Re/max Holdings, Inc.NYSE: RMAX

Re/max Holdings, Inc. reports second quarter 2025 results

Total Revenue of $72.8 Million, Adjusted EBITDA of $26.3 Million

DENVER, July 29, 2025 /PRNewswire/ --

Second Quarter 2025 Highlights
(Compared to second quarter 2024 unless otherwise noted)

  • Total Revenue decreased 7.3% to $72.8 million

  • Revenue excluding the Marketing Funds1 decreased 6.8% to $54.5 million, driven by negative 5.7% organic revenue growth2 and 1.1% adverse foreign currency movements

  • Net income attributable to RE/MAX Holdings, Inc. of $4.7 million and income per diluted share (GAAP EPS) of $0.23

  • Adjusted EBITDA3 decreased 6.4% to $26.3 million, Adjusted EBITDA margin3 of 36.1% and Adjusted earnings per diluted share (Adjusted EPS3) of $0.39

  • Total agent count increased 2.5% to 147,073 agents

  • U.S. and Canada combined agent count decreased 5.0% to 74,635 agents

  • Total open Motto Mortgage franchises decreased 9.1% to 219 offices4

RE/MAX Holdings, Inc. (the "Company" or "RE/MAX Holdings") (NYSE: RMAX), parent company of REMAX, one of the world's leading franchisors of real estate brokerage services, and Motto Mortgage ("Motto"), the first and only national mortgage brokerage franchise brand in the U.S., today announced operating results for the quarter ended June 30, 2025.

"Our total agent count was at an all-time high at the end of the second quarter, and we had our best quarter of U.S. agent count performance since the second quarter of 2022, as agents recognize the power of our brand, scale, and continually improving value proposition," said Erik Carlson, RE/MAX Holdings Chief Executive Officer.  "Additionally, for the fifth consecutive quarter we delivered profit and margin performance that exceeded our expectations, driven by our ongoing commitment to operational excellence."

Continued Carlson: "While we continue to navigate through existing uncertainty in the housing and macroeconomic climate, our team remains focused on delivering an exceptional customer experience. Our innovative onboarding program, ASPIRE, has been well received by our network, and we continue to lean into new ways for our affiliates to win more listings, save time, and build more profitable businesses.  These include a new AI powered global referral system we launched during the second quarter to help REMAX agents harness the power, size and scale of our network and a new pricing engine to help our Motto loan officers increase their efficiency and better serve their customers."

Second Quarter 2025 Operating Results

Agent Count

The following table compares agent count as of June 30, 2025 and 2024:

As of June 30, 

Change

2025

2024

#

%

U.S.

49,669

53,406

(3,737)

(7.0)

Canada

24,966

25,193

(227)

(0.9)

Subtotal

74,635

78,599

(3,964)

(5.0)

Outside the U.S. & Canada

72,438

64,943

7,495

11.5

Total

147,073

143,542

3,531

2.5

Revenue

RE/MAX Holdings generated revenue of $72.8 million in the second quarter of 2025, a decrease of $5.7 million, or 7.3%, compared to $78.5 million in the second quarter of 2024. Revenue excluding the Marketing Funds was $54.5 million in the second quarter of 2025, a decrease of $3.9 million, or 6.8%, versus the same period in 2024. The decrease in Revenue excluding the Marketing Funds was attributable to a decline in organic revenue of 5.7% and adverse foreign currency movements of 1.1%. The reduction in organic revenue was principally driven by a decrease in U.S. agent count, lower Broker Fees revenue, and a decline in revenue from previous acquisitions (excluding Independent Region acquisitions).

Recurring revenue streams, which consist of continuing franchise fees and annual dues, decreased $1.8 million, or 4.7%, compared to the second quarter of 2024 and accounted for 67.3% of Revenue excluding the Marketing Funds in the second quarter of 2025 compared to 65.9% in the prior-year period.

Operating Expenses

Total operating expenses were $58.7 million for the second quarter of 2025, a decrease of $3.6 million, or 5.7%, compared to $62.3 million in the second quarter of 2024. Second quarter 2025 total operating expenses decreased primarily due to lower Marketing Funds, selling, operating and administrative and depreciation and amortization expenses.

Selling, operating and administrative expenses were $33.9 million in the second quarter of 2025, a decrease of $1.0 million, or 2.8%, compared to the second quarter of 2024 and represented 62.2% of Revenue excluding the Marketing Funds, compared to 59.7% in the prior-year period. Second quarter 2025 selling, operating and administrative expenses decreased primarily due to certain lower personnel expenses, partially offset by severance expenses from a restructuring in the current year and investments in our flagship websites.

