RE/MAX Holdings Reports Third Quarter 2013 Results

              RE/MAX Holdings Reports Third Quarter 2013 Results

Increased Agent Count 4%

Grew Revenue 5% and Adjusted EBITDA 13%

Completed IPO in October 2013

PR Newswire

DENVER, Nov. 13, 2013

DENVER, Nov. 13, 2013 /PRNewswire/ -- RE/MAX Holdings, Inc. (the "Company" or
"RE/MAX") (NYSE: RMAX), one of the world's leading franchisors of real estate
brokerage services, today announced strong operating results for the third
quarter ended September 30, 2013.

"We are extremely pleased with the continued positive momentum in our business
during the third quarter," stated Margaret Kelly, Chief Executive Officer of
RE/MAX. "We grew agent count, revenue and our adjusted EBITDA margin from the
prior year quarter. These results highlight our ability to attract and retain
talented agents and generate revenue growth with consistently high margins
through our franchise model."

Kelly continued, "With the completion of our initial public offering and the
acquisition of two regional franchises in October 2013, we remain
well-positioned to capitalize on current real estate market conditions by
leveraging our deep industry knowledge and our premier market presence to grow
our agent count and franchise network in the coming years."

Third Quarter 2013 Highlights

  oIncreased total agent count to 92,731, up 4%compared to the prior year
    quarter
  oGrew revenue to $40.3, up 5%million compared to the prior year quarter
  oAdjusted EBITDA^1 increased to $22.1 million, up 13%compared to the prior
    year quarter
  oAdjusted EBITDA^1 margin was 50% for the nine months ended September 30,
    2013, compared to 45% in the prior year period
  oSuccessful completion of initial public offering ("IPO") and two
    acquisitions shortly after the end of the thirdquarter

Third Quarter 2013 Operating Results^2

RE/MAX generated revenue of $40.3 million during the third quarter of 2013,
representing a 5% increase compared to $38.4 million for the same period in
2012. Increased revenue was primarily attributable to growth in agent count,
additional fee based revenue as a result of the acquisition of the RE/MAX of
Texas region in December 2012 and higher broker fee revenue due to a rise in
commissions resulting from increased home sale transactions. Revenue was
$118.6 million for the nine months ended September 30, 2013, up 9% from the
same period in 2012.

RE/MAX grew total agent count by 3,828 agents or 4% to 92,731 compared to the
prior year quarter. Agent count in the United States ("U.S.") and Canada
increased by 2,454 agents or 3% to 73,245 compared to the prior year quarter.
Agent count outside the U.S. and Canada saw an increase of 1,374 agents or 8%
to 19,486 agents compared to the prior year quarter.

The Company's fixed recurring revenue streams, annual dues and continuing
franchise fees, accounted for 58% of the Company's quarterly revenues. Annual
dues, fixed fees paid by agents directly to RE/MAX, rose 3% to $7.5 million
compared to the prior year quarter due to growth in agent count. Continuing
franchise fees, a fixed fee per agent paid by each regional franchise owner in
independent regions or each franchisee in Company-owned regions, were $16.1
million, up 12% over the prior year quarter. The increase was primarily driven
by the acquisition and subsequent growth of RE/MAX of Texas, which allowed
RE/MAX to earn additional fixed continuing franchise fees.

RE/MAX also realized incremental growth through additional broker fee revenue
as the housing market continued to recover and home sale transactions
increased. Broker fees, the percentage fee paid on agent-generated
transactions, grew 27% to $7.2 million compared to the prior year quarter
reflecting incremental revenue that RE/MAX realizes as home sale transactions
increase. Franchise sales and other franchise revenue decreased $1.7 million
or 25% from the prior year quarter primarily due to the sale of master
franchise rights in China for $2.1 million in the third quarter of 2012.

Brokerage revenue, which principally represents fees assessed by the Company's
owned brokerages for services provided to their affiliated real estate agents,
was $4.5 million, an increase of $0.2 million from the prior year quarter.

