DENVER, Feb. 25, 2021 /PRNewswire/ --
Full-Year 2020 Highlights
(Compared to full-year 2019 unless otherwise noted)
- Total agent count increased 5.3% to 137,792 agents
- U.S. and Canada combined agent
count decreased 0.5% to 84,250 agents
- Total open Motto Mortgage franchises increased 27.0% to 141
offices1
- Total Revenue of $266.0 million;
Revenue excluding the Marketing Funds decreased 4.0% to
$201.6 million
- Net income attributable to RE/MAX Holdings, Inc. of
$11.0 million and earnings per
diluted share (GAAP EPS) of $0.60
- Adjusted EBITDA2 of $92.6
million, Adjusted EBITDA margin2 of 34.8% and
Adjusted earnings per diluted share (Adjusted EPS2) of
$1.88
Fourth Quarter 2020 Highlights
(Compared to fourth quarter 2019 unless otherwise
noted)
- Total Revenue of $72.4 million;
Revenue excluding the Marketing Funds increased 7.6% to
$54.6 million
- Net income attributable to RE/MAX Holdings, Inc. of
$1.3 million and earnings per diluted
share (GAAP EPS) of $0.07
- Adjusted EBITDA2 of $23.8
million, Adjusted EBITDA margin2 of 32.8% and
Adjusted earnings per diluted share (Adjusted EPS2) of
$0.47
Operating Statistics as of January 31,
2021
(Compared to January 31, 2020
unless otherwise noted)
- Total agent count increased 5.3% to 137,742 agents
- U.S. and Canada combined agent
count decreased 112 agents to 83,991 agents
- Total open Motto Mortgage franchises increased 21.4% to 142
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 full year and fourth quarter ended December 31, 2020.
"A surging housing market underpinned strong fourth quarter
results and provided a nice tailwind heading into 2021," stated
Adam Contos, RE/MAX Holdings Chief
Executive Officer. "Despite the pandemic, we delivered good organic
growth, resulting in better-than-expected fourth-quarter revenue
and profit, as well as robust free cash flow generation. Overall
RE/MAX agent count and Motto franchise sales continued to grow in
the fourth quarter, with our Canadian agent count increasing nicely
during the period. Agent count outside the U.S. and Canada also accelerated during the fourth
quarter and grew an impressive 16% year-over-year. Motto Mortgage
had an especially memorable year and finished off strong. We sold
over 70 Motto franchises during 2020, a record, and over 35% higher
than in 2019."
Contos continued, "We expect the macro housing environment will
remain buoyant in the coming year with ongoing amplified demand
continuing to outpace supply. The battle for listings will stay
highly competitive, and agents who are experienced, productive and
armed with seller-focused tools, such as our First app, should
enjoy an edge in that regard. We continue to support the
productivity of our networks by enhancing our value proposition and
strengthening our technology and data core. At the same time,
we are also creating additional promising revenue possibilities,
both by organic means and through strategic acquisitions, such as
wemlo and Gadberry Group. Overall, we believe we are poised
for meaningful growth in 2021 and beyond."
Fourth Quarter 2020 Operating Results
Agent Count
The following table compares agent count as of December 31, 2020 and 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
As of
December 31,
|
|
Change
|
|
|
|
2020
|
|
2019
|
|
#
|
|
%
|
U.S.
|
|
|
62,303
|
|
63,121
|
|
(818)
|
|
(1.3)
|
Canada
|
|
|
21,947
|
|
21,567
|
|
380
|
|
1.8
|
Subtotal
|
|
|
84,250
|
|
84,688
|
|
(438)
|
|
(0.5)
|
Outside the U.S.
