RE/MAX Holdings Reports Second Quarter 2016 Results

August 4, 2016 4:01 PM EDT

DENVER, Aug. 4, 2016 /PRNewswire/ --

Second Quarter 2016 Highlights(Compared to second quarter 2015 unless otherwise noted)

  • Total agent count grew by 7.9% to 109,960 agents
  • U.S. and Canada combined agent count increased 4.5% to 81,971 agents
  • Revenue of $43.4 million, down 2.0% from the prior-year quarter; revenue would have increased 5.3% after adjusting for the sale of the Company-owned brokerage offices
  • Net income attributable to RE/MAX Holdings, Inc. of $7.0 million and earnings per diluted share (GAAP EPS) of $0.39
  • Adjusted EBITDA1 of $24.9 million, Adjusted EBITDA margin of 57.4% and Adjusted earnings per diluted share (Adjusted EPS1) of $0.46

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 second quarter ended June 30, 2016. 

"Robust agent-count growth led to solid second quarter results. Combined agent-count growth in the U.S. and Canada, where revenue per agent is the highest in our global network, was at the high end of our expectations, while international agent-count growth exceeded our estimates," stated Dave Liniger, Chief Executive Officer and Co-Founder of RE/MAX. "The entire RE/MAX team—agents, franchisees and the staff at headquarters—continues to focus on growing the highest quality real estate network in the world. With a strong brand, our highly productive network, a steadily improving U.S. housing market and consistent execution of our strategic plan, we are well positioned for continued success in the second half of the year."

Second Quarter 2016 Operating Results

Agent CountThe following compares agent count at the end of the second quarter 2016 to the prior-year period:

As of June 30

Change

2016

2015

#

%

U.S.

61,635

59,004

2,631

4.5%

Canada

20,336

19,432

904

4.7%

Subtotal

81,971

78,436

3,535

4.5%

Outside the U.S. & Canada

27,989

23,467

4,522

19.3%

Total

109,960

101,903

8,057

7.9%

 

Revenue

RE/MAX generated total revenue of $43.4 million for the second quarter of 2016, a 2.0% decrease compared to $44.3 million in the second quarter of 2015 primarily due to the sale of the Company-owned brokerages.  After adjusting for the sale, revenue would have increased $2.2 million or 5.3% over the prior-year quarter.

Revenue growth was primarily driven by agent-count growth in the U.S. and Canada, contributions from the New York and Alaska acquisitions, and increased home-sale volumes, partially offset by the reduction in global sub-regional franchise sales and the strong U.S. dollar compared to the Canadian dollar. Recurring revenue streams, which include continuing franchise fees and annual dues, increased $1.7 million or 6.7% over the prior-year period and accounted for 64.3% of revenue in the second quarter 2016 compared to 59.0% in the prior-year quarter.

Operating Expenses

Total operating expenses were $22.7 million for the second quarter 2016, a decrease of $0.2 million or 1.0% compared to the prior-year quarter. Selling, operating and administrative expenses were $18.8 million, down $0.9 million or 4.5% from the prior year quarter and represented 43.4% of revenue compared to 44.6% in the second quarter 2015.

The reduction in operating expenses was primarily due to the sale of the Company-owned brokerages and decreased severance costs, partially offset by investment in the New York region, which the Company acquired in February 2016, as well as increased employee and legal costs.

Net Income and GAAP EPS

Net income attributable to RE/MAX Holdings, Inc. was $7.0 million for the second quarter 2016, an increase of $2.0 million or 40.1% over the comparable prior-year period. Net income increased primarily due to agent-count growth in the second quarter of 2016 and comparatively lower net income attributable to the non-controlling interest due to a change in ownership percentages in November 2015.  The increase in net income was partially offset by the sale of the Company-owned brokerages and a higher provision for income taxes. Reported basic and diluted EPS attributable to RE/MAX Holdings, Inc. were both $0.39 per share for the second quarter 2016.

Adjusted EBITDA and Adjusted EPS

Adjusted EBITDA was $24.9 million for the second quarter 2016, a decrease of $0.7 million or 2.8% from the prior-year quarter.  Adjusted EBITDA decreased primarily due to the sale of the Company-owned brokerages and a decrease in global sub-regional franchise sales, partially offset by agent-count growth and contributions from the acquired New York and Alaska regions.  Adjusted EBITDA margin was 57.4% compared to 57.9% in the prior-year quarter.

