RMAX RE MAX Holdings Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 22, 2024

 

RE/MAX Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-36101		80-0937145
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

 

5075 South Syracuse Street

Denver, Colorado 80237

(Address of principal executive offices, including Zip code)

 

(303) 770-5531

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Class A Common Stock $0.0001 par value per share		RMAX		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 2.02. Results of Operations and Financial Conditions. *

 

On February 22, 2024, RE/MAX Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and full year ended December 31, 2023. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

The Company is also disclosing that it may use the remaxholdings.com, investors.remaxholdings.com, remax.com, mottomortgage.com, and wemlo.io websites as means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

 

On February 22, 2024, Amy Lessinger was promoted to President of RE/MAX, LLC, a subsidiary of the Company (“RE/MAX”). Ms. Lessinger succeeds Nick Bailey, President and CEO of RE/MAX, who is leaving RE/MAX and the Company.

 

Ms. Lessinger, 51, previously served as Senior Vice President, Region Development for RE/MAX, a position she has held since January 2022. Prior to that, she served as Vice President, Business Growth, West Region. Ms. Lessinger has been affiliated with the RE/MAX network for over 25 years. Ms. Lessinger was founding principal and Broker/Owner of RE/MAX Affiliates in Nevada, a RE/MAX franchisee. (Ms. Lessinger sold her ownership in the franchisee prior to beginning employment with RE/MAX.)

 

In her new position, Ms. Lessinger’s annual base salary is $355,000. She will be eligible for an annual long-term incentive grant with a grant date value of 175% of her base salary, which will be 50% performance-based restricted stock units that vest based on Company performance over a three-year period and 50% time-based restricted stock units that vest annually over three years. She will also be eligible for an annual short-term incentive with a target level of 50% of her base salary. Ms. Lessinger does not have an employment agreement. She is eligible for pay and benefits under Company policies including the Company’s Severance and Retirement Policy and the Change in Control Severance Plan.

 

There are no related party transactions between Ms. Lessinger and the Company as defined in Item 404(a) of Regulation S-K. There are no family relationships between Ms. Lessinger and any director, executive officer, or person nominated or chosen to be a director or executive officer of the Company.

 

Item 7.01. Regulation FD Disclosure. *

 

On February 22, 2024, the Company issued a press release regarding Ms. Lessinger’s promotion, two other promotions, and Mr. Bailey’s departure. Abby Lee, who previously served as Senior Vice President, Marketing and Communications, has been promoted to Executive Vice President, Marketing, Communications, and Events. Susie Winders, who previously served as Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary, has been promoted to Executive Vice President, General Counsel, Chief Compliance Officer, and Secretary. Both of these promotions are effective as of February 22, 2024. The press release is furnished herewith as Exhibit 99.2.

 

Item 9.01. Financial Statements and Exhibits. *

 

Exhibit No.		Description
99.1		Earnings press release issued on February 22, 2024
99.2		Press release regarding leadership changes issued on February 22, 2024
104		Cover Page Interactive Data File (formatted as inline XBRL)

 

*                 The information contained in Items 2.02, 7.01, and 9.01 and Exhibits 99.1 and 99.2 of this Current Report on Form 8-K is being “furnished” and shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be set forth by specific reference in such filing.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	RE/MAX HOLDINGS, INC.
Date: February 22, 2024	By:	/s/ Karri Callahan
		Karri Callahan
		Chief Financial Officer

 

 

 

Exhibit 99.1

 

 

 

RE/MAX HOLDINGS, INC. REPORTS 

FOURTH QUARTER AND FULL YEAR 2023 RESULTS 

Total Revenue of $76.6 Million, Adjusted EBITDA of $23.0 Million

 

DENVER, February 22, 2024

 

Fourth Quarter 2023 Highlights 

(Compared to fourth quarter 2022 unless otherwise noted)

 

	§	Total Revenue decreased 5.7% to $76.6 million
	§	Revenue excluding the Marketing Funds1 decreased 5.8% to $56.0 million, driven by negative 5.6% organic growth2 and adverse foreign currency movements of 0.2%
	§	Net loss attributable to RE/MAX Holdings, Inc. of $10.9 million and loss per diluted share (GAAP EPS) of $0.60
	§	Adjusted EBITDA3 decreased 13.4% to $23.0 million, Adjusted EBITDA margin3 of 30.0% and Adjusted earnings per diluted share (Adjusted EPS3) of $0.30
	§	Total agent count increased 0.6% to 144,835 agents
	§	U.S. and Canada combined agent count decreased 4.2% to 80,299 agents
	§	Total open Motto Mortgage franchises increased 6.5% to 246 offices4

 

Full-Year 2023 Highlights 

(Compared to full year 2022 unless otherwise noted)

 

	§	Total Revenue decreased 7.8% to $325.7 million
	§	Revenue excluding the Marketing Funds1 decreased 8.1% to $241.8 million, driven by negative 7.4% organic growth2 and adverse foreign currency movements of 0.7%
	§	Net loss attributable to RE/MAX Holdings, Inc. of $69.0 million and loss per diluted share (GAAP EPS) of $3.81
	§	Adjusted EBITDA3 decreased 20.8% to $96.3 million, Adjusted EBITDA margin3 of 29.6% and Adjusted earnings per diluted share (Adjusted EPS3) of $1.36

 

Operating Statistics as of January 31, 2024 

(Compared to January 31, 2023, unless otherwise noted)

 

	§	Total agent count increased 204 agents to 143,497 agents
	§	U.S. and Canada combined agent count decreased 4.2% to 79,416 agents
	§	Total open Motto Mortgage franchises increased 5.6% to 244 offices4

 

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 quarter and year ended December 31, 2023.

