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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): October 31, 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 October 31, 2024, RE/MAX Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2024. 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, remax.ca, 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 9.01. Financial Statements and Exhibits. *

 

Exhibit No. Description
99.1 Press release issued on October 31, 2024
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: October 31, 2024 By: /s/ Karri Callahan
    Karri Callahan
    Chief Financial Officer

 

 

 

 

EX-99.1 2 tm2427177d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

RE/MAX HOLDINGS, INC. REPORTS THIRD QUARTER 2024 RESULTS

Total Revenue of $78.5 Million, Adjusted EBITDA of $27.3 Million

 

DENVER, October 31, 2024

 

Third Quarter 2024 Highlights

(Compared to third quarter 2023 unless otherwise noted)

 

§ Total Revenue decreased 3.4% to $78.5 million
§ Revenue excluding the Marketing Funds1 decreased 3.3% to $58.4 million, driven by negative 3.0% organic growth2 and 0.3% adverse foreign currency movements
§ Net income attributable to RE/MAX Holdings, Inc. of $1.0 million and earnings per diluted share (GAAP EPS) of $0.05
§ Adjusted EBITDA3 increased 2.0% to $27.3 million, Adjusted EBITDA margin3 of 34.8% and Adjusted earnings per diluted share (Adjusted EPS3) of $0.38
§ Total agent count increased 174 agents, or 0.1%, to 145,483 agents
§ U.S. and Canada combined agent count decreased 4.4% to 78,201 agents
§ Total open Motto Mortgage franchises decreased 3.3% 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 September 30, 2024.

 

“We continue to drive operational efficiency across the enterprise, which helped generate better-than-forecasted third-quarter financial results,” said Erik Carlson, RE/MAX Holdings Chief Executive Officer. “Our team is developing new revenue opportunities while working to run our core business better each day. That effort has contributed to our strong margin performance the past two quarters, which is an encouraging trend.”

 

Carlson continued: “Business optimization, having a growth mindset, and delivering the absolute best customer experience possible are the cornerstones of our playbook. We are making measurable progress on each of these. With increasing optimism about the trajectory of future interest rates, our growing global agent count, and our bold new initiatives – including providing innovative and enhanced technology products to our RE/MAX affiliates, improving the agent-customer experience by cultivating leads, and starting to monetize our digital assets – we are well-positioned to finish the year with positive momentum.”

 

RE/MAX Holdings, Inc. – Third Quarter 2024 Page 1 of 16

 


 

Third Quarter 2024 Operating Results

 

Agent Count

 

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

 

    As of September 30,     Change  
    2024     2023     #     %  
U.S.     52,808       56,494       (3,686 )     (6.5 )
Canada     25,393       25,288       105       0.4  
Subtotal     78,201       81,782       (3,581 )     (4.4 )
Outside the U.S. & Canada     67,282       63,527       3,755       5.9  
Total     145,483       145,309       174       0.1  

 

Revenue

 

RE/MAX Holdings generated revenue of $78.5 million in the third quarter of 2024, a decrease of $2.7 million, or 3.4%, compared to $81.2 million in the third quarter of 2023. Revenue excluding the Marketing Funds was $58.4 million in the third quarter of 2024, a decrease of $2.0 million, or 3.3%, versus the same period in 2023. The decrease in Revenue excluding the Marketing Funds was attributable to negative organic revenue growth of 3.0% and adverse foreign currency movements of 0.3%. Negative organic revenue growth was principally driven by a decrease in U.S. agent count and a reduction in revenue from previous acquisitions, partially offset by an increase in Broker fee revenue.

 

Recurring revenue streams, which consist of continuing franchise fees and annual dues, decreased $1.5 million, or 3.8%, compared to the third quarter of 2023 and accounted for 66.4% of Revenue excluding the Marketing Funds in the third quarter of 2024 compared to 66.7% of Revenue excluding the Marketing Funds in the prior-year period.

 

Operating Expenses

 

Total operating expenses were $63.3 million for the third quarter of 2024, a decrease of $39.0 million, or 38.1%, compared to $102.2 million in the third quarter of 2023. During the third quarter of 2023, the Company agreed to pay $55.0 million to settle various industry class-action lawsuits, which was recorded in the third quarter of 2023. A $24.9 million gain on reduction in tax receivable agreement liability was also recorded in the third quarter of 2023.