Adjusted basic and diluted EPS were both $0.46 for the second quarter 2016. The ownership structure used to calculate Adjusted basic and diluted EPS for the three months ended June 30, 2016 assumes RE/MAX owned 100% of RMCO, LLC ("RMCO"). The weighted average ownership RE/MAX had in RMCO was 58.41% for the three months ended June 30, 2016.

Balance Sheet

As of June 30, 2016, the Company had a cash balance of $97.6 million, a decrease of $12.6 million from December 31, 2015. The cash balance reflects the aggregate payment of approximately $9.1 million in dividends, $9.9 million for the acquisitions of the New York and Alaska regions and a $12.7 million excess cash flow principal payment on the Company's term loan in the first quarter of 2016. As of June 30, 2016, RE/MAX had $187.0 million of term loans outstanding, net of unamortized debt discount and issuance costs, down from $200.4 million as of December 31, 2015.

Outlook

The Company's third-quarter and full-year 2016 Outlook reflects the sale of the Company-owned brokerages, the acquisitions of the New York and Alaska regions, an estimated exchange rate of $0.74 U.S. for every $1.00 Canadian and assumes no further acquisitions or divestitures.

For the third quarter of 2016, RE/MAX expects:

  • Agent count to increase 5.5% to 6.0% over third quarter 2015, driven by strong agent growth outside the U.S. and Canada;
  • Revenue in a range of $43.5 million to $44.5 million;
  • Selling, operating and administrative expenses in a range of 46.5% to 47.5% of third quarter 2016 revenue;
    • Project-related operating expenditures in a range of $750 thousand to $1.0 million;
  • Adjusted EBITDA margin in a range of 54.0% to 55.0%; and
  • Capital expenditures in a range of $1.0 million to $1.5 million;
    • Project-related capital expenditures in a range of $750 thousand to $1.0 million.

RE/MAX is reiterating its Full-Year 2016 Outlook and updating its agent-count guidance. The Company expects:

  • Agent count to increase 5.5% to 6.5% over 2015, up from 4.0% to 5.0% and driven by strong agent growth outside the U.S. and Canada;
  • Revenue in a range of $169.8 million to $171.6 million;
  • Selling, operating and administrative expenses in a range of 48.0% to 49.0% of 2016 revenue;
    • Project-related operating expense in a range of $3.5 million to $4.0 million, down from $4.0 million to $4.5 million;
  • Adjusted EBITDA margin in a range of 51.5% to 53.0%; and
  • Total estimated capital expenditures of $3.5 million to $4.0 million;
    • Project-related capital expenditures in a range of $2.0 million to $2.5 million.

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, August 5, 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 third quarter and full fiscal year, including expectations regarding agent count, revenue, SO&A expenses, and Adjusted EBITDA margins for its third quarter of 2016 and full fiscal year; the Company's optimism for agent recruitment, investment, acquisitions and improving market conditions; the absences of extraordinary items or unanticipated events in future time periods; currency exchange rates; the productivity of the agent network; the focus on growing the highest quality real estate network in the world; and consistent execution of our plan and continued success; 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. 

Adjusted EBITDA and Adjusted EPS are non-GAAP measures. These terms are defined elsewhere in this release.  Please see the schedules appearing later in this release for reconciliations of these non-GAAP measures to the most directly comparable 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 June 30, 

Six Months Ended June 30, 

2016

2015

2016

2015

Revenue:

Continuing franchise fees

$

19,846

$

18,268

$

38,753

$

35,928

Annual dues

8,046

7,875

15,950

15,677

Broker fees

10,384

9,247

17,585

15,667

Franchise sales and other franchise revenue

5,128

5,485

13,921

13,911

Brokerage revenue

3,402

112

7,301

Total revenue

43,404

44,277

86,321

88,484

Operating expenses:

Selling, operating and administrative expenses

18,842

19,730

42,074

44,801

Depreciation and amortization

3,872

3,808

7,593

7,619

(Gain) loss on sale or disposition of assets, net

(11)

(617)

96

(615)

Total operating expenses

22,703

22,921

49,763

51,805

Operating income

20,701

21,356

36,558

36,679

Other expenses, net:

Interest expense

(2,091)

(2,301)

(4,372)

(5,110)

Interest income

35

33

86

100

Foreign currency transaction gains (losses)

20

37

184

(1,384)

Loss on early extinguishment of debt

(136)

(94)

Equity in earnings of investees

390

602

Total other expenses, net

(2,036)

(1,841)

(4,238)

(5,886)

Income before provision for income taxes

18,665

19,515

32,320

30,793

Provision for income taxes

(4,285)

(3,457)

(7,544)

(5,605)

Net income

$

14,380

$

16,058

$

24,776

$

25,188

Less: net income attributable to non-controlling interest

7,419

11,088

12,875

17,500

Net income attributable to RE/MAX Holdings, Inc.

