RE/MAX HOLDINGS, INC. REPORTS FIRST QUARTER 2025 RESULTS

Rhea-AI Summary

RE/MAX Holdings (NYSE: RMAX) reported its Q1 2025 financial results, showing mixed performance. Total revenue decreased 4.9% to $74.5 million, while Adjusted EBITDA increased 1.5% to $19.3 million with a margin of 25.9%. The company reported a net loss of $(2.0) million, with loss per share of $(0.10). Total agent count grew 2.0% to 146,126 agents globally, though U.S. and Canada combined agent count declined 5.0% to 75,010. Notable operational metrics include a 7.8% decrease in Motto Mortgage franchises to 224 offices. The company's outlook for Q2 2025 projects revenue between $70.0-$75.0 million and Adjusted EBITDA of $22.5-$25.5 million, while full-year 2025 guidance estimates revenue of $290.0-$310.0 million with Adjusted EBITDA between $90.0-$100.0 million.

Positive

• Adjusted EBITDA increased 1.5% to $19.3 million with improved margin of 25.9% vs 24.3% YoY
• Global agent count grew 2.0% to 146,126 agents, with 10.5% growth outside U.S. & Canada
• Strong cash position with $89.1 million in cash and cash equivalents
• Recurring revenue streams account for 66.8% of Revenue excluding Marketing Funds

Negative

• Total revenue declined 4.9% to $74.5 million YoY
• Net loss of $(2.0) million with loss per share of $(0.10)
• U.S. and Canada combined agent count decreased 5.0% to 75,010 agents
• Motto Mortgage franchises decreased 7.8% to 224 offices
• U.S. agent count specifically declined 7.5% to 49,854 agents

Insights

Financial Analyst

RE/MAX delivers mixed Q1 results with 4.9% revenue decline but improved Adjusted EBITDA margin of 25.9%, showing effective cost management despite U.S. agent count challenges.

RE/MAX's Q1 2025 results demonstrate the company's resilience amid revenue challenges. While total revenue decreased $3.8 million or 4.9% to $74.5 million, profitability metrics showed improvement with Adjusted EBITDA growing 1.5% to $19.3 million and Adjusted EBITDA margin expanding to 25.9% from 24.3% in Q1 2024.

This margin expansion is particularly notable given the revenue contraction and reflects aggressive cost control. Total operating expenses decreased 6.3% to $69.1 million, with selling, operating and administrative expenses down 5.9%. These efficiency gains effectively offset the negative impact of the 7.5% U.S. agent count decline.

The company's recurring revenue streams, consisting of continuing franchise fees and annual dues, remain substantial at 66.8% of Revenue excluding Marketing Funds, though slightly down from 67.7% in the prior-year period. This recurring revenue base provides stability despite market fluctuations.

The balance sheet holds $89.1 million in cash and cash equivalents with debt at $439.9 million, representing minimal change in leverage. The net loss of $(2.0) million represents an improvement from the $(3.4) million loss reported in Q1 2024.

Management's outlook suggests cautious optimism with Q2 revenue projected between $70.0-$75.0 million and Adjusted EBITDA between $22.5-$25.5 million. Full-year revenue is expected between $290.0-$310.0 million with Adjusted EBITDA between $90.0-$100.0 million, indicating continued focus on operational efficiency to drive profitability despite top-line pressures.

Real Estate Industry Expert

RE/MAX's 10.5% international agent growth offsets 7.5% U.S. decline, revealing regional disparities while strategic initiatives aim to bolster North American recruitment.

The agent count metrics reveal critical regional disparities in RE/MAX's performance. While total agent count increased 2.0% to 146,126, this growth came entirely from international markets which surged 10.5% to 71,116 agents, now representing nearly half of the company's global network.

North American markets present significant challenges. U.S. agent count fell 7.5% to 49,854, continuing a multi-quarter decline from 53,919 in Q1 2024 and 55,131 in Q4 2023. Canada remained relatively stable with a slight 0.5% increase to 25,156 agents. This regional dichotomy has become a defining feature of RE/MAX's current business landscape.

