Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Jan. 31, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Entity File Number | 001-36101 | ||
Entity Registrant Name | RE/MAX Holdings, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 80-0937145 | ||
Entity Address Line One | 5075 South Syracuse Street | ||
Entity Address City or Town | Denver | ||
Entity Address State or Province | CO | ||
Entity Address Postal Zip Code | 80237 | ||
City Area Code | 303 | ||
Local Phone Number | 770-5531 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | ||
Trading Symbol | RMAX | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Auditor Name | KPMG LLP | ||
Auditor Firm ID | 185 | ||
Auditor Location | Denver, Colorado | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0001581091 | ||
Amendment Flag | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Public Float | $ 611.5 | ||
Common Class A | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 18,898,703 | ||
Common Class B | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 126,270 | $ 101,355 |
Restricted cash | 32,129 | 19,872 |
Accounts and notes receivable, current portion, net of allowances | 34,611 | 29,985 |
Income taxes receivable | 1,754 | 1,222 |
Other current assets | 16,010 | 13,938 |
Total current assets | 210,774 | 166,372 |
Property and equipment, net of accumulated depreciation | 12,686 | 7,872 |
Operating lease right of use assets | 36,523 | 38,878 |
Franchise agreements, net | 143,832 | 69,802 |
Other intangible assets, net | 32,530 | 29,969 |
Goodwill | 269,115 | 165,358 |
Deferred tax assets, net | 51,314 | 50,702 |
Income taxes receivable, net of current portion | 1,803 | 1,980 |
Other assets, net of current portion | 17,556 | 15,435 |
Total assets | 776,133 | 546,368 |
Current liabilities: | ||
Accounts payable | 5,189 | 2,108 |
Accrued liabilities | 96,768 | 68,571 |
Income taxes payable | 2,546 | 9,579 |
Deferred revenue | 27,178 | 25,282 |
Current portion of debt | 4,600 | 2,428 |
Current portion of payable pursuant to tax receivable agreements | 3,610 | 3,590 |
Operating lease liabilities | 6,328 | 5,687 |
Total current liabilities | 146,219 | 117,245 |
Debt, net of current portion | 447,459 | 221,137 |
Payable pursuant to tax receivable agreements, net of current portion | 26,893 | 29,974 |
Deferred tax liabilities, net | 14,699 | 490 |
Deferred revenue, net of current portion | 18,929 | 19,864 |
Operating lease liabilities, net of current portion | 45,948 | 50,279 |
Other liabilities, net of current portion | 6,919 | 5,722 |
Total liabilities | 707,066 | 444,711 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Additional paid-in capital | 515,443 | 491,422 |
Retained earnings (accumulated deficit) | (7,821) | 25,628 |
Accumulated other comprehensive income, net of tax | 650 | 612 |
Total stockholders' equity attributable to RE/MAX Holdings, Inc. | 508,274 | 517,664 |
Non-controlling interest | (439,207) | (416,007) |
Total stockholders' equity | 69,067 | 101,657 |
Total liabilities and stockholders' equity | 776,133 | 546,368 |
Common Class A | ||
Stockholders' equity: | ||
Common stock | $ 2 | $ 2 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Common Class A | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 18,806,194 | 18,390,691 |
Common stock, shares outstanding | 18,806,194 | 18,390,691 |
Common Class B | ||
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 (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue: | |||
Total revenue | $ 329,701 | $ 266,001 | $ 282,293 |
Operating expenses: | |||
Selling, operating and administrative expenses | 179,873 | 128,998 | 119,232 |
Marketing Funds expenses | 82,391 | 64,402 | 72,299 |
Depreciation and amortization | 31,333 | 26,106 | 21,792 |
Settlement and impairment charges | 46,035 | 7,902 | |
Total operating expenses | 339,632 | 227,408 | 213,323 |
Operating income (loss) | (9,931) | 38,593 | 68,970 |
Other expenses, net: | |||
Interest expense | (11,344) | (9,223) | (12,229) |
Interest income | 217 | 340 | 1,446 |
Foreign currency transaction gains (losses) | (839) | (2) | 109 |
Loss on early extinguishment of debt | (264) | ||
Total other expenses, net | (12,230) | (8,885) | (10,674) |
Income (loss) before provision for income taxes | (22,161) | 29,708 | 58,296 |
Provision for income taxes | (2,459) | (9,162) | (10,982) |
Net income (loss) | (24,620) | 20,546 | 47,314 |
Less: net income (loss) attributable to non-controlling interest | (9,004) | 9,296 | 22,034 |
Net income (loss) attributable to RE/MAX Holdings, Inc. | $ (15,616) | $ 11,250 | $ 25,280 |
Common Class A | |||
Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock | |||
Basic | $ (0.84) | $ 0.62 | $ 1.42 |
Diluted | $ (0.84) | $ 0.61 | $ 1.41 |
Weighted average shares of Class A common stock outstanding | |||
Basic | 18,690,442 | 18,170,348 | 17,812,065 |
Diluted | 18,690,442 | 18,324,246 | 17,867,752 |
Cash dividends declared per share of Class A common stock | $ 0.92 | $ 0.88 | $ 0.84 |
Continuing franchise fees | |||
Revenue: | |||
Total revenue | $ 118,504 | $ 90,217 | $ 99,928 |
Annual Dues | |||
Revenue: | |||
Total revenue | 35,549 | 35,075 | 35,409 |
Broker fees | |||
Revenue: | |||
Total revenue | 65,456 | 50,028 | 45,990 |
Marketing Funds fees | |||
Revenue: | |||
Total revenue | 82,391 | 64,402 | 72,299 |
Franchise sales and other revenue | |||
Revenue: | |||
Total revenue | $ 27,801 | $ 26,279 | $ 28,667 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidated Statements of Comprehensive Income (Loss) | |||
Net income (loss) | $ (24,620) | $ 20,546 | $ 47,314 |
Change in cumulative translation adjustment | 48 | 216 | 166 |
Other comprehensive income (loss), net of tax | 48 | 216 | 166 |
Comprehensive income (loss) | (24,572) | 20,762 | 47,480 |
Less: comprehensive income (loss) attributable to non-controlling interest | (8,994) | 9,314 | 22,114 |
Comprehensive income (loss) attributable to RE/MAX Holdings, Inc., net of tax | $ (15,578) | $ 11,448 | $ 25,366 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Class ACommon Stock | Common Class A | Common Class BCommon Stock | Common Class B | Additional paid-in capital | Retained earnings (accumulated deficit) | Accumulated other comprehensive income | Non-controlling interest | Total |
Beginning balance, Value at Dec. 31, 2018 | $ 2 | $ 460,101 | $ 20,526 | $ 328 | $ (417,951) | $ 63,006 | |||
Beginning balance, Shares at Dec. 31, 2018 | 17,754,416 | 1 | |||||||
Net Income (loss) | 25,280 | 22,034 | 47,314 | ||||||
Distributions to non-controlling unitholders | (15,430) | (15,430) | |||||||
Equity-based compensation expense and dividend equivalents, Value | 7,375 | (104) | 7,271 | ||||||
Equity-based compensation expense and dividend equivalents, Shares | 106,390 | ||||||||
Dividends to Class A common stockholders | (14,970) | (14,970) | |||||||
Change in accumulated other comprehensive income | 86 | 80 | 166 | ||||||
Payroll taxes related to net settled restricted stock units, Value | (1,110) | (1,110) | |||||||
Payroll taxes related to net settled restricted stock units, Shares | (22,573) | ||||||||
Other | 579 | 579 | |||||||
Ending balance, Value at Dec. 31, 2019 | $ 2 | 466,945 | 30,732 | 414 | (411,267) | 86,826 | |||
Ending balance, Shares at Dec. 31, 2019 | 17,838,233 | 1 | |||||||
Net Income (loss) | 11,250 | 9,296 | 20,546 | ||||||
Distributions to non-controlling unitholders | (14,058) | (14,058) | |||||||
Equity-based compensation expense and dividend equivalents, Value | 18,108 | (310) | 17,798 | ||||||
Equity-based compensation expense and dividend equivalents, Shares | 394,701 | ||||||||
Dividends to Class A common stockholders | (16,044) | (16,044) | |||||||
Change in accumulated other comprehensive income | 198 | 18 | 216 | ||||||
Payroll taxes related to net settled restricted stock units, Value | (2,544) | (2,544) | |||||||
Payroll taxes related to net settled restricted stock units, Shares | (90,414) | ||||||||
Acquisitions, Value | 8,800 | 8,800 | |||||||
Acquisitions, Shares | 248,171 | ||||||||
Other | 113 | 4 | 117 | ||||||
Ending balance, Value at Dec. 31, 2020 | $ 2 | 491,422 | 25,628 | 612 | (416,007) | 101,657 | |||
Ending balance, Shares at Dec. 31, 2020 | 18,390,691 | 18,390,691 | 1 | 1 | |||||
Net Income (loss) | (15,616) | (9,004) | (24,620) | ||||||
Distributions to non-controlling unitholders | (14,206) | (14,206) | |||||||
Equity-based compensation expense and dividend equivalents, Value | 29,237 | (472) | 28,765 | ||||||
Equity-based compensation expense and dividend equivalents, Shares | 547,398 | ||||||||
Dividends to Class A common stockholders | (17,361) | (17,361) | |||||||
Change in accumulated other comprehensive income | 38 | 10 | 48 | ||||||
Payroll taxes related to net settled restricted stock units, Value | (5,329) | (5,329) | |||||||
Payroll taxes related to net settled restricted stock units, Shares | (131,895) | ||||||||
Other | 113 | 113 | |||||||
Ending balance, Value at Dec. 31, 2021 | $ 2 | $ 515,443 | $ (7,821) | $ 650 | $ (439,207) | $ 69,067 | |||
Ending balance, Shares at Dec. 31, 2021 | 18,806,194 | 18,806,194 | 1 | 1 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (24,620) | $ 20,546 | $ 47,314 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 31,333 | 26,106 | 21,792 |
Impairment charge - leased assets | 7,902 | ||
Impairment charge - goodwill | 5,123 | 0 | 0 |
Bad debt expense | (1,345) | 2,903 | 4,964 |
Loss on early extinguishment of debt | 264 | ||
Equity-based compensation expense | 34,298 | 16,267 | 10,934 |
Deferred income tax expense (benefit) | (2,528) | 1,899 | 2,383 |
Fair value adjustments to contingent consideration | 309 | 814 | 241 |
Non-cash change in tax receivable agreements liability | 382 | ||
Non-cash lease expense (benefit) | (1,335) | (508) | |
Other, net | 522 | 1,051 | 1,252 |
Changes in operating assets and liabilities | |||
Accounts and notes receivable, current portion | 3,329 | (3,460) | (5,614) |
Other current and noncurrent assets | (2,090) | (10,665) | (6,084) |
Other current and noncurrent liabilities | 11,882 | 9,035 | 6,737 |
Payments pursuant to tax receivable agreements | (3,444) | (3,562) | (3,556) |
Income taxes receivable/payable | (9,775) | 2,109 | 178 |
Deferred revenue, current and noncurrent | 137 | 410 | (1,566) |
Net cash provided by operating activities | 42,442 | 70,847 | 78,975 |
Cash flows from investing activities: | |||
Purchases of property, equipment and capitalization of software | (15,239) | (6,903) | (13,226) |
Acquisitions, net of cash acquired of $14.1 million, $0.9 million and $0.1 million, respectively | (180,002) | (10,627) | (14,945) |
Restricted cash acquired | 28,495 | ||
Other | 319 | (1,200) | |
Net cash used in investing activities | (194,922) | (17,530) | (876) |
Cash flows from financing activities: | |||
Proceeds from the issuance of debt | 458,850 | ||
Payments on debt | (227,390) | (2,634) | (2,622) |
Capitalized debt amendment costs | (3,871) | ||
Distributions paid to non-controlling unitholders | (14,206) | (14,058) | (15,430) |
Dividends and dividend equivalents paid to Class A common stockholders | (17,833) | (16,354) | (15,074) |
Payments related to tax withholding for share-based compensation | (5,329) | (2,544) | (1,110) |
Payment of contingent consideration | (869) | (409) | (306) |
Net cash provided by (used in) financing activities | 189,352 | (35,999) | (34,542) |
Effect of exchange rate changes on cash | 300 | 308 | 70 |
Net increase in cash, cash equivalents and restricted cash | 37,172 | 17,626 | 43,627 |
Cash, cash equivalents and restricted cash, beginning of period | 121,227 | 103,601 | 59,974 |
Cash, cash equivalents and restricted cash, end of period | 158,399 | 121,227 | 103,601 |
Supplemental disclosures of cash flow information: | |||
Cash paid for interest | 10,794 | 8,663 | 11,690 |
Net cash paid for income taxes | $ 14,908 | 4,993 | $ 8,429 |
Schedule of non-cash investing activities: | |||
Class A shares issued as consideration for acquisitions | $ 8,800 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Consolidated Statements of Cash Flows | |||
Cash acquired | $ 14.1 | $ 0.9 | $ 0.1 |
Business and Organization
Business and Organization | 12 Months Ended |
Dec. 31, 2021 | |
Business and Organization | |
Business and Organization | 1. Business and Organization RE/MAX Holdings, Inc. (“Holdings”) completed an initial public offering (the “IPO”) of its shares of Class A common stock on October 7, 2013. Holdings’ only business is to act as the sole manager of RMCO, LLC (“RMCO”). As of December 31, 2021, Holdings owns 60.0% of the common membership units in RMCO, while RIHI, Inc. (“RIHI”) owns the remaining 40.0%. Holdings and its consolidated subsidiaries, including RMCO, are referred to hereinafter as the “Company.” The Company is one of the world’s leading franchisors 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”). The Company also sells ancillary products and services, primarily technology, to the RE/MAX and Motto franchise networks and in certain instances, commercializes those offerings outside those networks. The Company focuses on enabling its networks’ success by providing powerful technology, quality education, and valuable marketing to build the strength of the RE/MAX and Motto brands. RE/MAX was founded in 1973 and its strategy is to sell franchises and help those franchisees recruit and retain the best agents. The RE/MAX brand is built on the strength of the Company’s global franchise network and its unique economic model that helps to attract and retain the best-performing and most experienced agents by maximizing their opportunity to retain a larger portion of their commissions. On July 21, 2021, the Company acquired the operating companies of the North America regions of RE/MAX INTEGRA (“INTEGRA”), converting more than 19,000 agents in INTEGRA’s formerly Independent Regions into Company-Owned Regions. Motto, founded in 2016, has grown to over 185 offices across more than 35 states. The Motto franchise model offers U.S. real estate brokers, real estate professionals and other investors access to the mortgage brokerage business. Motto, is highly complementary to our RE/MAX real estate business and is designed to improve the profitability of real estate brokerages by providing Motto franchise owners with diversified revenue and income streams and with assistance with compliance with complex mortgage regulations. Motto franchisees offer potential homebuyers an opportunity to find both real estate agents and independent Motto loan originators at the same location or at offices near each other. RE/MAX and Motto are 100% franchised—the Company does not own any of the brokerages that operate under these brands. Holdings Capital Structure Holdings has two classes of common stock, Class A common stock and Class B common stock. 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 and Gail Liniger, the Company’s co-founders. Pursuant to the terms of the Company’s Certificate of Incorporation, Class B common stock is entitled to a number of votes on matters presented to Holdings’ stockholders equal to the number of RMCO common units that RIHI holds. Through its ownership of the Class B common stock, RIHI holds 40.0% of the voting power of the Company’s stock as of December 31, 2021. Mr. Liniger also owns Class A common stock with an additional 1.1% of the voting power of the Company’s stock as of December 31, 2021. Holders of shares of Class B common stock do not have preemptive, subscription, redemption or conversion rights. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements (“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 financial statements include the accounts of Holdings and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, the accompanying financial statements reflect all normal and recurring adjustments necessary to present fairly the Company’s financial position as of December 31, 2021 and 2020, the results of its operations and comprehensive income (loss), changes in its stockholders’ equity and its cash flows for the years ended December 31, 2021, 2020 and 2019. During 2021, the Company acquired the operating companies of INTEGRA. During 2020, the Company acquired Gadberry Group, LLC (“Gadberry”) and Wemlo, Inc. (“wemlo”). During 2019, the Company acquired First Leads, Inc. (“First”), and all of the regional and pan-regional advertising fund entities previously owned by its founder and Chairman of the Board of Directors, David Liniger. The results of operations, cash flows and financial position of these acquisitions are included in the financial statements from their respective dates of acquisition. See Note 6, Acquisitions, Use of Estimates The preparation of the accompanying 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 financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Segment Reporting The Company operates under the following segments: ● Real Estate – comprises the operations of the Company’s owned and independent global franchising operations under the RE/MAX brand and technology and data subscription revenue from the combination of RE/MAX data assets and Gadberry, which are now rebranded together as G73, and the First app, along with corporate-wide shared services expenses. ● Mortgage – comprises the operations of the Company’s mortgage brokerage franchising operations under the Motto brand and mortgage loan processing services and licensed software under the wemlo brand. Mortgage does not include any charges related to the corporate-wide shared services expenses. ● Marketing Funds – comprises the operations of the Company’s marketing campaigns designed to build and maintain brand awareness and the development and operation of agent marketing technology. This segment has no net income given the contractual restriction that all funds collected must be spent for designated purposes. ● Other – comprises other operations which, due to quantitative insignificance, do not meet the criteria of a reportable segment. See Note 16 for additional information about segment reporting. Principles of Consolidation Holdings consolidates RMCO and records a non-controlling interest in the accompanying Consolidated Balance Sheets and records net income (loss) attributable to the non-controlling interest and comprehensive income (loss) attributable to the non-controlling interest in the accompanying Consolidated Statements of Income (Loss) and Consolidated Statements of Comprehensive Income (Loss), respectively. Revenue Recognition The Company generates most of its revenue from contracts with customers. The Company’s franchise agreements offer the following benefits to the franchisee: common use and promotion of RE/MAX and Motto trademarks; distinctive sales and promotional materials; access to technology; marketing tools and education; standardized supplies and other materials used in RE/MAX and Motto offices; and recommended procedures for operation of RE/MAX and Motto offices. The Company concluded that these benefits are highly related and all part of one performance obligation for each franchise agreement, a license of symbolic intellectual property that is billed through a variety of fees including continuing franchise fees, annual dues, broker fees, marketing funds fees and franchise sales, described below. The Company has other performance obligations associated with contracts with customers in other revenue for education, marketing and events, subscription revenue, loan processing revenue, and data services revenue. The method used to measure progress is over the passage of time for most streams of revenue. The following is a description of principal activities from which the Company generates its revenue. Continuing Franchise Fees Continuing franchise fees are fixed contractual fees paid monthly (a) by regional franchise owners in Independent Regions or franchisees in Company-Owned Regions based on the number of RE/MAX agents in the respective franchised region or office or (b) by Motto franchisees based on the number of open offices. Motto offices reach the full monthly billing once the Motto office has been open for 12 months. This revenue is recognized in the month for which the fee is billed. This revenue is a usage-based royalty as it is dependent on the number of RE/MAX agents or number of Motto open offices. Annual Dues Annual dues are a fixed membership fee paid annually by RE/MAX agents directly to the Company. The Company defers the annual dues revenue when billed and recognizes the revenue ratably over the 12-month period to which it relates. See the “Deferred Revenue” section below for a reconciliation of the activity in the Company’s deferred revenue for annual dues. Annual dues revenue is a usage-based royalty as it is dependent on the number of RE/MAX agents. (a) Broker Fees Broker fees are assessed against real estate commissions paid by customers when a RE/MAX agent buys or sells a property. Generally, the amount paid is 1% of the total commission on the transaction in most regions. Agents in Company-Owned Regions who joined RE/MAX prior to 2004, the year the Company began assessing broker fees, are generally “grandfathered” and continue to be exempt from paying a broker fee. Due to legacy price structures enacted when certain geographies were Independent Regions, broker fees in a limited number of locations (mainly Texas and parts of Canada) are capped at certain commission levels. Lastly, certain agents in Canada do not pay broker fees. As of December 31, 2021, approximately 26% of agents in the U.S. and Canada Company-owned Regions did not pay broker fees. Revenue from broker fees is a sales-based royalty and recognized in the month when a home sale transaction occurs. Motto franchisees do not pay any fees based on the number or dollar value of loans brokered. Marketing Funds Fees Marketing Funds fees are fixed contractual fees paid monthly by franchisees based on the number of RE/MAX agents in the respective franchised region or office or the number of Motto offices. These revenues are obligated to be used for marketing campaigns to build brand awareness and to support agent marketing technology. Amounts received into the Marketing Funds are recognized as revenue in the month for which the fee is billed. This revenue is a usage-based royalty as it is dependent on the number of RE/MAX agents or number of Motto offices. All assets of the Marketing Funds are contractually restricted for the benefit of franchisees, and the Company recognizes an equal and offsetting liability on the Company’s balance sheet for all amounts received. Additionally, this results in recording an equal and offsetting amount of expenses, against all revenues such that there is no impact to overall profitability of the Company from these revenues. In addition, advertising costs are expensed as