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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 4, 2023

 

RE/MAX Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-36101   80-0937145

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

5075 South Syracuse Street

Denver, Colorado 80237

(Address of principal executive offices, including Zip code)

 

(303) 770-5531

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Class A Common Stock $0.0001 par value per share   RMAX   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 


  

Item 2.02. Results of Operations and Financial Conditions. *

 

On May 4, 2023, RE/MAX Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2023. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits. *

 

Exhibit No. Description
99.1 Press release issued on May 4, 2023
104 Cover Page Interactive Data File (formatted as inline XBRL)

 

*               The information contained in Items 2.02 and 9.01 and Exhibit 99.1 of this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be set forth by specific reference in such filing.

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  RE/MAX HOLDINGS, INC.
     
     
Date: May 4, 2023 By: /s/ Karri Callahan
    Karri Callahan
    Chief Financial Officer

 

 

 

 

EX-99.1 2 tm2314652d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

RE/MAX HOLDINGS, INC. REPORTS FIRST QUARTER 2023 RESULTS

Total Revenue of $85.4 Million, Adjusted EBITDA of $19.9 Million

 

DENVER, May 4, 2023

 

First Quarter 2023 Highlights

(Compared to first quarter 2022 unless otherwise noted)

 

§ Total Revenue decreased 6.2% to $85.4 million
§ Revenue excluding the Marketing Funds1 decreased 6.0% to $64.1 million, driven by negative 5.0% organic growth2 and adverse foreign currency movements of 1.0%
§ Net loss attributable to RE/MAX Holdings, Inc. of $0.7 million and loss per diluted share (GAAP EPS) of $0.04
§ Adjusted EBITDA3 decreased 28.6% to $19.9 million, Adjusted EBITDA margin3 of 23.3% and Adjusted earnings per diluted share (Adjusted EPS3) of $0.26
§ Total agent count increased 0.8% to 143,523 agents
§ U.S. and Canada combined agent count decreased 3.1% to 82,521 agents
§ Total open Motto Mortgage franchises increased 21.5% to 232 offices4

 

Operating Statistics as of April 30, 2023

(Compared to April 30, 2022 unless otherwise noted)

 

§ Total agent count increased 0.3% to 143,759 agents
§ U.S. and Canada combined agent count decreased 3.6% to 82,393 agents
§ Total open Motto Mortgage franchises increased 23.2% to 234 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 March 31, 2023.

 

“We performed largely as expected during the first quarter, as the U.S. housing market continued to adjust to higher interest rates,” said Steve Joyce, RE/MAX Holdings Chief Executive Officer. “Given the industry conditions, we anticipated pressure on our U.S. agent count to start the year but did see some encouraging trends toward the end of the first quarter. The quarter had several other operational highlights including agent count growth in Canada and the global regions, regained momentum in Motto franchise sales, and a continued ramp in wemlo’s business. We remain squarely focused on growth, and we believe we're positioned for improved U.S. agent count performance in the near term.”

 

Joyce continued: “We're executing on the strategic growth initiatives we put in place last year, and we remain confident in the upside they can deliver in the long run. We also continue to invest in critical growth-related activities such as our annual RE/MAX and Motto conventions, both of which had robust attendance, demonstrating the value our affiliates continue to derive from coming together to share ideas. We are directing our capital opportunistically so that we are best positioned to grow profitably when market conditions improve.”

 

RE/MAX Holdings, Inc. – First Quarter 2023 Page 1 of 16

 


 

First Quarter 2023 Operating Results

 

Agent Count

 

The following table compares agent count as of March 31, 2023 and 2022:

 

    As of March 31,     Change  
    2023     2022     #     %  
U.S.     57,450       60,717       (3,267 )     (5.4 )
Canada     25,071       24,443       628       2.6  
Subtotal     82,521       85,160       (2,639 )     (3.1 )
Outside the U.S. & Canada     61,002       57,245       3,757       6.6  
Total     143,523       142,405       1,118       0.8  

 

Revenue

 

RE/MAX Holdings generated revenue of $85.4 million in the first quarter of 2023, a decrease of $5.6 million, or 6.2%, compared to $91.0 million in the first quarter of 2022. Revenue excluding the Marketing Funds was $64.1 million in the first quarter of 2023, a decrease of $4.1 million, or 6.0%, versus the same period in 2022. The decrease in Revenue excluding the Marketing Funds was attributable to negative organic revenue growth of 5.0% and adverse foreign-currency movements of 1.0%. Organic growth decreased primarily due to lower broker fee revenue and a reduction in U.S. agent count, partially offset by higher revenue from the annual RE/MAX agent convention. Rising interest rates adversely impacted affordability and weakened housing demand resulting in fewer transactions and, by extension, lower broker fee revenue.

