EX-99.1 2 tm2513784d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

RE/MAX HOLDINGS, INC. REPORTS FIRST QUARTER 2025 RESULTS

Total Revenue of $74.5 Million, Adjusted EBITDA of $19.3 Million

 

DENVER, May 1, 2025

 

First Quarter 2025 Highlights

(Compared to first quarter 2024 unless otherwise noted)

 

§Total Revenue decreased 4.9% to $74.5 million
§Revenue excluding the Marketing Funds1 decreased 4.3% to $55.6 million, driven by negative 3.2% organic growth2 and 1.1% adverse foreign currency movements
§Net loss attributable to RE/MAX Holdings, Inc. of $(2.0) million and loss per diluted share (GAAP EPS) of $(0.10)
§Adjusted EBITDA3 increased 1.5% to $19.3 million, Adjusted EBITDA margin3 of 25.9% and Adjusted earnings per diluted share (Adjusted EPS3) of $0.24
§Total agent count increased 2.0% to 146,126 agents
§U.S. and Canada combined agent count decreased 5.0% to 75,010 agents
§Total open Motto Mortgage franchises decreased 7.8% to 224 offices4

 

RE/MAX Holdings, Inc. (the “Company” or “RE/MAX Holdings”) (NYSE: RMAX), parent company of REMAX, one of the world’s leading franchisors of real estate brokerage services, and Motto Mortgage (“Motto”), the first and only national mortgage brokerage franchise brand in the U.S., today announced operating results for the quarter ended March 31, 2025.

 

“For the fourth consecutive quarter, our company delivered solid profit and margin performance,” said Erik Carlson, RE/MAX Holdings Chief Executive Officer. “We are continually elevating our value proposition, and this quarter we also introduced several new initiatives to help our affiliates win more listings, do so more efficiently, and profitably grow their businesses.”

 

Continued Carlson: “Some of our recently announced strategic programs include refreshed dynamic branding, expanded access to productivity-boosting agent education, a user-friendly social influencer platform, new marketing resources, a comprehensive global referral system, and an innovative onboarding program to attract and develop the next generation of top-producing REMAX agents called AspireSM. REMAX has trusted, productive professionals, and we continue to deliver modern, competitive advantages to set our network up to succeed.”

 

RE/MAX Holdings, Inc. – First Quarter 2025Page 1 of 16

 

 

First Quarter 2025 Operating Results

 

Agent Count

 

The following table compares agent count as of March 31, 2025 and 2024:

 

   As of March 31,   Change 
   2025   2024   #   % 
U.S.   49,854    53,919    (4,065)   (7.5)
Canada   25,156    25,036    120    0.5 
Subtotal   75,010    78,955    (3,945)   (5.0)
Outside the U.S. & Canada   71,116    64,332    6,784    10.5 
Total   146,126    143,287    2,839    2.0 

 

Revenue

 

RE/MAX Holdings generated revenue of $74.5 million in the first quarter of 2025, a decrease of $3.8 million, or 4.9%, compared to $78.3 million in the first quarter of 2024. Revenue excluding the Marketing Funds was $55.6 million in the first quarter of 2025, a decrease of $2.5 million, or 4.3%, versus the same period in 2024. The decrease in Revenue excluding the Marketing Funds was attributable to a decline in organic revenue of 3.2% and adverse foreign currency movements of 1.1%. The reduction in organic revenue was principally driven by a decrease in U.S. agent count, lower mortgage segment revenue, and a decline in revenue from previous acquisitions (excluding Independent Region acquisitions), partially offset by increased Broker Fees revenue.

 

Recurring revenue streams, which consist of continuing franchise fees and annual dues, decreased $2.2 million, or 5.5%, compared to the first quarter of 2024 and accounted for 66.8% of Revenue excluding the Marketing Funds in the first quarter of 2025 compared to 67.7% of Revenue excluding the Marketing Funds in the prior-year period.

 

Operating Expenses

 

Total operating expenses were $69.1 million for the first quarter of 2025, a decrease of $4.7 million, or 6.3%, compared to $73.8 million in the first quarter of 2024. First quarter 2025 total operating expenses decreased primarily due to lower selling, operating and administrative and depreciation and amortization expenses, partially offset by higher settlement and impairment charges.