Net Income and GAAP EPS

Net income attributable to RE/MAX Holdings was $4.7 million for the second quarter of 2025 compared to net income of $3.7 million for the second quarter of 2024. Reported basic and diluted GAAP earnings per share were $0.23 each for the second quarter of 2025 compared to basic and diluted GAAP earnings per share of $0.20 and $0.19, respectively, in the second quarter of 2024.

Adjusted EBITDA and Adjusted EPS

Adjusted EBITDA was $26.3 million for the second quarter of 2025, a decrease of $1.8 million, or 6.4%, compared to the second quarter of 2024. Second quarter 2025 Adjusted EBITDA decreased primarily due to declines in U.S. agent count, a decrease in Broker Fee revenue, lower revenue from previous acquisitions (excluding Independent Region acquisitions), lower Franchise sales revenue and an increase in property tax expense, partially offset by certain lower personnel expenses. Adjusted EBITDA margin was 36.1% in the second quarter of 2025, compared to 35.8% in the second quarter of 2024.

Adjusted basic and diluted EPS were $0.39 each for the second quarter of 2025 compared to Adjusted basic and diluted EPS of $0.41 each for the second quarter of 2024. The ownership structure used to calculate Adjusted basic and diluted EPS for the quarter ended June 30, 2025, assumes RE/MAX Holdings owned 100% of RMCO, LLC ("RMCO"). The weighted average ownership RE/MAX Holdings had in RMCO was 61.4% for the quarter ended June 30, 2025.

Balance Sheet

As of June 30, 2025, the Company had cash and cash equivalents of $94.3 million, a decrease of $2.3 million from December 31, 2024. As of June 30, 2025, the Company had $439.0 million of outstanding debt, net of an unamortized debt discount and issuance costs, compared to $440.8 million as of December 31, 2024.

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 June 30, 2025, the Company did not repurchase any shares. As of June 30, 2025, $62.5 million remained available under the share repurchase program.

Outlook

The Company's third quarter and full year 2025 Outlook assumes no further currency movements, acquisitions, or divestitures.

For the third quarter of 2025, RE/MAX Holdings expects:

  • Agent count to increase 1.0% to 2.0% over third quarter 2024;

  • Revenue in a range of $71.0 million to $76.0 million (including revenue from the Marketing Funds in a range of $17.0 million to $19.0 million); and

  • Adjusted EBITDA in a range of $23.5 million to $26.5 million.

For the full year 2025, the Company now expects:

  • Agent count in a range from 0.0% to positive 1.5% over full year 2024, a change from negative 1.0% to positive 1.0%;

  • Revenue in a range of $290.0 million to $296.0 million (including revenue from the Marketing Funds in a range of $72.0 million to $74.0 million), a change from $290.0 million to $310.0 million (including revenue from the Marketing Funds in a range of $71.0 million to $75.0 million); and

  • Adjusted EBITDA in a range of $90.0 million to $95.0 million, a change from $90.0 million to $100.0 million.

Webcast and Conference Call

The Company will host a conference call for interested parties on Wednesday, July 30, 2025, 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/Q4I941156

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

Six Months Ended

June 30, 

June 30, 

2025

2024

2025

2024

Revenue excluding the Marketing Funds:

Total revenue

$

72,750

$

78,453

$

147,217

$

156,740

Less: Marketing Funds fees

18,273

20,027

37,137

40,233

Revenue excluding the Marketing Funds

$

54,477

$

58,426

$

110,080

$

116,507

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 second 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 BranchiseSM 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 REMAX® brand, and mortgage brokerages within the U.S. under the Motto® Mortgage brand. REMAX 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 145,000 agents in nearly 9,000 offices and a presence in more than 110 countries and territories, nobody in the world sells more real estate than REMAX, as measured by total residential transaction sides. Dedicated to innovation and change in the real estate industry, RE/MAX Holdings 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 over 210 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; the Company's outlook for the third quarter and full year 2025; non-GAAP financial measures; housing and mortgage market conditions; operational efficiencies; our focus on delivering an exceptional customer experience;  new initiatives and strategic programs and the expected results thereof; our leaning into new ways for our affiliates to win more listings, save time, and build more profitable businesses; and agents recognizing the Company's value proposition and brand.  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, including enacted and proposed tariffs and other trade policies which could impact the global economy, (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.

