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8-K - FORM 8-K - RE/MAX Holdings, Inc.v439049_8k.htm

RE/MAX Holdings Reports First Quarter 2016 Results

DENVER, May 5, 2016 /PRNewswire/ --

First Quarter 2016 Highlights
(Compared to first quarter 2015 unless otherwise noted)

  • Agent count grew by 6.8% to 106,708 agents
  • Revenue decreased 2.9% to $42.9 million; revenue would have increased 4.7% after adjusting for the sale of the Company-owned brokerage offices
  • Operating income grew by 3.5% to $15.9 million
  • Adjusted EBITDA1 increased 14.0% to $21.4 million
  • Adjusted EBITDA margin expanded to 49.8%, up from 42.4%
  • Adjusted basic and diluted EPS1 were both $0.39 per share
  • Announced $0.15 quarterly dividend on May 5, 2016

RE/MAX Holdings, Inc. (the "Company" or "RE/MAX") (NYSE: RMAX), one of the world's leading franchisors of real estate brokerage services, today announced operating results for the first quarter ended March 31, 2016.

"Our first quarter results demonstrate the strength of the RE/MAX model and our continued ability to execute on its most attractive features, which are increasing agent count, acquiring independent regions, growing recurring revenues, expanding margins and generating strong free cash flow," stated Dave Liniger, Chief Executive Officer and Co-Founder of RE/MAX. "Our consistent focus on effectively implementing our strategic plan combined with a gradually improving housing market resulted in an encouraging start to 2016 for RE/MAX, establishing a solid foundation for the balance of the year."

"We continue to deploy our capital in accordance with our strategic priorities. We recently acquired the New York and Alaska regions, reinvested in our business and returned capital to our shareholders," stated Karri Callahan, Chief Financial Officer. "In April, we launched the new remax.com, providing the most-visited real estate franchise website with a greatly enhanced consumer experience. We are committed to providing our network of the most-productive agents with world-class tools, technology and training."

First Quarter 2016 Operating Results

Agent Count

Total agent count grew by 6,753 agents to 106,708 agents or 6.8% compared to the first quarter 2015. In the United States ("U.S."), agent count increased by 2,372 agents to 60,317 agents or 4.1%. Agent count in U.S. Company-owned and Independent regions grew by 7.3% and decreased by 1.1%, respectively. After adjusting for the purchase of the New York region, organic agent growth in U.S. Company-owned and Independent regions was 4.9% and 2.8%, respectively, compared to the prior-year quarter. In Canada, agent count increased by 658 agents to 19,819 agents or 3.4% compared to the prior-year quarter. Outside the U.S. and Canada, agent count increased by 3,723 agents to 26,572 agents or 16.3%. During the three months ended March 31, 2016, the Company grew total agent count by 1,882 or 1.8%.

Revenue

RE/MAX generated total revenue of $42.9 million for the first quarter of 2016, a 2.9% decrease compared to $44.2 million for the first quarter of 2015 due to the sale of the Company-owned brokerages. After adjusting for the sale, revenue would have increased $2.1 million or 4.7% over the prior-year quarter.

Revenue growth was primarily driven by agent count growth and increased home-sales volume, partially offset by the strong U.S. dollar compared to the Canadian dollar. Recurring revenue streams, which include continuing franchise fees and annual dues, increased $1.3 million or 5.3% over the prior-year period and accounted for 62.5% of revenues in the first quarter 2016 compared to 57.6% in the prior-year quarter.

Revenue from continuing franchise fees was $18.9 million, an increase of $1.2 million or 7.1% compared to the prior-year quarter, up primarily due to agent count growth.

Revenue from annual dues was $7.9 million, up $0.1 million or 1.3% compared to the first quarter 2015 primarily due to increased agent count growth, partially offset by the adverse impact of the strong U.S. dollar against the Canadian dollar.

Revenue from broker fees was $7.2 million, an increase of $0.8 million or 12.2% compared to the prior-year quarter. The increase was driven by increased agent count and home-sales volume.

