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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): February 22, 2024

 

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 February 22, 2024, RE/MAX Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and full year ended December 31, 2023. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

The Company is also disclosing that it may use the remaxholdings.com, investors.remaxholdings.com, remax.com, mottomortgage.com, and wemlo.io websites as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

 

On February 22, 2024, Amy Lessinger was promoted to President of RE/MAX, LLC, a subsidiary of the Company (“RE/MAX”). Ms. Lessinger succeeds Nick Bailey, President and CEO of RE/MAX, who is leaving RE/MAX and the Company.

 

Ms. Lessinger, 51, previously served as Senior Vice President, Region Development for RE/MAX, a position she has held since January 2022. Prior to that, she served as Vice President, Business Growth, West Region. Ms. Lessinger has been affiliated with the RE/MAX network for over 25 years. Ms. Lessinger was founding principal and Broker/Owner of RE/MAX Affiliates in Nevada, a RE/MAX franchisee. (Ms. Lessinger sold her ownership in the franchisee prior to beginning employment with RE/MAX.)

 

In her new position, Ms. Lessinger’s annual base salary is $355,000. She will be eligible for an annual long-term incentive grant with a grant date value of 175% of her base salary, which will be 50% performance-based restricted stock units that vest based on Company performance over a three-year period and 50% time-based restricted stock units that vest annually over three years. She will also be eligible for an annual short-term incentive with a target level of 50% of her base salary. Ms. Lessinger does not have an employment agreement. She is eligible for pay and benefits under Company policies including the Company’s Severance and Retirement Policy and the Change in Control Severance Plan.

 

There are no related party transactions between Ms. Lessinger and the Company as defined in Item 404(a) of Regulation S-K. There are no family relationships between Ms. Lessinger and any director, executive officer, or person nominated or chosen to be a director or executive officer of the Company.

 

Item 7.01. Regulation FD Disclosure. *

 

On February 22, 2024, the Company issued a press release regarding Ms. Lessinger’s promotion, two other promotions, and Mr. Bailey’s departure. Abby Lee, who previously served as Senior Vice President, Marketing and Communications, has been promoted to Executive Vice President, Marketing, Communications, and Events. Susie Winders, who previously served as Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary, has been promoted to Executive Vice President, General Counsel, Chief Compliance Officer, and Secretary. Both of these promotions are effective as of February 22, 2024. The press release is furnished herewith as Exhibit 99.2.

 

Item 9.01. Financial Statements and Exhibits. *

 

Exhibit No.   Description
99.1   Earnings press release issued on February 22, 2024
99.2   Press release regarding leadership changes issued on February 22, 2024
104   Cover Page Interactive Data File (formatted as inline XBRL)

 

*                 The information contained in Items 2.02, 7.01, and 9.01 and Exhibits 99.1 and 99.2 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: February 22, 2024 By: /s/ Karri Callahan
    Karri Callahan
    Chief Financial Officer

 

 

EX-99.1 2 tm246964d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

RE/MAX HOLDINGS, INC. REPORTS 

FOURTH QUARTER AND FULL YEAR 2023 RESULTS 

Total Revenue of $76.6 Million, Adjusted EBITDA of $23.0 Million

 

DENVER, February 22, 2024

 

Fourth Quarter 2023 Highlights 

(Compared to fourth quarter 2022 unless otherwise noted)

 

§ Total Revenue decreased 5.7% to $76.6 million
§ Revenue excluding the Marketing Funds1 decreased 5.8% to $56.0 million, driven by negative 5.6% organic growth2 and adverse foreign currency movements of 0.2%
§ Net loss attributable to RE/MAX Holdings, Inc. of $10.9 million and loss per diluted share (GAAP EPS) of $0.60
§ Adjusted EBITDA3 decreased 13.4% to $23.0 million, Adjusted EBITDA margin3 of 30.0% and Adjusted earnings per diluted share (Adjusted EPS3) of $0.30
§ Total agent count increased 0.6% to 144,835 agents
§ U.S. and Canada combined agent count decreased 4.2% to 80,299 agents
§ Total open Motto Mortgage franchises increased 6.5% to 246 offices4

 

Full-Year 2023 Highlights 

(Compared to full year 2022 unless otherwise noted)

 

§ Total Revenue decreased 7.8% to $325.7 million
§ Revenue excluding the Marketing Funds1 decreased 8.1% to $241.8 million, driven by negative 7.4% organic growth2 and adverse foreign currency movements of 0.7%
§ Net loss attributable to RE/MAX Holdings, Inc. of $69.0 million and loss per diluted share (GAAP EPS) of $3.81
§ Adjusted EBITDA3 decreased 20.8% to $96.3 million, Adjusted EBITDA margin3 of 29.6% and Adjusted earnings per diluted share (Adjusted EPS3) of $1.36