incurred. Franchise Sales Franchise sales comprises revenue from the sale or renewal of franchises. A fee is charged upon a franchise sale or renewal. Those fees are deemed to be a part of the license of symbolic intellectual property and are recognized as revenue over the contractual term of the franchise agreement, which is typically 5 years for RE/MAX and 7 years for Motto franchise agreements. See the “Deferred Revenue” section below for a reconciliation of the activity in the Company’s deferred revenue for franchise sales. Other Revenue Other revenue is primarily from: ● Data service subscription revenue, which is recognized when the control of the products or services has transferred to the customer, which may occur at a point in time or over time, depending on the nature of the contract. ● Preferred marketing arrangements, which involves both flat fees paid in advance as well as revenue sharing, both of which are generally recognized over the period of the arrangement and are recorded net as the Company does not control the good or service provided. ● Technology products and subscription revenue, which charges a monthly fee to its customers or a periodic fee to agents who use the products or services. ● Event-based revenue from education and other programs, which is recognized when the event occurs and until then amounts collected are included in “Deferred revenue”. ● Mortgage loan processing revenue, which charges a flat fee per transaction which is recognized when a loan is closed. Deferred Revenue and Commissions Related to Franchise Sales Deferred revenue is primarily driven by Franchise sales and Annual dues, as discussed above, and is included in “Deferred revenue” and “Deferred revenue, net of current portion” on the Consolidated Balance Sheets. Other deferred revenue is primarily related to event-based revenue. The activity consists of the following (in thousands): Balance at Revenue Balance at beginning of period New billings recognized (a) end of period Franchise sales $ 25,069 $ 9,787 $ (8,813) $ 26,043 Annual dues 14,539 36,030 (35,549) 15,020 Other 5,538 14,054 (14,548) 5,044 $ 45,146 $ 59,871 $ (58,910) $ 46,107 (a) Revenue recognized related to the beginning balance for Franchise Sales and Annual Dues was $ 7.7 million and $13.4 million, respectfully, for the year ended December 31, 2021. Commissions paid on Franchise sales are recognized as an asset and amortized over the contract life of the franchise agreement. The activity in the Company’s capitalized contract costs for commissions (which are included in “other current assets” and “other assets, net of current portion” on the Consolidated Balance Sheets) consist of the following (in thousands): Balance at beginning of period Expense recognized Additions to contract cost for new activity Balance at end of period Year Ended December 31, 2021 $ 3,690 $ 2,390 $ (2,070) $ 4,010 Disaggregated Revenue In the following table, segment revenue is disaggregated by geographical area (in thousands): Year Ended December 31, 2021 2020 2019 U.S. Company-Owned Regions (a) $ 154,981 $ 126,406 $ 132,670 U.S. Independent Regions (a) 11,392 13,345 13,380 Canada Company-Owned Regions (a) 27,234 12,659 13,647 Canada Independent Regions (a) 6,510 8,301 8,187 Global 11,501 9,255 9,369 Fee revenue (b) 211,618 169,966 177,253 Franchise sales and other revenue (c) 23,506 20,826 22,383 Total Real Estate 235,124 190,792 199,636 U.S. (a) 68,662 57,974 64,906 Canada (a) 12,722 5,634 6,559 Global 1,007 794 834 Total Marketing Funds 82,391 64,402 72,299 Mortgage (d) 10,051 6,610 4,542 Other (d) 2,135 4,197 5,816 Total $ 329,701 $ 266,001 $ 282,293 (a) On July 21, 2021, the Company acquired INTEGRA. Fee revenue from these regions was previously recognized in the U.S. and Canada Independent Regions and Marketing Funds fees were not charged. See Note 6, Acquisitions, for more information related to this transaction. (b) Fee revenue includes Continuing franchise fees, Annual dues and Broker fees. (c) Franchise sales and other revenue is derived primarily within the U.S. (d) Revenue from Mortgage and Other are derived exclusively within the U.S. Transaction Price Allocated to the Remaining Performance Obligations The following table includes estimated revenue by year, excluding certain other immaterial items, expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands): 2022 2023 2024 2025 2026 Thereafter Total Annual dues $ 15,020 $ — $ — $ — $ — $ — $ 15,020 Franchise sales 7,094 5,761 4,562 3,298 1,904 3,424 26,043 Total $ 22,114 $ 5,761 $ 4,562 $ 3,298 $ 1,904 $ 3,424 $ 41,063 Cash, Cash Equivalents and Restricted Cash All cash held by the Marketing Funds is contractually restricted. The following table reconciles the amounts presented for cash, both unrestricted and restricted, in the Consolidated Balance Sheets to the amounts presented in the Consolidated Statements of Cash Flows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 126,270 $ 101,355 Restricted cash 32,129 19,872 Total cash, cash equivalents and restricted cash $ 158,399 $ 121,227 Services Provided to the Marketing Funds by Real Estate Real Estate charges the Marketing Funds for various services it performs. These services primarily comprise (a) building and maintaining agent marketing technology, including customer relationship management tools, the remax.com and remax.ca websites, agent, office and team websites, and mobile apps, (b) dedicated employees focused on marketing campaigns, and (c) various administrative services including customer support of technology, accounting and legal. Because these costs are ultimately paid by the Marketing Funds, they do not impact the net income (loss) of Holdings as the Marketing Funds have no reported net income. Costs charged from Real Estate to the Marketing Funds are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Technology - operating $ 13,396 $ 12,245 $ 6,244 Technology - capital 954 1,017 5,095 Marketing staff and administrative services 5,782 4,527 3,763 Total $ 20,132 $ 17,789 $ 15,102 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, lease costs, as well as expenses for outsourced technology services and expenses for marketing to customers, to expand the Company’s franchises. 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 arising from monthly billings do not bear interest. The Company provides limited financing of certain franchise sales through the issuance of notes receivable with the associated interest recorded in “Interest income” in the accompanying Consolidated Statements of Income (Loss). Amounts collected on notes receivable are included in “Net cash provided by operating activities” in the accompanying Consolidated Statements of Cash Flows. The Company records estimates of expected credit losses against its accounts and notes receivable based on historical loss experience and reasonable and supportable forecasts. The general economic conditions effecting the Company’s customers, especially existing home sales, are expected to impact customers in a consistent manner. The allowance for doubtful accounts and notes is based on reasonable and supportable forecasts, historical experience, general economic conditions, and the credit quality of specific accounts. 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 (Loss). The activity in the Company’s allowances against accounts and notes receivable consists of the following (in thousands): Balance at beginning of period Charges/(benefits) to expense for changes in Allowance for doubtful accounts (a) Write-offs Balance at end of period Year Ended December 31, 2021 $ 11,724 $ (1,345) $ (815) $ 9,564 Year Ended December 31, 2020 $ 12,538 $ 2,903 $ (3,717) $ 11,724 Year Ended December 31, 2019 $ 7,980 $ 4,964 $ (406) $ 12,538 (a) Includes approximately ($0.4) million, $0.6 million and $1.5 million of (benefit)/expense attributable to the Marketing Funds for the years ended December 31, 2021, 2020 and 2019, respectively. Accumulated Other Comprehensive Income (Loss) 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, 2021, the Company, directly and through its franchisees, conducted operations in over 110 countries and territories, including the U.S. and Canada. The functional currency for the Company’s operations is the U.S. dollar, except for its Canadian subsidiaries for which it is the Canadian Dollar. Assets and liabilities of the Canadian subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of income (loss) 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 (loss),” and periodic changes are included in comprehensive income (loss). 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 (loss). 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 (Loss) as “Foreign currency transaction (losses) gains.” 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 and upgrade and enhancement costs incurred during the application development stage that result in additional functionality are capitalized. Costs incurred during the preliminary project and post-implementation-operation stages are expensed as incurred. Capitalized software costs are generally amortized over a term of two 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, 2021, 2020 and 2019, there were no material 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 at the reporting unit level or whenever an event occurs that would indicate impairment may have occurred. Reporting units are driven by the level at which segment management reviews operating results. The Company performs its required impairment testing annually on October 1. 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 impairment test consists of comparing the estimated fair value of each reporting unit with its carrying amount, including goodwill. The fair value of a reporting unit is determined by forecasting results and applying and assumed discount rate to determine fair value as of the test date. 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. Goodwill impairment exists when the estimated implied fair value of a reporting unit’s goodwill is less than its carrying value. During 2021, the Company recorded a goodwill impairment in its First Leads, Inc. (“First”) reporting unit in the Real Estate segment. See Note 8, Intangible Assets and Goodwill 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 likely 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 (Loss). 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. The share of U.S. income allocable to Holdings results in a provision for income taxes for the federal and state taxes on that portion of income. The share of U.S. income allocable to RIHI does not result in a provision for income taxes for federal and state taxes given Holdings does not consolidate RIHI. RMCO is subject to certain global withholding taxes, which are ultimately allocated to both Holdings and RIHI since they are paid by RMCO. Beginning with the INTEGRA acquisition in July 2021, RMCO owns two corporate subsidiaries, which unlike RMCO are not pass-through entities. Income in those corporations is taxed at the corporate level, resulting in a provision for income taxes on 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. Leases The Company determines if an arrangement is a lease at inception. The Company’s operating lease agreements are primarily for corporate office space and are included within “Operating lease right of use assets”, “Operating lease liabilities” and “Operating lease liabilities, net of current portion’ on the Consolidated Balance Sheets. The Company’s lease liabilities represent the obligation to make lease payments arising from the leases and right of use (“ROU”) assets are recognized as an offset at lease inception. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments consist of non-lease services related to the lease. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Many of the Company’s lessee agreements include options to extend the lease, which is not included in the minimum lease terms unless they are reasonably certain to be exercised. Rent expense for lease payments related to operating leases (which is substantially all of the Company’s leases) is recognized on a straight-line basis over the lease term and is recorded to “Selling, operating and administrative expenses’ in the Consolidated Statements of Income (Loss). The Company has made an accounting policy election not to recognize ROU assets and lease liabilities that arise from any of its short-term leases. All leases with a term of 12 months or less at commencement, for which the Company is not reasonably certain to exercise available renewal options that would extend the lease term past 12 months, are recognized on a straight-line basis over the lease term. 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 (Loss). 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 13, Equity-Based Compensation, for additional discussion regarding details of the Company’s equity-based compensation plans. Foreign Currency Derivatives The Company is exposed to foreign currency transaction gains and losses related to certain foreign currency denominated asset and liability positions, with the Canadian dollar representing the most significant exposure primarily from an intercompany Canadian loan between RMCO and the new Canadian entity for INTEGRA. The Company uses short duration foreign currency forward contracts, generally with maturities ranging from a few days to a few months, to minimize its exposures related to foreign currency exchange rate fluctuations. None of these contracts are designated as accounting hedges as the underlying currency positions are revalued through “Foreign currency transaction gains (losses)” on the Consolidated Statements of Income (Loss) along with the related derivative contracts. As of December 31, 2021, the Company had an aggregate U.S. dollar equivalent of $58.5 million notional amount of Canadian dollar forward contracts to hedge these exposures. Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU“) 2018-15, Intangibles – Goodwill and Other Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract, which clarifies that implementation costs incurred by customers in cloud computing arrangements are deferred if they would be capitalized by customers in the software licensing arrangements under the internal-use software guidance. ASU 2018-15 also clarifies that any capitalized costs should not be recorded to “Depreciation and amortization” in the Consolidated Statements of Income (Loss). The Company adopted this standard effective January 1, 2020 prospectively to all new implementation costs incurred after adoption. The amendments of ASU 2018-15 did not have a significant impact on the Company’s consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), which eliminates certain disclosure requirements for fair value measurements and requires new or modified disclosures. ASU 2018-13 became effective for the Company on January 1, 2020. This new guidance was applied on a prospective basis. The amendments of ASU 2018-13 did not have a significant impact on the Company’s consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires earlier recognition of credit losses on loans, held-to-maturity securities, and certain other financial assets. ASU 2016-13 replaces the current incurred loss model with a model requiring entities to estimate expected credit losses over the life of the financial instrument based on both historical information as well as reasonable and supportable forecasts. The FASB requires entities to use a modified retrospective transition approach, in which an adjustment is made to beginning retained earnings for the cumulative effect of adopting the standard. ASU 2016-13 became effective for the Company on January 1, 2020. The standard had an immaterial effect on the Company’s credit losses at transition and no New Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), which contains temporary optional expedients and exceptions to the guidance in U.S. GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The new guidance is effective upon issuance and may be adopted on any date on or after March 12, 2020. The relief is temporary and only available until December 31, 2022, when the reference rate replacement activity is expected to have completed. The Company believes the amendments of ASU 2020-04 will not have a significant impact on the Company’s consolidated financial statements and related disclosures as the Company does not currently engage in interest rate hedging of its LIBOR based debt, nor does it believe it has any material contracts tied to LIBOR other than its Senior Secured Credit Agreement, as discussed |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | 3. Leases The Company leases corporate offices, a distribution center, billboards and certain equipment. As all franchisees are independently owned and operated, there are no leases recognized for any offices used by the Company’s franchisees. The leases have remaining lease terms ranging from less than a year up to 12 years , some of which include one or more options to renew. Of these renewal options, the Company determined that none are reasonably certain to be exercised. All the Company’s material leases are classified as operating leases. The Company has a lease for its corporate headquarters office building (the “Headquarters Lease”) that expires in 2028. The Company may, at its option, extend the Headquarters Lease for two renewal periods of 10 years. Under the terms of the Headquarters Lease, the Company pays an annual base rent, which escalates 3% each year, including the first optional renewal period. The second optional renewal period resets to fair market rental value, and the rent escalates 3% each year until expiration. The Company pays for insurance, property taxes and operating expenses of the leased space. The Headquarters Lease is the Company’s only significant lease. The Company acts as the lessor for four sublease agreements on its corporate headquarters, consisting solely of operating leases, each of which include a renewal option for the lessee to extend the length of the lease. The Company may pursue additional sublease opportunities in the future. Renewal options for two of the existing sublease agreements are contingent upon renewal of the Headquarters Lease, which is not reasonably certain to be exercised in 2028. As such, the Company determined these sublease renewal options are not reasonably certain to be exercised. Renewal options for the remaining two sublease agreements have already been exercised and will expire before the end of the corporate headquarters lease in 2028. Lease Impairment During the third quarter of 2020, the Company began executing on a plan to both refresh its corporate headquarters and sublease space made available through the refresh. As a result, the Company changed its asset grouping for its headquarters ROU asset to separate the portion that it intends to sublease from the portion it will continue to occupy and performed an impairment test on the portion it intends to sublease. Based on a comparison of undiscounted cash flows to the ROU asset, the Company determined that the asset was impaired, driven largely by the difference between the existing lease rate on the Company’s corporate headquarters and expected sublease rates available in the market. This resulted in an impairment charge of $7.9 million and a reduction to basic earnings per share of $0.20 per share, for the year ended December 31, 2020, which reflects the excess of the ROU asset over its fair value. The Company used its Senior Secured Credit Facility interest rate to extrapolate a rate for each of its leases to calculate the present value of the lease liability and right-of-use asset. A summary of the Company’s lease cost is as follows (in thousands, except for weighted-averages): Year Ended December 31, 2021 2020 2019 Lease Cost Operating lease cost (a) $ 11,565 $ 12,085 $ 12,259 Sublease income (1,999) (1,434) (1,508) Short-term lease cost (b) 5,436 5,959 6,495 Total lease cost $ 15,002 $ 16,610 $ 17,246 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases 9,071 8,520 8,507 Weighted-average remaining lease term in years - operating leases 6.4 7.4 8.4 Weighted-average discount rate - operating leases 6.3 % 6.3 % 6.3 % (a) Includes approximately $3.5 million, $3.6 million and $3.7 million of taxes, insurance and maintenance for the years ended December 31, 2021, 2020, and 2019 respectively. (b) Includes expenses associated with short-term leases of billboard advertisements and is included in “Marketing Funds expenses” on the Consolidated Statements of Income (Loss) for the years ended December 31, 2021, 2020 and 2019. Maturities under non-cancellable leases were as follows (in thousands): Rent Payments Sublease Receipts Total Cash Outflows Year ending December 31: 2022 $ 9,387 (1,200) $ 8,187 2023 9,716 (1,311) 8,405 2024 9,968 (1,273) 8,695 2025 10,176 (331) 9,845 2026 10,263 (166) 10,097 Thereafter 14,453 (222) 14,231 Total lease payments $ 63,963 $ (4,503) $ 59,460 Less: imputed interest 11,687 Present value of lease liabilities $ 52,276 |
Non-controlling Interest
Non-controlling Interest | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest | |
Non-controlling Interest | 4. Non-controlling Interest Holdings is the sole managing member of RMCO and operates and controls all the business affairs of RMCO. The ownership of the common units in RMCO is summarized as follows: As of December 31, 2021 2020 Shares Ownership % Shares Ownership % Non-controlling interest ownership of common units in RMCO 12,559,600 40.0 % 12,559,600 40.6 % Holdings outstanding Class A common stock (equal to Holdings common units in RMCO) 18,806,194 60.0 % 18,390,691 59.4 % Total common units in RMCO 31,365,794 100.0 % 30,950,291 100.0 % The weighted average ownership percentages for the applicable reporting periods are used to calculate the “Net income (Loss) attributable to RE/MAX Holdings, Inc.” A reconciliation of “Income (loss) before provision for income taxes” to “Net income (loss) attributable to RE/MAX Holdings, Inc.” and “Net Income attributable to non-controlling interest” in the accompanying Consolidated Statements of Income (Loss) for the periods indicated is detailed as follows (in thousands, except percentages): Year Ended December 31, 2021 2020 2019 Non- Non- Non- RE/MAX controlling RE/MAX controlling RE/MAX controlling Holdings, Inc. interest Total Holdings, Inc. interest Total Holdings, Inc. interest Total Weighted average ownership percentage of RMCO (a) 59.8 % 40.2 % 100.0 % 59.1 % 40.9 % 100.0 % 58.6 % 41.4 % 100.0 % Income (loss) before provision for income taxes (a) $ (13,424) $ (8,737) $ (22,161) $ 17,588 $ 12,120 $ 29,708 $ 34,163 $ 24,133 $ 58,296 (Provision) / benefit for income taxes (b)(c) (2,192) (267) (2,459) (6,338) (2,824) (9,162) (8,883) (2,099) (10,982) Net income (loss) $ (15,616) $ (9,004) $ (24,620) $ 11,250 $ 9,296 $ 20,546 $ 25,280 $ 22,034 $ 47,314 (a) The weighted average ownership percentage of RMCO differs from the allocation of income (loss) before provision for income taxes between RE/MAX Holdings and the non-controlling interest due to certain relatively insignificant items recorded at RE/MAX Holdings. (b) The provision for income taxes attributable to Holdings is primarily comprised of U.S. federal and state income taxes on its proportionate share of the pass-through income (loss) from RMCO. It also includes Holdings’ share of taxes directly incurred by RMCO and its subsidiaries, including taxes in certain foreign jurisdictions. See Note 12, Income Taxes, for additional information. (c) The provision for income taxes attributable to the non-controlling interest represents its share of taxes incurred by RMCO and its subsidiaries (both foreign taxes and taxes from non-flow through subsidiaries). Otherwise, because RMCO is a flow-through entity, there is no U.S. federal and state income tax provision recorded on the non-controlling interest. Amounts shown for the year ended December 31, 2021 include a reversal of an uncertain tax position, the majority of which was allocated to the non-controlling interest (see Note 12, Income Taxes for additional information). Distributions and Other Payments to Non-controlling Unitholders Under the terms of RMCO’s limited liability company operating agreement, RMCO makes cash distributions to non-controlling unitholders on a pro-rata basis. The distributions paid or payable to non-controlling unitholders are summarized as follows (in thousands): Year Ended December 31, 2021 2020 Tax and other distributions $ 2,650 $ 3,006 Dividend distributions 11,556 11,052 Total distributions to non-controlling unitholders $ 14,206 $ 14,058 On February 22, 2022, the Company announced that its Board of Directors approved a distribution to non-controlling unitholders of $2.9 million, which is payable on March 16, 2022. Tax Receivable Agreements Holdings has twice acquired significant portions of the ownership in RMCO; first in October 2013 at the time of IPO when Holdings acquired its initial 11.5 million common units of RMCO and, second, in November and December 2015 when it acquired 5.2 million additional common units. Holdings issued 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 Holdings 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. Most 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, Holdings receives a future tax benefit. These future benefits are reflected within deferred tax assets on the Company’s consolidated balance sheets. If Holdings acquires additional common units of RMCO from RIHI, the percentage of 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, Holdings entered into Tax Receivable Agreements (“TRAs”) which require that Holdings make annual payments to the TRA holders 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. The TRA holders as of December 31, 2021 are RIHI and Parallaxes Rain Co-Investment, LLC (“Parallaxes”). TRA liabilities were established for the future cash obligations expected to be paid under the TRAs and are not discounted. This liability is recorded within “Current portion of payable pursuant to tax receivable agreements” and “Payable pursuant to tax receivable agreement” in the Consolidated Balance Sheets and were $30.5 million and $33.6 million in aggregate as of December 31, 2021 and 2020, respectively. Similar to the deferred tax assets, the TRA liabilities would increase if Holdings acquired additional common units of RMCO from RIHI. |
Earnings (Loss) Per Share and D
Earnings (Loss) Per Share and Dividends | 12 Months Ended |
Dec. 31, 2021 | |
Earnings (Loss) Per Share and Dividends | |
Earnings (Loss) Per Share and Dividends | 5. Earnings (Loss) Per Share and Dividends Earnings (Loss) Per Share Basic earnings (loss) 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 effect of time-based restricted stock units. The dilutive effect of performance-based restricted stock units is measured using the guidance for contingently issuable shares. 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, 2021 2020 2019 Numerator Net income (loss) attributable to RE/MAX Holdings, Inc. $ (15,616) $ 11,250 $ 25,280 Denominator for basic net income (loss) per share of Class A common stock Weighted average shares of Class A common stock outstanding 18,690,442 18,170,348 17,812,065 Denominator for diluted net income (loss) per share of Class A common stock Weighted average shares of Class A common stock outstanding 18,690,442 18,170,348 17,812,065 Add dilutive effect of the following: Restricted stock (a) — 153,898 55,687 Weighted average shares of Class A common stock outstanding, diluted 18,690,442 18,324,246 17,867,752 Earnings (loss) per share of Class A common stock Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock, basic $ (0.84) $ 0.62 $ 1.42 Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock, diluted $ (0.84) $ 0.61 $ 1.41 (a) As the Company had a net loss for the year ended December 31, 2021, these shares would have been considered anti-dilutive and therefore there is no effect on the weighted average shares of Class A common stock outstanding EPS calculation. Outstanding Class B common stock does not share in the earnings of Holdings and is therefore not a participating security. Accordingly, basic and diluted net income (loss) per share of Class B common stock has not been presented. Dividends Dividends declared and paid during each quarter ended per share on all outstanding shares of Class A common stock were as follows (in thousands, except per share information): Year Ended December 31, 2021 2020 2019 Quarter end declared Date paid Per share Date paid Per share Date paid Per share March 31 March 17, 2021 $ 0.23 March 18, 2020 $ 0.22 March 20, 2019 $ 0.21 June 30 June 2, 2021 0.23 June 2, 2020 0.22 May 29, 2019 0.21 September 30 August 31, 2021 0.23 September 2, 2020 0.22 August 28, 2019 0.21 December 31 December 1, 2021 0.23 December 2, 2020 0.22 November 27, 2019 0.21 $ 0.92 $ 0.88 $ 0.84 On February 22, 2022, the Company announced that its Board of Directors approved a quarterly dividend of $0.23 per share on all outstanding shares of Class A common stock, which is payable on March 16, 2022 to stockholders of record at the close of business on March 4, 2022. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Acquisitions | |
Acquisitions | 6. Acquisitions RE/MAX INTEGRA North America Regions Acquisition On July 21, 2021, the Company acquired the operating companies of the North America regions of INTEGRA whose territories cover five Canadian provinces (New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, and Prince Edward Island) and nine U.S. states (Connecticut, Indiana, Maine, Massachusetts, Minnesota, New Hampshire, Rhode Island, Vermont and Wisconsin) for cash consideration of $235.0 million. The Company acquired these companies in order to convert these formerly Independent Regions into Company-Owned Regions, advance its ability to scale, deliver value to its affiliates and recapture the value differential of more than 19,000 agents (approximately 12,000 in Canada and 7,000 in the U.S. The Company funded the acquisition primarily by borrowing additional funds in connection with refinancing its Senior Secured Credit Facility (See Note 10, Debt ), as well as using cash from operations. The Company allocated $40.9 million of the purchase price to a loss on the pre-existing master franchise agreements with INTEGRA which were effectively settled with the acquisition. The loss represents the fair value of the difference between the historical contractual royalty rates paid by INTEGRA and the current market rate. The loss is recorded in “Settlement and impairment charges” in the accompanying Consolidated Statements of Income (Loss). For the year ended December 31, 2021, INTEGRA contributed incremental revenues of $24.2 million and operating loss of $1.1 million to the Company, since the acquisition date. The following table summarizes the preliminary allocation of the purchase price (net of settlement loss) to the fair value of assets acquired and liabilities assumed for the acquisition (in thousands): Cash and cash equivalents and restricted cash $ 14,098 Accounts and notes receivable, net 6,610 Income taxes receivable 494 Other current assets 502 Property and equipment 63 Franchise agreements (a) 92,250 Other intangible assets, net (a) 9,200 Other assets, net of current portion 1,930 Goodwill (b) 108,938 Accounts payable (3,461) Accrued liabilities (14,045) Income taxes payable (2,882) Deferred revenue (824) Deferred tax liabilities, net (16,573) Other liabilities, net of current portion (2,200) Total purchase price allocated to assets and liabilities 194,100 Loss on contract settlement 40,900 Total consideration $ 235,000 (a) The Company expects to amortize the acquired Franchise agreements over a weighted average useful life of approximately 12 years and the non-compete agreements included in Other intangible assets, net over a useful life of 5 years using the straight-line method. (b) The excess of the total purchase price over the fair value of the identifiable assets acquired was recorded as goodwill. The goodwill is attributable to expected synergies and projected long-term revenue growth for the RE/MAX network. The Company expects 50% of the goodwill in Canada but none in the U.S. to be deductible for tax purposes. The amounts above are preliminary as the Company has not yet finalized its evaluation of tax matters including deferred taxes and uncertain tax positions. Gadberry & wemlo On September 10, 2020, the Company acquired Gadberry for $4.6 million in cash, net of cash acquired, and $5.5 million in Class A common stock, plus approximately $9.9 million of equity-based compensation, which is expected to be accounted for as compensation expense in the future over two to three years (see Note 13, Equity-Based Compensation for additional information). In addition, the Company recorded a contingent consideration liability in connection with the purchase of Gadberry, which had an acquisition date fair value of $0.9 million, measured at the present value of the probability weighted consideration expected to be transferred. Gadberry is a location intelligence data company whose products have been instrumental in the success of the Company’s consumer website, www.remax.com . Founded in 2000, Gadberry specializes in building products that help clients solve geospatial challenges through location data. Gadberry plans to expand its non-RE/MAX clients while maintaining and enhancing its contributions to the RE/MAX technology offering. On August 25, 2020, the Company acquired wemlo for $6.1 million in cash, net of cash acquired, and $3.3 million in Class A common stock, plus approximately $6.7 million of equity-based compensation, which was expected to be accounted for as compensation expense in the future over three years (see Note 13, Equity-Based Compensation, for additional information). Wemlo is a fintech company that has developed its cloud service for mortgage brokers, combining third-party loan processing services with an all-in-one digital platform. The total purchase price was allocated to the assets and liabilities acquired based on their fair values. The Company recorded $14.4 million in goodwill, virtually all of which is deductible for tax purposes, and $6.3 million in other intangibles as a result of these acquisitions. First On December 16, 2019, the Company acquired First for $15.0 million in cash generated from operations. First is a mobile app that leverages data science, machine learning and human interaction to help real estate professionals better leverage the value of their personal network and was acquired to complement the Company’s technology offerings and booj Platform. 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 INTEGRA had occurred on January 1, 2020. The pro forma information presented below is for illustrative purposes only and 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 (in thousands). Year Ended December 31 2021 2020 Total revenue $ 356,489 $ 309,480 Net income (loss) attributable to RE/MAX Holdings, Inc. $ (16,092) $ 6,493 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment | |
Property and Equipment | 7. Property and Equipment Property and equipment consist of the following (in thousands): As of December 31, Depreciable Life 2021 2020 Leasehold improvements Shorter of estimated useful life or life of lease $ 5,989 $ 4,707 Office furniture, fixtures and equipment 2 - 10 years 16,115 17,896 Total property and equipment 22,104 22,603 Less accumulated depreciation (9,418) (14,731) Total property and equipment, net $ 12,686 $ 7,872 Depreciation expense was $2.2 million, $1.8 million and $1.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Intangible Assets and Goodwill | |
Intangible Assets and Goodwill | 8. 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, 2021 As of December 31, 2020 Amortization Initial Accumulated Net Initial Accumulated Net Period Cost Amortization Balance Cost Amortization Balance Franchise agreements 12.7 $ 267,770 $ (123,938) $ 143,832 $ 176,354 $ (106,552) $ 69,802 Other intangible assets: Software (a) 4.1 $ 51,368 $ (29,682) $ 21,686 $ 44,389 $ (18,926) $ 25,463 Trademarks 8.3 2,356 (1,533) 823 2,325 (1,274) 1,051 Non-compete agreements 5.0 13,100 (4,563) 8,537 3,920 (2,814) 1,106 Training materials 5.0 2,400 (1,600) 800 2,400 (1,120) 1,280 Other 6.6 1,670 (986) 684 1,670 (601) 1,069 Total other intangible assets 4.5 $ 70,894 $ (38,364) $ 32,530 $ 54,704 $ (24,735) $ 29,969 (a) As of December 31, 2021 and 2020, capitalized software development costs of $1.9 million and $1.4 million, respectively, were related to technology projects not yet complete and ready for their intended use and thus were not subject to amortization. Amortization expense was $29.1 million, $24.4 million and $20.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, the estimated future amortization expense related to intangible assets includes the estimated amortization expense associated with the Company’s intangible assets assumed with the Company’s acquisitions (in thousands): As of December 31, 2021 2022 $ 32,143 2023 28,178 2024 24,694 2025 19,691 2026 14,660 Thereafter 56,996 $ 176,362 The following table presents changes to goodwill by reportable segment for the period from January 1, 2020 to December 31, 2021(in thousands): Real Estate Mortgage Total Balance, January 1, 2020 $ 136,761 $ 11,800 $ 148,561 Goodwill recognized from acquisitions 9,893 6,833 16,726 Effect of changes in foreign currency exchange rates 71 — 71 Balance, January 1, 2021 $ 146,725 $ 18,633 $ 165,358 Purchase price adjustments 133 — 133 Goodwill recognized from acquisitions 108,938 — 108,938 Impairment charge (5,123) — (5,123) Effect of changes in foreign currency exchange rates (191) — (191) Balance, December 31, 2021 $ 250,482 $ 18,633 $ 269,115 Impairment charge - goodwill We assess 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. million, recorded in “Settlement and impairment charges” in the accompanying- Consolidated Statements of Income (Loss). |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities. | |
Accrued Liabilities | 9. Accrued Liabilities Accrued liabilities consist of the following (in thousands): As of December 31, 2021 2020 Marketing Funds (a) $ 61,997 $ 48,452 Accrued payroll and related employee costs 22,634 10,692 Accrued taxes 2,053 2,491 Accrued professional fees 3,660 1,806 Other 6,424 5,130 $ 96,768 $ 68,571 (a) Consists primarily of liabilities recognized to reflect the contractual restriction that all funds collected in the Marketing Funds must be spent for designated purposes. See Note 2, Summary of Significant Accounting Policies, for additional information. Also includes the additional liabilities recognized due to the acquired Marketing Funds. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Debt | 10. Debt Debt, net of current portion, consists of the following (in thousands): As of December 31, 2021 2020 Senior Secured Credit Facility $ 457,700 $ 225,013 Other long-term financing — 78 Less unamortized debt issuance costs (4,168) (882) Less unamortized debt discount costs (1,473) (644) Less current portion (4,600) (2,428) $ 447,459 $ 221,137 Maturities of debt are as follows (in thousands): As of December 31, 2021 2022 $ 4,600 2023 4,600 2024 4,600 2025 4,600 2026 4,600 Thereafter 434,700 $ 457,700 Senior Secured Credit Facility On July 21, 2021, the Company amended and restated its Senior Secured Credit Facility to fund the acquisition of INTEGRA and refinance its existing facility. The revised facility provides for a seven-year $460.0 million term loan facility which matures on July 21, 2028, and a $50.0 million revolving loan facility which must be repaid on July 21, 2026. The Senior Secured Credit Facility requires RE/MAX, LLC to repay term loans at $1.2 million per quarter. RE/MAX, LLC is also required to repay the term loans and reduce revolving commitments with (i) 100.0% of proceeds of any incurrence of additional debt not permitted by the 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% of Excess Cash Flow (or “ECF” as defined in the Senior Secured Credit Facility) at the end of the applicable fiscal year if RE/MAX, LLC’s Total Leverage Ratio (or “TLR” as defined in the Senior Secured Credit Facility) is in excess of 4.25:1. If the TLR as of the last day of such fiscal year is equal to or less than 4.25:1 but above 3.75:1, the repayment percentage is 25% of ECF and if the TLR as of the last day of such fiscal year is less than 3.75:1, no repayment from ECF is required. As of December 31, 2021, no ECF payment was required. Borrowings under the term loans and revolving loans accrue interest, at the Company’s option on (a) LIBOR, provided LIBOR shall be no less than 0.50% plus an applicable margin of 2.50% and, provided further that such rate shall be adjusted for reserve requirements for eurocurrency liabilities, if any (the “LIBOR Rate”) or (b) the greatest of (i) the prime rate as quoted by the Wall Street Journal, (ii) the NYFRB Rate (as defined in the Senior Secured Credit Facility) plus 0.50% and (iii) the one-month Eurodollar Rate plus 1.00%, (such greatest rate, the “ABR”) plus, in each case, an applicable margin of 1.50%. The Senior Secured Credit Facility includes a provision for transition from LIBOR to the alternative reference rate of Term Secured Overnight Financing Rate (“SOFR”)) on or before June 2023 (the LIBOR Rate cessation date). As of December 31, 2021, the interest rate on the term loan facility was 3.0%. Whenever amounts are drawn under the revolving line of credit, the Senior Secured Credit Facility requires compliance with a leverage ratio (calculated as net debt to EBITDA as defined therein). A commitment fee of 0.5% per annum (subject to reductions) accrues on the amount of unutilized revolving line of credit. As of the date of this report, no amounts were drawn on the revolving line of credit |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | 11. 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 is 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 quoted prices for the Company’s debt instruments in an inactive market. ● 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 Motto. A summary of the Company’s liabilities measured at fair value on a recurring basis is as follows (in thousands): As of December 31, 2021 As of December 31, 2020 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Liabilities Motto contingent consideration (a) $ 4,530 $ — $ — $ 4,530 $ 4,750 $ — $ — $ 4,750 Gadberry contingent consideration (a) 1,250 — — 1,250 1,590 — — 1,590 Contingent consideration (a) $ 5,780 $ — $ — $ 5,780 $ 6,340 $ — $ — $ 6,340 (a) Recorded as a component of “Accrued liabilities” and “Other liabilities, net of current portion” in the accompanying Consolidated Balance Sheets. The Company is required to pay additional purchase consideration totaling 8% of gross receipts collected by Motto each year (the “Revenue Share Year”) through September 30, 2026, with no limitation as to the maximum payout. The annual payment is required to be made within 120 days of the end of each Revenue Share Year. The fair value of the contingent purchase consideration represents the forecasted discounted cash payments that the Company expects to pay. 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 revenues. The forecasted revenue growth assumption that is most sensitive is the assumed franchise sales count for which the forecast assumes between 70-80 franchises sold annually. This assumption is based on historical sales and an assumption of growth over time. A 10% reduction in the number of franchise sales would decrease the liability by $0.1 million. A 1% change to the discount rate applied to the forecast changes the liability by approximately $0.1 million. As of December 31, 2021, contingent consideration also includes an amount recognized in connection with the acquisition of Gadberry (see Note 6, Acquisitions, The table below presents a reconciliation of the contingent consideration (in thousands): Total Balance at January 1, 2020 $ 5,005 Fair value adjustments 814 Acquisitions – Gadberry 930 Cash payments (409) Balance at January 1, 2021 $ 6,340 Fair value adjustments 309 Cash payments (869) Balance at December 31, 2021 $ 5,780 The Company assesses categorization of assets and 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 I II III during The following table summarizes the carrying value and estimated fair value of the Senior Secured Credit Facility (in thousands): As of December 31, 2021 2020 Carrying Amount Fair Value Level 2 Carrying Amount Fair Value Level 2 Senior Secured Credit Facility $ 452,059 $ 454,267 $ 223,487 $ 223,887 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Income Taxes | 12. Income Taxes “Income (loss) before provision for income taxes” as shown in the accompanying Consolidated Statements of Income (Loss) is comprised of the following (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ (53,152) $ 15,515 $ 44,874 Foreign 30,991 14,193 13,422 Total $ (22,161) $ 29,708 $ 58,296 Year Ended December 31, 2021 2020 2019 Current Federal $ 798 $ 2,265 $ 2,533 Foreign 3,556 4,418 4,929 State and local 633 580 1,137 Total current expense 4,987 7,263 8,599 Deferred expense Federal (840) 1,288 2,157 Foreign (752) 351 (142) State and local (936) 260 368 Total deferred expense (2,528) 1,899 2,383 Provision for income taxes $ 2,459 $ 9,162 $ 10,982 A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2021 2020 2019 U.S. statutory tax rate 21.0 % 21.0 % 21.0 % State and local taxes, net of federal benefit 3.1 3.1 3.1 Income attributable to non-controlling interests (a) (9.3) (9.9) (10.0) Subtotal 14.8 % 14.2 % 14.1 % Non-creditable foreign and domestic taxes - non-controlling interest (b) (c) (7.0) 5.1 2.8 Non-creditable foreign taxes - RE/MAX Holdings (c) (d) (3.7) 2.1 1.1 Foreign derived intangible income deduction (c) 4.4 (3.1) (1.5) Other permanent differences (1.2) 2.0 0.7 Uncertain tax positions 6.1 1.9 1.0 Loss on contract settlement (e) (26.7) — — Adjustments to state taxes (f) 3.9 — — 162(m) compensation limitation (1.8) — — Conversions of acquired C-Corporations to pass-through entities (g) — 8.4 — Other 0.1 0.2 0.6 (11.1) % 30.8 % 18.8 % (a) Given the majority of the Company’s income is generated via a pass-through entity of which the non-controlling interest owns approximately 40.0%, that proportion of the Company’s income is not subject to U.S. or state income tax rates. (b) Approximately 40.0% of foreign taxes paid at the RMCO level and corporate subsidiary taxes are attributable to the non-controlling interest. As a result, these taxes are not creditable against the U.S. taxes of Holdings. (c) The percentage impact of these items switched directionally as compared to 2020 because the Company’s pre-tax net income changed from positive to negative from 2020 to 2021 while the underlying tax or deduction was relatively unchanged. (d) While a portion of our foreign taxes are creditable within the U.S., most of the taxes we pay in Canada are not creditable. (e) Loss on contract settlement is a result of the acquisition of INTEGRA and is not recognized for US income tax purposes. (f) As a result of the acquisition of INTEGRA, the state filing footprint of RE/MAX has changed which has modified the blended state rate and resulted in a small remeasurement of our net deferred tax assets. (g) In 2020, the Company converted wemlo and First from C Corporations to flow-through entities, which triggered taxable gains. These conversions are expected to provide long-term tax benefits, both additional amortization and avoiding double taxation on profits. 