Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 28, 2018 | Jun. 30, 2017 | |
Entity Registrant Name | RE/MAX Holdings, Inc. | ||
Entity Central Index Key | 1,581,091 | ||
Document Period End Date | Dec. 31, 2017 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Current Reporting Status | No | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 988.5 | ||
Common Class A | |||
Entity Common Stock, Shares Outstanding | 17,696,991 | ||
Common Class B | |||
Entity Common Stock, Shares Outstanding | 1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 50,807 | $ 57,609 |
Accounts and notes receivable, current portion, net | 21,304 | 19,419 |
Income taxes receivable | 870 | |
Other current assets | 6,924 | 4,186 |
Total current assets | 79,905 | 81,214 |
Property and equipment, net | 2,905 | 2,691 |
Franchise agreements, net | 119,349 | 109,140 |
Other intangible assets, net | 8,476 | 9,811 |
Goodwill | 135,213 | 126,633 |
Deferred tax assets, net | 59,151 | 105,770 |
Other assets, net of current portion | 1,563 | 1,894 |
Total assets | 406,562 | 437,153 |
Current liabilities: | ||
Accounts payable | 517 | 1,000 |
Accrued liabilities | 15,390 | 13,268 |
Income taxes payable | 133 | 379 |
Deferred revenue and deposits | 18,918 | 16,306 |
Current portion of debt | 2,350 | 2,350 |
Current portion of payable pursuant to tax receivable agreements | 6,252 | 13,235 |
Total current liabilities | 43,560 | 46,538 |
Debt, net of current portion | 226,636 | 228,470 |
Payable pursuant to tax receivable agreements, net of current portion | 46,923 | 85,574 |
Deferred tax liabilities, net | 151 | 133 |
Other liabilities, net of current portion | 19,897 | 15,729 |
Total liabilities | 337,167 | 376,444 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
Additional paid-in capital | 451,199 | 448,713 |
Retained earnings | 16,027 | 16,005 |
Accumulated other comprehensive income (loss), net of tax | 515 | (28) |
Total stockholders' equity attributable to RE/MAX Holdings, Inc. | 467,743 | 464,692 |
Non-controlling interest | (398,348) | (403,983) |
Total stockholders' equity | 69,395 | 60,709 |
Total liabilities and stockholders' equity | 406,562 | 437,153 |
Common Class A | ||
Stockholders' equity: | ||
Common stock | 2 | 2 |
Common Class B | ||
Stockholders' equity: | ||
Common stock |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Common Class A | Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 17,696,991 | 17,652,548 |
Common stock, shares outstanding | 17,696,991 | 17,652,548 |
Common Class B | ||
Common stock, shares outstanding | 1 | |
Common Class B | Common Stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 1 | 1 |
Common stock, shares outstanding | 1 | 1 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue: | |||
Continuing franchise fees | $ 93,694 | $ 81,197 | $ 73,750 |
Annual dues | 33,767 | 32,653 | 31,758 |
Broker fees | 43,801 | 37,209 | 32,334 |
Franchise sales and other franchise revenue | 24,667 | 25,131 | 25,468 |
Brokerage revenue | 112 | 13,558 | |
Total revenue | 195,929 | 176,302 | 176,868 |
Operating expenses: | |||
Selling, operating and administrative expenses | 107,268 | 88,213 | 91,561 |
Depreciation and amortization | 20,512 | 16,094 | 15,124 |
Loss (gain) on sale or disposition of assets, net | 660 | 178 | (3,397) |
Gain on reduction in tax receivable agreement liability (note 11) | (32,736) | ||
Total operating expenses | 95,704 | 104,485 | 103,288 |
Operating income | 100,225 | 71,817 | 73,580 |
Other expenses, net: | |||
Interest expense | (9,996) | (8,596) | (10,413) |
Interest income | 352 | 160 | 178 |
Foreign currency transaction gains (losses) | 174 | (86) | (1,661) |
Loss on early extinguishment of debt | (796) | (94) | |
Equity in earnings of investees | 1,215 | ||
Total other expenses, net | (9,470) | (9,318) | (10,775) |
Income before provision for income taxes | 90,755 | 62,499 | 62,805 |
Provision for income taxes | (55,576) | (15,273) | (12,030) |
Net income | 35,179 | 47,226 | 50,775 |
Less: net income attributable to non-controlling interest (note 3) | 22,364 | 24,830 | 34,363 |
Net income attributable to RE/MAX Holdings, Inc. | $ 12,815 | $ 22,396 | $ 16,412 |
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock | |||
Basic | $ 0.72 | $ 1.27 | $ 1.30 |
Diluted | $ 0.72 | $ 1.27 | $ 1.28 |
Weighted average shares of Class A common stock outstanding | |||
Basic | 17,688,533 | 17,628,741 | 12,671,051 |
Diluted | 17,731,800 | 17,677,768 | 12,829,214 |
Cash dividends declared per share of Class A common stock | $ 0.72 | $ 0.60 | $ 2 |
Common Class A | |||
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock | |||
Basic | 0.72 | 1.27 | 1.30 |
Diluted | $ 0.72 | $ 1.27 | $ 1.28 |
Weighted average shares of Class A common stock outstanding | |||
Basic | 17,688,533 | 17,628,741 | 12,671,051 |
Diluted | 17,731,800 | 17,677,768 | 12,829,214 |
Cash dividends declared per share of Class A common stock | $ 0.72 | $ 0.60 | $ 2 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income | $ 35,179 | $ 47,226 | $ 50,775 |
Change in cumulative translation adjustment | 1,074 | 165 | (1,289) |
Other comprehensive income (loss), net of tax | 1,074 | 165 | (1,289) |
Comprehensive income | 36,253 | 47,391 | 49,486 |
Less: comprehensive income attributable to non-controlling interest | 22,895 | 24,918 | 34,065 |
Comprehensive income attributable to RE/MAX Holdings, Inc., net of tax | $ 13,358 | $ 22,473 | $ 15,421 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common StockCommon Class A | Common StockCommon Class B | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income (loss) | Non-controlling interest | Common Class A | Common Class B | Total |
Beginning balance, Value at Dec. 31, 2014 | $ 1 | $ 242,435 | $ 11,822 | $ 886 | $ (215,861) | $ 39,283 | |||
Beginning balance, Shares at Dec. 31, 2014 | 11,768,041 | 1 | |||||||
Net income | 16,412 | 34,363 | 50,775 | ||||||
Distributions to non-controlling unitholders | (42,827) | (42,827) | |||||||
Equity-based compensation expense and related dividend equivalents, value | 1,453 | 1,453 | |||||||
Dividends to Class A common stockholders | (24,003) | $ (24,000) | (24,003) | ||||||
Change in accumulated other comprehensive (loss) income | (991) | (298) | (1,289) | ||||||
Excess tax benefit realized on exercise of stock options and delivery of vested restricted stock units | 2,770 | 2,770 | |||||||
Payroll taxes related to net settled restricted stock units | (327) | (327) | |||||||
Payroll taxes related to net settled restricted stock units (in shares) | (8,873) | ||||||||
Issuance of Class A common stock, equity-based compensation plans, value | 2,248 | $ 2,248 | |||||||
Issuance of Class A common stock, equity-based compensation plans, shares | 650,183 | ||||||||
Issuance of Class A common stock, net of underwriters discount and expenses, value | $ 1 | 186,299 | (186,300) | ||||||
Issuance of Class A common stock, net of underwriters discount and expenses, shares | 5,175,000 | 5,200,000 | |||||||
Equity effect of establishment of payable pursuant to tax receivable agreements | (33,018) | $ (33,018) | |||||||
Equity effect of step-up in tax basis and share of RE/MAX Holdings' inside tax basis | 43,774 | 43,774 | |||||||
Other | 575 | 575 | |||||||
Ending balance, Value at Dec. 31, 2015 | $ 2 | 446,209 | 4,231 | (105) | (410,923) | 39,414 | |||
Ending balance, Shares at Dec. 31, 2015 | 17,584,351 | 1 | |||||||
Net income | 22,396 | 24,830 | 47,226 | ||||||
Distributions to non-controlling unitholders | (17,927) | (17,927) | |||||||
Equity-based compensation expense and related dividend equivalents, value | 2,330 | 2,330 | |||||||
Dividends to Class A common stockholders | (10,578) | (10,600) | (10,578) | ||||||
Change in accumulated other comprehensive (loss) income | 77 | 88 | 165 | ||||||
Payroll taxes related to net settled restricted stock units | (516) | (516) | |||||||
Payroll taxes related to net settled restricted stock units (in shares) | (13,639) | ||||||||
Issuance of Class A common stock, equity-based compensation plans, value | 101 | 101 | |||||||
Issuance of Class A common stock, equity-based compensation plans, shares | 81,836 | ||||||||
Other | 466 | 466 | |||||||
Ending balance, Value at Dec. 31, 2016 | $ 2 | 448,713 | 16,005 | (28) | (403,983) | 60,709 | |||
Ending balance, Shares at Dec. 31, 2016 | 17,652,548 | 1 | |||||||
Cumulative effect adjustment from change in accounting principle | 123 | (44) | (51) | 28 | |||||
Net income | 12,815 | 22,364 | 35,179 | ||||||
Distributions to non-controlling unitholders | (17,260) | (17,260) | |||||||
Equity-based compensation expense and related dividend equivalents, value | 2,900 | (53) | 2,847 | ||||||
Equity-based compensation expense and related dividend equivalents, shares | 58,426 | ||||||||
Dividends to Class A common stockholders | (12,740) | $ (12,700) | (12,740) | ||||||
Change in accumulated other comprehensive (loss) income | 543 | 531 | 1,074 | ||||||
Payroll taxes related to net settled restricted stock units | (816) | (816) | |||||||
Payroll taxes related to net settled restricted stock units (in shares) | (13,983) | ||||||||
Other | 402 | 402 | |||||||
Ending balance, Value at Dec. 31, 2017 | $ 2 | $ 451,199 | $ 16,027 | $ 515 | $ (398,348) | $ 69,395 | |||
Ending balance, Shares at Dec. 31, 2017 | 17,696,991 | 1 | 1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net income | $ 35,179 | $ 47,226 | $ 50,775 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 20,512 | 16,094 | 15,124 |
Bad debt expense | 1,109 | 1,195 | 433 |
Loss (gain) on sale or disposition of assets and sublease, net | 4,260 | (171) | (3,650) |
Loss on early extinguishment of debt | 796 | 94 | |
Equity in earnings of investees | (1,215) | ||
Distributions received from equity investees | 1,178 | ||
Equity-based compensation expense | 2,900 | 2,330 | 1,453 |
Deferred income tax expense | 46,494 | 3,473 | 2,531 |
Fair value adjustments to contingent consideration | 180 | 100 | |
Payments pursuant to tax receivable agreements | (13,371) | (1,344) | |
Non-cash change in tax receivable agreement liability | (32,736) | ||
Other | 1,145 | 1,029 | 1,014 |
Changes in operating assets and liabilities: | |||
Accounts and notes receivable, current portion | (2,924) | (3,841) | (999) |
Advances from/to affiliates | (106) | 71 | (771) |
Other current and noncurrent assets | (2,414) | 362 | 502 |
Other current and noncurrent liabilities | 1,583 | (2,616) | 7,253 |
Income taxes receivable/payable | (1,133) | (71) | 2,770 |
Deferred revenue and deposits, current portion | 2,610 | (254) | 866 |
Net cash provided by operating activities | 63,288 | 64,379 | 77,358 |
Cash flows from investing activities: | |||
Purchases of property, equipment and software and capitalization of trademark costs | (2,198) | (4,502) | (3,628) |
Acquisitions, net of cash acquired of $0, $131 and $0, respectively | (35,720) | (112,934) | |
Dispositions | 200 | 5,650 | |
Other investing activity, net | (96) | (358) | |
Net cash (used in) provided by investing activities | (37,918) | (117,332) | 1,664 |
Cash flows from financing activities: | |||
Proceeds from issuance of debt, net | 233,825 | ||
Payments on debt | (2,366) | (203,298) | (9,722) |
Capitalized debt amendment costs | (1,379) | (555) | |
Distributions paid to non-controlling unitholders | (17,260) | (17,927) | (42,827) |
Dividends and dividend equivalents paid to Class A common stockholders | (12,793) | (10,578) | (24,003) |
Proceeds from exercise of stock options | 101 | 2,248 | |
Payment of payroll taxes related to net settled restricted stock units | (816) | (516) | (327) |
Net cash (used in) provided by financing activities | (33,235) | 228 | (75,186) |
Effect of exchange rate changes on cash | 1,063 | 122 | (823) |
Net (decrease) increase in cash and cash equivalents | (6,802) | (52,603) | 3,013 |
Cash and cash equivalents, beginning of year | 57,609 | 110,212 | 107,199 |
Cash and cash equivalents, end of period | 50,807 | 57,609 | 110,212 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 9,972 | 7,797 | 9,319 |
Net cash paid for income taxes | 10,078 | 11,912 | 5,841 |
Schedule of non-cash investing and financing activities: | |||
Establishment of amounts payable under tax receivable agreements | 33,018 | ||
Establishment of deferred tax assets | 43,774 | ||
Note receivable received as consideration for sale of brokerage operations assets | 150 | 851 | |
Increase in accounts payable for capitalization of trademark costs and purchases of property, equipment and software | $ 295 | 150 | $ 667 |
Contingent consideration issued in a business acquisition | $ 6,300 |
Consolidated Statements of Cas8
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Consolidated Statements of Cash Flows | |||
Cash acquired | $ 0 | $ 131 | $ 0 |
Business and Organization
Business and Organization | 12 Months Ended |
Dec. 31, 2017 | |
Business and Organization | |
Business and Organization | 1. Business and Organization RE/MAX Holdings, Inc. (“RE/MAX Holdings”) was formed as a Delaware corporation on June 25, 2013. On October 7, 2013, RE/MAX Holdings completed an initial public offering (the “IPO”) of its shares of Class A common stock. RE/MAX Holdings’ only business is to act as the sole manager of RMCO, LLC (“RMCO”). As of December 31, 2017, RE/MAX Holdings owns 58.49% of the common membership units in RMCO, while RIHI, Inc. (“RIHI”) owns the remaining 41.51% of common membership units in RMCO. RE/MAX Holdings and its consolidated subsidiaries, including RMCO, are referred to hereinafter as the “Company.” The Company is a franchisor in the real estate industry, franchising real estate brokerages globally under the RE/MAX brand (“RE/MAX”) and mortgage brokerages within the United States (“U.S.”) under the Motto Mortgage brand (“Motto”). RE/MAX, founded in 1973, has over 115,000 agents operating in over 7,000 offices located in more than 100 countries and territories. Motto, founded in 2016, is the first nationally franchised mortgage brokerage in the U.S. The Company sold certain operating assets and liabilities of its owned brokerage offices during 2015 and the first quarter of 2016 to existing RE/MAX franchisees. (See Note 5, Acquisitions and Dispositions ). Since then, the Company is 100% franchised, no longer operates any real estate brokerage offices and no longer recognizes brokerage revenue (which consisted of fees assessed by the Company’s owned brokerages for services provided to their affiliated real estate agents). The Company’s revenue is derived as follows: · Continuing franchise fees which consist of fixed contractual fees paid monthly by regional franchise owners and franchisees based on the number of RE/MAX agents in the respective franchised region or office and the number of Motto offices (no significant continuing franchise fees were generated by Motto during the periods presented); · Annual dues from RE/MAX agents; · Broker fees, which consist of fees paid on real estate commissions when an agent sells a home; · Franchise sales and other franchise revenue which consist of fees from initial sales of RE/MAX and Motto franchises, renewals of RE/MAX franchises, master franchise fees, preferred marketing arrangements, approved supplier programs and event-based revenue from training and other programs; and · Brokerage revenue prior to the sale of the Company’s brokerage offices in January 2016. RE/MAX Holdings Capital Structure RE/MAX Holdings has two classes of common stock, Class A common stock and Class B common stock, which are described as follows: Class A common stock Holders of shares of Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Additionally, holders of shares of Class A common stock are entitled to receive dividends when and if declared by the Company’s Board of Directors, subject to any statutory or contractual restrictions on the payment of dividends. Holders of shares of Class A common stock do not have preemptive, subscription, redemption or conversion rights. Class B common stock RIHI is the sole holder of Class B common stock and is controlled by David Liniger, the Company’s Chairman and Co-Founder, and Gail Liniger, the Company’s Vice Chair and Co-Founder. The holder of Class B common stock is entitled to two votes for each Common Unit in RMCO held by the holder, without regard to the number of shares of Class B common stock held. Accordingly, Common Unitholders of RMCO collectively have a number of votes in RE/MAX Holdings that is equal to two times the aggregate number of Common Units that they hold. The voting rights of the Class B common stock will be reduced to one times the aggregate number of RMCO Common Units held after any of the following events: (i) October 7, 2018; (ii) the death of David Liniger, the Company’s Chairman and Co-Founder; or (iii) at such time as RIHI’s ownership of RMCO Common Units falls below 30% of the number of RMCO common units held by RIHI immediately after the IPO. Additionally, if any Common Units of RMCO are validly transferred in accordance with the terms of the New RMCO, LLC Agreement, the voting rights of the corresponding shares of Class B common stock transferred will also be reduced to one times the aggregate number of RMCO Common Units held by such transferee, unless the transferee is David Liniger. Holders of shares of Class A common stock and Class B common stock vote together as a single class on all matters presented to the Company’s stockholders for their vote or approval, except as otherwise required by applicable law. Holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon a dissolution or liquidation or the sale of all or substantially all of the Company’s assets. Additionally, holders of shares of Class B common stock do not have preemptive, subscription, redemption or conversion rights. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements and notes thereto included in this Annual Report on Form 10-K have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The accompanying consolidated financial statements are presented on a consolidated basis and include the accounts of RE/MAX Holdings and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, the accompanying consolidated financial statements reflect all normal and recurring adjustments necessary to present fairly the Company’s financial position as of December 31, 2017 and 2016, the results of its operations and comprehensive income, changes in its stockholders’ equity and its cash flows for the years ended December 31, 2017, 2016 and 2015. During 2017 and 2016, the Company completed the acquisitions of various independent regions. Their results of operations, cash flows and financial positions are included in the consolidated financial statements from their respective dates of acquisition. See Note 5, Acquisitions and Dispositions for additional information. Reclassifications Certain items in the accompanying consolidated financial statements as of and for the years ended December 31, 2016 and 2015 have been reclassified to conform to the current year’s presentation. These reclassifications did not affect the Company’s consolidated results of operations. Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant areas in which management uses assumptions include, among other things, the allowance for doubtful accounts, the estimated lives of intangible assets, amounts accrued for litigation matters, the fair value of assets acquired and liabilities assumed in business combinations, the accounting for income taxes, the fair value of reporting units used in the annual assessment of goodwill, the fair value of the contingent consideration and the amounts due to RIHI and Oberndorf Investments LLC (“Oberndorf”) pursuant to the terms of the tax receivable agreements (the “TRAs”) discussed in more detail in Note 3, Non-controlling Interest . Actual results could differ from those estimates. Principles of Consolidation As of December 31, 2017, RE/MAX Holdings owns 58.49% of the common membership units in RMCO, and, as its managing member, RE/MAX Holdings controls RMCO’s operations, management and activities. As a result, RE/MAX Holdings consolidates RMCO and records a non-controlling interest in the accompanying Consolidated Balance Sheets and records net income attributable to the non-controlling interest and comprehensive income attributable to the non-controlling interest in the accompanying Consolidated Statements of Income and Consolidated Statements of Comprehensive Income, respectively. Segment Reporting Since the first quarter of 2016, the Company has operated in one reportable segment, Real Estate Franchise Services. The Company launched Motto in October 2016, and, while we operate through both RE/MAX and Motto as of December 31, 2017, due to the immateriality of revenue earned by Motto, we disclose only one reportable segment. Revenue Recognition The Company generates revenue from continuing franchise fees, annual dues, broker fees, franchise sales and other franchise revenue and, through January 2016, brokerage revenue. Revenue is recognized when there is persuasive evidence of an arrangement, the service has been rendered, the price is fixed or determinable and collection of the fees is reasonably assured. Continuing Franchise Fees The Company provides an ongoing trademark license, operational, training and administrative services and systems to franchisees, which include technology and tools designed to help the Company’s franchisees attract new or retain existing agents. In addition, training, technology and other tools are provided to the agents within the network to enable them to enhance the service provided to home buyers and sellers. RE/MAX continuing franchise fees principally consists of fixed fees earned monthly from franchisees on a per agent basis. Motto continuing franchise fees are fixed contractual fees paid monthly by Motto franchisees. Revenue from continuing franchise fees is recognized in income when it is earned and becomes due and payable, as stipulated in the related franchise agreements. Annual Dues Annual dues revenue represents amounts assessed to agents for membership affiliation in the RE/MAX network. The Company defers the annual dues revenue when billed and recognizes the revenue ratably over the 12-month period to which it relates. As of December 31, 2017 and 2016, the Company had deferred annual dues revenue totaling approximately $15.3 million and $14.2 million, respectively. Loan originators employed by Motto franchisees do not pay annual dues. The activity in the Company’s annual dues deferred revenue consists of the following (in thousands): Balance at beginning of period New billings Revenue recognized Balance at end of period Year ended December 31, 2017 $ 14,227 $ 34,837 $ (33,767) $ 15,297 Year ended December 31, 2016 $ 13,106 $ 33,774 $ (32,653) $ 14,227 Year ended December 31, 2015 $ 12,912 $ 31,952 $ (31,758) $ 13,106 Broker Fees Revenue from broker fees represents fees received from the Company’s franchise offices that are primarily based on a percentage of agents’ gross commission income. Revenue from broker fees is determined upon close of the home-sale transaction and recognized as revenue when the fees become due and payable, as stipulated in the related franchise agreements. Agents in certain regions existing prior to 2004, the year the Company began assessing broker fees, are generally “grandfathered” and continue to be exempt from paying a broker fee. As of December 31, 2017 grandfathered agents represented approximately 20% of total U.S. Company-owned agents. Motto franchisees do not pay any fees based on the number or dollar value of loans brokered. Franchise Sales and Other Franchise Revenue Franchise sales and other franchise revenue is primarily comprised of revenue from the sale or renewal of franchises, as well as other revenue including revenue from preferred marketing arrangements and with approved suppliers, and registration revenue from conventions held for agents and broker owners in the RE/MAX network. Upon the sale of a franchise, the Company recognizes revenue from franchise sales when it has no significant continuing operational obligations, substantially all of the initial services have been performed by the Company and other conditions affecting consummation of the sale have been met. In the event the franchisee fails to perform under the franchise agreement or defaults on the purchase obligations, the Company has the right to reacquire the franchise and to resell or operate that specific franchise. Franchise sales revenue recognized during the years ended December 31, 2017, 2016 and 2015 was $10.8 million, $8.8 million and $9.7 million, respectively. Brokerage Revenue As discussed in Note 5, Acquisitions and Dispositions the Company sold certain operating assets and liabilities of brokerage offices during 2015 and the first quarter of 2016 and, subsequent thereto, no longer operates any real estate brokerage offices and no longer recognizes brokerage revenue. Prior to the sale of