 

Operating Statistics as of January 31, 2024 

(Compared to January 31, 2023, unless otherwise noted)

 

§ Total agent count increased 204 agents to 143,497 agents
§ U.S. and Canada combined agent count decreased 4.2% to 79,416 agents
§ Total open Motto Mortgage franchises increased 5.6% to 244 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 national mortgage brokerage franchise brand in the U.S., today announced operating results for the quarter and year ended December 31, 2023.

 

“We generated better-than-expected margins in the fourth quarter, driven by our ongoing focus on effective cost management amidst what continues to be a very difficult housing market. Despite macro conditions beyond our control, our expense discipline has allowed us to remain nimble, able to pursue and seize those growth opportunities that we identify as having the greatest potential," said Erik Carlson, RE/MAX Holdings Chief Executive Officer. "Looking ahead to 2024, we believe there are many reasons to be optimistic – encouraging interest rate trends, improving customer sentiment, and ongoing pent-up demand bode well for progressively better housing market performance moving forward.

 

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


 

Carlson continued: "RE/MAX Holdings is uniquely positioned to benefit when the industry environment improves given our industry-leading brands, highly productive networks, and scaled business model. We believe these strengths, coupled with our strategic growth initiatives, should serve us well in an ascending market. "

 

Fourth Quarter 2023 Operating Results

 

Agent Count

 

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

 

  As of December 31,   Change  
  2023     2022   #     %  
U.S.   55,131       58,719     (3,588 )     (6.1 )
Canada   25,168       25,120     48       0.2  
Subtotal   80,299       83,839     (3,540 )     (4.2 )
Outside the U.S. & Canada   64,536       60,175     4,361       7.2  
Total   144,835       144,014     821       0.6  

 

Revenue

 

RE/MAX Holdings generated revenue of $76.6 million in the fourth quarter of 2023, a decrease of $4.7 million, or 5.7%, compared to $81.3 million in the fourth quarter of 2022. Revenue excluding the Marketing Funds was $56.0 million in the fourth quarter of 2023, a decrease of $3.4 million, or 5.8%, versus the same period in 2022. The decrease in Revenue excluding the Marketing Funds was attributable to negative organic revenue growth of 5.6% and adverse foreign-currency movements of 0.2%. Organic growth decreased primarily due to a reduction in U.S. agent count and lower broker fee revenue, partially offset by Mortgage segment growth.

 

Recurring revenue streams, which consist of continuing franchise fees and annual dues, decreased $1.7 million, or 4.0%, compared to the fourth quarter of 2022 and accounted for 70.7% of Revenue excluding the Marketing Funds in the fourth quarter of 2023 compared to 69.4% of Revenue excluding the Marketing Funds in the prior-year period.

 

Operating Expenses

 

Total operating expenses were $86.3 million for the fourth quarter of 2023, an increase of $13.5 million, or 18.5%, compared to $72.8 million in the fourth quarter of 2022. Fourth quarter 2023 total operating expenses increased primarily due to higher impairment charges and selling, operating and administrative expenses, partially offset by reduced Marketing Funds and depreciation and amortization expenses.

 

Selling, operating and administrative expenses were $39.1 million in the fourth quarter of 2023, an increase of $3.4 million, or 9.6%, compared to the fourth quarter of 2022 and represented 69.9% of Revenue excluding the Marketing Funds, compared to 60.0% in the prior-year period. Fourth quarter 2023 selling, operating and administrative expenses increased primarily due to changes in the fair value of the contingent consideration liabilities.

 

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


 

Net Income (Loss) and GAAP EPS

 

Net loss attributable to RE/MAX Holdings was $10.9 million for the fourth quarter of 2023 compared to net loss of $1.3 million for the fourth quarter of 2022. Reported basic and diluted GAAP loss per share were each $0.60 for the fourth quarter of 2023 compared to basic and diluted GAAP loss per share of $0.07 each in the fourth quarter of 2022.

 

Adjusted EBITDA and Adjusted EPS

 

Adjusted EBITDA was $23.0 million for the fourth quarter of 2023, a decrease of $3.6 million, or 13.4%, compared to the fourth quarter of 2022. Fourth quarter 2023 Adjusted EBITDA decreased primarily due to lower Revenue excluding the Marketing Funds resulting primarily from a decrease in U.S. agent count and lower broker fee revenue, partially offset by lower personnel expenses and legal fees. Adjusted EBITDA margin was 30.0% in the fourth quarter of 2023, compared to 32.7% in the fourth quarter of 2022.

