RE/MAX Holdings, Inc. Reports Second Quarter 2021 Results

Rhea-AI Summary

RE/MAX Holdings reported strong second-quarter 2021 results, highlighting a total revenue of $77.2 million, up 48% year-over-year. Net income reached $5.2 million with GAAP EPS of $0.27. The company added over 8,000 agents, reflecting a 6.3% increase in total agents globally. Adjusted EBITDA increased by 61.3% to $30.5 million, with a margin of 39.5%. The acquisition of RE/MAX INTEGRA's North American operations was completed, and the company plans to raise its revenue guidance for 2021. A quarterly dividend of $0.23 was approved, payable on August 31, 2021.

Positive

• Total revenue increased by 48% to $77.2 million.
• Net income rose to $5.2 million, with a GAAP EPS of $0.27.
• Agent count grew by 6.3%, adding over 8,000 new agents.
• Adjusted EBITDA surged to $30.5 million, an increase of 61.3%.

Negative

• Operating expenses increased by 46.7% to $63.8 million, primarily due to higher selling and administrative costs.
• Recurring revenue streams decreased from 63.0% in Q2 2020 to 60.5% in Q2 2021.

DENVER, Aug. 4, 2021 /PRNewswire/ -- 

Second Quarter 2021 Highlights
(Compared to second quarter 2020 unless otherwise noted)

• Total agent count increased 6.3% to 140,201 agents
• U.S. and Canada combined agent count increased 3.0% to 85,494 agents
• Total open Motto Mortgage franchises increased 29.1% to 164 offices¹
• Total Revenue of $77.2 million; Revenue excluding the Marketing Funds increased 46.4% to $59.2 million
• Net income attributable to RE/MAX Holdings, Inc. of $5.2 million and earnings per diluted share (GAAP EPS) of $0.27
• Adjusted EBITDA² of $30.5 million, Adjusted EBITDA margin² of 39.5% and Adjusted earnings per diluted share (Adjusted EPS²) of $0.63

Operating Statistics as of July 31, 2021
(Compared to July 31, 2020 unless otherwise noted)

• Total agent count increased 6.0% to 140,594 agents
• U.S. and Canada combined agent count increased 3.1% to 85,707 agents
• Total open Motto Mortgage franchises increased 32.2% to 168 offices¹

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 second quarter ended June 30, 2021. 

"Record financial results in the second quarter were driven by a historically strong housing market, improved performance from our core operations, and contributions from recent acquisitions," stated Adam Contos, RE/MAX Holdings Chief Executive Officer. "Our second quarter revenue and Adjusted EBITDA totals were quarterly records. We added more than 8,000 new agents compared to last year's second quarter, highlighted by solid agent growth in the U.S. and Canada. Open Motto offices increased nearly 30% year over year, and we continued to sell Motto franchises at a brisk pace."

Contos continued, "Last month, we were pleased to close our acquisition of RE/MAX INTEGRA's North American operations, the most significant acquisition in our history. We also amended and expanded our credit facility at attractive terms, further fortifying our already-strong balance sheet. The performance trends we see in our business remain positive and we believe our strategy and investments position us well to continue to capture the opportunities we see ahead of us to drive profitable growth."

Second Quarter 2021 Operating Results

Agent Count

The following table compares agent count as of June 30, 2021 and 2020:

			As of June 30,				Change
			2021		2020		#		%
U.S.			62,428		61,677		751		1.2
Canada			23,066		21,295		1,771		8.3
Subtotal			85,494		82,972		2,522		3.0
Outside the U.S. & Canada			54,707		48,933		5,774		11.8
Total			140,201		131,905		8,296		6.3

Revenue

RE/MAX Holdings generated total revenue of $77.2 million in the second quarter of 2021, an increase of $25.0 million, or 48.0%, compared to $52.2 million in the second quarter of 2020. Total revenue grew primarily due to increased broker fees stemming from higher total transactions per agent and rising home prices, fewer agent recruiting initiatives versus the prior year, incremental revenue from acquisitions and Motto growth. Revenue in the second quarter of 2020 was adversely affected by temporary COVID-19 financial support initiatives. Second quarter 2021 revenue growth was partially offset by continued attrition of booj's legacy customer base. Recurring revenue streams, which consist of continuing franchise fees and annual dues, increased $10.3 million, or 40.6%, compared to the second quarter of 2020 and accounted for 60.5% of revenue (excluding the Marketing Funds) in the second quarter of 2021, compared to 63.0% in the comparable period in 2020.