& Canada
|
|
|
53,542
|
|
46,201
|
|
7,341
|
|
15.9
|
Total
|
|
|
137,792
|
|
130,889
|
|
6,903
|
|
5.3
|
Revenue
RE/MAX Holdings generated total revenue of $72.4 million in the fourth quarter of 2020, an
increase of $4.3 million, or 6.2%,
compared to $68.2 million in the
fourth quarter of 2019. Total revenue grew primarily due to
increased broker fees stemming from higher existing home sales and
rising home prices, incremental revenue from acquisitions, and
Motto growth, partially offset by less events-related revenue due
to COVID-19 restrictions and by previously announced agent
recruiting initiatives that reduced both continuing franchise fees
and Marketing Funds fees. Recurring revenue streams, which consist
of continuing franchise fees and annual dues, were essentially flat
compared to the fourth quarter of 2019 and accounted for 61.8% of
revenue (excluding the Marketing Funds) in the fourth quarter of
2020, compared to 66.6% in the comparable period in 2019.
Operating Expenses
Total operating expenses were $65.7
million for the fourth quarter of 2020, an increase of
$7.5 million, or 12.9%, compared to
$58.2 million in the fourth quarter
of 2019. Fourth quarter total operating expenses increased
primarily due to higher selling, operating and administrative
expenses and increased depreciation and amortization expenses.
Excluding the Marketing Funds, fourth quarter 2020 operating
expenses totaled $47.9 million, an
increase of $7.1 million or 17.4%
compared to $40.8 million in the
fourth quarter of 2019.
Selling, operating and administrative expenses were $40.8 million in the fourth quarter of 2020, an
increase of $5.6 million, or 15.9%,
compared to the fourth quarter of 2019 and, excluding the Marketing
Funds, represented 74.6% of revenue, compared to 69.2% in the
prior-year period. Selling, operating and administrative expenses
increased primarily due to higher equity-based compensation
expense, discretionary bonuses, and increased personnel costs
largely from acquisitions, partially offset by cost-savings
measures implemented in 2020, including a reduction in travel and
events spend and the temporary suspension of the Company's 401(k)
match, as well as lower bad debt expense due to strong
collections.
Depreciation and amortization expenses increased primarily due
to placing the booj Platform in service and additional
acquisition-related amortization expense from the acquisitions of
First, wemlo and Gadberry Group.
Net Income and GAAP EPS
Net income attributable to RE/MAX Holdings was $1.3 million for the fourth quarter of 2020, a
decrease of $1.6 million compared to
the fourth quarter of 2019. Reported basic and diluted GAAP EPS
were each $0.07, respectively, for
the fourth quarter of 2020 compared to $0.16 each in the fourth quarter of 2019.
Adjusted EBITDA and Adjusted EPS
Adjusted EBITDA was $23.8 million
for the fourth quarter of 2020, an increase of $1.3 million or 5.7% from the fourth quarter of
2019. Adjusted EBITDA increased primarily due to higher broker fee
revenue from increased existing home sales and rising home prices,
the Company's cost-savings measures and lower bad debt expense,
partially offset by discretionary bonuses and increased personnel
costs largely from the acquisitions. Adjusted EBITDA margin was
32.8% in the fourth quarter of 2020, down slightly compared to
33.0% in the fourth quarter of 2019.
Adjusted basic and diluted EPS were $0.48 and $0.47,
respectively, for the fourth quarter of 2020 compared to adjusted
diluted and basic EPS of $0.47 for
the fourth quarter of 2019. The ownership structure used to
calculate Adjusted basic and diluted EPS for the quarter ended
December 31, 2020 assumes RE/MAX
Holdings owned 100% of RMCO, LLC ("RMCO"). The weighted average
ownership RE/MAX Holdings had in RMCO was 59.4% for the quarter
ended December 31, 2020.
Balance Sheet
As of December 31, 2020, the
Company had cash and cash equivalents of $101.4 million, an increase of $18.4 million from December 31, 2019. As of December 31, 2020, the Company had $223.6 million of outstanding debt, net of an
unamortized debt discount and issuance costs, a decrease of
$2.1 million compared to $225.7 million as of December 31, 2019.
Dividend
On February 17, 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 March 17, 2021, to shareholders of record at the
close of business on March 3,
2021.
Outlook
The Company's first quarter and full-year 2021 Outlook assumes
no further currency movements, acquisitions or divestitures.
