RE/MAX Holdings Inc RMAX

NYS: RMAX | ISIN: US75524W1080   15/11/2024
11,11 USD (-1,07%)
(-1,07%)   15/11/2024

Re/Max Holdings, Inc. Reports Second Quarter 2024 Results

Total Revenue of $78.5 Million, Adjusted EBITDA of $28.1 Million

DENVER, Aug. 8, 2024 /PRNewswire/ -- 

Second Quarter 2024 Highlights
(Compared to second quarter 2023 unless otherwise noted)

  • Total Revenue decreased 4.8% to $78.5 million
  • Revenue excluding the Marketing Funds1 decreased 4.8% to $58.4 million, driven by negative 4.5% organic growth2 and 0.3% adverse foreign currency movements
  • Net income attributable to RE/MAX Holdings, Inc. of $3.7 million and earnings per diluted share (GAAP EPS) of $0.19
  • Adjusted EBITDA3 increased 5.4% to $28.1 million, Adjusted EBITDA margin3 of 35.8% and Adjusted earnings per diluted share (Adjusted EPS3) of $0.41
  • Total agent count decreased 968 agents, or 0.7%, to 143,542 agents
  • U.S. and Canada combined agent count decreased 4.4% to 78,599 agents
  • Total open Motto Mortgage franchises increased 2.6% to 241 offices4

Operating Statistics as of July 31, 2024
(Compared to July 31, 2023, unless otherwise noted)

  • Total agent count decreased 302 agents, or 0.2%, to 144,281 agents
  • U.S. and Canada combined agent count decreased 4.3% to 78,440 agents
  • Total open Motto Mortgage franchises increased 0.8% to 239 offices4

RE/MAX Holdings, Inc. (the "Company" or "RE/MAX Holdings") (NYSE: RMAX), parent company of RE/MAX one of the world's leading franchisors of real estate brokerage services, and Motto Mortgage ("Motto"), the first and only national mortgage brokerage franchise brand in the U.S., today announced operating results for the quarter ended June 30, 2024. 

"We continue to operate our business as efficiently and effectively as possible, which contributed to better-than-expected second-quarter financial results," said Erik Carlson, RE/MAX Holdings Chief Executive Officer. "Both during and after the quarter, we were pleased to announce notable brokerage and team conversions to RE/MAX, testament to our brand's strong reputation and value proposition in the market. Our mortgage business also continues to be resilient as we saw a year-over-year increase in open Motto Mortgage franchises. 

Carlson continued: "As sector dynamics continue to change, skill is no longer optional. Agents who are experienced, productive, and trustworthy – attributes widely associated with RE/MAX affiliates – have a distinct competitive advantage. Those professionals, supplemented by our extensive support and resources, including outstanding education and marketing, our industry-leading brands, and our abundant presence in local markets, position RE/MAX Holdings to succeed in the months and years ahead."

Second Quarter 2024 Operating Results

Agent Count

The following table compares agent count as of June 30, 2024 and 2023:














As of June 30, 


Change




2024


2023


#


%

U.S.



53,406


56,987


(3,581)


(6.3)

Canada



25,193


25,218


(25)


(0.1)

Subtotal



78,599


82,205


(3,606)


(4.4)

Outside the U.S. & Canada



64,943


62,305


2,638


4.2

Total



143,542


144,510


(968)


(0.7)

Revenue

RE/MAX Holdings generated revenue of $78.5 million in the second quarter of 2024, a decrease of $4.0 million, or 4.8%, compared to $82.4 million in the second quarter of 2023. Revenue excluding the Marketing Funds was $58.4 million in the second quarter of 2024, a decrease of $2.9 million, or 4.8%, versus the same period in 2023. The decrease in Revenue excluding the Marketing Funds was attributable to negative organic revenue growth of 4.5% and adverse foreign currency movements of 0.3%. Negative organic revenue growth was principally driven by a decrease in U.S. agent count and a reduction in revenue from previous acquisitions, partially offset by an increase in Broker fee revenue.

Recurring revenue streams, which consist of continuing franchise fees and annual dues, decreased $2.2 million, or 5.4%, compared to the second quarter of 2023 and accounted for 65.9% of Revenue excluding the Marketing Funds in the second quarter of 2024 compared to 66.3% of Revenue excluding the Marketing Funds in the prior-year period.