Interestingly, despite the North American agent count decline, Broker Fees revenue increased to $11.4 million from $10.7 million in Q1 2024, suggesting higher productivity from the remaining agent base. This indicates the company is retaining higher-producing agents even as total count decreases.

CEO Erik Carlson highlighted several strategic initiatives designed to address recruitment and retention challenges, including refreshed branding, expanded agent education, a social influencer platform, new marketing resources, a global referral system, and the Aspire program targeting next-generation agents.

The company's forward guidance reveals management's mixed outlook, expecting agent count to increase 1.5-2.5% in Q2 2025, but projecting full-year 2025 agent count between -1.0% to +1.0%, suggesting potential challenges in sustaining momentum. The decline in Motto Mortgage franchises by 7.8% to 224 offices presents another challenge in the mortgage brokerage segment.

Total Revenue of $74.5 Million, Adjusted EBITDA of $19.3 Million

DENVER, May 1, 2025 /PRNewswire/ --

First Quarter 2025 Highlights
(Compared to first quarter 2024 unless otherwise noted)

• Total Revenue decreased 4.9% to $74.5 million
• Revenue excluding the Marketing Funds¹ decreased 4.3% to $55.6 million, driven by negative 3.2% organic growth² and 1.1% adverse foreign currency movements
• Net loss attributable to RE/MAX Holdings, Inc. of $(2.0) million and loss per diluted share (GAAP EPS) of $(0.10)
• Adjusted EBITDA³ increased 1.5% to $19.3 million, Adjusted EBITDA margin³ of 25.9% and Adjusted earnings per diluted share (Adjusted EPS³) of $0.24
• Total agent count increased 2.0% to 146,126 agents
• U.S. and Canada combined agent count decreased 5.0% to 75,010 agents
• Total open Motto Mortgage franchises decreased 7.8% to 224 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 March 31, 2025. 

"For the fourth consecutive quarter, our company delivered solid profit and margin performance," said Erik Carlson, RE/MAX Holdings Chief Executive Officer. "We are continually elevating our value proposition, and this quarter we also introduced several new initiatives to help our affiliates win more listings, do so more efficiently, and profitably grow their businesses."

Continued Carlson: "Some of our recently announced strategic programs include refreshed dynamic branding, expanded access to productivity-boosting agent education, a user-friendly social influencer platform, new marketing resources, a comprehensive global referral system, and an innovative onboarding program to attract and develop the next generation of top-producing REMAX agents called Aspire^SM. REMAX has trusted, productive professionals, and we continue to deliver modern, competitive advantages to set our network up to succeed."

First Quarter 2025 Operating Results

Agent Count

The following table compares agent count as of March 31, 2025 and 2024:

			As of March 31,				Change
			2025		2024		#		%
U.S			49,854		53,919		(4,065)		(7.5)
Canada			25,156		25,036		120		0.5
Subtotal			75,010		78,955		(3,945)		(5.0)
Outside the U.S. & Canada			71,116		64,332		6,784		10.5
Total			146,126		143,287		2,839		2.0

Revenue

RE/MAX Holdings generated revenue of $74.5 million in the first quarter of 2025, a decrease of $3.8 million, or 4.9%, compared to $78.3 million in the first quarter of 2024. Revenue excluding the Marketing Funds was $55.6 million in the first quarter of 2025, a decrease of $2.5 million, or 4.3%, versus the same period in 2024. The decrease in Revenue excluding the Marketing Funds was attributable to a decline in organic revenue of 3.2% 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 mortgage segment revenue, and a decline in revenue from previous acquisitions (excluding Independent Region acquisitions), partially offset by increased Broker Fees revenue.