Operating Expenses

Total operating expenses were $63.8 million for the second quarter of 2021, an increase of $20.3 million, or 46.7%, compared to $43.5 million in the second quarter of 2020. Second quarter total operating expenses increased primarily due to higher selling, operating and administrative expenses. Second quarter 2020 selling, operating and administrative expenses were lower due to temporary COVID-19 costs savings measures. Excluding the Marketing Funds, second quarter 2021 operating expenses totaled $45.8 million, an increase of $14.0 million or 44.2% compared to $31.8 million in the second quarter of 2020.

Selling, operating and administrative expenses were $38.8 million in the second quarter of 2021, an increase of $13.5 million, or 53.1%, compared to the second quarter of 2020 and represented 50.2% of revenue, compared to 48.6% in the prior-year period. Selling, operating and administrative expenses increased primarily due to higher equity-based compensation expense related to acquisitions and the portion of the corporate bonus paid in stock; higher personnel costs from headcount increases largely from acquisitions, and the elimination of the corporate bonus and suspension of the 401(k) match in the prior year; an increase in acquisition-related expenses; an increase in legal fees; increased investments in technology; and higher travel and events expenses compared to the prior year; partially offset by lower bad debt expense driven by improved collections.

Depreciation and amortization expenses increased primarily due to incremental acquisition-related amortization expense and placing internally developed software into service.

Net Income and GAAP EPS

Net income attributable to RE/MAX Holdings was $5.2 million for the second quarter of 2021, an increase of $1.7 million compared to the second quarter of 2020. Reported basic and diluted GAAP EPS were $0.28 and $0.27, respectively, for the second quarter of 2021 compared to $0.19 each in the second quarter of 2020.  

Adjusted EBITDA and Adjusted EPS

Adjusted EBITDA was $30.5 million for the second quarter of 2021, an increase of $11.6 million or 61.3% from the second quarter of 2020. Adjusted EBITDA in the second quarter of 2020 was adversely affected by temporary COVID-19 financial support initiatives. Higher broker fees revenue in the second quarter of 2021 were partially offset by higher personnel costs from headcount increases largely from acquisitions and the reinstatement of the corporate bonus and the 401(k) match, both of which were suspended in the prior year. Adjusted EBITDA margin was 39.5% in the second quarter of 2021, up compared to 36.2% in the second quarter of 2020.

Adjusted basic and diluted EPS were $0.64 and $0.63, respectively, for the second quarter of 2021 compared to Adjusted basic and diluted EPS of $0.38 for the second quarter of 2020. The ownership structure used to calculate Adjusted basic and diluted EPS for the quarter ended June 30, 2021 assumes RE/MAX Holdings owned 100% of RMCO, LLC ("RMCO"). The weighted average ownership RE/MAX Holdings had in RMCO was 59.8% for the quarter ended June 30, 2021.

Balance Sheet

As of June 30, 2021, the Company had cash and cash equivalents of $107.3 million, an increase of $5.9 million from December 31, 2020. As of June 30, 2021, the Company had $222.6 million of outstanding debt, net of an unamortized debt discount and issuance costs, a decrease of $1.0 million compared to $223.6 million as of December 31, 2020.

On July 21, 2021, RE/MAX Holdings announced RE/MAX, LLC amended and restated its Credit Agreement to raise $460 million in term loans and increase the capacity of the revolving facility to $50 million. RE/MAX, LLC used the proceeds from the amended Credit Agreement to repay existing indebtedness of approximately $225 million and to fund the $235 million acquisition of the RE/MAX INTEGRA North American regions.

Dividend

On August 3, 2021, the Company's Board of Directors approved a quarterly cash dividend of $0.23 per share of Class A common stock.  The quarterly dividend is payable on August 31, 2021, to shareholders of record at the close of business on August 17, 2021.

Outlook

The Company's third quarter and full-year 2021 Outlook includes the financial results of the acquired RE/MAX INTEGRA's North American regions and assumes no further currency movements, acquisitions or divestitures.

For the third quarter of 2021, the Company expects:

• Agent count to increase 5.0% to 6.0% over third quarter 2020;
• Revenue in a range of $86.5 million to $91.5 million (including revenue from the Marketing Funds in a range of $21.5 million to $23.5 million); and
• Adjusted EBITDA in a range of $29.5 million to $33.0 million.