Operating Expenses

Total operating expenses were $62.3 million for the second quarter of 2024, a decrease of $7.0 million, or 10.1%, compared to $69.3 million in the second quarter of 2023. Second quarter 2024 total operating expenses decreased primarily due to lower selling, operating and administrative expenses. Depreciation and amortization and Marketing Funds expenses were also lower compared to the second quarter of 2023.

Selling, operating and administrative expenses were $34.9 million in the second quarter of 2024, a decrease of $5.4 million, or 13.3%, compared to the second quarter of 2023 and represented 59.6% of Revenue excluding the Marketing Funds, compared to 65.5% in the prior-year period. Second quarter 2024 selling, operating and administrative expenses decreased primarily due to lower personnel costs and a decrease in bad debt, legal, property taxes, and technology expenses.

Net Income and GAAP EPS

Net income attributable to RE/MAX Holdings was $3.7 million for the second quarter of 2024 compared to $2.0 million for the second quarter of 2023. Reported basic and diluted GAAP earnings per share were $0.20 and $0.19, respectively, for the second quarter of 2024 compared to basic and diluted GAAP earnings per share of $0.11 each in the second quarter of 2023.

Adjusted EBITDA and Adjusted EPS

Adjusted EBITDA was $28.1 million for the second quarter of 2024, an increase of $1.4 million, or 5.4%, compared to the second quarter of 2023. Second quarter 2024 Adjusted EBITDA increased primarily due to a decrease in bad debt expense, lower personnel costs, decreased property taxes, a reduction in technology expenses, and lower legal expenses, partially offset by a decrease in U.S. agent count. Adjusted EBITDA margin was 35.8% in the second quarter of 2024, compared to 32.3% in the second quarter of 2023.

Adjusted basic and diluted EPS were $0.41 each for the second quarter of 2024 compared to Adjusted basic and diluted EPS of $0.41 and $0.40, respectively, for the second quarter of 2023. The ownership structure used to calculate Adjusted basic and diluted EPS for the quarter ended June 30, 2024, assumes RE/MAX Holdings owned 100% of RMCO, LLC ("RMCO"). The weighted average ownership RE/MAX Holdings had in RMCO was 60.0% for the quarter ended June 30, 2024.

Balance Sheet 

As of June 30, 2024, the Company had cash and cash equivalents of $66.1 million, a decrease of $16.6 million from December 31, 2023. As of June 30, 2024, the Company had $442.7 million of outstanding debt, net of an unamortized debt discount and issuance costs, compared to $444.6 million as of December 31, 2023.

Share Repurchases and Retirement

As previously disclosed, in January 2022 the Company's Board of Directors authorized a common stock repurchase program of up to $100 million. During the three months ended June 30, 2024, the Company did not repurchase any shares. As of June 30, 2024, $62.5 million remained available under the share repurchase program.

Outlook

The Company's third quarter and full year 2024 Outlook assumes no further currency movements, acquisitions, or divestitures.

For the third quarter of 2024, RE/MAX Holdings expects:

  • Agent count to change negative 1.5% to 0.0% over third quarter 2023;
  • Revenue in a range of $75.0 million to $80.0 million (including revenue from the Marketing Funds in a range of $19.0 million to $21.0 million); and
  • Adjusted EBITDA in a range of $24.5 million to $27.5 million.

For the full year 2024, the Company is slightly reducing its agent count guidance and narrowing its Revenue and Adjusted EBITDA guidance ranges. The Company now expects:

  • Agent count to change negative 1.0% to positive 1.0% over full year 2023, changed from negative 0.5% to positive 1.5%;
  • Revenue in a range of $305.0 million to $315.0 million (including revenue from the Marketing Funds in a range of $78.0 million to $82.0 million), changed from $300.0 million to $320.0 million (including revenue from the Marketing Funds in a range of $78.0 million to $82.0 million); and
  • Adjusted EBITDA in a range of $93.0 million to $98.0 million, changed from $90.0 million to $100.0 million.

Webcast and Conference Call

The Company will host a conference call for interested parties on Friday, August 9, 2024, beginning at 8:30 a.m. Eastern Time. Interested parties can register in advance for the conference call using the link below:

https://registrations.events/direct/Q4I9411581

Interested parties also can access a live webcast through the Investor Relations section of the Company's website at http://investors.remaxholdings.com. Please dial-in or join the webcast 10 minutes before the start of the conference call. An archive of the webcast will be available on the Company's website for a limited time as well.