$

6,961

$

4,970

$

11,901

$

7,688

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

Basic

$

0.39

$

0.41

$

0.68

$

0.64

Diluted

$

0.39

$

0.40

$

0.67

$

0.62

Weighted average shares of Class A common stock outstanding

Basic

17,636,590

12,225,678

17,610,470

12,022,769

Diluted

17,668,995

12,399,527

17,653,433

12,346,834

Cash dividends declared per share of Class A common stock

$

0.1500

$

0.1250

$

0.3000

$

1.7500

 

TABLE 2

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

June 30, 

December 31, 

2016

2015

Assets

Current assets:

Cash and cash equivalents

$

97,574

$

110,212

Accounts and notes receivable, current portion, less allowances of $4,543 and $4,483, respectively

19,276

16,769

Income taxes receivable

981

Assets held for sale

354

Other current assets

3,117

4,079

Total current assets

120,948

131,414

Property and equipment, net of accumulated depreciation of $13,397 and $13,183, respectively

2,592

2,395

Franchise agreements, net of accumulated amortization of $107,474 and $100,499, respectively

60,593

61,939

Other intangible assets, net of accumulated amortization of $8,531 and $8,929, respectively

6,242

4,941

Goodwill

75,977

71,871

Deferred tax assets, net

106,356

109,365

Other assets, net of current portion

2,139

1,861

Total assets

$

374,847

$

383,786

Liabilities and stockholders' equity

Current liabilities:

Accounts payable

$

595

$

449

Accounts payable to affiliates

20

66

Accrued liabilities

9,392

16,082

Income taxes payable

97

451

Deferred revenue and deposits

17,467

16,501

Current portion of debt

10,765

14,805

Current portion of payable pursuant to tax receivable agreements

7,158

8,478

Liabilities held for sale

351

Other current liabilities

28

71

Total current liabilities

45,522

57,254

Debt, net of current portion

176,218

185,552

Payable pursuant to tax receivable agreements, net of current portion

91,557

91,557

Deferred tax liabilities, net

134

120

Other liabilities, net of current portion

9,779

9,889

Total liabilities

323,210

344,372

Commitments and contingencies (note 12)

Stockholders' equity:

Class A common stock, par value $0.0001 per share, 180,000,000 shares authorized; 17,645,696 shares issued and outstanding as of June 30, 2016; 17,584,351 shares issued and outstanding as of 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 June 30, 2016 and December 31, 2015

Additional paid-in capital

446,256

445,081

Retained earnings

11,265

4,693

Accumulated other comprehensive income (loss), net of tax

158

(105)

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

457,681

449,671

Non-controlling interest

(406,044)

(410,257)

Total stockholders' equity

51,637

39,414

Total liabilities and stockholders' equity

$

374,847

$

383,786

 

TABLE 3

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

Six Months Ended June 30, 

2016

2015

Cash flows from operating activities:

Net income

$

24,776

$

25,188

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

Depreciation and amortization

7,593

7,619

Bad debt expense

109

487

Loss (gain) on sale or disposition of assets, net

96

(615)

Loss on early extinguishment of debt

136

94

Equity-based compensation expense

1,311

668

Non-cash interest expense

223

209

Deferred income tax expense and other

2,529

1,083

Changes in operating assets and liabilities:

Accounts and notes receivable, current portion

(2,569)

(3,516)

Advances from/to affiliates

(65)

333

Other current and noncurrent assets

844

903

Other current and noncurrent liabilities

(6,501)

113

Income taxes receivable/payable

(1,012)

2,025

Deferred revenue and deposits, current portion

906

1,976

Payment pursuant to tax receivable agreements

(1,344)

Net cash provided by operating activities

27,032

36,567

Cash flows from investing activities:

Purchases of property, equipment and software

(2,106)

(919)

Proceeds from sale of property and equipment

11

Capitalization of trademark costs

(16)

(41)

Acquisitions, net of cash acquired of $131

(9,869)

Dispositions

200

20

Cost to sell assets

(146)

(71)

Net cash used in investing activities

(11,937)

(1,000)

Cash flows from financing activities:

Payments on debt

(13,734)

(8,360)

Capitalized debt amendment costs

(555)

Distributions paid to non-controlling unitholders

(8,912)

(34,357)

Dividends paid to Class A common stockholders

(5,285)

(20,912)

Payments on capital lease obligations

(51)

(154)

Proceeds from exercise of stock options

101

2,013

Payment of payroll taxes related to net settled restricted stock units

(360)

Net cash used in financing activities

(28,241)

(62,325)

Effect of exchange rate changes on cash

508

(165)

Net decrease in cash and cash equivalents

(12,638)

(26,923)

Cash and cash equivalents, beginning of year

110,212

107,199

Cash and cash equivalents, end of period

$

97,574

$

80,276

 

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,

2016

2016

2015

2015

2015

2015

2014

Agent Count:

U.S.