 

“We generated better-than-expected margins in the fourth quarter, driven by our ongoing focus on effective cost management amidst what continues to be a very difficult housing market. Despite macro conditions beyond our control, our expense discipline has allowed us to remain nimble, able to pursue and seize those growth opportunities that we identify as having the greatest potential," said Erik Carlson, RE/MAX Holdings Chief Executive Officer. "Looking ahead to 2024, we believe there are many reasons to be optimistic – encouraging interest rate trends, improving customer sentiment, and ongoing pent-up demand bode well for progressively better housing market performance moving forward.

 

 

Carlson continued: "RE/MAX Holdings is uniquely positioned to benefit when the industry environment improves given our industry-leading brands, highly productive networks, and scaled business model. We believe these strengths, coupled with our strategic growth initiatives, should serve us well in an ascending market. "

 

Fourth Quarter 2023 Operating Results

 

Agent Count

 

The following table compares agent count as of December 31, 2023 and 2022:

 

	As of December 31,							Change
	2023				2022			#				%
U.S.		55,131				58,719			(3,588	)			(6.1	)
Canada		25,168				25,120			48				0.2
Subtotal		80,299				83,839			(3,540	)			(4.2	)
Outside the U.S. & Canada		64,536				60,175			4,361				7.2
Total		144,835				144,014			821				0.6

 

Revenue

 

RE/MAX Holdings generated revenue of $76.6 million in the fourth quarter of 2023, a decrease of $4.7 million, or 5.7%, compared to $81.3 million in the fourth quarter of 2022. Revenue excluding the Marketing Funds was $56.0 million in the fourth quarter of 2023, a decrease of $3.4 million, or 5.8%, versus the same period in 2022. The decrease in Revenue excluding the Marketing Funds was attributable to negative organic revenue growth of 5.6% and adverse foreign-currency movements of 0.2%. Organic growth decreased primarily due to a reduction in U.S. agent count and lower broker fee revenue, partially offset by Mortgage segment growth.

 

Recurring revenue streams, which consist of continuing franchise fees and annual dues, decreased $1.7 million, or 4.0%, compared to the fourth quarter of 2022 and accounted for 70.7% of Revenue excluding the Marketing Funds in the fourth quarter of 2023 compared to 69.4% of Revenue excluding the Marketing Funds in the prior-year period.

 

Operating Expenses

 

Total operating expenses were $86.3 million for the fourth quarter of 2023, an increase of $13.5 million, or 18.5%, compared to $72.8 million in the fourth quarter of 2022. Fourth quarter 2023 total operating expenses increased primarily due to higher impairment charges and selling, operating and administrative expenses, partially offset by reduced Marketing Funds and depreciation and amortization expenses.

 

Selling, operating and administrative expenses were $39.1 million in the fourth quarter of 2023, an increase of $3.4 million, or 9.6%, compared to the fourth quarter of 2022 and represented 69.9% of Revenue excluding the Marketing Funds, compared to 60.0% in the prior-year period. Fourth quarter 2023 selling, operating and administrative expenses increased primarily due to changes in the fair value of the contingent consideration liabilities.

 

 

Net Income (Loss) and GAAP EPS

 

Net loss attributable to RE/MAX Holdings was $10.9 million for the fourth quarter of 2023 compared to net loss of $1.3 million for the fourth quarter of 2022. Reported basic and diluted GAAP loss per share were each $0.60 for the fourth quarter of 2023 compared to basic and diluted GAAP loss per share of $0.07 each in the fourth quarter of 2022.

 

Adjusted EBITDA and Adjusted EPS

 

Adjusted EBITDA was $23.0 million for the fourth quarter of 2023, a decrease of $3.6 million, or 13.4%, compared to the fourth quarter of 2022. Fourth quarter 2023 Adjusted EBITDA decreased primarily due to lower Revenue excluding the Marketing Funds resulting primarily from a decrease in U.S. agent count and lower broker fee revenue, partially offset by lower personnel expenses and legal fees. Adjusted EBITDA margin was 30.0% in the fourth quarter of 2023, compared to 32.7% in the fourth quarter of 2022.

 

Adjusted basic and diluted EPS were each $0.30 for the fourth quarter of 2023 compared to Adjusted basic and diluted EPS of $0.41 each for the fourth quarter of 2022. The ownership structure used to calculate Adjusted basic and diluted EPS for the quarter ended December 31, 2023, assumes RE/MAX Holdings owned 100% of RMCO, LLC (“RMCO”). The weighted average ownership RE/MAX Holdings had in RMCO was 59.2% for the quarter ended December 31, 2023.

