 million and approved a form of amendment to its Issuer Repurchase Plan, dated January 10, 2022, by and between the Company and Stephens Inc., to increase monthly repurchases from $10 million of its common stock per month up to $20 million which amendment is expected to be signed May 6, 2022.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.