TABLE 1

RE/MAX Holdings, Inc.

Consolidated Statements of Income (Loss)

(In thousands, except share and per share amounts)

(Unaudited)

Three Months Ended

Six Months Ended

June 30, 

June 30, 

2025

2024

2025

2024

Revenue:

Continuing franchise fees

$

28,992

$

30,340

$

58,343

$

61,425

Annual dues

7,693

8,151

15,482

16,376

Broker fees

13,454

14,528

24,885

25,244

Marketing Funds fees

18,273

20,027

37,137

40,233

Franchise sales and other revenue

4,338

5,407

11,370

13,462

Total revenue

72,750

78,453

147,217

156,740

Operating expenses:

Selling, operating and administrative expenses

33,888

34,851

76,916

80,556

Marketing Funds expenses

18,273

20,027

37,137

40,233

Depreciation and amortization

6,601

7,400

13,190

15,252

Settlement and impairment charges

(57)

—

562

—

Total operating expenses

58,705

62,278

127,805

136,041

Operating income (loss)

14,045

16,175

19,412

20,699

Other expenses, net:

Interest expense

(7,982)

(9,191)

(15,906)

(18,447)

Interest income

841

949

1,749

1,950

Foreign currency transaction gains (losses)

(43)

(270)

240

(642)

Total other expenses, net

(7,184)

(8,512)

(13,917)

(17,139)

Income (loss) before provision for income taxes

6,861

7,663

5,495

3,560

Provision for income taxes

(163)

(1,473)

(2,033)

(2,977)

Net income (loss)

$

6,698

$

6,190

$

3,462

$

583

Less: net income (loss) attributable to non-controlling interest

2,013

2,485

735

231

Net income (loss) attributable to RE/MAX Holdings, Inc.

$

4,685

$

3,705

$

2,727

$

352

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

Basic

$

0.23

$

0.20

$

0.14

$

0.02

Diluted

$

0.23

$

0.19

$

0.14

$

0.02

Weighted average shares of Class A common stock outstanding

Basic

19,967,508

18,853,929

19,629,859

18,667,889

Diluted

20,174,365

19,003,962

20,052,596

18,853,020

 TABLE 2

RE/MAX Holdings, Inc.

Consolidated Balance Sheets

 (In thousands, except share and per share amounts)

(Unaudited)

As of

June 30, 

December 31, 

2025

2024

Assets

Current assets:

Cash and cash equivalents

$

94,313

$

96,619

Restricted cash

75,479

72,668

Accounts and notes receivable, net of allowances

31,422

27,807

Income taxes receivable

9,242

7,592

Other current assets

10,442

13,825

Total current assets

220,898

218,511

Property and equipment, net of accumulated depreciation

6,896

7,578

Operating lease right of use assets

15,167

17,778

Franchise agreements, net

74,840

81,186

Other intangible assets, net

11,804

13,382

Goodwill

239,548

237,239

Income taxes receivable, net of current portion

355

355

Other assets, net of current portion

5,289

5,565

Total assets

$

574,797

$

581,594

Liabilities and stockholders' equity (deficit)

Current liabilities:

Accounts payable

$

4,723

$

5,761

Accrued liabilities

98,800

110,859

Income taxes payable

96

541

Deferred revenue

22,694

22,848

Debt

4,600

4,600

Payable pursuant to tax receivable agreements

779

1,537

Operating lease liabilities

8,908

8,556

Total current liabilities

140,600

154,702

Debt, net of current portion

434,369

436,243

Deferred tax liabilities

8,454

8,448

Deferred revenue, net of current portion

13,558

14,778

Operating lease liabilities, net of current portion

18,220

22,669

Other liabilities, net of current portion

3,161

3,148

Total liabilities

618,362

639,988

Commitments and contingencies

Stockholders' equity (deficit):

Class A common stock, par value $.0001 per share, 180,000,000 shares authorized; 20,028,058 and 18,971,435 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

2

2

Class B common stock, par value $.0001 per share, 1,000 shares authorized; 1 share issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

—

—

Additional paid-in capital

573,786

565,072

Accumulated deficit

(131,330)

(133,727)

Accumulated other comprehensive income (deficit), net of tax

(27)

(1,864)

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

442,431

429,483

Non-controlling interest

(485,996)

(487,877)