 

Selling, operating and administrative expenses were $35.9 million in the third quarter of 2024, a decrease of $7.2 million, or 16.6%, compared to the third quarter of 2023 and represented 61.5% of Revenue excluding the Marketing Funds, compared to 71.4% in the prior-year period. Third quarter 2024 selling, operating and administrative expenses decreased primarily due to lower personnel costs and a decrease in bad debt, legal, and other technology expenses.

 

Net Income (Loss) and GAAP EPS

 

Net income attributable to RE/MAX Holdings was $1.0 million for the third quarter of 2024 compared to net loss of ($59.5) million for the third quarter of 2023. Reported basic and diluted GAAP earnings per share were $0.05 each for the third quarter of 2024 compared to basic and diluted GAAP loss per share of ($3.28) each in the third quarter of 2023.

 

Adjusted EBITDA and Adjusted EPS

 

Adjusted EBITDA was $27.3 million for the third quarter of 2024, an increase of $0.5 million, or 2.0%, compared to the third quarter of 2023. Third quarter 2024 Adjusted EBITDA increased primarily due to a decrease in bad debt, legal, personnel, and other technology expenses, partially offset by a decrease in U.S. agent count. Adjusted EBITDA margin was 34.8% in the third quarter of 2024, compared to 32.9% in the third quarter of 2023.

 

RE/MAX Holdings, Inc. – Third Quarter 2024 Page 2 of 16

 


 

Adjusted basic and diluted EPS were $0.39 and $0.38, respectively, for the third quarter of 2024 compared to Adjusted basic and diluted EPS of $0.40 each for the third quarter of 2023. The ownership structure used to calculate Adjusted basic and diluted EPS for the quarter ended September 30, 2024, assumes RE/MAX Holdings owned 100% of RMCO, LLC (“RMCO”). The weighted average ownership RE/MAX Holdings had in RMCO was 60.0% for the quarter ended September 30, 2024.

 

Balance Sheet

 

As of September 30, 2024, the Company had cash and cash equivalents of $83.8 million, an increase of $1.2 million from December 31, 2023. As of September 30, 2024, the Company had $441.8 million of outstanding debt, net of an unamortized debt discount and issuance costs, compared to $444.6 million as of December 31, 2023.

 

Share Repurchases and Retirement

 

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

 

Impact of Hurricanes Helene and Milton

 

Several of the Company’s affiliates were impacted by the recent hurricanes. While the extent of the hurricanes’ full impact on the Company’s networks is not entirely known at this time, the Company currently estimates that its fourth quarter revenue will be lower than previously expected as financial support is provided to affected affiliates for a limited time. As a result, the Company’s fourth quarter and full year revenue (below) was reduced by approximately $1.0 million to $1.5 million, of which approximately 40% relates to the Marketing Funds, to reflect expected foregone revenue in the form of fee waivers provided to affiliates impacted by these storms.

 

Outlook

 

The Company’s fourth quarter and full year 2024 Outlook includes the impact of the fee waivers to hurricane-impacted affiliates and assumes no further currency movements, acquisitions, or divestitures.

 

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

 

§ Agent count to change 0.0% to 1.0% over fourth quarter 2023;
§ Revenue in a range of $71.0 million to $76.0 million (including revenue from the Marketing Funds in a range of $18.5 million to $20.5 million); and
§ Adjusted EBITDA in a range of $20.5 million to $23.5 million.

 

For the full year 2024, the Company now expects:

 

§ Agent count to change 0.0% to 1.0% over full year 2023, changed from negative 1.0% to positive 1.0%;
§ Revenue in a range of $306.0 million to $311.0 million (including revenue from the Marketing Funds in a range of $78.5 million to $80.5 million), changed from $305.0 million to $315.0 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 $95.0 million to $98.0 million, changed from $93.0 million to $98.0 million.

 

Webcast and Conference Call

 

The Company will host a conference call for interested parties on Friday, November 1, 2024, beginning at 8:30 a.m. Eastern Time. Interested parties can register in advance for the conference call using the link below:

 

RE/MAX Holdings, Inc. – Third Quarter 2024 Page 3 of 16

 


 

https://registrations.events/direct/Q4I941153

 

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     Nine Months Ended  
    September 30,     September 30,  
    2024     2023     2024     2023  
Revenue excluding the Marketing Funds:                                
Total revenue   $ 78,478     $ 81,223     $ 235,218     $ 249,071  
Less: Marketing Funds fees     20,098       20,853       60,331       63,272  
Revenue excluding the Marketing Funds   $ 58,380     $ 60,370     $ 174,887     $ 185,799  

 

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

 

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

 

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

 

# # #

 

About RE/MAX Holdings, Inc.