For the first quarter of 2021, RE/MAX Holdings expects:
- Agent count to increase 4.5% to 5.5% over first quarter
2020;
- Revenue in a range of $71.0
million to $75.0 million
(including revenue from the Marketing Funds in a range of
$18.0 million to $19.0 million); and
- Adjusted EBITDA in a range of $21.5
million to $24.5 million.
For the full-year 2021, RE/MAX Holdings expects:
- Agent count to increase 4.0% to 5.0% over full-year
2020;
- Revenue in a range of $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 $103.0
million to $107.0
million.
The effective U.S. GAAP tax rate attributable to RE/MAX Holdings
is estimated to be between 22% and 24% in 2021.
Webcast and Conference Call
The Company will host a conference call for interested parties
on Friday, February 26, 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/4038718
Interested parties can access a live webcast through the
Investor Relations section of the Company's website at
http://investors.remax.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 David 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 135,000 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 125 offices across more than 30 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 first quarter and full year 2021; dividends;
non-GAAP financial measures; estimated effective tax rates for
2021; housing and mortgage market conditions, including demand
and supply; the competition for listings; the advantages RE/MAX
agents have over competitors; additional revenue opportunities,
including through acquisitions; the enhancement of the Company's
value proposition and strengthening of its technology and data
core; 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 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. The
duration and magnitude of the impact from the COVID-19 pandemic
depends on future developments that cannot be predicted at this
time. The Company has already experienced significant disruption to
its business as a result of the COVID-19 pandemic and such
disruptions may continue. Notwithstanding any mitigation actions
the Company has initiated and expects to continue as the crisis is
ongoing, sustained material revenue declines relating to this
crisis could impact the Company's financial condition, results of
operations, stock price and ability to access the capital markets.
Other important 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 the RE/MAX and Motto
Mortgage brands, (7) the Company's ability to implement its
technology initiatives, and (8) 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
|
|
Year
Ended
|
|
December 31,
|
|
December 31,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
Continuing franchise
fees
|
$
|
24,997
|
|
$
|
24,910
|
|
$
|
90,217
|
|
$
|
99,928
|
Annual dues
|
|
8,771
|
|
|
8,901
|
|
|
35,075
|
|
|
35,409
|
Broker fees
|
|
14,701
|
|
|
10,651
|
|
|
50,028
|
|
|
45,990
|
Marketing Funds
fees
|
|
17,825
|
|
|
17,433
|
|
|
64,402
|
|
|
72,299
|
Franchise sales and
other revenue
|
|
6,155
|
|
|
6,298
|
|
|
26,279
|
|
|
28,667
|
Total
revenue
|
|
72,449
|
|
|
68,193
|
|
|
266,001
|
|
|
282,293
|
Operating
expenses:
|
|
|
|
|
|
|
|
|
|
|
|
Selling, operating and
administrative expenses
|
|
40,757
|
|
|
35,151
|
|
|
128,998
|
|
|
119,232
|
Marketing Funds
expenses
|
|
17,825
|
|
|
17,433
|
|
|
64,402
|
|
|
72,299
|
Depreciation and
amortization
|
|
7,119
|
|
|
5,629
|
|
|
26,691
|
|
|
22,323
|
Impairment charge -
leased assets
|
|
—
|
|
|
—
|
|
|
7,902
|
|
|
—
|
Total operating
expenses
|
|
65,701
|
|
|
58,213
|
|
|
227,993
|
|
|
213,854
|
Operating
income
|
|
6,748
|
|
|
9,980
|
|
|
38,008
|
|
|
68,439
|
Other expenses,
net:
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
(2,195)
|
|
|
(2,831)
|
|
|
(9,223)
|
|
|
(12,229)
|
Interest
income
|
|
12
|
|
|
372
|
|
|
340
|
|
|
1,446
|
Foreign currency
transaction gains (losses)
|
|
73
|
|
|
43
|
|
|
(2)
|
|
|
109
|
Total other expenses,
net
|
|
(2,110)
|
|
|
(2,416)
|
|
|
(8,885)
|
|
|
(10,674)
|
Income before
provision for income taxes
|
|
4,638
|
|
|
7,564
|
|
|
29,123
|
|
|
57,765
|
Provision for income
taxes
|
|
(2,556)
|
|
|
(2,362)
|
|
|
(9,103)
|
|
|
(10,909)
|
Net income
|
$
|
2,082
|
|
$
|
5,202
|
|
$
|
20,020
|
|
$
|
46,856
|
Less: net income
attributable to non-controlling interest
|
|
791
|
|
|
2,314
|
|
|
9,056
|
|
|
21,816
|
Net income
attributable to RE/MAX Holdings, Inc.