Franchise sales and other franchise revenue was $8.8 million, up $0.4 million or 4.4% compared to first quarter 2015, driven by increased revenue from approved supplier programs and increased registration income due to higher attendance at our annual convention held in March, partially offset by reduced global franchise sales.

Brokerage revenue was $0.1 million, a decrease of $3.8 million or 97.1% from the prior-year quarter. The decrease was attributable to the sale of the Company-owned brokerage offices to existing RE/MAX franchisees.

Operating Expenses

Total operating expenses were $27.1 million for the first quarter 2016, a decrease of $1.8 million or 6.3% compared to the prior-year quarter. Selling, operating and administrative expenses were $23.2 million, down $1.8 million or 7.3% from the prior-year quarter and represented 54.1% of revenue compared to 56.7% in the first quarter 2015.

The reduction in operating expenses was primarily due to the sale of the Company-owned brokerages, partially offset by increased compliance fees and investments in our technology infrastructure.

Adjusted EBITDA

Adjusted EBITDA was $21.4 million for the first quarter 2016, an increase of $2.6 million or 14.0% from the prior-year quarter, driven by agent count growth and the positive change in year-over-year foreign currency transaction gains and losses. Adjusted EBITDA margin was 49.8% for the first quarter 2016 compared to 42.4% in the prior-year quarter, an increase of 740 basis points, driven by organic growth (+130 bps), the sale of the Company-owned brokerages (+300 bps), and the positive net foreign-exchange impact (+310 bps).

Net Income

Reported net income was $10.4 million for the first quarter 2016, an increase of $1.3 million or 13.9% compared to the prior-year period. The increase was primarily due to increased revenue from organic growth.

Adjusted net income2 was $11.7 million for the first quarter 2016, an increase of $2.0 million or 21.1% compared to the prior-year quarter. Adjusted basic and diluted EPS were both $0.39 per share for the first quarter 2016 compared to $0.33 per share and $0.32 per share, respectively, in the prior-year quarter.

Net income attributable to RE/MAX Holdings, Inc. was $4.9 million for the first quarter 2016. This amount excludes net income attributable to the non-controlling interest. Reported basic and diluted EPS attributable to RE/MAX Holdings, Inc. were both $0.28 per share for the first quarter 2016. Refer to Table 1 for the share counts used in the calculation of basic and diluted EPS attributable to RE/MAX Holdings, Inc. in accordance with U.S. generally accepted accounting principles ("U.S. GAAP").

The ownership structure used to calculate Adjusted basic and diluted EPS for the three months ended March 31, 2016 assumes RE/MAX owned 100% of RMCO, LLC ("RMCO"). The weighted average ownership RE/MAX had in RMCO was 58.33% for the three months ended March 31, 2016.

Balance Sheet

As of March 31, 2016, the Company had a cash balance of $95.7 million, a decrease of $14.5 million from December 31, 2015. The cash balance reflects the aggregate payment of approximately $4.5 million in dividends, $8.5 million for the acquisition of the New York region and a $12.7 million excess cash flow principal payment on the Company's term loan in the first quarter of 2016. As of March 31, 2016, RE/MAX had $187.4 million of term loans outstanding, net of unamortized debt discount and issuance costs, down from $200.4 million as of December 31, 2015.

Dividend

On May 5, 2016, the Company's Board of Directors approved a quarterly dividend of $0.15 per share. The quarterly dividend is payable on June 2, 2016 to shareholders of record at the close of business on May 19, 2016.

Outlook

The Company's second-quarter and full-year 2016 Outlook reflect the acquisitions of the New York and Alaska regions, the impact of the strong U.S. dollar against the Canadian dollar as well as the sale of the Company-owned brokerages. Revenue, selling, operating and administrative expenses and Adjusted EBITDA margin are subject to currency exchange rate fluctuations principally related to changes in the U.S. dollar to Canadian dollar exchange rates. The Company's outlook reflects an estimated exchange rate of $0.74 U.S. for every $1.00 Canadian.