 

Recurring revenue streams, which consist of continuing franchise fees and annual dues, decreased $1.7 million, or 4.1%, compared to the first quarter of 2022 and accounted for 63.5% of Revenue excluding the Marketing Funds in the first quarter of 2023 compared to 62.2% of Revenue excluding the Marketing Funds in the prior-year period.

 

Operating Expenses

 

Total operating expenses were $78.5 million for the first quarter of 2023, a decrease of $4.9 million, or 5.9%, compared to $83.4 million in the first quarter of 2022. First quarter 2023 total operating expenses decreased primarily due to lower settlement and impairment charges.

 

Selling, operating and administrative expenses were $49.1 million in the first quarter of 2023, an increase of $1.3 million, or 2.7%, compared to the first quarter of 2022 and represented 76.7% of Revenue excluding the Marketing Funds, compared to 70.2% in the prior-year period. First quarter 2023 selling, operating and administrative expenses increased primarily due to an increase in expenses associated with the annual RE/MAX agent convention and bad debt expense, partially offset by lower personnel expenses and lower professional fees.

 

Net Income (Loss) and GAAP EPS

 

Net loss attributable to RE/MAX Holdings was $0.7 million for the first quarter of 2023 compared to net income of $1.5 million for the first quarter of 2022. Reported basic and diluted GAAP loss per share were each $0.04 for the first quarter of 2023 compared to basic and diluted GAAP earnings per share of $0.08 each in the first quarter of 2022.

 

Adjusted EBITDA and Adjusted EPS

 

Adjusted EBITDA was $19.9 million for the first quarter of 2023, a decrease of $8.0 million, or 28.6%, compared to the first quarter of 2022. First quarter 2023 Adjusted EBITDA decreased primarily due to lower revenue excluding the Marketing Funds resulting from lower broker fee revenue and a decrease in U.S. agent count, increased bad debt expense and the net impact from the annual RE/MAX agent convention. Adjusted EBITDA margin was 23.3% in the first quarter of 2023, compared to 30.7% in the first quarter of 2022.

 

RE/MAX Holdings, Inc. – First Quarter 2023 Page 2 of 16

 


 

Adjusted basic and diluted EPS were each $0.26 for the first quarter of 2023 compared to Adjusted basic and diluted EPS of $0.51 each for the first quarter of 2022. The ownership structure used to calculate Adjusted basic and diluted EPS for the quarter ended March 31, 2023, assumes RE/MAX Holdings owned 100% of RMCO, LLC (“RMCO”). The weighted average ownership RE/MAX Holdings had in RMCO was 58.8% for the quarter ended March 31, 2023.

 

Balance Sheet

 

As of March 31, 2023, the Company had cash and cash equivalents of $96.8 million, a decrease of $11.9 million from December 31, 2022. As of March 31, 2023, the Company had $447.4 million of outstanding debt, net of an unamortized debt discount and issuance costs, compared to $448.3 million as of December 31, 2022.

 

Dividend

 

On May 3, 2023, the Company announced that its Board of Directors approved a quarterly cash dividend of $0.23 per share of Class A common stock. The quarterly dividend is payable on May 31, 2023, to shareholders of record at the close of business on May 17, 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 March 31, 2023, 160,405 shares were repurchased and retired for $3.4 million excluding commissions, at a weighted average cost of $21.24 per share. As of March 31, 2023, $62.5 million remained available under the share repurchase program.

 

Outlook

 

The Company’s second quarter and full-year 2023 Outlook assumes no further currency movements, acquisitions, or divestitures.