 

Balance Sheet

 

As of December 31, 2023, the Company had cash and cash equivalents of $82.6 million, a decrease of $26.0 million from December 31, 2022. As of December 31, 2023, the Company had $444.6 million of outstanding debt, net of an unamortized debt discount and issuance costs, compared to $448.3 million as of December 31, 2022.

 

Share Repurchases and Retirement

 

As previously disclosed, in January 2022 the Company’s Board of Directors authorized a common stock repurchase program of up to $100 million. During the three months ended December 31, 2023, the Company did not repurchase any shares. As of December 31, 2023, $62.5 million remained available under the share repurchase program.

 

Leadership Changes

 

Today the Company announced the promotions of three of its senior leaders – Amy Lessinger, Abby Lee, and Susie Winders – in recognition of their contributions to the Company over their long tenures.

 

Ms. Lessinger is being promoted from Senior Vice President of Region Development for RE/MAX, LLC to President of RE/MAX, LLC, responsible for overseeing the RE/MAX brand and network globally. She succeeds Nick Bailey, President and CEO of RE/MAX, LLC, who is leaving the Company. Ms. Lee, previously Senior Vice President of Marketing and Communications, is being promoted to Executive Vice President of Marketing, Communications, and Events. She will continue to lead advertising, marketing, communications, and public relations for the Company, in addition to managing the Company’s events team. Susie Winders is being promoted from Senior Vice President, General Counsel, Chief Compliance Officer and Secretary to Executive Vice President, General Counsel, Chief Compliance Officer, and Secretary. Ms. Lessinger, Ms. Lee, and Ms. Winders will report directly to RE/MAX Holdings CEO Erik Carlson.

 

Outlook

 

The Company’s first quarter and full-year 2024 Outlook assumes no further currency movements, acquisitions, or divestitures.

 

 

For the first quarter of 2024, RE/MAX Holdings expects:

 

	§	Agent count to change negative 0.5% to positive 0.5% over first quarter 2023;
	§	Revenue in a range of $75.0 million to $80.0 million (including revenue from the Marketing Funds in a range of $19.0 million to $21.0 million); and
	§	Adjusted EBITDA in a range of $16.5 million to $19.5 million.

 

For the full year 2024, the Company expects:

 

	§	Agent count to change negative 0.5% to positive 1.5% over full year 2023;
	§	Revenue in a range of $300.0 million to $320.0 million (including revenue from the Marketing Funds in a range of $78.0 million to $82.0 million); and
	§	Adjusted EBITDA in a range of $90.0 million to $100.0 million.

 

Webcast and Conference Call

 

The Company will host a conference call for interested parties on Friday, February 23, 2024, beginning at 8:30 a.m. Eastern Time. Interested parties can register in advance for the conference call using the link below:

 

https://registrations.events/direct/Q4I94851

 

Interested parties also can access a live webcast through the Investor Relations section of the Company’s website at http://investors.remaxholdings.com. Please dial-in or join the webcast 10 minutes before the start of the conference call. An archive of the webcast will be available on the Company’s website for a limited time as well.

 

Basis of Presentation

 

Unless otherwise noted, the results presented in this press release are consolidated and exclude adjustments attributable to the non-controlling interest.

 

Footnotes:

 

¹Revenue excluding the Marketing Funds is a non-GAAP measure of financial performance that differs from U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and a reconciliation to the most directly comparable U.S. GAAP measure is as follows (in thousands):

 

		Three Months Ended								Year Ended
		December 31,								December 31,
		2023				2022				2023				2022
Revenue excluding the Marketing Funds:
Total revenue		$	76,600			$	81,267			$	325,671			$	353,386
Less: Marketing Funds fees			20,589				21,823				83,861				90,319
Revenue excluding the Marketing Funds		$	56,011			$	59,444			$	241,810			$	263,067

 

²The Company defines organic revenue growth as revenue growth from continuing operations excluding (i) revenue from Marketing Funds, (ii) revenue from acquisitions, and (iii) the impact of foreign currency movements. The Company defines revenue from acquisitions as the revenue generated from the date of an acquisition to its first anniversary (excluding Marketing Funds revenue related to acquisitions where applicable).

 

³Adjusted 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.

 

⁴Total 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 Branchise^SM offices.

 

 

# # #

 

About RE/MAX Holdings, Inc.

 

RE/MAX Holdings, Inc. (NYSE: RMAX) is one of the world’s leading franchisors in the real estate industry, franchising real estate brokerages globally under the RE/MAX^® brand, and mortgage brokerages within the U.S. under the Motto^® Mortgage brand. RE/MAX was founded in 1973 by Dave and Gail Liniger, with an innovative, entrepreneurial culture affording its agents and franchisees the flexibility to operate their businesses with great independence. Now with more than 140,000 agents in over 9,000 offices and a presence in more than 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, the first-and-only national mortgage brokerage franchise brand in the U.S., has grown to over 225 offices across more than 40 states.

