RE/MAX HOLDINGS, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS
- Total revenue decreased by 5.7% to $76.6 million in the fourth quarter of 2023 compared to the same period in 2022.
- Adjusted EBITDA decreased by 13.4% to $23.0 million in the fourth quarter of 2023.
- Net loss attributable to RE/MAX Holdings, Inc. was $10.9 million, with a loss per diluted share of $0.60 in the fourth quarter of 2023.
- Total agent count increased by 0.6% to 144,835 agents in the fourth quarter of 2023.
- Full-year 2023 total revenue decreased by 7.8% to $325.7 million compared to full year 2022.
- Adjusted EBITDA for full-year 2023 decreased by 20.8% to $96.3 million.
- The company had cash and cash equivalents of $82.6 million and outstanding debt of $444.6 million as of December 31, 2023.
- The company announced promotions of three senior leaders in January 2022.
- For the first quarter of 2024, the company expects agent count to change between negative 0.5% to positive 0.5% over the first quarter of 2023.
- For the full year 2024, the company expects agent count to change between negative 0.5% to positive 1.5% over full year 2023.
- Total revenue and adjusted EBITDA decreased in the fourth quarter of 2023.
- Net loss attributable to the company increased in the fourth quarter of 2023.
- Operating expenses increased by 18.5% in the fourth quarter of 2023.
- Selling, operating, and administrative expenses represented a higher percentage of revenue in the fourth quarter of 2023 compared to the prior year period.
- Adjusted EBITDA margin decreased to 30.0% in the fourth quarter of 2023.
- The company did not repurchase any shares during the three months ended December 31, 2023.
Insights
The reported decrease in Total Revenue and Adjusted EBITDA for RE/MAX Holdings indicates a contraction in the company's financial performance. The 5.7% decline in revenue and a more pronounced 13.4% drop in Adjusted EBITDA are significant, as they suggest not only a reduction in top-line sales but also a potential squeeze on profitability. It's important to analyze the drivers behind negative organic growth and the impact of foreign exchange rates, which have marginally affected revenue. Additionally, the increased operating expenses, particularly due to higher impairment charges and administrative costs, underscore potential inefficiencies or strategic shifts that may be impacting the bottom line.
Despite these challenges, the growth in agent count outside the U.S. and Canada and the increase in Motto Mortgage franchises could indicate an expanding market presence and diversification of income streams. However, the decline in agent count in the U.S. and Canada is worrisome, as it may reflect competitive pressures or market saturation. Investors should monitor the company's cost management strategies and how these will support profitability in a tough housing market. The unchanged debt level and the unused portion of the share repurchase program also merit attention for their implications on shareholder value and future capital allocation decisions.
The real estate sector is highly sensitive to macroeconomic factors such as interest rates and consumer sentiment, which appear to be influencing RE/MAX Holdings' performance. The CEO's optimistic outlook for 2024, citing 'encouraging interest rate trends' and 'improving customer sentiment', may reflect expectations for a recovery in the housing market. However, the optimism must be tempered with caution, given the actual decline in revenue and profitability in the past year.
Investors should consider the broader industry trends, such as the potential for increased housing demand due to pent-up requirements and weigh them against the company's specific circumstances, including its international expansion and franchise growth. The strategic growth initiatives mentioned by the CEO could be pivotal in leveraging the company's 'industry-leading brands' and 'highly productive networks' to capitalize on any market upturn. The company's positioning and scaled business model could indeed be competitive advantages in a recovering market, but the efficacy of these initiatives in driving sustainable growth remains to be seen.
RE/MAX Holdings' performance reflects the broader challenges faced by the real estate industry, particularly in the U.S. and Canada. The 4.2% decrease in agent count in these regions may point to a saturated market or increased competition from other real estate service providers. However, the 7.2% growth in agent count outside these markets suggests successful international expansion efforts, which could be a strategic hedge against domestic market volatility.
The increase in Motto Mortgage franchises indicates a commitment to diversifying the company's service offerings, potentially creating additional revenue streams through mortgage brokerage services. This move can be seen as a strategic response to the fluctuating real estate brokerage market, which has been under pressure from a variety of factors, including technological disruption and changing consumer behaviors. Understanding the interplay between these elements is critical for stakeholders to assess the company's long-term viability and growth prospects in a rapidly evolving industry landscape.
Total Revenue of
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 5.6% organic growth2 and adverse foreign currency movements of0.2% - Net loss attributable to RE/MAX Holdings, Inc. of
$10.9 million $0.60 - Adjusted EBITDA3 decreased
13.4% to$23.0 million 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. andCanada combined agent count decreased4.2% 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 7.4% organic growth2 and adverse foreign currency movements of0.7% - Net loss attributable to RE/MAX Holdings, Inc. of
$69.0 million $3.81 - Adjusted EBITDA3 decreased
20.8% to$96.3 million 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. andCanada combined agent count decreased4.2% 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
"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 | # | % | ||||||
55,131 | 58,719 | (3,588) | (6.1) | ||||||
25,168 | 25,120 | 48 | 0.2 | ||||||
Subtotal | 80,299 | 83,839 | (3,540) | (4.2) | |||||
Outside the | 64,536 | 60,175 | 4,361 | 7.2 | |||||
Total | 144,835 | 144,014 | 821 | 0.6 | |||||
Revenue
RE/MAX Holdings generated revenue of
Recurring revenue streams, which consist of continuing franchise fees and annual dues, decreased
Operating Expenses
Total operating expenses were
Selling, operating and administrative expenses were
Net Income (Loss) and GAAP EPS
Net loss attributable to RE/MAX Holdings was
Adjusted EBITDA and Adjusted EPS
Adjusted EBITDA was
Adjusted basic and diluted EPS were each
Balance Sheet
As of December 31, 2023, the Company had cash and cash equivalents of
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
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 positive0.5% over first quarter 2023; - Revenue in a range of
$75.0 million $80.0 million $19.0 million $21.0 million - Adjusted EBITDA in a range of
$16.5 million $19.5 million
For the full year 2024, the Company expects:
- Agent count to change negative
0.5% to positive1.5% over full year 2023; - Revenue in a range of
$300.0 million $320.0 million $78.0 million $82.0 million - Adjusted EBITDA in a range of
$90.0 million $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
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
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 | ||||||||||||
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 | 2 | 2 | ||||
Class B common stock, par value | — | — | ||||
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 | — | — | (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: | ||||||||||||||||||
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 | |||||||||
55,131 | 56,494 | 56,987 | 57,450 | 58,719 | 60,115 | 60,825 | 60,717 | 61,327 | ||||||||||
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 | |||||||||
80,299 | 81,782 | 82,205 | 82,521 | 83,839 | 85,133 | 85,679 | 85,160 | 85,471 | ||||||||||
Outside | ||||||||||||||||||
Independent Regions | 64,536 | 63,527 | 62,305 | 61,002 | 60,175 | 59,167 | 58,260 | 57,245 | 56,527 | |||||||||
Outside | 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 | (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 | 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 | 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
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
- 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
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.
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SOURCE RE/MAX Holdings, Inc.
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