Total operating expenses were $25.8 million for the third quarter, $2.4
million higher than the same period in 2012 mainly due to expenses incurred in
association with the IPO and amortization related to the acquisition of RE/MAX
of Texas.

Adjusted EBITDA was $22.1 million in the third quarter, up 13% from the prior
year quarter. The increase was driven by growth in total revenue of $1.9
million arising from agent growth, higher broker fee revenue and additional
continuing franchise fees from the acquisition of RE/MAX of Texas, offset by a
decrease in franchise sales and other franchise revenue. Adjusted EBITDA was
$58.8 million for the nine months ended September 30, 2013, up 20% from the
same period last year. The Company's Adjusted EBITDA margin was 50% for the
twelve months ended September 30, 2013. A reconciliation of net income to
Adjusted EBITDA is included in table 5.

Net income was $7.7 million in the third quarter, $4.7 million less than the
third quarter of 2012 due primarily to increased interest expense and losses
associated with the extinguishment and refinancing of debt, expenses related
to the IPO and increased amortization associated with the acquisition of
RE/MAX of Texas. RE/MAX reported adjusted pro forma basic earnings per share
("EPS") of $0.18 and diluted EPS of $0.17 for the three months ended September
30, 2013.

Adjusted net income^3 was $9.4 million in the third quarter, in-line with the
third quarter of 2012. RE/MAX reported adjusted net income pro forma basic EPS
of $0.32 and diluted EPS of $0.31 for the three months ended September 30,
2013.

Since RE/MAX did not become a public company until the fourth quarter of 2013,
the ownership structure used to calculate adjusted pro forma EPS for the three
months ended September 30, 2013 reflects RE/MAX owning 100% of RMCO. Adjusted
pro forma basic EPS was based on Class A common shares outstanding of
29,342,571 and diluted EPS was based on total weighted average dilutive shares
using the treasury stock method of 29,989,723. The actual RE/MAX ownership of
RMCO is 39.56%. Refer to tables 6 through 9 in this release for further detail
on adjusted pro forma basic and diluted EPS.

Balance Sheet

The Company ended the third quarter of 2013 with a cash balance of $73.5
million, an increase of $5.0 million from December 31, 2012. In July 2013,
RE/MAX borrowed $230.0 million to refinance and repay existing debt. The loss
on early extinguishment of debt was $1.7 million. The costs associated with
refinancing the Company's debt was $3.2 million of which $1.9 million was
expensed. As of September 30, 2013, the Company had $229.0 million of term
loans outstanding, net of unamortized discount.

Successful Initial Public Offering

The Company completed its IPO of 11.5 million shares of Class A common stock
on October 7, 2013 at a price to the public of $22.00 per share, raising net
proceeds of $224.9 million after deducting underwriting commissions and
offering expenses. The net proceeds of the IPO were used to acquire regional
franchise rights in the Southwest and Central Atlantic regions of the U.S.,
redeem all the outstanding preferred equity interests in RMCO held by the
private equity firm Weston Presidio and purchase common interests from Weston
Presidio and RE/MAX's founding shareholders.

This release presents historical results for the periods presented for RMCO,
which in connection with the IPO became consolidated into RE/MAX subsequent to
the end of the Company's third fiscal quarter. Accordingly, these historical
results do not purport to reflect what the results of operations of RE/MAX
would have been had the IPO and related transactions occurred prior to such
periods. For example, these historical results do not reflect the attribution
of a portion of our income to non-controlling interest or the provision for
corporate income taxes on the income attributable to RE/MAX that we expect to
record in respect of future periods.

Webcast and Conference Call

The Company will host a webcast and conference call on November 14, 2013 at
10:00 a.m. Eastern Time (8:00 a.m. Mountain Time). The live webcast will be
available at www.remax.com under the Investor Relations section or directly
through the following link:
http://services.choruscall.com/links/rmax131114.html

Listeners should go to the website at least 15 minutes prior to the start of
the webcast to download and install any necessary audio software.