 

Forward-Looking Statements

 

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are often identified by the use of words such as “believe,” “intend,” “expect,” “estimate,” “plan,” “outlook,” “project,” “anticipate,” “may,” “will,” “would” and other similar words and expressions that predict or indicate future events or trends that are not statements of historical matters. Forward-looking statements include statements related to agent count; Motto open offices; franchise sales; revenue; operating expenses; the Company’s outlook for the first quarter and full year 2024; non-GAAP financial measures; housing and mortgage market conditions (including interest rate trends, customer sentiment, and pent-up demand); our belief that there are many reasons to be optimistic in 2024 with respect to housing market performance moving forward; and our belief that RE/MAX Holdings is uniquely positioned to benefit when the industry environment improves which should serve the Company well in an ascending market. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily accurately indicate the times at which such performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. These risks and uncertainties include, without limitation, (1) 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 its brands, (7) the Company’s ability to implement its technology initiatives, (8) risks related to the Company’s leadership transition, (9) fluctuations in foreign currency exchange rates, (10) the nature and amount of the exclusion of charges in future periods when determining Adjusted EBITDA is subject to uncertainty and may not be similar to such charges in prior periods, and (11) 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.remaxholdings.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.

 

Investor Contact:	Media Contact:
Andy Schulz	Kimberly Golladay
(303) 796-3287	(303) 224-4258
aschulz@remax.com	kgolladay@remax.com

 

 

TABLE 1

 

RE/MAX Holdings, Inc. 

Consolidated Statements of Income (Loss) 

(In thousands, except share and per share amounts) 

(Unaudited)

 

		Three Months Ended								Year Ended
		December 31,								December 31,
		2023				2022				2023				2022
Revenue:
Continuing franchise fees		$	31,373			$	32,452			$	127,384			$	133,389
Annual dues			8,243				8,829				33,904				35,676
Broker fees			11,544				11,941				51,012				62,939
Marketing Funds fees			20,589				21,823				83,861				90,319
Franchise sales and other revenue			4,851				6,222				29,510				31,063
Total revenue			76,600				81,267				325,671				353,386
Operating expenses:
Selling, operating and administrative expenses			39,131				35,692				171,548				173,980
Marketing Funds expenses			20,589				21,823				83,861				90,319
Depreciation and amortization			8,178				8,914				32,414				35,769
Settlement and impairment charges			18,783				7,100				73,783				15,808
Gain on reduction in tax receivable agreement liability			(381	)			(728	)			(25,298	)			(702	)
Total operating expenses			86,300				72,801				336,308				315,174
Operating income (loss)			(9,700	)			8,466				(10,637	)			38,212
Other expenses, net:
Interest expense			(9,364	)			(7,491	)			(35,741	)			(20,903	)
Interest income			1,102				785				4,420				1,460
Foreign currency transaction gains (losses)			36				(301	)			419				(641	)
Total other expenses, net			(8,226	)			(7,007	)			(30,902	)			(20,084	)
Income (loss) before provision for income taxes			(17,926	)			1,459				(41,539	)			18,128
Provision for income taxes			(453	)			(3,012	)			(56,947	)			(7,371	)
Net income (loss)		$	(18,379	)		$	(1,553	)		$	(98,486	)		$	10,757
Less: net income (loss) attributable to non-controlling interest			(7,472	)			(243	)			(29,464	)			4,647
Net income (loss) attributable to RE/MAX Holdings, Inc.		$	(10,907	)		$	(1,310	)		$	(69,022	)		$	6,110
Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock
Basic		$	(0.60	)		$	(0.07	)		$	(3.81	)		$	0.33
Diluted		$	(0.60	)		$	(0.07	)		$	(3.81	)		$	0.32
Weighted average shares of Class A common stock outstanding
Basic			18,253,608				18,136,970				18,111,409				18,678,774
Diluted			18,253,608				18,136,970				18,111,409				18,844,696
Cash dividends declared per share of Class A common stock		$	—			$	0.23			$	0.69			$	0.92

 

 

TABLE 2

 

RE/MAX Holdings, Inc. 

Consolidated Balance Sheets 

(In thousands, except share and per share amounts) 

(Unaudited)

 

		As of December 31,
		2023				2022
Assets
Current assets:
Cash and cash equivalents		$	82,623			$	108,663
Restricted cash			43,140				29,465
Accounts and notes receivable, current portion, net of allowances			33,427				32,518
Income taxes receivable			1,706				2,138
Other current assets			15,669				20,178
Total current assets			176,565				192,962
Property and equipment, net of accumulated depreciation			8,633				9,793
Operating lease right of use assets			23,013				25,825
Franchise agreements, net			101,516				120,174
Other intangible assets, net			19,176				25,763
Goodwill			241,164				258,626
Deferred tax assets			—				51,441
Income taxes receivable, net of current portion			—				754
Other assets, net of current portion			7,083				9,896
Total assets		$	577,150			$	695,234
Liabilities and stockholders' equity (deficit)
Current liabilities:
Accounts payable		$	4,700			$	6,165
Accrued liabilities			107,434				70,751
Income taxes payable			766				1,658
Deferred revenue			23,077				27,784
Current portion of debt			4,600				4,600
Current portion of payable pursuant to tax receivable agreements			822				1,642
Operating lease liabilities			7,920				7,068
Total current liabilities			149,319				119,668
Debt, net of current portion			439,980				443,720
Payable pursuant to tax receivable agreements, net of current portion			—				24,917
Deferred tax liabilities			10,797				13,113
Deferred revenue, net of current portion			17,607				18,287
Operating lease liabilities, net of current portion			31,479				37,989
Other liabilities, net of current portion			4,029				5,838
Total liabilities			653,211				663,532
Commitments and contingencies
Stockholders' equity (deficit):
Class A common stock, par value $.0001 per share, 180,000,000 shares authorized; 18,269,284 and 17,874,238 shares issued and outstanding as of December 31, 2023 and 2022, 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, 2023 and 2022, respectively			—				—
Additional paid-in capital			550,637				535,566
Accumulated deficit			(140,217	)			(53,999	)
Accumulated other comprehensive income (deficit), net of tax			638				(395	)
Total stockholders' equity attributable to RE/MAX Holdings, Inc.			411,060				481,174
Non-controlling interest			(487,121	)			(449,472	)
Total stockholders' equity (deficit)			(76,061	)			31,702
Total liabilities and stockholders' equity (deficit)		$	577,150			$	695,234