Basis of Presentation

Unless otherwise noted, the results presented in this press release are consolidated and exclude adjustments attributable to the non-controlling interest.

Footnotes:

1Revenue excluding the Marketing Funds is a non-GAAP measure of financial performance that differs from U.S. Generally Accepted Accounting Principles ("U.S. GAAP") and a reconciliation to the most directly comparable U.S. GAAP measure is as follows (in thousands):
















Three Months Ended


Six Months Ended



June 30, 


June 30, 



2024


2023


2024


2023

Revenue excluding the Marketing Funds:













Total revenue


$

78,453


$

82,447


$

156,740


$

167,848

Less: Marketing Funds fees



20,027



21,077



40,233



42,419

Revenue excluding the Marketing Funds


$

58,426


$

61,370


$

116,507


$

125,429

2The Company defines organic revenue growth as revenue growth from continuing operations excluding (i) revenue from Marketing Funds, (ii) revenue from acquisitions, and (iii) the impact of foreign currency movements. The Company defines revenue from acquisitions as the revenue generated from the date of an acquisition to its first anniversary (excluding Marketing Funds revenue related to acquisitions where applicable).

3Adjusted EBITDA, Adjusted EBITDA margin and Adjusted EPS are non-GAAP measures. These terms are defined at the end of this release. Please see Tables 5 and 6 appearing later in this release for reconciliations of these non-GAAP measures to the most directly comparable GAAP measures.

4Total open Motto Mortgage franchises includes only "bricks and mortar" offices with a unique physical address with rights granted by a full franchise agreement with Motto Franchising, LLC and excludes any "virtual" offices or BranchiseSM offices.

About RE/MAX Holdings, Inc.

RE/MAX Holdings, Inc. (NYSE: RMAX) is one of the world's leading franchisors in the real estate industry, franchising real estate brokerages globally under the RE/MAX® brand, and mortgage brokerages within the U.S. under the Motto® Mortgage brand. RE/MAX was founded in 1973 by Dave and Gail Liniger, with an innovative, entrepreneurial culture affording its agents and franchisees the flexibility to operate their businesses with great independence. Now with more than 140,000 agents in nearly 9,000 offices and a presence in more than 110 countries and territories, nobody in the world sells more real estate than RE/MAX, as measured by total residential transaction sides. Dedicated to innovation and change in the real estate industry, RE/MAX launched Motto Franchising, LLC, a ground-breaking mortgage brokerage franchisor, in 2016. Motto Mortgage, the first and only national mortgage brokerage franchise brand in the U.S., has grown to over 225 offices across more than 40 states.

Forward-Looking Statements 

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are often identified by the use of words such as "believe," "intend," "expect," "estimate," "plan," "outlook," "project," "anticipate," "may," "will," "would" and other similar words and expressions that predict or indicate future events or trends that are not statements of historical matters. Forward-looking statements include statements related to agent count; Motto open offices; franchise sales; revenue; operating expenses and cost management; the Company's outlook for the third quarter and full year 2024; non-GAAP financial measures; housing and mortgage market conditions; the resilience of our mortgage business and competitive advantages of RE/MAX; the operation of the Company's business as efficiently and effectively as possible; brokerage and team conversions to RE/MAX and the Company's strong reputation and value proposition in the market; the distinct competitive advantage of agents who are experienced, productive and trustworthy, which are attributes widely associated with RE/MAX affiliates; and our professionals positioning the Company to succeed in the months and years ahead. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily accurately indicate the times at which such performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. These risks and uncertainties include, without limitation, (1) changes in the real estate market or interest rates and availability of financing, (2) changes in business and economic activity in general, (3) the Company's ability to attract and retain quality franchisees, (4) the Company's franchisees' ability to recruit and retain real estate agents and mortgage loan originators, (5) changes in laws and regulations, (6) the Company's ability to enhance, market, and protect its brands, (7) the Company's ability to implement its technology initiatives, (8) risks related to the Company's leadership transition, (9) fluctuations in foreign currency exchange rates, (10) the nature and amount of the exclusion of charges in future periods when determining Adjusted EBITDA is subject to uncertainty and may not be similar to such charges in prior periods, and (11) those risks and uncertainties described in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission ("SEC") and similar disclosures in subsequent periodic and current reports filed with the SEC, which are available on the investor relations page of the Company's website at www.remaxholdings.com and on the SEC website at www.sec.gov. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made. Except as required by law, the Company does not intend, and undertakes no obligation, to update this information to reflect future events or circumstances.