Second Quarter 2016 Outlook:

  • Agent count is estimated to increase by 5.5% to 6.0% over second quarter 2015 driven by strong agent growth outside the U.S. and Canada;
  • Revenue is estimated to decrease by 3.5% to 4.5% from second quarter 2015;
    • Revenue would have been estimated to increase by 2.5% to 3.5% over 2015 after adjusting for the sale of the brokerage offices, the negative impact of foreign exchange, and the incremental contribution from the acquired New York and Alaska regions;
  • Selling, operating and administrative expenses are estimated to be 44.0% to 45.0% of second quarter 2016 revenue;
    • Project-related operating expenditures are estimated to be $1.0 to $1.25 million;
  • Adjusted EBITDA margin is estimated to be in the 55.0% to 56.0% range; and
  • Capital expenditures estimated to be between $1.5 to $2.0 million;
    • Includes estimated project-related capital expenditures of $750 thousand to $1.0 million.

RE/MAX is reiterating its Full-Year 2016 Outlook and updating its foreign exchange guidance:

  • Agent count is estimated to increase by 4.0% to 5.0% over 2015;
  • Revenue is estimated to decrease by 3.0% to 4.0% compared to 2015;
    • Revenue would have been estimated to increase by 3.25% to 3.75% over 2015 after adjusting for the sale of the brokerage offices, the negative impact of foreign exchange, and the incremental contribution from the acquired New York and Alaska regions;
    • Foreign exchange is estimated to negatively impact full-year revenue by $1.0 to $1.5 million, down from $2.0 to $2.5 million, on a constant currency basis;
  • Selling, operating and administrative expenses are estimated to be 48.0% to 49.0% of 2016 revenue;
    • Project-related operating expenditures is estimated to be $4.0 to $4.5 million;
  • Adjusted EBITDA margin is estimated to be in the 51.5% to 53.0% range; and
  • Capital expenditures estimated to be between $3.5 to $4.0 million;
    • Includes project-related capital expenditures of $2.0 to $2.5 million, up from $1.5 to $2.0 million.

The ownership RE/MAX had of RMCO as of March 31, 2016 was 58.33%. The effective U.S. GAAP tax rate attributable to RE/MAX is estimated to be between 23% and 25% in 2016.

Webcast and Conference Call

The Company will host a conference call for interested parties on Friday, May 6, 2016, beginning at 8:30 a.m. Eastern Time. Interested parties are able to access the conference call using the following dial-in numbers:

U.S.                       

1-877-201-0168

Canada & International   

1-647-788-4901

Interested parties are also able to access a live webcast through the Investor Relations section of the Company's website at 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.

About the RE/MAX Network

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. Over 100,000 agents provide RE/MAX a global reach of nearly 100 countries. Nobody sells more real estate than RE/MAX as measured by total residential transaction sides.

RE/MAX, LLC, one of the world's leading franchisors of real estate brokerage services, is a wholly-owned subsidiary of RMCO, which is controlled and managed by RE/MAX Holdings, Inc. (NYSE: RMAX).

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 may be identified by the use of words such as "believe," "intend," "expect," "estimate," "plan," "outlook," "project" and other similar words and expressions that predict or indicate future events or trends that are not statements of historical matters. These forward-looking statements include statements regarding the Company's outlook for the second quarter and full fiscal year, including expectations regarding agent count, revenue, SO&A expenses, and Adjusted EBITDA margins for its second quarter of 2016 and full fiscal year, the Company's optimism for agent recruitment, investment, acquisitions and improving market conditions, as well as other statements regarding the Company's strategic and operational plans and business models. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will 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. Such risks and uncertainties include, without limitation, (1) changes in business and economic activity in general, (2) changes in the real estate market, including changes due to interest rates and availability of financing, (3) the Company's ability to attract and retain quality franchisees, (4) the Company's franchisees' ability to recruit and retain agents, (5) changes in laws and regulations that may affect the Company's business or the real estate market, (6) failure to maintain, protect and enhance the RE/MAX brand, (7) fluctuations in foreign currency exchange rates, as well as those risks and uncertainties described in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operation" in the most recent Annual Report on Form 10-K 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 duty, to update this information to reflect future events or circumstances.