the Company’s brokerage offices, brokerage revenue principally represented fees assessed by the Company-owned brokerages for services provided to their affiliated real estate agents. Because the independent contractors in the Company-owned brokerage offices operated as agents in a real estate transaction, the commissions earned and the related commission expenses paid to the agents were recorded on a net basis. Selling, Operating and Administrative Expenses Selling, operating and administrative expenses primarily consist of personnel costs, including salaries, benefits, payroll taxes and other compensation expenses, professional fees, rent and related facility operations expense, as well as expenses for marketing, expanding and supporting the Company’s franchise and, through January 2016, brokerage operations. Cash and Cash Equivalents Cash and cash equivalents include bank deposits and other highly liquid investments purchased with an original purchase maturity of three months or less. Fair Value of Financial Instruments The carrying amounts of financial instruments, net of any allowances, including cash equivalents, accounts and notes receivable, accounts payable and accrued expenses approximate fair value due to their short-term nature. Accounts and Notes Receivable Accounts receivable from the Company’s franchise operations are recorded at the time the Company bills under the terms of the franchise agreements and other contractual arrangements and do not bear interest. The Company provides limited financing of certain franchise sales through the issuance of notes receivable that either bear interest at a rate of prime plus 2% or at a stated amount, which is fixed at the inception of the note with the associated earnings recorded in “Interest income” in the accompanying Consolidated Statements of Income. Amounts collected on notes receivable are included in “Net cash provided by operating activities” in the accompanying Consolidated Statements of Cash Flows. In circumstances where the Company has the contractual right to bill its franchisees, but where collectability is not sufficiently assured, the Company records a receivable and deferred revenue, which amounted to $1.2 and $1.0 million as of December 31, 2017 and 2016, respectively. The Company records allowances against its accounts and notes receivable balances for estimated probable losses. Increases and decreases in the allowance for doubtful accounts are established based upon changes in the credit quality of receivables and are included as a component of “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. The allowance for doubtful accounts and notes receivable are the Company’s best estimate of the amount of probable credit losses, and is based on historical experience, industry and general economic conditions, and the attributes of specific accounts. The activity in the Company’s allowances against accounts and notes receivable consists of the following (in thousands): Additions/charges Balance at to cost and expense for beginning of period allowances for doubtful accounts Deductions/write-offs Balance at end of period Year ended December 31, 2017 $ 5,535 $ 1,159 $ (491) $ 6,203 Year ended December 31, 2016 $ 4,483 $ 1,325 $ (273) $ 5,535 Year ended December 31, 2015 $ 4,495 $ 353 $ (365) $ 4,483 For the years ended December 31, 2017, 2016 and 2015, bad debt expense related to trade accounts and notes receivable was $1.1 million, $1.2 million and $0.4 million, respectively, and is reflected in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. Accumulated Other Comprehensive Income (Loss), Foreign Operations and Foreign Currency Translation Accumulated other comprehensive income (loss) includes all changes in equity during a period that have yet to be recognized in income, except those resulting from transactions with stockholders and is comprised of foreign currency translation adjustments. As of December 31, 2017, the Company, directly and through its franchisees, conducted operations in over 100 countries and territories, including the U.S. and Canada. The functional currency for the Company’s domestic operations is the U.S. dollar and for its Canadian subsidiary is the Canadian Dollar. Assets and liabilities of the Canadian subsidiary are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of income and cash flows are translated at the average exchange rates in effect during the applicable period. Exchange rate fluctuations on translating consolidated foreign currency financial statements into U.S. dollars that result in unrealized gains or losses are referred to as translation adjustments. Cumulative translation adjustments are recorded as a component of “Accumulated other comprehensive income,” a separate component of stockholders’ equity, and periodic changes are included in comprehensive income. When the Company sells a part or all of its investment in a foreign entity resulting in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided, it releases any related cumulative translation adjustment into net income. Foreign currency denominated monetary assets and liabilities and transactions occurring in currencies other than the Company’s or the Company’s consolidated foreign subsidiaries’ functional currencies are recorded based on exchange rates at the time such transactions arise. Changes in exchange rates with respect to amounts recorded in the accompanying Consolidated Balance Sheets related to these non-functional currency transactions result in transaction gains and losses that are reflected in the accompanying Consolidated Statements of Income as “Foreign currency transaction gains (losses).” Property and Equipment Property and equipment, including leasehold improvements, are initially recorded at cost. Depreciation is provided for on a straight-line method over the estimated useful lives of each asset class and commences when the property is placed in service. Amortization of leasehold improvements is provided for on a straight-line method over the estimated benefit period of the related assets or the lease term, if shorter. Franchise Agreements and Other Intangible Assets The Company’s franchise agreements result from franchise rights acquired from Independent Region acquisitions and are initially recorded at fair value. The Company amortizes the franchise agreements over their estimated useful life on a straight-line basis. The Company also purchases and develops software for internal use. Software development costs incurred during the application development stage as well as upgrades and enhancements that result in additional functionality are capitalized. Costs incurred during the preliminary project and post-implementation-operation stages are expensed as incurred. Software development costs are generally amortized over a term of three to five years. Purchased software licenses are amortized over their estimated useful lives. In addition, the Company owns the principal trademarks, service marks and trade names that it uses in conjunction with operating its business. These intangible assets increase when the Company pays to file trademark applications in the U.S. and certain other jurisdictions globally. The Company’s trademarks are amortized on a straight-line basis over their estimated useful lives. The Company reviews its franchise agreements and other intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is assessed by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated from such asset. If not recoverable, the excess of the carrying amount of an asset over its estimated discounted cash flows would be charged to operations as an impairment loss. For each of the years ended December 31, 2017, 2016 and 2015, there were no impairments indicated for such assets. Goodwill Goodwill is an asset representing the future economic benefits arising from the other assets acquired in a business combination that are not individually identified and separately recognized. The Company assesses goodwill for impairment at least annually or whenever an event occurs or circumstances change that would indicate impairment may have occurred at the reporting unit level. Reporting units are driven by the level at which segment management reviews operating results. The Company performs its required impairment testing annually on August 31. The Company’s impairment assessment begins with a qualitative assessment to determine if it is more likely than not that a reporting unit’s fair value is less than the carrying amount. The initial qualitative assessment includes comparing the overall financial performance of the reporting units against the planned results as well as other factors which might indicate that the reporting unit’s value has declined since the last assessment date. If it is determined in the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the standard two-step quantitative impairment test is performed. The first step of the quantitative impairment test consists of comparing the estimated fair value of each reporting unit with its carrying amount, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying value, then it is not considered impaired and no further analysis is required. If the first step of the quantitative impairment test indicates that the estimated fair value of a reporting unit is less than its carrying value, then impairment potentially exists and the second step of the quantitative impairment test is performed to measure the amount of goodwill impairment. Goodwill impairment exists when the estimated implied fair value of a reporting unit’s goodwill is less than its carrying value. During 2017, 2016 and 2015, the Company performed the qualitative impairment assessment for all of its reporting units by evaluating, among other things, market and general economic conditions, entity-specific events, events affecting a reporting unit and the Company’s results of operations and key performance measures. Except for Motto, the fair value of our reporting units significantly exceeded their carrying values at our latest assessment date. Motto is a startup business and its fair value is tied primarily to franchise sales over the next several years. Failure to achieve targeted franchise sales would result in an impairment of this goodwill balance. The Company did not record any goodwill impairments during the years ended December 31, 2017, 2016 and 2015. Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Management periodically assesses the recoverability of its deferred tax assets based upon expected future earnings, future deductibility of the asset and changes in applicable tax laws and other factors. If management determines that it is not probable that the deferred tax asset will be fully recoverable in the future, a valuation allowance may be established for the difference between the asset balance and the amount expected to be recoverable in the future. The allowance will result in a charge to the Company’s Consolidated Statements of Income. Further, the Company records its income taxes receivable and payable based upon its estimated income tax liability. RMCO complies with the requirements of the Internal Revenue Code that are applicable to limited liability companies that have elected to be treated as partnerships, which allow for the complete pass-through of taxable income or losses to RMCO’s unitholders, who are individually responsible for any federal tax consequences. Provision for Income Taxes includes the federal income tax obligation related to RE/MAX Holdings’ allocated portion of RMCO’s income. RMCO is subject to certain state and local taxes, and its global subsidiaries are subject to tax in certain jurisdictions. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Equity-Based Compensation The Company recognizes compensation expense associated with equity-based compensation as a component of “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. All equity-based compensation is required to be measured at fair value on the grant date, is expensed over the requisite service, generally over a three-year period, and forfeitures are accounted for as they occur. The Company recognizes compensation expense on awards on a straight-line basis over the requisite service period for the entire award. Refer to Note 12, Equity-Based Compensation for additional discussion regarding details of the Company’s equity-based compensation plans. New Accounting Pronouncements Not Yet Adopted In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220), which adjusts the classification of stranded tax effects resulting from the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. ASU 2018-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The standard is to be applied either in the period of adoption or retrospectively to each period effected by the Tax Cuts and Jobs Act. The Company plans to adopt this ASU on January 1, 2019. As of December 31, 2017, the Company completed the majority of its accounting for the tax effects of the Tax Cuts and Jobs Act. The Company believes the amendments of ASU 2018-02 will not have a significant impact on the Company’s consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) , which simplifies the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. ASU 2017-04 is effective for annual and interim impairment tests beginning January 1, 2020 for the Company and is required to be adopted using a prospective approach. Early adoption is allowed for annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements and related disclosures. Also in January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which clarifies when transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for fiscal years, and interim reporting periods within those years, beginning January 1, 2018 for the Company and is required to be adopted using a prospective approach. Early adoption is permitted for transactions not previously reported in issued financial statements. The Company will determine the effect of the standard on its consolidated financial statements and related disclosures based on the facts and circumstances of each individual acquisition or disposal. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which clarifies classification for certain cash receipts and cash payments on the consolidated statements of cash flow. ASU 2016-15 is effective for fiscal years, and interim reporting periods within those years, beginning January 1, 2018 for the Company. The standard requires a retrospective transition method for each period presented. Under the new guidance, the contingent consideration payments related to the purchase of Full House Mortgage Connection, Inc. (“Full House”) will be classified as financing outflows up to the $6.3 million acquisition date fair value and any cash payments paid in excess of the acquisition date fair value will be classified as operating outflows. (See Note 5, Acquisitions and Dispositions .) The Company expects no material impact on its financial statements and related disclosures upon the adoption of this standard. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires lessees to recognize the assets and liabilities that arise from all leases on the consolidated balance sheets. ASU 2016-02 is required to be adopted by the Company on January 1, 2019. Early adoption is permitted in any interim or annual reporting period. The standard requires a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The Company has not yet determined the effect of the standard on its consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , with several subsequent amendments, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The Company adopted this standard on January 1, 2018. The Company will use the modified retrospective transition method, which will result in restating each prior reporting period presented, fiscal years 2016 and 2017, in the year of adoption. Additionally, a cumulative effect adjustment will be recorded to the opening balance sheet as of the first day of fiscal year 2016, the earliest period presented. The adoption of the new guidance will change the timing of recognition of franchise sales and franchise renewal revenue. Currently, the Company recognizes revenue upon completion of a sale or renewal. Under the new guidance, franchise sales and renewal revenue, which are included in “Franchise Sales and Other Franchise Revenue” in the Consolidated Statements of Income, will be recognized over the contractual term of the franchise agreement. The impact to both “Franchise Sales and Other Franchise Revenue” and “Operating Income” in the Consolidated Statements of Income for 2017 from this change will be a decrease of less than $2.0 million. However, the Consolidated Balance Sheet as of December 31, 2017 will be adjusted in the first quarter of 2018 to reflect an increase in “Deferred revenue and deposits” of approximately $26.0 million. The commissions related to franchise sales will be recorded as a contract asset and be recognized over the contractual term of the franchise agreement. Currently, the Company expenses the commissions upon franchise sale completion. The impact from this change to “Selling, operating and administrative expenses” and “Operating Income” in the Consolidated Statements of Income for 2017 is immaterial and the Consolidated Balance Sheet as of December 31, 2017 will be adjusted in the first quarter of 2018 to reflect an increase in “Total assets” of approximately $4.0 million. The Company does not expect the adoption of the standard to have a material impact on other revenue streams. |
Non-controlling Interest
Non-controlling Interest | 12 Months Ended |
Dec. 31, 2017 | |
Noncontrolling Interest | |
Non-controlling Interest | 3. Non-controlling Interest RE/MAX Holdings is the sole managing member of RMCO and operates and controls all of the business affairs of RMCO. The ownership of the common units in RMCO is summarized as follows: d As of December 31, 2017 2016 Shares Ownership % Shares Ownership % Non-controlling interest ownership of common units in RMCO 12,559,600 41.51 % 12,559,600 41.57 % RE/MAX Holdings, Inc. outstanding Class A common stock (equal to RE/MAX Holdings, Inc. common units in RMCO) 17,696,991 58.49 % 17,652,548 58.43 % Total common units in RMCO 30,256,591 100.00 % 30,212,148 100.00 % The weighted average ownership percentages for the applicable reporting periods are used to calculate the net income attributable to RE/MAX Holdings. In 2015 RE/MAX Holdings’ economic interest in RMCO significantly increased as a result of RIHI’s redemption of 5.2 million common units in RMCO and issuance of 5.2 million shares of Class A common stock . A reconciliation of “Income before provision for income taxes” to “Net income attributable to RE/MAX Holdings, Inc.” and “Net Income attributable to non-controlling interest” in the accompanying Consolidated Statements of Income for the periods indicated is detailed as follows (in thousands, except percentages): Year Ended December 31, 2017 2016 2015 RE/MAX Holdings, Inc. Non-controlling interest Total RE/MAX Holdings, Inc. Non-controlling interest Total RE/MAX Holdings, Inc. Non-controlling interest Total Weighted average ownership percentage of RMCO (a) 58.48 % 41.52 % 100.00 % 58.40 % 41.60 % 100.00 % % 57.67 % 100.00 % Income before provision for income taxes $ 66,599 $ 24,156 $ 90,755 $ 36,446 $ 26,053 $ 62,499 $ 26,554 $ 36,251 $ 62,805 Provision for income taxes (b)(c) (53,784) (1,792) (55,576) (14,050) (1,223) (15,273) (10,142) (1,888) (12,030) Net income $ 12,815 $ 22,364 $ 35,179 $ 22,396 $ 24,830 $ 47,226 $ 16,412 $ 34,363 $ 50,775 (a) The weighted average ownership percentage of RMCO differs from the allocation of income before provision for income taxes between RE/MAX Holdings and the non-controlling interest due to certain relatively insignificant expenses and the gain on reduction in TRA liability in 2017 being recorded at RE/MAX Holdings. (b) The provision for income taxes attributable to RE/MAX Holdings is primarily comprised of U.S. federal and state income taxes on its proportionate share of the pass-through income from RMCO. However, it also includes its share of taxes directly incurred by RMCO and its subsidiaries, related primarily to tax liabilities in certain foreign jurisdictions. (c) The provision for income taxes attributable to the non-controlling interest represents its share of taxes related primarily to tax liabilities in certain foreign jurisdictions directly incurred by RMCO or its subsidiaries. Because RMCO is a pass-through entity there is no U.S. federal and state income tax provision recorded on the non-controlling interest. Distributions and Other Payments to Non-controlling Unitholders Under the terms of RMCO’s fourth amended and restated limited liability company operating agreement (the “New RMCO, LLC Agreement”), RMCO makes cash distributions to non-controlling unitholders on a pro-rata basis. The distributions paid or payable to or on behalf of non-controlling unitholders are summarized as follows (in thousands): Year Ended December 31, 2017 2016 Tax and other distributions $ 8,217 $ 10,391 Dividend distributions 9,043 7,536 Total distributions to non-controlling unitholders $ 17,260 $ 17,927 On February 21, 2018, the Company declared a distribution to non-controlling unitholders of $2.5 million, which is payable on March 21, 2018. RE/MAX Holdings ownership of RMCO and Tax Receivable Agreements RE/MAX Holdings has twice acquired significant portions of the ownership in RMCO; first in October 2013 at the time of IPO when RE/MAX Holdings acquired its initial 11.6 million common units of RMCO and, second, in November and December 2015 when it acquired 5.2 million additional common units. RE/MAX Holdings sold Class A common stock, which it exchanged for these common units of RMCO. RIHI then sold the Class A common stock to the market. When RE/MAX Holdings has acquired common units in RMCO, it received a step-up in tax basis on the underlying assets held by RMCO. The step-up is principally equivalent to the difference between (1) the fair value of the underlying assets on the date of acquisition of the common units and (2) their tax basis in RMCO, multiplied by the percentage of units acquired. The majority of the step-up in basis relates to intangibles assets, primarily franchise agreements and goodwill, and the step-up is often substantial. These assets are amortizable under IRS rules and result in deductions on the Company’s tax return for many years and consequently, RE/MAX Holdings receives a future tax benefit. These future benefits are reflected within deferred tax assets of approximately $59.2 million on the Company’s consolidated balance sheets as of December 31, 2017. If RE/MAX Holdings acquires additional common units of RMCO from RIHI, the percentage of RE/MAX Holdings’ ownership of RMCO will increase, and additional deferred tax assets will be created as additional tax basis step-ups occur. In connection with the initial sale of RMCO common units in October 2013, RE/MAX Holdings entered into TRAs which require that RE/MAX Holdings make annual payments to RIHI and Oberndorf Investments LLC (a successor to the other previous owner of RMCO) equivalent to 85% of any tax benefits realized on each year’s tax return from the additional tax deductions arising from the step-up in tax basis. A TRA liability was established for the future cash obligations expected to be paid under the TRAs and is not discounted. As of December 31, 2017, this liability was $53.2 million. Similar to the deferred tax assets, these liabilities would increase if RE/MAX Holdings acquires additional common units of RMCO from RIHI. Both these deferred tax assets and TRA liability were substantially reduced by the Tax Cuts and Jobs Act enacted in December 2017. The reduction in the corporate tax rate from 35% to 21% resulted in comparable reductions in both the deferred tax asset amounts and the TRA liabilities. See Note 11, Income Taxes for further information on the impact of the Tax Cuts and Jobs Act. |
Earnings Per Share and Dividend
Earnings Per Share and Dividends | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share and Dividends | |