Recurring revenue streams, which consist of continuing franchise fees and annual dues, decreased $2.2 million, or 5.5%, compared to the first quarter of 2024 and accounted for 66.8% of Revenue excluding the Marketing Funds in the first quarter of 2025 compared to 67.7% of Revenue excluding the Marketing Funds in the prior-year period.

Operating Expenses

Total operating expenses were $69.1 million for the first quarter of 2025, a decrease of $4.7 million, or 6.3%, compared to $73.8 million in the first quarter of 2024. First quarter 2025 total operating expenses decreased primarily due to lower selling, operating and administrative and depreciation and amortization expenses, partially offset by higher settlement and impairment charges.

Selling, operating and administrative expenses were $43.0 million in the first quarter of 2025, a decrease of $2.7 million, or 5.9%, compared to the first quarter of 2024 and represented 77.4% of Revenue excluding the Marketing Funds, compared to 78.7% in the prior-year period. First quarter 2025 selling, operating and administrative expenses decreased primarily due to a decrease in professional fees and certain personnel and events-related expenses, partially offset by higher equity-based compensation expenses and an increase in other technology expenses.

Net Loss and GAAP EPS

Net loss attributable to RE/MAX Holdings was $(2.0) million for the first quarter of 2025 compared to net loss of ($3.4) million for the first quarter of 2024. Reported basic and diluted GAAP loss per share were $(0.10) each for the first quarter of 2025 compared to basic and diluted GAAP loss per share of ($0.18) each in the first quarter of 2024.

Adjusted EBITDA and Adjusted EPS

Adjusted EBITDA was $19.3 million for the first quarter of 2025, an increase of $0.3 million, or 1.5%, compared to the first quarter of 2024. First quarter 2025 Adjusted EBITDA increased primarily due to an increase in revenue from Broker Fees and a decrease in professional fees and certain personnel and events-related expenses, partially offset by decreases in U.S. agent count and revenue from previous acquisitions (excluding Independent Region acquisitions), and an increase in other technology expenses. Adjusted EBITDA margin was 25.9% in the first quarter of 2025, compared to 24.3% in the first quarter of 2024.

Adjusted basic and diluted EPS were $0.24 each for the first quarter of 2025 compared to Adjusted basic and diluted EPS of $0.20 each for the first quarter of 2024. The ownership structure used to calculate Adjusted basic and diluted EPS for the quarter ended March 31, 2025, assumes RE/MAX Holdings owned 100% of RMCO, LLC ("RMCO"). The weighted average ownership RE/MAX Holdings had in RMCO was 60.6% for the quarter ended March 31, 2025.

Balance Sheet

As of March 31, 2025, the Company had cash and cash equivalents of $89.1 million, a decrease of $7.5 million from December 31, 2024. As of March 31, 2025, the Company had $439.9 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 March 31, 2025, the Company did not repurchase any shares. As of March 31, 2025, $62.5 million remained available under the share repurchase program.

Outlook

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

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

• Agent count to increase 1.5% to 2.5% over second quarter 2024;
• Revenue in a range of $70.0 million to $75.0 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 $22.5 million to $25.5 million.

For the full year 2025, the Company expects:

• Agent count to change negative 1.0% to positive 1.0% over full year 2024;
• Revenue in a range of $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 $100.0 million.

Webcast and Conference Call

The Company will host a conference call for interested parties on Friday, May 2, 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/Q4I941158632 

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
		March 31,
		2025			2024
Revenue excluding the Marketing Funds:
Total revenue		$	74,467		$	78,287
Less: Marketing Funds fees			18,864			20,206
Revenue excluding the Marketing Funds		$	55,603		$	58,081

