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HomeInvestmentsRE/MAX HOLDINGS, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS

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, Feb. 22, 2024 /PRNewswire/ —

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.

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.  

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.

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.

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.

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

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








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

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

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.

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.

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.

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. 

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;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SOURCE RE/MAX Holdings, Inc.

Originally published at https://www.prnewswire.com/news-releases/remax-holdings-inc-reports-fourth-quarter-and-full-year-2023-results-302069137.html
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