|
$
|
1,291
|
|
$
|
2,888
|
|
$
|
10,964
|
|
$
|
25,040
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
attributable to RE/MAX Holdings, Inc. per share of Class A common
stock
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
$
|
0.07
|
|
$
|
0.16
|
|
$
|
0.60
|
|
$
|
1.41
|
Diluted
|
$
|
0.07
|
|
$
|
0.16
|
|
$
|
0.60
|
|
$
|
1.40
|
Weighted average
shares of Class A common stock outstanding
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
18,386,709
|
|
|
17,837,386
|
|
|
18,170,348
|
|
|
17,812,065
|
Diluted
|
|
18,748,412
|
|
|
17,978,431
|
|
|
18,324,246
|
|
|
17,867,752
|
Cash dividends
declared per share of Class A common stock
|
$
|
0.22
|
|
$
|
0.21
|
|
$
|
0.88
|
|
$
|
0.84
|
|
|
|
TABLE
2
|
RE/MAX Holdings,
Inc.
|
Consolidated
Balance Sheets
|
(In thousands,
except share and per share amounts)
|
(Unaudited)
|
|
|
|
|
|
|
|
As of December
31,
|
|
2020
|
|
2019
|
Assets
|
|
|
|
|
|
Current
assets:
|
|
|
|
|
|
Cash and cash
equivalents
|
$
|
101,355
|
|
$
|
83,001
|
Restricted
cash
|
|
19,872
|
|
|
20,600
|
Accounts and notes
receivable, current portion, less allowances of $11,724 and
$12,538, respectively
|
|
29,985
|
|
|
28,644
|
Income taxes
receivable
|
|
1,222
|
|
|
896
|
Other current
assets
|
|
13,938
|
|
|
9,638
|
Total current
assets
|
|
166,372
|
|
|
142,779
|
Property and
equipment, net of accumulated depreciation of $14,731 and $14,940,
respectively
|
|
7,872
|
|
|
5,444
|
Operating lease right
of use assets
|
|
38,878
|
|
|
51,129
|
Franchise agreements,
net
|
|
72,196
|
|
|
87,670
|
Other intangible
assets, net
|
|
29,969
|
|
|
32,315
|
Goodwill
|
|
175,835
|
|
|
159,038
|
Deferred tax assets,
net
|
|
48,855
|
|
|
52,595
|
Income taxes
receivable, net of current portion
|
|
1,980
|
|
|
1,690
|
Other assets, net of
current portion
|
|
15,435
|
|
|
9,692
|
Total
assets
|
$
|
557,392
|
|
$
|
542,352
|
Liabilities and
stockholders' equity
|
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
|
Accounts
payable
|
$
|
2,108
|
|
$
|
2,983
|
Accrued
liabilities
|
|
68,571
|
|
|
60,163
|
Income taxes
payable
|
|
9,579
|
|
|
6,854
|
Deferred
revenue
|
|
25,282
|
|
|
25,663
|
Current portion of
debt
|
|
2,428
|
|
|
2,648
|
Current portion of
payable pursuant to tax receivable agreements
|
|
3,590
|
|
|
3,583
|
Operating lease
liabilities
|
|
5,687
|
|
|
5,102
|
Total current
liabilities
|
|
117,245
|
|
|
106,996
|
Debt, net of current
portion
|
|
221,137
|
|
|
223,033
|
Payable pursuant to
tax receivable agreements, net of current portion
|
|
29,974
|
|
|
33,640
|
Deferred tax
liabilities, net
|
|
490