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, 2021 2020 Long-term deferred tax assets Goodwill, other intangibles and other assets $ 39,531 $ 41,924 Imputed interest deduction pursuant to tax receivable agreements 2,241 2,306 Operating lease liabilities 2,362 2,671 Compensation and benefits (a) 5,904 3,237 Allowance for doubtful accounts 1,167 1,429 Contingent consideration liability 839 1,034 Deferred revenue 3,953 3,891 Foreign tax credit carryforward 4,510 2,996 Net operating loss carryforward (b) 653 — Other 1,034 817 Total long-term deferred tax assets 62,194 60,305 Valuation allowance (c) (7,671) (6,834) Total long-term deferred tax assets, net of valuation allowance 54,523 53,471 Long-term deferred tax liabilities Property and equipment and other long lived assets (1,239) (1,577) Goodwill, other intangibles and other assets (a) (15,499) — Other (1,170) (1,682) Total long-term deferred tax liabilities (17,908) (3,259) Net long-term deferred tax assets 36,615 50,212 Total deferred tax assets and liabilities $ 36,615 $ 50,212 (a) Amounts as of December 31, 2021 include deferred tax liabilities related to the acquisition of INTEGRA’s U.S. and Canadian subsidiaries. (b) Net operating loss for the Company’s Canadian subsidiary. (c) Includes a valuation allowance on deferred tax assets for goodwill and other intangibles in the Company’s Western Canada operations, as well as foreign tax credit carryforwards. As of December 31, 2021, the Company had $4.5 million in unutilized foreign tax credit carryforwards. If unused, the carryforwards will begin to expire during the years 2029-2032. This amount includes approximately $4.1 million of foreign tax credits that have a valuation allowance booked against them as of December 31, 2021. The Company also had net operating loss carryforwards of $0.7 million related to a Canadian subsidiary. The Company anticipates that this net operating loss will be utilized within the next two years and the expiration date of this loss is 2042. Net deferred tax assets are recorded related to differences between the financial reporting basis and the tax basis of 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 determines whether 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. If not expected to be realized, a valuation allowance is recognized to offset the deferred tax asset. The Company and its subsidiaries file, or will file, income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. Holdings will file its 2021 income tax returns by October 15, 2022. 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 Uncertain Tax Positions During 2021 the Company settled uncertain tax positions related to certain foreign tax matters that were accrued in prior years. The Company also recognized additional uncertain tax positions related to acquired corporations. While the Company believes the liabilities recognized for uncertain tax positions are adequate to cover reasonably expected tax risks, there can be no assurance that an issue raised by a tax authority will be resolved at a cost that does not exceed the liability recognized. Interest and penalties are accrued on uncertain tax positions and included in the “Provision for income taxes” in the accompanying Consolidated Statements of Income (Loss). During 2021 and in connection with the INTEGRA acquisition, the Company assumed an uncertain tax position related to certain U.S. tax matters and also recorded a largely offsetting related indemnification asset. See Note 6 for further details. Uncertain tax position liabilities represent the aggregate tax effect of differences between the tax return positions and the amounts otherwise recognized in the consolidated financial statements and are recognized in “Income taxes payable” in the Consolidated Balance Sheets. A reconciliation of the beginning and ending amount, excluding interest and penalties is as follows: As of December 31, 2021 2020 Balance, January 1 $ 5,300 $ 4,810 Increases related to prior period tax positions 96 490 Decrease related to prior year tax positions (815) — Increase related to tax positions from acquired companies 1,587 — Settlements (4,944) — Foreign currency transaction (gains) losses 363 — Balance, December 31 $ 1,587 $ 5,300 (a) Excludes accrued interest and penalties of $0.6 million and $2.3 million for the years ended December 31, 2021 and 2020, respectively. These related interest and penalties are recognized in “Income taxes payable” within the Consolidated Balance Sheets. A portion of the Company’s uncertain tax positions have a reasonable possibility of being settled within the next 12 months. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Equity-Based Compensation | |
Equity-Based Compensation | 13. Equity-Based Compensation The RE/MAX Holdings, Inc. 2013 Omnibus Incentive Plan (the “Incentive Plan”) includes restricted stock units which may have time-based or performance-based vesting criteria. The Company recognizes equity-based compensation expense in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income (Loss). The Company recognizes corporate income tax benefits relating to the vesting of restricted stock units in “Provision for income taxes” in the accompanying Consolidated Statements of Income (Loss). Employee stock-based compensation expense under the Company’s Incentive Plan, net of the amount capitalized in internally developed software, is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Expense from time-based awards (a)(b) $ 21,042 $ 12,224 $ 7,554 Expense from performance-based awards (a)(c) 6,073 2,150 (179) Expense from bonus to be settled in shares (d) 7,183 1,925 3,788 Equity-based compensation capitalized — (32) (229) Equity-based compensation expense 34,298 16,267 10,934 Tax deficit / (benefit) from equity-based compensation (5,052) (2,308) (1,548) Deficit / (excess) tax benefit from equity-based compensation (121) 378 55 Net compensation cost $ 29,125 $ 14,337 $ 9,441 (a) Includes significant amounts of awards granted to employees and former owners of acquired companies at the time of acquisition. (b) During the year ended December 31, 2021, the Company recognized $5.5 million of expense as a result of the acceleration of grants that were issued to two employees of an acquired company who departed during the first quarter of 2021. (c) Expense recognized for performance-based awards is re-assessed each quarter based on expectations of achievement against the performance conditions. The acquisition of INTEGRA significantly increased the expected performance against the revenue performance condition resulting in an increase in expense for those awards. (d) A portion of the annual corporate bonus earned is to be settled in shares. These amounts are recognized as “Accrued liabilities” in the accompanying- Consolidated Balance Sheets and are not included in “Additional paid-in capital” until the shares are issued. Time-based Restricted Stock Time-based restricted stock units and restricted stock awards are valued using the Company’s closing stock price prior to 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, other than grants issued to former owners in connection with acquisitions, generally vest equally in annual installments over a two two The following table summarizes equity-based compensation activity related to time-based restricted stock units and restricted stock awards: Shares Weighted average grant date fair value per share Balance, January 1, 2021 1,018,008 $ 36.74 Granted (a) 269,315 $ 39.14 Shares vested (including tax withholding) (b) (498,446) $ 37.78 Forfeited (32,716) $ 36.77 Balance, December 31, 2021 756,161 $ 36.91 (a) The weighted average grant date fair value per share for the years ended December 31, 2020 and 2019 were $33.05 and $38.43, respectively. (b) Pursuant to the terms of the Incentive Plan, shares withheld by the Company for the payment of the employee's tax withholding related to shares vesting are added back to the pool of shares available for future awards. At December 31, 2021, there was $13.5 million of total unrecognized expense for time-based restricted stock awards. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.4 years. Performance-based Restricted Stock Performance-based restricted stock units (“PSUs”) granted to employees are stock-based awards that generally vest at the end of a three-year period in which the number of shares ultimately received depends on the Company’s achievement of either a specified revenue target or the Company’s total shareholder return (“rTSR”) relative to a peer company index over a distinct performance period. The number of shares that could be issued range from 0% to 200% of the participant’s target award and if the minimum threshold conditions are not met, no shares will vest. PSUs are valued using the Company’s closing stock price prior to the date of grant. For these awards, compensation expense is recognized over the vesting period and is adjusted based on the estimated revenue achievement for each target. PSUs that vest upon achievement of a rTSR target are valued on the date of grant using a Monte Carlo simulation and compensation expense is recognized over the vesting period. PSUs granted to booj employees and former owners in connection with the booj acquisition were stock-based awards in which the number of shares received were dependent on the achievement of certain technology milestones set forth in the related purchase agreement. The awards were valued using the Company’s closing stock price on the date of grant. The Company’s expense was adjusted based on the final achievement of the milestones. Most of these PSUs vested in 2019. The remaining PSUs vested in early 2020 based on the achieved milestone. The following table summarizes equity-based compensation activity related to PSUs: Shares Weighted average grant date fair value per share Balance, January 1, 2021 281,735 $ 32.34 Granted (a) 58,247 $ 40.02 Shares vested (including tax withholding) (b)(c) (48,421) $ 39.24 Forfeited (c) (49,740) $ 41.02 Balance, December 31, 2021 241,821 $ 31.02 (a) The weighted average grant date fair value per share for the years ended December 31, 2020 and 2019 were $28.34 and $38.87, respectively. (b) Pursuant to the terms of the Incentive Plan, shares withheld by the Company for the payment of the employee's tax withholding related to shares vesting are added back to the pool of shares available for future awards. (c) Includes PSUs that were granted on December 31, 2019, that vested on December 31, 2021. The number of shares that vest are dependent on the minimum thresholds conditions. At December 31, 2021, there was $5.4 million of total unrecognized PSU expense. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.5 years for PSUs. After giving effect to all outstanding awards (assuming maximum achievement of performance goals for performance-based awards), there were 1,179,538 additional shares available for the Company to grant under the Incentive Plan as of December 31, 2021. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 14. Commitments and Contingencies Litigation A number of putative class action complaints are pending against the National Association of Realtors (“NAR”), Realogy Holdings Corp., HomeServices of America, Inc., RE/MAX, LLC and Keller Williams Realty, Inc. The first was filed on March 6, 2019, by plaintiff Christopher Moehrl in the United States District Court for the Northern District of Illinois (the “Moehrl Action”). Similar actions have been filed in various federal courts. The complaints make substantially similar allegations and seek substantially similar relief. For convenience, all of these lawsuits are collectively referred to as the “Moehrl-related suits.” In the Moehrl Action, the plaintiffs allege that a NAR rule requires brokers to make a blanket, non-negotiable offer of buyer broker compensation when listing a property, resulting in inflated costs to sellers in violation of federal antitrust law. They further allege that certain defendants use their agreements with franchisees to require adherence to the NAR rule in violation of federal antitrust law. Amended complaints added allegations regarding buyer steering and non-disclosure of buyer-broker compensation to the buyer. While similar to the Moehrl Action, the Moehrl-related suits also allege: state antitrust violations; unjust enrichment; harm to home buyers rather than sellers; violations of the Missouri Merchandising Practices Act; and claims against a multiple listing service (MLS) defendant rather than NAR. Among other requested relief, plaintiffs seek damages against the defendants and injunctive relief. The Company intends to vigorously defend against all claims. The Company may become involved in additional litigation or other legal proceedings concerning the same or similar claims. We are unable to predict whether resolution of these matters would have a material effect on our financial position or results of operations. On April 9, 2021, a putative class action claim was filed in the Federal Court of Canada against the Toronto Regional Real Estate Board (“TRREB”), The Canadian Real Estate Association (“CREA”), RE/MAX Ontario-Atlantic Canada Inc. (“RE/MAX OA”), which was acquired by the Company in July 2021 (see Note 6, Acquisitions, for additional information), Century 21 Canada Limited Partnership, Royal Lepage Real Estate Services Ltd., and many other real estate companies by the putative representative plaintiff, Mark Sunderland (the “Plaintiff”). The Plaintiff alleges that the Defendants and their co-conspirators conspired, agreed or arranged with each other to fix, maintain, increase, control, raise, or stabilize the rate of real estate buyers’ brokerages’ and salespersons’ commissions in respect of the purchase and sale of properties listed on TRREB’s multiple listing service system (the “Toronto MLS”); that the Defendants and their co-conspirators acted in furtherance of their conspiracy, agreement or arrangement to fix, maintain, increase, control, raise, or stabilize the rate of real estate buyers’ brokerages’ and salespersons’ commissions in respect of the purchase and sale of properties listed on the Toronto MLS; and violation of Part VI of the Competition Act, R.S.C. 1985, c. C-34 (“Competition Act”). Among other requested relief, Plaintiff seeks damages against the defendants and injunctive relief. RE/MAX OA denies the allegations in the claim and intends to vigorously defend the action. |
Defined-Contribution Savings Pl
Defined-Contribution Savings Plan | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021, 2020 and 2019, the Company recognized expense of $1.5 million, $1.0 million and $2.1 million, respectively, for matching contributions to the 401(k) Plan. During 2020, as part of a cost mitigation plan due to COVID-19, the Company suspended the matching contributions to the 401(k) Plan in the final three quarters of the year. The Company’s 401(k) matching contribution was reinstated in 2021. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Information | |
Segment Information | 16. Segment Information The Company operates under the following four operating segments: Real Estate, Mortgage, Marketing Funds, and Other. Mortgage does not meet the quantitative significance test; however, management has chosen to report results for the segment as it believes it will be a key driver of the Company’s future success. Management evaluates the operating results of its segments based upon revenue and adjusted earnings before interest, the provision for income taxes, depreciation and amortization and other non-cash and non-recurring cash charges or other items (“Adjusted EBITDA”). The Company’s presentation of Adjusted EBITDA may not be comparable to similar measures used by other companies. Except for the adjustments identified below in arriving at Adjusted EBITDA, the accounting policies of the reportable segments are the same as those described in Note 2, Summary of Significant Accounting Policies The following table presents revenue from external customers by segment (in thousands): Year Ended December 31, 2021 2020 2019 Continuing franchise fees (a) $ 110,613 $ 84,863 $ 95,854 Annual dues 35,549 35,075 35,409 Broker fees 65,456 50,028 45,990 Franchise sales and other revenue 23,506 20,826 22,383 Total Real Estate 235,124 190,792 199,636 Continuing franchise fees 7,891 5,354 4,074 Franchise sales and other revenue 2,160 1,256 468 Total Mortgage 10,051 6,610 4,542 Marketing Funds fees (a) 82,391 64,402 72,299 Other 2,135 4,197 5,816 Total revenue $ 329,701 $ 266,001 $ 282,293 (a) During the year ended December 31, 2020, Continuing franchise fees and Marketing Funds fees declined primarily due to the temporary COVID-19 related financial support programs offered to franchisees. The following table presents a reconciliation of Adjusted EBITDA by segment to income (loss) before provision for income taxes (in thousands): Year Ended December 31, 2021 2020 2019 Adjusted EBITDA: Real Estate $ 125,247 $ 96,079 $ 106,810 Adjusted EBITDA: Mortgage (5,321) (2,255) (2,709) Adjusted EBITDA: Other (249) (1,266) (586) Adjusted EBITDA: Consolidated 119,677 92,558 103,515 Gain (loss) on sale or disposition of assets, net (5) (600) (342) Loss on contract settlement (a) (40,900) — — Loss on extinguishment of debt (b) (264) — — Impairment charge - leased assets (c) — (7,902) — Impairment charge - goodwill (d) (5,123) — — Equity-based compensation expense (34,298) (16,267) (10,934) Acquisition-related expense (e) (17,422) (2,375) (1,127) Fair value adjustments to contingent consideration (f) (309) (814) (241) Other (1,057) 97 — Interest income 217 340 1,446 Interest expense (11,344) (9,223) (12,229) Depreciation and amortization (31,333) (26,106) (21,792) Income (loss) before provision for income taxes $ (22,161) $ 29,708 $ 58,296 (a) Represents the effective settlement of the pre-existing master franchise agreement with INTEGRA that was recognized with the acquisition. See Note 6, Acquisitions for additional information. (b) The loss was recognized in connection with the amended and restated Senior Secured Credit Facility. See Note 10, Debt for additional information. (c) Represents the impairment recognized on a portion of the Company’s corporate headquarters office building. See Note 3, Leases for additional information. (d) Lower than expected adoption rates of the First technology resulted in downward revisions to long-term forecasts, resulting in an impairment charge to the First reporting unit goodwill. See Note 8, Intangible Assets and Goodwill for additional information. (e) Acquisition-related expense includes personnel, legal, accounting, advisory and consulting fees incurred in connection with the evaluation, due diligence, execution and integration of acquisitions. (f) Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities. See Note 11, Fair Value Measurements for additional information. The following table presents total assets of the Company’s segments (in thousands): As of December 31, 2021 2020 Real Estate $ 674,034 $ 462,036 Marketing Funds 63,313 48,728 Mortgage 38,359 32,248 Other 427 3,356 Total assets $ 776,133 $ 546,368 Virtually all long-lived assets are within the United States. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements (“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 financial statements include the accounts of Holdings and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, the accompanying financial statements reflect all normal and recurring adjustments necessary to present fairly the Company’s financial position as of December 31, 2021 and 2020, the results of its operations and comprehensive income (loss), changes in its stockholders’ equity and its cash flows for the years ended December 31, 2021, 2020 and 2019. During 2021, the Company acquired the operating companies of INTEGRA. During 2020, the Company acquired Gadberry Group, LLC (“Gadberry”) and Wemlo, Inc. (“wemlo”). During 2019, the Company acquired First Leads, Inc. (“First”), and all of the regional and pan-regional advertising fund entities previously owned by its founder and Chairman of the Board of Directors, David Liniger. The results of operations, cash flows and financial position of these acquisitions are included in the financial statements from their respective dates of acquisition. See Note 6, Acquisitions, |