 

Selling, operating and administrative expenses were $43.0 million in the first quarter of 2025, a decrease of $2.7 million, or 5.9%, compared to the first quarter of 2024 and represented 77.4% of Revenue excluding the Marketing Funds, compared to 78.7% in the prior-year period. First quarter 2025 selling, operating and administrative expenses decreased primarily due to a decrease in professional fees and certain personnel and events-related expenses, partially offset by higher equity-based compensation expenses and an increase in other technology expenses.

 

Net Loss and GAAP EPS

 

Net loss attributable to RE/MAX Holdings was $(2.0) million for the first quarter of 2025 compared to net loss of ($3.4) million for the first quarter of 2024. Reported basic and diluted GAAP loss per share were $(0.10) each for the first quarter of 2025 compared to basic and diluted GAAP loss per share of ($0.18) each in the first quarter of 2024.

 

Adjusted EBITDA and Adjusted EPS

 

Adjusted EBITDA was $19.3 million for the first quarter of 2025, an increase of $0.3 million, or 1.5%, compared to the first quarter of 2024. First quarter 2025 Adjusted EBITDA increased primarily due to an increase in revenue from Broker Fees and a decrease in professional fees and certain personnel and events-related expenses, partially offset by decreases in U.S. agent count and revenue from previous acquisitions (excluding Independent Region acquisitions), and an increase in other technology expenses. Adjusted EBITDA margin was 25.9% in the first quarter of 2025, compared to 24.3% in the first quarter of 2024.

 

RE/MAX Holdings, Inc. – First Quarter 2025Page 2 of 16

 

 

Adjusted basic and diluted EPS were $0.24 each for the first quarter of 2025 compared to Adjusted basic and diluted EPS of $0.20 each for the first quarter of 2024. The ownership structure used to calculate Adjusted basic and diluted EPS for the quarter ended March 31, 2025, assumes RE/MAX Holdings owned 100% of RMCO, LLC (“RMCO”). The weighted average ownership RE/MAX Holdings had in RMCO was 60.6% for the quarter ended March 31, 2025.

 

Balance Sheet

 

As of March 31, 2025, the Company had cash and cash equivalents of $89.1 million, a decrease of $7.5 million from December 31, 2024. As of March 31, 2025, the Company had $439.9 million of outstanding debt, net of an unamortized debt discount and issuance costs, compared to $440.8 million as of December 31, 2024.

 

Share Repurchases and Retirement

 

As previously disclosed, in January 2022 the Company’s Board of Directors authorized a common stock repurchase program of up to $100 million. During the three months ended March 31, 2025, the Company did not repurchase any shares. As of March 31, 2025, $62.5 million remained available under the share repurchase program.

 

Outlook

 

The Company’s second quarter and full year 2025 Outlook assumes no further currency movements, acquisitions, or divestitures.

 

For the second quarter of 2025, RE/MAX Holdings expects:

§Agent count to increase 1.5% to 2.5% over second quarter 2024;
§Revenue in a range of $70.0 million to $75.0 million (including revenue from the Marketing Funds in a range of $17.0 million to $19.0 million); and
§Adjusted EBITDA in a range of $22.5 million to $25.5 million.

 

For the full year 2025, the Company expects:

§Agent count to change negative 1.0% to positive 1.0% over full year 2024;
§Revenue in a range of $290.0 million to $310.0 million (including revenue from the Marketing Funds in a range of $71.0 million to $75.0 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, May 2, 2025, 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/Q4I941158632

 

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.

 

RE/MAX Holdings, Inc. – First Quarter 2025Page 3 of 16

 

 

Basis of Presentation

 

Unless otherwise noted, the results presented in this press release are consolidated and exclude adjustments attributable to the non-controlling interest.