 

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

 

RE/MAX Holdings, Inc. – Third Quarter 2024 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 and cost management; the Company’s outlook for the fourth quarter and full year 2024; non-GAAP financial measures; housing and mortgage market conditions; interest rates; the amount of fee waivers to affiliates affected by recent hurricanes and the impact of such fee waivers on our fourth quarter and full year 2024 outlook; operational efficiencies; business optimization and delivering the absolute best customer experience; development of new revenue opportunities; our strong margin performance being an encouraging trend; increasing optimism about future interest rates; our growing global agent count and our bold new initiatives, including enhanced technology, improved customer experience with leads, and monetizing our digital assets; and being well positioned to finish the year with positive momentum. 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. – Third Quarter 2024 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     Nine Months Ended  
    September 30,     September 30,  
    2024     2023     2024     2023  
Revenue:                                
Continuing franchise fees   $ 30,798     $ 31,834     $ 92,223     $ 96,011  
Annual dues     7,969       8,456       24,345       25,661  
Broker fees     14,915       14,255       40,159       39,468  
Marketing Funds fees     20,098       20,853       60,331       63,272  
Franchise sales and other revenue     4,698       5,825       18,160       24,659  
Total revenue     78,478       81,223       235,218       249,071  
Operating expenses:                                
Selling, operating and administrative expenses     35,932       43,090       116,488       132,417  
Marketing Funds expenses     20,098       20,853       60,331       63,272  
Depreciation and amortization     7,237       8,195       22,489       24,236  
Settlement and impairment charges           55,000             55,000  
Gain on reduction in tax receivable agreement liability           (24,917 )           (24,917 )
Total operating expenses     63,267       102,221       199,308       250,008  
Operating income (loss)     15,211       (20,998 )     35,910       (937 )
Other expenses, net:                                
Interest expense     (9,249 )     (9,292 )     (27,696 )     (26,377 )
Interest income     885       1,173       2,835       3,318  
Foreign currency transaction gains (losses)     74       125       (568 )     383  
Total other expenses, net     (8,290 )     (7,994 )     (25,429 )     (22,676 )
Income (loss) before provision for income taxes     6,921       (28,992 )     10,481       (23,613 )
Provision for income taxes     (3,507 )     (53,680 )     (6,484 )     (56,494 )
Net income (loss)   $ 3,414     $ (82,672 )   $ 3,997     $ (80,107 )
Less: net income (loss) attributable to non-controlling interest     2,448       (23,218 )     2,679       (21,992 )
Net income (loss) attributable to RE/MAX Holdings, Inc.   $ 966     $ (59,454 )   $ 1,318     $ (58,115 )
                                 
Net income (loss) attributable to RE/MAX Holdings, Inc. per share
of Class A common stock
                               
Basic   $ 0.05     $ (3.28 )   $ 0.07     $ (3.22 )
Diluted   $ 0.05     $ (3.28 )   $ 0.07     $ (3.22 )
Weighted average shares of Class A common stock outstanding                                
Basic     18,863,793       18,150,557       18,733,190       18,064,009  
Diluted     19,483,798       18,150,557       19,063,279       18,064,009  
Cash dividends declared per share of Class A common stock   $     $ 0.23     $     $ 0.69  

 

RE/MAX Holdings, Inc. – Third Quarter 2024 Page 6 of 16

 


 

TABLE 2

RE/MAX Holdings, Inc.

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

 