Earnings Per Share and Dividends | 4. Earnings Per Share and Dividends Earnings Per Share Basic earnings per share (“EPS”) measures the performance of an entity over the reporting period. Diluted EPS measures the performance of an entity over the reporting period while giving effect to all potentially dilutive common shares that were outstanding during the period. The treasury stock method is used to determine the dilutive potential of stock options and restricted stock units. The following is a reconciliation of the numerator and denominator used in the basic and diluted EPS calculations (in thousands, except shares and per share information): Year Ended December 31, 2017 2016 2015 Numerator Net income attributable to RE/MAX Holdings, Inc. $ 12,815 $ 22,396 $ 16,412 Denominator for basic net income per share of Class A common stock Weighted average shares of Class A common stock outstanding 17,688,533 17,628,741 12,671,051 Denominator for diluted net income per share of Class A common stock Weighted average shares of Class A common stock outstanding 17,688,533 17,628,741 12,671,051 Add dilutive effect of the following: Stock options — 5,059 130,001 Restricted stock units 43,267 43,968 28,162 Weighted average shares of Class A common stock outstanding, diluted 17,731,800 17,677,768 12,829,214 Earnings per share of Class A common stock Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock, basic $ 0.72 $ 1.27 $ 1.30 Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock, diluted $ 0.72 $ 1.27 $ 1.28 There were no anti-dilutive shares for the years ended December 31, 2017, 2016 and 2015. The one share of Class B common stock outstanding does not share in the earnings of RE/MAX Holdings and is therefore not a participating security. Accordingly, basic and diluted net income per share of Class B common stock has not been presented. Dividends Dividends declared and paid to holders of the Company’s Class A common stock during the years ended December 31, 2017, 2016 and 2015 were $12.7 million, $10.6 million and $24.0 million, respectively. Dividends declared and paid quarterly per share on all outstanding shares of Class A common stock during the years ended December 31, 2017, 2016 and 2015 were as follows: Year Ended December 31, 2017 2016 2015 Date paid Per share Date paid Per share Date paid Per share Dividend declared during quarter ended: March 31 March 22, 2017 $ March 23, 2016 $ April 8, 2015 $ June 30 May 31, 2017 June 2, 2016 June 4, 2015 September 30 August 30, 2017 August 31, 2016 September 3, 2015 December 31 November 29, 2017 December 1, 2016 November 27, 2015 $ $ 0.60 $ On February 21, 2018, the Company’s Board of Directors declared a quarterly dividend of $0.20 per share on all outstanding shares of Class A common stock, which is payable on March 21, 2018 to stockholders of record at the close of business on March 7, 2018. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2017 | |
Acquisitions and Dispositions | |
Acquisitions and Dispositions | 5. Acquisitions and Dispositions Independent Region Acquisitions RE/MAX, LLC has acquired certain key assets of several Independent Regions, including the franchise agreements issued by the Company permitting the sale of RE/MAX franchises in the corresponding regions as well as the franchise agreements between those Independent Regions and the franchisees. RE/MAX, LLC acquired these assets in order to expand its owned and operated regional franchising operations. Details of these acquisitions are outlined in the tables below. The Company funded RE/MAX of Georgia, Inc., RE/MAX of Kentucky/Tennessee, Inc., and RE/MAX of Southern Ohio, Inc., collectively (“RE/MAX Regional Services”) by refinancing its 2013 Senior Secured Credit Facility (See Note 9, Debt ) and using cash from operations. The Company used cash generated from operations to fund all other Independent Region acquisitions. RE/MAX of Northern Illinois, Inc. RE/MAX Regional Services RE/MAX of New Jersey, Inc. RE/MAX of Alaska, Inc. RE/MAX of New York, Inc. Acquisition date November 15, 2017 December 15, 2016 December 1, 2016 April 1, 2016 February 22, 2016 Cash consideration (in thousands) 35,720 50,400 45,000 1,500 8,500 Status of accounting for the business combination Preliminary (a) Final as of December 31, 2017 (b) Final as of December 31, 2017 (b) Final as of December 31, 2016 Final as of December 31, 2016 Acquisitions occurring during the current reporting period: Acquisition-related costs (in thousands) (c) 333 Revenue since acquisition date (in thousands) (d) 595 Weighted-average useful life of franchise agreements acquired 12.4 (a) The preliminary estimated fair value of the assets acquired is subject to adjustments based on the Company’s final assessment of the fair values of the franchise agreements, which is the acquired asset with the highest likelihood of changing upon finalization of the valuation process . (b) As of December 31, 2017, the Company finalized its purchase allocations related to the acquisitions of RE/MAX Regional Services and RE/MAX of New Jersey. Adjustments recorded during the measurement-period are calculated as if they were known at the acquisition date, but are recognized in the reporting period in which they are determined. The Company does not revise or adjust any prior period information. In finalizing the accounting for these acquisitions, adjustments were made during the year ended December 31, 2017 to the consolidated balance sheet to decrease “Goodwill” by $4.2 million with a corresponding increase to “Franchise agreements, net” of $4.2 million. The Company recognized a reduction in depreciation and amortization expense of $0.8 million during the year ended December 31, 2017 in connection with these measurement adjustments. (c) Includes transaction and integration costs such as legal, accounting, advisory and consulting fees for the year ended December 31, 2017 that are included in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. (d) Includes the amount of revenue of the acquiree since the acquisition date through the year ended December 31, 2017 that is included in the accompanying Consolidated Statements of Income. The franchise agreements acquired were valued using an income approach which utilizes level 3 inputs and are being amortized over a weighted-average useful life using the straight-line method. Full House Mortgage Connection, Inc. Motto Franchising, LLC (“Motto Franchising”), a wholly-owned subsidiary of RE/MAX, LLC, was formed and developed to franchise mortgage brokerages. On September 12, 2016, Motto Franchising acquired certain assets of Full House Mortgage Connection, Inc. (“Full House”), a franchisor of mortgage brokerages that created concepts used to develop Motto, for initial cash consideration of $8.0 million. Motto Franchising, as a franchisor, grants each franchisee a license to use the Motto Mortgage brand, trademark, promotional and operating materials and concepts. The Company used cash generated from operations to initially fund the acquisition. Additional cash consideration may be required based on future revenues generated. The contingent purchase consideration and its subsequent valuation is more fully described in Note 10, Fair Value Measurements . The following table summarizes the estimated consideration transferred at the acquisition (in thousands): Cash consideration $ 8,000 Contingent purchase consideration (See note 10) 6,300 Total purchase price $ 14,300 The following table summarizes the allocation of the purchase price to the fair value of assets acquired for the aforementioned acquisitions (in thousands): RE/MAX of Northern Illinois RE/MAX Regional Services RE/MAX of New Jersey Full House RE/MAX of Alaska RE/MAX of New York Total Cash and cash equivalents $ - $ - $ 335 $ - $ - $ 131 $ 466 Franchise agreements 23,500 30,700 29,700 - 529 5,000 89,429 Non-compete agreement - - - 2,500 - - 2,500 Other assets - - - - - 340 340 Goodwill 12,220 19,700 15,300 11,800 971 3,029 63,020 Other liabilities - - (335) - - - (335) Total purchase price $ 35,720 $ 50,400 $ 45,000 $ 14,300 $ 1,500 $ 8,500 $ 155,420 Each of these constitute a business and were accounted for using the fair value acquisition method. The total purchase price for all acquisitions was allocated to the assets acquired based on their estimated fair values. The excess of the total purchase price over the estimated fair value of the identifiable assets acquired was recorded as goodwill. The goodwill recognized for all acquisitions is attributable to expected synergies and projected long-term revenue growth. All of the goodwill recognized is tax deductible. Unaudited Pro Forma Financial Information The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the acquisition of RE/MAX of Northern Illinois had occurred on January 1, 2016 and the acquisitions of RE/MAX Regional Services, RE/MAX of New Jersey, RE/MAX of Alaska and RE/MAX of New York had occurred on January 1, 2015. The historical financial information has been adjusted to give effect to events that are (1) directly attributed to the acquisitions, (2) factually supportable and (3) expected to have a continuing impact on the combined results, including additional amortization expense associated with the valuation of the acquired franchise agreements. This unaudited pro forma information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the acquisitions had actually occurred on that date, nor of the results that may be obtained in the future. Year Ended December 31, 2017 2016 2015 (in thousands, except per share amounts) Total revenue $ 199,769 $ 192,594 $ 189,397 Net income attributable to RE/MAX Holdings, Inc. (a) $ 13,035 $ 23,533 $ 16,746 Basic earnings per common share $ 0.74 $ 1.33 $ 1.32 Diluted earnings per common share $ 0.74 $ 1.33 $ 1.31 (a) Year ended December 31, 2016 includes the net impact of $ 1.0 million in professional fees and debt extinguishment costs incurred related to the amendment of the Company’s credit facility. See Note 9, Debt for a discussion of the credit facility. Dispositions Sacagawea, LLC d/b/a RE/MAX Equity Group On December 31, 2015, the Company sold certain operating assets and liabilities related to 12 owned brokerage offices located in the U.S., of Sacagawea, LLC d/b/a RE/MAX Equity Group (“RE/MAX Equity Group”), a wholly owned subsidiary of the Company. The Company recognized a gain on the sale of the assets of approximately $2.8 million during the fourth quarter of 2015, which is reflected in “Loss (gain) on sale or disposition of assets, net” in the accompanying Consolidated Statements of Income. In connection with this sale, the Company transferred separate office franchise agreements to the purchaser, under which the Company will receive ongoing monthly continuing franchise fees, broker fees and franchise sales revenue. During the third quarter of 2017, the Company recognized a loss of approximately $0.5 million as a revised estimate of the final settlement on certain provisions of the asset sale agreement which is reflected in the “Loss (gain) on sale or disposition of assets, net” in the accompanying Consolidated Statements of Income. RB2B, LLC d/b/a RE/MAX 100 On April 10, 2015, the Company sold certain operating assets and liabilities related to six owned brokerage offices located in the U.S., of RB2B, LLC d/b/a RE/MAX 100 (“RE/MAX 100”), a wholly owned subsidiary of the Company. The Company recognized a gain on the sale of the assets and the liabilities transferred of $0.6 million during the second quarter of 2015, which is reflected in “Loss (gain) on sale or disposition of assets, net” in the accompanying Consolidated Statements of Income. In connection with this sale, the Company transferred separate office franchise agreements to the purchaser, under which the Company will receive ongoing monthly continuing franchise fees, broker fees and franchise sales revenue. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property and Equipment | |
Property and Equipment | 6. Property and Equipment Property and equipment consist of the following (in thousands): As of December 31, Depreciable Life 2017 2016 Leasehold improvements Shorter of estimated useful life or life of lease $ 3,227 $ 3,063 Office furniture, fixtures and equipment 1 - 10 years 12,004 11,824 15,231 14,887 Less accumulated depreciation (12,326) (12,196) $ 2,905 $ 2,691 Depreciation expense was $0.9 million, $0.9 million and $1.0 million for the years ended December 31, 2017, 2016 and 2015, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets and Goodwill | |
Intangible Assets and Goodwill | 7. Intangible Assets and Goodwill The following table provides the components of the Company’s intangible assets (in thousands, except weighted average amortization period in years): Weighted Average As of December 31, 2017 As of December 31, 2016 Amortization Initial Accumulated Net Initial Accumulated Net Period Cost Amortization Balance Cost Amortization Balance Franchise agreements 12.5 $ 181,567 $ (62,218) $ 119,349 $ 224,167 $ (115,027) $ 109,140 Other intangible assets: Software (a) 4.6 $ 13,762 $ (8,111) $ 5,651 $ 13,207 $ (7,154) $ 6,053 Trademarks 10.2 1,539 (902) 637 3,102 (1,782) 1,320 Non-compete 10.0 2,500 (312) 2,188 2,500 (62) 2,438 Total other intangible assets 6.4 $ 17,801 $ (9,325) $ 8,476 $ 18,809 $ (8,998) $ 9,811 (a) As of December 31, 2017 and December 31, 2016, capitalized software development costs of $0.6 million and $0.4 million, respectively, were recorded in “Other intangible assets” in the accompanying Consolidated Balance Sheets. As of these dates, the associated information technology infrastructure projects were not complete and ready for their intended use and thus were not subject to amortization. Amortization expense was $19.6 million, $15.2 million and $14.1 million for the years ended December 31, 2017, 2016 and 2015, respectively. Amounts for the year ended December 31, 2017 include the franchise agreement measurement period adjustment of $0.8 million. Refer to Note 5, Acquisitions and Dispositions for additional information. As of December 31, 2017, the estimated future amortization expense for the next five years related to intangible assets with definite lives is as follows (in thousands): Year ending December 31: 2018 $ 17,614 2019 17,482 2020 17,288 2021 16,775 2022 14,511 $ 83,670 The following table presents changes to goodwill for the period from January 1, 2016 to December 31, 2017 (in thousands): Balance, January 1, 2016 $ 71,871 Goodwill recognized related to acquisitions 54,665 Effect of changes in foreign currency exchange rates 97 Balance, December 31, 2016 126,633 Goodwill recognized related to current year acquisitions 12,220 Adjustments to acquisition accounting during the measurement period (3,865) Effect of changes in foreign currency exchange rates 225 Balance, December 31, 2017 $ 135,213 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities. | |
Accrued Liabilities | 8. Accrued Liabilities Accrued liabilities consist of the following (in thousands): As of December 31, 2017 2016 Accrued payroll and related employee costs $ 3,874 $ 7,035 Accrued taxes 1,635 1,554 Accrued professional fees 2,339 1,382 Other (a) 7,542 3,297 $ 15,390 $ 13,268 (a) Other accrued liabilities include a $4.5 million payable in connection with the February 13, 2018 settlement resulting from the litigation matter concerning the Company’s 2013 acquisition of the net assets of Tails, Inc. (“Tails”), as discussed in Note 14, Commitments and Contingencies. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt | |
Debt | 9. Debt Debt, net of current portion, consists of the following (in thousands): As of December 31, 2017 2016 2016 Senior Secured Credit Facility $ 232,063 $ 234,412 Less unamortized debt issuance costs (1,780) (2,076) Less unamortized debt discount costs (1,297) (1,516) Less current portion (2,350) (2,350) $ 226,636 $ 228,470 Maturities of debt are as follows (in thousands): Year Ending December 31: 2018 $ 2,350 2019 2,350 2020 2,350 2021 2,350 2022 2,350 Thereafter 220,313 $ 232,063 Senior Secured Credit Facility On July 31, 2013, the Company entered into a new credit agreement with several lenders and administered by a bank, referred to herein as the “2013 Senior Secured Credit Facility.” The 2013 Senior Secured Credit Facility consisted of a $230.0 million term loan facility and a $10.0 million revolving loan facility. On March 11, 2015, the 2013 Senior Secured Credit Facility was amended, providing for an increase to the maximum applicable margin for both London Interbank Offered Rate (“LIBOR”) and Alternate Base Rate (“ABR”) loans by 0.25%, and a modification of certain liquidity covenants in order to increase the amounts the Company may distribute in the form of dividends to its non-controlling unitholders and stockholders of its Class A common stock, referred to herein as the “First Amendment.” In connection with the First Amendment, the Company incurred costs of $1.1 million during the year ended December 31, 2015, of which $0.6 million was recorded as an unamortized debt discount and is being amortized over the remaining term of the 2013 Senior Secured Credit Facility and the remaining $0.5 million was expensed as incurred. On November 22, 2016, the 2013 Senior Secured Credit Facility was further amended, providing for an increase in the revolving commitment by $20.0 million to a total of $30.0 million effective upon the acquisition of RE/MAX Regional Services, and also waived certain limitations on acquisitions in order to enable us to consummate such acquisition. On December 15, 2016, the 2013 Senior Secured Credit Facility was amended and restated, referred to herein as the “2016 Senior Secured Credit Facility.” The 2016 Senior Secured Credit Facility consists of a $235.0 million term loan facility which matures on December 15, 2023 and a $10.0 million revolving loan facility which must be repaid on December 15, 2021. The proceeds provided by the term loan were used to refinance and repay existing indebtedness and fund the acquisition of RE/MAX Regional Services. In connection with the 2016 Senior Secured Credit Facility, the Company incurred costs of $3.5 million during the year ended December 31, 2016, of which $1.4 million was recorded in “Debt, net of current portion” in the accompanying Consolidated Balance Sheets and is being amortized to interest expense over the term of the 2016 Senior Secured Credit Facility and the remaining $2.1 million was expensed as incurred. Borrowings under the term loans and revolving loans accrue interest, at our option on (a) LIBOR provided that LIBOR shall be no less than 0.75% plus a maximum applicable margin of 2.75% and, provided further, that LIBOR shall be adjusted for reserve requirements for eurocurrency liabilities, if any (the “Eurodollar Rate”) or (b) the greatest of (i) JPMorgan Chase Bank N.A.’s prime rate, (ii) the NYFRB Rate (as defined in the 2016 Senior Secured Credit Facility) plus 0.50% and (iii) the one-month Eurodollar Rate plus 1%, (such greatest rate, the “ABR”) plus, in each case, the applicable margin. The applicable margin for Eurodollar Rate loans is 2.75% and for ABR loans is 1.75%. The 2013 Senior Secured Credit Facility required RE/MAX, LLC to repay term loans with 50% of excess cash flow at the end of the applicable year if its total leverage ratio as defined therein was in excess of 2.50:1.00, with such percentage decreasing as RE/MAX, LLC’s leverage ratio decreased. Under the 2013 Senior Secured Credit Facility, the Company was required to make principal payments out of excess cash flow, as well as from the proceeds of certain asset sales, proceeds from the issuance of indebtedness and from insurance recoveries. The Company made excess cash flow prepayments of $12.7 million and $7.3 million during the years ended December 31, 2016 and 2015, respectively. The Company accounted for the mandatory principal excess cash flow prepayments as early extinguishments of debt and recorded a loss during each of the years ended December 31, 2016 and 2015 of $0.1 million related to unamortized debt discount and issuance costs. The 2016 Senior Secured Credit Facility requires RE/MAX, LLC to repay term loans and reduce revolving commitments with (i) 100.0% of proceeds of any incurrence of additional debt not permitted by the 2016 Senior Secured Credit Facility, (ii) 100.0% of proceeds of asset sales and 100.0% of amounts recovered under insurance policies, subject to certain exceptions and a reinvestment right and (iii) 50.0% of excess cash flow at the end of the applicable fiscal year if RE/MAX, LLC’s total leverage ratio as defined in the 2016 Senior Secured Credit Facility is in excess of 3.25:1.00, with such percentage decreasing as RE/MAX, LLC’s leverage ratio decreases. No mandatory prepayment and commitment reduction is required if the total leverage ratio as defined by the 2016 Senior Secured Credit Facility as of the last day of such fiscal year is less than 2.75 to 1.0. The Company’s total leverage ratio was less than 2.75 to 1.0 as of December 31, 2017, and as a result, the Company does not expect to make an excess cash flow principal prepayment within the next 12-month period. Mandatory principal payments of approximately $0.6 million are due quarterly until the facility matures on December 15, 2023. The Company may make optional prepayments on the term loan facility at any time without penalty; however, no such optional prepayments were made during the year ended December 31, 2017. As of December 31, 2017, the Company had $229.0 million of term loans outstanding, net of an unamortized discount and issuance costs, and no revolving loans outstanding under our 2016 Senior Secured Credit Facility. Whenever amounts are drawn under the revolving line of credit, the 2016 Senior Secured Credit Facility requires compliance with a leverage ratio and an interest coverage ratio. A commitment fee of 0.5% per annum accrues on the amount of unutilized revolving line of credit. As of December 31, 2017, no amounts were drawn on the revolving line of credit. The 2016 Senior Secured Credit Facility requires compliance with certain operational and financial covenants to the extent the Company has an outstanding balance on its revolving loan facility at the end of each quarter. The Company did not have an outstanding balance on the revolving loan facility as of December 31, 2017 and 2016, as such, no operational or financial covenants were in effect. The Company received certain limited waivers and extensions related to its obligation to deliver timely financial information. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Measurements | |
Fair Value Measurements | 10. Fair Value Measurements Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, the Company follows a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: · Level 1: Quoted prices for identical instruments in active markets. · Level 2: Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations, in which all significant inputs are observable in active markets. The fair value of the Company’s debt reflects a Level 2 measurement and was estimated based on the amount that the Company would pay to enter into the identical liability, since quoted prices for the Company’s debt instruments are not available. · Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Level 3 liabilities that are measured at fair value on a recurring basis consist of the Company’s contingent consideration related to the acquisition of Full House. A summary of the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016 is as follows (in thousands): As of December 31, 2017 As of December 31, 2016 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Liabilities Contingent consideration $ 6,580 $ - $ - $ 6,580 $ 6,400 $ - $ - $ 6,400 The Company is required to pay additional purchase consideration totaling eight percent of gross revenues generated by Motto for each year beginning October 1, 2017 through September 30, 2026 with no limitation as to the maximum payout. The fair value of the contingent purchase consideration represents the discounted cash payments that the Company expects to pay the former owner of Full House with respect to Motto. The Company measures this liability each reporting period and recognizes changes in fair value, if any, in earnings of the Company. Any changes are included in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income . Increases or decreases in the fair value of the contingent purchase consideration can result from changes in discount rates as well as the timing and amount of forecasted cash payments derived from anticipated gross revenues. The table below presents a reconciliation of all assets and liabilities of the Company measured at fair value on a recurring basis using significant unobservable inputs for the period from January 1, 2016 to December 31, 2017 (in thousands): Fair Value of Contingent Consideration Liability Balance at January 1, 2016 $ - Full House acquisition 6,300 Fair value adjustments 100 Balance at December 31, 2016 6,400 Fair value adjustments 180 Balance at December 31, 2017 $ 6,580 The Company assesses categorization of liabilities by level at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer. There were no transfers between Levels 1, 2 and 3 during the year ended December 31, 2017. The following table summarizes the carrying values and estimated fair value of the 2016 Senior Secured Credit Facility as of December 31, 2017 and 2016 (in thousands): As of December 31, 2017 2016 Carrying Amount Fair Value Level 2 Carrying Amount Fair Value Level 2 Senior Secured Credit Facility $ 228,986 $ 232,933 $ 230,820 $ 233,240 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes | |
Income Taxes | 11. Income Taxes “Income before provision for income taxes” as shown in the accompanying Consolidated Statements of Income is comprised of the following (in thousands): Year Ended December 31, 2017 2016 2015 Domestic $ 78,812 $ 51,194 $ 51,552 Foreign 11,943 11,305 11,253 Total $ 90,755 $ 62,499 $ 62,805 Components of the “Provision for income taxes” in the accompanying Consolidated Statements of Income consist of the following (in thousands): Year Ended December 31, 2017 2016 2015 Current Federal $ 3,568 $ 8,002 $ 5,451 Foreign 4,345 2,855 3,019 State and local 1,169 943 1,029 Total current expense 9,082 11,800 9,499 Deferred expense Federal 45,934 3,222 2,333 Foreign (9) 13 25 State and local 569 238 173 Total deferred expense 46,494 3,473 2,531 Provision for income taxes $ 55,576 $ 15,273 $ 12,030 The provision for income taxes is comprised of a provision for income taxes attributable to RE/MAX Holdings and to entities other than RE/MAX Holdings. The provision for income taxes attributable to RE/MAX Holdings includes all U.S. federal and state income taxes on RE/MAX Holdings’ proportionate share of RMCO’s net income. The provision for income taxes attributable to entities other than RE/MAX Holdings represents taxes imposed directly on RMCO and its subsidiaries, primarily foreign taxes that are allocated to the non-controlling interest. A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2017 2016 2015 U.S. statutory tax rate 35.0 % 35.0 % 35.0 % Increase due to state and local taxes, net of federal benefit 2.6 2.6 2.6 Effect of permanent differences (0.1) (0.2) 1.2 Income attributable to non-controlling interests (12.5) (14.1) (19.7) Other 0.2 1.1 0.1 Subtotal Impact of reduction in TRA liability on non-controlling interests (a) 4.5 - - Effect of permanent difference – reduction in TRA liability (b) (13.6) - - Tax Cuts and Jobs Act rate change (c) 45.1 - - % % % (a) Reflects additional impact of non-controlling interest adjustment being on a larger base of income that includes the gain on reduction in TRA liability. (b) Reflects the impact of gain on TRA liability reduction, which is not taxable. (c) Reflects reduction in deferred tax assets and resulting increase in deferred tax expense due to U.S. Federal rate declining from 35% to 21%. On December 22, 2017, the Tax Cuts and Jobs Act was enacted. The Tax Cuts and Jobs Act includes significant changes to the U.S. corporate tax system, including a federal corporate rate reduction from 35% to 21%. The Company’s effective tax rate includes a rate benefit attributable to the fact that the Company’s subsidiaries operate as a series of limited liability companies which are not themselves subject to federal income tax. Accordingly, the portion of the Company’s subsidiaries earnings attributable to the non-controlling interest are subject to tax when reported as a component of the non-controlling interests’ taxable income and are excluded from the Provision for Income Taxes. The reduction in the corporate tax rate from 35% to 21% resulted in substantial reductions to the Company’s deferred tax assets and the TRA liability. The deferred tax asset was reduced for the impact of the lower rate, resulting in a charge to “Provision for income taxes” in the accompanying Consolidated Statements of Income of $40.9 million. Correspondingly, the TRA liability was also reduced for the rate change, resulting in a benefit to operating income of $32.7 million. The net effect on net income was $8.2 million. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin 118, which provides guidance on accounting for the tax effects of the Tax Cuts and Jobs Act for which the accounting under ASC 740, Income Taxes (“ASC 740”) is incomplete. To the extent that a company's accounting for certain income tax effects of the Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before enactment of the Tax Cuts and Jobs Act. As of December 31, 2017, we have completed the majority of our accounting for the tax effects of the Tax Cuts and Jobs Act. However, our analysis around the new foreign-derived intangible income (“FDII”) deduction is incomplete. As such, we have not estimated or included a provisional adjustment for deferred tax assets related to the FDII deduction. Also, there is uncertainty around the depreciable life of qualified property as well as eligibility for accelerated depreciation after September 27, 2017. Therefore we have not estimated a provisional amount for deferred tax assets related to qualified property depreciation expense. In addition, we also re-measured the applicable deferred tax assets and liabilities based on the rates at which they are expected to reverse. However, we are still analyzing certain aspects of the Tax Cuts and Jobs Act and are refining our calculations, which could potentially affect the measurement of these balances. Income taxes receivable (payable) were $0.7 million and $(0.4) million at December 31, 2017 and 2016, respectively. Deferred income taxes are provided for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the accompanying Consolidated Balance Sheets. These temporary differences result in taxable or deductible amounts in future years. Details of the Company’s deferred tax assets and liabilities are summarized as follows (in thousands): As of December 31, 2017 2016 Long-term deferred tax assets Goodwill, other intangibles and other assets $ 52,385 $ 90,686 Imputed interest deduction pursuant to tax receivable agreements 3,052 8,483 Rent liabilities 1,878 2,037 Compensation and benefits 526 1,606 Allowance for doubtful accounts 687 979 Motto contingent liability 929 1,405 Deferred Revenue 171 — Other 393 855 Total long-term deferred tax assets 60,021 106,051 Long-term deferred tax liabilities Property and equipment and other long lived assets (1,021) (414) Total long-term deferred tax liabilities (1,021) (414) Net long-term deferred tax assets 59,000 105,637 Total deferred tax assets and liabilities $ 59,000 $ 105,637 Net deferred tax assets are also recorded related to differences between the financial reporting basis and the tax basis of RE/MAX Holdings’ proportionate share of the net assets of RMCO. Based on the Company’s historical taxable income and its expected future earnings, management evaluates the uncertainty associated with booking tax benefits and determined that the deferred tax assets are more likely than not to be realized, including evaluation of deferred tax liabilities and the expectation of future taxable income. The Company does not believe it has any significant uncertain tax positions. Accordingly, the Company did not record any adjustments or recognize interest expense for uncertain tax positions for the years ended December 31, 2017, 2016 and 2015. In the future, if uncertain tax positions arise, interest and penalties will be accrued and included in the “Provision for income taxes” in the accompanying Consolidated Statements of Income. The Company and its subsidiaries file, or will file, income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. RE/MAX Holdings will file its 2017 income tax return by October 15, 2018. RMCO is not subject to domestic federal income taxes as it is a flow-through entity; however, RMCO is still required to file an annual U.S. Return of Partnership Income. With respect to state and local jurisdictions and countries outside of the U.S., the Company and its subsidiaries are typically subject to examination for three to four years after the income tax returns have been filed. As such, income tax returns filed since 2013 are subject to examination. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Equity-Based Compensation | |
Equity-Based Compensation | 12. Equity-Based Compensation The Company’s Board of Directors adopted the RE/MAX Holdings, Inc. 2013 Omnibus Incentive Plan (the “2013 Incentive Plan”), under which 3,576,466 shares are currently authorized. (See below for shares available for grant at December 31, 2017.) The 2013 Incentive Plan provides for the grant of incentive stock options to the Company’s employees, and for the grant of shares of the RE/MAX Holdings Class A common stock, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) which may have time-based or performance-based vesting criteria, dividend equivalent rights, cash-based awards and any combination thereof to employees, directors and consultants of the Company. The Company recognizes equity-based compensation expense in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. The Company recognizes corporate income tax benefits relating to the exercise of options and vesting of restricted stock units in “Provision for income taxes” in the accompanying Consolidated Statements of Income. Employee stock-based compensation expense under the Company’s 2013 Incentive Plan was as follows (in thousands): Year Ended December 31, 2017 2016 2015 Expense from Time-based RSUs $ 2,523 $ 2,330 $ 1,453 Expense from Performance-based RSUs 377 - - Equity-based compensation expense 2,900 2,330 1,453 Tax benefit from equity-based compensation (637) (511) (231) Excess tax benefit from equity-based compensation (324) (261) (2,770) Net compensation cost $ 1,939 $ 1,558 $ (1,548) Time-based Restricted Stock Units Time-based RSUs granted under the 2013 Incentive Plan are valued using the Company’s closing stock price on the date of grant. Grants awarded to the Company’s Board of Directors generally vest over a one year period. Grants awarded to the Company’s employees generally vest in annual installments over a three year period. Compensation expense is recognized on a straight line basis over the vesting period. The following table summarizes equity-based compensation activity related to time-based RSUs for the year ended December 31, 2017: Time-based restricted stock units Weighted average grant date fair value per share Balance, January 1, 2017 127,011 $ 33.00 Granted 43,450 $ 55.45 Shares vested (including tax withholding) (a) (58,426) $ 33.03 Forfeited (6,173) $ 41.94 Balance, December 31, 2017 105,862 $ 41.67 (a) Pursuant to the terms of the 2013 Incentive Plan, RSUs withheld by the Company for the payment of the employee's tax withholding related to an RSU vesting are added back to the pool of shares available for future awards. The following table summarizes information about our RSU grants during the years ended December 31, 2017, 2016 and 2015: Year ended December 31, 2017 2016 2015 Weighted average grant date fair value per RSU granted $ 55.45 $ 33.24 $ 32.45 At December 31, 2017, there was $2.2 million of total unrecognized time-based RSU expense, all of which is related to unvested awards. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.52 years for time-based restricted stock units. Performance-based Restricted Stock Units Performance-based RSUs granted under the 2013 Incentive Plan are stock-based awards in which the number of shares ultimately received depends on the Company’s achievement of a specified revenue as well as the Company’s total shareholder return (“TSR”) relative to the TSR of all companies in the S&P SmallCap 600 Index over a three-year performance period. The number of shares that could be issued range from 0% to 150% of the participant’s target award. Performance-based RSUs are valued on the date of grant using a Monte Carlo simulation for the TSR element of the award. The Company’s expense will be adjusted based on the estimated achievement of revenue versus target. Performance-based RSUs cliff-vest at the end of the three-year performance period. Compensation expense is recognized over the vesting period based on the Company’s estimated achievement against the revenue target. The following table summarizes equity-based compensation activity related to performance-based RSUs for year ended December 31, 2017: Performance-based restricted stock units Weighted average grant date fair value per share Balance, January 1, 2017 — $ — Granted (a) 33,961 $ 57.88 Forfeited (2,130) $ 57.88 Balance, December 31, 2017 31,831 $ 57.88 (a) Represents the total participant target award. At December 31, 2017 there was $0.9 million of total unrecognized performance-based RSU expense, all of which is related to unvested awards. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 2.00 years for performance-based RSUs. After giving effect to all outstanding awards (assuming maximum achievement of performance goals for performance-based awards), there were 2,400,857 additional shares available for the Company to grant under the 2013 Incentive Plan as of December 31, 2017. Stock Options The 2013 Incentive Plan provides for the grant of stock options. As of December 31, 2017, there are no stock options outstanding. The Company received $0.1 million and $2.2 million in cash proceeds related to the exercise of stock options during the years ended December 31, 2016 and 2015, respectively. Upon the exercise of stock options, shares of Class A common stock are issued from authorized common shares. For the year ended December 31, 2017, there were no options exercised. The total intrinsic value of stock options exercised during the years ended December 31, 2016 and 2015 were $0.9 million and $19.2 million, respectively. As there were no stock options exercised during the year ended December 31, 2017, there was no intrinsic value. |
Leadership Changes
Leadership Changes | 12 Months Ended |
Dec. 31, 2017 | |
Leadership Changes | |
Leadership Changes | 13. Leadership Changes On January 7, 2016, the Company’s former Chief Financial Officer and Chief Operating Officer entered into a separation and transition agreement pursuant to which he separated from the Company effective March 31, 2016. The Company incurred a total cost of $1.0 million, including $0.3 million of equity-based compensation expense, which was recorded to “Selling, operating and administrative expenses” in the accompanying Condensed Consolidated Statements of Income during the year ended December 31, 2016. On May 4, 2015, the Company’s former President entered into a retirement agreement with the Company pursuant to which he retired on August 10, 2015 and the Company agreed to provide retirement benefits over a 24-month period, beginning in September 2015. The Company recorded a liability for payments that will be made with a corresponding charge to “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. The Company incurred a total cost of $0.9 million, including $0.2 million of equity-based compensation expense, during the year ended December 31, 2015. On December 31, 2014, the Company’s former Chief Executive Officer retired and the Company agreed to provide severance and other related benefits over a 36-month period. The Company recorded a liability for payments that will be made with a corresponding charge to “Selling, general and administrative expenses” in the accompanying Consolidated Statements of Income. The Company incurred a total cost of $3.6 million, including $1.0 million of equity-based compensation expense related to this retirement in 2014. The Company’s severance and other related expenses incurred for leadership changes and restructuring activities were $1.1 million for each of the years ended December 31, 2016 and 2015, which is included in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. No such expenses were recorded for the year ended December 31, 2017. The following table presents a rollforward of the liability for the aforementioned leadership changes (in thousands): Year Ended December 31, 2017 2016 Balance, January 1 $ 964 $ 1,973 Severance and other related expenses — 1,055 Accretion 19 59 Cash payments (983) (1,792) Non-cash adjustment (a) — (331) Balance, December 31 $ — $ 964 (a) For the year ended December 31, 2016, the non-cash adjustment represents the non-cash equity-based compensation expense recorded for the accelerated vesting of restricted stock units pursuant to the terms of the separation and transition agreement entered into with the Company’s former Chief Financial Officer and Chief Operating Officer on January 7, 2016. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies. | |
Commitments and Contingencies | 14. Commitments and Contingencies Commitments The Company leases offices and equipment under noncancelable leases, subject to certain provisions for renewal options and escalation clauses. Future minimum payments (including those allocated to an affiliate) under these leases and commitments, net of payments under sublease agreements, are as follows (in thousands): Rent Payments Sublease Receipts Total Cash Outflows Year ending December 31: 2018 $ 8,669 $ (847) $ 7,822 2019 8,783 (1,087) 7,696 2020 9,039 (873) 8,166 2021 8,868 (775) 8,093 2022 8,757 (804) 7,953 Thereafter 50,695 (2,209) 48,486 $ 94,811 $ (6,595) $ 88,216 Minimum rent payments under noncancelable operating leases are recognized on a straight-line basis over the terms of the leases. Rent expense, excluding amounts related to gain or loss on sublease, was $7.8 million, $7.5 million and $10.6 million for the years ended December 31, 2017, 2016 and 2015, respectively, net of amounts recorded under sublease agreements of $1.0 million, $1.1 million and $1.2 million for the years ended December 31, 2017, 2016 and 2015, respectively. In April 2010, the Company entered into an 18-year lease for its corporate headquarters office building (the “Master Lease”). The Company may, at its option, extend the Master Lease for two renewal periods of 10 years. Under the terms of the Master Lease, the Company pays an annual base rent, which escalates 3% each year, including the first optional renewal period. The first year of the second optional renewal period is at a fair market rental value, and the rent escalates 3% each year until expiration. The Company pays for operating expenses in connection with the ownership, maintenance, operation, upkeep and repair of the leased space. The Company may assign or sublet an interest in the Master Lease only with the approval of the landlord. Upon entering into the Master Lease, the Company became the primary lessee for all facilities located on the headquarters property. The following subleases resulted in a gain (loss) on sublease during the year ended December 31, 2017: Execution Date End Date 2017 (Loss) Gain on Sublease May 2017 April 2028 $ (173) August 2017 January 2025 (3,725) September 2017 August 2024 294 (a) $ (3,604) (a) During the year ended December 31, 2013 the Company entered into a sublease agreement with a tenant and recognized a loss related to the subleased office space of $1.2 million. In September 2017 the Company amended this sublease agreement and the existing liability was reduced, resulting in a net gain of $0.3 million during the year ended December 31, 2017. As of December 31, 2017 and 2016, the liability related to the aforementioned sublease agreements was approximately $3.9 million and $0.8 million, respectively, and is included in “Other liabilities, net of current portion” in the accompanying Consolidated Balance Sheets. Contingencies In connection with the Purchase of Full House, as described in Note 5, Acquisitions and Dispositions the Company entered into an arrangement to pay additional purchase consideration based on Motto’s future gross revenues, excluding certain fees, for each year beginning October 1, 2017 through September 30, 2026. As of December 31, 2017, the short term portion of this liability was estimated to be $0.3 million and is recorded in “Accrued liabilities” in the accompanying Consolidated Balance Sheets. The long-term portion of this liability was estimated to be $6.3 million and is recorded in “Other liabilities, net of current portion” in the accompanying Consolidated Balance Sheets. In connection with the sale of the assets and liabilities related to the Company’s owned brokerage offices as described in Note 5, Acquisitions and Dispositions the Company entered into three Assignment and Assumption of Leases Agreements (the “Assignment Agreements”) pursuant to which the Company assigned its obligations under and rights, title and interest in 21 leases to the respective purchasers. For certain leases, the Company remains secondarily liable for future lease payments through July 2021 under the respective lease agreements and accordingly, as of December 31, 2017, the Company has outstanding lease guarantees of $3.7 million. This amount represents the maximum potential amount of future payments under the respective lease guarantees. In addition, the Company maintains a self-insurance program for health benefits. As of December 31, 2017 and 2016, the Company recorded a liability of $0.4 million and $0.3 million, respectively, related to this program. Litigation The Company is subject to litigation claims arising in the ordinary course of business. The Company believes that it has adequately accrued for legal matters as appropriate. The Company records litigation accruals for legal matters which are both probable and estimable and for related legal costs as incurred. On October 7, 2013, RE/MAX Holdings acquired the net assets, excluding cash, of Tails for consideration paid of $20.2 million. Following earlier litigation that was dismissed, several shareholders of Tails filed a complaint entitled Robert B. Fisher, Carla L. Fisher, Bradley G. Rhodes and James D. Schwartz v. Gail Liniger, Dave Liniger, Bruce Benham, RE/MAX Holdings, Inc. and Tails Holdco, Inc. in Denver District Court ("Tails II"). On February 13, 2018, the parties signed a formal Settlement Agreement and Mutual General Release resulting in the Company recording a charge of $2.6 million in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income during the year ended December 31, 2017. On February 27, 2018 the Company received $1.9 million from its insurance carriers as reimbursement of attorneys’ fees and a portion of the settlement. On February 28, 2018, the Company paid $4.5 million to satisfy the terms of the Settlement Agreement. As a result of the settlement, the litigation was dismissed with prejudice on March 1, 2018. The Company believes other such litigation matters involving a reasonably possible chance of loss will not, individually or in the aggregate, result in a material adverse effect on the Company's financial condition, results of operations and cash flows. |
Defined-Contribution Savings Pl
Defined-Contribution Savings Plan | 12 Months Ended |
Dec. 31, 2017 | |
Defined-Contribution Savings Plan. | |
Defined-Contribution Savings Plan | 15. Defined-Contribution Savings Plan The Company sponsors an employee retirement plan (the “401(k) Plan”) that provides certain eligible employees of the Company an opportunity to accumulate funds for retirement. The Company provides matching contributions on a discretionary basis. During the years ended December 31, 2017, 2016 and 2015, the Company recognized expense of $1.5 million, $1.4 million and $1.3 million, respectively, for matching contributions to the 401(k) Plan. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions | |
Related-Party Transactions | 16. Related-Party Transactions The majority stockholders of RIHI, including the Company’s current Chairman and Co-Founder and the Company’s Vice Chair and Co-Founder have made and continue to make a golf course they own available to the Company for business purposes. The Company used the golf course and related facilities for business purposes at minimal charge in 2017, 2016 and 2015. Additionally, the Company recorded expense of $0.5 million, $0.5 million and $0.4 million for the value of the benefits provided to Company personnel for the complimentary use of the golf course during the years ended December 31, 2017, 2016 and 2015, respectively, with an offsetting increase in additional paid in capital. See Note 18, Immaterial Corrections to Prior Period Financial Statements for further discussion regarding the amounts recorded for the years ended December 31, 2016 and 2015. The Company provides services, such as accounting, legal, marketing, technology, human resources and public relations services, to certain affiliated entities (primarily the advertising funds), and it allows these companies to share its leased office space. During the years ended December 31, 2017, 2016 and 2015, the total amounts allocated for services rendered and rent for office space provided on behalf of affiliated entities were $3.4 million, $2.0 million and $1.7 million, respectively. Amounts are generally paid within 30 days and no material amounts were outstanding to or from these affiliated entities at December 31, 2017 and 2016. Related party advertising funds had current outstanding amounts due from the Company of $0.1 million as of both December 31, 2017 and 2016. Such amounts are included in “Accounts payable” in the accompanying Consolidated Balance Sheets. |
Quarterly Financial Information
Quarterly Financial Information | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information (unaudited) | |