A replay of the call will be available approximately two hours after the end
of the call on November 14, 2013 through 5:00 p.m. Eastern Time on December 6,
2013, by dialing 1-877-344-7529 (U.S.), 1-855-669-9658 (Canada) or
1-412-317-0088 (International) and entering the pass code 10036134. An archive
of the webcast will be available on the Company's website for a limited time
as well.

About the RE/MAX Network

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. Over 92,000 agents
provide RE/MAX a global reach of more than 90 countries. Nobody sells more
real estate than RE/MAX.

RE/MAX, LLC, one of the world's leading franchisors of real estate brokerage
services, is a subsidiary of RE/MAX Holdings, Inc. (NYSE: RMAX).

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of
the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as "anticipate," "believe," "intend," "expect,"
"estimate," "plan," "outlook," "project" and other similar words and
expressions that predict or indicate future events or trends that are not
statements of historical matters. These forward-looking statements include any
statements regarding the Company's strategic and operational plans.
Forward-looking statements should not be read as a guarantee of future
performance or results, and will not necessarily be accurate indications of
the times at, or by, which such performance or results will be achieved.
Forward looking statements are based on information available at the time
those statements are made and/or management's good faith belief as of that
time with respect to future events, and are subject to risks and uncertainties
that could cause actual performance or results to differ materially from those
expressed in or suggested by the forward looking statements. Such risks and
uncertainties include, without limitation, (1) changes in business and
economic activity in general, (2) changes in the real estate market, including
changes due to interest rates and availability of financing, (3) our ability
to attract and retain quality franchisees, (4) our franchisees' ability to
recruit and retain agents, (5) changes in laws and regulations that may affect
our business or the real estate market, (6) failure to maintain, protect and
enhance the RE/MAX brand, as well as those risks and uncertainties described
in the sections entitled "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operation" in the final
prospectus relating to the Company's IPO included in the Company's
registration statement on Form S-1 filed with the Securities and Exchange
Commission ("SEC") and similar disclosures in subsequent reports filed with
the SEC, which are available on the investor relations page of our website at
www.remax.com and on the SEC website at www.sec.gov. Readers are cautioned
not to place undue reliance on forward-looking statements, which speak only as
of the date on which they are made. Except as required by law, the Company
does not intend, and undertakes no duty, to update this information to reflect
future events or circumstances.

^1 ^ Non-GAAP measures. See Table 5 for a reconciliation of net income to
Adjusted EBITDA for the three and nine months ended September 30, 2013 and
2012 and the end of this release for a definition of Adjusted EBITDA.

^2 For the purposes of this release, results for RE/MAX and RMCO, LLC ("RMCO")
are interchangeable.

^3 Non-GAAP measures. See Table 8 and 9 for a definition of adjusted net
income and adjustedEPS and reconciliation of these non-GAAP measures to net
income.

TABLE 1
RMCO, LLC AND SUBSIDIARIES
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income
(Loss)
(Unaudited)
(Amounts in thousands)
                                       Three months ended   Nine months ended
                                       September 30,        September 30,
                                       2013       2012      2013       2012
Revenue:
    Continuing franchise fees          $16,093    $14,418   $ 47,037   $42,293
    Annual dues                        7,455      7,208     22,052     21,376
    Broker fees                        7,204      5,685     18,704     14,801
    Franchise sales and other          5,076      6,806     17,823     17,806
    franchise revenue
    Brokerage revenue                  4,484      4,312     13,012     12,321
           Total revenue               40,312     38,429    118,628    108,597
Operating expenses:
    Selling, operating and             22,105     20,614    70,088     63,828
    administrative expenses
    Depreciation and                   3,656      2,788     11,088     9,231
    amortization
    (Gain) loss on sale of             (3)        (2)       41         (20)
    assets
           Total operating             25,758     23,400    81,217     73,039
           expenses
           Operating income            14,554     15,029    37,411     35,558
Other expenses, net:
    Interest expense                   (5,128)    (2,913)   (12,053)   (8,774)
    Interest income                    82         78        224        207
    Foreign currency translation       281        394       (135)      358
    gains (losses), net
    Loss on early                      (1,664)    -         (1,798)    (136)
    extinguishment of debt
    Equity in earnings of              274        398       736        712
    investees
           Total other                 (6,155)    (2,043)   (13,026)   (7,633)
           expenses, net
           Income before provision     8,399      12,986    24,385     27,925
           for income taxes
Provision for income taxes             (702)      (636)     (1,733)    (1,740)
           Net income                  7,697      12,350    22,652     26,185
Accretion of Class A Preferred Units   (12,050)   5,734     67,622     12,565
to estimated redemption amounts
           Net income (loss) related
           to RMCO, LLC Class B        $19,747    $ 6,616  $(44,970)  $13,620
           Unitholders
Other comprehensive income
(loss):
    Change in cumulative               $   114  $       $        $  
    translation adjustment                        15       (184)      98
           Other comprehensive         114        15        (184)      98
           income (loss)
           Total comprehensive income
           (loss) related to RMCO, LLC $19,861    $ 6,631  $(45,154)  $13,718
           Class B Unitholders