TABLE 1

RE/MAX Holdings, Inc.

Consolidated Statements of Income (Loss)

(In thousands, except share and per share amounts)

(Unaudited)




Three Months Ended


Six Months Ended



June 30, 


June 30, 



2024


2023


2024


2023

Revenue:













Continuing franchise fees


$

30,340


$

32,101


$

61,425


$

64,177

Annual dues



8,151



8,587



16,376



17,205

Broker fees



14,528



14,321



25,244



25,213

Marketing Funds fees



20,027



21,077



40,233



42,419

Franchise sales and other revenue



5,407



6,361



13,462



18,834

Total revenue



78,453



82,447



156,740



167,848

Operating expenses:













Selling, operating and administrative expenses



34,851



40,212



80,556



89,327

Marketing Funds expenses



20,027



21,077



40,233



42,419

Depreciation and amortization



7,400



8,008



15,252



16,041

Total operating expenses



62,278



69,297



136,041



147,787

Operating income (loss)



16,175



13,150



20,699



20,061

Other expenses, net:













Interest expense



(9,191)



(8,840)



(18,447)



(17,085)

Interest income



949



1,141



1,950



2,145

Foreign currency transaction gains (losses)



(270)



215



(642)



258

Total other expenses, net



(8,512)



(7,484)



(17,139)



(14,682)

Income (loss) before provision for income taxes



7,663



5,666



3,560



5,379

Provision for income taxes



(1,473)



(2,422)



(2,977)



(2,814)

Net income (loss)


$

6,190


$

3,244


$

583


$

2,565

Less: net income (loss) attributable to non-controlling interest



2,485



1,234



231



1,226

Net income (loss) attributable to RE/MAX Holdings, Inc.


$

3,705


$

2,010


$

352


$

1,339














Net income (loss) attributable to RE/MAX Holdings, Inc. per share
of Class A common stock













Basic


$

0.20


$

0.11


$

0.02


$

0.07

Diluted


$

0.19


$

0.11


$

0.02


$

0.07

Weighted average shares of Class A common stock outstanding













Basic



18,853,929



18,124,630



18,667,889



18,020,736

Diluted



19,003,962



18,387,669



18,853,020



18,152,256

Cash dividends declared per share of Class A common stock


$


$

0.23


$


$

0.46

 

TABLE 2

RE/MAX Holdings, Inc.

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)











As of



June 30, 


December 31, 



2024


2023

Assets







Current assets:







Cash and cash equivalents


$

66,064


$

82,623

Restricted cash



74,610



43,140

Accounts and notes receivable, current portion, net of allowances



32,610



33,427

Income taxes receivable



4,122



1,706

Other current assets



11,369



15,669

Total current assets



188,775



176,565

Property and equipment, net of accumulated depreciation



8,583



8,633

Operating lease right of use assets



20,448



23,013

Franchise agreements, net



91,072



101,516

Other intangible assets, net



16,807



19,176

Goodwill



239,492



241,164

Other assets, net of current portion



6,192



7,083

Total assets


$

571,369


$

577,150

Liabilities and stockholders' equity (deficit)







Current liabilities:







Accounts payable


$

3,088


$

4,700

Accrued liabilities



102,056



107,434

Income taxes payable



1,590



766

Deferred revenue



23,831



23,077

Current portion of debt



4,600



4,600

Current portion of payable pursuant to tax receivable agreements



285



822

Operating lease liabilities



8,227



7,920

Total current liabilities



143,677



149,319

Debt, net of current portion



438,109



439,980

Deferred tax liabilities



11,517



10,797

Deferred revenue, net of current portion



16,054



17,607

Operating lease liabilities, net of current portion



27,224



31,479

Other liabilities, net of current portion



3,944



4,029

Total liabilities



640,525



653,211

Commitments and contingencies







Stockholders' equity (deficit):







Class A common stock, par value $.0001 per share, 180,000,000 shares authorized; 18,854,662 and 18,269,284 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively



2



2

Class B common stock, par value $.0001 per share, 1,000 shares authorized; 1 share issued and outstanding as of June 30, 2024 and December 31, 2023, respectively





Additional paid-in capital



559,280



550,637

Accumulated deficit



(140,486)



(140,217)

Accumulated other comprehensive income (deficit), net of tax



(380)



638

Total stockholders' equity attributable to RE/MAX Holdings, Inc.