1 Non-GAAP measures. See Table 5 for a reconciliation of Net income to Adjusted EBITDA. See Table 6 for a reconciliation of Net income to Adjusted net income and related calculation of Adjusted EPS. See the end of this press release for a definition of Non-GAAP measures.

2 Non-GAAP measures. Adjusted net income measure assumes RE/MAX owns 100% of RMCO. As of March 31, 2016, RE/MAX actually owned 58.33% of RMCO. See Table 6 for a reconciliation of Adjusted net income and Adjusted EPS to net income. See the end of this press release for a definition of Non-GAAP measures.

TABLE 1


 


 



 


 

RE/MAX Holdings, Inc.
Condensed Consolidated Statements of Income
(Amounts in thousands, except share and per share amounts)
(Unaudited)



 


 



 

Three Months Ended March 31, 



 

2016

 

2015



 


 

Revenue:


 


 

Continuing franchise fees


 

$

18,907


 

$

17,660

Annual dues


 

7,904


 

7,802

Broker fees


 

7,201


 

6,420

Franchise sales and other franchise revenue


 

8,793


 

8,426

Brokerage revenue


 

112


 

3,899

Total revenue


 

42,917


 

44,207

Operating expenses:


 


 

Selling, operating and administrative expenses


 

23,232


 

25,071

Depreciation and amortization


 

3,721


 

3,811

Loss on sale or disposition of assets, net


 

107


 

2

Total operating expenses


 

27,060


 

28,884

Operating income


 

15,857


 

15,323

Other expenses, net:


 


 

Interest expense


 

(2,281)


 

(2,809)

Interest income


 

51


 

67

Foreign currency transaction gains (losses)


 

164


 

(1,421)

Loss on early extinguishment of debt


 

(136)


 

(94)

Equity in earnings of investees


 


 

212

Total other expenses, net


 

(2,202)


 

(4,045)

Income before provision for income taxes


 

13,655


 

11,278

Provision for income taxes


 

(3,259)


 

(2,148)

Net income


 

$

10,396


 

$

9,130

Less: net income attributable to non-controlling interest


 

5,456


 

6,379

Net income attributable to RE/MAX Holdings, Inc.


 

$

4,940


 

$

2,751



 


 

Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock


 


 

Basic


 

$

0.28


 

$

0.23

Diluted


 

$

0.28


 

$

0.22

Weighted average shares of Class A common stock outstanding


 


 

Basic


 

17,584,351


 

11,817,605

Diluted


 

17,638,667


 

12,293,505

Cash dividends declared per share of Class A common stock


 

$

0.1500


 

$

1.6250

TABLE 2


 


 




 


 


RE/MAX Holdings, Inc.
Condensed Consolidated Balance Sheets
(Amounts in thousands, except share and per share amounts)
(Unaudited)



 


 




 

March 31, 

 

December 31, 




 

2016

 

2015


Assets


 


 


Current assets:


 


 


Cash and cash equivalents


 

$

95,673


 

$

110,212


Accounts and notes receivable, current portion, less allowances of $4,637 and $4,483, respectively


 

17,173


 

16,769


Assets held for sale


 


 

354


Other current assets


 

2,831


 

4,079


Total current assets


 

115,677


 

131,414


Property and equipment, net of accumulated depreciation of $13,179 and $13,183, respectively


 

2,691


 

2,395


Franchise agreements, net of accumulated amortization of $103,940 and $100,499, respectively


 

63,598


 

61,939


Other intangible assets, net of accumulated amortization of $8,410 and $8,929, respectively


 

5,587


 

4,941


Goodwill


 

75,004


 

71,871


Deferred tax assets, net


 

108,065


 

109,365


Other assets, net of current portion


 

2,213


 

1,861


Total assets


 

$

372,835


 

$

383,786


Liabilities and stockholders' equity


 


 


Current liabilities:


 


 


Accounts payable


 

$

608


 

$

449


Accounts payable to affiliates


 

130


 

66


Accrued liabilities


 

10,960


 

16,082


Income taxes payable


 

1,304


 

451


Tax and other distributions payable to non-controlling unitholders


 

3,003


 


Deferred revenue and deposits


 

16,983


 