Quarterly Financial Information (unaudited) | 17. Quarterly Financial Information (unaudited) Summarized quarterly results for the years ended December 31, 2017 and 2016 were as follows: For the Quarter Ended March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 (a) (in thousands, except shares and per share amounts) Total revenue $ 48,229 $ 48,819 $ 49,377 $ 49,504 Total operating expenses 32,777 26,022 36,569 336 Operating income 15,452 22,797 12,808 49,168 Total other expenses, net (2,351) (2,398) (2,180) (2,541) Income before provision for income taxes 13,101 20,399 10,628 46,627 Provision for income taxes (3,030) (4,762) (3,091) (44,693) Net income 10,071 15,637 7,537 1,934 Less: net income attributable to non-controlling interest 5,159 8,108 3,702 5,395 Net income (loss) attributable to RE/MAX Holdings, Inc. $ 4,912 $ 7,529 $ 3,835 $ (3,461) Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock Basic $ 0.28 $ 0.43 $ 0.22 $ (0.20) Diluted $ 0.28 $ 0.42 $ 0.22 $ (0.20) Weighted average shares of Class A common stock outstanding Basic 17,662,842 17,696,842 17,696,991 17,696,991 Diluted 17,716,013 17,723,802 17,737,786 17,747,744 For the Quarter Ended March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 (in thousands, except shares and per share amounts) Total revenue $ 42,917 $ 43,404 $ 45,559 $ 44,422 Total operating expenses 27,061 22,955 24,417 30,052 Operating income 15,856 20,449 21,142 14,370 Total other expenses, net (2,202) (2,036) (2,204) (2,876) Income before provision for income taxes 13,654 18,413 18,938 11,494 Provision for income taxes (3,259) (4,285) (4,632) (3,097) Net income 10,395 14,128 14,306 8,397 Less: net income attributable to non-controlling interest 5,456 7,314 7,520 4,540 Net income attributable to RE/MAX Holdings, Inc. $ 4,939 $ 6,814 $ 6,786 $ 3,857 Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock Basic $ 0.28 $ 0.39 $ 0.38 $ 0.22 Diluted $ 0.28 $ 0.39 $ 0.38 $ 0.22 Weighted average shares of Class A common stock outstanding Basic 17,584,351 17,636,590 17,645,696 17,647,930 Diluted 17,638,667 17,668,995 17,691,641 17,706,070 (a) The quarterly results for the quarter ended December 31, 2017 were impacted by the Tax Cuts and Jobs Act enacted in December 2017. The reduction in the corporate tax rate from 35% to 21% resulted in comparable reductions in both the deferred tax asset amounts and the TRA liabilities. See Note 11, Income Taxes for further information on the impact of the Tax Cuts and Jobs Act. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events | |
Subsequent Events | 19. Subsequent Events Separation Agreement On February 9, 2018, the Company announced the retirement of the Company’s President. The President will remain with the Company as a Senior Advisor through June 30, 2018. The Company entered into a Separation Agreement with the President, and pursuant to the terms of this agreement, the Company accrued a total cost of approximately $1.9 million in the first quarter of 2018, which will be paid over a 39-month period. Booj Acquisition On February 26, 2018, RE/MAX, LLC acquired certain assets of booj, a real estate technology company, for cash consideration of $26.3 million, plus up to $10.0 million in equity-based compensation to be earned over time. RE/MAX, LLC acquired these assets in order to deliver core technology solutions designed for and with RE/MAX affiliates. The Company used cash generated from operations to fund the acquisition. The assets acquired constitute a business that will be accounted for using the fair value acquisition method. The total purchase price will be allocated to the assets acquired and liabilities assumed based on their estimated fair values. Due to the timing of this acquisition, the Company has not completed a preliminary purchase price allocation. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements and notes thereto included in this Annual Report on Form 10-K have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The accompanying consolidated financial statements are presented on a consolidated basis and include the accounts of RE/MAX Holdings and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, the accompanying consolidated financial statements reflect all normal and recurring adjustments necessary to present fairly the Company’s financial position as of December 31, 2017 and 2016, the results of its operations and comprehensive income, changes in its stockholders’ equity and its cash flows for the years ended December 31, 2017, 2016 and 2015. During 2017 and 2016, the Company completed the acquisitions of various independent regions. Their results of operations, cash flows and financial positions are included in the consolidated financial statements from their respective dates of acquisition. See Note 5, Acquisitions and Dispositions for additional information. |
Reclassifications | Reclassifications Certain items in the accompanying consolidated financial statements as of and for the years ended December 31, 2016 and 2015 have been reclassified to conform to the current year’s presentation. These reclassifications did not affect the Company’s consolidated results of operations. |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant areas in which management uses assumptions include, among other things, the allowance for doubtful accounts, the estimated lives of intangible assets, amounts accrued for litigation matters, the fair value of assets acquired and liabilities assumed in business combinations, the accounting for income taxes, the fair value of reporting units used in the annual assessment of goodwill, the fair value of the contingent consideration and the amounts due to RIHI and Oberndorf Investments LLC (“Oberndorf”) pursuant to the terms of the tax receivable agreements (the “TRAs”) discussed in more detail in Note 3, Non-controlling Interest . Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation As of December 31, 2017, RE/MAX Holdings owns 58.49% of the common membership units in RMCO, and, as its managing member, RE/MAX Holdings controls RMCO’s operations, management and activities. As a result, RE/MAX Holdings consolidates RMCO and records a non-controlling interest in the accompanying Consolidated Balance Sheets and records net income attributable to the non-controlling interest and comprehensive income attributable to the non-controlling interest in the accompanying Consolidated Statements of Income and Consolidated Statements of Comprehensive Income, respectively. |
Segment Reporting | Segment Reporting Since the first quarter of 2016, the Company has operated in one reportable segment, Real Estate Franchise Services. The Company launched Motto in October 2016, and, while we operate through both RE/MAX and Motto as of December 31, 2017, due to the immateriality of revenue earned by Motto, we disclose only one reportable segment. |
Revenue Recognition | Revenue Recognition The Company generates revenue from continuing franchise fees, annual dues, broker fees, franchise sales and other franchise revenue and, through January 2016, brokerage revenue. Revenue is recognized when there is persuasive evidence of an arrangement, the service has been rendered, the price is fixed or determinable and collection of the fees is reasonably assured. Continuing Franchise Fees The Company provides an ongoing trademark license, operational, training and administrative services and systems to franchisees, which include technology and tools designed to help the Company’s franchisees attract new or retain existing agents. In addition, training, technology and other tools are provided to the agents within the network to enable them to enhance the service provided to home buyers and sellers. RE/MAX continuing franchise fees principally consists of fixed fees earned monthly from franchisees on a per agent basis. Motto continuing franchise fees are fixed contractual fees paid monthly by Motto franchisees. Revenue from continuing franchise fees is recognized in income when it is earned and becomes due and payable, as stipulated in the related franchise agreements. Annual Dues Annual dues revenue represents amounts assessed to agents for membership affiliation in the RE/MAX network. The Company defers the annual dues revenue when billed and recognizes the revenue ratably over the 12-month period to which it relates. As of December 31, 2017 and 2016, the Company had deferred annual dues revenue totaling approximately $15.3 million and $14.2 million, respectively. Loan originators employed by Motto franchisees do not pay annual dues. The activity in the Company’s annual dues deferred revenue consists of the following (in thousands): Balance at beginning of period New billings Revenue recognized Balance at end of period Year ended December 31, 2017 $ 14,227 $ 34,837 $ (33,767) $ 15,297 Year ended December 31, 2016 $ 13,106 $ 33,774 $ (32,653) $ 14,227 Year ended December 31, 2015 $ 12,912 $ 31,952 $ (31,758) $ 13,106 Broker Fees Revenue from broker fees represents fees received from the Company’s franchise offices that are primarily based on a percentage of agents’ gross commission income. Revenue from broker fees is determined upon close of the home-sale transaction and recognized as revenue when the fees become due and payable, as stipulated in the related franchise agreements. Agents in certain regions existing prior to 2004, the year the Company began assessing broker fees, are generally “grandfathered” and continue to be exempt from paying a broker fee. As of December 31, 2017 grandfathered agents represented approximately 20% of total U.S. Company-owned agents. Motto franchisees do not pay any fees based on the number or dollar value of loans brokered. Franchise Sales and Other Franchise Revenue Franchise sales and other franchise revenue is primarily comprised of revenue from the sale or renewal of franchises, as well as other revenue including revenue from preferred marketing arrangements and with approved suppliers, and registration revenue from conventions held for agents and broker owners in the RE/MAX network. Upon the sale of a franchise, the Company recognizes revenue from franchise sales when it has no significant continuing operational obligations, substantially all of the initial services have been performed by the Company and other conditions affecting consummation of the sale have been met. In the event the franchisee fails to perform under the franchise agreement or defaults on the purchase obligations, the Company has the right to reacquire the franchise and to resell or operate that specific franchise. Franchise sales revenue recognized during the years ended December 31, 2017, 2016 and 2015 was $10.8 million, $8.8 million and $9.7 million, respectively. Brokerage Revenue As discussed in Note 5, Acquisitions and Dispositions the Company sold certain operating assets and liabilities of brokerage offices during 2015 and the first quarter of 2016 and, subsequent thereto, no longer operates any real estate brokerage offices and no longer recognizes brokerage revenue. Prior to the sale of the Company’s brokerage offices, brokerage revenue principally represented fees assessed by the Company-owned brokerages for services provided to their affiliated real estate agents. Because the independent contractors in the Company-owned brokerage offices operated as agents in a real estate transaction, the commissions earned and the related commission expenses paid to the agents were recorded on a net basis. |
Selling, Operating and Administrative Expenses | Selling, Operating and Administrative Expenses Selling, operating and administrative expenses primarily consist of personnel costs, including salaries, benefits, payroll taxes and other compensation expenses, professional fees, rent and related facility operations expense, as well as expenses for marketing, expanding and supporting the Company’s franchise and, through January 2016, brokerage operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include bank deposits and other highly liquid investments purchased with an original purchase maturity of three months or less. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of financial instruments, net of any allowances, including cash equivalents, accounts and notes receivable, accounts payable and accrued expenses approximate fair value due to their short-term nature. |
Accounts and Notes Receivable | Accounts and Notes Receivable Accounts receivable from the Company’s franchise operations are recorded at the time the Company bills under the terms of the franchise agreements and other contractual arrangements and do not bear interest. The Company provides limited financing of certain franchise sales through the issuance of notes receivable that either bear interest at a rate of prime plus 2% or at a stated amount, which is fixed at the inception of the note with the associated earnings recorded in “Interest income” in the accompanying Consolidated Statements of Income. Amounts collected on notes receivable are included in “Net cash provided by operating activities” in the accompanying Consolidated Statements of Cash Flows. In circumstances where the Company has the contractual right to bill its franchisees, but where collectability is not sufficiently assured, the Company records a receivable and deferred revenue, which amounted to $1.2 and $1.0 million as of December 31, 2017 and 2016, respectively. The Company records allowances against its accounts and notes receivable balances for estimated probable losses. Increases and decreases in the allowance for doubtful accounts are established based upon changes in the credit quality of receivables and are included as a component of “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. The allowance for doubtful accounts and notes receivable are the Company’s best estimate of the amount of probable credit losses, and is based on historical experience, industry and general economic conditions, and the attributes of specific accounts. The activity in the Company’s allowances against accounts and notes receivable consists of the following (in thousands): Additions/charges Balance at to cost and expense for beginning of period allowances for doubtful accounts Deductions/write-offs Balance at end of period Year ended December 31, 2017 $ 5,535 $ 1,159 $ (491) $ 6,203 Year ended December 31, 2016 $ 4,483 $ 1,325 $ (273) $ 5,535 Year ended December 31, 2015 $ 4,495 $ 353 $ (365) $ 4,483 For the years ended December 31, 2017, 2016 and 2015, bad debt expense related to trade accounts and notes receivable was $1.1 million, $1.2 million and $0.4 million, respectively, and is reflected in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. |
Accumulated Other Comprehensive Income (Loss), Foreign Operations and Foreign Currency Translation | Accumulated Other Comprehensive Income (Loss), Foreign Operations and Foreign Currency Translation Accumulated other comprehensive income (loss) includes all changes in equity during a period that have yet to be recognized in income, except those resulting from transactions with stockholders and is comprised of foreign currency translation adjustments. As of December 31, 2017, the Company, directly and through its franchisees, conducted operations in over 100 countries and territories, including the U.S. and Canada. The functional currency for the Company’s domestic operations is the U.S. dollar and for its Canadian subsidiary is the Canadian Dollar. Assets and liabilities of the Canadian subsidiary are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of income and cash flows are translated at the average exchange rates in effect during the applicable period. Exchange rate fluctuations on translating consolidated foreign currency financial statements into U.S. dollars that result in unrealized gains or losses are referred to as translation adjustments. Cumulative translation adjustments are recorded as a component of “Accumulated other comprehensive income,” a separate component of stockholders’ equity, and periodic changes are included in comprehensive income. When the Company sells a part or all of its investment in a foreign entity resulting in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided, it releases any related cumulative translation adjustment into net income. Foreign currency denominated monetary assets and liabilities and transactions occurring in currencies other than the Company’s or the Company’s consolidated foreign subsidiaries’ functional currencies are recorded based on exchange rates at the time such transactions arise. Changes in exchange rates with respect to amounts recorded in the accompanying Consolidated Balance Sheets related to these non-functional currency transactions result in transaction gains and losses that are reflected in the accompanying Consolidated Statements of Income as “Foreign currency transaction gains (losses).” |
Property and Equipment | Property and Equipment Property and equipment, including leasehold improvements, are initially recorded at cost. Depreciation is provided for on a straight-line method over the estimated useful lives of each asset class and commences when the property is placed in service. Amortization of leasehold improvements is provided for on a straight-line method over the estimated benefit period of the related assets or the lease term, if shorter. |
Franchise Agreements and Other Intangible Assets | Franchise Agreements and Other Intangible Assets The Company’s franchise agreements result from franchise rights acquired from Independent Region acquisitions and are initially recorded at fair value. The Company amortizes the franchise agreements over their estimated useful life on a straight-line basis. The Company also purchases and develops software for internal use. Software development costs incurred during the application development stage as well as upgrades and enhancements that result in additional functionality are capitalized. Costs incurred during the preliminary project and post-implementation-operation stages are expensed as incurred. Software development costs are generally amortized over a term of three to five years. Purchased software licenses are amortized over their estimated useful lives. In addition, the Company owns the principal trademarks, service marks and trade names that it uses in conjunction with operating its business. These intangible assets increase when the Company pays to file trademark applications in the U.S. and certain other jurisdictions globally. The Company’s trademarks are amortized on a straight-line basis over their estimated useful lives. The Company reviews its franchise agreements and other intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is assessed by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated from such asset. If not recoverable, the excess of the carrying amount of an asset over its estimated discounted cash flows would be charged to operations as an impairment loss. For each of the years ended December 31, 2017, 2016 and 2015, there were no impairments indicated for such assets. |
Goodwill | Goodwill Goodwill is an asset representing the future economic benefits arising from the other assets acquired in a business combination that are not individually identified and separately recognized. The Company assesses goodwill for impairment at least annually or whenever an event occurs or circumstances change that would indicate impairment may have occurred at the reporting unit level. Reporting units are driven by the level at which segment management reviews operating results. The Company performs its required impairment testing annually on August 31. The Company’s impairment assessment begins with a qualitative assessment to determine if it is more likely than not that a reporting unit’s fair value is less than the carrying amount. The initial qualitative assessment includes comparing the overall financial performance of the reporting units against the planned results as well as other factors which might indicate that the reporting unit’s value has declined since the last assessment date. If it is determined in the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the standard two-step quantitative impairment test is performed. The first step of the quantitative impairment test consists of comparing the estimated fair value of each reporting unit with its carrying amount, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying value, then it is not considered impaired and no further analysis is required. If the first step of the quantitative impairment test indicates that the estimated fair value of a reporting unit is less than its carrying value, then impairment potentially exists and the second step of the quantitative impairment test is performed to measure the amount of goodwill impairment. Goodwill impairment exists when the estimated implied fair value of a reporting unit’s goodwill is less than its carrying value. During 2017, 2016 and 2015, the Company performed the qualitative impairment assessment for all of its reporting units by evaluating, among other things, market and general economic conditions, entity-specific events, events affecting a reporting unit and the Company’s results of operations and key performance measures. Except for Motto, the fair value of our reporting units significantly exceeded their carrying values at our latest assessment date. Motto is a startup business and its fair value is tied primarily to franchise sales over the next several years. Failure to achieve targeted franchise sales would result in an impairment of this goodwill balance. The Company did not record any goodwill impairments during the years ended December 31, 2017, 2016 and 2015. |
Income Taxes | Income Taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Management periodically assesses the recoverability of its deferred tax assets based upon expected future earnings, future deductibility of the asset and changes in applicable tax laws and other factors. If management determines that it is not probable that the deferred tax asset will be fully recoverable in the future, a valuation allowance may be established for the difference between the asset balance and the amount expected to be recoverable in the future. The allowance will result in a charge to the Company’s Consolidated Statements of Income. Further, the Company records its income taxes receivable and payable based upon its estimated income tax liability. RMCO complies with the requirements of the Internal Revenue Code that are applicable to limited liability companies that have elected to be treated as partnerships, which allow for the complete pass-through of taxable income or losses to RMCO’s unitholders, who are individually responsible for any federal tax consequences. Provision for Income Taxes includes the federal income tax obligation related to RE/MAX Holdings’ allocated portion of RMCO’s income. RMCO is subject to certain state and local taxes, and its global subsidiaries are subject to tax in certain jurisdictions. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. |