    As of  
    September 30,     December 31,  
    2024     2023  
Assets                
Current assets:                
Cash and cash equivalents   $ 83,779     $ 82,623  
Restricted cash     72,599       43,140  
Accounts and notes receivable, current portion, net of allowances     30,598       33,427  
Income taxes receivable     1,693       1,706  
Other current assets     13,224       15,669  
Total current assets     201,893       176,565  
Property and equipment, net of accumulated depreciation     8,295       8,633  
Operating lease right of use assets     19,209       23,013  
Franchise agreements, net     87,346       101,516  
Other intangible assets, net     15,297       19,176  
Goodwill     240,102       241,164  
Other assets, net of current portion     6,507       7,083  
Total assets   $ 578,649     $ 577,150  
Liabilities and stockholders' equity (deficit)                
Current liabilities:                
Accounts payable   $ 5,347     $ 4,700  
Accrued liabilities     105,132       107,434  
Income taxes payable     1,274       766  
Deferred revenue     22,625       23,077  
Current portion of debt     4,600       4,600  
Current portion of payable pursuant to tax receivable agreements     285       822  
Operating lease liabilities     8,437       7,920  
Total current liabilities     147,700       149,319  
Debt, net of current portion     437,176       439,980  
Deferred tax liabilities     11,281       10,797  
Deferred revenue, net of current portion     15,482       17,607  
Operating lease liabilities, net of current portion     25,044       31,479  
Other liabilities, net of current portion     3,729       4,029  
Total liabilities     640,412       653,211  
Commitments and contingencies                
Stockholders' equity (deficit):                
Class A common stock, par value $.0001 per share, 180,000,000 shares authorized; 18,872,052 and 18,269,284 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively     2       2  
Class B common stock, par value $.0001 per share, 1,000 shares authorized; 1 share issued and outstanding as of September 30, 2024 and December 31, 2023, respectively            
Additional paid-in capital     562,594       550,637  
Accumulated deficit     (139,524 )     (140,217 )
Accumulated other comprehensive income (deficit), net of tax     35       638  
Total stockholders' equity attributable to RE/MAX Holdings, Inc.     423,107       411,060  
Non-controlling interest     (484,870 )     (487,121 )
Total stockholders' equity (deficit)     (61,763 )     (76,061 )
Total liabilities and stockholders' equity (deficit)   $ 578,649     $ 577,150  

 

RE/MAX Holdings, Inc. – Third Quarter 2024 Page 7 of 16

 


 

TABLE 3

 

RE/MAX Holdings, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

    Nine Months Ended  
    September 30,  
    2024     2023  
Cash flows from operating activities:                
Net income (loss)   $ 3,997     $ (80,107 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:                
Depreciation and amortization     22,489       24,236  
Equity-based compensation expense     14,443       14,050  
Bad debt expense     1,039       4,903  
Deferred income tax expense (benefit)     434       51,799  
Fair value adjustments to contingent consideration     (300 )     (379 )
Settlement payment, net           55,000  
Loss (gain) on sale or disposition of assets, net     160       386  
Non-cash lease benefit     (2,110 )     (2,242 )
Non-cash debt charges     646       644  
Payment of contingent consideration in excess of acquisition date fair value     (360 )      
Gain on reduction in tax receivable agreement liability           (24,917 )
Other, net     53       (73 )
Changes in operating assets and liabilities     2,376       (23,675 )
Net cash provided by operating activities     42,867       19,625  
Cash flows from investing activities:                
Purchases of property, equipment and capitalization of software     (5,821 )     (4,249 )
Other     698       679  
Net cash used in investing activities     (5,123 )     (3,570 )
Cash flows from financing activities:                
Payments on debt     (3,450 )     (3,450 )
Distributions paid to non-controlling unitholders           (8,667 )
Dividends and dividend equivalents paid to Class A common stockholders     (591 )     (13,492 )
Payments related to tax withholding for share-based compensation     (2,548 )     (4,014 )
Common shares repurchased           (3,408 )
Payment of contingent consideration           (360 )
Other financing     (21 )      
Net cash used in financing activities     (6,610 )     (33,391 )
Effect of exchange rate changes on cash     (519 )     21  
Net increase (decrease) in cash, cash equivalents and restricted cash     30,615       (17,315 )
Cash, cash equivalents and restricted cash, beginning of period     125,763       138,128  
Cash, cash equivalents and restricted cash, end of period   $ 156,378     $ 120,813  

 

RE/MAX Holdings, Inc. – Third Quarter 2024 Page 8 of 16

 


 

TABLE 4

 

RE/MAX Holdings, Inc.

Agent Count

(Unaudited)

 

    As of  
    September 30,   June 30,   March 31,   December 31,   September 30,   June 30,   March 31,   December 31,   September 30,  
    2024   2024   2024   2023   2023   2023   2023   2022   2022  
Agent Count:                                      
U.S.                                      
Company-Owned Regions   46,283   46,780   47,302   48,401   49,576   50,011   50,340   51,491   52,804  
Independent Regions   6,525   6,626   6,617   6,730   6,918   6,976   7,110   7,228   7,311  
U.S. Total   52,808   53,406   53,919   55,131   56,494   56,987   57,450   58,719   60,115  
Canada                                      
Company-Owned Regions   20,515   20,347   20,151   20,270   20,389   20,354   20,172   20,228   20,174  
Independent Regions   4,878   4,846   4,885   4,898   4,899   4,864   4,899   4,892   4,844  
Canada Total   25,393   25,193   25,036   25,168   25,288   25,218   25,071   25,120   25,018  
U.S. and Canada Total   78,201   78,599   78,955   80,299   81,782   82,205   82,521   83,839   85,133  
Outside U.S. and Canada                                      
Independent Regions   67,282   64,943   64,332   64,536   63,527   62,305   61,002   60,175   59,167  
Outside U.S. and Canada Total   67,282   64,943   64,332   64,536   63,527   62,305   61,002   60,175   59,167  
Total   145,483   143,542   143,287   144,835   145,309   144,510   143,523   144,014   144,300  