 

Adjusted basic and diluted EPS were each $0.30 for the fourth quarter of 2023 compared to Adjusted basic and diluted EPS of $0.41 each for the fourth quarter of 2022. The ownership structure used to calculate Adjusted basic and diluted EPS for the quarter ended December 31, 2023, assumes RE/MAX Holdings owned 100% of RMCO, LLC (“RMCO”). The weighted average ownership RE/MAX Holdings had in RMCO was 59.2% for the quarter ended December 31, 2023.

 

Balance Sheet

 

As of December 31, 2023, the Company had cash and cash equivalents of $82.6 million, a decrease of $26.0 million from December 31, 2022. As of December 31, 2023, the Company had $444.6 million of outstanding debt, net of an unamortized debt discount and issuance costs, compared to $448.3 million as of December 31, 2022.

 

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 December 31, 2023, the Company did not repurchase any shares. As of December 31, 2023, $62.5 million remained available under the share repurchase program.

 

Leadership Changes

 

Today the Company announced the promotions of three of its senior leaders – Amy Lessinger, Abby Lee, and Susie Winders – in recognition of their contributions to the Company over their long tenures.

 

Ms. Lessinger is being promoted from Senior Vice President of Region Development for RE/MAX, LLC to President of RE/MAX, LLC, responsible for overseeing the RE/MAX brand and network globally. She succeeds Nick Bailey, President and CEO of RE/MAX, LLC, who is leaving the Company. Ms. Lee, previously Senior Vice President of Marketing and Communications, is being promoted to Executive Vice President of Marketing, Communications, and Events. She will continue to lead advertising, marketing, communications, and public relations for the Company, in addition to managing the Company’s events team. Susie Winders is being promoted from Senior Vice President, General Counsel, Chief Compliance Officer and Secretary to Executive Vice President, General Counsel, Chief Compliance Officer, and Secretary. Ms. Lessinger, Ms. Lee, and Ms. Winders will report directly to RE/MAX Holdings CEO Erik Carlson.

 

Outlook

 

The Company’s first quarter and full-year 2024 Outlook assumes no further currency movements, acquisitions, or divestitures.

 

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


 

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

 

§ Agent count to change negative 0.5% to positive 0.5% over first 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 $16.5 million to $19.5 million.

 

For the full year 2024, the Company expects:

 

§ Agent count to change negative 0.5% to positive 1.5% over full year 2023;
§ Revenue in a range of $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 $90.0 million to $100.0 million.

 

Webcast and Conference Call

 

The Company will host a conference call for interested parties on Friday, February 23, 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/Q4I94851

 

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     Year Ended  
    December 31,     December 31,  
    2023     2022     2023     2022  
Revenue excluding the Marketing Funds:                                
Total revenue   $ 76,600     $ 81,267     $ 325,671     $ 353,386  
Less: Marketing Funds fees     20,589       21,823       83,861       90,319  
Revenue excluding the Marketing Funds   $ 56,011     $ 59,444     $ 241,810     $ 263,067  

 

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.

 

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


 

# # #

 

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.

 

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 first quarter and full year 2024; non-GAAP financial measures; housing and mortgage market conditions (including interest rate trends, customer sentiment, and pent-up demand); our belief that there are many reasons to be optimistic in 2024 with respect to housing market performance moving forward; and our belief that RE/MAX Holdings is uniquely positioned to benefit when the industry environment improves which should serve the Company well in an ascending market. 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.

 

Investor Contact: Media Contact:
Andy Schulz Kimberly Golladay
(303) 796-3287  (303) 224-4258
aschulz@remax.com kgolladay@remax.com

 

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


 

TABLE 1

 

RE/MAX Holdings, Inc. 