 

Footnotes:

 

1Revenue excluding the Marketing Funds is a non-GAAP measure of financial performance that differs from U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and a reconciliation to the most directly comparable U.S. GAAP measure is as follows (in thousands):

 

   Three Months Ended 
   March 31, 
   2025   2024 
Revenue excluding the Marketing Funds:          
Total revenue  $74,467   $78,287 
Less: Marketing Funds fees   18,864    20,206 
Revenue excluding the Marketing Funds  $55,603   $58,081 

 

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 REMAX® brand, and mortgage brokerages within the U.S. under the Motto® Mortgage brand. REMAX 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 145,000 agents in nearly 9,000 offices and a presence in more than 110 countries and territories, nobody in the world sells more real estate than REMAX, as measured by total residential transaction sides. Dedicated to innovation and change in the real estate industry, RE/MAX Holdings 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 over 220 offices across more than 40 states.

 

RE/MAX Holdings, Inc. – First Quarter 2025Page 4 of 16

 

 

Forward-Looking Statements

 

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are often identified by the use of words such as “believe,” “intend,” “expect,” “estimate,” “plan,” “outlook,” “project,” “anticipate,” “may,” “will,” “would” and other similar words and expressions that predict or indicate future events or trends that are not statements of historical matters. Forward-looking statements include statements related to agent count; Motto open offices; franchise sales; revenue; the Company’s outlook for the second quarter and full year 2025; non-GAAP financial measures; housing and mortgage market conditions; operational efficiencies; new initiatives and strategic programs and the expected results thereof; and the Company’s value proposition and competitive advantages. 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, including enacted and proposed tariffs and other trade policies which could impact the global economy, (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
[email protected] [email protected]

 

RE/MAX Holdings, Inc. – First Quarter 2025Page 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 
   March 31, 
   2025   2024 
Revenue:          
Continuing franchise fees  $29,351   $31,085 
Annual dues   7,789    8,225 
Broker fees   11,431    10,716 
Marketing Funds fees   18,864    20,206 
Franchise sales and other revenue   7,032    8,055 
Total revenue   74,467    78,287 
Operating expenses:          
Selling, operating and administrative expenses   43,028    45,705 
Marketing Funds expenses   18,864    20,206 
Depreciation and amortization   6,589    7,852 
Settlement and impairment charges   619     
Total operating expenses   69,100    73,763 
Operating income (loss)   5,367    4,524 
Other expenses, net:          
Interest expense   (7,924)   (9,256)
Interest income   908    1,001 
Foreign currency transaction gains (losses)   283    (372)
Total other expenses, net   (6,733)   (8,627)
Income (loss) before provision for income taxes   (1,366)   (4,103)
Provision for income taxes   (1,870)   (1,504)
Net income (loss)  $(3,236)  $(5,607)
Less: net income (loss) attributable to non-controlling interest   (1,278)   (2,254)
Net income (loss) attributable to RE/MAX Holdings, Inc.  $(1,958)  $(3,353)
           
Net income (loss) attributable to RE/MAX Holdings, Inc. per share
of Class A common stock
          
Basic  $(0.10)  $(0.18)
Diluted  $(0.10)  $(0.18)
Weighted average shares of Class A common stock outstanding          
Basic   19,292,210    18,481,848 
Diluted   19,292,210    18,481,848 

 

RE/MAX Holdings, Inc. – First Quarter 2025Page 6 of 16

 

 

TABLE 2

 

RE/MAX Holdings, Inc.

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

 