Equity Based Compensation | Equity-Based Compensation The Company recognizes compensation expense associated with equity-based compensation as a component of “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. All equity-based compensation is required to be measured at fair value on the grant date, is expensed over the requisite service, generally over a three-year period, and forfeitures are accounted for as they occur. The Company recognizes compensation expense on awards on a straight-line basis over the requisite service period for the entire award. Refer to Note 12, Equity-Based Compensation for additional discussion regarding details of the Company’s equity-based compensation plans. |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220), which adjusts the classification of stranded tax effects resulting from the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. ASU 2018-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The standard is to be applied either in the period of adoption or retrospectively to each period effected by the Tax Cuts and Jobs Act. The Company plans to adopt this ASU on January 1, 2019. As of December 31, 2017, the Company completed the majority of its accounting for the tax effects of the Tax Cuts and Jobs Act. The Company believes the amendments of ASU 2018-02 will not have a significant impact on the Company’s consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) , which simplifies the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. ASU 2017-04 is effective for annual and interim impairment tests beginning January 1, 2020 for the Company and is required to be adopted using a prospective approach. Early adoption is allowed for annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements and related disclosures. Also in January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which clarifies when transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for fiscal years, and interim reporting periods within those years, beginning January 1, 2018 for the Company and is required to be adopted using a prospective approach. Early adoption is permitted for transactions not previously reported in issued financial statements. The Company will determine the effect of the standard on its consolidated financial statements and related disclosures based on the facts and circumstances of each individual acquisition or disposal. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which clarifies classification for certain cash receipts and cash payments on the consolidated statements of cash flow. ASU 2016-15 is effective for fiscal years, and interim reporting periods within those years, beginning January 1, 2018 for the Company. The standard requires a retrospective transition method for each period presented. Under the new guidance, the contingent consideration payments related to the purchase of Full House Mortgage Connection, Inc. (“Full House”) will be classified as financing outflows up to the $6.3 million acquisition date fair value and any cash payments paid in excess of the acquisition date fair value will be classified as operating outflows. (See Note 5, Acquisitions and Dispositions .) The Company expects no material impact on its financial statements and related disclosures upon the adoption of this standard. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires lessees to recognize the assets and liabilities that arise from all leases on the consolidated balance sheets. ASU 2016-02 is required to be adopted by the Company on January 1, 2019. Early adoption is permitted in any interim or annual reporting period. The standard requires a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The Company has not yet determined the effect of the standard on its consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , with several subsequent amendments, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The Company adopted this standard on January 1, 2018. The Company will use the modified retrospective transition method, which will result in restating each prior reporting period presented, fiscal years 2016 and 2017, in the year of adoption. Additionally, a cumulative effect adjustment will be recorded to the opening balance sheet as of the first day of fiscal year 2016, the earliest period presented. The adoption of the new guidance will change the timing of recognition of franchise sales and franchise renewal revenue. Currently, the Company recognizes revenue upon completion of a sale or renewal. Under the new guidance, franchise sales and renewal revenue, which are included in “Franchise Sales and Other Franchise Revenue” in the Consolidated Statements of Income, will be recognized over the contractual term of the franchise agreement. The impact to both “Franchise Sales and Other Franchise Revenue” and “Operating Income” in the Consolidated Statements of Income for 2017 from this change will be a decrease of less than $2.0 million. However, the Consolidated Balance Sheet as of December 31, 2017 will be adjusted in the first quarter of 2018 to reflect an increase in “Deferred revenue and deposits” of approximately $26.0 million. The commissions related to franchise sales will be recorded as a contract asset and be recognized over the contractual term of the franchise agreement. Currently, the Company expenses the commissions upon franchise sale completion. The impact from this change to “Selling, operating and administrative expenses” and “Operating Income” in the Consolidated Statements of Income for 2017 is immaterial and the Consolidated Balance Sheet as of December 31, 2017 will be adjusted in the first quarter of 2018 to reflect an increase in “Total assets” of approximately $4.0 million. The Company does not expect the adoption of the standard to have a material impact on other revenue streams. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Summary of Significant Accounting Policies | |
Schedule of Annual Dues Deferred Revenue | The activity in the Company’s annual dues deferred revenue consists of the following (in thousands): Balance at beginning of period New billings Revenue recognized Balance at end of period Year ended December 31, 2017 $ 14,227 $ 34,837 $ (33,767) $ 15,297 Year ended December 31, 2016 $ 13,106 $ 33,774 $ (32,653) $ 14,227 Year ended December 31, 2015 $ 12,912 $ 31,952 $ (31,758) $ 13,106 |
Schedule of Allowances Against Accounts and Notes Receivable | The activity in the Company’s allowances against accounts and notes receivable consists of the following (in thousands): Additions/charges Balance at to cost and expense for beginning of period allowances for doubtful accounts Deductions/write-offs Balance at end of period Year ended December 31, 2017 $ 5,535 $ 1,159 $ (491) $ 6,203 Year ended December 31, 2016 $ 4,483 $ 1,325 $ (273) $ 5,535 Year ended December 31, 2015 $ 4,495 $ 353 $ (365) $ 4,483 |
Non-controlling Interest (Table
Non-controlling Interest (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Noncontrolling Interest | |
Summary of Ownership of the Common Units | As of December 31, 2017 2016 Shares Ownership % Shares Ownership % Non-controlling interest ownership of common units in RMCO 12,559,600 41.51 % 12,559,600 41.57 % RE/MAX Holdings, Inc. outstanding Class A common stock (equal to RE/MAX Holdings, Inc. common units in RMCO) 17,696,991 58.49 % 17,652,548 58.43 % Total common units in RMCO 30,256,591 100.00 % 30,212,148 100.00 % |
Reconciliation from Income Before Provision for Income Taxes to Net Income | A reconciliation of “Income before provision for income taxes” to “Net income attributable to RE/MAX Holdings, Inc.” and “Net Income attributable to non-controlling interest” in the accompanying Consolidated Statements of Income for the periods indicated is detailed as follows (in thousands, except percentages): Year Ended December 31, 2017 2016 2015 RE/MAX Holdings, Inc. Non-controlling interest Total RE/MAX Holdings, Inc. Non-controlling interest Total RE/MAX Holdings, Inc. Non-controlling interest Total Weighted average ownership percentage of RMCO (a) 58.48 % 41.52 % 100.00 % 58.40 % 41.60 % 100.00 % % 57.67 % 100.00 % Income before provision for income taxes $ 66,599 $ 24,156 $ 90,755 $ 36,446 $ 26,053 $ 62,499 $ 26,554 $ 36,251 $ 62,805 Provision for income taxes (b)(c) (53,784) (1,792) (55,576) (14,050) (1,223) (15,273) (10,142) (1,888) (12,030) Net income $ 12,815 $ 22,364 $ 35,179 $ 22,396 $ 24,830 $ 47,226 $ 16,412 $ 34,363 $ 50,775 (a) The weighted average ownership percentage of RMCO differs from the allocation of income before provision for income taxes between RE/MAX Holdings and the non-controlling interest due to certain relatively insignificant expenses and the gain on reduction in TRA liability in 2017 being recorded at RE/MAX Holdings. (b) The provision for income taxes attributable to RE/MAX Holdings is primarily comprised of U.S. federal and state income taxes on its proportionate share of the pass-through income from RMCO. However, it also includes its share of taxes directly incurred by RMCO and its subsidiaries, related primarily to tax liabilities in certain foreign jurisdictions. The provision for income taxes attributable to the non-controlling interest represents its share of taxes related primarily to tax liabilities in certain foreign jurisdictions directly incurred by RMCO or its subsidiaries. Because RMCO is a pass-through entity there is no U.S. federal and state income tax provision recorded on the non-controlling interest. |
Distributions Paid or Payable | The distributions paid or payable to or on behalf of non-controlling unitholders are summarized as follows (in thousands): Year Ended December 31, 2017 2016 Tax and other distributions $ 8,217 $ 10,391 Dividend distributions 9,043 7,536 Total distributions to non-controlling unitholders $ 17,260 $ 17,927 |
Earnings Per Share and Divide30
Earnings Per Share and Dividends (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share and Dividends | |
Reconciliation of Numerator and Denominator used in Basic and Diluted EPS Calculations | The following is a reconciliation of the numerator and denominator used in the basic and diluted EPS calculations (in thousands, except shares and per share information): Year Ended December 31, 2017 2016 2015 Numerator Net income attributable to RE/MAX Holdings, Inc. $ 12,815 $ 22,396 $ 16,412 Denominator for basic net income per share of Class A common stock Weighted average shares of Class A common stock outstanding 17,688,533 17,628,741 12,671,051 Denominator for diluted net income per share of Class A common stock Weighted average shares of Class A common stock outstanding 17,688,533 17,628,741 12,671,051 Add dilutive effect of the following: Stock options — 5,059 130,001 Restricted stock units 43,267 43,968 28,162 Weighted average shares of Class A common stock outstanding, diluted 17,731,800 17,677,768 12,829,214 Earnings per share of Class A common stock Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock, basic $ 0.72 $ 1.27 $ 1.30 Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock, diluted $ 0.72 $ 1.27 $ 1.28 |
Schedule of Dividends Declared and Paid Quarterly per Share | Year Ended December 31, 2017 2016 2015 Date paid Per share Date paid Per share Date paid Per share Dividend declared during quarter ended: March 31 March 22, 2017 $ March 23, 2016 $ April 8, 2015 $ June 30 May 31, 2017 June 2, 2016 June 4, 2015 September 30 August 30, 2017 August 31, 2016 September 3, 2015 December 31 November 29, 2017 December 1, 2016 November 27, 2015 $ $ 0.60 $ |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Acquisitions and Dispositions | |
Schedule of details of acquisition | RE/MAX of Northern Illinois, Inc. RE/MAX Regional Services RE/MAX of New Jersey, Inc. RE/MAX of Alaska, Inc. RE/MAX of New York, Inc. Acquisition date November 15, 2017 December 15, 2016 December 1, 2016 April 1, 2016 February 22, 2016 Cash consideration (in thousands) 35,720 50,400 45,000 1,500 8,500 Status of accounting for the business combination Preliminary (a) Final as of December 31, 2017 (b) Final as of December 31, 2017 (b) Final as of December 31, 2016 Final as of December 31, 2016 Acquisitions occurring during the current reporting period: Acquisition-related costs (in thousands) (c) 333 Revenue since acquisition date (in thousands) (d) 595 Weighted-average useful life of franchise agreements acquired 12.4 (a) The preliminary estimated fair value of the assets acquired is subject to adjustments based on the Company’s final assessment of the fair values of the franchise agreements, which is the acquired asset with the highest likelihood of changing upon finalization of the valuation process . (b) As of December 31, 2017, the Company finalized its purchase allocations related to the acquisitions of RE/MAX Regional Services and RE/MAX of New Jersey. Adjustments recorded during the measurement-period are calculated as if they were known at the acquisition date, but are recognized in the reporting period in which they are determined. The Company does not revise or adjust any prior period information. In finalizing the accounting for these acquisitions, adjustments were made during the year ended December 31, 2017 to the consolidated balance sheet to decrease “Goodwill” by $4.2 million with a corresponding increase to “Franchise agreements, net” of $4.2 million. The Company recognized a reduction in depreciation and amortization expense of $0.8 million during the year ended December 31, 2017 in connection with these measurement adjustments. (c) Includes transaction and integration costs such as legal, accounting, advisory and consulting fees for the year ended December 31, 2017 that are included in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. Includes the amount of revenue of the acquiree since the acquisition date through the year ended December 31, 2017 that is included in the accompanying Consolidated Statements of Income. |
Summary of Estimated Fair Value of Assets at Acquisition Date | The following table summarizes the allocation of the purchase price to the fair value of assets acquired for the aforementioned acquisitions (in thousands): RE/MAX of Northern Illinois RE/MAX Regional Services RE/MAX of New Jersey Full House RE/MAX of Alaska RE/MAX of New York Total Cash and cash equivalents $ - $ - $ 335 $ - $ - $ 131 $ 466 Franchise agreements 23,500 30,700 29,700 - 529 5,000 89,429 Non-compete agreement - - - 2,500 - - 2,500 Other assets - - - - - 340 340 Goodwill 12,220 19,700 15,300 11,800 971 3,029 63,020 Other liabilities - - (335) - - - (335) Total purchase price $ 35,720 $ 50,400 $ 45,000 $ 14,300 $ 1,500 $ 8,500 $ 155,420 |
Summary of Unaudited Pro Forma Information | Year Ended December 31, 2017 2016 2015 (in thousands, except per share amounts) Total revenue $ 199,769 $ 192,594 $ 189,397 Net income attributable to RE/MAX Holdings, Inc. (a) $ 13,035 $ 23,533 $ 16,746 Basic earnings per common share $ 0.74 $ 1.33 $ 1.32 Diluted earnings per common share $ 0.74 $ 1.33 $ 1.31 (a) Year ended December 31, 2016 includes the net impact of $ 1.0 million in professional fees and debt extinguishment costs incurred related to the amendment of the Company’s credit facility. See Note 9, Debt for a discussion of the credit facility. |
Full House Mortgage Connection, Inc. | |
Acquisitions and Dispositions | |
Consideration Transferred | The following table summarizes the estimated consideration transferred at the acquisition (in thousands): Cash consideration $ 8,000 Contingent purchase consideration (See note 10) 6,300 Total purchase price $ 14,300 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property and Equipment | |
Property and Equipment | Property and equipment consist of the following (in thousands): As of December 31, Depreciable Life 2017 2016 Leasehold improvements Shorter of estimated useful life or life of lease $ 3,227 $ 3,063 Office furniture, fixtures and equipment 1 - 10 years 12,004 11,824 15,231 14,887 Less accumulated depreciation (12,326) (12,196) $ 2,905 $ 2,691 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets and Goodwill | |
Schedule of components of intangible assets | The following table provides the components of the Company’s intangible assets (in thousands, except weighted average amortization period in years): Weighted Average As of December 31, 2017 As of December 31, 2016 Amortization Initial Accumulated Net Initial Accumulated Net Period Cost Amortization Balance Cost Amortization Balance Franchise agreements 12.5 $ 181,567 $ (62,218) $ 119,349 $ 224,167 $ (115,027) $ 109,140 Other intangible assets: Software (a) 4.6 $ 13,762 $ (8,111) $ 5,651 $ 13,207 $ (7,154) $ 6,053 Trademarks 10.2 1,539 (902) 637 3,102 (1,782) 1,320 Non-compete 10.0 2,500 (312) 2,188 2,500 (62) 2,438 Total other intangible assets 6.4 $ 17,801 $ (9,325) $ 8,476 $ 18,809 $ (8,998) $ 9,811 (a) As of December 31, 2017 and December 31, 2016, capitalized software development costs of $0.6 million and $0.4 million, respectively, were recorded in “Other intangible assets” in the accompanying Consolidated Balance Sheets. As of these dates, the associated information technology infrastructure projects were not complete and ready for their intended use and thus were not subject to amortization. |
Schedule of estimated future amortization of intangible assets, other than goodwill | As of December 31, 2017, the estimated future amortization expense for the next five years related to intangible assets with definite lives is as follows (in thousands): Year ending December 31: 2018 $ 17,614 2019 17,482 2020 17,288 2021 16,775 2022 14,511 $ 83,670 |
Schedule of changes to goodwill | The following table presents changes to goodwill for the period from January 1, 2016 to December 31, 2017 (in thousands): Balance, January 1, 2016 $ 71,871 Goodwill recognized related to acquisitions 54,665 Effect of changes in foreign currency exchange rates 97 Balance, December 31, 2016 126,633 Goodwill recognized related to current year acquisitions 12,220 Adjustments to acquisition accounting during the measurement period (3,865) Effect of changes in foreign currency exchange rates 225 Balance, December 31, 2017 $ 135,213 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accrued Liabilities. | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): As of December 31, 2017 2016 Accrued payroll and related employee costs $ 3,874 $ 7,035 Accrued taxes 1,635 1,554 Accrued professional fees 2,339 1,382 Other (a) 7,542 3,297 $ 15,390 $ 13,268 (a) Other accrued liabilities include a $4.5 million payable in connection with the February 13, 2018 settlement resulting from the litigation matter concerning the Company’s 2013 acquisition of the net assets of Tails, Inc. (“Tails”), as discussed in Note 14, Commitments and Contingencies. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt | |
Schedule of debt | Debt, net of current portion, consists of the following (in thousands): As of December 31, 2017 2016 2016 Senior Secured Credit Facility $ 232,063 $ 234,412 Less unamortized debt issuance costs (1,780) (2,076) Less unamortized debt discount costs (1,297) (1,516) Less current portion (2,350) (2,350) $ 226,636 $ 228,470 |
Schedule of Maturities of Debt | Maturities of debt are as follows (in thousands): Year Ending December 31: 2018 $ 2,350 2019 2,350 2020 2,350 2021 2,350 2022 2,350 Thereafter 220,313 $ 232,063 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Measurements | |
Liabilities Measured at Fair Value on a Recurring Basis | A summary of the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2017 and 2016 is as follows (in thousands): As of December 31, 2017 As of December 31, 2016 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Liabilities Contingent consideration $ 6,580 $ - $ - $ 6,580 $ 6,400 $ - $ - $ 6,400 |
Reconciliation of Assets And Liabilities Measured Using Significant Unobservable Inputs | The table below presents a reconciliation of all assets and liabilities of the Company measured at fair value on a recurring basis using significant unobservable inputs for the period from January 1, 2016 to December 31, 2017 (in thousands): Fair Value of Contingent Consideration Liability Balance at January 1, 2016 $ - Full House acquisition 6,300 Fair value adjustments 100 Balance at December 31, 2016 6,400 Fair value adjustments 180 Balance at December 31, 2017 $ 6,580 |
Summary of carrying value and fair value of senior secured credit facility | The following table summarizes the carrying values and estimated fair value of the 2016 Senior Secured Credit Facility as of December 31, 2017 and 2016 (in thousands): As of December 31, 2017 2016 Carrying Amount Fair Value Level 2 Carrying Amount Fair Value Level 2 Senior Secured Credit Facility $ 228,986 $ 232,933 $ 230,820 $ 233,240 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes | |
Schedule of Income Before Provision for Income Taxes | Income before provision for income taxes” as shown in the accompanying Consolidated Statements of Income is comprised of the following (in thousands): Year Ended December 31, 2017 2016 2015 Domestic $ 78,812 $ 51,194 $ 51,552 Foreign 11,943 11,305 11,253 Total $ 90,755 $ 62,499 $ 62,805 |
Schedule of Components of Provision for Income Taxes | Components of the “Provision for income taxes” in the accompanying Consolidated Statements of Income consist of the following (in thousands): Year Ended December 31, 2017 2016 2015 Current Federal $ 3,568 $ 8,002 $ 5,451 Foreign 4,345 2,855 3,019 State and local 1,169 943 1,029 Total current expense 9,082 11,800 9,499 Deferred expense Federal 45,934 3,222 2,333 Foreign (9) 13 25 State and local 569 238 173 Total deferred expense 46,494 3,473 2,531 Provision for income taxes $ 55,576 $ 15,273 $ 12,030 |
Schedule of Reconciliation of U.S. Statutory Income Tax Rate to Company's Effective Tax Rate | Year Ended December 31, 2017 2016 2015 U.S. statutory tax rate 35.0 % 35.0 % 35.0 % Increase due to state and local taxes, net of federal benefit 2.6 2.6 2.6 Effect of permanent differences (0.1) (0.2) 1.2 Income attributable to non-controlling interests (12.5) (14.1) (19.7) Other 0.2 1.1 0.1 Subtotal Impact of reduction in TRA liability on non-controlling interests (a) 4.5 - - Effect of permanent difference – reduction in TRA liability (b) (13.6) - - Tax Cuts and Jobs Act rate change (c) 45.1 - - % % % (a) Reflects additional impact of non-controlling interest adjustment being on a larger base of income that includes the gain on reduction in TRA liability. (b) Reflects the impact of gain on TRA liability reduction, which is not taxable. (c) Reflects reduction in deferred tax assets and resulting increase in deferred tax expense due to U.S. Federal rate declining from 35% to 21%. |
Summary of Deferred Tax Assets and Liabilities | These temporary differences result in taxable or deductible amounts in future years. Details of the Company’s deferred tax assets and liabilities are summarized as follows (in thousands): As of December 31, 2017 2016 Long-term deferred tax assets Goodwill, other intangibles and other assets $ 52,385 $ 90,686 Imputed interest deduction pursuant to tax receivable agreements 3,052 8,483 Rent liabilities 1,878 2,037 Compensation and benefits 526 1,606 Allowance for doubtful accounts 687 979 Motto contingent liability 929 1,405 Deferred Revenue 171 — Other 393 855 Total long-term deferred tax assets 60,021 106,051 Long-term deferred tax liabilities Property and equipment and other long lived assets (1,021) (414) Total long-term deferred tax liabilities (1,021) (414) Net long-term deferred tax assets 59,000 105,637 Total deferred tax assets and liabilities $ 59,000 $ 105,637 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Employee Stock-Based Compensation Expense | Employee stock-based compensation expense under the Company’s 2013 Incentive Plan was as follows (in thousands): Year Ended December 31, 2017 2016 2015 Expense from Time-based RSUs $ 2,523 $ 2,330 $ 1,453 Expense from Performance-based RSUs 377 - - Equity-based compensation expense 2,900 2,330 1,453 Tax benefit from equity-based compensation (637) (511) (231) Excess tax benefit from equity-based compensation (324) (261) (2,770) Net compensation cost $ 1,939 $ 1,558 $ (1,548) |
Time-based Restricted Stock Units | |
Restricted Stock Units | The following table summarizes equity-based compensation activity related to time-based RSUs for the year ended December 31, 2017: Time-based restricted stock units Weighted average grant date fair value per share Balance, January 1, 2017 127,011 $ 33.00 Granted 43,450 $ 55.45 Shares vested (including tax withholding) (a) (58,426) $ 33.03 Forfeited (6,173) $ 41.94 Balance, December 31, 2017 105,862 $ 41.67 (a) Pursuant to the terms of the 2013 Incentive Plan, RSUs withheld by the Company for the payment of the employee's tax withholding related to an RSU vesting are added back to the pool of shares available for future awards. The following table summarizes information about our RSU grants during the years ended December 31, 2017, 2016 and 2015: Year ended December 31, 2017 2016 2015 Weighted average grant date fair value per RSU granted $ 55.45 $ 33.24 $ 32.45 |
Performance-based Restricted Stock Units | |
Restricted Stock Units | Performance-based restricted stock units Weighted average grant date fair value per share Balance, January 1, 2017 — $ — Granted (a) 33,961 $ 57.88 Forfeited (2,130) $ 57.88 Balance, December 31, 2017 31,831 $ 57.88 Represents the total participant target award. |
Leadership Changes (Tables)
Leadership Changes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leadership Changes | |
Rollforward of Estimated Fair Value Liability Established for the Aforementioned Leadership Changes And Restructuring Activities | The following table presents a rollforward of the liability for the aforementioned leadership changes (in thousands): Year Ended December 31, 2017 2016 Balance, January 1 $ 964 $ 1,973 Severance and other related expenses — 1,055 Accretion 19 59 Cash payments (983) (1,792) Non-cash adjustment (a) — (331) Balance, December 31 $ — $ 964 (a) For the year ended December 31, 2016, the non-cash adjustment represents the non-cash equity-based compensation expense recorded for the accelerated vesting of restricted stock units pursuant to the terms of the separation and transition agreement entered into with the Company’s former Chief Financial Officer and Chief Operating Officer on January 7, 2016 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies. | |
Operating Leases Future Minimum Payments | Future minimum payments (including those allocated to an affiliate) under these leases and commitments, net of payments under sublease agreements, are as follows (in thousands): Rent Payments Sublease Receipts Total Cash Outflows Year ending December 31: 2018 $ 8,669 $ (847) $ 7,822 2019 8,783 (1,087) 7,696 2020 9,039 (873) 8,166 2021 8,868 (775) 8,093 2022 8,757 (804) 7,953 Thereafter 50,695 (2,209) 48,486 $ 94,811 $ (6,595) $ 88,216 |