|
|
|
293
|
Deferred revenue, net
of current portion
|
|
19,864
|
|
|
18,763
|
Operating lease
liabilities, net of current portion
|
|
50,279
|
|
|
55,959
|
Other liabilities,
net of current portion
|
|
5,722
|
|
|
5,292
|
Total
liabilities
|
|
444,711
|
|
|
443,976
|
Commitments and
contingencies
|
|
|
|
|
|
Stockholders'
equity:
|
|
|
|
|
|
Class A common stock,
par value $.0001 per share, 180,000,000 shares authorized;
18,390,691 and 17,838,233 shares issued and outstanding as of
December 31, 2020 and 2019, respectively
|
|
2
|
|
|
2
|
Class B common stock,
par value $.0001 per share, 1,000 shares authorized; 1 share issued
and outstanding as of December 31, 2020 and 2019,
respectively
|
|
—
|
|
|
—
|
Additional paid-in
capital
|
|
491,422
|
|
|
466,945
|
Retained
earnings
|
|
25,139
|
|
|
30,525
|
Accumulated other
comprehensive income, net of tax
|
|
612
|
|
|
414
|
Total stockholders'
equity attributable to RE/MAX Holdings, Inc.
|
|
517,175
|
|
|
497,886
|
Non-controlling
interest
|
|
(404,494)
|
|
|
(399,510)
|
Total stockholders'
equity
|
|
112,681
|
|
|
98,376
|
Total liabilities
and stockholders' equity
|
$
|
557,392
|
|
$
|
542,352
|
|
|
|
|
|
|
|
|
TABLE
3
|
RE/MAX Holdings,
Inc.
|
Consolidated
Statements of Cash Flows
|
(In
thousands)
|
(Unaudited)
|
|
|
|
|
|
|
|
Year
Ended
|
|
December 31,
|
|
2020
|
|
2019
|
Cash flows from
operating activities:
|
|
|
|
|
|
Net income
|
$
|
20,020
|
|
$
|
46,856
|
Adjustments to
reconcile net income to net cash provided by operating
activities:
|
|
|
|
|
|
Depreciation and
amortization
|
|
26,691
|
|
|
22,323
|
Impairment charge -
leased assets
|
|
7,902
|
|
|
—
|
Bad debt
expense
|
|
2,903
|
|
|
4,964
|
Equity-based
compensation expense
|
|
16,267
|
|
|
10,934
|
Deferred income tax
expense
|
|
1,840
|
|
|
2,310
|
Fair value adjustments
to contingent consideration
|
|
814
|
|
|
241
|
Non-cash lease expense
(benefit)
|
|
(508)
|
|
|
—
|
Other, net
|
|
1,051
|
|
|
1,252
|
Changes in operating
assets and liabilities
|
|
|
|
|
|
Accounts and notes
receivable, current portion
|
|
(3,460)
|
|
|
(5,614)
|
Other current and
noncurrent assets
|
|
(10,665)
|
|
|
(6,084)
|
Other current and
noncurrent liabilities
|
|
9,035
|
|
|
6,737
|
Payments pursuant to
tax receivable agreements
|
|
(3,562)
|
|
|
(3,556)
|
Income taxes
receivable/payable
|
|
2,109
|
|
|
178
|
Deferred revenue,
current and noncurrent
|
|
410
|
|
|
(1,566)
|
Net cash provided by
operating activities
|
|
70,847
|
|
|
78,975
|
Cash flows from
investing activities:
|
|
|
|
|
|
Purchases of property,
equipment and capitalization of software