   As of 
   March 31,   December 31, 
   2025   2024 
Assets          
Current assets:          
Cash and cash equivalents  $89,107   $96,619 
Restricted cash   77,799    72,668 
Accounts and notes receivable, net of allowances   28,748    27,807 
Income taxes receivable   7,207    7,592 
Other current assets   11,759    13,825 
Total current assets   214,620    218,511 
Property and equipment, net of accumulated depreciation   7,085    7,578 
Operating lease right of use assets   16,371    17,778 
Franchise agreements, net   77,452    81,186 
Other intangible assets, net   12,587    13,382 
Goodwill   237,548    237,239 
Income taxes receivable, net of current portion   355    355 
Other assets, net of current portion   5,373    5,565 
Total assets  $571,391   $581,594 
Liabilities and stockholders' equity (deficit)          
Current liabilities:          
Accounts payable  $3,376   $5,761 
Accrued liabilities   106,388    110,859 
Income taxes payable   190    541 
Deferred revenue   21,022    22,848 
Debt   4,600    4,600 
Payable pursuant to tax receivable agreements   779    1,537 
Operating lease liabilities   8,747    8,556 
Total current liabilities   145,102    154,702 
Debt, net of current portion   435,305    436,243 
Deferred tax liabilities   8,713    8,448 
Deferred revenue, net of current portion   14,175    14,778 
Operating lease liabilities, net of current portion   20,446    22,669 
Other liabilities, net of current portion   3,173    3,148 
Total liabilities   626,914    639,988 
Commitments and contingencies          
Stockholders' equity (deficit):          
Class A common stock, par value $.0001 per share, 180,000,000 shares authorized; 19,906,921 and 18,971,435 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively   2    2 
Class B common stock, par value $.0001 per share, 1,000 shares authorized; 1 share issued and outstanding as of March 31, 2025 and December 31, 2024, respectively        
Additional paid-in capital   571,141    565,072 
Accumulated deficit   (136,008)   (133,727)
Accumulated other comprehensive income (deficit), net of tax   (1,627)   (1,864)
Total stockholders' equity attributable to RE/MAX Holdings, Inc.   433,508    429,483 
Non-controlling interest   (489,031)   (487,877)
Total stockholders' equity (deficit)   (55,523)   (58,394)
Total liabilities and stockholders' equity (deficit)  $571,391   $581,594 

 

RE/MAX Holdings, Inc. – First Quarter 2025Page 7 of 16

 

 

TABLE 3

 

RE/MAX Holdings, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

   Three Months Ended 
   March 31, 
   2025   2024 
Cash flows from operating activities:          
Net income (loss)  $(3,236)  $(5,607)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:          
Depreciation and amortization   6,589    7,852 
Equity-based compensation expense   6,346    5,923 
Bad debt expense   1,592    1,314 
Deferred income tax expense (benefit)   223    (202)
Fair value adjustments to contingent consideration   116    34 
Settlement and impairment charges   619     
Non-cash lease benefit   (768)   (705)
Non-cash debt charges   212    215 
Other, net   243    (5)
Changes in operating assets and liabilities   (6,275)   562 
Net cash provided by operating activities   5,661    9,381 
Cash flows from investing activities:          
Purchases of property, equipment, and capitalization of software   (1,691)   (2,619)
Other       189 
Net cash used in investing activities   (1,691)   (2,430)
Cash flows from financing activities:          
Payments on debt   (1,150)   (1,150)
Dividends and dividend equivalents paid to Class A common stockholders   (324)   (585)
Payments related to tax withholding for share-based compensation   (4,237)   (2,498)
Payment of contingent consideration   (791)   (120)
Other financing   (29)    
Net cash used in financing activities   (6,531)   (4,353)
Effect of exchange rate changes on cash   180    (925)
Net (decrease) increase in cash, cash equivalents and restricted cash   (2,381)   1,673 
Cash, cash equivalents and restricted cash, beginning of period   169,287    125,763 
Cash, cash equivalents and restricted cash, end of period  $166,906   $127,436 

 

RE/MAX Holdings, Inc. – First Quarter 2025Page 8 of 16

 

 

TABLE 4

 

RE/MAX Holdings, Inc.

Agent Count

(Unaudited)

 

   As of 
   March 31,   December 31,   September 30,   June 30,   March 31,   December 31,   September 30,   June 30,   March 31, 
   2025   2024   2024   2024   2024   2023   2023   2023   2023 
Agent Count:                                             
U.S.                                             
Company-Owned Regions   43,543    44,911    46,283    46,780    47,302    48,401    49,576    50,011    50,340 
Independent Regions   6,311    6,375    6,525    6,626    6,617    6,730    6,918    6,976    7,110 
U.S. Total   49,854    51,286    52,808    53,406    53,919    55,131    56,494    56,987    57,450 
Canada                                             
Company-Owned Regions   20,227    20,311    20,515    20,347    20,151    20,270    20,389    20,354    20,172 
Independent Regions   4,929    4,860    4,878    4,846    4,885    4,898    4,899    4,864    4,899 
Canada Total   25,156    25,171    25,393    25,193    25,036    25,168    25,288    25,218    25,071 
U.S. and Canada Total   75,010    76,457    78,201    78,599    78,955    80,299    81,782    82,205    82,521 
Outside U.S. and Canada                                             
Independent Regions   71,116    70,170    67,282    64,943    64,332    64,536    63,527    62,305    61,002 
Outside U.S. and Canada Total   71,116    70,170    67,282    64,943    64,332    64,536    63,527    62,305    61,002 
Total   146,126    146,627    145,483    143,542    143,287    144,835    145,309    144,510    143,523 