Schedule of gain (loss) on sublease | Execution Date End Date 2017 (Loss) Gain on Sublease May 2017 April 2028 $ (173) August 2017 January 2025 (3,725) September 2017 August 2024 294 (a) $ (3,604) (a) During the year ended December 31, 2013 the Company entered into a sublease agreement with a tenant and recognized a loss related to the subleased office space of $1.2 million. In September 2017 the Company amended this sublease agreement and the existing liability was reduced, resulting in a net gain of $0.3 million during the year ended December 31, 2017. |
Quarterly Financial Informati41
Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information (unaudited) | |
Schedule of Quarterly Financial Information | For the Quarter Ended March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 (a) (in thousands, except shares and per share amounts) Total revenue $ 48,229 $ 48,819 $ 49,377 $ 49,504 Total operating expenses 32,777 26,022 36,569 336 Operating income 15,452 22,797 12,808 49,168 Total other expenses, net (2,351) (2,398) (2,180) (2,541) Income before provision for income taxes 13,101 20,399 10,628 46,627 Provision for income taxes (3,030) (4,762) (3,091) (44,693) Net income 10,071 15,637 7,537 1,934 Less: net income attributable to non-controlling interest 5,159 8,108 3,702 5,395 Net income (loss) attributable to RE/MAX Holdings, Inc. $ 4,912 $ 7,529 $ 3,835 $ (3,461) Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock Basic $ 0.28 $ 0.43 $ 0.22 $ (0.20) Diluted $ 0.28 $ 0.42 $ 0.22 $ (0.20) Weighted average shares of Class A common stock outstanding Basic 17,662,842 17,696,842 17,696,991 17,696,991 Diluted 17,716,013 17,723,802 17,737,786 17,747,744 For the Quarter Ended March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 (in thousands, except shares and per share amounts) Total revenue $ 42,917 $ 43,404 $ 45,559 $ 44,422 Total operating expenses 27,061 22,955 24,417 30,052 Operating income 15,856 20,449 21,142 14,370 Total other expenses, net (2,202) (2,036) (2,204) (2,876) Income before provision for income taxes 13,654 18,413 18,938 11,494 Provision for income taxes (3,259) (4,285) (4,632) (3,097) Net income 10,395 14,128 14,306 8,397 Less: net income attributable to non-controlling interest 5,456 7,314 7,520 4,540 Net income attributable to RE/MAX Holdings, Inc. $ 4,939 $ 6,814 $ 6,786 $ 3,857 Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock Basic $ 0.28 $ 0.39 $ 0.38 $ 0.22 Diluted $ 0.28 $ 0.39 $ 0.38 $ 0.22 Weighted average shares of Class A common stock outstanding Basic 17,584,351 17,636,590 17,645,696 17,647,930 Diluted 17,638,667 17,668,995 17,691,641 17,706,070 (a) The quarterly results for the quarter ended December 31, 2017 were impacted by the Tax Cuts and Jobs Act enacted in December 2017. The reduction in the corporate tax rate from 35% to 21% resulted in comparable reductions in both the deferred tax asset amounts and the TRA liabilities. See Note 11, Income Taxes for further information on the impact of the Tax Cuts and Jobs Act. |
Business and Organization (Deta
Business and Organization (Details) shares in Millions | Dec. 31, 2017segmentcountryVoteOfficeclassitem | Dec. 31, 2017countryVoteOfficeclassitem | Dec. 31, 2015shares | Dec. 31, 2016 |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Common stock issued at initial public offering | shares | 5.2 | |||
Number of offices | Office | 7,000 | 7,000 | ||
Number of countries in which entity operates | country | 100 | 100 | ||
Percentage of Company consisting of franchises | 100.00% | |||
Number Of Reportable Segments | segment | 1 | |||
Ownership percentage | 30.00% | 30.00% | ||
Number of votes for common class holders, as a multiple of the aggregate number of Common Units in RMCO held by the holder upon occurrence of certain events (as a percent) | 1 | 1 | ||
Number of classes of common stock | class | 2 | 2 | ||
RMCO, LLC | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Parent economic interest in RMCO (as a percent) | 58.49% | 58.49% | 58.43% | |
Non-controlling unitholders ownership of common units in RMCO as a percentage | 41.51% | 41.51% | 41.57% | |
RIHI | RMCO, LLC | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Non-controlling unitholders ownership of common units in RMCO as a percentage | 41.51% | 41.51% | ||
Common Class A | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Number of votes per share held | 1 | 1 | ||
Common Units | RMCO, LLC | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Number of votes for common class holders, as a multiple of the aggregate number of Common Units in RMCO held by the holder (as a percent) | 1 | |||
Common Class B | RMCO, LLC | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Ratio of votes in parent company to number of L L C common units held | 2 | 2 | ||
Number of votes for common class holders, for each Common Unit in RMCO held by the holder (in votes) | 2 | |||
Minimum | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Number of agents | item | 115,000 | 115,000 |
Summary of Significant Accoun43
Summary of Significant Accounting Policies - Additional Information (Details) | Dec. 31, 2017segment | Dec. 31, 2017USD ($)country | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Significant Accounting Policies [Line Items] | ||||
Number of reportable segments | segment | 1 | |||
Approximate percentage of grandfathered agents | 20.00% | |||
Franchise revenue recognized | $ 24,667,000 | $ 25,131,000 | $ 25,468,000 | |
Deferred revenue, additions | $ 1,200,000 | 1,000,000 | ||
Number of countries and territories operations conducted | country | 100 | |||
Impairment of franchise agreements and other intangible assets subject to amortization | $ 0 | 0 | 0 | |
Impairment of goodwill | $ 0 | 0 | 0 | |
Equity-based compensation vesting period | 3 years | |||
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 6,300,000 | |||
Software and Software Development Costs | Minimum | ||||
Significant Accounting Policies [Line Items] | ||||
Useful life of intangible assets | 3 years | |||
Software and Software Development Costs | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Useful life of intangible assets | 5 years | |||
Accounts Receivable | Prime plus | ||||
Significant Accounting Policies [Line Items] | ||||
Accounts and notes receivable interest rate percentage | 2.00% | 2.00% | ||
Franchise Agreements | ||||
Significant Accounting Policies [Line Items] | ||||
Franchise revenue recognized | $ 10,800,000 | $ 8,800,000 | $ 9,700,000 | |
RMCO, LLC | ||||
Significant Accounting Policies [Line Items] | ||||
Parent economic interest in RMCO (as a percent) | 58.49% | 58.49% | 58.43% |
Summary of Significant Accoun44
Summary of Significant Accounting Policies - Schedule of Annual Dues Deferred Revenue (Details) - Annual Dues - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred Revenue Arrangement [Line Items] | |||
Deferred revenue recognition period | 12 months | ||
Balance at beginning of period | $ 14,227 | $ 13,106 | $ 12,912 |
New billings | 34,837 | 33,774 | 31,952 |
Revenue recognized | (33,767) | (32,653) | (31,758) |
Balance at end of period | $ 15,297 | $ 14,227 | $ 13,106 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Schedule of Allowances Against Accounts and Notes Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Receivables [Abstract] | |||
Balance at beginning of period | $ 5,535 | $ 4,483 | $ 4,495 |
Additions/charges to cost and expense for doubtful accounts | 1,159 | 1,325 | 353 |
Additions and charges to cost and expense for allowances for doubtful accounts | 1,109 | 1,195 | 433 |
Deductions/ write-offs | (491) | (273) | (365) |
Balance at end of period | $ 6,203 | $ 5,535 | $ 4,483 |
Summary of Significant Accoun46
Summary of Significant Accounting Policies - (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Franchise sales and other franchise revenue | $ 24,667 | $ 25,131 | $ 25,468 | |||||||||
Operating income | $ 49,168 | $ 12,808 | $ 22,797 | $ 15,452 | $ 14,370 | $ 21,142 | $ 20,449 | $ 15,856 | 100,225 | 71,817 | $ 73,580 | |
Increase in Total assets | $ 406,562 | $ 437,153 | 406,562 | $ 437,153 | ||||||||
Forecast | Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | ||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Franchise sales and other franchise revenue | $ (2,000) | |||||||||||
Increase in deferred revenue and deposits | 26,000 | |||||||||||
Increase in Total assets | $ 4,000 | |||||||||||
Maximum | Difference between Revenue Guidance in Effect before and after Topic 606 | Accounting Standards Update 2014-09 | ||||||||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||||||||
Franchise sales and other franchise revenue | (2,000) | |||||||||||
Operating income | $ (2,000) |
Non-controlling Interest - Narr
Non-controlling Interest - Narrative (Details) - USD ($) $ in Thousands, shares in Millions | Jan. 01, 2018 | Oct. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Significant Accounting Policies [Line Items] | ||||||
Minority Interest | 5.2 | |||||
Common stock issued at initial public offering | 5.2 | |||||
Deferred tax assets, net | $ 59,151 | $ 105,770 | ||||
Corporate tax rate | 35.00% | 35.00% | 35.00% | |||
Forecast | ||||||
Significant Accounting Policies [Line Items] | ||||||
Corporate tax rate | 21.00% | |||||
RIHI | ||||||
Significant Accounting Policies [Line Items] | ||||||
Common stock issued at initial public offering | 11.6 | 5.2 | ||||
RIHI and Oberndorf Investments LLC | ||||||
Significant Accounting Policies [Line Items] | ||||||
Tax benefit realized | 85.00% | |||||
RMCO, LLC | RIHI | ||||||
Significant Accounting Policies [Line Items] | ||||||
Deferred tax assets and liability | $ 53,200 |
Non-controlling Interest - Owne
Non-controlling Interest - Ownership of common units in RMCO (Details) - RMCO, LLC - shares | Dec. 31, 2017 | Dec. 31, 2016 |
Shares [Abstract] | ||
Non-controlling unitholders ownership of common units in RMCO | 12,559,600 | 12,559,600 |
RE/MAX Holdings, Inc. outstanding Class A common stock (equal to RE/MAX Holdings, Inc. common units | 17,696,991 | 17,652,548 |
Total number of common stock units | 30,256,591 | 30,212,148 |
Ownership Percentage [Abstract] | ||
Non-controlling unitholders ownership of common units in RMCO as a percentage | 41.51% | 41.57% |
RE/MAX Holdings, Inc. outstanding Class A common stock (equal to RE/MAX Holdings, Inc. common units | 58.49% | 58.43% |
Total percentage of common stock units | 100.00% | 100.00% |
Non-controlling Interest - Net
Non-controlling Interest - Net income reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Minority Interest [Line Items] | |||||||||||
Weighted average ownership percentage of controlling interest | 58.48% | 58.40% | 42.33% | ||||||||
Weighted average ownership percentage of noncontrolling interest | 41.52% | 41.60% | 57.67% | ||||||||
Total (as a percentage) | 100.00% | 100.00% | 100.00% | ||||||||
Income before provision for income taxes attributable to RE/MAX Holdings, Inc. | $ 66,599 | $ 36,446 | $ 26,554 | ||||||||
Provision for income taxes attributable to RE/MAX Holdings, Inc. | (53,784) | (14,050) | (10,142) | ||||||||
Net income attributable to RE/MAX Holdings, Inc. | $ (3,461) | $ 3,835 | $ 7,529 | $ 4,912 | $ 3,857 | $ 6,786 | $ 6,814 | $ 4,939 | 12,815 | 22,396 | 16,412 |
Income before provision for income taxes: Non-controlling interest | 24,156 | 26,053 | 36,251 | ||||||||
Provision for income taxes: Non-controlling interest | (1,792) | (1,223) | (1,888) | ||||||||
Net income: Non-controlling interest | 5,395 | 3,702 | 8,108 | 5,159 | 4,540 | 7,520 | 7,314 | 5,456 | 22,364 | 24,830 | 34,363 |
Income before provision for income taxes | 46,627 | 10,628 | 20,399 | 13,101 | 11,494 | 18,938 | 18,413 | 13,654 | 90,755 | 62,499 | 62,805 |
Provision for income taxes | (44,693) | (3,091) | (4,762) | (3,030) | (3,097) | (4,632) | (4,285) | (3,259) | (55,576) | (15,273) | (12,030) |
Net income | $ 1,934 | $ 7,537 | $ 15,637 | $ 10,071 | $ 8,397 | $ 14,306 | $ 14,128 | $ 10,395 | 35,179 | 47,226 | 50,775 |
Non-controlling interest | |||||||||||
Minority Interest [Line Items] | |||||||||||
Net income | $ 22,364 | $ 24,830 | $ 34,363 |
Non-controlling Interest - Dist
Non-controlling Interest - Distributions Paid or Payable (Details) - USD ($) $ in Thousands | Feb. 21, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Dividends Payable [Line Items] | |||
Distributions paid or payable to or on behalf of non-controlling unitholders | $ 17,260 | $ 17,927 | |
Tax and other distributions | |||
Dividends Payable [Line Items] | |||
Distributions paid or payable to or on behalf of non-controlling unitholders | 8,217 | 10,391 | |
Dividend distributions | |||
Dividends Payable [Line Items] | |||
Distributions paid or payable to or on behalf of non-controlling unitholders | $ 9,043 | $ 7,536 | |
Subsequent Event | Quarterly distribution | |||
Dividends Payable [Line Items] | |||
Distributions declared to non-controlling unitholders | $ 2,500 |
Earnings Per Share and Divide51
Earnings Per Share and Dividends - Reconciliation of the numerator and denominator used in basic and diluted EPS calculations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator | |||||||||||
Net income attributable to RE/MAX Holdings, Inc. | $ (3,461) | $ 3,835 | $ 7,529 | $ 4,912 | $ 3,857 | $ 6,786 | $ 6,814 | $ 4,939 | $ 12,815 | $ 22,396 | $ 16,412 |
Denominator for basic net income per share of common stock | |||||||||||
Weighted average shares of Class A common stock outstanding | 17,696,991 | 17,696,991 | 17,696,842 | 17,662,842 | 17,647,930 | 17,645,696 | 17,636,590 | 17,584,351 | 17,688,533 | 17,628,741 | 12,671,051 |
Denominator for diluted net income per share of common stock | |||||||||||
Weighted average shares of Class A common stock outstanding | 17,696,991 | 17,696,991 | 17,696,842 | 17,662,842 | 17,647,930 | 17,645,696 | 17,636,590 | 17,584,351 | 17,688,533 | 17,628,741 | 12,671,051 |
Add dilutive effect of the following: | |||||||||||
Weighted average shares of Class A common stock outstanding, diluted | 17,747,744 | 17,737,786 | 17,723,802 | 17,716,013 | 17,706,070 | 17,691,641 | 17,668,995 | 17,638,667 | 17,731,800 | 17,677,768 | 12,829,214 |
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock | |||||||||||
Anti-dilutive shares | 0 | 0 | 0 | ||||||||
Basic | $ (0.20) | $ 0.22 | $ 0.43 | $ 0.28 | $ 0.22 | $ 0.38 | $ 0.39 | $ 0.28 | $ 0.72 | $ 1.27 | $ 1.30 |
Diluted | $ (0.20) | $ 0.22 | $ 0.42 | $ 0.28 | $ 0.22 | $ 0.38 | $ 0.39 | $ 0.28 | $ 0.72 | $ 1.27 | $ 1.28 |
Common Class A | |||||||||||
Denominator for basic net income per share of common stock | |||||||||||
Weighted average shares of Class A common stock outstanding | 17,688,533 | 17,628,741 | 12,671,051 | ||||||||
Denominator for diluted net income per share of common stock | |||||||||||
Weighted average shares of Class A common stock outstanding | 17,688,533 | 17,628,741 | 12,671,051 | ||||||||
Add dilutive effect of the following: | |||||||||||
Weighted average shares of Class A common stock outstanding, diluted | 17,731,800 | 17,677,768 | 12,829,214 | ||||||||
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock | |||||||||||
Basic | $ 0.72 | $ 1.27 | $ 1.30 | ||||||||
Diluted | $ 0.72 | $ 1.27 | $ 1.28 | ||||||||
Common Class B | |||||||||||
Share Outstanding Abstract | |||||||||||
Common stock, shares outstanding | 1 | 1 | |||||||||
Employee Stock Option | Common Class A | |||||||||||
Add dilutive effect of the following: | |||||||||||
Dilutive effect | 5,059 | 130,001 | |||||||||
Restricted Stock Units (RSUs) | Common Class A | |||||||||||
Add dilutive effect of the following: | |||||||||||
Dilutive effect | 43,267 | 43,968 | 28,162 |
Earnings Per Share and Divide52
Earnings Per Share and Dividends - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 21, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Dividends Payable [Line Items] | ||||||||||||||||
Dividends declared and paid | $ 12,740 | $ 10,578 | $ 24,003 | |||||||||||||
Cash dividends declared per share of Class A common stock | $ 0.72 | $ 0.60 | $ 2 | |||||||||||||
Common Class A | ||||||||||||||||
Dividends Payable [Line Items] | ||||||||||||||||
Dividends declared and paid | $ 12,700 | $ 10,600 | $ 24,000 | |||||||||||||
Cash dividends declared per share of Class A common stock | $ 0.72 | $ 0.60 | $ 2 | |||||||||||||
Quarterly dividend | Common Class A | ||||||||||||||||
Dividends Payable [Line Items] | ||||||||||||||||
Cash dividends declared per share of Class A common stock | $ 0.20 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.15 | $ 0.15 | $ 0.15 | $ 0.15 | $ 0.125 | $ 0.125 | $ 0.125 | $ 1.625 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 15, 2017 | Dec. 15, 2016 | Dec. 01, 2016 | Sep. 12, 2016 | Apr. 01, 2016 | Feb. 22, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Purchase Price Allocation | |||||||||
Decrease to goodwill | $ (3,865) | ||||||||
Goodwill | 135,213 | $ 126,633 | $ 71,871 | ||||||
Reduction in depreciation and amortization | 800 | ||||||||
Finalized accounting goodwill | |||||||||
Decrease to goodwill | (3,865) | ||||||||
Pro Forma Information | |||||||||
Total revenue | 199,769 | 192,594 | 189,397 | ||||||
Net income attributable to RE/MAX Holdings, Inc. | $ 13,035 | $ 23,533 | $ 16,746 | ||||||
Basic earnings per common share | $ 0.74 | $ 1.33 | $ 1.32 | ||||||
Diluted earnings per common share | $ 0.74 | $ 1.33 | $ 1.31 | ||||||
Professional fees and debt extinguishment costs related to amendment of credit facility | $ 1,000 | ||||||||
Franchise agreements | Weighted Average | |||||||||
Purchase Price Allocation | |||||||||
Useful life of intangible assets | 12 years 6 months | ||||||||
Remax Of Northern Illinois Inc | |||||||||
Acquisitions and Dispositions | |||||||||
Cash consideration | $ 35,720 | ||||||||
Purchase Price Allocation | |||||||||
Franchise agreements | 23,500 | ||||||||
Goodwill | 12,220 | ||||||||
Total purchase price | 35,720 | ||||||||
Acquisition-related costs | 333 | ||||||||
Revenue since acquisition date | $ 595 | ||||||||
Remax Of Northern Illinois Inc | Franchise agreements | Weighted Average | |||||||||
Acquisitions and Dispositions | |||||||||
Useful life of intangible assets | 12 years 4 months 24 days | ||||||||
RE/MAX Regional Services | |||||||||
Acquisitions and Dispositions | |||||||||
Cash consideration | $ 50,400 | ||||||||
Purchase Price Allocation | |||||||||
Franchise agreements | 30,700 | ||||||||
Goodwill | 19,700 | ||||||||
Total purchase price | $ 50,400 | ||||||||
RE/MAX of New Jersey | |||||||||
Acquisitions and Dispositions | |||||||||
Cash consideration | $ 45,000 | ||||||||
Purchase Price Allocation | |||||||||
Cash and cash equivalents | 335 | ||||||||
Franchise agreements | 29,700 | ||||||||
Goodwill | 15,300 | ||||||||
Other liabilities | (335) | ||||||||
Total purchase price | $ 45,000 | ||||||||
RE Max Regional Services And RE Max Of New Jersey Inc [Member] | |||||||||
Purchase Price Allocation | |||||||||
Decrease to goodwill | $ (4,200) | ||||||||
Reduction in depreciation and amortization | 800 | ||||||||
Finalized accounting goodwill | |||||||||
Decrease to goodwill | (4,200) | ||||||||
Finalized accounting franchise agreements | |||||||||
Increase to franchise agreements | 4,200 | ||||||||
Full House Mortgage Connection, Inc. | |||||||||
Acquisitions and Dispositions | |||||||||
Cash consideration | $ 8,000 | ||||||||
Purchase Price Allocation | |||||||||
Non-compete agreement | 2,500 | ||||||||
Goodwill | 11,800 | ||||||||
Total purchase price | 14,300 | ||||||||
Contingent consideration liability | $ 6,300 | ||||||||
RE/MAX of Alaska, Inc. | |||||||||
Acquisitions and Dispositions | |||||||||
Cash consideration | $ 1,500 | ||||||||
Purchase Price Allocation | |||||||||
Franchise agreements | 529 | ||||||||
Goodwill | 971 | ||||||||
Total purchase price | $ 1,500 | ||||||||
Re/Max of New York, Inc. | |||||||||
Acquisitions and Dispositions | |||||||||
Cash consideration | $ 8,500 | ||||||||
Purchase Price Allocation | |||||||||
Cash and cash equivalents | 131 | ||||||||
Franchise agreements | 5,000 | ||||||||
Other assets | 340 | ||||||||
Goodwill | 3,029 | ||||||||
Total purchase price | $ 8,500 | ||||||||
RE Max Of Northern Illinois RE Max Regional Services RE Max Of New Jersey Full House RE Max Of Alaska RE Max Of New York [Member] | |||||||||
Purchase Price Allocation | |||||||||
Cash and cash equivalents | 466 | ||||||||
Franchise agreements | 89,429 | ||||||||
Non-compete agreement | 2,500 | ||||||||
Other assets | 340 | ||||||||
Goodwill | 63,020 | ||||||||
Other liabilities | (335) | ||||||||
Total purchase price | $ 155,420 |
Acquisitions and Dispositions54
Acquisitions and Dispositions - Dispositions (Details) $ in Thousands | Apr. 10, 2015item | Sep. 30, 2017USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)item |
Summary of dispositions | |||||||
Gain (loss) on sale or disposition of assets | $ (4,260) | $ 171 | $ 3,650 | ||||
RE/MAX Equity Group | |||||||
Summary of dispositions | |||||||
Number of brokerages having assets and liabilities sold | item | 12 | ||||||
RE/MAX 100 | |||||||
Summary of dispositions | |||||||
Number of brokerages having assets and liabilities sold | item | 6 | ||||||
Gain Loss On Sale Or Disposition Of Assets Net | RE/MAX Equity Group | |||||||
Summary of dispositions | |||||||
Gain (loss) on sale or disposition of assets | $ (500) | $ 2,800 | |||||
Gain Loss On Sale Or Disposition Of Assets Net | RE/MAX 100 | |||||||
Summary of dispositions | |||||||
Gain (loss) on sale or disposition of assets | $ 600 |
Property and Equipment - Proper
Property and Equipment - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 15,231 | $ 14,887 | |
Less accumulated depreciation | (12,326) | (12,196) | |
Property and equipment, net | 2,905 | 2,691 | |
Depreciation expense | 900 | 900 | $ 1,000 |
Leasehold Improvements | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 3,227 | 3,063 | |
Office furniture, fixtures and equipment | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 12,004 | $ 11,824 | |
Office furniture, fixtures and equipment | Minimum | |||
Property Plant And Equipment [Line Items] | |||
Depreciable life | 1 year | ||
Office furniture, fixtures and equipment | Maximum | |||
Property Plant And Equipment [Line Items] | |||
Depreciable life | 10 years |
Intangible Assets and Goodwil56
Intangible Assets and Goodwill - Components of Company's Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite Lived Intangible Assets [Line Items] | |||
Net Balance | $ 119,349 | $ 109,140 | |
Amortization expense | 19,600 | 15,200 | $ 14,100 |
Reduction in depreciation and amortization | 800 | ||
Franchise agreements | |||
Finite Lived Intangible Assets [Line Items] | |||
Initial Cost | 181,567 | 224,167 | |
Accumulated Amortization | (62,218) | (115,027) | |
Net Balance | $ 119,349 | 109,140 | |
Franchise agreements | Weighted Average | |||
Finite Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 12 years 6 months | ||
Other Intangible Assets | |||
Finite Lived Intangible Assets [Line Items] | |||
Initial Cost | $ 17,801 | 18,809 | |
Accumulated Amortization | (9,325) | (8,998) | |
Net Balance | $ 8,476 | 9,811 | |
Other Intangible Assets | Weighted Average | |||
Finite Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 6 years 4 months 24 days | ||
Software and Software Development Costs | |||
Finite Lived Intangible Assets [Line Items] | |||
Software development costs, not yet completed | $ 600 | 400 | |
Trademarks | |||
Finite Lived Intangible Assets [Line Items] | |||
Initial Cost | 1,539 | 3,102 | |
Accumulated Amortization | (902) | (1,782) | |
Net Balance | $ 637 | 1,320 | |
Trademarks | Weighted Average | |||
Finite Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 10 years 2 months 12 days | ||
Software Development | |||
Finite Lived Intangible Assets [Line Items] | |||
Initial Cost | $ 13,762 | 13,207 | |
Accumulated Amortization | (8,111) | (7,154) | |
Net Balance | $ 5,651 | 6,053 | |
Software Development | Weighted Average | |||
Finite Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 4 years 7 months 6 days | ||
Non-compete | |||
Finite Lived Intangible Assets [Line Items] | |||
Initial Cost | $ 2,500 | 2,500 | |
Accumulated Amortization | (312) | (62) | |
Net Balance | $ 2,188 | $ 2,438 | |
Non-compete | Weighted Average | |||
Finite Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 10 years |
Intangible Assets and Goodwil57
Intangible Assets and Goodwill - Estimated Future Amortization of Intangible Assets, Other Than Goodwill (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Finite Lived Intangible Assets Future Amortization Expense Current And Five Succeeding Fiscal Years [Abstract] | |
2,018 | $ 17,614 |
2,019 | 17,482 |
2,020 | 17,288 |
2,021 | 16,775 |
2,022 | 14,511 |
Estimated future amortization expense over next five years | $ 83,670 |
Intangible Assets and Goodwil58
Intangible Assets and Goodwill - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Changes to goodwill | ||