 

 

TABLE 3

 

RE/MAX Holdings, Inc. 

Consolidated Statements of Cash Flows 

(In thousands) 

(Unaudited)

 

		Year Ended
		December 31,
		2023				2022				2021
Cash flows from operating activities:
Net income (loss)		$	(98,486	)		$	10,757			$	(24,620	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			32,414				35,769				31,333
Equity-based compensation expense			19,536				22,044				34,298
Bad debt expense			6,784				2,581				(1,345	)
Deferred income tax expense (benefit)			49,387				(183	)			(2,528	)
Fair value adjustments to contingent consideration			(533	)			(133	)			309
Settlement charge			55,150				—				—
Impairment charge - goodwill			18,633				7,100				5,123
Impairment charge - leased assets			—				6,248				—
Loss (gain) on sale or disposition of assets, net			406				1,320				(6	)
Non-cash lease benefit			(2,847	)			(2,108	)			(1,335	)
Non-cash loss on lease termination			—				1,175				—
Non-cash debt charges			860				861				905
Gain on reduction in tax receivable agreement liability			(25,298	)			(702	)			382
Other, net			62				47				(113	)
Changes in operating assets and liabilities
Accounts and notes receivable, current portion			(8,442	)			2,789				3,329
Other current and noncurrent assets			6,461				5,163				(2,090	)
Other current and noncurrent liabilities			(20,249	)			(17,533	)			11,882
Payments pursuant to tax receivable agreements			(440	)			(3,240	)			(3,444	)
Income taxes receivable/payable			298				(871	)			(9,775	)
Deferred revenue, current and noncurrent			(5,432	)			58				137
Net cash provided by operating activities			28,264				71,142				42,442
Cash flows from investing activities:
Purchases of property, equipment and capitalization of software			(6,419	)			(9,932	)			(15,239	)
Acquisitions, net of cash, cash equivalents and restricted cash acquired in 2021 of $14.1 million			—				—				(180,002	)
Other			776				(1,568	)			319
Net cash used in investing activities			(5,643	)			(11,500	)			(194,922	)
Cash flows from financing activities:
Proceeds from the issuance of debt			—				—				458,850
Payments on debt			(4,600	)			(4,600	)			(227,390	)
Capitalized debt amendment costs			—				—				(3,871	)
Distributions paid to non-controlling unitholders			(8,655	)			(13,832	)			(14,206	)
Dividends and dividend equivalents paid to Class A common stockholders			(13,553	)			(18,186	)			(17,833	)
Payments related to tax withholding for share-based compensation			(4,367	)			(6,524	)			(5,329	)
Common shares repurchased			(3,408	)			(34,101	)			—
Payment of contingent consideration			(1,234	)			(1,120	)			(869	)
Net cash used in financing activities			(35,817	)			(78,363	)			189,352
Effect of exchange rate changes on cash			831				(1,550	)			300
Net decrease in cash, cash equivalents and restricted cash			(12,365	)			(20,271	)			37,172
Cash, cash equivalents and restricted cash, beginning of period			138,128				158,399				121,227
Cash, cash equivalents and restricted cash, end of period		$	125,763			$	138,128			$	158,399

 

 

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,			December 31,
		2023			2023			2023			2023			2022			2022			2022			2022			2021
Agent Count:
U.S.
Company-Owned Regions			48,401			49,576			50,011			50,340			51,491			52,804			53,415			53,338			53,946
Independent Regions			6,730			6,918			6,976			7,110			7,228			7,311			7,410			7,379			7,381
U.S. Total			55,131			56,494			56,987			57,450			58,719			60,115			60,825			60,717			61,327
Canada
Company-Owned Regions			20,270			20,389			20,354			20,172			20,228			20,174			20,098			19,751			19,596
Independent Regions			4,898			4,899			4,864			4,899			4,892			4,844			4,756			4,692			4,548
Canada Total			25,168			25,288			25,218			25,071			25,120			25,018			24,854			24,443			24,144
U.S. and Canada Total			80,299			81,782			82,205			82,521			83,839			85,133			85,679			85,160			85,471
Outside U.S. and Canada
Independent Regions			64,536			63,527			62,305			61,002			60,175			59,167			58,260			57,245			56,527
Outside U.S. and Canada Total			64,536			63,527			62,305			61,002			60,175			59,167			58,260			57,245			56,527
Total			144,835			145,309			144,510			143,523			144,014			144,300			143,939			142,405			141,998

 

 

TABLE 5

 

RE/MAX Holdings, Inc. 