|
|
(6,903)
|
|
|
(13,226)
|
Acquisitions, net of
cash acquired of $867k, $55k and $362k, respectively
|
|
(10,627)
|
|
|
(14,945)
|
Restricted cash
acquired with the Marketing Funds acquisition
|
|
—
|
|
|
28,495
|
Other
|
|
—
|
|
|
(1,200)
|
Net cash used in
investing activities
|
|
(17,530)
|
|
|
(876)
|
Cash flows from
financing activities:
|
|
|
|
|
|
Payments on
debt
|
|
(2,634)
|
|
|
(2,622)
|
Distributions paid to
non-controlling unitholders
|
|
(14,058)
|
|
|
(15,430)
|
Dividends and dividend
equivalents paid to Class A common stockholders
|
|
(16,354)
|
|
|
(15,074)
|
Payments related to
tax withholding for share-based compensation
|
|
(2,544)
|
|
|
(1,110)
|
Payment of contingent
consideration
|
|
(409)
|
|
|
(306)
|
Net cash used in
financing activities
|
|
(35,999)
|
|
|
(34,542)
|
Effect of exchange
rate changes on cash
|
|
308
|
|
|
70
|
Net increase in cash,
cash equivalents and restricted cash
|
|
17,626
|
|
|
43,627
|
Cash, cash
equivalents and restricted cash, beginning of year
|
|
103,601
|
|
|
59,974
|
Cash, cash
equivalents and restricted cash, end of period
|
$
|
121,227
|
|
$
|
103,601
|
|
|
|
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,
|
|
2020
|
|
2020
|
|
2020
|
|
2020
|
|
2019
|
|
2019
|
|
2019
|
|
2019
|
Agent
Count:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-Owned
Regions
|
48,212
|
|
48,263
|
|
47,886
|
|
48,840
|
|
49,267
|
|
48,576
|
|
48,748
|
|
48,904
|
Independent
Regions
|
14,091
|
|
14,041
|
|
13,791
|
|
13,828
|
|
13,854
|
|
13,972
|
|
13,952
|
|
13,760
|
U.S.
Total
|
62,303
|
|
62,304
|
|
61,677
|
|
62,668
|
|
63,121
|
|
62,548
|
|
62,700
|
|
62,664
|
Canada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company-Owned
Regions
|
6,182
|
|
6,135
|
|
6,102
|
|
6,217
|
|
6,338
|
|
6,402
|
|
6,510
|
|
6,549
|
Independent
Regions
|
15,765
|
|
15,363
|
|
15,193
|
|
15,306
|
|
15,229
|
|
15,117
|
|
14,923
|
|
14,818
|
Canada
Total
|
21,947
|
|
21,498
|
|
21,295
|
|
21,523
|
|
21,567
|
|
21,519
|
|
21,433
|
|
21,367
|
U.S. and Canada
Total
|
84,250
|
|
83,802
|
|
82,972
|
|
84,191
|
|
84,688
|
|
84,067
|
|
84,133
|
|
84,031
|
Outside U.S. and
Canada
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Independent
Regions
|
53,542
|
|
50,967
|
|
48,933
|
|
47,625
|
|
46,201
|
|
44,191
|
|
42,887
|
|
41,501
|
Outside U.S. and
Canada Total
|
53,542
|
|
50,967
|
|
48,933
|
|
47,625
|
|
46,201
|
|
44,191
|
|
42,887
|
|
41,501
|
Total
|
137,792
|
|
134,769
|
|
131,905
|
|
131,816
|
|
130,889
|
|
128,258
|
|
127,020
|
|
125,532
|
|
|
|
TABLE
5
|
RE/MAX Holdings,
Inc.