Consolidated Statements of Income (Loss) 

(In thousands, except share and per share amounts) 

(Unaudited)

 

    Three Months Ended     Year Ended  
    December 31,     December 31,  
    2023     2022     2023     2022  
Revenue:                                
Continuing franchise fees   $ 31,373     $ 32,452     $ 127,384     $ 133,389  
Annual dues     8,243       8,829       33,904       35,676  
Broker fees     11,544       11,941       51,012       62,939  
Marketing Funds fees     20,589       21,823       83,861       90,319  
Franchise sales and other revenue     4,851       6,222       29,510       31,063  
Total revenue     76,600       81,267       325,671       353,386  
Operating expenses:                                
Selling, operating and administrative expenses     39,131       35,692       171,548       173,980  
Marketing Funds expenses     20,589       21,823       83,861       90,319  
Depreciation and amortization     8,178       8,914       32,414       35,769  
Settlement and impairment charges     18,783       7,100       73,783       15,808  
Gain on reduction in tax receivable agreement liability     (381 )     (728 )     (25,298 )     (702 )
Total operating expenses     86,300       72,801       336,308       315,174  
Operating income (loss)     (9,700 )     8,466       (10,637 )     38,212  
Other expenses, net:                                
Interest expense     (9,364 )     (7,491 )     (35,741 )     (20,903 )
Interest income     1,102       785       4,420       1,460  
Foreign currency transaction gains (losses)     36       (301 )     419       (641 )
Total other expenses, net     (8,226 )     (7,007 )     (30,902 )     (20,084 )
Income (loss) before provision for income taxes     (17,926 )     1,459       (41,539 )     18,128  
Provision for income taxes     (453 )     (3,012 )     (56,947 )     (7,371 )
Net income (loss)   $ (18,379 )   $ (1,553 )   $ (98,486 )   $ 10,757  
Less: net income (loss) attributable to non-controlling interest     (7,472 )     (243 )     (29,464 )     4,647  
Net income (loss) attributable to RE/MAX Holdings, Inc.   $ (10,907 )   $ (1,310 )   $ (69,022 )   $ 6,110  
                                 
Net income (loss) attributable to RE/MAX Holdings, Inc. per share
of Class A common stock
                               
Basic   $ (0.60 )   $ (0.07 )   $ (3.81 )   $ 0.33  
Diluted   $ (0.60 )   $ (0.07 )   $ (3.81 )   $ 0.32  
Weighted average shares of Class A common stock outstanding                                
Basic     18,253,608       18,136,970       18,111,409       18,678,774  
Diluted     18,253,608       18,136,970       18,111,409       18,844,696  
Cash dividends declared per share of Class A common stock   $     $ 0.23     $ 0.69     $ 0.92  

 

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


 

TABLE 2

 

RE/MAX Holdings, Inc. 

Consolidated Balance Sheets 

(In thousands, except share and per share amounts) 

(Unaudited)

 

    As of December 31,  
    2023     2022  
Assets                
Current assets:                
Cash and cash equivalents   $ 82,623     $ 108,663  
Restricted cash     43,140       29,465  
Accounts and notes receivable, current portion, net of allowances     33,427       32,518  
Income taxes receivable     1,706       2,138  
Other current assets     15,669       20,178  
Total current assets     176,565       192,962  
Property and equipment, net of accumulated depreciation     8,633       9,793  
Operating lease right of use assets     23,013       25,825  
Franchise agreements, net     101,516       120,174  
Other intangible assets, net     19,176       25,763  
Goodwill     241,164       258,626  
Deferred tax assets           51,441  
Income taxes receivable, net of current portion           754  
Other assets, net of current portion     7,083       9,896  
Total assets   $ 577,150     $ 695,234  
Liabilities and stockholders' equity (deficit)                
Current liabilities:                
Accounts payable   $ 4,700     $ 6,165  
Accrued liabilities     107,434       70,751  
Income taxes payable     766       1,658  
Deferred revenue     23,077       27,784  
Current portion of debt     4,600       4,600  
Current portion of payable pursuant to tax receivable agreements     822       1,642  
Operating lease liabilities     7,920       7,068  
Total current liabilities     149,319       119,668  
Debt, net of current portion     439,980       443,720  
Payable pursuant to tax receivable agreements, net of current portion           24,917  
Deferred tax liabilities     10,797       13,113  
Deferred revenue, net of current portion     17,607       18,287  
Operating lease liabilities, net of current portion     31,479       37,989  
Other liabilities, net of current portion     4,029       5,838  
Total liabilities     653,211       663,532  
Commitments and contingencies                
Stockholders' equity (deficit):                
Class A common stock, par value $.0001 per share, 180,000,000 shares authorized; 18,269,284 and 17,874,238 shares issued and outstanding as of December 31, 2023 and 2022, respectively     2       2  
Class B common stock, par value $.0001 per share, 1,000 shares authorized; 1 share issued and outstanding as of December 31, 2023 and 2022, respectively            
Additional paid-in capital     550,637       535,566  
Accumulated deficit     (140,217 )     (53,999 )
Accumulated other comprehensive income (deficit), net of tax     638       (395 )
Total stockholders' equity attributable to RE/MAX Holdings, Inc.     411,060       481,174  
Non-controlling interest     (487,121 )     (449,472 )
Total stockholders' equity (deficit)     (76,061 )     31,702  
Total liabilities and stockholders' equity (deficit)   $ 577,150     $ 695,234  

 

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


 

TABLE 3

 

RE/MAX Holdings, Inc. 