Beginning Balance | $ 126,633 | $ 71,871 |
Goodwill recognized related to acquisitions | 12,220 | 54,665 |
Adjustments to acquisition accounting during the measurement period | (3,865) | |
Effect of changes in foreign currency exchange rates | 225 | 97 |
Ending Balance | $ 135,213 | $ 126,633 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Liabilities [Line Items] | ||
Accrued payroll and related employee costs | $ 3,874 | $ 7,035 |
Accrued taxes | 1,635 | 1,554 |
Accrued professional fees | 2,339 | 1,382 |
Other | 7,542 | 3,297 |
Accrued liabilities | 15,390 | $ 13,268 |
Tails Inc. | ||
Accrued Liabilities [Line Items] | ||
Other | $ 4,500 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Senior Secured Credit Facility | $ 232,063 | $ 234,412 |
Less unamortized debt issuance costs | (1,780) | (2,076) |
Less unamortized debt discount | (1,297) | (1,516) |
Less current portion | (2,350) | (2,350) |
Debt, net of current portion | $ 226,636 | $ 228,470 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt | ||
2,018 | $ 2,350 | |
2,019 | 2,350 | |
2,020 | 2,350 | |
2,021 | 2,350 | |
2,022 | 2,350 | |
Thereafter | 220,313 | |
Senior Secured Credit Facility | $ 232,063 | $ 234,412 |
Debt - Additional Information (
Debt - Additional Information (Details) $ in Thousands | Nov. 22, 2016USD ($) | Mar. 11, 2015 | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 15, 2016USD ($) | Jul. 31, 2013USD ($) |
Debt Instrument [Line Items] | |||||||
Unamortized debt discount | $ 1,297 | $ 1,516 | |||||
Loss on early extinguishment of debt | 796 | $ 94 | |||||
Excess cash flow payment | 12,700 | 7,300 | |||||
Borrowings drawn during the period | $ 0 | $ 0 | |||||
London Interbank Offered Rate (LIBOR) | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.75% | ||||||
2013 Senior Secured Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Excess cash flow repayment (as a percent) | 50.00% | ||||||
Leverage ratio under debt covenant | 2.50 | ||||||
2013 Senior Secured Credit Facility First amendment | London Interbank Offered Rate (LIBOR) | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Increase to the maximum applicable margin | 0.25% | ||||||
2013 Senior Secured Credit Facility Second amendment | |||||||
Debt Instrument [Line Items] | |||||||
Increase in borrowing capacity | $ 20,000 | ||||||
2016 Senior Secured Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs incurred | $ 3,500 | ||||||
Debt Instrument, expense incurred | 2,100 | ||||||
Excess cash flow repayment (as a percent) | 50.00% | ||||||
Leverage ratio under debt covenant | 3.25 | ||||||
Percentage of proceeds of additional debt incurred not permitted by credit facility required to repay term loans | 100.00% | ||||||
Percentage of proceeds of assets sales required to repay term loans and reduce revolving commitments | 100.00% | ||||||
Percentage of amounts recovered under insurance policies required to repay term loans and reduce revolving commitments | 100.00% | ||||||
First periodic payment from current period | 12 months | ||||||
Mandatory principal payments | $ 600 | ||||||
Additional mandatory prepayment if total leverage ratio is not achieved | 0 | ||||||
Additional mandatory commitment reduction if total leverage ratio is not achieved | $ 0 | ||||||
2016 Senior Secured Credit Facility | Maximum | |||||||
Debt Instrument [Line Items] | |||||||
Leverage ratio under debt covenant | 2.75 | ||||||
2016 Senior Secured Credit Facility | Federal Reserve Bank of New York | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
2016 Senior Secured Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.75% | ||||||
2016 Senior Secured Credit Facility | Base Rate | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.75% | ||||||
2016 Senior Secured Credit Facility | Eurodollar | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 2.75% | ||||||
Debt Net Of Current Portion | 2016 Senior Secured Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs incurred | 1,400 | ||||||
2013 Senior Secured Credit Facility | 2013 Senior Secured Credit Facility First amendment | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs incurred | 1,100 | ||||||
Unamortized debt discount | 600 | ||||||
Debt Instrument, expense incurred | 500 | ||||||
Loss on early extinguishment of debt | $ 100 | $ 100 | |||||
Term loan | 2013 Senior Secured Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, borrowing capacity | $ 230,000 | ||||||
Term loan | 2016 Senior Secured Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Notes Payable to Bank | $ 235,000 | ||||||
Term loans outstanding, net of unamortized discount and issuance costs | $ 229,000 | ||||||
Revolving loan facility | |||||||
Debt Instrument [Line Items] | |||||||
Revolving loan facility commitment fee on average daily amount of unused portion | 0.50% | ||||||
Amounts drawn on line of credit | $ 0 | ||||||
Revolving loan facility | 2013 Senior Secured Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, borrowing capacity | $ 10,000 | ||||||
Revolving loan facility | 2013 Senior Secured Credit Facility Second amendment | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, borrowing capacity | $ 30,000 | ||||||
Revolving loan facility | 2016 Senior Secured Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility, borrowing capacity | $ 10,000 | ||||||
Borrowings drawn during the period | $ 0 | ||||||
ABR loans | 2016 Senior Secured Credit Facility | Eurodollar | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.00% |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Full House Mortgage Connection, Inc. - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 12, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration liability | $ 6,300 | ||
Percentage of gross revenues to be paid yearly | 8.00% | ||
Measured on a recurring basis | Contingent consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration liability | $ 6,580 | $ 6,400 | |
Level 3 | Measured on a recurring basis | Contingent consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration liability | $ 6,580 | $ 6,400 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Assets and Liabilities Measured Using Significant Unboservable Inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value adjustment | $ (180) | $ (100) |
Full House Mortgage Connection, Inc. | Measured on a recurring basis | Contingent consideration | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance at Beginning | 6,400 | |
Full House Acquisition | 6,300 | |
Fair value adjustment | 180 | 100 |
Balance at Ending | $ 6,580 | $ 6,400 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Senior Secured Credit Facility (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Transfer of asset fair value Level 1 to 2 | $ 0 | |
Transfer of liability fair value Level 1 to 2 | 0 | |
Transfer of asset fair value Level 2 to 1 | 0 | |
Transfer of liability fair value Level 2 to 1 | 0 | |
Transfers of assets or liabilities between the fair value measurement levels 3 | 0 | |
Carrying amounts | 2016 Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Long term debt, carrying amount | 228,986,000 | $ 230,820,000 |
Level 2 | Estimated fair value | 2016 Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Long term debt, fair value | $ 232,933,000 | $ 233,240,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes | |||||||||||
Domestic | $ 78,812 | $ 51,194 | $ 51,552 | ||||||||
Foreign | 11,943 | 11,305 | 11,253 | ||||||||
Income before provision for income taxes | $ 46,627 | $ 10,628 | $ 20,399 | $ 13,101 | $ 11,494 | $ 18,938 | $ 18,413 | $ 13,654 | $ 90,755 | $ 62,499 | $ 62,805 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current | |||||||||||
Federal | $ 3,568 | $ 8,002 | $ 5,451 | ||||||||
Foreign | 4,345 | 2,855 | 3,019 | ||||||||
State and local | 1,169 | 943 | 1,029 | ||||||||
Total current expense | 9,082 | 11,800 | 9,499 | ||||||||
Deferred expense | |||||||||||
Federal | 45,934 | 3,222 | 2,333 | ||||||||
Foreign | (9) | 13 | 25 | ||||||||
State and local | 569 | 238 | 173 | ||||||||
Total deferred expense | 46,494 | 3,473 | 2,531 | ||||||||
Provision for income tax expense | $ 44,693 | $ 3,091 | $ 4,762 | $ 3,030 | $ 3,097 | $ 4,632 | $ 4,285 | $ 3,259 | $ 55,576 | $ 15,273 | $ 12,030 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of U.S. Statutory Income Tax Rate to Company's Effective Tax Rate (Details) - USD ($) $ in Millions | Jan. 01, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
U.S. statutory tax rate | 35.00% | 35.00% | 35.00% | |
Increase due to state and local taxes, net of federal benefit | 2.60% | 2.60% | 2.60% | |
Effect of permanent differences | (0.10%) | (0.20%) | 1.20% | |
Income attributable to non-controlling interests | (12.50%) | (14.10%) | (19.70%) | |
Other | 0.20% | 1.10% | 0.10% | |
Subtotal | 25.20% | 24.40% | 19.20% | |
Impact of reduction in TRA liability on non-controlling interests | 4.50% | |||
Effect of permanent difference – reduction in TRA liability | (13.60%) | |||
Tax Cuts and Jobs Act rate change | 45.10% | |||
Effective tax rate | 61.20% | 24.40% | 19.20% | |
Income tax expense benefit | $ 40.9 | |||
Benefit as a result of reduction in TRA Liability | 32.7 | |||
Net effect on net income | 8.2 | |||
Income taxes receivables | $ 0.7 | |||
Income taxes payable | $ 0.4 | |||
Forecast | ||||
U.S. statutory tax rate | 21.00% |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Long-term deferred tax assets | ||
Goodwill, other intangibles and other assets and liabilities | $ 52,385 | $ 90,686 |
Imputed interest deduction pursuant to tax receivable agreements | 3,052 | 8,483 |
Rent liabilities | 1,878 | 2,037 |
Compensation and benefits | 526 | 1,606 |
Allowance for doubtful accounts | 687 | 979 |
Motto contingent liability | 929 | 1,405 |
Deferred revenue | 171 | |
Other | 393 | 855 |
Total long term deferred tax assets US and Canada | 60,021 | 106,051 |
Long-term deferred tax liabilities | ||
Property and equipment and other long-lived assets | (1,021) | (414) |
Net long-term deferred tax assets | 59,000 | 105,637 |
Total long-term deferred tax liabilities | (1,021) | (414) |
Total deferred tax assets and liabilities | $ 59,000 | $ 105,637 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Minimum | |
Minority Interest [Line Items] | |
Income tax examination, period | 3 years |
Maximum | |
Minority Interest [Line Items] | |
Income tax examination, period | 4 years |
Equity-Based Compensation - (De
Equity-Based Compensation - (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee stock-based compensation expense | |||
Equity-based compensation expense | $ 2,900 | $ 2,330 | $ 1,453 |
Restricted Stock Units | |||
Vesting Period | 3 years | ||
Proceeds from exercise of stock options | 101 | 2,248 | |
Aggregate Intrinsic Value, Options Outstanding | $ 0 | 900 | 19,200 |
Options, Exercised | 0 | ||
Options exercised | 0 | ||
2013 Stock Incentive Plan | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of shares authorized | 3,576,466 | ||
Employee stock-based compensation expense | |||
Equity-based compensation expense | $ 2,900 | 2,330 | 1,453 |
Tax benefit from share-based compensation | (637) | (511) | (231) |
Excess tax benefit from share-based compensation | (324) | (261) | (2,770) |
Net compensation cost | $ 1,939 | $ 1,558 | $ (1,548) |
Time-based Restricted Stock Units | |||
Restricted Stock Units | |||
Nonvested at beginning of period | 127,011 | ||
Granted | 43,450 | ||
Shares vested (including tax withholding) | (58,426) | ||
Forfeited | (6,173) | ||
Nonvested at end of period | 105,862 | 127,011 | |
Nonvested at beginning of period, Weighted average grant date fair value per share | $ 33 | ||
Granted, Weighted average grant date fair value per share | 55.45 | $ 33.24 | $ 32.45 |
Shares vested (including tax withholding), Weighted average grant date fair value per share | 33.03 | ||
Forfeited, Weighted average grant date fair value per share | 41.94 | ||
Nonvested at end of period, Weighted average grant date fair value per share | $ 41.67 | $ 33 | |
Unrecognized compensation cost | $ 2,200 | ||
Period for recognition of RSU compensation expense | 1 year 6 months 7 days | ||
Time-based Restricted Stock Units | 2013 Stock Incentive Plan | |||
Employee stock-based compensation expense | |||
Equity-based compensation expense | $ 2,523 | $ 2,330 | $ 1,453 |
Time-based Restricted Stock Units | Directors | |||
Restricted Stock Units | |||
Vesting Period | 1 year | ||
Time-based Restricted Stock Units | Employees | |||
Restricted Stock Units | |||
Vesting Period | 3 years | ||
Performance-based Restricted Stock Units | |||
Restricted Stock Units | |||
Granted | 33,961 | ||
Forfeited | (2,130) | ||
Nonvested at end of period | 31,831 | ||
Granted, Weighted average grant date fair value per share | $ 57.88 | ||
Forfeited, Weighted average grant date fair value per share | 57.88 | ||
Nonvested at end of period, Weighted average grant date fair value per share | $ 57.88 | ||
Period of performance measurement | 3 years | ||
Unrecognized compensation cost | $ 900 | ||
Period for recognition of RSU compensation expense | 2 years | ||
Performance-based Restricted Stock Units | Minimum | |||
Restricted Stock Units | |||
Shares issued upon participants target award | 0.00% | ||
Performance-based Restricted Stock Units | Maximum | |||
Restricted Stock Units | |||
Shares issued upon participants target award | 150.00% | ||
Performance-based Restricted Stock Units | 2013 Stock Incentive Plan | |||
Employee stock-based compensation expense | |||
Equity-based compensation expense | $ 377 | ||
Restricted Stock Units (RSUs) | |||
Restricted Stock Units | |||
Additional shares available to grant under plan (in shares) | 2,400,857 |
Leadership Changes and Restruct
Leadership Changes and Restructuring Activities (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Equity-based compensation expense | $ 2,900 | $ 2,330 | $ 1,453 | |
Selling, General and Administrative Expenses [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Severance and other related expenses | $ 0 | 1,100 | $ 1,100 | |
Retirement Agreement | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Severance period | 24 months | |||
Separation And Transition Agreement Or Retirement Agreement [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Severance and other related expenses | 1,055 | |||
Equity-based compensation expense | 331 | |||
Former Chief Financial Officer and Chief Operating Officer | Separation And Transition Agreement | Selling, General and Administrative Expenses [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Severance and other related expenses | 1,000 | |||
Equity-based compensation expense | $ 300 | |||
Former President | Retirement Agreement | Selling, General and Administrative Expenses [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Severance and other related expenses | $ 900 | |||
Equity-based compensation expense | $ 200 | |||
Former Chief Executive Officer | Selling, General and Administrative Expenses [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Severance and other related expenses | $ 3,600 | |||
Equity-based compensation expense | $ 1,000 | |||
Former Chief Executive Officer | Separation Agreement | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||||
Severance period | 36 months |
Leadership Changes and Restru73
Leadership Changes and Restructuring Activities - Rollforward of Estimated Fair Value Liability Established for Total Severance and Other Related Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | |||
Non-cash adjustment | $ (2,900) | $ (2,330) | $ (1,453) |
Separation And Transition Agreement Or Retirement Agreement [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Balance, January 1 | 964 | 1,973 | |
Severance and other related expenses | 1,055 | ||
Accretion | 19 | 59 | |
Cash payments | $ (983) | (1,792) | |
Non-cash adjustment | (331) | ||
Ending Balance | $ 964 | $ 1,973 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases Future Minimum Payments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies. | |
2,018 | $ 8,669 |
2,019 | 8,783 |
2,020 | 9,039 |
2,021 | 8,868 |
2,022 | 8,757 |
Thereafter | 50,695 |
Total Rent Payments | 94,811 |
2,018 | (847) |
2,019 | (1,087) |
2,020 | (873) |
2,021 | (775) |
2,022 | (804) |
Thereafter | (2,209) |
Total Sublease receipts | (6,595) |
2,018 | 7,822 |
2,019 | 7,696 |
2,020 | 8,166 |
2,021 | 8,093 |
2,022 | 7,953 |
Thereafter | 48,486 |
Total Cash Outflows | $ 88,216 |
Commitments and Contingencies75
Commitments and Contingencies - Contingencies (Details) $ in Thousands | Feb. 28, 2018USD ($) | Sep. 12, 2016USD ($) | Oct. 07, 2013USD ($) | Apr. 30, 2010item | Dec. 31, 2017USD ($)lease | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2013USD ($) |
Loss Contingencies [Line Items] | ||||||||
Rent expense, excluding amounts related to gain or loss on sublease | $ 7,800 | $ 7,500 | $ 10,600 | |||||
Operating sublease income | 1,000 | 1,100 | $ 1,200 | |||||
Loss recorded related to subleased office space | $ 1,200 | |||||||
Gain recognized on amendment of sublease agreement | $ 300 | |||||||
Number of leases assigned to purchasers | lease | 21 | |||||||
Self insurance program liability | $ 400 | 300 | ||||||
Payment of legal settlement | $ 4,500 | |||||||
Assignment and Assumption of Lease Agreements | ||||||||
Loss Contingencies [Line Items] | ||||||||
Outstanding lease guarantees | 3,700 | |||||||
Master Lease | ||||||||
Loss Contingencies [Line Items] | ||||||||
Lease initial term | 18 years | |||||||
Number of renewal periods | item | 2 | |||||||
Renewal of lease period | 10 years | |||||||
Annual rent escalation in initial lease period and in first renewal period | 3.00% | |||||||
Gain (Loss) on Sublease | (3,604) | |||||||
Master Lease | May 2017 | ||||||||
Loss Contingencies [Line Items] | ||||||||
Gain (Loss) on Sublease | (173) | |||||||
Master Lease | August 2017 | ||||||||
Loss Contingencies [Line Items] | ||||||||
Gain (Loss) on Sublease | (3,725) | |||||||
Master Lease | September 2017 | ||||||||
Loss Contingencies [Line Items] | ||||||||
Gain (Loss) on Sublease | 294 | |||||||
Second Optional Renewal Period | ||||||||
Loss Contingencies [Line Items] | ||||||||
Percentage of increase in rent each year | 3.00% | |||||||
Tails Inc. | ||||||||
Loss Contingencies [Line Items] | ||||||||
Cash consideration | $ 20,200 | |||||||
Full House Mortgage Connection, Inc. | ||||||||
Loss Contingencies [Line Items] | ||||||||
Contingent consideration liability | $ 6,300 | |||||||
Cash consideration | $ 8,000 | |||||||
Accrued liabilities | Full House Mortgage Connection, Inc. | ||||||||
Loss Contingencies [Line Items] | ||||||||
Short-term portion of liability | 300 | |||||||
Other liabilities | ||||||||
Loss Contingencies [Line Items] | ||||||||
Long-term portion of liability | 3,900 | $ 800 | ||||||
Other liabilities | Full House Mortgage Connection, Inc. | ||||||||
Loss Contingencies [Line Items] | ||||||||
Long-term portion of liability | $ 6,300 |
Commitments and Contingencies76
Commitments and Contingencies - Litigation (Details) - USD ($) $ in Millions | Feb. 28, 2018 | Feb. 27, 2018 | Feb. 13, 2018 | Oct. 07, 2013 |
Loss Contingencies [Line Items] | ||||
Payment of legal settlement | $ 4.5 | |||
Amount of reimbursement of attorneys fees and portion of settlement. | $ 1.9 | |||
Tails Inc. | ||||
Loss Contingencies [Line Items] | ||||
Cash consideration | $ 20.2 | |||
Selling, General and Administrative Expenses [Member] | ||||
Loss Contingencies [Line Items] | ||||
Charges on settlement | $ 2.6 |
Defined-Contribution Savings 77
Defined-Contribution Savings Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined-Contribution Savings Plan | |||
Matching contribution Expenses | $ 1.5 | $ 1.4 | $ 1.3 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related party balances and activity | |||
Expenses recorded for benefits provided by related party | $ 500 | $ 500 | $ 400 |
Accounts payable to affiliates | 100 | 100 | |
Services rendered and rent for office space provided | |||
Related party balances and activity | |||
Amounts allocated for services rendered and rent for office space | $ 3,400 | 2,000 | $ 1,700 |
Affiliated Entity | Services rendered and rent for office space provided | |||
Related party balances and activity | |||
General payment period | 30 days | ||
Accounts receivable from affiliates | $ 0 | $ 0 |
Quarterly Financial Informati79
Quarterly Financial Information - Schedule of Quarterly Financial Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 01, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Quarterly Financial Information [Line Items] | ||||||||||||
Total revenue | $ 49,504 | $ 49,377 | $ 48,819 | $ 48,229 | $ 44,422 | $ 45,559 | $ 43,404 | $ 42,917 | $ 195,929 | $ 176,302 | $ 176,868 | |
Total operating expenses | 336 | 36,569 | 26,022 | 32,777 | 30,052 | 24,417 | 22,955 | 27,061 | 95,704 | 104,485 | 103,288 | |
Operating income | 49,168 | 12,808 | 22,797 | 15,452 | 14,370 | 21,142 | 20,449 | 15,856 | 100,225 | 71,817 | 73,580 | |
Total other expenses, net | (2,541) | (2,180) | (2,398) | (2,351) | (2,876) | (2,204) | (2,036) | (2,202) | (9,470) | (9,318) | (10,775) | |
Income before provision for income taxes | 46,627 | 10,628 | 20,399 | 13,101 | 11,494 | 18,938 | 18,413 | 13,654 | 90,755 | 62,499 | 62,805 | |
Provision for income taxes | (44,693) | (3,091) | (4,762) | (3,030) | (3,097) | (4,632) | (4,285) | (3,259) | (55,576) | (15,273) | (12,030) | |
Net income | 1,934 | 7,537 | 15,637 | 10,071 | 8,397 | 14,306 | 14,128 | 10,395 | 35,179 | 47,226 | 50,775 | |
Less: net income attributable to non-controlling interest (note 3) | 5,395 | 3,702 | 8,108 | 5,159 | 4,540 | 7,520 | 7,314 | 5,456 | 22,364 | 24,830 | 34,363 | |
Net income attributable to RE/MAX Holdings, Inc. | $ (3,461) | $ 3,835 | $ 7,529 | $ 4,912 | $ 3,857 | $ 6,786 | $ 6,814 | $ 4,939 | $ 12,815 | $ 22,396 | $ 16,412 | |
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock | ||||||||||||
Basic | $ (0.20) | $ 0.22 | $ 0.43 | $ 0.28 | $ 0.22 | $ 0.38 | $ 0.39 | $ 0.28 | $ 0.72 | $ 1.27 | $ 1.30 | |
Diluted | $ (0.20) | $ 0.22 | $ 0.42 | $ 0.28 | $ 0.22 | $ 0.38 | $ 0.39 | $ 0.28 | $ 0.72 | $ 1.27 | $ 1.28 | |
Weighted average shares of Class A common stock outstanding | ||||||||||||
Basic | 17,696,991 | 17,696,991 | 17,696,842 | 17,662,842 | 17,647,930 | 17,645,696 | 17,636,590 | 17,584,351 | 17,688,533 | 17,628,741 | 12,671,051 | |
Diluted | 17,747,744 | 17,737,786 | 17,723,802 | 17,716,013 | 17,706,070 | 17,691,641 | 17,668,995 | 17,638,667 | 17,731,800 | 17,677,768 | 12,829,214 | |
U.S. statutory tax rate | 35.00% | 35.00% | 35.00% | |||||||||
Forecast | ||||||||||||
Weighted average shares of Class A common stock outstanding | ||||||||||||
U.S. statutory tax rate | 21.00% | |||||||||||
Common Class A | ||||||||||||
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock | ||||||||||||
Basic | $ 0.72 | $ 1.27 | $ 1.30 | |||||||||
Diluted | $ 0.72 | $ 1.27 | $ 1.28 | |||||||||
Weighted average shares of Class A common stock outstanding | ||||||||||||
Basic | 17,688,533 | 17,628,741 | 12,671,051 | |||||||||
Diluted | 17,731,800 | 17,677,768 | 12,829,214 |
Immaterial Corrections to Prior
Immaterial Corrections to Prior Period Financial Statements (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||||||||||||
Increase in selling, operating and administrative expenses | $ 107,268,000 | $ 88,213,000 | $ 91,561,000 | |||||||||
Decrease in net income | $ (1,934,000) | $ (7,537,000) | $ (15,637,000) | $ (10,071,000) | $ (8,397,000) | $ (14,306,000) | $ (14,128,000) | $ (10,395,000) | (35,179,000) | (47,226,000) | (50,775,000) | |
Increase in additional paid-in capital | 451,199,000 | 448,713,000 | 451,199,000 | 448,713,000 | ||||||||
Decrease in retained earnings | (16,027,000) | (16,005,000) | (16,027,000) | (16,005,000) | ||||||||
Decrease in non controlling interest | $ 398,348,000 | 403,983,000 | $ 398,348,000 | 403,983,000 | ||||||||
Revision Of Selling Operating And Administrative Expense [Member] | Restatement Adjustment [Member] | ||||||||||||
Quantifying Misstatement in Current Year Financial Statements [Line Items] | ||||||||||||
Increase in selling, operating and administrative expenses | 584,000 | 575,000 | ||||||||||
Decrease in net income | 584,000 | $ 575,000 | ||||||||||
Increase in additional paid-in capital | 1,712,000 | 1,712,000 | ||||||||||
Decrease in retained earnings | 803,000 | 803,000 | ||||||||||
Decrease in non controlling interest | $ 909,000 | $ 909,000 | ||||||||||
Adjustment to consolidated balance sheet | $ 553,000 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) $ in Millions | Feb. 26, 2018 | Feb. 09, 2018 |
Booj | ||
Subsequent events | ||
Cash consideration | $ 26.3 | |
Former President | ||
Subsequent events | ||
Accrued cost under Separation Agreement | $ 1.9 | |
The period for payment of costs incurred under the Separation Agreement | 39 months | |
Maximum | Booj | ||
Subsequent events | ||
Equity-based compensation | $ 10 |