16,501


Current portion of debt


 

14,332


 

14,805


Current portion of payable pursuant to tax receivable agreements


 

7,148


 

8,478


Liabilities held for sale


 


 

351


Other current liabilities


 

50


 

71


Total current liabilities


 

54,518


 

57,254


Debt, net of current portion


 

173,029


 

185,552


Payable pursuant to tax receivable agreements, net of current portion


 

91,557


 

91,557


Deferred tax liabilities, net


 

131


 

120


Other liabilities, net of current portion


 

9,957


 

9,889


Total liabilities


 

329,192


 

344,372


Commitments and contingencies


 


 


Stockholders' equity:


 


 


Class A common stock, par value $0.0001 per share, 180,000,000 shares authorized; 17,584,351 shares issued and outstanding as of March 31, 2016 and December 31, 2015


 

2


 

2


Class B common stock, par value $0.0001 per share, 1,000 shares authorized; 1 share issued and outstanding as of March 31, 2016 and December 31, 2015


 


 


Additional paid-in capital


 

445,970


 

445,081


Retained earnings


 

6,951


 

4,693


Accumulated other comprehensive income (loss), net of tax


 

158


 

(105)


Total stockholders' equity attributable to RE/MAX Holdings, Inc.


 

453,081


 

449,671


Non-controlling interest


 

(409,438)


 

(410,257)


Total stockholders' equity


 

43,643


 

39,414


Total liabilities and stockholders' equity


 

$

372,835


 

$

383,786


TABLE 3


 


 




 


 


RE/MAX Holdings, Inc.
Condensed Consolidated Statements of Cash Flow
(Amounts in thousands)
(Unaudited)



 


 




 

Three Months Ended March 31, 




 

2016

 

2015


Cash flows from operating activities:


 


 


Net income


 

$

10,396


 

$

9,130


Adjustments to reconcile net income to net cash provided by operating activities:


 


 


Depreciation and amortization


 

3,721


 

3,811


Bad debt expense


 

146


 

205


Loss on sale or disposition of assets, net


 

107


 

2


Loss on early extinguishment of debt


 

136


 

94


Equity-based compensation expense


 

766


 

142


Non-cash interest expense


 

115


 

97


Deferred income tax expense and other


 

1,153


 

681


Changes in operating assets and liabilities:


 


 


Accounts and notes receivable, current portion


 

(506)


 

(2,121)


Advances from/to affiliates


 

47


 

326


Other current and noncurrent assets


 

1,440


 

1,128


Other current and noncurrent liabilities


 

(4,122)


 

479


Deferred revenue and deposits, current portion


 

423


 

1,550


Payment pursuant to tax receivable agreements


 

(1,344)


 


Net cash provided by operating activities


 

12,478


 

15,524


Cash flows from investing activities:


 


 


Purchases of property, equipment and software


 

(1,389)


 

(335)


Proceeds from sale of property and equipment


 


 

10


Capitalization of trademark costs


 

(13)


 

(23)


Acquisitions, net of cash acquired of $131


 

(8,369)


 


Dispositions


 

200


 


Cost to sell assets


 

(146)


 


Net cash used in investing activities


 

(9,717)


 

(348)


Cash flows from financing activities:


 


 


Payments on debt


 

(13,247)


 

(7,840)


Capitalized debt amendment costs


 


 

(555)


Distributions paid to non-controlling unitholders


 

(1,884)


 

(65)


Dividends paid to Class A common stockholders


 

(2,638)


 


Payments on capital lease obligations


 

(27)


 

(71)


Proceeds from exercise of stock options


 


 

937


Net cash used in financing activities


 

(17,796)


 

(7,594)


Effect of exchange rate changes on cash


 

496


 

(235)


Net (decrease) increase in cash and cash equivalents


 

(14,539)


 

7,347


Cash and cash equivalents, beginning of year


 

110,212


 

107,199


Cash and cash equivalents, end of period


 

$

95,673


 

$

114,546


TABLE 4


 

 

 

 

 

 


 

 

 

 

 

 

RE/MAX Holdings, Inc.
Agent Count
(Unaudited)



 

 

 

 

 

 


 

As of



 

March 31,


 

December 31,


 

September 30,


 

June 30,


 

March 31,


 

December 31,



 

2016


 

2015


 

2015


 

2015


 

2015


 

2014

Agent Count:


 

 

 

 

 

 

U.S.


