RE/MAX Holdings Reports Second Quarter 2016 Results

OREANDA-NEWS. August 05, 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 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 Count
The following compares agent count at the end of the second quarter 2016 to the prior-year period:

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:

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. 

¹ 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.

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.