 

For the second quarter of 2023, RE/MAX Holdings expects:

§ Agent count to change -0.5% to 0.5% over second quarter 2022;
§ Revenue in a range of $79.0 million to $84.0 million (including revenue from the Marketing Funds in a range of $20.0 million to $22.0 million); and
§ Adjusted EBITDA in a range of $24.5 million to $27.5 million.

 

For the full year 2023, the Company expects:

§ Agent count to change -1.0% to 1.0% over full year 2022;
§ Revenue in a range of $315.0 million to $335.0 million (including revenue from the Marketing Funds in a range of $83.5 million to $87.5 million); and
§ Adjusted EBITDA in a range of $95.0 million to $105.0 million.

 

Webcast and Conference Call

 

The Company will host a conference call for interested parties on Friday, May 5, 2023, beginning at 8:30 a.m. Eastern Time. Interested parties can register in advance for the conference call using the link below:

 

https://conferencingportals.com/event/tTSuEepd

 

RE/MAX Holdings, Inc. – First Quarter 2023 Page 3 of 16

 


 

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  
    March 31,  
    2023     2022  
Revenue excluding the Marketing Funds:                
Total revenue   $ 85,401     $ 91,004  
Less: Marketing Funds fees     21,342       22,851  
Revenue excluding the Marketing Funds   $ 64,059     $ 68,153  

 

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 over 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.

 

RE/MAX Holdings, Inc. – First Quarter 2023 Page 4 of 16

 


 

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; the Company’s outlook for the second quarter and full year 2023; non-GAAP financial measures; housing and mortgage market conditions; growth; encouraging trends seen toward the end of the first quarter; the Company’s focus on growth; the belief that the Company is positioned for improved U.S. agent count performance in the near term; the Company’s confidence that the strategic growth initiatives can deliver in the long run; and the Company’s directing of its capital opportunistically so that it is best positioned to grow profitably when market conditions improve. 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) the global COVID-19 pandemic, which continues to pose significant and widespread risks and ongoing uncertainty for the Company’s business, including the Company’s agents, loan originators, franchisees and employees, as well as home buyers and sellers, (2) changes in the real estate market or interest rates and availability of financing, (3) changes in business and economic activity in general, (4) the Company’s ability to attract and retain quality franchisees, (5) the Company’s franchisees’ ability to recruit and retain real estate agents and mortgage loan originators, (6) changes in laws and regulations, (7) the Company’s ability to enhance, market, and protect its brands, including the RE/MAX and Motto Mortgage brands, (8) the Company’s ability to implement its technology initiatives, (9) risks related to the Company’s CEO transition, (10) fluctuations in foreign currency exchange rates, 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.

  

Investor Contact: Media Contact:
Andy Schulz Keri Henke
(303) 796-3287  (303) 796-3424
aschulz@remax.com khenke@remax.com  

 

RE/MAX Holdings, Inc. – First Quarter 2023 Page 5 of 16

 


 

TABLE 1

 

RE/MAX Holdings, Inc.

Consolidated Statements of Income

(In thousands, except share and per share amounts)

(Unaudited)

 

    Three Months Ended  
    March 31,  
    2023     2022  
Revenue:            
Continuing franchise fees   $ 32,076     $ 33,499  
Annual dues     8,618       8,920  
Broker fees     10,892       15,085  
Marketing Funds fees     21,342       22,851  
Franchise sales and other revenue     12,473       10,649  
Total revenue     85,401       91,004  
Operating expenses:                
Selling, operating and administrative expenses     49,115       47,831  
Marketing Funds expenses     21,342       22,851  
Depreciation and amortization     8,033       8,985  
Settlement and impairment charges           3,735  
Total operating expenses     78,490       83,402  
Operating income (loss)     6,911       7,602  
Other expenses, net:                
Interest expense     (8,245 )     (3,651 )
Interest income     1,004       19  
Foreign currency transaction gains (losses)     43       180  
Total other expenses, net     (7,198 )     (3,452 )
Income (loss) before provision for income taxes     (287 )     4,150  
Provision for income taxes     (392 )     (1,205 )
Net income (loss)   $ (679 )   $ 2,945  
Less: net income (loss) attributable to non-controlling interest     (8 )     1,494  
Net income (loss) attributable to RE/MAX Holdings, Inc.   $ (671 )   $ 1,451  
                 
Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock                
Basic   $ (0.04 )   $ 0.08  
Diluted   $ (0.04 )   $ 0.08  
Weighted average shares of Class A common stock outstanding                
Basic     17,916,841       18,934,424  
Diluted     17,916,841       19,211,603  
Cash dividends declared per share of Class A common stock   $ 0.23     $ 0.23  

 

RE/MAX Holdings, Inc. – First Quarter 2023 Page 6 of 16

 


 

TABLE 2

 

RE/MAX Holdings, Inc.