 

 

 

 

 

 

Company-owned regions (1)


 

38,469


 

37,250


 

37,146


 

36,545


 

35,845


 

35,299

Independent regions (1)


 

21,848


 

22,668


 

22,633


 

22,459


 

22,100


 

21,806

U.S. Total


 

60,317


 

59,918


 

59,779


 

59,004


 

57,945


 

57,105

Canada


 

 

 

 

 

 

Company-owned regions


 

6,580


 

6,553


 

6,512


 

6,440


 

6,327


 

6,261

Independent regions


 

13,239


 

13,115


 

12,994


 

12,992


 

12,834


 

12,779

Canada Total


 

19,819


 

19,668


 

19,506


 

19,432


 

19,161


 

19,040

Outside U.S. and Canada


 

 

 

 

 

 

Company-owned regions (2)


 


 


 


 


 


 

328

Independent regions (2)


 

26,572


 

25,240


 

24,206


 

23,467


 

22,849


 

21,537

Outside U.S. and Canada Total


 

26,572


 

25,240


 

24,206


 

23,467


 

22,849


 

21,865

Total


 

106,708


 

104,826


 

103,491


 

101,903


 

99,955


 

98,010

Net change in agent count compared to the prior period


 

1,882


 

1,335


 

1,588


 

1,948


 

1,945


 

363



(1)   

As of March 31, 2016, U.S. Company-owned Regions include agents in the New York region which converted from an Independent Region to a Company-owned Region in connection with the acquisitions of certain assets of RE/MAX of New York, Inc., including the regional franchise agreements issued by the Company permitting the sale of RE/MAX franchises in the state of New York on February 22, 2016.  As of the acquisition date, the New York region had 869 agents. 

(2)

As of each quarter since March 31, 2015, Independent Regions outside of the U.S. and Canada include agents in the Caribbean and Central America regions which converted from Company-owned Regions to Independent Regions in connection with the regional franchising agreements the Company entered into with new independent owners of the Caribbean and Central America regions on January 1, 2015.  As of the acquisition date, the Caribbean and Central America regions had 328 agents. 

TABLE 5

 






 





RE/MAX Holdings, Inc.
Adjusted EBITDA Reconciliation to Net Income
(Amounts in thousands, except percentages)
(Unaudited)


 






 

Three Months Ended March 31, 



 

2016


2015


Consolidated:

 





Net income

 

$

10,396


$

9,130


Depreciation and amortization

 

3,721



3,811


Interest expense

 

2,281



2,809


Interest income

 

(51)



(67)


Provision for income taxes

 

3,259



2,148


EBITDA

 

19,606



17,831


Loss (gain) on sale or disposition of assets and sublease (1)

 

23



(43)


Loss on early extinguishment of debt (2)

 

136



94


Non-cash straight-line rent expense (3)

 

224



231


Public offering related expenses (4)

 

193




Severance related expenses (5)

 

914



451


Acquisition related expenses (6)

 

284



183


Adjusted EBITDA

 

$

21,380


$

18,747


Adjusted EBITDA Margin

 

49.8

%


42.4

%



(1)   

Represents (gains) losses on the sale or disposition of assets as well as the (gains) losses on the sublease of a portion of the Company's corporate headquarters office building.

(2)

Represents losses incurred on early extinguishment of debt on the Company's 2013 Senior Secured Credit Facility for the three months ended March 31, 2016 and 2015.

(3)

Represents the non-cash charge to appropriately record rent expense on a straight-line basis over the term of the lease agreement taking into consideration escalation in monthly cash payments.

(4)

Represents costs incurred for compliance services performed during the three months ended March 31, 2016 in connection with the Secondary Offering.

(5)

Represents severance and other related expenses due to organizational changes implemented during 2015 as a result of the retirement of the Company's former Chief Executive Officer on December 31, 2014 and the separation of the Company's former Chief Financial Officer and Chief Operating Officer effective March 31, 2016.