For the full-year 2021, the Company is increasing its revenue guidance due to the RE/MAX INTEGRA North American acquisition. The Company is increasing its Adjusted EBITDA guidance due to stronger-than-expected second quarter results and the RE/MAX INTEGRA North American acquisition. The Company expects:

• Agent count to increase 5.0% to 6.0% over full-year 2020;
• Revenue in a range of $321.0 million to $336.0 million (including revenue from the Marketing Funds in a range of $80.5 million to $83.5 million), up from $300.0 million to $310.0 million (including revenue from the Marketing Funds in a range of $71.0 million to $74.0 million); and
• Adjusted EBITDA in a range of $113.0 million to $118.0 million, up from $103.0 million to $107.0 million.

Webcast and Conference Call

The Company will host a conference call for interested parties on Thursday, August 5, 2021, beginning at 8:30 a.m. Eastern Time. Interested parties can access the conference call using the link below:

http://www.directeventreg.com/registration/event/3535213

Interested parties 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:

¹Total 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 "Branchises". 

²Adjusted 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.

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 nearly 140,000 agents across over 110 countries and territories, nobody in the world sells more real estate than RE/MAX, as measured by total residential transaction sides. Dedicated to innovation and change in the real estate industry, RE/MAX launched Motto Franchising, LLC, a ground-breaking mortgage brokerage franchisor, in 2016. Motto Mortgage has grown to over 150 offices across almost 40 states.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are often identified by the use of words such as "believe," "intend," "expect," "estimate," "plan," "outlook," "project," "anticipate," "may," "will," "would" and other similar words and expressions that predict or indicate future events or trends that are not statements of historical matters. Forward-looking statements include statements related to: agent count; franchise sales; revenue; operating expenses; the Company's outlook for the third quarter and full year 2021; non-GAAP financial measures; estimated effective tax rates for 2021; housing and mortgage market conditions; the benefits of recent acquisitions; the positive performance trends the Company is seeing in its business; the Company's belief that its strategy and investments position it well to continue to capture the opportunities the Company sees ahead to drive profitable growth; and the Company's strategic and operating plans and business models. 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) the global COVID-19 pandemic, which continues to pose significant and widespread risks to the Company's business, including the Company's agents, loan originators, franchisees and employees, as well as home buyers and sellers; (2) changes in the real estate market or interest rates and availability of financing, (3) changes in business and economic activity in general, (4) the Company's ability to attract and retain quality franchisees, (5) the Company's franchisees' ability to recruit and retain real estate agents and mortgage loan originators, (6) changes in laws and regulations, (7) the Company's ability to enhance, market, and protect its brands, including the RE/MAX and Motto Mortgage brands, (8) the Company's ability to implement its technology initiatives, and (9) fluctuations in foreign currency exchange rates, and 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.remax.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 (In thousands, except share and per share amounts) (Unaudited)
		Three Months Ended June 30,						Six Months Ended June 30,
		2021			2020			2021			2020
Revenue:
Continuing franchise fees		$	26,955		$	16,738		$	52,329		$	40,881
Annual dues			8,869			8,745			17,541			17,666
Broker fees			17,453			10,426			29,406			19,870
Marketing Funds fees			18,042			11,765			36,187			29,287
Franchise sales and other revenue			5,927			4,533			14,078			14,775
Total revenue			77,246			52,207			149,541			122,479
Operating expenses:
Selling, operating and administrative expenses			38,816			25,348			82,492			60,025
Marketing Funds expenses			18,042			11,765			36,187			29,287
Depreciation and amortization			6,978			6,412			13,915			12,722
Total operating expenses			63,836			43,525			132,594			102,034
Operating income			13,410			8,682			16,947			20,445
Other expenses, net:
Interest expense			(2,124)			(2,187)			(4,222)			(4,869)
Interest income			19			34			182			303
Foreign currency transaction gains (losses)			(363)			101			(383)			(169)
Total other expenses, net			(2,468)			(2,052)			(4,423)			(4,735)
Income before provision for income taxes			10,942			6,630			12,524			15,710
Provision for income taxes			(696)			(706)			(638)			(4,496)
Net income		$	10,246		$	5,924		$	11,886		$	11,214
Less: net income attributable to non-controlling interest			5,045			2,435			5,593			5,094
Net income attributable to RE/MAX Holdings, Inc.		$	5,201		$	3,489		$	6,293		$	6,120
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock
Basic		$	0.28		$	0.19		$	0.34		$	0.34
Diluted		$	0.27		$	0.19		$	0.33		$	0.34
Weighted average shares of Class A common stock outstanding
Basic			18,719,477			18,123,963			18,608,005			18,049,114
Diluted			18,941,343			18,146,886			18,904,036			18,090,259
Cash dividends declared per share of Class A common stock		$	0.23		$	0.22		$	0.46		$	0.44