Adjusted EBITDA Reconciliation to Net Income (Loss) 

(In thousands, except percentages) 

(Unaudited)

 

		Three Months Ended								Year Ended
		December 31,								December 31,
		2023				2022				2023				2022
Net income (loss)		$	(18,379	)		$	(1,553	)		$	(98,486	)		$	10,757
Depreciation and amortization			8,178				8,914				32,414				35,769
Interest expense			9,364				7,491				35,741				20,903
Interest income			(1,102	)			(785	)			(4,420	)			(1,460	)
Provision for income taxes			453				3,012				56,947				7,371
EBITDA			(1,486	)			17,079				22,196				73,340
Settlement charge (1)			150				—				55,150				—
Impairment charge - leased assets (2)			—				—				—				6,248
Impairment charge - goodwill (3)			18,633				7,100				18,633				7,100
Loss on lease termination (4)			—				—				—				2,460
Equity-based compensation expense			5,486				4,038				19,536				22,044
Acquisition-related expense (5)			103				(138	)			263				1,859
Fair value adjustments to contingent consideration (6)			(154	)			(1,436	)			(533	)			(133	)
Restructuring charges (7)			(35	)			598				4,210				8,690
Gain on reduction in tax receivable agreement liability (8)			(381	)			(728	)			(25,298	)			(702	)
Other			660				25				2,131				726
Adjusted EBITDA (9)		$	22,976			$	26,538			$	96,288			$	121,632
Adjusted EBITDA Margin (9)			30.0	%			32.7	%			29.6	%			34.4	%

 

(1)	Represents the settlement of industry class-action lawsuits and other legal settlements.
(2)	Represents the impairment recognized on a portion of the Company’s corporate headquarters office building in the prior year.
(3)	During the fourth quarter of 2023, in connection with our annual goodwill impairment test, we concluded that the carrying value of the Mortgage reporting unit within the Mortgage segment exceeded its fair value, resulting in an impairment charge to the Mortgage reporting unit goodwill. In addition, during the fourth quarter of 2022, in connection with the restructuring of the business and technology offerings, the Company made the decision to wind down the Gadberry Group, resulting in an impairment charge to the Gadberry Group reporting unit goodwill.
(4)	During the second quarter of 2022, a loss was recognized in connection with the termination of the booj office lease.
(5)	Acquisition-related expense includes personnel, legal, accounting, advisory and consulting fees incurred in connection with acquisition activities and integration of acquired companies.
(6)	Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities.
(7)	During the third quarter of 2023, the Company announced a reduction in force and reorganization intended to streamline the Company’s operations and yield cost savings over the long term and during the third quarter of 2022, the Company incurred expenses related to a restructuring associated with a shift in its technology offerings strategy.
(8)	Gain on reduction in tax receivable agreement liability is a result of a valuation allowance on deferred tax assets recorded during 2023.
(9)	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 (Loss) and Adjusted Earnings per Share 

(In thousands, except share and per share amounts) 

(Unaudited)

 

		Three Months Ended								Year Ended
		December 31,								December 31,
		2023				2022				2023				2022
Net income (loss)		$	(18,379	)		$	(1,553	)		$	(98,486	)		$	10,757
Amortization of acquired intangible assets			5,741				5,780				23,040				24,333
Provision for income taxes			453				3,012				56,947				7,371
Add-backs:
Settlement charge (1)			150				—				55,150				—
Impairment charge - leased assets (2)			—				—				—				6,248
Impairment charge - goodwill (3)			18,633				7,100				18,633				7,100
Loss on lease termination (4)			—				—				—				2,460
Equity-based compensation expense			5,486				4,038				19,536				22,044
Acquisition-related expense (5)			103				(138	)			263				1,859
Fair value adjustments to contingent consideration (6)			(154	)			(1,436	)			(533	)			(133	)
Restructuring charges (7)			(35	)			598				4,210				8,690
Gain on reduction in tax receivable agreement liability (8)			(381	)			(728	)			(25,298	)			(702	)
Other			660				25				2,131				726
Adjusted pre-tax net income			12,277				16,698				55,593				90,753
Less: Provision for income taxes at 25% (9)			(3,069	)			(4,175	)			(13,898	)			(22,688	)
Adjusted net income (10)		$	9,208			$	12,523			$	41,695			$	68,065
Total basic pro forma shares outstanding			30,813,208				30,696,570				30,671,009				31,238,374
Total diluted pro forma shares outstanding			30,813,208				30,696,570				30,671,009				31,404,296
Adjusted net income basic earnings per share (10)		$	0.30			$	0.41			$	1.36			$	2.18
Adjusted net income diluted earnings per share (10)		$	0.30			$	0.41			$	1.36			$	2.17

 