TABLE 2
RMCO, LLC AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Amounts in thousands, except units)
                                          September 30,        December 31,
                                          2013                 2012
                                          (Unaudited)
Assets
Current assets:
 Cash and cash equivalents                $           $       
                                             73,482         68,501
 Escrow cash - restricted                 912                  780
 Accounts and notes receivable, current
 portion, less allowances of $4,219 and   16,385               15,034
 $3,913, respectively
 Accounts receivable from affiliates      116                  55
 Other current assets                     2,733                2,707
 Total current assets                    93,628               87,077
Property and equipment, net of
accumulated depreciation of $20,996 and   2,528                3,332
$20,426, respectively
Franchise agreements, net of accumulated
amortization of $72,395 and $61,489,      69,439               78,338
respectively
Other intangible assets, net of
accumulated amortization of $7,586 and    2,511                2,821
$7,053, respectively
Goodwill                                  70,902               71,039
Investments in equity method investees    3,710                3,900
Debt issuance costs, net                  2,424                2,930
Other assets                              6,820                2,075
 Total assets                            $           $       
                                            251,962          251,512
Liabilities, Redeemable Preferred Units
and Members' Deficit
Current liabilities:
 Accounts payable                         $           $       
                                               840           530
 Accounts payable to affiliates           2,397                2,385
 Escrow liabilities                       912                  780
 Accrued liabilities                      10,188               9,397
 Income taxes payable                     7,266                400
 Deferred revenue and deposits            15,524               15,996
 Current portion of debt                  17,300               10,600
 Other current liabilities                116                  234
  Total current liabilities   54,543               40,322
Debt, net of current portion              211,657              221,726
Deferred revenue, net of current portion  292                  514
Other liabilities, net of current portion 8,004                7,319
 Total liabilities                       274,496              269,881
Commitments and contingencies
Redeemable preferred units:
 Class A Preferred Units, at estimated
 redemption value (no par value, 150,000
 units authorized, issued and outstanding
 as of September 30, 2013 and December    132,350              78,400
 31, 2012; liquidation preference of
 $49,850 and $49,500 as of September 30,
 2013 and December 31, 2012,
 respectively)
Members' deficit:
 Class B Common Units (no par
 value,900,000units authorized, 847,500
 units issued and outstanding as of       (156,447)            (98,516)
 September 30, 2013 and December 31,
 2012)
 Accumulated other comprehensive income   1,563                1,747
  Total members' deficit           (154,884)            (96,769)
  Total liabilities, redeemable $           $       
 preferred units and members' deficit       251,962          251,512