Company-owned regions (1)

39,493

38,469

37,250

37,146

36,545

35,845

35,299

Independent regions (1)

22,142

21,848

22,668

22,633

22,459

22,100

21,806

U.S. Total

61,635

60,317

59,918

59,779

59,004

57,945

57,105

Canada

Company-owned regions

6,701

6,580

6,553

6,512

6,440

6,327

6,261

Independent regions

13,635

13,239

13,115

12,994

12,992

12,834

12,779

Canada Total

20,336

19,819

19,668

19,506

19,432

19,161

19,040

     U.S. and Canada Total

81,971

80,136

79,586

79,285

78,436

77,106

76,145

Outside U.S. and Canada

Company-owned regions (2)

328

Independent regions (2)

27,989

26,572

25,240

24,206

23,467

22,849

21,537

Outside U.S. and Canada Total

27,989

26,572

25,240

24,206

23,467

22,849

21,865

Total

109,960

106,708

104,826

103,491

101,903

99,955

98,010

Net change in agent count compared to the prior period

3,252

1,882

1,335

1,588

1,948

1,945

363

(1)

As of June 30, 2016, U.S. Company-owned Regions include agents in the Alaska region, which converted from an Independent Region to a Company-owned Region in connection with the acquisitions of certain assets of RE/MAX of Alaska, Inc. ("RE/MAX of Alaska"), including the regional franchise agreements issued by us permitting the sale of RE/MAX franchises in the state of Alaska, on April 1, 2016.  As of the acquisition date, the Alaska region had 245 agents.  In addition, as of each quarter end since 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. ("RE/MAX of New York"), including the regional franchise agreements issued by us 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 end 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 we entered into with new independent owners of the Caribbean and Central America regions on January 1, 2015.  As of the disposition 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 June 30, 

Six Months Ended June 30, 

2016

2015

2016

2015

Consolidated:

Net income

$

14,380

$

16,058

$

24,776

$

25,188

Depreciation and amortization

3,872

3,808

7,593

7,619

Interest expense

2,091

2,301

4,372

5,110

Interest income

(35)

(33)

(86)

(100)

Provision for income taxes

4,285

3,457

7,544

5,605

EBITDA

24,593

25,591

44,199

43,422

Gain on sale or disposition of assets and sublease (1)

(99)

(664)

(76)

(707)

Loss on early extinguishment of debt (2)

136

94

Non-cash straight-line rent expense (3)

187

249

411

480

Public offering related expenses (4)

193

Severance related expenses (5)

588

914

1,039

Acquisition related expenses (6)

246

(106)

530

77

Adjusted EBITDA

$

24,927

$

25,658

$

46,307

$

44,405

Adjusted EBITDA Margin

57.4

%

57.9

%

53.6

%

50.2

%

(1)

Represents gains on the sale or disposition of assets as well as the gains on the sublease of a portion of our corporate headquarters office building.

(2)

Represents losses incurred on early extinguishment of debt on our 2013 Senior Secured Credit Facility for the three and six months ended June 30, 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 six months ended June 30, 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 our former Chief Executive Officer on December 31, 2014 and the separation of our former Chief Financial Officer and former Chief Operating Officer effective March 31, 2016.

(6)

Acquisition related expenses include fees incurred in connection with our acquisitions of certain assets of HBN, Inc. and Tails, Inc. 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 June 30, 

Six Months Ended June 30, 

2016

2015

2016

2015

Consolidated:

Net income

$

14,380

$

16,058

$

24,776

$

25,188

Amortization of franchise agreements

3,534

3,392

6,975

6,783

Provision for income taxes

4,285

3,457

7,544

5,605

Add-backs:

Gain on sale or disposition of assets and sublease (1)

(99)

(664)

(76)

(707)

Loss on early extinguishment of debt (2)

136

94

Non-cash straight-line rent expense (3)

187

249

411

480

Public offering related expenses (4)

193

Severance related expenses (5)

588

914

1,039

Acquisition related expenses (6)