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

 

    March 31,     December 31,  
    2023     2022  
Assets                
Current assets:                
Cash and cash equivalents   $ 96,754     $ 108,663  
Restricted cash     27,329       29,465  
Accounts and notes receivable, current portion, net of allowances     33,284       32,518  
Income taxes receivable     1,561       2,138  
Other current assets     18,216       20,178  
Total current assets     177,144       192,962  
Property and equipment, net of accumulated depreciation     9,249       9,793  
Operating lease right of use assets     26,359       25,825  
Franchise agreements, net     115,334       120,174  
Other intangible assets, net     23,750       25,763  
Goodwill     258,686       258,626  
Deferred tax assets, net     52,464       51,441  
Income taxes receivable, net of current portion     754       754  
Other assets, net of current portion     8,869       9,896  
Total assets   $ 672,609     $ 695,234  
Liabilities and stockholders' equity                
Current liabilities:                
Accounts payable   $ 3,409     $ 6,165  
Accrued liabilities     65,464       70,751  
Income taxes payable     838       1,658  
Deferred revenue     25,014       27,784  
Current portion of debt     4,600       4,600  
Current portion of payable pursuant to tax receivable agreements     1,642       1,642  
Operating lease liabilities     7,371       7,068  
Total current liabilities     108,338       119,668  
Debt, net of current portion     442,782       443,720  
Payable pursuant to tax receivable agreements, net of current portion     24,917       24,917  
Deferred tax liabilities, net     12,505       13,113  
Deferred revenue, net of current portion     18,117       18,287  
Operating lease liabilities, net of current portion     37,453       37,989  
Other liabilities, net of current portion     5,554       5,838  
Total liabilities     649,666       663,532  
Commitments and contingencies                
Stockholders' equity:                
Class A common stock, par value $.0001 per share, 180,000,000 shares authorized; 18,121,947 and 17,874,238 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively     2       2  
Class B common stock, par value $.0001 per share, 1,000 shares authorized; 1 share issued and outstanding as of March 31, 2023 and December 31, 2022, respectively            
Additional paid-in capital     538,743       535,566  
Accumulated deficit     (63,137 )     (53,999 )
Accumulated other comprehensive income (deficit), net of tax     (313 )     (395 )
Total stockholders' equity attributable to RE/MAX Holdings, Inc.     475,295       481,174  
Non-controlling interest     (452,352 )     (449,472 )
Total stockholders' equity     22,943       31,702  
Total liabilities and stockholders' equity   $ 672,609     $ 695,234  

 

RE/MAX Holdings, Inc. – First Quarter 2023 Page 7 of 16

 


 

TABLE 3

 

RE/MAX Holdings, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

    Three Months Ended  
    March 31,  
    2023     2022  
Cash flows from operating activities:                
Net income (loss)   $ (679 )   $ 2,945  
Adjustments to reconcile net income (loss) to net cash provided by operating activities:                
Depreciation and amortization     8,033       8,985  
Equity-based compensation expense     4,451       5,637  
Bad debt expense     1,614       170  
Deferred income tax expense (benefit)     (1,579 )     20  
Fair value adjustments to contingent consideration     (4 )     285  
Impairment charge - leased assets           3,735  
Loss on sale or disposition of assets, net     178       6  
Non-cash lease benefit     (766 )     (368 )
Non-cash debt charges     212       212  
Other, net     (116 )     49  
Changes in operating assets and liabilities     (8,280 )     (5,174 )
Net cash provided by operating activities     3,064       16,502  
Cash flows from investing activities:                
Purchases of property, equipment and capitalization of software     (1,489 )     (3,723 )
Other     195        
Net cash used in investing activities     (1,294 )     (3,723 )
Cash flows from financing activities:                
Payments on debt     (1,150 )     (1,150 )
Distributions paid to non-controlling unitholders     (2,889 )     (2,894 )
Dividends and dividend equivalents paid to Class A common stockholders     (4,824 )     (5,124 )
Payments related to tax withholding for share-based compensation     (3,458 )     (5,586 )
Common shares repurchased     (3,408 )     (1,314 )
Payment of contingent consideration     (120 )      
Net cash used in financing activities     (15,849 )     (16,068 )
Effect of exchange rate changes on cash     34       274  
Net decrease in cash, cash equivalents and restricted cash     (14,045 )     (3,015 )
Cash, cash equivalents and restricted cash, beginning of period     138,128       158,399  
Cash, cash equivalents and restricted cash, end of period   $ 124,083     $ 155,384  