Total stockholders' equity (deficit)

(43,565)

(58,394)

Total liabilities and stockholders' equity (deficit)

$

574,797

$

581,594

TABLE 3

RE/MAX Holdings, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Six Months Ended

June 30, 

2025

2024

Cash flows from operating activities:

Net income (loss)

$

3,462

$

583

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization

13,190

15,252

Equity-based compensation expense

9,314

9,825

Bad debt expense

1,966

1,552

Deferred income tax expense (benefit)

(143)

4,097

Fair value adjustments to contingent consideration

16

137

Settlement and impairment charges

562

—

Non-cash lease benefit

(1,633)

(1,378)

Non-cash debt charges

427

429

Payment of contingent consideration in excess of acquisition date fair value

—

(240)

Other, net

240

97

Changes in operating assets and liabilities

(17,188)

(5,088)

Net cash provided by operating activities

10,213

25,266

Cash flows from investing activities:

Purchases of property, equipment and capitalization of software

(3,307)

(4,510)

Other

—

417

Net cash used in investing activities

(3,307)

(4,093)

Cash flows from financing activities:

Payments on debt

(2,300)

(2,300)

Dividends and dividend equivalents paid to Class A common stockholders

(330)

(587)

Payments related to tax withholding for share-based compensation

(4,343)

(2,505)

Payment of contingent consideration

(791)

—

Other financing

(30)

5

Net cash used in financing activities

(7,794)

(5,387)

Effect of exchange rate changes on cash

1,393

(875)

Net increase in cash, cash equivalents and restricted cash

505

14,911

Cash, cash equivalents and restricted cash, beginning of period

169,287

125,763

Cash, cash equivalents and restricted cash, end of period

$

169,792

$

140,674

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,

September 30,

June 30,

2025

2025

2024

2024

2024

2024

2023

2023

2023

Agent Count:

U.S.

Company-Owned Regions

43,363

43,543

44,911

46,283

46,780

47,302

48,401

49,576

50,011

Independent Regions

6,306

6,311

6,375

6,525

6,626

6,617

6,730

6,918

6,976

U.S. Total

49,669

49,854

51,286

52,808

53,406

53,919

55,131

56,494

56,987

Canada

Company-Owned Regions

20,060

20,227

20,311

20,515

20,347

20,151

20,270

20,389

20,354

Independent Regions

4,906

4,929

4,860

4,878

4,846

4,885

4,898

4,899

4,864

Canada Total

24,966

25,156

25,171

25,393

25,193

25,036

25,168

25,288

25,218

U.S. and Canada Total

74,635

75,010

76,457

78,201

78,599

78,955

80,299

81,782

82,205

Outside U.S. and Canada

Independent Regions

72,438

71,116

70,170

67,282

64,943

64,332

64,536

63,527

62,305

Outside U.S. and Canada Total

72,438

71,116

70,170

67,282

64,943

64,332

64,536

63,527

62,305

Total

147,073

146,126

146,627

145,483

143,542

143,287

144,835

145,309

144,510

TABLE 5

RE/MAX Holdings, Inc.

Adjusted EBITDA Reconciliation to Net Income (Loss)

 (In thousands, except percentages)

(Unaudited)

Three Months Ended

Six Months Ended

June 30, 

June 30, 

2025

2024

2025

2024

Net income (loss)

$

6,698

$

6,190

$

3,462

$

583

Depreciation and amortization

6,601

7,400

13,190

15,252

Interest expense

7,982

9,191

15,906

18,447

Interest income

(841)

(949)

(1,749)

(1,950)

Provision for income taxes

163

1,473

2,033

2,977

EBITDA

20,603

23,305

32,842

35,309

Settlement and impairment charges (1)

(57)

—

562

—

Equity-based compensation expense

2,968

3,902

9,314

9,825

Fair value adjustments to contingent consideration (2)

(100)

103

16

137

Restructuring charges (3)

2,840

(9)

2,737

(41)

Other adjustments (4)

12

775

82

1,839

Adjusted EBITDA (5)

$

26,266

$

28,076

$

45,553

$

47,069

Adjusted EBITDA Margin (5)

36.1

%

35.8

%

30.9

%

30.0

%

(1)

Represents the settlement of an immaterial legal matter and an impairment recognized on an office lease in Canada in the first quarter of 2025.

(2)

Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities.

(3)

During the second quarter of 2025, the Company restructured its support services intended to further enhance the overall customer experience.