 

RE/MAX Holdings, Inc. – Third Quarter 2024 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     Nine Months Ended  
    September 30,     September 30,  
    2024     2023     2024     2023  
Net income (loss)   $ 3,414     $ (82,672 )   $ 3,997     $ (80,107 )
Depreciation and amortization     7,237       8,195       22,489       24,236  
Interest expense     9,249       9,292       27,696       26,377  
Interest income     (885 )     (1,173 )     (2,835 )     (3,318 )
Provision for income taxes     3,507       53,680       6,484       56,494  
EBITDA     22,522       (12,678 )     57,831       23,682  
Settlement charge (1)           55,000             55,000  
Equity-based compensation expense     4,618       4,891       14,443       14,050  
Acquisition-related expense (2)           59             160  
Fair value adjustments to contingent consideration (3)     (437 )     (280 )     (300 )     (379 )
Restructuring charges (4)     (18 )     4,278       (59 )     4,245  
Gain on reduction in tax receivable agreement liability (5)           (24,917 )           (24,917 )
Other (6)     605       395       2,444       1,471  
Adjusted EBITDA (7)   $ 27,290     $ 26,748     $ 74,359     $ 73,312  
Adjusted EBITDA Margin (7)     34.8 %     32.9 %     31.6 %     29.4 %

 

(1) Represents the settlement of industry class-action lawsuits.
(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) 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.
(5) Gain on reduction in tax receivable agreement liability is a result of a valuation allowance on deferred tax assets recorded during the third quarter of 2023.
(6) Other is primarily made up of employee retention related expenses from the Company’s CEO transition.
(7) Non-GAAP measure. See the end of this press release for definitions of non-GAAP measures.

 

RE/MAX Holdings, Inc. – Third Quarter 2024 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     Nine Months Ended  
    September 30,     September 30,  
    2024     2023     2024     2023  
Net income (loss)   $ 3,414     $ (82,672 )   $ 3,997     $ (80,107 )
Amortization of acquired intangible assets     4,672       5,768       15,085       17,299  
Provision for income taxes     3,507       53,680       6,484       56,494  
Add-backs:                                
Settlement charge (1)           55,000             55,000  
Equity-based compensation expense     4,618       4,891       14,443       14,050  
Acquisition-related expense (2)           59             160  
Fair value adjustments to contingent consideration (3)     (437 )     (280 )     (300 )     (379 )
Restructuring charges (4)     (18 )     4,278       (59 )     4,245  
Gain on reduction in tax receivable agreement liability (5)           (24,917 )           (24,917 )
Other (6)     605       395       2,444       1,471  
Adjusted pre-tax net income     16,361       16,202       42,094       43,316  
Less: Provision for income taxes at 25% (7)     (4,091 )     (4,051 )     (10,524 )     (10,829 )
Adjusted net income (8)   $ 12,270     $ 12,151     $ 31,570     $ 32,487  
                                 
Total basic pro forma shares outstanding     31,423,393       30,710,157       31,292,790       30,623,609  
Total diluted pro forma shares outstanding     32,043,398       30,710,157       31,622,879       30,623,609  
                                 
Adjusted net income basic earnings per share (8)   $ 0.39     $ 0.40     $ 1.01     $ 1.06  
Adjusted net income diluted earnings per share (8)   $ 0.38     $ 0.40     $ 1.00     $ 1.06  

 

(1) Represents the settlement of industry class-action lawsuits.
(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) 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.
(5) Gain on reduction in tax receivable agreement liability is a result of a valuation allowance on deferred tax assets recorded during the third quarter of 2023.
(6) Other is primarily made up of employee retention related expenses from the Company’s CEO transition.
(7) 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.
(8) Non-GAAP measure. See the end of this press release for definitions of non-GAAP measures.

 

RE/MAX Holdings, Inc. – Third Quarter 2024 Page 11 of 16

 


 

TABLE 7

 

RE/MAX Holdings, Inc.