Use of Estimates | Use of Estimates The preparation of the accompanying 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 financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Segment Reporting | Segment Reporting The Company operates under the following segments: ● Real Estate – comprises the operations of the Company’s owned and independent global franchising operations under the RE/MAX brand and technology and data subscription revenue from the combination of RE/MAX data assets and Gadberry, which are now rebranded together as G73, and the First app, along with corporate-wide shared services expenses. ● Mortgage – comprises the operations of the Company’s mortgage brokerage franchising operations under the Motto brand and mortgage loan processing services and licensed software under the wemlo brand. Mortgage does not include any charges related to the corporate-wide shared services expenses. ● Marketing Funds – comprises the operations of the Company’s marketing campaigns designed to build and maintain brand awareness and the development and operation of agent marketing technology. This segment has no net income given the contractual restriction that all funds collected must be spent for designated purposes. ● Other – comprises other operations which, due to quantitative insignificance, do not meet the criteria of a reportable segment. See Note 16 for additional information about segment reporting. |
Principles of Consolidation | Principles of Consolidation Holdings consolidates RMCO and records a non-controlling interest in the accompanying Consolidated Balance Sheets and records net income (loss) attributable to the non-controlling interest and comprehensive income (loss) attributable to the non-controlling interest in the accompanying Consolidated Statements of Income (Loss) and Consolidated Statements of Comprehensive Income (Loss), respectively. |
Revenue Recognition | Revenue Recognition The Company generates most of its revenue from contracts with customers. The Company’s franchise agreements offer the following benefits to the franchisee: common use and promotion of RE/MAX and Motto trademarks; distinctive sales and promotional materials; access to technology; marketing tools and education; standardized supplies and other materials used in RE/MAX and Motto offices; and recommended procedures for operation of RE/MAX and Motto offices. The Company concluded that these benefits are highly related and all part of one performance obligation for each franchise agreement, a license of symbolic intellectual property that is billed through a variety of fees including continuing franchise fees, annual dues, broker fees, marketing funds fees and franchise sales, described below. The Company has other performance obligations associated with contracts with customers in other revenue for education, marketing and events, subscription revenue, loan processing revenue, and data services revenue. The method used to measure progress is over the passage of time for most streams of revenue. The following is a description of principal activities from which the Company generates its revenue. Continuing Franchise Fees Continuing franchise fees are fixed contractual fees paid monthly (a) by regional franchise owners in Independent Regions or franchisees in Company-Owned Regions based on the number of RE/MAX agents in the respective franchised region or office or (b) by Motto franchisees based on the number of open offices. Motto offices reach the full monthly billing once the Motto office has been open for 12 months. This revenue is recognized in the month for which the fee is billed. This revenue is a usage-based royalty as it is dependent on the number of RE/MAX agents or number of Motto open offices. Annual Dues Annual dues are a fixed membership fee paid annually by RE/MAX agents directly to the Company. The Company defers the annual dues revenue when billed and recognizes the revenue ratably over the 12-month period to which it relates. See the “Deferred Revenue” section below for a reconciliation of the activity in the Company’s deferred revenue for annual dues. Annual dues revenue is a usage-based royalty as it is dependent on the number of RE/MAX agents. (a) Broker Fees Broker fees are assessed against real estate commissions paid by customers when a RE/MAX agent buys or sells a property. Generally, the amount paid is 1% of the total commission on the transaction in most regions. Agents in Company-Owned Regions who joined RE/MAX prior to 2004, the year the Company began assessing broker fees, are generally “grandfathered” and continue to be exempt from paying a broker fee. Due to legacy price structures enacted when certain geographies were Independent Regions, broker fees in a limited number of locations (mainly Texas and parts of Canada) are capped at certain commission levels. Lastly, certain agents in Canada do not pay broker fees. As of December 31, 2021, approximately 26% of agents in the U.S. and Canada Company-owned Regions did not pay broker fees. Revenue from broker fees is a sales-based royalty and recognized in the month when a home sale transaction occurs. Motto franchisees do not pay any fees based on the number or dollar value of loans brokered. Marketing Funds Fees Marketing Funds fees are fixed contractual fees paid monthly by franchisees based on the number of RE/MAX agents in the respective franchised region or office or the number of Motto offices. These revenues are obligated to be used for marketing campaigns to build brand awareness and to support agent marketing technology. Amounts received into the Marketing Funds are recognized as revenue in the month for which the fee is billed. This revenue is a usage-based royalty as it is dependent on the number of RE/MAX agents or number of Motto offices. All assets of the Marketing Funds are contractually restricted for the benefit of franchisees, and the Company recognizes an equal and offsetting liability on the Company’s balance sheet for all amounts received. Additionally, this results in recording an equal and offsetting amount of expenses, against all revenues such that there is no impact to overall profitability of the Company from these revenues. In addition, advertising costs are expensed as incurred. Franchise Sales Franchise sales comprises revenue from the sale or renewal of franchises. A fee is charged upon a franchise sale or renewal. Those fees are deemed to be a part of the license of symbolic intellectual property and are recognized as revenue over the contractual term of the franchise agreement, which is typically 5 years for RE/MAX and 7 years for Motto franchise agreements. See the “Deferred Revenue” section below for a reconciliation of the activity in the Company’s deferred revenue for franchise sales. Other Revenue Other revenue is primarily from: ● Data service subscription revenue, which is recognized when the control of the products or services has transferred to the customer, which may occur at a point in time or over time, depending on the nature of the contract. ● Preferred marketing arrangements, which involves both flat fees paid in advance as well as revenue sharing, both of which are generally recognized over the period of the arrangement and are recorded net as the Company does not control the good or service provided. ● Technology products and subscription revenue, which charges a monthly fee to its customers or a periodic fee to agents who use the products or services. ● Event-based revenue from education and other programs, which is recognized when the event occurs and until then amounts collected are included in “Deferred revenue”. ● Mortgage loan processing revenue, which charges a flat fee per transaction which is recognized when a loan is closed. Deferred Revenue and Commissions Related to Franchise Sales Deferred revenue is primarily driven by Franchise sales and Annual dues, as discussed above, and is included in “Deferred revenue” and “Deferred revenue, net of current portion” on the Consolidated Balance Sheets. Other deferred revenue is primarily related to event-based revenue. The activity consists of the following (in thousands): Balance at Revenue Balance at beginning of period New billings recognized (a) end of period Franchise sales $ 25,069 $ 9,787 $ (8,813) $ 26,043 Annual dues 14,539 36,030 (35,549) 15,020 Other 5,538 14,054 (14,548) 5,044 $ 45,146 $ 59,871 $ (58,910) $ 46,107 (a) Revenue recognized related to the beginning balance for Franchise Sales and Annual Dues was $ 7.7 million and $13.4 million, respectfully, for the year ended December 31, 2021. Commissions paid on Franchise sales are recognized as an asset and amortized over the contract life of the franchise agreement. The activity in the Company’s capitalized contract costs for commissions (which are included in “other current assets” and “other assets, net of current portion” on the Consolidated Balance Sheets) consist of the following (in thousands): Balance at beginning of period Expense recognized Additions to contract cost for new activity Balance at end of period Year Ended December 31, 2021 $ 3,690 $ 2,390 $ (2,070) $ 4,010 Disaggregated Revenue In the following table, segment revenue is disaggregated by geographical area (in thousands): Year Ended December 31, 2021 2020 2019 U.S. Company-Owned Regions (a) $ 154,981 $ 126,406 $ 132,670 U.S. Independent Regions (a) 11,392 13,345 13,380 Canada Company-Owned Regions (a) 27,234 12,659 13,647 Canada Independent Regions (a) 6,510 8,301 8,187 Global 11,501 9,255 9,369 Fee revenue (b) 211,618 169,966 177,253 Franchise sales and other revenue (c) 23,506 20,826 22,383 Total Real Estate 235,124 190,792 199,636 U.S. (a) 68,662 57,974 64,906 Canada (a) 12,722 5,634 6,559 Global 1,007 794 834 Total Marketing Funds 82,391 64,402 72,299 Mortgage (d) 10,051 6,610 4,542 Other (d) 2,135 4,197 5,816 Total $ 329,701 $ 266,001 $ 282,293 (a) On July 21, 2021, the Company acquired INTEGRA. Fee revenue from these regions was previously recognized in the U.S. and Canada Independent Regions and Marketing Funds fees were not charged. See Note 6, Acquisitions, for more information related to this transaction. (b) Fee revenue includes Continuing franchise fees, Annual dues and Broker fees. (c) Franchise sales and other revenue is derived primarily within the U.S. (d) Revenue from Mortgage and Other are derived exclusively within the U.S. |
Transaction Price Allocated to the Remaining Performance Obligations | Transaction Price Allocated to the Remaining Performance Obligations The following table includes estimated revenue by year, excluding certain other immaterial items, expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands): 2022 2023 2024 2025 2026 Thereafter Total Annual dues $ 15,020 $ — $ — $ — $ — $ — $ 15,020 Franchise sales 7,094 5,761 4,562 3,298 1,904 3,424 26,043 Total $ 22,114 $ 5,761 $ 4,562 $ 3,298 $ 1,904 $ 3,424 $ 41,063 |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash All cash held by the Marketing Funds is contractually restricted. The following table reconciles the amounts presented for cash, both unrestricted and restricted, in the Consolidated Balance Sheets to the amounts presented in the Consolidated Statements of Cash Flows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 126,270 $ 101,355 Restricted cash 32,129 19,872 Total cash, cash equivalents and restricted cash $ 158,399 $ 121,227 |
Services Provided to the Marketing Funds by Real Estate | Services Provided to the Marketing Funds by Real Estate Real Estate charges the Marketing Funds for various services it performs. These services primarily comprise (a) building and maintaining agent marketing technology, including customer relationship management tools, the remax.com and remax.ca websites, agent, office and team websites, and mobile apps, (b) dedicated employees focused on marketing campaigns, and (c) various administrative services including customer support of technology, accounting and legal. Because these costs are ultimately paid by the Marketing Funds, they do not impact the net income (loss) of Holdings as the Marketing Funds have no reported net income. Costs charged from Real Estate to the Marketing Funds are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Technology - operating $ 13,396 $ 12,245 $ 6,244 Technology - capital 954 1,017 5,095 Marketing staff and administrative services 5,782 4,527 3,763 Total $ 20,132 $ 17,789 $ 15,102 |
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, lease costs, as well as expenses for outsourced technology services and expenses for marketing to customers, to expand the Company’s franchises. |
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 arising from monthly billings do not bear interest. The Company provides limited financing of certain franchise sales through the issuance of notes receivable with the associated interest recorded in “Interest income” in the accompanying Consolidated Statements of Income (Loss). Amounts collected on notes receivable are included in “Net cash provided by operating activities” in the accompanying Consolidated Statements of Cash Flows. The Company records estimates of expected credit losses against its accounts and notes receivable based on historical loss experience and reasonable and supportable forecasts. The general economic conditions effecting the Company’s customers, especially existing home sales, are expected to impact customers in a consistent manner. The allowance for doubtful accounts and notes is based on reasonable and supportable forecasts, historical experience, general economic conditions, and the credit quality of specific accounts. 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 (Loss). The activity in the Company’s allowances against accounts and notes receivable consists of the following (in thousands): Balance at beginning of period Charges/(benefits) to expense for changes in Allowance for doubtful accounts (a) Write-offs Balance at end of period Year Ended December 31, 2021 $ 11,724 $ (1,345) $ (815) $ 9,564 Year Ended December 31, 2020 $ 12,538 $ 2,903 $ (3,717) $ 11,724 Year Ended December 31, 2019 $ 7,980 $ 4,964 $ (406) $ 12,538 (a) Includes approximately ($0.4) million, $0.6 million and $1.5 million of (benefit)/expense attributable to the Marketing Funds for the years ended December 31, 2021, 2020 and 2019, respectively. |
Accumulated Other Comprehensive Income (Loss) and Foreign Currency Translation | Accumulated Other Comprehensive Income (Loss) 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, 2021, the Company, directly and through its franchisees, conducted operations in over 110 countries and territories, including the U.S. and Canada. The functional currency for the Company’s operations is the U.S. dollar, except for its Canadian subsidiaries for which it is the Canadian Dollar. Assets and liabilities of the Canadian subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of income (loss) 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 (loss),” and periodic changes are included in comprehensive income (loss). 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 (loss). 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 (Loss) as “Foreign currency transaction (losses) gains.” |
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 and upgrade and enhancement costs incurred during the application development stage that result in additional functionality are capitalized. Costs incurred during the preliminary project and post-implementation-operation stages are expensed as incurred. Capitalized software costs are generally amortized over a term of two 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, 2021, 2020 and 2019, there were no material 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 at the reporting unit level or whenever an event occurs that would indicate impairment may have occurred. Reporting units are driven by the level at which segment management reviews operating results. The Company performs its required impairment testing annually on October 1. 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 impairment test consists of comparing the estimated fair value of each reporting unit with its carrying amount, including goodwill. The fair value of a reporting unit is determined by forecasting results and applying and assumed discount rate to determine fair value as of the test date. 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. Goodwill impairment exists when the estimated implied fair value of a reporting unit’s goodwill is less than its carrying value. During 2021, the Company recorded a goodwill impairment in its First Leads, Inc. (“First”) reporting unit in the Real Estate segment. See Note 8, Intangible Assets and Goodwill |
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 likely 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 (Loss). 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. The share of U.S. income allocable to Holdings results in a provision for income taxes for the federal and state taxes on that portion of income. The share of U.S. income allocable to RIHI does not result in a provision for income taxes for federal and state taxes given Holdings does not consolidate RIHI. RMCO is subject to certain global withholding taxes, which are ultimately allocated to both Holdings and RIHI since they are paid by RMCO. Beginning with the INTEGRA acquisition in July 2021, RMCO owns two corporate subsidiaries, which unlike RMCO are not pass-through entities. Income in those corporations is taxed at the corporate level, resulting in a provision for income taxes on 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. |
Leases | Leases The Company determines if an arrangement is a lease at inception. The Company’s operating lease agreements are primarily for corporate office space and are included within “Operating lease right of use assets”, “Operating lease liabilities” and “Operating lease liabilities, net of current portion’ on the Consolidated Balance Sheets. The Company’s lease liabilities represent the obligation to make lease payments arising from the leases and right of use (“ROU”) assets are recognized as an offset at lease inception. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments consist of non-lease services related to the lease. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Many of the Company’s lessee agreements include options to extend the lease, which is not included in the minimum lease terms unless they are reasonably certain to be exercised. Rent expense for lease payments related to operating leases (which is substantially all of the Company’s leases) is recognized on a straight-line basis over the lease term and is recorded to “Selling, operating and administrative expenses’ in the Consolidated Statements of Income (Loss). The Company has made an accounting policy election not to recognize ROU assets and lease liabilities that arise from any of its short-term leases. All leases with a term of 12 months or less at commencement, for which the Company is not reasonably certain to exercise available renewal options that would extend the lease term past 12 months, are recognized on a straight-line basis over the lease term. |
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 (Loss). 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 13, Equity-Based Compensation, for additional discussion regarding details of the Company’s equity-based compensation plans. |
Foreign Currency Derivatives | Foreign Currency Derivatives The Company is exposed to foreign currency transaction gains and losses related to certain foreign currency denominated asset and liability positions, with the Canadian dollar representing the most significant exposure primarily from an intercompany Canadian loan between RMCO and the new Canadian entity for INTEGRA. The Company uses short duration foreign currency forward contracts, generally with maturities ranging from a few days to a few months, to minimize its exposures related to foreign currency exchange rate fluctuations. None of these contracts are designated as accounting hedges as the underlying currency positions are revalued through “Foreign currency transaction gains (losses)” on the Consolidated Statements of Income (Loss) along with the related derivative contracts. As of December 31, 2021, the Company had an aggregate U.S. dollar equivalent of $58.5 million notional amount of Canadian dollar forward contracts to hedge these exposures. |
New Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU“) 2018-15, Intangibles – Goodwill and Other Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract, which clarifies that implementation costs incurred by customers in cloud computing arrangements are deferred if they would be capitalized by customers in the software licensing arrangements under the internal-use software guidance. ASU 2018-15 also clarifies that any capitalized costs should not be recorded to “Depreciation and amortization” in the Consolidated Statements of Income (Loss). The Company adopted this standard effective January 1, 2020 prospectively to all new implementation costs incurred after adoption. The amendments of ASU 2018-15 did not have a significant impact on the Company’s consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), which eliminates certain disclosure requirements for fair value measurements and requires new or modified disclosures. ASU 2018-13 became effective for the Company on January 1, 2020. This new guidance was applied on a prospective basis. The amendments of ASU 2018-13 did not have a significant impact on the Company’s consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires earlier recognition of credit losses on loans, held-to-maturity securities, and certain other financial assets. ASU 2016-13 replaces the current incurred loss model with a model requiring entities to estimate expected credit losses over the life of the financial instrument based on both historical information as well as reasonable and supportable forecasts. The FASB requires entities to use a modified retrospective transition approach, in which an adjustment is made to beginning retained earnings for the cumulative effect of adopting the standard. ASU 2016-13 became effective for the Company on January 1, 2020. The standard had an immaterial effect on the Company’s credit losses at transition and no New Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), which contains temporary optional expedients and exceptions to the guidance in U.S. GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The new guidance is effective upon issuance and may be adopted on any date on or after March 12, 2020. The relief is temporary and only available until December 31, 2022, when the reference rate replacement activity is expected to have completed. The Company believes the amendments of ASU 2020-04 will not have a significant impact on the Company’s consolidated financial statements and related disclosures as the Company does not currently engage in interest rate hedging of its LIBOR based debt, nor does it believe it has any material contracts tied to LIBOR other than its Senior Secured Credit Agreement, as discussed in Note 10, Debt In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805)- Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires entities to recognize and measure contract assets (commissions related to franchise sales) and contract liabilities (deferred revenue) acquired in a business combination in accordance with ASC 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. This would impact our Independent Region acquisitions and could have a material effect depending on the acquisition size as the fair value for the Company of these items are typically nominal at acquisition date. There would be no impact to cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |
Schedule of deferred revenue for franchise sales and annual dues | The activity consists of the following (in thousands): Balance at Revenue Balance at beginning of period New billings recognized (a) end of period Franchise sales $ 25,069 $ 9,787 $ (8,813) $ 26,043 Annual dues 14,539 36,030 (35,549) 15,020 Other 5,538 14,054 (14,548) 5,044 $ 45,146 $ 59,871 $ (58,910) $ 46,107 (a) Revenue recognized related to the beginning balance for Franchise Sales and Annual Dues was $ 7.7 million and $13.4 million, respectfully, for the year ended December 31, 2021. |
Schedule of commissions related to franchise sales | The activity in the Company’s capitalized contract costs for commissions (which are included in “other current assets” and “other assets, net of current portion” on the Consolidated Balance Sheets) consist of the following (in thousands): Balance at beginning of period Expense recognized Additions to contract cost for new activity Balance at end of period Year Ended December 31, 2021 $ 3,690 $ 2,390 $ (2,070) $ 4,010 |
Schedule of disaggregated revenue | In the following table, segment revenue is disaggregated by geographical area (in thousands): Year Ended December 31, 2021 2020 2019 U.S. Company-Owned Regions (a) $ 154,981 $ 126,406 $ 132,670 U.S. Independent Regions (a) 11,392 13,345 13,380 Canada Company-Owned Regions (a) 27,234 12,659 13,647 Canada Independent Regions (a) 6,510 8,301 8,187 Global 11,501 9,255 9,369 Fee revenue (b) 211,618 169,966 177,253 Franchise sales and other revenue (c) 23,506 20,826 22,383 Total Real Estate 235,124 190,792 199,636 U.S. (a) 68,662 57,974 64,906 Canada (a) 12,722 5,634 6,559 Global 1,007 794 834 Total Marketing Funds 82,391 64,402 72,299 Mortgage (d) 10,051 6,610 4,542 Other (d) 2,135 4,197 5,816 Total $ 329,701 $ 266,001 $ 282,293 (a) On July 21, 2021, the Company acquired INTEGRA. Fee revenue from these regions was previously recognized in the U.S. and Canada Independent Regions and Marketing Funds fees were not charged. See Note 6, Acquisitions, for more information related to this transaction. (b) Fee revenue includes Continuing franchise fees, Annual dues and Broker fees. (c) Franchise sales and other revenue is derived primarily within the U.S. (d) Revenue from Mortgage and Other are derived exclusively within the U.S. |
Schedule of transaction price allocated to the remaining performance obligations | The following table includes estimated revenue by year, excluding certain other immaterial items, expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands): 2022 2023 2024 2025 2026 Thereafter Total Annual dues $ 15,020 $ — $ — $ — $ — $ — $ 15,020 Franchise sales 7,094 5,761 4,562 3,298 1,904 3,424 26,043 Total $ 22,114 $ 5,761 $ 4,562 $ 3,298 $ 1,904 $ 3,424 $ 41,063 |
Schedule of reconciliation of cash, both unrestricted and restricted | The following table reconciles the amounts presented for cash, both unrestricted and restricted, in the Consolidated Balance Sheets to the amounts presented in the Consolidated Statements of Cash Flows (in thousands): December 31, 2021 2020 Cash and cash equivalents $ 126,270 $ 101,355 Restricted cash 32,129 19,872 Total cash, cash equivalents and restricted cash $ 158,399 $ 121,227 |
Schedule of cost charges to intersegment | Costs charged from Real Estate to the Marketing Funds are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Technology - operating $ 13,396 $ 12,245 $ 6,244 Technology - capital 954 1,017 5,095 Marketing staff and administrative services 5,782 4,527 3,763 Total $ 20,132 $ 17,789 $ 15,102 |
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): Balance at beginning of period Charges/(benefits) to expense for changes in Allowance for doubtful accounts (a) Write-offs Balance at end of period Year Ended December 31, 2021 $ 11,724 $ (1,345) $ (815) $ 9,564 Year Ended December 31, 2020 $ 12,538 $ 2,903 $ (3,717) $ 11,724 Year Ended December 31, 2019 $ 7,980 $ 4,964 $ (406) $ 12,538 (a) Includes approximately ($0.4) million, $0.6 million and $1.5 million of (benefit)/expense attributable to the Marketing Funds for the years ended December 31, 2021, 2020 and 2019, respectively. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of lease cost and other information | A summary of the Company’s lease cost is as follows (in thousands, except for weighted-averages): Year Ended December 31, 2021 2020 2019 Lease Cost Operating lease cost (a) $ 11,565 $ 12,085 $ 12,259 Sublease income (1,999) (1,434) (1,508) Short-term lease cost (b) 5,436 5,959 6,495 Total lease cost $ 15,002 $ 16,610 $ 17,246 Other information Cash paid for amounts included in the measurement of lease liabilities Operating cash outflows from operating leases 9,071 8,520 8,507 Weighted-average remaining lease term in years - operating leases 6.4 7.4 8.4 Weighted-average discount rate - operating leases 6.3 % 6.3 % 6.3 % (a) Includes approximately $3.5 million, $3.6 million and $3.7 million of taxes, insurance and maintenance for the years ended December 31, 2021, 2020, and 2019 respectively. (b) Includes expenses associated with short-term leases of billboard advertisements and is included in “Marketing Funds expenses” on the Consolidated Statements of Income (Loss) for the years ended December 31, 2021, 2020 and 2019. |
Schedule of maturities of lease liabilities under non-cancellable leases | Maturities under non-cancellable leases were as follows (in thousands): Rent Payments Sublease Receipts Total Cash Outflows Year ending December 31: 2022 $ 9,387 (1,200) $ 8,187 2023 9,716 (1,311) 8,405 2024 9,968 (1,273) 8,695 2025 10,176 (331) 9,845 2026 10,263 (166) 10,097 Thereafter 14,453 (222) 14,231 Total lease payments $ 63,963 $ (4,503) $ 59,460 Less: imputed interest 11,687 Present value of lease liabilities $ 52,276 |
Non-controlling Interest (Table
Non-controlling Interest (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest | |
Summary of Ownership of the Common Units | Holdings is the sole managing member of RMCO and operates and controls all the business affairs of RMCO. The ownership of the common units in RMCO is summarized as follows: As of December 31, 2021 2020 Shares Ownership % Shares Ownership % Non-controlling interest ownership of common units in RMCO 12,559,600 40.0 % 12,559,600 40.6 % Holdings outstanding Class A common stock (equal to Holdings common units in RMCO) 18,806,194 60.0 % 18,390,691 59.4 % Total common units in RMCO 31,365,794 100.0 % 30,950,291 100.0 % |
Reconciliation from Income Before Provision for Income Taxes to Net Income | A reconciliation of “Income (loss) before provision for income taxes” to “Net income (loss) attributable to RE/MAX Holdings, Inc.” and “Net Income attributable to non-controlling interest” in the accompanying Consolidated Statements of Income (Loss) for the periods indicated is detailed as follows (in thousands, except percentages): Year Ended December 31, 2021 2020 2019 Non- Non- Non- RE/MAX controlling RE/MAX controlling RE/MAX controlling Holdings, Inc. interest Total Holdings, Inc. interest Total Holdings, Inc. interest Total Weighted average ownership percentage of RMCO (a) 59.8 % 40.2 % 100.0 % 59.1 % 40.9 % 100.0 % 58.6 % 41.4 % 100.0 % Income (loss) before provision for income taxes (a) $ (13,424) $ (8,737) $ (22,161) $ 17,588 $ 12,120 $ 29,708 $ 34,163 $ 24,133 $ 58,296 (Provision) / benefit for income taxes (b)(c) (2,192) (267) (2,459) (6,338) (2,824) (9,162) (8,883) (2,099) (10,982) Net income (loss) $ (15,616) $ (9,004) $ (24,620) $ 11,250 $ 9,296 $ 20,546 $ 25,280 $ 22,034 $ 47,314 (a) The weighted average ownership percentage of RMCO differs from the allocation of income (loss) before provision for income taxes between RE/MAX Holdings and the non-controlling interest due to certain relatively insignificant items recorded at RE/MAX Holdings. (b) The provision for income taxes attributable to Holdings is primarily comprised of U.S. federal and state income taxes on its proportionate share of the pass-through income (loss) from RMCO. It also includes Holdings’ share of taxes directly incurred by RMCO and its subsidiaries, including taxes in certain foreign jurisdictions. See Note 12, Income Taxes, for additional information. (c) The provision for income taxes attributable to the non-controlling interest represents its share of taxes incurred by RMCO and its subsidiaries (both foreign taxes and taxes from non-flow through subsidiaries). Otherwise, because RMCO is a flow-through entity, there is no U.S. federal and state income tax provision recorded on the non-controlling interest. Amounts shown for the year ended December 31, 2021 include a reversal of an uncertain tax position, the majority of which was allocated to the non-controlling interest (see Note 12, Income Taxes for additional information). |
Distributions Paid or Payable | The distributions paid or payable to non-controlling unitholders are summarized as follows (in thousands): Year Ended December 31, 2021 2020 Tax and other distributions $ 2,650 $ 3,006 Dividend distributions 11,556 11,052 Total distributions to non-controlling unitholders $ 14,206 $ 14,058 |
Earnings (Loss) Per Share and_2
Earnings (Loss) Per Share and Dividends (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings (Loss) 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, 2021 2020 2019 Numerator Net income (loss) attributable to RE/MAX Holdings, Inc. $ (15,616) $ 11,250 $ 25,280 Denominator for basic net income (loss) per share of Class A common stock Weighted average shares of Class A common stock outstanding 18,690,442 18,170,348 17,812,065 Denominator for diluted net income (loss) per share of Class A common stock Weighted average shares of Class A common stock outstanding 18,690,442 18,170,348 17,812,065 Add dilutive effect of the following: Restricted stock (a) — 153,898 55,687 Weighted average shares of Class A common stock outstanding, diluted 18,690,442 18,324,246 17,867,752 Earnings (loss) per share of Class A common stock Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock, basic $ (0.84) $ 0.62 $ 1.42 Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock, diluted $ (0.84) $ 0.61 $ 1.41 (a) As the Company had a net loss for the year ended December 31, 2021, these shares would have been considered anti-dilutive and therefore there is no effect on the weighted average shares of Class A common stock outstanding EPS calculation. |
Schedule of Dividends Declared and Paid Quarterly per Share | Dividends declared and paid during each quarter ended per share on all outstanding shares of Class A common stock were as follows (in thousands, except per share information): Year Ended December 31, 2021 2020 2019 Quarter end declared Date paid Per share Date paid Per share Date paid Per share March 31 March 17, 2021 $ 0.23 March 18, 2020 $ 0.22 March 20, 2019 $ 0.21 June 30 June 2, 2021 0.23 June 2, 2020 0.22 May 29, 2019 0.21 September 30 August 31, 2021 0.23 September 2, 2020 0.22 August 28, 2019 0.21 December 31 December 1, 2021 0.23 December 2, 2020 0.22 November 27, 2019 0.21 $ 0.92 $ 0.88 $ 0.84 |
Acquisitions (Tables)
Acquisitions (Tables) - RE/MAX INTEGRA North America Region Asset Acquisition | 12 Months Ended |
Dec. 31, 2021 | |
Business Acquisition [Line Items] | |
Summary of the allocation of the purchase price to the fair value of assets acquired and liabilities assumed | The following table summarizes the preliminary allocation of the purchase price (net of settlement loss) to the fair value of assets acquired and liabilities assumed for the acquisition (in thousands): Cash and cash equivalents and restricted cash $ 14,098 Accounts and notes receivable, net 6,610 Income taxes receivable 494 Other current assets 502 Property and equipment 63 Franchise agreements (a) 92,250 Other intangible assets, net (a) 9,200 Other assets, net of current portion 1,930 Goodwill (b) 108,938 Accounts payable (3,461) Accrued liabilities (14,045) Income taxes payable (2,882) Deferred revenue (824) Deferred tax liabilities, net (16,573) Other liabilities, net of current portion (2,200) Total purchase price allocated to assets and liabilities 194,100 Loss on contract settlement 40,900 Total consideration $ 235,000 (a) The Company expects to amortize the acquired Franchise agreements over a weighted average useful life of approximately 12 years and the non-compete agreements included in Other intangible assets, net over a useful life of 5 years using the straight-line method. (b) The excess of the total purchase price over the fair value of the identifiable assets acquired was recorded as goodwill. The goodwill is attributable to expected synergies and projected long-term revenue growth for the RE/MAX network. The Company expects 50% of the goodwill in Canada but none in the U.S. to be deductible for tax purposes. |
Summary of Unaudited Pro Forma Information | The pro forma information presented below is for illustrative purposes only and 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 (in thousands). Year Ended December 31 2021 2020 Total revenue $ 356,489 $ 309,480 Net income (loss) attributable to RE/MAX Holdings, Inc. $ (16,092) $ 6,493 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property and Equipment | |
Property and Equipment | Property and equipment consist of the following (in thousands): As of December 31, Depreciable Life 2021 2020 Leasehold improvements Shorter of estimated useful life or life of lease $ 5,989 $ 4,707 Office furniture, fixtures and equipment 2 - 10 years 16,115 17,896 Total property and equipment 22,104 22,603 Less accumulated depreciation (9,418) (14,731) Total property and equipment, net $ 12,686 $ 7,872 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 As of December 31, 2020 Amortization Initial Accumulated Net Initial Accumulated Net Period Cost Amortization Balance Cost Amortization Balance Franchise agreements 12.7 $ 267,770 $ (123,938) $ 143,832 $ 176,354 $ (106,552) $ 69,802 Other intangible assets: Software (a) 4.1 $ 51,368 $ (29,682) $ 21,686 $ 44,389 $ (18,926) $ 25,463 Trademarks 8.3 2,356 (1,533) 823 2,325 (1,274) 1,051 Non-compete agreements 5.0 13,100 (4,563) 8,537 3,920 (2,814) 1,106 Training materials 5.0 2,400 (1,600) 800 2,400 (1,120) 1,280 Other 6.6 1,670 (986) 684 1,670 (601) 1,069 Total other intangible assets 4.5 $ 70,894 $ (38,364) $ 32,530 $ 54,704 $ (24,735) $ 29,969 (a) As of December 31, 2021 and 2020, capitalized software development costs of $1.9 million and $1.4 million, respectively, were related to technology projects not yet 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, 2021, the estimated future amortization expense related to intangible assets includes the estimated amortization expense associated with the Company’s intangible assets assumed with the Company’s acquisitions (in thousands): As of December 31, 2021 2022 $ 32,143 2023 28,178 2024 24,694 2025 19,691 2026 14,660 Thereafter 56,996 $ 176,362 |
Schedule of changes to goodwill | The following table presents changes to goodwill by reportable segment for the period from January 1, 2020 to December 31, 2021(in thousands): Real Estate Mortgage Total Balance, January 1, 2020 $ 136,761 $ 11,800 $ 148,561 Goodwill recognized from acquisitions 9,893 6,833 16,726 Effect of changes in foreign currency exchange rates 71 — 71 Balance, January 1, 2021 $ 146,725 $ 18,633 $ 165,358 Purchase price adjustments 133 — 133 Goodwill recognized from acquisitions 108,938 — 108,938 Impairment charge (5,123) — (5,123) Effect of changes in foreign currency exchange rates (191) — (191) Balance, December 31, 2021 $ 250,482 $ 18,633 $ 269,115 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Liabilities. | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): As of December 31, 2021 2020 Marketing Funds (a) $ 61,997 $ 48,452 Accrued payroll and related employee costs 22,634 10,692 Accrued taxes 2,053 2,491 Accrued professional fees 3,660 1,806 Other 6,424 5,130 $ 96,768 $ 68,571 (a) Consists primarily of liabilities recognized to reflect the contractual restriction that all funds collected in the Marketing Funds must be spent for designated purposes. See Note 2, Summary of Significant Accounting Policies, for additional information. Also includes the additional liabilities recognized due to the acquired Marketing Funds. |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt | |
Schedule of debt | Debt, net of current portion, consists of the following (in thousands): As of December 31, 2021 2020 Senior Secured Credit Facility $ 457,700 $ 225,013 Other long-term financing — 78 Less unamortized debt issuance costs (4,168) (882) Less unamortized debt discount costs (1,473) (644) Less current portion (4,600) (2,428) $ 447,459 $ 221,137 |
Schedule of Maturities of Debt | Maturities of debt are as follows (in thousands): As of December 31, 2021 2022 $ 4,600 2023 4,600 2024 4,600 2025 4,600 2026 4,600 Thereafter 434,700 $ 457,700 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 is as follows (in thousands): As of December 31, 2021 As of December 31, 2020 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Liabilities Motto contingent consideration (a) $ 4,530 $ — $ — $ 4,530 $ 4,750 $ — $ — $ 4,750 Gadberry contingent consideration (a) 1,250 — — 1,250 1,590 — — 1,590 Contingent consideration (a) $ 5,780 $ — $ — $ 5,780 $ 6,340 $ — $ — $ 6,340 (a) Recorded as a component of “Accrued liabilities” and “Other liabilities, net of current portion” in the accompanying Consolidated Balance Sheets. |
Reconciliation of the contingent consideration | The table below presents a reconciliation of the contingent consideration (in thousands): Total Balance at January 1, 2020 $ 5,005 Fair value adjustments 814 Acquisitions – Gadberry 930 Cash payments (409) Balance at January 1, 2021 $ 6,340 Fair value adjustments 309 Cash payments (869) Balance at December 31, 2021 $ 5,780 |
Summary of carrying value and fair value of senior secured credit facility | The following table summarizes the carrying value and estimated fair value of the Senior Secured Credit Facility (in thousands): As of December 31, 2021 2020 Carrying Amount Fair Value Level 2 Carrying Amount Fair Value Level 2 Senior Secured Credit Facility $ 452,059 $ 454,267 $ 223,487 $ 223,887 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes | |
Schedule of Income Before Provision for Income Taxes | “Income (loss) before provision for income taxes” as shown in the accompanying Consolidated Statements of Income (Loss) is comprised of the following (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ (53,152) $ 15,515 $ 44,874 Foreign 30,991 14,193 13,422 Total $ (22,161) $ 29,708 $ 58,296 |
Schedule of Components of Provision for Income Taxes | Components of the “Provision for income taxes” in the accompanying Consolidated Statements of Income (Loss) consist of the following (in thousands): Year Ended December 31, 2021 2020 2019 Current Federal $ 798 $ 2,265 $ 2,533 Foreign 3,556 4,418 4,929 State and local 633 580 1,137 Total current expense 4,987 7,263 8,599 Deferred expense Federal (840) 1,288 2,157 Foreign (752) 351 (142) State and local (936) 260 368 Total deferred expense (2,528) 1,899 2,383 Provision for income taxes $ 2,459 $ 9,162 $ 10,982 |
Schedule of Reconciliation of U.S. Statutory Income Tax Rate to Company's Effective Tax Rate | A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2021 2020 2019 U.S. statutory tax rate 21.0 % 21.0 % 21.0 % State and local taxes, net of federal benefit 3.1 3.1 3.1 Income attributable to non-controlling interests (a) (9.3) (9.9) (10.0) Subtotal 14.8 % 14.2 % 14.1 % Non-creditable foreign and domestic taxes - non-controlling interest (b) (c) (7.0) 5.1 2.8 Non-creditable foreign taxes - RE/MAX Holdings (c) (d) (3.7) 2.1 1.1 Foreign derived intangible income deduction (c) 4.4 (3.1) (1.5) Other permanent differences (1.2) 2.0 0.7 Uncertain tax positions 6.1 1.9 1.0 Loss on contract settlement (e) (26.7) — — Adjustments to state taxes (f) 3.9 — — 162(m) compensation limitation (1.8) — — Conversions of acquired C-Corporations to pass-through entities (g) — 8.4 — Other 0.1 0.2 0.6 (11.1) % 30.8 % 18.8 % (a) Given the majority of the Company’s income is generated via a pass-through entity of which the non-controlling interest owns approximately 40.0%, that proportion of the Company’s income is not subject to U.S. or state income tax rates. (b) Approximately 40.0% of foreign taxes paid at the RMCO level and corporate subsidiary taxes are attributable to the non-controlling interest. As a result, these taxes are not creditable against the U.S. taxes of Holdings. (c) The percentage impact of these items switched directionally as compared to 2020 because the Company’s pre-tax net income changed from positive to negative from 2020 to 2021 while the underlying tax or deduction was relatively unchanged. (d) While a portion of our foreign taxes are creditable within the U.S., most of the taxes we pay in Canada are not creditable. (e) Loss on contract settlement is a result of the acquisition of INTEGRA and is not recognized for US income tax purposes. (f) As a result of the acquisition of INTEGRA, the state filing footprint of RE/MAX has changed which has modified the blended state rate and resulted in a small remeasurement of our net deferred tax assets. (g) In 2020, the Company converted wemlo and First from C Corporations to flow-through entities, which triggered taxable gains. These conversions are expected to provide long-term tax benefits, both additional amortization and avoiding double taxation on profits. |