 

RE/MAX Holdings, Inc. – First Quarter 2023 Page 8 of 16

 


 

TABLE 4

 

RE/MAX Holdings, Inc.

Agent Count

(Unaudited)

 

    As of  
    March 31,     December 31,     September 30,     June 30,     March 31,     December 31,     September 30,     June 30,     March 31,  
    2023     2022     2022     2022     2022     2021     2021     2021     2021  
Agent Count:                                                      
U.S.                                                      
Company-Owned Regions   50,340     51,491     52,804     53,415     53,338     53,946     54,578     48,025     48,041  
Independent Regions   7,110     7,228     7,311     7,410     7,379     7,381     7,429     14,403     14,220  
U.S. Total   57,450     58,719     60,115     60,825     60,717     61,327     62,007     62,428     62,261  
Canada                                                      
Company-Owned Regions   20,172     20,228     20,174     20,098     19,751     19,596     19,207     6,387     6,262  
Independent Regions   4,899     4,892     4,844     4,756     4,692     4,548     4,442     16,679     16,248  
Canada Total   25,071     25,120     25,018     24,854     24,443     24,144     23,649     23,066     22,510  
U.S. and Canada Total   82,521     83,839     85,133     85,679     85,160     85,471     85,656     85,494     84,771  
Outside U.S. and Canada                                                      
Independent Regions   61,002     60,175     59,167     58,260     57,245     56,527     55,280     54,707     55,443  
Outside U.S. and Canada Total   61,002     60,175     59,167     58,260     57,245     56,527     55,280     54,707     55,443  
Total   143,523     144,014     144,300     143,939     142,405     141,998     140,936     140,201     140,214  

 

RE/MAX Holdings, Inc. – First Quarter 2023 Page 9 of 16

 


  

TABLE 5

 

RE/MAX Holdings, Inc.

Adjusted EBITDA Reconciliation to Net Income

(In thousands, except percentages)

(Unaudited)

 

    Three Months Ended  
    March 31,  
    2023     2022  
Net income (loss)   $ (679 )   $ 2,945  
Depreciation and amortization     8,033       8,985  
Interest expense     8,245       3,651  
Interest income     (1,004 )     (19 )
Provision for income taxes     392       1,205  
EBITDA     14,987       16,767  
Impairment charge - leased assets (1)           3,735  
Equity-based compensation expense     4,451       5,637  
Acquisition-related expense (2)     37       1,257  
Fair value adjustments to contingent consideration (3)     (4 )     285  
Restructuring charges     39        
Other     410       236  
Adjusted EBITDA (4)   $ 19,920     $ 27,917  
Adjusted EBITDA Margin (4)     23.3 %     30.7 %

 

(1) Represents the impairment recognized on a portion of the Company’s corporate headquarters office building in the prior year.
(2) Acquisition-related expense includes personnel, legal, accounting, advisory and consulting fees incurred in connection with acquisition activities and integration of acquired companies.
(3) Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities.
(4) Non-GAAP measure. See the end of this press release for definitions of non-GAAP measures.