 

TABLE 2
RE/MAX Holdings, Inc. Consolidated Balance Sheets (In thousands, except share and per share amounts) (Unaudited)
		June 30,			December 31,
		2021			2020
Assets
Current assets:
Cash and cash equivalents		$	107,252		$	101,355
Restricted cash			14,425			19,872
Accounts and notes receivable, current portion, less allowances of $11,235 and $11,724, respectively			31,093			29,985
Income taxes receivable			2,417			1,222
Other current assets			13,343			13,938
Total current assets			168,530			166,372
Property and equipment, net of accumulated depreciation of $15,835 and $14,731, respectively			10,484			7,872
Operating lease right of use assets			36,758			38,878
Franchise agreements, net			64,495			72,196
Other intangible assets, net			26,415			29,969
Goodwill			176,061			175,835
Deferred tax assets, net			48,459			48,855
Income taxes receivable, net of current portion			1,980			1,980
Other assets, net of current portion			17,119			15,435
Total assets		$	550,301		$	557,392
Liabilities and stockholders' equity
Current liabilities:
Accounts payable		$	4,737		$	2,108
Accrued liabilities			63,740			68,571
Income taxes payable			1,643			9,579
Deferred revenue			24,936			25,282
Current portion of debt			2,350			2,428
Current portion of payable pursuant to tax receivable agreements			3,590			3,590
Operating lease liabilities			5,904			5,687
Total current liabilities			106,900			117,245
Debt, net of current portion			220,217			221,137
Payable pursuant to tax receivable agreements, net of current portion			29,974			29,974
Deferred tax liabilities, net			504			490
Deferred revenue, net of current portion			19,032			19,864
Operating lease liabilities, net of current portion			47,307			50,279
Other liabilities, net of current portion			5,648			5,722
Total liabilities			429,582			444,711
Commitments and contingencies
Stockholders' equity:
Class A common stock, par value $.0001 per share, 180,000,000 shares authorized; 18,719,665 and 18,390,691 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively			2			2
Class B common stock, par value $.0001 per share, 1,000 shares authorized; 1 share issued and outstanding as of June 30, 2021 and December 31, 2020, respectively			—			—
Additional paid-in capital			503,430			491,422
Retained earnings			22,289			25,139
Accumulated other comprehensive income, net of tax			763			612
Total stockholders' equity attributable to RE/MAX Holdings, Inc.			526,484			517,175
Non-controlling interest			(405,765)			(404,494)
Total stockholders' equity			120,719			112,681
Total liabilities and stockholders' equity		$	550,301		$	557,392

 

TABLE 3
RE/MAX Holdings, Inc. Consolidated Statements of Cash Flows (In thousands) (Unaudited)
		Six Months Ended June 30,
		2021			2020
Cash flows from operating activities:
Net income		$	11,886		$	11,214
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			13,915			12,722
Bad debt expense			261			3,860
Equity-based compensation expense			18,307			4,933
Deferred income tax expense			335			1,099
Fair value adjustments to contingent consideration			10			(355)
Non-cash lease expense (benefit)			(635)			—
Other, net			177			229
Changes in operating assets and liabilities			(13,917)			(17,379)
Net cash provided by operating activities			30,339			16,323
Cash flows from investing activities:
Purchases of property, equipment and capitalization of software			(7,551)			(3,102)
Net cash used in investing activities			(7,551)			(3,102)
Cash flows from financing activities:
Payments on debt			(1,253)			(1,322)
Distributions paid to non-controlling unitholders			(6,999)			(5,566)
Dividends and dividend equivalents paid to Class A common stockholders			(9,143)			(8,262)
Payments related to tax withholding for share-based compensation			(5,298)			(2,268)
Net cash used in financing activities			(22,693)			(17,418)
Effect of exchange rate changes on cash			355			(107)
Net increase (decrease) in cash, cash equivalents and restricted cash			450			(4,304)
Cash, cash equivalents and restricted cash, beginning of period			121,227			103,601
Cash, cash equivalents and restricted cash, end of period		$	121,677		$	99,297