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 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 220 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 second quarter and full year 2025; non-GAAP financial measures; housing and mortgage market conditions; operational efficiencies; new initiatives and strategic programs and the expected results thereof; and the Company's value proposition and competitive advantages. 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
		March 31,
		2025			2024
Revenue:
Continuing franchise fees		$	29,351		$	31,085
Annual dues			7,789			8,225
Broker fees			11,431			10,716
Marketing Funds fees			18,864			20,206
Franchise sales and other revenue			7,032			8,055
Total revenue			74,467			78,287
Operating expenses:
Selling, operating and administrative expenses			43,028			45,705
Marketing Funds expenses			18,864			20,206
Depreciation and amortization			6,589			7,852
Settlement and impairment charges			619			—
Total operating expenses			69,100			73,763
Operating income (loss)			5,367			4,524
Other expenses, net:
Interest expense			(7,924)			(9,256)
Interest income			908			1,001
Foreign currency transaction gains (losses)			283			(372)
Total other expenses, net			(6,733)			(8,627)
Income (loss) before provision for income taxes			(1,366)			(4,103)
Provision for income taxes			(1,870)			(1,504)
Net income (loss)		$	(3,236)		$	(5,607)
Less: net income (loss) attributable to non-controlling interest			(1,278)			(2,254)
Net income (loss) attributable to RE/MAX Holdings, Inc		$	(1,958)		$	(3,353)
Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock
Basic		$	(0.10)		$	(0.18)
Diluted		$	(0.10)		$	(0.18)
Weighted average shares of Class A common stock outstanding
Basic			19,292,210			18,481,848
Diluted			19,292,210			18,481,848

 

TABLE 2
RE/MAX Holdings, Inc Consolidated Balance Sheets  (In thousands, except share and per share amounts) (Unaudited)
		As of
		March 31,			December 31,
		2025			2024
Assets
Current assets:
Cash and cash equivalents		$	89,107		$	96,619
Restricted cash			77,799			72,668
Accounts and notes receivable, net of allowances			28,748			27,807
Income taxes receivable			7,207			7,592
Other current assets			11,759			13,825
Total current assets			214,620			218,511
Property and equipment, net of accumulated depreciation			7,085			7,578
Operating lease right of use assets			16,371			17,778
Franchise agreements, net			77,452			81,186
Other intangible assets, net			12,587			13,382
Goodwill			237,548			237,239
Income taxes receivable, net of current portion			355			355
Other assets, net of current portion			5,373			5,565
Total assets		$	571,391		$	581,594
Liabilities and stockholders' equity (deficit)
Current liabilities:
Accounts payable		$	3,376		$	5,761
Accrued liabilities			106,388			110,859
Income taxes payable			190			541
Deferred revenue			21,022			22,848
Debt			4,600			4,600
Payable pursuant to tax receivable agreements			779			1,537
Operating lease liabilities			8,747			8,556
Total current liabilities			145,102			154,702
Debt, net of current portion			435,305			436,243
Deferred tax liabilities			8,713			8,448
Deferred revenue, net of current portion			14,175			14,778
Operating lease liabilities, net of current portion			20,446			22,669
Other liabilities, net of current portion			3,173			3,148
Total liabilities			626,914			639,988
Commitments and contingencies
Stockholders' equity (deficit):
Class A common stock, par value $.0001 per share, 180,000,000 shares authorized; 19,906,921 and 18,971,435 shares issued and outstanding as of March 31, 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 March 31, 2025 and December 31, 2024, respectively			—			—
Additional paid-in capital			571,141			565,072
Accumulated deficit			(136,008)			(133,727)
Accumulated other comprehensive income (deficit), net of tax			(1,627)			(1,864)
Total stockholders' equity attributable to RE/MAX Holdings, Inc			433,508			429,483
Non-controlling interest			(489,031)			(487,877)
Total stockholders' equity (deficit)			(55,523)			(58,394)
Total liabilities and stockholders' equity (deficit)		$	571,391		$	581,594

 