TABLE 3
RMCO, LLC AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
                                                         Nine Months ended
                                                         September 30,
                                                         2013        2012
Cash flows from operating activities:
  Net income                                             $ 22,652    $26,185
  Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and amortization                        11,088      9,231
    Bad debt expense                                     289         479
    Loss on early extinguishment of debt                 1,798       136
    Equity-based compensation                            701         -
    Non-cash interest expense                            723         700
    Other                                                232         (267)
    Changes in operating assets and liabilities:
         Accounts and notes receivable                   (1,678)     (737)
         Advances to affiliates                          (126)       (86)
         Other current and noncurrent assets             (30)        (458)
         Current and noncurrent liabilities              1,927       1,819
         Deferred revenue                                (686)       61
                        Net cash provided by operating   36,890      37,063
                        activities
Cash flows from investing activities:
  Purchases of property, equipment and software          (676)       (1,453)
  Proceeds from sale of property and equipment           8           32
  Capitalization of trademark costs                      (174)       (166)
                        Net cash used in investing       (842)       (1,587)
                        activities
Cash flows from financing activities:
  Proceeds from issuance of debt                         230,000     -
  Payments on debt                                       (234,083)   (7,736)
  Debt issuance costs                                    (1,301)     -
  Member distributions                                   (20,684)    (9,530)
  Deferred offering costs                                (4,816)     -
  Payments on capital lease obligations                  (211)       (243)
                        Net cash used in financing       (31,095)    (17,509)
                        activities
Effect of exchange rate changes on cash                  28          85
                        Net increase in cash and cash    4,981       18,052
                        equivalents
Cash and cash equivalents, beginning of year             68,501      38,611
Cash and cash equivalents, end of year                   $ 73,482    $56,663
Supplemental disclosures of cash flow information:
  Cash paid for interest                                 $ 11,443    $ 8,049
  Cash paid for income taxes                             1,632       1,579
Schedule of noncash investing and financing activities:
  Capital leases for property and equipment              $   236  $   16
  Member distributions payable                           6,650       -

TABLE 4
RMCO, LLC AND SUBSIDIARIES
Agent Count
(Unaudited)
Agent Count              September 30,  September 30,
                         2013           2012
United States            54,222         51,897
Canada                   19,023         18,894
Outside U.S. and Canada  19,486         18,112
Total                    92,731         88,903

TABLE 5
RMCO, LLC AND SUBSIDIARIES
Adjusted EBITDA Reconciliation to Net Income
(Unaudited)
(Amounts in thousands)
                                    Three months ended  Nine months ended
                                    September30,      September 30,
                                    2013       2012     2013         2012
Consolidated:
Net income                         $ 7,697   $12,350  $22,652      $26,185
Depreciation and amortization       3,656      2,788    11,088       9,231
Interest expense                    5,128      2,913    12,053       8,774
Interest income                     (82)       (78)     (224)        (207)
Provision for income taxes          702        636      1,733        1,740
EBITDA                              17,101     18,609   47,302       45,723
Gain on sale of assets and          (164)      (144)    (411)        (442)
sublease(1)
Loss on early extinguishment of     1,664      -        1,798        136
debt(2)
Equity-based compensation(3)        -          -        701          -
Non-cash straight-line rent         261        270      970          1,223
expense(4)
Chairman executive compensation(5)  750        750      2,250        2,250
Acquisition integration costs(6)    27         -        249          -
IPO expenses(7)                     2,436      -        5,916        -
Adjusted EBITDA                     $22,075    $19,485  $58,775      $48,890

(1) Represents (gains) and losses on the sale of assets as well as the loss on
the sublease of our corporate headquarters office building.

(2) Represents losses incurred on early extinguishment of debt related to the
entire repayment of debt of our pre-existing debt facility during the three
months ended September 30, 2013 and losses incurred on the early
extinguishment of debt on our senior secured credit facility during the nine
months ended September 30, 2013 and 2012.

(3) Equity-based compensation includes non-cash compensation expense recorded
related to unit options granted to employees pursuant to our 2011 Unit Option
Plan.

(4) Represents the non-cash charge to appropriately record rent expense on a
straight-line basis over the term of the lease agreement taking into
consideration escalation in monthly cash payments.

(5) Represents the elimination of annual salaries we paid to David Liniger,
our Chairman and Co-Founder, and Gail Liniger, our Vice Chairman and
Co-Founder, that we will not continue to pay following the consummation of our
IPO.

(6) Acquisition integration costs include fees incurred in connection with our
acquisition of certain assets of RE/MAX of Texas in December 2012, and our
acquisitions ofthe Southwest and Central Atlantic regionsin connection
withthe IPO including legal, accounting and advisory fees as well as
consulting fees for integration services.