418,416



411,060

Non-controlling interest



(487,572)



(487,121)

Total stockholders' equity (deficit)



(69,156)



(76,061)

Total liabilities and stockholders' equity (deficit)


$

571,369


$

577,150








 

TABLE 3

RE/MAX Holdings, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)




Six Months Ended



June 30, 



2024


2023

Cash flows from operating activities:







Net income (loss)


$

583


$

2,565

Adjustments to reconcile net income (loss) to net cash provided by operating activities:







Depreciation and amortization



15,252



16,041

Equity-based compensation expense



9,825



9,159

Bad debt expense



1,552



3,532

Deferred income tax expense (benefit)



4,097



(1,017)

Fair value adjustments to contingent consideration



137



(99)

Loss (gain) on sale or disposition of assets, net



150



365

Non-cash lease benefit



(1,378)



(1,516)

Non-cash debt charges



429



427

Payment of contingent consideration in excess of acquisition date fair value



(240)



Other, net



(53)



(82)

Changes in operating assets and liabilities



(5,088)



(27,133)

Net cash provided by operating activities



25,266



2,242

Cash flows from investing activities:







Purchases of property, equipment and capitalization of software



(4,510)



(2,831)

Other



417



434

Net cash used in investing activities



(4,093)



(2,397)

Cash flows from financing activities:







Payments on debt



(2,300)



(2,300)

Distributions paid to non-controlling unitholders





(5,778)

Dividends and dividend equivalents paid to Class A common stockholders



(587)



(8,995)

Payments related to tax withholding for share-based compensation



(2,505)



(3,477)

Common shares repurchased





(3,408)

Payment of contingent consideration





(240)

Other financing



5



Net cash used in financing activities



(5,387)



(24,198)

Effect of exchange rate changes on cash



(875)



661

Net increase (decrease) in cash, cash equivalents and restricted cash



14,911



(23,692)

Cash, cash equivalents and restricted cash, beginning of period



125,763



138,128

Cash, cash equivalents and restricted cash, end of period


$

140,674


$

114,436

 

TABLE 4

RE/MAX Holdings, Inc.

Agent Count

(Unaudited)




As of



June 30,


March 31,


December 31,


September 30,


June 30,


March 31,


December 31,


September 30,


June 30,



2024


2024


2023


2023


2023


2023


2022


2022


2022

Agent Count:



















U.S.



















Company-Owned Regions


46,780


47,302


48,401


49,576


50,011


50,340


51,491


52,804


53,415

Independent Regions


6,626


6,617


6,730


6,918


6,976


7,110


7,228


7,311


7,410

U.S. Total


53,406


53,919


55,131


56,494


56,987


57,450


58,719


60,115


60,825

Canada



















Company-Owned Regions


20,347


20,151


20,270


20,389


20,354


20,172


20,228


20,174


20,098

Independent Regions


4,846


4,885


4,898


4,899


4,864


4,899


4,892


4,844


4,756

Canada Total


25,193


25,036


25,168


25,288


25,218


25,071


25,120


25,018


24,854

U.S. and Canada Total


78,599


78,955


80,299


81,782


82,205


82,521


83,839


85,133


85,679

Outside U.S. and Canada



















Independent Regions


64,943


64,332


64,536


63,527


62,305


61,002


60,175


59,167


58,260

Outside U.S. and Canada Total


64,943


64,332


64,536


63,527


62,305


61,002


60,175


59,167


58,260

Total


143,542


143,287


144,835


145,309


144,510


143,523


144,014


144,300


143,939

 

TABLE 5

RE/MAX Holdings, Inc.

Adjusted EBITDA Reconciliation to Net Income (Loss)

(In thousands, except percentages)

(Unaudited)




Three Months Ended


Six Months Ended




June 30, 


June 30, 




2024


2023


2024


2023


Net income (loss)


$

6,190


$

3,244


$

583


$

2,565


Depreciation and amortization



7,400



8,008



15,252



16,041


Interest expense



9,191



8,840



18,447



17,085


Interest income



(949)



(1,141)



(1,950)



(2,145)


Provision for income taxes



1,473



2,422



2,977



2,814


EBITDA



23,305



21,373



35,309



36,360


Equity-based compensation expense



3,902



4,708



9,825



9,159


Acquisition-related expense (1)





64





101


Fair value adjustments to contingent consideration (2)



103



(95)



137



(99)


Restructuring charges (3)



(9)



(72)



(41)



(33)


Other (4)



775



666



1,839



1,076


Adjusted EBITDA (5)


$

28,076


$

26,644


$

47,069


$

46,564


Adjusted EBITDA Margin (5)



35.8

%


32.3

%


30.0

%


27.7

%

(1)

Acquisition-related expense includes personnel, legal, accounting, advisory and consulting fees incurred in connection with acquisition activities and integration of acquired companies.