TABLE 3 RE/MAX Holdings, Inc Consolidated Statements of Cash Flows (In thousands) (Unaudited)
		Three Months Ended
		March 31,
		2025			2024
Cash flows from operating activities:
Net income (loss)		$	(3,236)		$	(5,607)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			6,589			7,852
Equity-based compensation expense			6,346			5,923
Bad debt expense			1,592			1,314
Deferred income tax expense (benefit)			223			(202)
Fair value adjustments to contingent consideration			116			34
Settlement and impairment charges			619			—
Non-cash lease benefit			(768)			(705)
Non-cash debt charges			212			215
Other, net			243			(5)
Changes in operating assets and liabilities			(6,275)			562
Net cash provided by operating activities			5,661			9,381
Cash flows from investing activities:
Purchases of property, equipment, and capitalization of software			(1,691)			(2,619)
Other			—			189
Net cash used in investing activities			(1,691)			(2,430)
Cash flows from financing activities:
Payments on debt			(1,150)			(1,150)
Dividends and dividend equivalents paid to Class A common stockholders			(324)			(585)
Payments related to tax withholding for share-based compensation			(4,237)			(2,498)
Payment of contingent consideration			(791)			(120)
Other financing			(29)			—
Net cash used in financing activities			(6,531)			(4,353)
Effect of exchange rate changes on cash			180			(925)
Net (decrease) increase in cash, cash equivalents and restricted cash			(2,381)			1,673
Cash, cash equivalents and restricted cash, beginning of period			169,287			125,763
Cash, cash equivalents and restricted cash, end of period		$	166,906		$	127,436

 

TABLE 4
RE/MAX Holdings, Inc Agent Count (Unaudited)
		As of
		March 31,		December 31,		September 30,		June 30,		March 31,		December 31,		September 30,		June 30,		March 31,
		2025		2024		2024		2024		2024		2023		2023		2023		2023
Agent Count:
U.S
Company-Owned Regions		43,543		44,911		46,283		46,780		47,302		48,401		49,576		50,011		50,340
Independent Regions		6,311		6,375		6,525		6,626		6,617		6,730		6,918		6,976		7,110
U.S. Total		49,854		51,286		52,808		53,406		53,919		55,131		56,494		56,987		57,450
Canada
Company-Owned Regions		20,227		20,311		20,515		20,347		20,151		20,270		20,389		20,354		20,172
Independent Regions		4,929		4,860		4,878		4,846		4,885		4,898		4,899		4,864		4,899
Canada Total		25,156		25,171		25,393		25,193		25,036		25,168		25,288		25,218		25,071
U.S. and Canada Total		75,010		76,457		78,201		78,599		78,955		80,299		81,782		82,205		82,521
Outside U.S. and Canada
Independent Regions		71,116		70,170		67,282		64,943		64,332		64,536		63,527		62,305		61,002
Outside U.S. and Canada Total		71,116		70,170		67,282		64,943		64,332		64,536		63,527		62,305		61,002
Total		146,126		146,627		145,483		143,542		143,287		144,835		145,309		144,510		143,523

 

TABLE 5 RE/MAX Holdings, Inc Adjusted EBITDA Reconciliation to Net Income (Loss)  (In thousands, except percentages) (Unaudited)
		Three Months Ended
		March 31,
		2025			2024
Net income (loss)		$	(3,236)		$	(5,607)
Depreciation and amortization			6,589			7,852
Interest expense			7,924			9,256
Interest income			(908)			(1,001)
Provision for income taxes			1,870			1,504
EBITDA			12,239			12,004
Settlement and impairment charges (1)			619			—
Equity-based compensation expense			6,346			5,923
Fair value adjustments to contingent consideration (2)			116			34
Other adjustments (3)			(33)			1,032
Adjusted EBITDA (4)		$	19,287		$	18,993
Adjusted EBITDA Margin (4)			25.9	%		24.3	%

 