(7) Represents costs incurred in connection with the IPO.

TABLE 6
RE/MAX Holdings, Inc.
Adjusted Pro Forma Earnings per Share
(Reflects RE/MAX Holdings with 100% ownership of RMCO, LLC)
(Unaudited)
                                                     Three months ended
                                                     September 30, 2013
Adjusted Pro Forma Basic Earnings per Share:
 RMCO pre-tax income                                $        8,399,000
 Tax expense at 38% as if RE/MAX owned 100% of RMCO  (3,191,620)
 RMCO adjusted pro forma net income as if RE/MAX     5,207,380
 owned 100% of RMCO
 Shares of Class A common stock issued and sold in   11,500,000
 IPO
 Remaining equivalent shares of stock outstanding on
 a pro forma basis assuming RE/MAX ownership in RMCO 17,734,600
 was 100%
 Vested restricted stock units granted to certain    107,971
 employees in connection with IPO
 Total basic pro forma shares outstanding            29,342,571
Adjusted Pro Forma Basic Earnings per Share          $           
Calculation:                                         0.18
Adjusted Pro Forma Diluted Earnings per Share:
 RMCO pre-tax income                                $        8,399,000
 Tax expense at 38% as if RE/MAX owned 100% of RMCO  (3,191,620)
 RMCO adjusted pro forma net income as if RE/MAX     5,207,380
 owned 100% of RMCO
 Shares of Class A common stock issued and sold in   11,500,000
 IPO
 Remaining equivalent shares of stock outstanding on
 a pro forma basis assuming RE/MAX ownership in RMCO 17,734,600
 was 100%
 Vested restricted stock units granted to certain    107,971
 employees in connection with IPO
 Weighted average dilutive shares of common stock    647,152
 equivalents (e.g. options)^(1)
 Total diluted pro forma shares outstanding          29,989,723
Adjusted Pro Forma Diluted Earnings per Share        $           
Calculation:                                         0.17
 ^(1) In accordance with the treasury stock method

RMCO adjusted pro forma net income as if RE/MAX owned 100% of RMCO, as defined
by RE/MAX, represents net income for RMCO before non-controlling interest and
after pro forma corporate income tax expense applied at an assumed 38% rate
and assumes the full exchange of Class B shares into Class A Common Stock.
Basic and diluted EPS consists of RMCO adjusted pro forma net income as if
RE/MAX owned 100% of RMCO, divided by the aggregate number of the Company's
Class A Common Stock outstanding, assuming full exchange of Class B shares
into Class A Common Stock of RE/MAX and giving effect to the dilutive impact,
if any, of stock options and restricted stock awards.

TABLE 7
RE/MAX Holdings, Inc.
Adjusted Pro Forma Earnings per Share
(Reflects RE/MAX Holdings actual ownership of 39.56% of RMCO, LLC)
                                                  Three months ended
                                                  September 30, 2013
Adjusted Pro Forma Basic Earnings per Share:
 RMCO pre-tax income                             $        8,399,000
 Less: Income attributable to non-controlling     $       (5,076,356)
 interest (60.44%)
 Pre-tax income attributable to RE/MAX            $        3,322,644
 Tax expense at 38%                              (1,262,605)
 RMCO adjusted pro forma net income (RE/MAX       2,060,039
 actual 39.56% ownership of RMCO)
 Shares of Class A common stock issued and sold   11,500,000
 in IPO
 Vested restricted stock units granted to certain 107,971
 employees in connection with IPO
 Total basic pro forma shares outstanding         11,607,971
Adjusted Pro Forma Basic Earnings per Share       $            0.18
Calculation:
Adjusted Pro Forma Diluted Earnings per Share:
 RMCO pre-tax income                             $        8,399,000
 Less: Income attributable to non-controlling     $       (5,076,356)
 interest (60.44%)
 Pre-tax income attributable to RE/MAX           $        3,322,644
 Tax expense at 38%                              (1,262,605)
 RMCO adjusted pro forma net income (RE/MAX       2,060,039
 actual 39.56% ownership of RMCO)
 Shares of Class A common stock issued and sold   11,500,000
 in IPO
 Vested restricted stock units granted to certain 107,971
 employees in connection with IPO
 Weighted average dilutive shares of common stock 647,152
 equivalents (e.g. options)^(1)
 Total diluted pro forma shares outstanding       12,255,123
Adjusted Pro Forma Diluted Earnings per Share     $            0.17
Calculation:
 ^(1) In accordance with the treasury stock
 method