 

TABLE 4
RE/MAX Holdings, Inc. Agent Count (Unaudited)
		As of
		June 30,		March 31,		December 31,		September 30,		June 30,		March 31,		December 31,		September 30,
		2021		2021		2020		2020		2020		2020		2019		2019
Agent Count:
U.S.
Company-Owned Regions		48,025		48,041		48,212		48,263		47,886		48,840		49,267		48,576
Independent Regions		14,403		14,220		14,091		14,041		13,791		13,828		13,854		13,972
U.S. Total		62,428		62,261		62,303		62,304		61,677		62,668		63,121		62,548
Canada
Company-Owned Regions		6,387		6,262		6,182		6,135		6,102		6,217		6,338		6,402
Independent Regions		16,679		16,248		15,765		15,363		15,193		15,306		15,229		15,117
Canada Total		23,066		22,510		21,947		21,498		21,295		21,523		21,567		21,519
U.S. and Canada Total		85,494		84,771		84,250		83,802		82,972		84,191		84,688		84,067
Outside U.S. and Canada
Independent Regions		54,707		55,443		53,542		50,967		48,933		47,625		46,201		44,191
Outside U.S. and Canada Total		54,707		55,443		53,542		50,967		48,933		47,625		46,201		44,191
Total		140,201		140,214		137,792		134,769		131,905		131,816		130,889		128,258

 

TABLE 5
RE/MAX Holdings, Inc. Adjusted EBITDA Reconciliation to Net Income (In thousands, except percentages) (Unaudited)
		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2021			2020			2021			2020
Net income		$	10,246		$	5,924		$	11,886		$	11,214
Depreciation and amortization			6,978			6,412			13,915			12,722
Interest expense			2,124			2,187			4,222			4,869
Interest income			(19)			(34)			(182)			(303)
Provision for income taxes			696			706			638			4,496
EBITDA			20,025			15,195			30,479			32,998
(Gain) loss on sale or disposition of assets			1			(11)			(10)			(22)
Equity-based compensation expense			6,253			2,747			18,307			4,933
Acquisition-related expense (1)			3,928			328			4,871			894
Gain on reduction in tax receivable agreement liability			—			500			—			—
Fair value adjustments to contingent consideration (2)			290			150			10			(355)
Adjusted EBITDA (3)		$	30,497		$	18,909		$	53,657		$	38,448
Adjusted EBITDA Margin (3)			39.5	%		36.2	%		35.9	%		31.4	%

(1)	Acquisition-related expense includes personnel, legal, accounting, advisory and consulting fees incurred in connection with acquisition activities and integration of acquired companies.
(2)	Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities.
(3)	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 and Adjusted Earnings per Share (In thousands, except share and per share amounts) (Unaudited)
		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2021			2020			2021			2020
Net income		$	10,246		$	5,924		$	11,886		$	11,214
Amortization of acquired intangible assets			4,771			4,849			9,626			9,698
Provision for income taxes			696			706			638			4,496
Add-backs:
(Gain) loss on sale or disposition of assets			1			(11)			(10)			(22)
Equity-based compensation expense			6,253			2,747			18,307			4,933
Acquisition-related expense (1)			3,928			328			4,871			894
Gain on reduction in tax receivable agreement liability			—			500			—			—
Fair value adjustments to contingent consideration (2)			290			150			10			(355)
Adjusted pre-tax net income			26,185			15,193			45,328			30,858
Less: Provision for income taxes at 24% (3)			(6,284)			(3,646)			(10,879)			(7,406)
Adjusted net income (5)		$	19,901		$	11,547		$	34,449		$	23,452
Total basic pro forma shares outstanding			31,279,077			30,683,563			31,167,605			30,608,714
Total diluted pro forma shares outstanding			31,500,943			30,706,486			31,463,636			30,649,859
Adjusted net income basic earnings per share (4)		$	0.64		$	0.38		$	1.11		$	0.77
Adjusted net income diluted earnings per share (4)		$	0.63		$	0.38		$	1.09		$	0.77