Consolidated Statements of Cash Flows 

(In thousands) 

(Unaudited)

 

    Year Ended  
    December 31,  
    2023     2022     2021  
Cash flows from operating activities:                        
Net income (loss)   $ (98,486 )   $ 10,757     $ (24,620 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:                        
Depreciation and amortization     32,414       35,769       31,333  
Equity-based compensation expense     19,536       22,044       34,298  
Bad debt expense     6,784       2,581       (1,345 )
Deferred income tax expense (benefit)     49,387       (183 )     (2,528 )
Fair value adjustments to contingent consideration     (533 )     (133 )     309  
Settlement charge     55,150              
Impairment charge - goodwill     18,633       7,100       5,123  
Impairment charge - leased assets           6,248        
Loss (gain) on sale or disposition of assets, net     406       1,320       (6 )
Non-cash lease benefit     (2,847 )     (2,108 )     (1,335 )
Non-cash loss on lease termination           1,175        
Non-cash debt charges     860       861       905  
Gain on reduction in tax receivable agreement liability     (25,298 )     (702 )     382  
Other, net     62       47       (113 )
Changes in operating assets and liabilities                        
Accounts and notes receivable, current portion     (8,442 )     2,789       3,329  
Other current and noncurrent assets     6,461       5,163       (2,090 )
Other current and noncurrent liabilities     (20,249 )     (17,533 )     11,882  
Payments pursuant to tax receivable agreements     (440 )     (3,240 )     (3,444 )
Income taxes receivable/payable     298       (871 )     (9,775 )
Deferred revenue, current and noncurrent     (5,432 )     58       137  
Net cash provided by operating activities     28,264       71,142       42,442  
Cash flows from investing activities:                        
Purchases of property, equipment and capitalization of software     (6,419 )     (9,932 )     (15,239 )
Acquisitions, net of cash, cash equivalents and restricted cash acquired in 2021 of $14.1 million                 (180,002 )
Other     776       (1,568 )     319  
Net cash used in investing activities     (5,643 )     (11,500 )     (194,922 )
Cash flows from financing activities:                        
Proceeds from the issuance of debt                 458,850  
Payments on debt     (4,600 )     (4,600 )     (227,390 )
Capitalized debt amendment costs                 (3,871 )
Distributions paid to non-controlling unitholders     (8,655 )     (13,832 )     (14,206 )
Dividends and dividend equivalents paid to Class A common stockholders     (13,553 )     (18,186 )     (17,833 )
Payments related to tax withholding for share-based compensation     (4,367 )     (6,524 )     (5,329 )
Common shares repurchased     (3,408 )     (34,101 )      
Payment of contingent consideration     (1,234 )     (1,120 )     (869 )
Net cash used in financing activities     (35,817 )     (78,363 )     189,352  
Effect of exchange rate changes on cash     831       (1,550 )     300  
Net decrease in cash, cash equivalents and restricted cash     (12,365 )     (20,271 )     37,172  
Cash, cash equivalents and restricted cash, beginning of period     138,128       158,399       121,227  
Cash, cash equivalents and restricted cash, end of period   $ 125,763     $ 138,128     $ 158,399  

 

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


 

TABLE 4

 

RE/MAX Holdings, Inc. 

Agent Count 

(Unaudited)

 

    As of  
    December 31,   September 30,   June 30,   March 31,   December 31,   September 30,   June 30,   March 31,   December 31,  
    2023   2023   2023   2023   2022   2022   2022   2022   2021  
Agent Count:                                                        
U.S.                                                        
Company-Owned Regions     48,401     49,576     50,011     50,340     51,491     52,804     53,415     53,338     53,946  
Independent Regions     6,730     6,918     6,976     7,110     7,228     7,311     7,410     7,379     7,381  
U.S. Total     55,131     56,494     56,987     57,450     58,719     60,115     60,825     60,717     61,327  
Canada                                                        
Company-Owned Regions     20,270     20,389     20,354     20,172     20,228     20,174     20,098     19,751     19,596  
Independent Regions     4,898     4,899     4,864     4,899     4,892     4,844     4,756     4,692     4,548  
Canada Total     25,168     25,288     25,218     25,071     25,120     25,018     24,854     24,443     24,144  
U.S. and Canada Total     80,299     81,782     82,205     82,521     83,839     85,133     85,679     85,160     85,471  
Outside U.S. and Canada                                                        
Independent Regions     64,536     63,527     62,305     61,002     60,175     59,167     58,260     57,245     56,527  
Outside U.S. and Canada Total     64,536     63,527     62,305     61,002     60,175     59,167     58,260     57,245     56,527  
Total     144,835     145,309     144,510     143,523     144,014     144,300     143,939     142,405     141,998  