 

RE/MAX Holdings, Inc. – First Quarter 2025Page 9 of 16

 

 

TABLE 5

 

RE/MAX Holdings, Inc.

Adjusted EBITDA Reconciliation to Net Income (Loss)

(In thousands, except percentages)

(Unaudited)

 

   Three Months Ended 
   March 31, 
   2025   2024 
Net income (loss)  $(3,236)  $(5,607)
Depreciation and amortization   6,589    7,852 
Interest expense   7,924    9,256 
Interest income   (908)   (1,001)
Provision for income taxes   1,870    1,504 
EBITDA   12,239    12,004 
Settlement and impairment charges (1)   619     
Equity-based compensation expense   6,346    5,923 
Fair value adjustments to contingent consideration (2)   116    34 
Other adjustments (3)   (33)   1,032 
Adjusted EBITDA (4)  $19,287   $18,993 
Adjusted EBITDA Margin (4)   25.9%   24.3%

 

(1)Represents the settlement of an immaterial legal matter and an impairment recognized on an office lease in Canada in the first quarter of 2025.
(2)Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities.
(3)Other adjustments are primarily made up of employee retention-related expenses from the Company’s CEO transition in the prior year and expenses related to prior period organizational restructuring.
(4)Non-GAAP measure. See the end of this press release for definitions of non-GAAP measures.

 

RE/MAX Holdings, Inc. – First Quarter 2025Page 10 of 16

 

 

TABLE 6

 

RE/MAX Holdings, Inc.

Adjusted Net Income (Loss) and Adjusted Earnings per Share

(In thousands, except share and per share amounts)

(Unaudited)

 

   Three Months Ended 
   March 31, 
   2025   2024 
Net income (loss)  $(3,236)  $(5,607)
Amortization of acquired intangible assets   4,384    5,470 
Provision for income taxes   1,870    1,504 
Add-backs:          
Settlement and impairment charges (1)   619     
Equity-based compensation expense   6,346    5,923 
Fair value adjustments to contingent consideration (2)   116    34 
Other adjustments (3)   (33)   1,032 
Adjusted pre-tax net income   10,066    8,356 
Less: Provision for income taxes at 25% (4)   (2,517)   (2,089)
Adjusted net income (5)  $7,549   $6,267 
           
Total basic pro forma shares outstanding   31,851,810    31,041,448 
Total diluted pro forma shares outstanding   31,851,810    31,041,448 
           
Adjusted net income basic earnings per share (5)  $0.24   $0.20 
Adjusted net income diluted earnings per share (5)  $0.24   $0.20 

 

(1)Represents the settlement of an immaterial legal matter and an impairment recognized on an office lease in Canada in the first quarter of 2025.
(2)Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities.
(3)Other adjustments are primarily made up of employee retention-related expenses from the Company’s CEO transition in the prior year and expenses related to prior period organizational restructuring.
(4)The long-term tax rate assumes the exchange of all outstanding non-controlling interest partnership units for Class A Common Stock that (a) removes the impact of unusual, non-recurring tax matters and (b) does not estimate the residual impacts to foreign taxes of additional step-ups in tax basis from an exchange because that is dependent on stock prices at the time of such exchange and the calculation is impracticable.
(5)Non-GAAP measure. See the end of this press release for definitions of non-GAAP measures.

 

RE/MAX Holdings, Inc. – First Quarter 2025Page 11 of 16

 

 

TABLE 7

 

RE/MAX Holdings, Inc.