Pro Forma Shares Outstanding

(Unaudited)

 

    Three Months Ended     Nine Months Ended  
    September 30,     September 30,  
    2024     2023     2024     2023  
Total basic weighted average shares outstanding:                                
Weighted average shares of Class A common stock outstanding     18,863,793       18,150,557       18,733,190       18,064,009  
Remaining equivalent weighted average shares of stock outstanding on a pro forma basis assuming RE/MAX Holdings owned 100% of RMCO     12,559,600       12,559,600       12,559,600       12,559,600  
Total basic pro forma weighted average shares outstanding     31,423,393       30,710,157       31,292,790       30,623,609  
                                 
Total diluted weighted average shares outstanding:                                
Weighted average shares of Class A common stock outstanding     18,863,793       18,150,557       18,733,190       18,064,009  
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)     620,005             330,089        
Total diluted pro forma weighted average shares outstanding     32,043,398       30,710,157       31,622,879       30,623,609  

 

(1) In accordance with the treasury stock method.

 

RE/MAX Holdings, Inc. – Third Quarter 2024 Page 12 of 16

 


 

TABLE 8

 

RE/MAX Holdings, Inc.

Adjusted Free Cash Flow & Unencumbered Cash

(Unaudited)

 

    Nine Months Ended  
    September 30,  
    2024     2023  
Cash flow from operations   $ 42,867     $ 19,625  
Less: Purchases of property, equipment and capitalization of software     (5,821 )     (4,249 )
(Increases) decreases in restricted cash of the Marketing Funds (1)     (1,959 )     12,222  
Adjusted free cash flow (2)     35,087       27,598  
                 
Adjusted free cash flow (2)     35,087       27,598  
Less: Tax/Other non-dividend distributions to RIHI            
Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)     35,087       27,598  
                 
Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)     35,087       27,598  
Less: Debt principal payments     (3,450 )     (3,450 )
Unencumbered cash generated (2)   $ 31,637     $ 24,148  
                 
Summary                
Cash flow from operations   $ 42,867     $ 19,625  
Adjusted free cash flow (2)   $ 35,087     $ 27,598  
Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)   $ 35,087     $ 27,598  
Unencumbered cash generated (2)   $ 31,637     $ 24,148  
                 
Adjusted EBITDA (2)   $ 74,359     $ 73,312  
Adjusted free cash flow as % of Adjusted EBITDA (2)     47.2 %     37.6 %
Adjusted free cash flow less distributions to RIHI as % of Adjusted EBITDA (2)     47.2 %     37.6 %
Unencumbered cash generated as % of Adjusted EBITDA (2)     42.5 %     32.9 %

 

(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) 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. – Third Quarter 2024 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 based on methodologies other than in accordance with U.S. GAAP.

 

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

 

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

 

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

 

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

 

· these measures do not reflect changes in, or cash requirements for, the Company’s working capital needs;

 

· these measures do not reflect the Company’s interest expense, or the cash requirements necessary to service interest or principal payments on its debt;

 

· these measures do not reflect the Company’s income tax expense or the cash requirements to pay its taxes;

 

RE/MAX Holdings, Inc. – Third Quarter 2024 Page 14 of 16

 


 

· these measures do not reflect the cash requirements to pay dividends to stockholders of the Company’s Class A common stock and tax and other cash distributions to its non-controlling unitholders;

 

· these measures do not reflect the cash requirements pursuant to the tax receivable agreements;

 

· these measures do not reflect the cash requirements for share repurchases;

 

· these measures do not reflect the cash requirements for the settlement of industry class-action lawsuits and other legal settlements;

 

· although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often require replacement in the future, and these measures do not reflect any cash requirements for such replacements;

 

· although equity-based compensation is a non-cash charge, the issuance of equity-based awards may have a dilutive impact on earnings per share; and

 

· other companies may calculate these measures differently so similarly named measures may not be comparable.

 

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

 

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

 

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

 

RE/MAX Holdings, Inc. – Third Quarter 2024 Page 15 of 16

 


 

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

 

· facilitate comparisons with other companies that do not have a low effective tax rate driven by a non-controlling interest on a pass-through entity;

 

· facilitate period over period comparisons because they eliminate the effect of changes in Net income attributable to RE/MAX Holdings, Inc. driven by increases in its ownership of RMCO, LLC, which are unrelated to the Company’s operating performance; and

 

· eliminate primarily non-cash and other items that management does not consider to be useful in assessing the Company’s operating performance.

 

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

 

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

 

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

 

RE/MAX Holdings, Inc. – Third Quarter 2024 Page 16 of 16