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, 2021 2020 Long-term deferred tax assets Goodwill, other intangibles and other assets $ 39,531 $ 41,924 Imputed interest deduction pursuant to tax receivable agreements 2,241 2,306 Operating lease liabilities 2,362 2,671 Compensation and benefits (a) 5,904 3,237 Allowance for doubtful accounts 1,167 1,429 Contingent consideration liability 839 1,034 Deferred revenue 3,953 3,891 Foreign tax credit carryforward 4,510 2,996 Net operating loss carryforward (b) 653 — Other 1,034 817 Total long-term deferred tax assets 62,194 60,305 Valuation allowance (c) (7,671) (6,834) Total long-term deferred tax assets, net of valuation allowance 54,523 53,471 Long-term deferred tax liabilities Property and equipment and other long lived assets (1,239) (1,577) Goodwill, other intangibles and other assets (a) (15,499) — Other (1,170) (1,682) Total long-term deferred tax liabilities (17,908) (3,259) Net long-term deferred tax assets 36,615 50,212 Total deferred tax assets and liabilities $ 36,615 $ 50,212 (a) Amounts as of December 31, 2021 include deferred tax liabilities related to the acquisition of INTEGRA’s U.S. and Canadian subsidiaries. (b) Net operating loss for the Company’s Canadian subsidiary. (c) Includes a valuation allowance on deferred tax assets for goodwill and other intangibles in the Company’s Western Canada operations, as well as foreign tax credit carryforwards. |
Schedule of unrecognized tax benefits | Uncertain tax position liabilities represent the aggregate tax effect of differences between the tax return positions and the amounts otherwise recognized in the consolidated financial statements and are recognized in “Income taxes payable” in the Consolidated Balance Sheets. A reconciliation of the beginning and ending amount, excluding interest and penalties is as follows: As of December 31, 2021 2020 Balance, January 1 $ 5,300 $ 4,810 Increases related to prior period tax positions 96 490 Decrease related to prior year tax positions (815) — Increase related to tax positions from acquired companies 1,587 — Settlements (4,944) — Foreign currency transaction (gains) losses 363 — Balance, December 31 $ 1,587 $ 5,300 (a) Excludes accrued interest and penalties of $0.6 million and $2.3 million for the years ended December 31, 2021 and 2020, respectively. These related interest and penalties are recognized in “Income taxes payable” within the Consolidated Balance Sheets. |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Employee Stock-Based Compensation Expense | Employee stock-based compensation expense under the Company’s Incentive Plan, net of the amount capitalized in internally developed software, is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Expense from time-based awards (a)(b) $ 21,042 $ 12,224 $ 7,554 Expense from performance-based awards (a)(c) 6,073 2,150 (179) Expense from bonus to be settled in shares (d) 7,183 1,925 3,788 Equity-based compensation capitalized — (32) (229) Equity-based compensation expense 34,298 16,267 10,934 Tax deficit / (benefit) from equity-based compensation (5,052) (2,308) (1,548) Deficit / (excess) tax benefit from equity-based compensation (121) 378 55 Net compensation cost $ 29,125 $ 14,337 $ 9,441 (a) Includes significant amounts of awards granted to employees and former owners of acquired companies at the time of acquisition. (b) During the year ended December 31, 2021, the Company recognized $5.5 million of expense as a result of the acceleration of grants that were issued to two employees of an acquired company who departed during the first quarter of 2021. (c) Expense recognized for performance-based awards is re-assessed each quarter based on expectations of achievement against the performance conditions. The acquisition of INTEGRA significantly increased the expected performance against the revenue performance condition resulting in an increase in expense for those awards. (d) A portion of the annual corporate bonus earned is to be settled in shares. These amounts are recognized as “Accrued liabilities” in the accompanying- Consolidated Balance Sheets and are not included in “Additional paid-in capital” until the shares are issued. |
Time-based awards | |
Schedule of Restricted Stock Units | The following table summarizes equity-based compensation activity related to time-based restricted stock units and restricted stock awards: Shares Weighted average grant date fair value per share Balance, January 1, 2021 1,018,008 $ 36.74 Granted (a) 269,315 $ 39.14 Shares vested (including tax withholding) (b) (498,446) $ 37.78 Forfeited (32,716) $ 36.77 Balance, December 31, 2021 756,161 $ 36.91 (a) The weighted average grant date fair value per share for the years ended December 31, 2020 and 2019 were $33.05 and $38.43, respectively. (b) Pursuant to the terms of the Incentive Plan, shares withheld by the Company for the payment of the employee's tax withholding related to shares vesting are added back to the pool of shares available for future awards. |
Performance-based awards | |
Schedule of Restricted Stock Units | The following table summarizes equity-based compensation activity related to PSUs: Shares Weighted average grant date fair value per share Balance, January 1, 2021 281,735 $ 32.34 Granted (a) 58,247 $ 40.02 Shares vested (including tax withholding) (b)(c) (48,421) $ 39.24 Forfeited (c) (49,740) $ 41.02 Balance, December 31, 2021 241,821 $ 31.02 (a) The weighted average grant date fair value per share for the years ended December 31, 2020 and 2019 were $28.34 and $38.87, respectively. (b) Pursuant to the terms of the Incentive Plan, shares withheld by the Company for the payment of the employee's tax withholding related to shares vesting are added back to the pool of shares available for future awards. (c) Includes PSUs that were granted on December 31, 2019, that vested on December 31, 2021. The number of shares that vest are dependent on the minimum thresholds conditions. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Information | |
Schedule of Revenue from External Customers By Segment | The following table presents revenue from external customers by segment (in thousands): Year Ended December 31, 2021 2020 2019 Continuing franchise fees (a) $ 110,613 $ 84,863 $ 95,854 Annual dues 35,549 35,075 35,409 Broker fees 65,456 50,028 45,990 Franchise sales and other revenue 23,506 20,826 22,383 Total Real Estate 235,124 190,792 199,636 Continuing franchise fees 7,891 5,354 4,074 Franchise sales and other revenue 2,160 1,256 468 Total Mortgage 10,051 6,610 4,542 Marketing Funds fees (a) 82,391 64,402 72,299 Other 2,135 4,197 5,816 Total revenue $ 329,701 $ 266,001 $ 282,293 (a) During the year ended December 31, 2020, Continuing franchise fees and Marketing Funds fees declined primarily due to the temporary COVID-19 related financial support programs offered to franchisees. |
Schedule of Revenue and Adjusted EBITDA of the Company's Reportable Segment | The following table presents a reconciliation of Adjusted EBITDA by segment to income (loss) before provision for income taxes (in thousands): Year Ended December 31, 2021 2020 2019 Adjusted EBITDA: Real Estate $ 125,247 $ 96,079 $ 106,810 Adjusted EBITDA: Mortgage (5,321) (2,255) (2,709) Adjusted EBITDA: Other (249) (1,266) (586) Adjusted EBITDA: Consolidated 119,677 92,558 103,515 Gain (loss) on sale or disposition of assets, net (5) (600) (342) Loss on contract settlement (a) (40,900) — — Loss on extinguishment of debt (b) (264) — — Impairment charge - leased assets (c) — (7,902) — Impairment charge - goodwill (d) (5,123) — — Equity-based compensation expense (34,298) (16,267) (10,934) Acquisition-related expense (e) (17,422) (2,375) (1,127) Fair value adjustments to contingent consideration (f) (309) (814) (241) Other (1,057) 97 — Interest income 217 340 1,446 Interest expense (11,344) (9,223) (12,229) Depreciation and amortization (31,333) (26,106) (21,792) Income (loss) before provision for income taxes $ (22,161) $ 29,708 $ 58,296 (a) Represents the effective settlement of the pre-existing master franchise agreement with INTEGRA that was recognized with the acquisition. See Note 6, Acquisitions for additional information. (b) The loss was recognized in connection with the amended and restated Senior Secured Credit Facility. See Note 10, Debt for additional information. (c) Represents the impairment recognized on a portion of the Company’s corporate headquarters office building. See Note 3, Leases for additional information. (d) Lower than expected adoption rates of the First technology resulted in downward revisions to long-term forecasts, resulting in an impairment charge to the First reporting unit goodwill. See Note 8, Intangible Assets and Goodwill for additional information. (e) Acquisition-related expense includes personnel, legal, accounting, advisory and consulting fees incurred in connection with the evaluation, due diligence, execution and integration of acquisitions. (f) Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities. See Note 11, Fair Value Measurements for additional information. |
Summary of Total Assets by Segment | The following table presents total assets of the Company’s segments (in thousands): As of December 31, 2021 2020 Real Estate $ 674,034 $ 462,036 Marketing Funds 63,313 48,728 Mortgage 38,359 32,248 Other 427 3,356 Total assets $ 776,133 $ 546,368 |
Business and Organization (Deta
Business and Organization (Details) | 12 Months Ended | ||
Dec. 31, 2021stateOfficeVoteclass | Jul. 21, 2021item | Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Number of classes of common stock | class | 2 | ||
RMCO, LLC | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Parent economic interest in RMCO (as a percentage) | 60.00% | 59.40% | |
RIHI | RMCO, LLC | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Non-controlling interest ownership of common units in RMCO | 40.00% | 40.60% | |
Minimum | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Number of agents | item | 19,000 | ||
Minimum | Motto | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Number of offices | Office | 185 | ||
Number of states in which entity operates | state | 35 | ||
REMAX | Motto | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Percentage of Company consisting of franchises | 100.00% | ||
Common Class A | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Number of votes per share held | Vote | 1 | ||
Common Class A | One Company Founder [Member] | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Ownership percentage | 1.10% | ||
Common Class B | RIHI | |||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |||
Ownership percentage | 40.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Deferred Revenue (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Disaggregation of Revenue [Line Items] | |
Balance at beginning of period | $ 45,146 |
New billings | 59,871 |
Revenue recognized | (58,910) |
Balance at the end of period | 46,107 |
Franchise sales | |
Disaggregation of Revenue [Line Items] | |
Balance at beginning of period | 25,069 |
New billings | 9,787 |
Revenue recognized | (8,813) |
Balance at the end of period | $ 26,043 |
Annual Dues | |
Disaggregation of Revenue [Line Items] | |
Deferred revenue recognition period | 12 months |
Balance at beginning of period | $ 14,539 |
New billings | 36,030 |
Revenue recognized | (35,549) |
Balance at the end of period | 15,020 |
Other | |
Disaggregation of Revenue [Line Items] | |
Balance at beginning of period | 5,538 |
New billings | 14,054 |
Revenue recognized | (14,548) |
Balance at the end of period | 5,044 |
Annual Dues | |
Disaggregation of Revenue [Line Items] | |
Revenue recognized related to the beginning balance | 13,400 |
Franchise sales | |
Disaggregation of Revenue [Line Items] | |
Revenue recognized related to the beginning balance | $ 7,700 |
Franchise sales | RE/MAX franchise agreements | |
Disaggregation of Revenue [Line Items] | |
Period of franchise agreement | 5 years |
Franchise sales | Motto Franchising | |
Disaggregation of Revenue [Line Items] | |
Period of franchise agreement | 7 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Commissions Related to Franchise Sales (Details) - Commissions Related to Franchise Sales $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Capitalized Contract Cost [Line Items] | |
Balance at beginning of period | $ 3,690 |
Expense recognized | 2,390 |
Additions to contract cost for new activity | 2,070 |
Balance at end of period | $ 4,010 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Disaggregated revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 329,701 | $ 266,001 | $ 282,293 |
Franchise sales and other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 27,801 | 26,279 | 28,667 |
Real Estate | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 235,124 | 190,792 | 199,636 |
Real Estate | Fee revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 211,618 | 169,966 | 177,253 |
Real Estate | Franchise sales and other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 23,506 | 20,826 | 22,383 |
Marketing Funds | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 82,391 | 64,402 | 72,299 |
Mortgage | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 10,051 | 6,610 | 4,542 |
Mortgage | Franchise sales and other revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 2,160 | 1,256 | 468 |
Other. | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 2,135 | 4,197 | 5,816 |
U.S. | Company -Owned Regions | Fee revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 154,981 | 126,406 | 132,670 |
U.S. | Independent Regions | Fee revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 11,392 | 13,345 | 13,380 |
U.S. | Marketing Funds | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 68,662 | 57,974 | 64,906 |
Canada | Company -Owned Regions | Fee revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 27,234 | 12,659 | 13,647 |
Canada | Independent Regions | Fee revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 6,510 | 8,301 | 8,187 |
Canada | Marketing Funds | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 12,722 | 5,634 | 6,559 |
Global | Global. | Fee revenue | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 11,501 | 9,255 | 9,369 |
Global | Marketing Funds | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 1,007 | $ 794 | $ 834 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Transaction Price (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Annual Dues And Franchise Sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 41,063 |
Annual Dues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | 15,020 |
Franchise sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | 26,043 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Annual Dues And Franchise Sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 22,114 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Annual Dues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 15,020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Franchise sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 7,094 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Annual Dues And Franchise Sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 5,761 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Annual Dues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Franchise sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 5,761 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Annual Dues And Franchise Sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 4,562 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Annual Dues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Franchise sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 4,562 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Annual Dues And Franchise Sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 3,298 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Annual Dues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Franchise sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 3,298 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Annual Dues And Franchise Sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 1,904 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Annual Dues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Franchise sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 1,904 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Annual Dues And Franchise Sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 3,424 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Annual Dues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Franchise sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 3,424 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash, Cash Equivalents and Restricted Cash | ||||
Cash and cash equivalents | $ 126,270 | $ 101,355 | ||
Restricted cash | 32,129 | 19,872 | ||
Total cash, cash equivalents and restricted cash | 158,399 | 121,227 | $ 103,601 | $ 59,974 |
Marketing funds | ||||
Cash, Cash Equivalents and Restricted Cash | ||||
Cash and cash equivalents | 126,270 | 101,355 | ||
Restricted cash | 32,129 | 19,872 | ||
Total cash, cash equivalents and restricted cash | $ 158,399 | $ 121,227 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Services Provided to Marketing Funds by RE/MAX Franchising (Details) - Marketing funds - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Costs charged | $ 20,132 | $ 17,789 | $ 15,102 |
Technology - operating | |||
Costs charged | 13,396 | 12,245 | 6,244 |
Technology - capital | |||
Costs charged | 954 | 1,017 | 5,095 |
Marketing staff and administrative services | |||
Costs charged | $ 5,782 | $ 4,527 | $ 3,763 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Schedule of Allowances Against Accounts and Notes Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Balance at beginning of period | $ 11,724 | $ 12,538 | $ 7,980 |
Charges/(benefits) to expense for changes in Allowance for doubtful accounts | (1,345) | 2,903 | 4,964 |
Write-offs | (815) | (3,717) | (406) |
Balance at end of period | 9,564 | 11,724 | 12,538 |
Marketing funds | |||
Charges/(benefits) to expense for changes in Allowance for doubtful accounts | $ (400) | $ 600 | $ 1,500 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Foreign Currency Derivatives (Details) $ in Millions | Dec. 31, 2021USD ($) |
Foreign Currency Exchange | Canadian Dollar | |
Derivative [Line Items] | |
Notional amount | $ 58.5 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Details) | Jan. 01, 2020 |
Restatement Adjustment | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
New Accounting Pronouncement or Change in Accounting Principle, Prior Period Not Restated [true false] | false |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)subsidiarycountry | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Significant Accounting Policies [Line Items] | |||
Broker fees, as a percent | 1.00% | ||
Percentage of agent | 26.00% | ||
Impairment of franchise agreements and other intangible assets subject to amortization | $ 0 | $ 0 | $ 0 |
Impairment of goodwill | $ 5,123 | $ 0 | $ 0 |
Equity-based compensation vesting period | 3 years | ||
Minimum | |||
Significant Accounting Policies [Line Items] | |||
Number of countries and territories operations conducted | country | 110 | ||
Software | Minimum | |||
Significant Accounting Policies [Line Items] | |||
Useful life of intangible assets | 2 years | ||
Software | Maximum | |||
Significant Accounting Policies [Line Items] | |||
Useful life of intangible assets | 5 years | ||
RMCO, LLC | |||
Significant Accounting Policies [Line Items] | |||
Parent economic interest in RMCO (as a percentage) | 60.00% | 59.40% | |
RMCO, LLC | |||
Significant Accounting Policies [Line Items] | |||
Number of corporate subsidiaries | subsidiary | 2 | ||
RMCO, LLC | Subsidiaries [Member] | |||
Significant Accounting Policies [Line Items] | |||
Income tax provision recognized, percentage of income | 100.00% |
Leases (Details)
Leases (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021agreementleaseitem | Dec. 31, 2020USD ($)$ / shares | |
Lessee, Lease, Description [Line Items] | ||
Number of franchisees' leases recognized by the Company | lease | 0 | |
Remaining lease term | 12 years | |
Option to renew - lessee | true | |
Number of sublease agreements | 4 | |
Number of renewal options reasonably certain to be exercised | item | 0 | |
Number of existing sublease agreements - contingent upon renewal | 2 | |
Number of sublease agreements - exercised | 2 | |
Impairment charge - leased assets | $ | $ 7,902 | |
Reduction of EPS | $ / shares | $ 0.20 | |
Master Lease | ||
Lessee, Lease, Description [Line Items] | ||
Number Of Renewal Terms | item | 2 | |
Percentage Of Increase In Operating Lease Rent | 3.00% | |
Renewal of lease period | 10 years |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Lease Cost | |||
Operating lease cost | $ 11,565 | $ 12,085 | $ 12,259 |
Sublease income | (1,999) | (1,434) | (1,508) |
Short-term lease cost | 5,436 | 5,959 | 6,495 |
Total lease cost | 15,002 | 16,610 | 17,246 |
Operating cash flows from operating leases | $ 9,071 | $ 8,520 | $ 8,507 |
Weighted-average remaining lease term in years - operating leases | 6 years 4 months 24 days | 7 years 4 months 24 days | 8 years 4 months 24 days |
Weighted-average discount rate - operating leases | 6.30% | 6.30% | 6.30% |
Taxes, insurance and maintenance related to operating lease | $ 3,500 | $ 3,600 | $ 3,700 |
Leases - Maturities of lease li
Leases - Maturities of lease liabilities under non-cancellable leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Rent Payments | |
2022 | $ 9,387 |
2023 | 9,716 |
2024 | 9,968 |
2025 | 10,176 |
2026 | 10,263 |
Thereafter | 14,453 |
Total lease payments | 63,963 |
Less: imputed interest | 11,687 |
Present value of lease liabilities | 52,276 |
Sublease Receipts | |
2022 | (1,200) |
2023 | (1,311) |
2024 | (1,273) |
2025 | (331) |
2026 | (166) |
Thereafter | (222) |
Sublease Receipts | (4,503) |
Total Cash Outflows | |
2022 | 8,187 |
2023 | 8,405 |
2024 | 8,695 |
2025 | 9,845 |
2026 | 10,097 |
Thereafter | 14,231 |
Total Cash Outflows | $ 59,460 |
Non-controlling Interest - Owne
Non-controlling Interest - Ownership of common units in RMCO (Details) - RMCO, LLC - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Shares | ||
Holdings outstanding Class A common stock (equal to Holdings common units in RMCO) | 18,806,194 | 18,390,691 |
Total number of common stock units in RMCO | 31,365,794 | 30,950,291 |
Ownership Percentage | ||
Holdings outstanding Class A common stock (equal to Holdings common units in RMCO) | 60.00% | 59.40% |
Total percentage of common stock units | 100.00% | 100.00% |
RIHI | ||
Shares | ||
Non-controlling interest ownership of common units in RMCO | 12,559,600 | 12,559,600 |
Ownership Percentage | ||
Non-controlling interest ownership of common units in RMCO | 40.00% | 40.60% |
Non-controlling Interest - Net
Non-controlling Interest - Net income reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Minority Interest [Line Items] | |||
Income (loss) before provision for income taxes attributable to RE/MAX Holdings, Inc. | $ (13,424) | $ 17,588 | $ 34,163 |