(2)

Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities.

(3)

During the third quarter of 2023, the Company announced a reduction in force and reorganization intended to streamline the Company's operations and yield cost savings over the long term.

(4)

Other is primarily made up of employee retention related expenses from the Company's CEO transition.

(5)

Non-GAAP measure. See the end of this press release for definitions of non-GAAP measures.

 

TABLE 6

RE/MAX Holdings, Inc.

Adjusted Net Income (Loss) and Adjusted Earnings per Share

(In thousands, except share and per share amounts)

(Unaudited)




Three Months Ended


Six Months Ended



June 30, 


June 30, 



2024


2023


2024


2023

Net income (loss)


$

6,190


$

3,244


$

583


$

2,565

Amortization of acquired intangible assets



4,943



5,773



10,413



11,531

Provision for income taxes



1,473



2,422



2,977



2,814

Add-backs:













Equity-based compensation expense



3,902



4,708



9,825



9,159

Acquisition-related expense (1)





64





101

Fair value adjustments to contingent consideration (2)



103



(95)



137



(99)

Restructuring charges (3)



(9)



(72)



(41)



(33)

Other (4)



775



666



1,839



1,076

Adjusted pre-tax net income



17,377



16,710



25,733



27,114

Less: Provision for income taxes at 25% (5)



(4,344)



(4,178)



(6,433)



(6,779)

Adjusted net income (6)


$

13,033


$

12,532


$

19,300


$

20,335














Total basic pro forma shares outstanding



31,413,529



30,684,230



31,227,489



30,580,336

Total diluted pro forma shares outstanding



31,563,562



30,947,269



31,412,620



30,711,856














Adjusted net income basic earnings per share (6)


$

0.41


$

0.41


$

0.62


$

0.66

Adjusted net income diluted earnings per share (6)


$

0.41


$

0.40


$

0.61


$

0.66

(1)

Acquisition-related expense includes personnel, legal, accounting, advisory and consulting fees incurred in connection with acquisition activities and integration of acquired companies.

(2)

Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities.

(3)

During the third quarter of 2023, the Company announced a reduction in force and reorganization intended to streamline the Company's operations and yield cost savings over the long term.

(4)

Other is primarily made up of employee retention related expenses from the Company's CEO transition.

(5)

The long-term tax rate assumes the exchange of all outstanding non-controlling interest partnership units for Class A Common Stock that (a) removes the impact of unusual, non-recurring tax matters and (b) does not estimate the residual impacts to foreign taxes of additional step-ups in tax basis from an exchange because that is dependent on stock prices at the time of such exchange and the calculation is impracticable.

(6)

Non-GAAP measure. See the end of this press release for definitions of non-GAAP measures.

 

TABLE 7

RE/MAX Holdings, Inc.

Pro Forma Shares Outstanding

(Unaudited)




Three Months Ended


Six Months Ended



June 30, 


June 30, 



2024


2023


2024


2023

Total basic weighted average shares outstanding:









Weighted average shares of Class A common stock outstanding


18,853,929


18,124,630


18,667,889


18,020,736

Remaining equivalent weighted average shares of stock outstanding on a pro forma basis assuming RE/MAX Holdings owned 100% of RMCO


12,559,600


12,559,600


12,559,600


12,559,600

Total basic pro forma weighted average shares outstanding


31,413,529


30,684,230


31,227,489


30,580,336










Total diluted weighted average shares outstanding:









Weighted average shares of Class A common stock outstanding


18,853,929


18,124,630


18,667,889


18,020,736

Remaining equivalent weighted average shares of stock outstanding on a pro forma basis assuming RE/MAX Holdings owned 100% of RMCO


12,559,600


12,559,600


12,559,600


12,559,600

Dilutive effect of unvested restricted stock units (1)


150,033


263,039


185,131


131,520

Total diluted pro forma weighted average shares outstanding


31,563,562


30,947,269


31,412,620


30,711,856

(1)

In accordance with the treasury stock method.