(1)	Represents the settlement of industry class-action lawsuits and other legal settlements.
(2)	Represents the impairment recognized on a portion of the Company’s corporate headquarters office building in the prior year.
(3)	During the fourth quarter of 2023, in connection with our annual goodwill impairment test, we concluded that the carrying value of the Mortgage reporting unit within the Mortgage segment exceeded its fair value, resulting in an impairment charge to the Mortgage reporting unit goodwill. In addition, during the fourth quarter of 2022, in connection with the restructuring of the business and technology offerings, the Company made the decision to wind down the Gadberry Group, resulting in an impairment charge to the Gadberry Group reporting unit goodwill.
(4)	During the second quarter of 2022, a loss was recognized in connection with the termination of the booj office lease.
(5)	Acquisition-related expense includes personnel, legal, accounting, advisory and consulting fees incurred in connection with acquisition activities and integration of acquired companies.
(6)	Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities.
(7)	During the third quarter of 2023, the Company announced a reduction in force and reorganization intended to streamline the Company’s operations and yield cost savings over the long term and during the third quarter of 2022, the Company incurred expenses related to a restructuring associated with a shift in its technology offerings strategy.
(8)	Gain on reduction in tax receivable agreement liability is a result of a valuation allowance on deferred tax assets recorded during 2023.
(9)	The long-term tax rate assumes the exchange of all outstanding non-controlling interest partnership units for Class A Common Stock that (a) removes the impact of unusual, non-recurring tax matters and (b) does not estimate the residual impacts to foreign taxes of additional step-ups in tax basis from an exchange because that is dependent on stock prices at the time of such exchange and the calculation is impracticable.
(10)	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,
		2023				2022				2023				2022
Total basic weighted average shares outstanding:
Weighted average shares of Class A common stock outstanding			18,253,608				18,136,970				18,111,409				18,678,774
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			30,813,208				30,696,570				30,671,009				31,238,374
Total diluted weighted average shares outstanding:
Weighted average shares of Class A common stock outstanding			18,253,608				18,136,970				18,111,409				18,678,774
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)			—				—				—				165,922
Total diluted pro forma weighted average shares outstanding			30,813,208				30,696,570				30,671,009				31,404,296

 

(1)	In accordance with the treasury stock method.

 

 

TABLE 8

 

RE/MAX Holdings, Inc. 

Adjusted Free Cash Flow & Unencumbered Cash 

(Unaudited)

 

		Year Ended
		December 31,
		2023				2022
Cash flow from operations		$	28,264			$	71,142
Less: Purchases of property, equipment and capitalization of software			(6,419	)			(9,932	)
(Increases) decreases in restricted cash of the Marketing Funds (1)			13,825				2,664
Adjusted free cash flow (2)			35,670				63,874
Adjusted free cash flow (2)			35,670				63,874
Less: Tax/Other non-dividend distributions to RIHI			(12	)			(2,276	)
Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)			35,658				61,598
Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)			35,658				61,598
Less: Debt principal payments			(4,600	)			(4,600	)
Unencumbered cash generated (2)		$	31,058			$	56,998
Summary
Cash flow from operations		$	28,264			$	71,142
Adjusted free cash flow (2)		$	35,670			$	63,874
Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)		$	35,658			$	61,598
Unencumbered cash generated (2)		$	31,058			$	56,998
Adjusted EBITDA (2)		$	96,288			$	121,632
Adjusted free cash flow as % of Adjusted EBITDA (2)			37.0	%			52.5	%
Adjusted free cash flow less distributions to RIHI as % of Adjusted EBITDA (2)			37.0	%			50.6	%
Unencumbered cash generated as % of Adjusted EBITDA (2)			32.3	%			46.9	%

 

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

 

Revenue excluding the Marketing Funds is calculated directly from our consolidated financial statements as Total revenue less Marketing Funds fees.

 

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, settlement and 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, restructuring charges 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;
	·	these measures do not reflect the cash requirements for share repurchases;
	·	these measures do not reflect the cash requirements for the settlement of industry class-action lawsuits and other legal settlements;
	·	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 or loss on sale or disposition of assets and sublease, settlement and impairment charges, equity-based compensation expense, acquisition-related expense, gains or losses from changes in the tax receivable agreement liability, expense or income related to changes in the fair value measurement of contingent consideration, restructuring charges and other non-recurring items. 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, restructuring charges 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.

 

Adjusted 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 adjusted free cash flow is removed. The Company believes adjusted 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.

 

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

 

 

Exhibit 99.2

 

 

RE/MAX HOLDINGS, INC. PROMOTES

AMY LESSINGER TO PRESIDENT OF RE/MAX, LLC,

ABBY LEE TO EVP OF MARKETING, COMMUNICATIONS, AND EVENTS, AND
SUSIE WINDERS TO EVP, GENERAL COUNSEL

 

DENVER, Feb. 22, 2024 — RE/MAX Holdings, Inc. (the “Company”) (NYSE: RMAX), parent company of RE/MAX, LLC, one of the world's leading franchisors of real estate brokerage services, and of Motto Mortgage, the first and only national mortgage brokerage franchise brand in the U.S., today announced the promotions of three of its senior leaders, Amy Lessinger, Abby Lee, and Susie Winders, in recognition of their contributions to the Company over their long tenures.