(6)

Acquisition related expenses include fees incurred in connection with the Company's acquisitions of certain assets of HBN and Tails in October 2013 and of RE/MAX of New York in February 2016. Costs include legal, accounting and advisory fees as well as consulting fees for integration services.

TABLE 6


 


 



 


 

RE/MAX Holdings, Inc.
Adjusted Net Income and Adjusted Earnings per Share
(Amounts in thousands, except share and per share amounts)
(Unaudited)



 


 



 

Three Months Ended March 31, 



 

2016

 

2015

Consolidated:


 


 

Net income


 

$

10,396


 

$

9,130

Amortization of franchise agreements


 

3,441


 

3,391

Provision for income taxes


 

3,259


 

2,148

Add-backs:


 


 

Loss (gain) on sale or disposition of assets and sublease (1)


 

23


 

(43)

Loss on early extinguishment of debt (2)


 

136


 

94

Non-cash straight-line rent expense (3)


 

224


 

231

Public offering related expenses (4)


 

193


 

Severance related expenses (5)


 

914


 

451

Acquisition related expenses (6)


 

284


 

183

Adjusted pre-tax net income


 

18,870


 

15,585

Less: Provision for income taxes at 38%


 

(7,171)


 

(5,922)

Adjusted net income


 

$

11,699


 

$

9,663



 


 

Total basic pro forma shares outstanding


 

30,143,951


 

29,552,205

Total diluted pro forma shares outstanding


 

30,198,267


 

30,028,105



 


 

Adjusted net income basic earnings per share:


 

$

0.39


 

$

0.33

Adjusted net income diluted earnings per share:


 

$

0.39


 

$

0.32



(1)   

Represents (gains) losses on the sale or disposition of assets as well as the (gains) losses on the sublease of a portion of the Company's corporate headquarters office building.

(2)

Represents losses incurred on early extinguishment of debt on the Company's 2013 Senior Secured Credit Facility for the three months ended March 31, 2016 and 2015.

(3)

Represents the non-cash charge to appropriately record rent expense on a straight-line basis over the term of the lease agreement taking into consideration escalation in monthly cash payments.

(4)

Represents costs incurred for compliance services performed during the three months ended March 31, 2016 in connection with the Secondary Offering.

(5)

Represents severance and other related expenses due to organizational changes implemented during 2015 as a result of the retirement of the Company's former Chief Executive Officer on December 31, 2014 and the separation of the Company's former Chief Financial Officer and Chief Operating Officer effective March 31, 2016.

(6)

Acquisition related expenses include fees incurred in connection with the Company's acquisitions of certain assets of HBN and Tails in October 2013 and of RE/MAX of New York in February 2016. Costs include legal, accounting and advisory fees as well as consulting fees for integration services.

TABLE 7


 

 


 

 

RE/MAX Holdings, Inc.
Pro Forma Shares Outstanding
(Unaudited)



 

 


 

Three Months Ended March 31, 



 

2016


 

2015

Total basic weighted average shares outstanding:


 

 

Weighted average shares of Class A common stock outstanding


 

17,584,351


 

11,817,605

Remaining equivalent weighted average shares of stock outstanding on a pro forma basis assuming RE/MAX Holdings owned 100% of RMCO


 

12,559,600


 

17,734,600

Total basic pro forma weighted average shares outstanding


 

30,143,951


 

29,552,205



 

 

Total diluted weighted average shares outstanding:


 

 

Weighted average shares of Class A common stock outstanding


 

17,584,351


 

11,817,605

Remaining equivalent weighted average shares of stock outstanding on a pro forma basis assuming RE/MAX Holdings owned 100% of RMCO


 

12,559,600


 

17,734,600

Dilutive effect of stock options (1)


 

15,635


 

458,992

Dilutive effect of unvested restricted stock units (1)


 

38,681


 

16,908

Total diluted pro forma weighted average shares outstanding


 

30,198,267


 

30,028,105



(1)   

In accordance with the treasury stock method

TABLE 8

   