 

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


 

TABLE 5

 

RE/MAX Holdings, Inc. 

Adjusted EBITDA Reconciliation to Net Income (Loss) 

(In thousands, except percentages) 

(Unaudited)

 

    Three Months Ended     Year Ended  
    December 31,     December 31,  
    2023     2022     2023     2022  
Net income (loss)   $ (18,379 )   $ (1,553 )   $ (98,486 )   $ 10,757  
Depreciation and amortization     8,178       8,914       32,414       35,769  
Interest expense     9,364       7,491       35,741       20,903  
Interest income     (1,102 )     (785 )     (4,420 )     (1,460 )
Provision for income taxes     453       3,012       56,947       7,371  
EBITDA     (1,486 )     17,079       22,196       73,340  
Settlement charge (1)     150             55,150        
Impairment charge - leased assets (2)                       6,248  
Impairment charge - goodwill (3)     18,633       7,100       18,633       7,100  
Loss on lease termination (4)                       2,460  
Equity-based compensation expense     5,486       4,038       19,536       22,044  
Acquisition-related expense (5)     103       (138 )     263       1,859  
Fair value adjustments to contingent consideration (6)     (154 )     (1,436 )     (533 )     (133 )
Restructuring charges (7)     (35 )     598       4,210       8,690  
Gain on reduction in tax receivable agreement liability (8)     (381 )     (728 )     (25,298 )     (702 )
Other     660       25       2,131       726  
Adjusted EBITDA (9)   $ 22,976     $ 26,538     $ 96,288     $ 121,632  
Adjusted EBITDA Margin (9)     30.0 %     32.7 %     29.6 %     34.4 %

 

(1) Represents the settlement of industry class-action lawsuits and other legal settlements.
(2) Represents the impairment recognized on a portion of the Company’s corporate headquarters office building in the prior year.
(3) During the fourth quarter of 2023, in connection with our annual goodwill impairment test, we concluded that the carrying value of the Mortgage reporting unit within the Mortgage segment exceeded its fair value, resulting in an impairment charge to the Mortgage reporting unit goodwill. In addition, during the fourth quarter of 2022, in connection with the restructuring of the business and technology offerings, the Company made the decision to wind down the Gadberry Group, resulting in an impairment charge to the Gadberry Group reporting unit goodwill.
(4) During the second quarter of 2022, a loss was recognized in connection with the termination of the booj office lease.
(5) Acquisition-related expense includes personnel, legal, accounting, advisory and consulting fees incurred in connection with acquisition activities and integration of acquired companies.
(6) Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities.
(7) 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 and during the third quarter of 2022, the Company incurred expenses related to a restructuring associated with a shift in its technology offerings strategy.
(8) Gain on reduction in tax receivable agreement liability is a result of a valuation allowance on deferred tax assets recorded during 2023.
(9) Non-GAAP measure. See the end of this press release for definitions of non-GAAP measures.

 

RE/MAX Holdings, Inc. – Fourth 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     Year Ended  
    December 31,     December 31,  
    2023     2022     2023     2022  
Net income (loss)   $ (18,379 )   $ (1,553 )   $ (98,486 )   $ 10,757  
Amortization of acquired intangible assets     5,741       5,780       23,040       24,333  
Provision for income taxes     453       3,012       56,947       7,371  
Add-backs:                                
Settlement charge (1)     150             55,150        
Impairment charge - leased assets (2)                       6,248  
Impairment charge - goodwill (3)     18,633       7,100       18,633       7,100  
Loss on lease termination (4)                       2,460  
Equity-based compensation expense     5,486       4,038       19,536       22,044  
Acquisition-related expense (5)     103       (138 )     263       1,859  
Fair value adjustments to contingent consideration (6)     (154 )     (1,436 )     (533 )     (133 )
Restructuring charges (7)     (35 )     598       4,210       8,690  
Gain on reduction in tax receivable agreement liability (8)     (381 )     (728 )     (25,298 )     (702 )
Other     660       25       2,131       726  
Adjusted pre-tax net income     12,277       16,698       55,593       90,753  
Less: Provision for income taxes at 25% (9)     (3,069 )     (4,175 )     (13,898 )     (22,688 )
Adjusted net income (10)   $ 9,208     $ 12,523     $ 41,695     $ 68,065  
                                 