 

TABLE 8

RE/MAX Holdings, Inc.

Adjusted Free Cash Flow & Unencumbered Cash

(Unaudited)




Six Months Ended



June 30, 



2024


2023

Cash flow from operations


$

25,266


$

2,242

Less: Purchases of property, equipment and capitalization of software



(4,510)



(2,831)

(Increases) decreases in restricted cash of the Marketing Funds (1)



(3,970)



11,786

Adjusted free cash flow (2)



16,786



11,197








Adjusted free cash flow (2)



16,786



11,197

Less: Tax/Other non-dividend distributions to RIHI





Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)



16,786



11,197








Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)



16,786



11,197

Less: Debt principal payments



(2,300)



(2,300)

Unencumbered cash generated (2)


$

14,486


$

8,897








Summary







Cash flow from operations


$

25,266


$

2,242

Adjusted free cash flow (2)


$

16,786


$

11,197

Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)


$

16,786


$

11,197

Unencumbered cash generated (2)


$

14,486


$

8,897








Adjusted EBITDA (2)


$

47,069


$

46,564

Adjusted free cash flow as % of Adjusted EBITDA (2)



35.7 %



24.0 %

Adjusted free cash flow less distributions to RIHI as % of Adjusted EBITDA (2)



35.7 %



24.0 %

Unencumbered cash generated as % of Adjusted EBITDA (2)



30.8 %



19.1 %

(1)

This line reflects any subsequent changes in the restricted cash balance (which under GAAP reflects as either (a) an increase or decrease in cash flow from operations or (b) an incremental amount of purchases of property and equipment and capitalization of developed software) to remove the impact of changes in restricted cash in determining adjusted free cash flow.

(2)

Non-GAAP measure. See the end of this press release for definitions of non-GAAP measures.

Non-GAAP Financial Measures 

The SEC has adopted rules to regulate the use in filings with the SEC and in public disclosures of financial measures that are not in accordance with U.S. GAAP, such as revenue excluding the Marketing Funds, Adjusted EBITDA and the ratios related thereto, Adjusted net income, Adjusted basic and diluted earnings per share (Adjusted EPS) and adjusted free cash flow. These measures are derived based on methodologies other than in accordance with U.S. GAAP.

Revenue excluding the Marketing Funds is calculated directly from our consolidated financial statements as Total revenue less Marketing Funds fees.

The Company defines Adjusted EBITDA as EBITDA (consolidated net income before depreciation and amortization, interest expense, interest income and the provision for income taxes, each of which is presented in the unaudited consolidated financial statements included earlier in this press release), adjusted for the impact of the following items that are either non-cash or that the Company does not consider representative of its ongoing operating performance: loss or gain on sale or disposition of assets and sublease, settlement and impairment charges, equity-based compensation expense, acquisition-related expense, gain on reduction in tax receivable agreement liability, expense or income related to changes in the estimated fair value measurement of contingent consideration, restructuring charges and other non-recurring items. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.

Because Adjusted EBITDA and Adjusted EBITDA margin omit certain non-cash items and other non-recurring cash charges or other items, the Company believes that each measure is less susceptible to variances that affect its operating performance resulting from depreciation, amortization and other non-cash and non-recurring cash charges or other items. The Company presents Adjusted EBITDA and the related Adjusted EBITDA margin because the Company believes they are useful as supplemental measures in evaluating the performance of its operating businesses and provides greater transparency into the Company's results of operations. The Company's management uses Adjusted EBITDA and Adjusted EBITDA margin as factors in evaluating the performance of the business.

Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools, and you should not consider these measures in isolation or as a substitute for analyzing the Company's results as reported under U.S. GAAP. Some of these limitations are:

  • these measures do not reflect changes in, or cash requirements for, the Company's working capital needs;
  • these measures do not reflect the Company's interest expense, or the cash requirements necessary to service interest or principal payments on its debt;
  • these measures do not reflect the Company's income tax expense or the cash requirements to pay its taxes;
  • these measures do not reflect the cash requirements to pay dividends to stockholders of the Company's Class A common stock and tax and other cash distributions to its non-controlling unitholders;
  • these measures do not reflect the cash requirements pursuant to the tax receivable agreements;
  • these measures do not reflect the cash requirements for share repurchases;
  • these measures do not reflect the cash requirements for the settlement of industry class-action lawsuits and other legal settlements;
  • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often require replacement in the future, and these measures do not reflect any cash requirements for such replacements;
  • although equity-based compensation is a non-cash charge, the issuance of equity-based awards may have a dilutive impact on earnings per share; and
  • other companies may calculate these measures differently so similarly named measures may not be comparable.