(4)

Other adjustments are primarily made up of employee retention-related expenses from the Company's CEO transition in the prior year.

(5)

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

Six Months Ended

June 30, 

June 30, 

2025

2024

2025

2024

Net income (loss)

$

6,698

$

6,190

$

3,462

$

583

Amortization of acquired intangible assets

4,416

4,943

8,800

10,413

Provision for income taxes

163

1,473

2,033

2,977

Add-backs:

Settlement and impairment charges (1)

(57)

—

562

—

Equity-based compensation expense

2,968

3,902

9,314

9,825

Fair value adjustments to contingent consideration (2)

(100)

103

16

137

Restructuring charges (3)

2,840

(9)

2,737

(41)

Other adjustments (4)

12

775

82

1,839

Adjusted pre-tax net income

16,940

17,377

27,006

25,733

Less: Provision for income taxes at 25% (5)

(4,235)

(4,344)

(6,752)

(6,433)

Adjusted net income (6)

$

12,705

$

13,033

$

20,254

$

19,300

Total basic pro forma shares outstanding

32,527,108

31,413,529

32,189,459

31,227,489

Total diluted pro forma shares outstanding

32,733,965

31,563,562

32,612,196

31,412,620

Adjusted net income basic earnings per share (6)

$

0.39

$

0.41

$

0.63

$

0.62

Adjusted net income diluted earnings per share (6)

$

0.39

$

0.41

$

0.62

$

0.61

(1)

Represents the settlement of an immaterial legal matter and an impairment recognized on an office lease in Canada in the first quarter of 2025.

(2)

Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities.

(3)

During the second quarter of 2025, the Company restructured its support services intended to further enhance the overall customer experience.

(4)

Other adjustments are primarily made up of employee retention-related expenses from the Company's CEO transition in the prior year and expenses related to prior period organizational restructuring.

(5)

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.

(6)

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

Six Months Ended

June 30, 

June 30, 

2025

2024

2025

2024

Total basic weighted average shares outstanding:

Weighted average shares of Class A common stock outstanding

19,967,508

18,853,929

19,629,859

18,667,889

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

32,527,108

31,413,529

32,189,459

31,227,489

Total diluted weighted average shares outstanding:

Weighted average shares of Class A common stock outstanding

19,967,508

18,853,929

19,629,859

18,667,889

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)

206,857

150,033

422,737

185,131

Total diluted pro forma weighted average shares outstanding

32,733,965

31,563,562

32,612,196

31,412,620

(1)    In accordance with the treasury stock method.

TABLE 8

RE/MAX Holdings, Inc.

Adjusted Free Cash Flow & Unencumbered Cash

(Unaudited)

Six Months Ended

June 30, 

2025

2024

Cash flow from operations

$

10,213

$

25,266

Less: Purchases of property, equipment and capitalization of software

(3,307)

(4,510)

(Increases) decreases in restricted cash of the Marketing Funds (1)

2,889

(3,970)

Adjusted free cash flow (2)

9,795

16,786

Adjusted free cash flow (2)

9,795

16,786

Less: Tax/Other non-dividend distributions to RIHI

—

—

Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)

9,795

16,786

Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)

9,795

16,786

Less: Debt principal payments

(2,300)

(2,300)

Unencumbered cash generated (2)

$

7,495

$

14,486

Summary

Cash flow from operations

$

10,213

$

25,266

Adjusted free cash flow (2)

$

9,795

$

16,786

Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)

$

9,795

$

16,786

Unencumbered cash generated (2)

$

7,495

$

14,486

Adjusted EBITDA (2)

$

45,553

$

47,069

Adjusted free cash flow as % of Adjusted EBITDA (2)

21.5 %

35.7 %

Adjusted free cash flow less distributions to RIHI as % of Adjusted EBITDA (2)

21.5 %

35.7 %

Unencumbered cash generated as % of Adjusted EBITDA (2)

16.5 %

30.8 %

(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) 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 (loss), Adjusted basic and diluted earnings per share (Adjusted EPS) and adjusted free cash flow. These measures are derived based on 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. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.

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 settlements of certain 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 (loss) is calculated as Net income (loss) 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 (loss) (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 (loss) 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, Inc. ("RIHI"), an entity majority owned and controlled by David Liniger, our Chairman and Co-Founder, and by Gail Liniger, our Vice Chair Emerita and Co-Founder, 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.

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SOURCE RE/MAX Holdings, Inc.