|
Adjusted EBITDA
Reconciliation to Net Income
|
(In thousands,
except percentages)
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Year
Ended
|
|
|
December 31,
|
|
December 31,
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
Net income
|
$
|
2,082
|
|
$
|
5,202
|
|
$
|
20,020
|
|
$
|
46,856
|
|
Depreciation and
amortization
|
|
7,119
|
|
|
5,629
|
|
|
26,691
|
|
|
22,323
|
|
Interest
expense
|
|
2,195
|
|
|
2,831
|
|
|
9,223
|
|
|
12,229
|
|
Interest
income
|
|
(12)
|
|
|
(372)
|
|
|
(340)
|
|
|
(1,446)
|
|
Provision for income
taxes
|
|
2,556
|
|
|
2,362
|
|
|
9,103
|
|
|
10,909
|
|
EBITDA
|
|
13,940
|
|
|
15,652
|
|
|
64,697
|
|
|
90,871
|
|
(Gain) loss on sale
or disposition of assets
|
|
536
|
|
|
(11)
|
|
|
503
|
|
|
342
|
|
Impairment charge -
lease assets (1)
|
|
—
|
|
|
—
|
|
|
7,902
|
|
|
—
|
|
Equity-based
compensation expense
|
|
7,920
|
|
|
6,074
|
|
|
16,267
|
|
|
10,934
|
|
Acquisition-related
expense (2)
|
|
460
|
|
|
859
|
|
|
2,375
|
|
|
1,127
|
|
Fair value
adjustments to contingent consideration (3)
|
|
919
|
|
|
(89)
|
|
|
814
|
|
|
241
|
|
Adjusted EBITDA
(4)
|
$
|
23,775
|
|
$
|
22,485
|
|
$
|
92,558
|
|
$
|
103,515
|
|
Adjusted EBITDA
Margin (4)
|
|
32.8
|
%
|
|
33.0
|
%
|
|
34.8
|
%
|
|
36.7
|
%
|
|
|
(1)
|
Represents the
impairment recognized on a portion of our corporate headquarters
office building. Lease costs are lower by $0.1 million for the
quarter and year ended December 31, 2020 as a result of the
impairment.
|
(2)
|
Acquisition-related
expense includes personnel, legal, accounting, advisory and
consulting fees incurred in connection with the acquisition and
integration of acquired companies.
|
(3)
|
Fair value
adjustments to contingent consideration include amounts recognized
for changes in the estimated fair value of the contingent
consideration liabilities.
|
(4)
|
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
|
|
Year
Ended
|
|
December 31,
|
|
December 31,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Net
income
|
$
|
2,082
|
|
$
|
5,202
|
|
$
|
20,020
|
|
$
|
46,856
|
Amortization of
acquired intangible assets
|
|
4,915
|
|
|
4,459
|
|
|
19,464
|
|
|
17,848
|
Provision for income
taxes
|
|
2,556
|
|
|
2,362
|
|
|
9,103
|
|
|
10,909
|
Add-backs:
|
|
|
|
|
|
|
|
|
|
|
|
(Gain) loss on sale
or disposition of assets
|
|
536
|
|
|
(11)
|
|
|
503
|
|
|
342
|
Impairment charge -
leased assets (1)
|
|
—
|
|
|
—
|
|
|
7,902
|
|
|
—
|
Equity-based
compensation expense
|
|
7,920
|
|
|
6,074
|
|
|
16,267
|
|
|
10,934
|
Acquisition-related
expense (2)
|
|
460
|
|
|
859
|
|
|
2,375
|
|
|
1,127
|
Fair value
adjustments to contingent consideration (3)
|
|
919
|
|
|
(89)
|
|
|
814
|
|
|
241
|
Adjusted pre-tax net
income
|
|
19,388
|
|
|
18,856
|
|
|
76,448
|
|
|
88,257
|
Less: Provision for
income taxes at 24% (4)
|
|
(4,653)
|
|
|
(4,525)
|
|
|
(18,348)
|
|
|
(21,182)
|
Adjusted net
income (5)
|
$
|
14,735
|
|
$
|
14,331
|
|
$
|
58,100
|
|
$
|
67,075
|
|
|
|
|
|
|
|
|
|
|
|
|
Total basic pro forma
shares outstanding
|
|
30,946,309
|
|
|
30,396,986
|
|
|
30,729,948
|
|
|
30,371,665
|
Total diluted pro
forma shares outstanding
|
|
31,308,012
|
|
|
30,538,031
|
|
|
30,883,846
|
|
|
30,427,352
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net
income basic earnings per share (5)
|
|
0.48
|
|
|
0.47
|
|
|
1.89
|
|
|
2.21
|
Adjusted net
income diluted earnings per share (5)
|
|
0.47
|
|
|
0.47
|
|
|
1.88
|
|
|
2.20
|
|
|
(1)
|
Represents the
impairment recognized on a portion of our corporate headquarters
office building. Lease costs are lower by $0.1 million for the
quarter and year ended December 31, 2020 as a result of the
impairment.