(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)	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.
(4)	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
		March 31,
		2025			2024
Net income (loss)		$	(3,236)		$	(5,607)
Amortization of acquired intangible assets			4,384			5,470
Provision for income taxes			1,870			1,504
Add-backs:
Settlement and impairment charges (1)			619			—
Equity-based compensation expense			6,346			5,923
Fair value adjustments to contingent consideration (2)			116			34
Other adjustments (3)			(33)			1,032
Adjusted pre-tax net income			10,066			8,356
Less: Provision for income taxes at 25% (4)			(2,517)			(2,089)
Adjusted net income (5)		$	7,549		$	6,267
Total basic pro forma shares outstanding			31,851,810			31,041,448
Total diluted pro forma shares outstanding			31,851,810			31,041,448
Adjusted net income basic earnings per share (5)		$	0.24		$	0.20
Adjusted net income diluted earnings per share (5)		$	0.24		$	0.20

 

(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)	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.
(4)	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.
(5)	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
		March 31,
		2025		2024
Total basic weighted average shares outstanding:
Weighted average shares of Class A common stock outstanding		19,292,210		18,481,848
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
Total basic pro forma weighted average shares outstanding		31,851,810		31,041,448
Total diluted weighted average shares outstanding:
Weighted average shares of Class A common stock outstanding		19,292,210		18,481,848
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
Dilutive effect of unvested restricted stock units (1)		—		—
Total diluted pro forma weighted average shares outstanding		31,851,810		31,041,448

 

(1)	In accordance with the treasury stock method.

 

TABLE 8
RE/MAX Holdings, Inc. Adjusted Free Cash Flow & Unencumbered Cash (Unaudited)
		Three Months Ended
		March 31,
		2025			2024
Cash flow from operations		$	5,661		$	9,381
Less: Purchases of property, equipment, and capitalization of software			(1,691)			(2,619)
(Increases) decreases in restricted cash of the Marketing Funds (1)			(5,131)			(2,219)
Adjusted free cash flow (2)			(1,161)			4,543
Adjusted free cash flow (2)			(1,161)			4,543
Less: Tax/Other non-dividend distributions to RIHI			—			—
Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)			(1,161)			4,543
Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)			(1,161)			4,543
Less: Debt principal payments			(1,150)			(1,150)
Unencumbered cash generated (2)		$	(2,311)		$	3,393
Summary
Cash flow from operations		$	5,661		$	9,381
Adjusted free cash flow (2)		$	(1,161)		$	4,543
Adjusted free cash flow after tax/non-dividend distributions to RIHI (2)		$	(1,161)		$	4,543
Unencumbered cash generated (2)		$	(2,311)		$	3,393
Adjusted EBITDA (2)		$	19,287		$	18,993
Adjusted free cash flow as % of Adjusted EBITDA (2)			(6.0) %			23.9 %
Adjusted free cash flow less distributions to RIHI as % of Adjusted EBITDA (2)			(6.0) %			23.9 %
Unencumbered cash generated as % of Adjusted EBITDA (2)			(12.0) %			17.9 %

 

(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) 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.

FAQ

What were RE/MAX Holdings (RMAX) key financial results for Q1 2025?

In Q1 2025, RE/MAX reported revenue of $74.5 million (down 4.9% YoY), Adjusted EBITDA of $19.3 million (up 1.5%), and a net loss of $(2.0) million or $(0.10) per share.

How did RE/MAX's agent count change in Q1 2025 compared to Q1 2024?

Total agent count increased 2.0% to 146,126 agents, though U.S. and Canada combined agent count decreased 5.0% to 75,010. International agent count grew 10.5% to 71,116 agents.

What is RE/MAX's (RMAX) revenue guidance for full-year 2025?

RE/MAX expects full-year 2025 revenue between $290.0-$310.0 million, including Marketing Funds revenue of $71.0-$75.0 million.

How much cash does RE/MAX Holdings (RMAX) have as of Q1 2025?

As of March 31, 2025, RE/MAX had $89.1 million in cash and cash equivalents, down $7.5 million from December 31, 2024.

What is RE/MAX's (RMAX) debt position as of Q1 2025?

As of March 31, 2025, RE/MAX had $439.9 million of outstanding debt, net of unamortized debt discount and issuance costs, compared to $440.8 million as of December 31, 2024.