246

(106)

530

77

Adjusted pre-tax net income

22,533

22,974

41,403

38,559

Less: Provision for income taxes at 38%

(8,563)

(8,730)

(15,733)

(14,652)

Adjusted net income (7)

$

13,970

$

14,244

$

25,670

$

23,907

Total basic pro forma shares outstanding

30,196,190

29,960,278

30,170,070

29,757,369

Total diluted pro forma shares outstanding

30,228,595

30,134,127

30,213,033

30,081,434

Adjusted net income basic earnings per share (7):

$

0.46

$

0.48

$

0.85

$

0.80

Adjusted net income diluted earnings per share (7):

$

0.46

$

0.47

$

0.85

$

0.79

(1)

Represents gains on the sale or disposition of assets as well as the gains on the sublease of a portion of our corporate headquarters office building.

(2)

Represents losses incurred on early extinguishment of debt on our 2013 Senior Secured Credit Facility for the three and six months ended June 30, 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 six months ended June 30, 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 our former Chief Executive Officer on December 31, 2014 and the separation of our former Chief Financial Officer and former Chief Operating Officer effective March 31, 2016.

(6)

Acquisition related expenses include fees incurred in connection with our acquisitions of certain assets of HBN, Inc. ("HBN") and Tails, Inc. ("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.

(7)

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 June 30, 

Six Months Ended June 30, 

2016

2015

2016

2015

Total basic weighted average shares outstanding:

Weighted average shares of Class A common stock outstanding

12,559,600

17,734,600

12,559,600

17,734,600

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

17,636,590

12,225,678

17,610,470

12,022,769

Total basic pro forma weighted average shares outstanding

30,196,190

29,960,278

30,170,070

29,757,369

Total diluted weighted average shares outstanding:

Weighted average shares of Class A common stock outstanding

12,559,600

17,734,600

12,559,600

17,734,600

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

17,636,590

12,225,678

17,610,470

12,022,769

Dilutive effect of stock options (1)

4,360

146,638

10,047

301,928

Dilutive effect of unvested restricted stock units (1)

28,045

27,211

32,916

22,137

Total diluted pro forma weighted average shares outstanding

30,228,595

30,134,127

30,213,033

30,081,434

(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, 

2016

2015

Cash flow from operations

$ 27,032

$ 36,567

Less: Capital expenditures

(2,106)

(919)

Free cash flow (1)

24,926

35,648

Free cash flow

24,926

35,648

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

(5,145)

(3,322)

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

19,781

32,326

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

19,781

32,326

Less:  Quarterly debt principal payments

(1,006)

(1,039)

Less:  Annual excess cash flow (ECF) payment

(12,727)

(7,320)

Unencumbered cash generated (1)

$ 6,048

$ 23,967

Summary

Cash flow from operations

$ 27,032

$ 36,567

Free cash flow

24,926

35,648

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

19,781

32,326

Unencumbered cash generated

6,048

23,967

Adjusted EBITDA

$ 46,307

$ 44,405

Free cash flow as % of Adjusted EBITDA

53.8%

80.3%

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

42.7%

72.8%

Unencumbered cash generated as % of Adjusted EBITDA

13.1%

54.0%

(1)

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 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 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 third quarter of 2014, the Company revised its definition of Adjusted EBITDA to eliminate the adjustment of equity-based compensation expense incurred for equity awards granted since the IPO, and Adjusted EBITDA in prior periods was revised to reflect this change for consistency of presentation.  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.

Adjusted net income is defined as net income plus primarily non-cash items and other items that management does not consider to be useful in assessing our operating performance (e.g., amortization of franchise agreements, gain on sale or disposition of assets and sub-lease, loss on debt extinguishment, non-cash straight-line rent expense, public offering related expenses, severance-related expenses, and acquisition-related costs).

Adjusted basic and diluted earnings per share (Adjusted EPS) are defined as Adjusted net income (as defined above) divided by pro forma basic and diluted weighted average shares, as applicable.

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 non-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.

The Company's Adjusted EBITDA margin guidance does not include certain charges and costs. The adjustments to EBITDA margin in future periods are generally expected to be similar to the kinds of charges and costs excluded from Adjusted EBITDA margin in prior quarters, such as gain on sale or disposition of assets and sublease and acquisition related expenses, among others.  The exclusion of these charges and costs in future periods will have a significant impact on the Company's Adjusted EBITDA margin. 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.

 

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/remax-holdings-reports-second-quarter-2016-results-300309482.html

SOURCE RE/MAX Holdings, Inc.



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