 

Ms. Lessinger is being promoted from Senior Vice President of Region Development for RE/MAX, LLC to President of RE/MAX, LLC, responsible for overseeing the RE/MAX brand and network globally. She succeeds Nick Bailey, President and CEO of RE/MAX, LLC, who is leaving the Company. Ms. Lee, previously Senior Vice President of Marketing and Communications, is being promoted to Executive Vice President of Marketing, Communications, and Events. She will continue to lead advertising, marketing, communications, and public relations, in addition to managing the Company’s events team. Susie Winders is being promoted from Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary to Executive Vice President, General Counsel, Chief Compliance Officer, and Secretary. Ms. Lessinger, Ms. Lee, and Ms. Winders will report directly to RE/MAX Holdings CEO Erik Carlson.

 

Mr. Carlson said: “As we continue to leverage our industry-leading brands, attractive franchise model, and unique competitive advantages, I look forward to working with Amy, Abby, Susie, and our broader leadership team to drive forward our focus on providing our brands’ broker/owners, agents, and loan originators with the resources and services they need to help them thrive, which should benefit all of our stakeholders.”

 

Dave Liniger, Chairman of the Company’s Board and RE/MAX Co-Founder added: “I am delighted to recognize Amy, Abby, and Susie for their accomplishments. They are exceptional leaders who have each played a meaningful role in our Company’s success by tirelessly promoting our strong brands and supporting our highly productive networks.”

 

 

About Amy Lessinger

 

Amy Lessinger leads all aspects of the RE/MAX network globally, driving growth worldwide, overseeing the development and delivery of RE/MAX, LLC support services to franchisees and agents, and setting the vision for the brand. She was previously Senior Vice President, Region Development. Ms. Lessinger joined the network in 1998 as an agent with a RE/MAX brokerage in Reno, Nevada, eventually becoming a team leader. In 2005, she joined RE/MAX Realty Affiliates by opening a new office in Reno and partnering with the Broker/Owner of offices in Carson City and Gardnerville, Nevada. In 2020, she sold her ownership interest in the brokerage and joined the RE/MAX World Headquarters team as Vice President of Region Development. Ms. Lessinger earned a bachelor’s degree from the University of Nevada.

 

About Abby Lee

 

Abby Lee oversees the RE/MAX brand image globally, including the planning and execution of advertising and marketing campaigns, communications, and events. Ms. Lee was previously Senior Vice President of Marketing and Communications. She joined RE/MAX in 1998 and is a five-time RISMedia Newsmaker honoree. Ms. Lee is a graduate of Denison University and is a third-generation real estate agent, holding her broker license since 2007.

 

About Susie Winders

 

Susie Winders leads the Company’s legal and contracts departments, which oversee corporate governance and compliance, trademark and advertising, franchising, mergers and acquisitions, contracts and licensing, litigation, privacy, and employment matters. Ms. Winders was previously Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary. She earned her Juris Doctorate from Northwestern University and served as a litigation lawyer with international law firm Jones Day prior to joining RE/MAX in 2009 as Senior Litigation Counsel.

 

# # #

 

About RE/MAX Holdings, Inc. 

 

RE/MAX Holdings, Inc. (NYSE: RMAX) is one of the world’s leading franchisors in the real estate industry, franchising real estate brokerages globally under the RE/MAX® brand, and mortgage brokerages within the U.S. under the Motto® Mortgage brand. RE/MAX was founded in 1973 by Dave and Gail Liniger, with an innovative, entrepreneurial culture affording its agents and franchisees the flexibility to operate their businesses with great independence. Now with more than 140,000 agents in over 9,000 offices across more than 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 225 offices across almost 40 states.

 

 

Forward-Looking Statements

 

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are often identified by the use of words such as "believe," "intend," "expect," "estimate," "plan," "outlook," "project," "anticipate," "may," "will," "would," and other similar words and expressions that predict or indicate future events or trends that are not statements of historical matters. Forward-looking statements include statements related to: the expected benefits to the Company of the promotions of Amy Lessinger, Abby Lee, and Susie Winders; the continued leverage of the Company’s competitive advantages; and driving forward the Company’s focus on providing its agents and brokers with the resources and services they need to help them thrive which should benefit all stakeholders. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily accurately indicate the times at which such performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. These risks and uncertainties include, without limitation, (1) 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 its brands, (7) the Company’s ability to implement its technology initiatives, (8) risks related to the Company’s leadership transition, (9) fluctuations in foreign currency exchange rates, (10) the nature and amount of the exclusion of charges in future periods when determining Adjusted EBITDA is subject to uncertainty and may not be similar to such charges in prior periods, and (11) 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.remaxholdings.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.

 

Investor Contact:		Media Contact:
Andy Schulz		Kimberly Golladay
303-796-3287		303-224-4258
aschulz@remax.com		kgolladay@remax.com

 

 

v3.24.0.1

Cover	Feb. 22, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 22, 2024
Entity File Number	001-36101
Entity Registrant Name	RE/MAX Holdings, Inc.
Entity Central Index Key	0001581091
Entity Tax Identification Number	80-0937145
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	5075 South Syracuse Street
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80237
City Area Code	303
Local Phone Number	770-5531
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock $0.0001 par value per share
Trading Symbol	RMAX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

---