Total basic pro forma shares outstanding     30,813,208       30,696,570       30,671,009       31,238,374  
Total diluted pro forma shares outstanding     30,813,208       30,696,570       30,671,009       31,404,296  
                                 
Adjusted net income basic earnings per share (10)   $ 0.30     $ 0.41     $ 1.36     $ 2.18  
Adjusted net income diluted earnings per share (10)   $ 0.30     $ 0.41     $ 1.36     $ 2.17  

 

(1) Represents the settlement of industry class-action lawsuits and other legal settlements.
(2) Represents the impairment recognized on a portion of the Company’s corporate headquarters office building in the prior year.
(3) During the fourth quarter of 2023, in connection with our annual goodwill impairment test, we concluded that the carrying value of the Mortgage reporting unit within the Mortgage segment exceeded its fair value, resulting in an impairment charge to the Mortgage reporting unit goodwill. In addition, during the fourth quarter of 2022, in connection with the restructuring of the business and technology offerings, the Company made the decision to wind down the Gadberry Group, resulting in an impairment charge to the Gadberry Group reporting unit goodwill.
(4) During the second quarter of 2022, a loss was recognized in connection with the termination of the booj office lease.
(5) Acquisition-related expense includes personnel, legal, accounting, advisory and consulting fees incurred in connection with acquisition activities and integration of acquired companies.
(6) Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities.
(7) 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 and during the third quarter of 2022, the Company incurred expenses related to a restructuring associated with a shift in its technology offerings strategy.
(8) Gain on reduction in tax receivable agreement liability is a result of a valuation allowance on deferred tax assets recorded during 2023.
(9) 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.
(10) Non-GAAP measure. See the end of this press release for definitions of non-GAAP measures.

 

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


 

TABLE 7

 

RE/MAX Holdings, Inc. 

Pro Forma Shares Outstanding 

(Unaudited)

 

    Three Months Ended     Year Ended  
    December 31,     December 31,  
    2023     2022     2023     2022  
Total basic weighted average shares outstanding:                                
Weighted average shares of Class A common stock outstanding     18,253,608       18,136,970       18,111,409       18,678,774  
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     30,813,208       30,696,570       30,671,009       31,238,374  
                                 
Total diluted weighted average shares outstanding:                                
Weighted average shares of Class A common stock outstanding     18,253,608       18,136,970       18,111,409       18,678,774  
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)                       165,922  
Total diluted pro forma weighted average shares outstanding     30,813,208       30,696,570       30,671,009       31,404,296  

 

(1) In accordance with the treasury stock method.

 

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


 

TABLE 8

 

RE/MAX Holdings, Inc. 

Adjusted Free Cash Flow & Unencumbered Cash 

(Unaudited)

 

    Year Ended  
    December 31,  
    2023     2022  
Cash flow from operations   $ 28,264     $ 71,142  
Less: Purchases of property, equipment and capitalization of software     (6,419 )     (9,932 )
(Increases) decreases in restricted cash of the Marketing Funds (1)     13,825       2,664  
Adjusted free cash flow (2)     35,670       63,874  
                 
Adjusted free cash flow (2)     35,670       63,874  
Less: Tax/Other non-dividend distributions to RIHI     (12 )     (2,276 )
Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)     35,658       61,598  
                 
Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)     35,658       61,598  
Less: Debt principal payments     (4,600 )     (4,600 )
Unencumbered cash generated (2)   $ 31,058     $ 56,998  
                 
Summary                
Cash flow from operations   $ 28,264     $ 71,142  
Adjusted free cash flow (2)   $ 35,670     $ 63,874  
Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)   $ 35,658     $ 61,598  
Unencumbered cash generated (2)   $ 31,058     $ 56,998  
                 
Adjusted EBITDA (2)   $ 96,288     $ 121,632  
Adjusted free cash flow as % of Adjusted EBITDA (2)     37.0 %     52.5 %
Adjusted free cash flow less distributions to RIHI as % of Adjusted EBITDA (2)     37.0 %     50.6 %
Unencumbered cash generated as % of Adjusted EBITDA (2)     32.3 %     46.9 %

 

(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. – Fourth 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. – Fourth 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;
     
· 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:

 

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


 

· 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.