   

   

   

RE/MAX Holdings, Inc.
Free Cash Flow & Unencumbered Cash
(Unaudited)

   

   

   

 

 

Three Months Ended March 31,


 

2016


 

2015


   

   

Cash flow from operations

  $

12,478


  $

15,524

Less: Capital expenditures

   

(1,389)


   

(335)

Free cash flow (1)

   

11,089


   

15,189


   

   

Free cash flow

   

11,089


   

15,189

Less:  Tax/Other non-dividend discretionary distributions to RIHI

   

-


   

(65)

Free cash flow after tax/non-dividend discretionary distributions to RIHI (1)

   

11,089


   

15,124


   

   

Free cash flow after tax/non-dividend discretionary distributions to RIHI

   

11,089


   

15,124

Less:  Quarterly debt principal payments

   

(520)


   

(520)

Less:  Annual excess cash flow (ECF) payment

   

(12,727)


   

(7,320)

Unencumbered cash generated (1)

  $

(2,158)


  $

7,284


   

   

Summary

   

   

Cash flow from operations

  $

12,478


  $

15,524

Free cash flow

   

11,089


   

15,189

Free cash flow after tax/non-dividend discretionary distributions to RIHI

   

11,089


   

15,124

Unencumbered cash generated

   

(2,158)


   

7,284


   

   

Adjusted EBITDA

  $

21,380


  $

18,747

Free cash flow as % of Adjusted EBITDA

   

51.9%


   

81.0%

Free cash flow less distributions to RIHI as % of Adjusted EBITDA

   

51.9%


   

80.7%

Unencumbered cash generated as % of Adjusted EBITDA

   

-10.1%


   

38.9%



(1)   

Non-GAAP measure. See the end of this press release for a definition 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 not in accordance with U.S. GAAP, such as Adjusted EBITDA and the ratios related thereto. 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 condensed consolidated financial statements included in the Quarterly Report on Form 10-Q, adjusted for the impact of the following items that the Company does not consider representative of its ongoing operating performance: loss or gain on sale or disposition of assets and sublease, loss on early extinguishment of debt, non-cash straight-line rent expense, professional fees and certain expenses incurred in connection with the IPO and subsequent secondary offerings, acquisition related expenses and severance related expenses. During the fourth quarter of 2014, the Company revised its definition of Adjusted EBITDA to include an adjustment for severance related charges incurred during or after such quarter.

Because Adjusted EBITDA omits certain non-cash items and other non-recurring cash charges or other items, the Company believes that it 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 and is more reflective of other factors that affect its operating performance. The Company presents Adjusted EBITDA because the Company believes it is useful as a supplemental measure in evaluating the performance of the operating businesses and provides greater transparency into the Company's results of operations. The Company's management uses Adjusted EBITDA as a factor in evaluating the performance of the business.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider Adjusted EBITDA either in isolation or as a substitute for analyzing the Company's results as reported under U.S. GAAP. Some of these limitations are:

  • this measure does not reflect changes in, or cash requirements for, the Company's working capital needs;
  • this measure does not reflect the Company's interest expense, or the cash requirements necessary to service interest or principal payments on its debt;
  • this measure does not reflect the Company's income tax expense or the cash requirements to pay its taxes;
  • this measure does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;
  • this measure does 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; 
  • this measure does not reflect the cash requirements to pay RIHI Inc. and Oberndorf 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; and
  • other companies may calculate this measure differently so they may not be comparable.

Free Cash Flow is defined as operating cash flow minus capital expenditures. Free cash flow after tax/non-dividend discretionary distributions to RIHI is defined as free cash flow minus tax and other discretionary on-dividend distributions paid to RIHI to enable RIHI to satisfy its income tax obligations. Unencumbered cash generated is defined as free cash flow after tax/non-dividend discretionary distributions to RIHI minus quarterly debt principal payment minus annual excess cash flow payment on debt.



CONTACT: Investor Contact, Peter Crowe, (303) 796-3815, pcrowe@remax.com, or Media Contact, Shaun White, (303) 796-3405, shaunwhite@remax.com