(1)	Acquisition-related expense includes personnel, legal, accounting, advisory and consulting fees incurred in connection with acquisition activities and integration of acquired companies.
(2)	Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities.
(3)	24% is the combined federal and state statutory rate and is an estimate of our long-term tax rate assuming the full exchange of all outstanding non-controlling interests for Class A common stock. It excludes the impacts of (a) our partnership structure, (b) unusual, non-recurring tax matters, such as the conversion of First and wemlo to LLCs, and (c) lower income for 2020 due to the pandemic.
(4)	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				Six Months Ended
		June 30,				June 30,
		2021		2020		2021		2020
Total basic weighted average shares outstanding:
Weighted average shares of Class A common stock outstanding		18,719,477		18,123,963		18,608,005		18,049,114
Remaining equivalent weighted average shares of stock outstanding on a pro forma basis assuming RE/MAX Holdings owned 100% of RMCO		12,559,600		12,559,600		12,559,600		12,559,600
Total basic pro forma weighted average shares outstanding		31,279,077		30,683,563		31,167,605		30,608,714
Total diluted weighted average shares outstanding:
Weighted average shares of Class A common stock outstanding		18,719,477		18,123,963		18,608,005		18,049,114
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)		221,866		22,923		296,031		41,145
Total diluted pro forma weighted average shares outstanding		31,500,943		30,706,486		31,463,636		30,649,859

(1)	In accordance with the treasury stock method.

 

TABLE 8
RE/MAX Holdings, Inc. Free Cash Flow & Unencumbered Cash (Unaudited)
		Six Months Ended
		June 30,
		2021			2020
Cash flow from operations		$	30,339		$	16,323
Less: Purchases of property, equipment and capitalization of software			(7,551)			(3,102)
(Increases) decreases in restricted cash of the Marketing Funds (1)			5,447			5,848
Free cash flow (2)			28,235			19,069
Free cash flow			28,235			19,069
Less: Tax/Other non-dividend distributions to RIHI			(1,221)			(40)
Free cash flow after tax/non-dividend distributions to RIHI (2)			27,014			19,029
Free cash flow after tax/non-dividend distributions to RIHI			27,014			19,029
Less: Debt principal payments			(1,253)			(1,322)
Unencumbered cash generated (2)		$	25,761		$	17,707
Summary
Cash flow from operations		$	30,339		$	16,323
Free cash flow (2)		$	28,235		$	19,069
Free cash flow after tax/non-dividend distributions to RIHI (2)		$	27,014		$	19,029
Unencumbered cash generated (2)		$	25,761		$	17,707
Adjusted EBITDA		$	53,657		$	38,448
Free cash flow as % of Adjusted EBITDA (2)			52.6%			49.6%
Free cash flow less distributions to RIHI as % of Adjusted EBITDA (2)			50.3%			49.5%
Unencumbered cash generated as % of Adjusted EBITDA (2)			48.0%			46.1%

(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 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 Adjusted EBITDA and the ratios related thereto, Adjusted net income, Adjusted basic and diluted earnings per share (Adjusted EPS) and free cash flow. These measures are derived on the basis of methodologies other than in accordance with U.S. GAAP.

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, non-cash 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, 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;
• 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 on sale or disposition of assets and sublease and acquisition-related expense, among others. 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 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.

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 free cash flow is removed. The Company believes 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.

Free cash flow after tax and non-dividend distributions to RIHI is calculated as 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, 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 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.

FAQ

What were RE/MAX Holdings' total revenue and net income for Q2 2021?

RE/MAX Holdings reported total revenue of $77.2 million and net income of $5.2 million for Q2 2021.

How much did RE/MAX Holdings' Adjusted EBITDA increase in Q2 2021?

Adjusted EBITDA for RE/MAX Holdings increased by 61.3% to $30.5 million in Q2 2021.

What was the agent growth percentage reported by RE/MAX Holdings?

RE/MAX Holdings reported a 6.3% increase in total agent count in Q2 2021.

When is the dividend payable to RE/MAX Holdings shareholders?

The quarterly cash dividend of $0.23 is payable on August 31, 2021.

What are the revenue projections for RE/MAX Holdings for the full year 2021?

RE/MAX Holdings expects revenue in the range of $321.0 million to $336.0 million for full-year 2021.