 

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

 

EX-99.2 3 tm246964d1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 

 

RE/MAX HOLDINGS, INC. PROMOTES

AMY LESSINGER TO PRESIDENT OF RE/MAX, LLC,

ABBY LEE TO EVP OF MARKETING, COMMUNICATIONS, AND EVENTS, AND
SUSIE WINDERS TO EVP, GENERAL COUNSEL

 

DENVER, Feb. 22, 2024 — RE/MAX Holdings, Inc. (the “Company”) (NYSE: RMAX), parent company of RE/MAX, LLC, one of the world's leading franchisors of real estate brokerage services, and of Motto Mortgage, the first and only national mortgage brokerage franchise brand in the U.S., today announced the promotions of three of its senior leaders, Amy Lessinger, Abby Lee, and Susie Winders, in recognition of their contributions to the Company over their long tenures.

 

Ms. Lessinger is being promoted from Senior Vice President of Region Development for RE/MAX, LLC to President of RE/MAX, LLC, responsible for overseeing the RE/MAX brand and network globally. She succeeds Nick Bailey, President and CEO of RE/MAX, LLC, who is leaving the Company. Ms. Lee, previously Senior Vice President of Marketing and Communications, is being promoted to Executive Vice President of Marketing, Communications, and Events. She will continue to lead advertising, marketing, communications, and public relations, in addition to managing the Company’s events team. Susie Winders is being promoted from Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary to Executive Vice President, General Counsel, Chief Compliance Officer, and Secretary. Ms. Lessinger, Ms. Lee, and Ms. Winders will report directly to RE/MAX Holdings CEO Erik Carlson.

 

Mr. Carlson said: “As we continue to leverage our industry-leading brands, attractive franchise model, and unique competitive advantages, I look forward to working with Amy, Abby, Susie, and our broader leadership team to drive forward our focus on providing our brands’ broker/owners, agents, and loan originators with the resources and services they need to help them thrive, which should benefit all of our stakeholders.”

 

Dave Liniger, Chairman of the Company’s Board and RE/MAX Co-Founder added: “I am delighted to recognize Amy, Abby, and Susie for their accomplishments. They are exceptional leaders who have each played a meaningful role in our Company’s success by tirelessly promoting our strong brands and supporting our highly productive networks.”

 


 

About Amy Lessinger

 

Amy Lessinger leads all aspects of the RE/MAX network globally, driving growth worldwide, overseeing the development and delivery of RE/MAX, LLC support services to franchisees and agents, and setting the vision for the brand. She was previously Senior Vice President, Region Development. Ms. Lessinger joined the network in 1998 as an agent with a RE/MAX brokerage in Reno, Nevada, eventually becoming a team leader. In 2005, she joined RE/MAX Realty Affiliates by opening a new office in Reno and partnering with the Broker/Owner of offices in Carson City and Gardnerville, Nevada. In 2020, she sold her ownership interest in the brokerage and joined the RE/MAX World Headquarters team as Vice President of Region Development. Ms. Lessinger earned a bachelor’s degree from the University of Nevada.

 

About Abby Lee

 

Abby Lee oversees the RE/MAX brand image globally, including the planning and execution of advertising and marketing campaigns, communications, and events. Ms. Lee was previously Senior Vice President of Marketing and Communications. She joined RE/MAX in 1998 and is a five-time RISMedia Newsmaker honoree. Ms. Lee is a graduate of Denison University and is a third-generation real estate agent, holding her broker license since 2007.

 

About Susie Winders

 

Susie Winders leads the Company’s legal and contracts departments, which oversee corporate governance and compliance, trademark and advertising, franchising, mergers and acquisitions, contracts and licensing, litigation, privacy, and employment matters. Ms. Winders was previously Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary. She earned her Juris Doctorate from Northwestern University and served as a litigation lawyer with international law firm Jones Day prior to joining RE/MAX in 2009 as Senior Litigation Counsel.

 

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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 across 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 has grown to over 225 offices across almost 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: the expected benefits to the Company of the promotions of Amy Lessinger, Abby Lee, and Susie Winders; the continued leverage of the Company’s competitive advantages; and driving forward the Company’s focus on providing its agents and brokers with the resources and services they need to help them thrive which should benefit all stakeholders. 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.

 

Investor Contact:   Media Contact:
Andy Schulz   Kimberly Golladay
303-796-3287   303-224-4258
aschulz@remax.com   kgolladay@remax.com