Pro Forma Shares Outstanding

(Unaudited)

 

   Three Months Ended 
   March 31, 
   2025   2024 
Total basic weighted average shares outstanding:        
Weighted average shares of Class A common stock outstanding   19,292,210    18,481,848 
Remaining equivalent weighted average shares of stock outstanding on a pro forma basis assuming RE/MAX Holdings owned 100% of RMCO   12,559,600    12,559,600 
Total basic pro forma weighted average shares outstanding   31,851,810    31,041,448 
           
Total diluted weighted average shares outstanding:          
Weighted average shares of Class A common stock outstanding   19,292,210    18,481,848 
Remaining equivalent weighted average shares of stock outstanding on a pro forma basis assuming RE/MAX Holdings owned 100% of RMCO   12,559,600    12,559,600 
Dilutive effect of unvested restricted stock units (1)        
Total diluted pro forma weighted average shares outstanding   31,851,810    31,041,448 

 

(1)In accordance with the treasury stock method.

 

RE/MAX Holdings, Inc. – First Quarter 2025Page 12 of 16

 

 

TABLE 8

 

RE/MAX Holdings, Inc.

Adjusted Free Cash Flow & Unencumbered Cash

(Unaudited)

 

   Three Months Ended 
   March 31, 
   2025   2024 
Cash flow from operations  $5,661   $9,381 
Less: Purchases of property, equipment, and capitalization of software   (1,691)   (2,619)
(Increases) decreases in restricted cash of the Marketing Funds (1)   (5,131)   (2,219)
Adjusted free cash flow (2)   (1,161)   4,543 
           
Adjusted free cash flow (2)   (1,161)   4,543 
Less: Tax/Other non-dividend distributions to RIHI        
Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)   (1,161)   4,543 
           
Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)   (1,161)   4,543 
Less: Debt principal payments   (1,150)   (1,150)
Unencumbered cash generated (2)  $(2,311)  $3,393 
           
Summary          
Cash flow from operations  $5,661   $9,381 
Adjusted free cash flow (2)  $(1,161)  $4,543 
Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)  $(1,161)  $4,543 
Unencumbered cash generated (2)  $(2,311)  $3,393 
           
Adjusted EBITDA (2)  $19,287   $18,993 
Adjusted free cash flow as % of Adjusted EBITDA (2)   (6.0)%   23.9%
Adjusted free cash flow less distributions to RIHI as % of Adjusted EBITDA (2)   (6.0)%   23.9%
Unencumbered cash generated as % of Adjusted EBITDA (2)   (12.0)%   17.9%

 

(1)This line reflects any subsequent changes in the restricted cash balance (which under GAAP reflects as either (a) an increase or decrease in cash flow from operations or (b) an incremental amount of purchases of property and equipment and capitalization of developed software) to remove the impact of changes in restricted cash in determining adjusted free cash flow.
(2)Non-GAAP measure. See the end of this press release for definitions of non-GAAP measures.

 

RE/MAX Holdings, Inc. – First Quarter 2025Page 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 (loss), Adjusted basic and diluted earnings per share (Adjusted EPS) and adjusted free cash flow. These measures are derived based on methodologies other than in accordance with U.S. GAAP.

 

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

 

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

 

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

 

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

 

·these measures do not reflect changes in, or cash requirements for, the Company’s working capital needs;
·these measures do not reflect the Company’s interest expense, or the cash requirements necessary to service interest or principal payments on its debt;
·these measures do not reflect the Company’s income tax expense or the cash requirements to pay its taxes;

 

RE/MAX Holdings, Inc. – First Quarter 2025Page 14 of 16

 

 

·these measures do not reflect the cash requirements to pay dividends to stockholders of the Company’s Class A common stock and tax and other cash distributions to its non-controlling unitholders;
·these measures do not reflect the cash requirements pursuant to the tax receivable agreements;
·these measures do not reflect the cash requirements for share repurchases;
·these measures do not reflect the cash requirements for the settlements of certain 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 (loss) is calculated as Net income (loss) 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 (loss) (as defined above) divided by pro forma (assuming the full exchange of all outstanding non-controlling interests) basic and diluted weighted average shares, as applicable.

 

RE/MAX Holdings, Inc. – First Quarter 2025Page 15 of 16

 

 

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

 

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

 

RE/MAX Holdings, Inc. – First Quarter 2025Page 16 of 16