 

RE/MAX Holdings, Inc. – First Quarter 2023 Page 10 of 16

 


 

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  
    March 31,  
    2023     2022  
Net income (loss)   $ (679 )   $ 2,945  
Amortization of acquired intangible assets     5,758       6,169  
Provision for income taxes     392       1,205  
Add-backs:                
Impairment charge - leased assets (1)           3,735  
Equity-based compensation expense     4,451       5,637  
Acquisition-related expense (2)     37       1,257  
Fair value adjustments to contingent consideration (3)     (4 )     285  
Restructuring charges     39        
Other     410       236  
Adjusted pre-tax net income     10,404       21,469  
Less: Provision for income taxes at 25% (4)     (2,601 )     (5,367 )
Adjusted net income (5)   $ 7,803     $ 16,102  
                 
Total basic pro forma shares outstanding     30,476,441       31,494,024  
Total diluted pro forma shares outstanding     30,476,441       31,771,203  
                 
Adjusted net income basic earnings per share (5)   $ 0.26     $ 0.51  
Adjusted net income diluted earnings per share (5)   $ 0.26     $ 0.51  

 

(1) Represents the impairment recognized on a portion of the Company’s corporate headquarters office building in the prior year.
(2) Acquisition-related expense includes personnel, legal, accounting, advisory and consulting fees incurred in connection with acquisition activities and integration of acquired companies.
(3) Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities.
(4) 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.
(5) Non-GAAP measure. See the end of this press release for definitions of non-GAAP measures.

 

RE/MAX Holdings, Inc. – First Quarter 2023 Page 11 of 16

 


 

TABLE 7

 

RE/MAX Holdings, Inc.

Pro Forma Shares Outstanding

(Unaudited)

 

    Three Months Ended  
    March 31,  
    2023     2022  
Total basic weighted average shares outstanding:            
Weighted average shares of Class A common stock outstanding     17,916,841       18,934,424  
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  
Total basic pro forma weighted average shares outstanding     30,476,441       31,494,024  
                 
Total diluted weighted average shares outstanding:                
Weighted average shares of Class A common stock outstanding     17,916,841       18,934,424  
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  
Dilutive effect of unvested restricted stock units (1)           277,179  
Total diluted pro forma weighted average shares outstanding     30,476,441       31,771,203  

 

(1) In accordance with the treasury stock method.

 

RE/MAX Holdings, Inc. – First Quarter 2023 Page 12 of 16

 


 

TABLE 8

 

RE/MAX Holdings, Inc.

Adjusted Free Cash Flow & Unencumbered Cash

(Unaudited)

 

    Three Months Ended  
    March 31,  
    2023     2022  
Cash flow from operations   $ 3,064     $ 16,502  
Less: Purchases of property, equipment and capitalization of software     (1,489 )     (3,723 )
(Increases) decreases in restricted cash of the Marketing Funds (1)     2,136       (4,760 )
Adjusted free cash flow (2)     3,711       8,019  
                 
Adjusted free cash flow (2)     3,711       8,019  
Less: Tax/Other non-dividend distributions to RIHI           (5 )
Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)     3,711       8,014  
                 
Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)     3,711       8,014  
Less: Debt principal payments     (1,150 )     (1,150 )
Unencumbered cash generated (2)   $ 2,561     $ 6,864  
                 
Summary                
Cash flow from operations   $ 3,064     $ 16,502  
Adjusted free cash flow (2)   $ 3,711     $ 8,019  
Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)   $ 3,711     $ 8,014  
Unencumbered cash generated (2)   $ 2,561     $ 6,864  
                 
Adjusted EBITDA (2)   $ 19,920     $ 27,917  
Adjusted free cash flow as % of Adjusted EBITDA (2)     18.6 %     28.7 %
Adjusted free cash flow less distributions to RIHI as % of Adjusted EBITDA (2)     18.6 %     28.7 %
Unencumbered cash generated as % of Adjusted EBITDA (2)     12.9 %     24.6 %

 

(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) so as 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.

 

RE/MAX Holdings, Inc. – First Quarter 2023 Page 13 of 16

 


 

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 on the basis of 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.

 

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;

 

RE/MAX Holdings, Inc. – First Quarter 2023 Page 14 of 16

 


 

· 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;

 

· 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 on sale or disposition of assets and sublease and acquisition-related expense, among others. 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;

 

RE/MAX Holdings, Inc. – First Quarter 2023 Page 15 of 16

 


 

· 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.

 

RE/MAX Holdings, Inc. – First Quarter 2023 Page 16 of 16