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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. *
* 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 |
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 |
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.
# # #
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 |
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