The Company's Adjusted EBITDA guidance does not include certain charges and costs. The adjustments to EBITDA in future periods are generally expected to be similar to the kinds of charges and costs excluded from Adjusted EBITDA in prior quarters, such as gain or loss on sale or disposition of assets and sublease, settlement and impairment charges, equity-based compensation expense, acquisition-related expense, gains or losses from changes in the tax receivable agreement liability, expense or income related to changes in the fair value measurement of contingent consideration, restructuring charges and other non-recurring items. The exclusion of these charges and costs in future periods will have a significant impact on the Company's Adjusted EBITDA. The Company is not able to provide a reconciliation of the Company's non-GAAP financial guidance to the corresponding U.S. GAAP measures without unreasonable effort because of the uncertainty and variability of the nature and amount of these future charges and costs.

Adjusted net income is calculated as Net income attributable to RE/MAX Holdings, assuming the full exchange of all outstanding non-controlling interests for shares of Class A common stock as of the beginning of the period (and the related increase to the provision for income taxes after such exchange), plus primarily non-cash items and other items that management does not consider to be useful in assessing the Company's operating performance (e.g., amortization of acquired intangible assets, gain on sale or disposition of assets and sub-lease, non-cash impairment charges, acquisition-related expense, restructuring charges and equity-based compensation expense). 

Adjusted basic and diluted earnings per share (Adjusted EPS) are calculated as Adjusted net income (as defined above) divided by pro forma (assuming the full exchange of all outstanding non-controlling interests) basic and diluted weighted average shares, as applicable.

When used in conjunction with GAAP financial measures, Adjusted net income and Adjusted EPS are supplemental measures of operating performance that management believes are useful measures to evaluate the Company's performance relative to the performance of its competitors as well as performance period over period. By assuming the full exchange of all outstanding non-controlling interests, management believes these measures:

  • facilitate comparisons with other companies that do not have a low effective tax rate driven by a non-controlling interest on a pass-through entity;
  • facilitate period over period comparisons because they eliminate the effect of changes in Net income attributable to RE/MAX Holdings, Inc. driven by increases in its ownership of RMCO, LLC, which are unrelated to the Company's operating performance; and
  • eliminate primarily non-cash and other items that management does not consider to be useful in assessing the Company's operating performance.

Adjusted free cash flow is calculated as cash flows from operations less capital expenditures and any changes in restricted cash of the Marketing Funds, all as reported under GAAP, and quantifies how much cash a company has to pursue opportunities that enhance shareholder value. The restricted cash of the Marketing Funds is limited in use for the benefit of franchisees and any impact to adjusted free cash flow is removed. The Company believes adjusted free cash flow is useful to investors as a supplemental measure as it calculates the cash flow available for working capital needs, re-investment opportunities, potential Independent Region and strategic acquisitions, dividend payments or other strategic uses of cash.

Adjusted free cash flow after tax and non-dividend distributions to RIHI is calculated as adjusted free cash flow less tax and other non-dividend distributions paid to RIHI (the non-controlling interest holder) to enable RIHI to satisfy its income tax obligations. Similar payments would be made by the Company directly to federal and state taxing authorities as a component of the Company's consolidated provision for income taxes if a full exchange of non-controlling interests occurred in the future. As a result and given the significance of the Company's ongoing tax and non-dividend distribution obligations to its non-controlling interest, adjusted free cash flow after tax and non-dividend distributions, when used in conjunction with GAAP financial measures, provides a meaningful view of cash flow available to the Company to pursue opportunities that enhance shareholder value.

Unencumbered cash generated is calculated as adjusted free cash flow after tax and non-dividend distributions to RIHI less quarterly debt principal payments less annual excess cash flow payment on debt, as applicable. Given the significance of the Company's excess cash flow payment on debt, when applicable, unencumbered cash generated, when used in conjunction with GAAP financial measures, provides a meaningful view of the cash flow available to the Company to pursue opportunities that enhance shareholder value after considering its debt service obligations.

 

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SOURCE RE/MAX Holdings, Inc.

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