TABLE 8
RE/MAX Holdings, Inc.
Adjusted Net Income and Pro Forma Earnings per Share
(Reflects RE/MAX Holdings with 100% ownership of RMCO, LLC)
(Unaudited)
(Amounts in thousands except shares outstanding and EPS)
                                             Three months ended September30,
                                             2013               2012
Consolidated:
Net income                                  $   7,697       $   12,350
Amortization expense                         3,141              2,192
Canadian tax expense                         702                636
One-time add-backs:
 Loss on early extinguishment of debt (1)  1,664              -
 Interest charges incurred to refinance    1,918              -
debt (2)
Adjusted pre-tax net income                  15,122             15,178
Less: Provision for income taxes at 38%      (5,746)            (5,768)
Adjusted pro forma net income                $   9,376       $   9,410
Total basic pro forma shares outstanding     29,342,571         29,342,571
Total diluted pro forma shares outstanding   29,989,723         29,989,723
Adjusted Net Income Pro Forma Basic Earnings $    0.32      $    0.32
per Share Calculation:
Adjusted Net Income Pro Forma Diluted        $    0.31      $    0.31
Earnings per Share Calculation:

(1) Represents losses incurred on early extinguishment of debt related to the
entire repayment of debt of our pre-existing debt facility during the three
months ended September 30, 2013 and losses incurred on the early
extinguishment of debt on our senior secured credit facility during the nine
months ended September 30, 2013 and 2012.

(2) In connection with the repayment of debt of our pre-existing debt facility
during the three months ended September 30, 2013, $1,918,000 paid to third
parties were expensed as incurred.

Adjusted net income (loss) is defined by the Company as net income (loss)
before amortization and certain one-time expenses such as loss on early
extinguishment of debt and interest charges related to the refinancing of
debt. Income tax expense is adjusted to reflect 38% of adjusted pre-tax net
income. Adjusted net income pro formaEPS is Adjusted net income (loss)
divided by the pro forma shares outstanding.

RMCO adjusted pro forma net income as if Holdings owned 100% of RMCO, as
defined by RE/MAX, represents net income for RMCO before non-controlling
interest and after pro forma corporate income tax expense applied at an
assumed 38.0% rate and assumes the full exchange of Class B shares into Class
A Common Stock. Basic and dilutedEPS consists of RMCO adjusted pro forma net
income as if Holdings owned 100% of RMCO, divided by the aggregate number of
the Company's Class A Common Stock outstanding, assuming full exchange of
Class B shares into Class A Common Stock of RE/MAX Holdings, Inc. and giving
effect to the dilutive impact, if any, of stock options and restricted stock
awards.

TABLE 9
RE/MAX Holdings, Inc.
Adjusted Net Income and Pro Forma Earnings per Share
(Reflects RE/MAX Holdings actual ownership of 39.56% of RMCO, LLC)
(Unaudited)
(Amounts in thousands except shares outstanding and EPS)
                                             Three months ended September30,
                                             2013                2012
Consolidated:
Net income                                  $     7,697     $   12,350
Amortization expense                         3,141               2,192
Canadian tax expense                         702                 636
One-time add-backs:
 Loss on early extinguishment of debt (1)  1,664               -
 Interest charges incurred to refinance    1,918               -
debt (2)
Adjusted pre-tax net income                  15,122              15,178
Less: Income attributable to non-controlling (9,140)             (9,174)
interest
Less: Provision for income taxes on RE/MAX   (2,273)             (2,282)
earnings at 38%
Adjusted pro forma net income                $     3,709     $   3,722
Total basic pro forma shares outstanding     11,607,971          11,607,971
Total diluted pro forma shares outstanding   12,255,123          12,255,123
Adjusted Net Income Pro Forma Basic Earnings $      0.32    $    0.32
per Share Calculation:
Adjusted Net Income Pro Forma Diluted        $      0.30    $    0.30
Earnings per Share Calculation:

(1) Represents losses incurred on early extinguishment of debt related to the
entire repayment of debt of our pre-existing debt facility during the three
months ended September 30, 2013 and losses incurred on the early
extinguishment of debt on our senior secured credit facility during the nine
months ended September 30, 2013 and 2012.

(2) In connection with the repayment of debt of our pre-existing debt facility
during the three months ended September 30, 2013, $1,918,000 paid to third
parties were expensed as incurred.

Adjusted net income (loss) is defined by the Company as net income (loss)
before amortization and certain one-time expenses such as loss on
earlyextinguishment of debt and interest charges related to the refinancing
of debt. Income tax expense is adjusted to reflect 38% of adjusted pre-tax net
income. Adjusted net income pro formaEPS is Adjusted net income (loss)
divided by the weighted average common and common equivalent shares
outstanding.

Non-GAAP Financial Measures

The SEC has adopted rules to regulate the use in filings with the SEC and in
public disclosures of non-GAAP financial measures, such as Adjusted EBITDA and
Free Cash Flow and the ratios related thereto. These measures are derived on
the basis of methodologies other than in accordance with GAAP.

RE/MAX defines Adjusted EBITDA as EBITDA (consolidated net income (loss)
before depreciation and amortization, interest expense, net and income taxes,
each of which is presented in the Company's unaudited condensed consolidated
financial statements included elsewhere in this release), adjusted for the
impact of the following items that the Company does not consider
representative of the Company's ongoing operating performance: (gain) loss on
sale of assets and sublease, (gain) loss on early extinguishment of debt,
equity based compensation, deferred rent adjustments, salaries paid to David
and Gail Liniger, the Company's Chairman and Vice Chairman, respectively, that
the Company will not continue to pay subsequent to the Company's IPO, expenses
incurred in connection with the Company's IPO and acquisition transaction
costs. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by total
revenue for the given period.

Because Adjusted EBITDA omits certain non-cash items and other infrequent cash
charges, the Company believes that it is less susceptible to variances in
actual performance resulting from depreciation, amortization and other noncash
charges and other infrequent cash charges and is more reflective of other
factors that affect the Company's operating performance. The Company presents
Adjusted EBITDA because it believes it is useful as a supplemental measure in
evaluating the performance of the Company's operating businesses and provides
greater transparency into the Company's results of operations. The Company's
management uses Adjusted EBITDA as a factor in evaluating the performance of
their business.

Adjusted EBITDA should not be considered in isolation or as a substitute for
net income or other statement of operations data prepared in accordance with
GAAP. Adjusted EBITDA has limitations as an analytical tool, and you should
not consider Adjusted EBITDA either in isolation or as a substitute for
analyzing our results as reported under GAAP. Some of these limitations are:

  othis measure does not reflect changes in, or cash requirements for, the
    Company's working capital needs;
  othis measure does not reflect the Company's interest expense, or the cash
    requirements necessary to service interest or principal payments on the
    Company's debt;
  othis measure does not reflect the Company's income tax expense or the cash
    requirements to pay the Company's taxes;
  othis measure does not reflect historical cash expenditures or future
    requirements for capital expenditures or contractual commitments;
  oalthough depreciation and amortization are non-cash charges, the assets
    being depreciated and amortized will often require replacement in the
    future, and these measures do not reflect any cash requirements for such
    replacements; and
  oother companies may calculate this measure differently so they may not be
    comparable.

SOURCE RE/MAX Holdings, Inc.

Website: http://www.remax.com
Contact: Investors, Peter Crowe, (303) 796-3815, pcrowe@remax.com; or Media,
Shaun White, (303) 796-3405, shaunwhite@remax.com