|
(2)
|
Acquisition-related
expense includes personnel, legal, accounting, advisory and
consulting fees incurred in connection with the acquisition and
integration of acquired companies.
|
(3)
|
Fair value
adjustments to contingent consideration include amounts recognized
for changes in the estimated fair value of the contingent
consideration liabilities.
|
(4)
|
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.
|
(5)
|
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,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
Total basic
weighted average shares outstanding:
|
|
|
|
|
|
|
|
Weighted average
shares of Class A common stock outstanding
|
18,386,709
|
|
17,837,386
|
|
18,170,348
|
|
17,812,065
|
Remaining equivalent
weighted average shares of stock outstanding on a pro forma basis
assuming RE/MAX Holdings owned 100% of RMCO
|
12,559,600
|
|
12,559,600
|
|
12,559,600
|
|
12,559,600
|
Total basic pro forma
weighted average shares outstanding
|
30,946,309
|
|
30,396,986
|
|
30,729,948
|
|
30,371,665
|
|
|
|
|
|
|
|
|
Total diluted
weighted average shares outstanding:
|
|
|
|
|
|
|
|
Weighted average
shares of Class A common stock outstanding
|
18,386,709
|
|
17,837,386
|
|
18,170,348
|
|
17,812,065
|
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)
|
361,703
|
|
141,045
|
|
153,898
|
|
55,687
|
Total diluted pro
forma weighted average shares outstanding
|
31,308,012
|
|
30,538,031
|
|
30,883,846
|
|
30,427,352
|
|
|
(1)
|
In accordance with
the treasury stock method.
|
|
|
|
TABLE
8
|
RE/MAX Holdings,
Inc.
|
Free Cash Flow
& Unencumbered Cash
|
(Unaudited)
|
|
|
|
|
|
|
|
Year
Ended
|
|
December 31,
|
|
2020
|
|
2019
|
Cash flow from
operations
|
$
|
70,847
|
|
$
|
78,975
|
Less: Purchases of
property, equipment and capitalization of software
|
|
(6,903)
|
|
|
(13,226)
|
(Increases) decreases
in restricted cash of the Marketing Funds (1)
|
|
728
|
|
|
7,895
|
Free cash flow
(2)
|
|
64,672
|
|
|
73,644
|
|
|
|
|
|
|
Free cash
flow
|
|
64,672
|
|
|
73,644
|
Less: Tax/Other
non-dividend distributions to RIHI
|
|
(3,006)
|
|
|
(4,880)
|
Free cash flow
after tax/non-dividend distributions to RIHI
(2)
|
|
61,666
|
|
|
68,764
|
|
|
|
|
|
|
Free cash flow after
tax/non-dividend distributions to RIHI
|
|
61,666
|
|
|
68,764
|
Less: Debt principal
payments
|
|
(2,634)
|
|
|
(2,622)
|
Unencumbered cash
generated (2)
|
$
|
59,032
|
|
$
|
66,142
|
|
|
|
|
|
|
Summary
|
|
|
|
|
|
Cash flow from
operations
|
$
|
70,847
|
|
$
|
78,975
|
Free cash flow
(2)
|
$
|
64,672
|
|
$
|
73,644
|
Free cash flow after
tax/non-dividend distributions to RIHI (2)
|
$
|
61,666
|
|
$
|
68,764
|
Unencumbered cash
generated (2)
|
$
|
59,032
|
|
$
|
66,142
|
|
|
|
|
|
|
Adjusted
EBITDA
|
$
|
92,558
|
|
$
|
103,515
|
Free cash flow as %
of Adjusted EBITDA (2)
|
|
69.9%
|
|
|
71.1%
|
Free cash flow less
distributions to RIHI as % of Adjusted EBITDA
(2)
|
|
66.6%
|
|
|
66.4%
|
Unencumbered cash
generated as % of Adjusted EBITDA (2)
|
|
63.8%
|
|
|
63.9%
|
|
|
(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 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.