Income (loss) before provision for income taxes: Non-controlling interest | (8,737) | 12,120 | 24,133 |
Income (loss) before provision for income taxes | (22,161) | 29,708 | 58,296 |
(Provision)/benefit for income taxes attributable to RE/MAX Holdings, Inc. | (2,192) | (6,338) | (8,883) |
(Provision)/benefit for income taxes: Non-controlling interest | (267) | (2,824) | (2,099) |
(Provision)/benefit for income taxes | (2,459) | (9,162) | (10,982) |
Net income (loss) attributable to RE/MAX Holdings, Inc. | (15,616) | 11,250 | 25,280 |
Net income (loss): Non-controlling interest | (9,004) | 9,296 | 22,034 |
Net income (loss) | $ (24,620) | $ 20,546 | $ 47,314 |
RMCO, LLC | |||
Minority Interest [Line Items] | |||
Weighted average ownership percentage | 100.00% | 100.00% | |
RMCO, LLC | Weighted Average | |||
Minority Interest [Line Items] | |||
Weighted average ownership percentage attributable to RE/MAX Holdings, Inc. | 59.80% | 59.10% | 58.60% |
Weighted average ownership percentage | 100.00% | 100.00% | 100.00% |
RIHI | RMCO, LLC | Weighted Average | |||
Minority Interest [Line Items] | |||
Weighted average ownership percentage: Non-controlling interest | 40.20% | 40.90% | 41.40% |
Non-controlling Interest - Dist
Non-controlling Interest - Distributions Paid or Payable (Details) - USD ($) $ in Thousands | Feb. 22, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Dividends Payable [Line Items] | |||
Distributions paid or payable to or on behalf of non-controlling unitholders | $ 14,206 | $ 14,058 | |
Tax and other distributions | |||
Dividends Payable [Line Items] | |||
Distributions paid or payable to or on behalf of non-controlling unitholders | 2,650 | 3,006 | |
Dividend distributions | |||
Dividends Payable [Line Items] | |||
Distributions paid or payable to or on behalf of non-controlling unitholders | $ 11,556 | $ 11,052 | |
Subsequent Event | |||
Dividends Payable [Line Items] | |||
Distributions paid or payable to or on behalf of non-controlling unitholders | $ 2,900 |
Non-controlling Interest - Narr
Non-controlling Interest - Narrative (Details) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 2 Months Ended | 12 Months Ended | |
Oct. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2021 | Dec. 31, 2020 | |
RIHI | ||||
Significant Accounting Policies [Line Items] | ||||
Common stock issued at initial public offering | 11.5 | 5.2 | ||
TRA holders | ||||
Significant Accounting Policies [Line Items] | ||||
Tax benefit realized | 85.00% | |||
Amounts payable under tax receivable agreements | $ 30.5 | $ 33.6 |
Earnings (Loss) Per Share and_3
Earnings (Loss) Per Share and Dividends - Reconciliation of the numerator and denominator used in basic and diluted EPS calculations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator | |||
Net income (loss) attributable to RE/MAX Holdings, Inc. | $ (15,616) | $ 11,250 | $ 25,280 |
Common Class A | |||
Denominator for basic net income (loss) per share of Class A common stock | |||
Weighted average shares of Class A common stock outstanding | 18,690,442 | 18,170,348 | 17,812,065 |
Denominator for diluted net income (loss) per share of Class A common stock | |||
Weighted average shares of Class A common stock outstanding | 18,690,442 | 18,170,348 | 17,812,065 |
Add dilutive effect of the following: | |||
Weighted average shares of Class A common stock outstanding, diluted | 18,690,442 | 18,324,246 | 17,867,752 |
Earnings (loss) per share of Class A common stock | |||
Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock, basic | $ (0.84) | $ 0.62 | $ 1.42 |
Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock, diluted | $ (0.84) | $ 0.61 | $ 1.41 |
Restricted Stock Units (RSUs) | |||
Add dilutive effect of the following: | |||
Restricted stock | 153,898 | 55,687 |
Earnings (Loss) Per Share and_4
Earnings (Loss) Per Share and Dividends - Additional Information (Details) - Common Class A - $ / shares | Feb. 22, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Dividends Payable [Line Items] | ||||||||||||||||
Cash dividends declared per share of Class A common stock | $ 0.92 | $ 0.88 | $ 0.84 | |||||||||||||
Quarterly dividend | ||||||||||||||||
Dividends Payable [Line Items] | ||||||||||||||||
Cash dividends declared per share of Class A common stock | $ 0.23 | $ 0.23 | $ 0.23 | $ 0.23 | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.22 | $ 0.21 | $ 0.21 | $ 0.21 | $ 0.21 | $ 0.92 | $ 0.88 | $ 0.84 | |
Quarterly dividend | Subsequent Event | ||||||||||||||||
Dividends Payable [Line Items] | ||||||||||||||||
Cash dividends declared per share of Class A common stock | $ 0.23 |
Acquisitions - ReMax Integra No
Acquisitions - ReMax Integra North America Acquisition (Details) $ in Thousands | Jul. 21, 2021USD ($)itemstate | Dec. 31, 2021USD ($) |
Business Acquisition [Line Items] | ||
Loss on purchase price of pre-existing master franchise agreements | $ 40,900 | |
Franchise agreements | ||
Business Acquisition [Line Items] | ||
Acquired finite-lived intangible assets, weighted average useful life | 12 years | |
Non-compete agreements | ||
Business Acquisition [Line Items] | ||
Acquired finite-lived intangible assets, weighted average useful life | 5 years | |
RE/MAX INTEGRA North America Region Asset Acquisition | ||
Business Acquisition [Line Items] | ||
Cash consideration | $ 235,000 | |
Number of agents | item | 19,000 | |
Loss on purchase price of pre-existing master franchise agreements | $ 40,900 | |
Incremental revenues since acquisition date | $ 24,200 | |
Operating loss since acquisition date | $ 1,100 | |
RE/MAX INTEGRA North America Region Asset Acquisition | Canada | ||
Business Acquisition [Line Items] | ||
Number of provinces | item | 5 | |
Number of agents | item | 12,000 | |
Percentage of goodwill | 50.00% | |
RE/MAX INTEGRA North America Region Asset Acquisition | U.S. | ||
Business Acquisition [Line Items] | ||
Number of states | state | 9 | |
Number of agents | item | 7,000 | |
Percentage of goodwill | 0.00% |
Acquisitions - ReMax Integra _2
Acquisitions - ReMax Integra North America Acquisition Purchase Price Allocation (Details) - USD ($) $ in Thousands | Jul. 21, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Purchase Price Allocation | ||||
Goodwill | $ 269,115 | $ 165,358 | $ 148,561 | |
Loss on contract settlement | $ 40,900 | |||
RE/MAX INTEGRA North America Region Asset Acquisition | ||||
Purchase Price Allocation | ||||
Cash and cash equivalents and restricted cash | $ 14,098 | |||
Accounts and notes receivable, net | 6,610 | |||
Income tax receivable | 494 | |||
Other current assets | 502 | |||
Property and equipment | 63 | |||
Other assets, net of current portion | 1,930 | |||
Goodwill | 108,938 | |||
Accounts payable | (3,461) | |||
Accrued liabilities | (14,045) | |||
Income taxes payable | (2,882) | |||
Deferred revenue | (824) | |||
Deferred tax liabilities, net | (16,573) | |||
Other liabilities, net of current portion | (2,200) | |||
Total purchase price allocated to assets and liabilities | 194,100 | |||
Loss on contract settlement | 40,900 | |||
Total consideration | 235,000 | |||
RE/MAX INTEGRA North America Region Asset Acquisition | Franchise agreements | ||||
Purchase Price Allocation | ||||
Other intangible assets, net | 92,250 | |||
RE/MAX INTEGRA North America Region Asset Acquisition | Other Intangible Assets | ||||
Purchase Price Allocation | ||||
Other intangible assets, net | $ 9,200 |
Acquisitions - Other Acquisitio
Acquisitions - Other Acquisition (Details) - USD ($) $ in Thousands | Sep. 10, 2020 | Aug. 25, 2020 | Dec. 16, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | ||||||
Cash consideration, net of cash acquired | $ 180,002 | $ 10,627 | $ 14,945 | |||
Goodwill | $ 269,115 | $ 165,358 | $ 148,561 | |||
Gadberry | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration, net of cash acquired | $ 4,600 | |||||
Maximum amount of equity based compensation to be earned over time | 9,900 | |||||
Equity-based compensation, value | $ 900 | |||||
Gadberry | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Service period over which equity based compensation is accounted (in years) | 2 years | |||||
Gadberry | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Service period over which equity based compensation is accounted (in years) | 3 years | |||||
Gadberry | Common Class A | ||||||
Business Acquisition [Line Items] | ||||||
Consideration transferred, stock | $ 5,500 | |||||
Wemlo | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration, net of cash acquired | $ 6,100 | |||||
Maximum amount of equity based compensation to be earned over time | $ 6,700 | |||||
Service period over which equity based compensation is accounted (in years) | 3 years | |||||
Goodwill | $ 14,400 | |||||
Other intangible assets | 6,300 | |||||
Wemlo | Common Class A | ||||||
Business Acquisition [Line Items] | ||||||
Consideration transferred, stock | $ 3,300 | |||||
First Leads | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 15,000 |
Acquisitions - Unaudited Pro Fo
Acquisitions - Unaudited Pro Forma (Details) - RE/MAX INTEGRA North America Region Asset Acquisition - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Pro Forma Information | ||
Total revenue | $ 356,489 | $ 309,480 |
Net income (loss) attributable to RE/MAX Holdings, Inc. | $ (16,092) | $ 6,493 |
Property and Equipment - Proper
Property and Equipment - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 22,104 | $ 22,603 | |
Less accumulated depreciation | (9,418) | (14,731) | |
Property and equipment, net | 12,686 | 7,872 | |
Depreciation expense | 2,200 | 1,800 | $ 1,700 |
Leasehold Improvements | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 5,989 | 4,707 | |
Office furniture, fixtures and equipment | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 16,115 | $ 17,896 | |
Office furniture, fixtures and equipment | Minimum | |||
Property Plant And Equipment [Line Items] | |||
Depreciable life | 2 years | ||
Office furniture, fixtures and equipment | Maximum | |||
Property Plant And Equipment [Line Items] | |||
Depreciable life | 10 years |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Components of Company's Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite Lived Intangible Assets [Line Items] | |||
Net Balance | $ 143,832 | $ 69,802 | |
Amortization expense | 29,100 | 24,400 | $ 20,100 |
Franchise agreements | |||
Finite Lived Intangible Assets [Line Items] | |||
Initial Cost | 267,770 | 176,354 | |
Accumulated Amortization | (123,938) | (106,552) | |
Net Balance | $ 143,832 | 69,802 | |
Franchise agreements | Weighted Average | |||
Finite Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 12 years 8 months 12 days | ||
Other Intangible Assets | |||
Finite Lived Intangible Assets [Line Items] | |||
Initial Cost | $ 70,894 | 54,704 | |
Accumulated Amortization | (38,364) | (24,735) | |
Net Balance | $ 32,530 | 29,969 | |
Other Intangible Assets | Weighted Average | |||
Finite Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 4 years 6 months | ||
Software | |||
Finite Lived Intangible Assets [Line Items] | |||
Initial Cost | $ 51,368 | 44,389 | |
Accumulated Amortization | (29,682) | (18,926) | |
Net Balance | $ 21,686 | 25,463 | |
Software | Weighted Average | |||
Finite Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 4 years 1 month 6 days | ||
Software Development | |||
Finite Lived Intangible Assets [Line Items] | |||
Capitalized software development costs | $ 1,900 | 1,400 | |
Trademarks | |||
Finite Lived Intangible Assets [Line Items] | |||
Initial Cost | 2,356 | 2,325 | |
Accumulated Amortization | (1,533) | (1,274) | |
Net Balance | $ 823 | 1,051 | |
Trademarks | Weighted Average | |||
Finite Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 8 years 3 months 18 days | ||
Non-compete agreements | |||
Finite Lived Intangible Assets [Line Items] | |||
Initial Cost | $ 13,100 | 3,920 | |
Accumulated Amortization | (4,563) | (2,814) | |
Net Balance | $ 8,537 | 1,106 | |
Non-compete agreements | Weighted Average | |||
Finite Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 5 years | ||
Training materials | |||
Finite Lived Intangible Assets [Line Items] | |||
Initial Cost | $ 2,400 | 2,400 | |
Accumulated Amortization | (1,600) | (1,120) | |
Net Balance | $ 800 | 1,280 | |
Training materials | Weighted Average | |||
Finite Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 5 years | ||
Other.. | |||
Finite Lived Intangible Assets [Line Items] | |||
Initial Cost | $ 1,670 | 1,670 | |
Accumulated Amortization | (986) | (601) | |
Net Balance | $ 684 | $ 1,069 | |
Other.. | Weighted Average | |||
Finite Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 6 years 7 months 6 days |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Estimated Future Amortization of Intangible Assets, Other Than Goodwill (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
2022 | $ 32,143 |
2023 | 28,178 |
2024 | 24,694 |
2025 | 19,691 |
2026 | 14,660 |
Thereafter | 56,996 |
Estimated future amortization expense | $ 176,362 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Changes in Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Changes to goodwill | ||||
Beginning Balance | $ 165,358 | $ 148,561 | ||
Purchase price adjustments | 133 | |||
Goodwill recognized from acquisitions | 108,938 | 16,726 | ||
Impairment charge | (5,123) | 0 | $ 0 | |
Effect of changes in foreign currency exchange rates | (191) | 71 | ||
Ending Balance | 269,115 | 165,358 | 148,561 | |
Real Estate | ||||
Changes to goodwill | ||||
Beginning Balance | 146,725 | 136,761 | ||
Purchase price adjustments | 133 | |||
Goodwill recognized from acquisitions | 108,938 | 9,893 | ||
Impairment charge | $ 5,100 | (5,123) | ||
Effect of changes in foreign currency exchange rates | (191) | 71 | ||
Ending Balance | 250,482 | 146,725 | 136,761 | |
Mortgage | ||||
Changes to goodwill | ||||
Beginning Balance | 18,633 | 11,800 | ||
Goodwill recognized from acquisitions | 6,833 | |||
Ending Balance | $ 18,633 | $ 18,633 | $ 11,800 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities. | ||
Marketing Funds | $ 61,997 | $ 48,452 |
Accrued payroll and related employee costs | 22,634 | 10,692 |
Accrued taxes | 2,053 | 2,491 |
Accrued professional fees | 3,660 | 1,806 |
Other | 6,424 | 5,130 |
Accrued liabilities | $ 96,768 | $ 68,571 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Senior Secured Credit Facility | $ 457,700 | |
Less unamortized debt issuance costs | (4,168) | $ (882) |
Less unamortized debt discount costs | (1,473) | (644) |
Less current portion | (4,600) | (2,428) |
Debt, net of current portion | 447,459 | 221,137 |
Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Senior Secured Credit Facility | $ 457,700 | 225,013 |
Other long-term financing | ||
Debt Instrument [Line Items] | ||
Other long-term financing | $ 78 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Debt (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Debt | |
2022 | $ 4,600 |
2023 | 4,600 |
2024 | 4,600 |
2025 | 4,600 |
2026 | 4,600 |
Thereafter | 434,700 |
Long term debt | $ 457,700 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Millions | Jul. 21, 2021 | Dec. 31, 2021 |
London Interbank Offered Rate (LIBOR) | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 0.50% | |
Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Excess cash flow payment | $ 0 | |
Excess cash flow repayment (as a percent) | 50.00% | |
Leverage ratio under debt covenant | 4.25 | |
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% | |
Percentage of excess cash flow repayments | 25.00% | |
Senior Secured Credit Facility | Equal To or Less Than 4.25 | ||
Debt Instrument [Line Items] | ||
Leverage ratio under debt covenant | 4.25 | |
Senior Secured Credit Facility | Above 3.75 Percent | ||
Debt Instrument [Line Items] | ||
Leverage ratio under debt covenant | 3.75 | |
Senior Secured Credit Facility | Less Than 3.75 Percent | ||
Debt Instrument [Line Items] | ||
Leverage ratio under debt covenant | 3.75 | |
Senior Secured Credit Facility | Federal Reserve Bank of New York | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 0.50% | |
Senior Secured Credit Facility Refinancing | London Interbank Offered Rate (LIBOR) | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.50% | |
Term loan | Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Credit facility, borrowing capacity | $ 460 | |
Loan term | 7 years | |
Debt instrument, interest rate | 3.00% | |
Term loan | Senior Secured Credit Facility Refinancing | ||
Debt Instrument [Line Items] | ||
Mandatory principal payments | $ 1.2 | |
Revolving loan facility | ||
Debt Instrument [Line Items] | ||
Amounts drawn on line of credit | $ 0 | |
Revolving loan facility | Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Credit facility, borrowing capacity | $ 50 | |
Revolving loan facility | Senior Secured Credit Facility Refinancing | ||
Debt Instrument [Line Items] | ||
Revolving loan facility commitment fee on average daily amount of unused portion | 0.50% | |
ABR loans | Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.50% | |
ABR loans | Senior Secured Credit Facility | Eurodollar | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.00% |
Fair Value Measurements - Compa
Fair Value Measurements - Company's liabilities measured at fair value on a recurring basis (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Percentage of gross revenues to be paid yearly | 8.00% | ||
Reduction in franchise sales - percentage | 10.00% | ||
Annual payment period | 120 days | ||
Change in discount rate | 1.00% | ||
Measured on a recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration liability | $ 5,780 | $ 6,340 | |
Level 3 | Measured on a recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration liability | 5,780 | 6,340 | $ 5,005 |
Motto | Measured on a recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration liability | 4,530 | 4,750 | |
Motto | Level 3 | Measured on a recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration liability | 4,530 | 4,750 | |
Gadberry | Measured on a recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration liability | 1,250 | 1,590 | |
Gadberry | Level 3 | Measured on a recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration liability | 1,250 | $ 1,590 | |
Ten Percent Reduction In Franchise Sales [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
New billings | (100) | ||
One Percent Change To Discount Rate [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
New billings | $ 100 | ||
Minimum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assumed number of franchises sold annually | item | 70 | ||
Maximum | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assumed number of franchises sold annually | item | 80 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of the contingent consideration (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value adjustments | $ 309 | $ 814 | $ 241 |
Cash payments | (869) | (409) | (306) |
Measured on a recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Balance at Beginning | 6,340 | ||
Balance at Ending | 5,780 | 6,340 | |
Gadberry | Measured on a recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Balance at Beginning | 1,590 | ||
Balance at Ending | 1,250 | 1,590 | |
Level 3 | Measured on a recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Balance at Beginning | 6,340 | 5,005 | |
Fair value adjustments | 309 | 814 | |
Cash payments | (869) | (409) | |
Balance at Ending | 5,780 | 6,340 | $ 5,005 |
Level 3 | Gadberry | Measured on a recurring basis | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Balance at Beginning | 1,590 | ||
Fair value adjustments | 930 | ||
Balance at Ending | $ 1,250 | $ 1,590 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Senior Secured Credit Facility (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
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 | Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Long term debt, carrying amount | 452,059 | $ 223,487 |
Level 2 | Estimated fair value | Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Long term debt, fair value | $ 454,267 | $ 223,887 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes | |||
Domestic | $ (53,152) | $ 15,515 | $ 44,874 |
Foreign | 30,991 | 14,193 | 13,422 |
Income (loss) before provision for income taxes | $ (22,161) | $ 29,708 | $ 58,296 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | |||
Federal | $ 798 | $ 2,265 | $ 2,533 |
Foreign | 3,556 | 4,418 | 4,929 |
State and local | 633 | 580 | 1,137 |
Total current expense | 4,987 | 7,263 | 8,599 |
Deferred expense | |||
Federal | (840) | 1,288 | 2,157 |
Foreign | (752) | 351 | (142) |
State and local | (936) | 260 | 368 |
Total deferred expense | (2,528) | 1,899 | 2,383 |
Provision for income taxes | $ 2,459 | $ 9,162 | $ 10,982 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of U.S. Statutory Income Tax Rate to Company's Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
U.S. statutory tax rate | 21.00% | 21.00% | 21.00% |
State and local taxes, net of federal benefit | 3.10% | 3.10% | 3.10% |
Income attributable to non-controlling interests | (9.30%) | (9.90%) | (10.00%) |
subtotal | 14.80% | 14.20% | 14.10% |
Non-creditable foreign and domestic taxes - non-controlling interest | (7.00%) | 5.10% | 2.80% |
Non-creditable foreign taxes - RE/MAX Holdings | (3.70%) | 2.10% | 1.10% |
Foreign derived intangible income deduction | 4.40% | (3.10%) | (1.50%) |
Other permanent differences | (1.20%) | 2.00% | 0.70% |
Uncertain Tax Positions | 6.10% | 1.90% | 1.00% |
Loss on contract settlement | (26.70%) | ||
Adjustments to state taxes | 3.90% | ||
162(m) compensation limitation | (1.80%) | ||
Conversions of acquired C-Corporations to pass-through entities | 8.40% | ||
Other | 0.10% | 0.20% | 0.60% |
Effective tax rate | (11.10%) | 30.80% | 18.80% |
Percentage of Non Controlling Interest Income not Subject to Income Taxes | 40.00% | ||
RIHI | RMCO, LLC | |||
Non-controlling interest ownership of common units in RMCO | 40.00% | 40.60% |
Income Taxes - Summary of Defer
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Long-term deferred tax assets | ||
Goodwill, other intangibles and other assets | $ 39,531 | $ 41,924 |
Imputed interest deduction pursuant to tax receivable agreements | 2,241 | 2,306 |
Operating lease liabilities | 2,362 | 2,671 |
Compensation and benefits | 5,904 | 3,237 |
Allowance for doubtful accounts | 1,167 | 1,429 |
Contingent consideration liability | 839 | 1,034 |
Deferred revenue | 3,953 | 3,891 |
Foreign tax credit carryforward | 4,510 | 2,996 |
Net operating loss carryforward | 653 | |
Other | 1,034 | 817 |
Total long term deferred tax assets | 62,194 | 60,305 |
Valuation allowance | (7,671) | (6,834) |
Total long-term deferred tax assets, net of valuation allowance | 54,523 | 53,471 |
Long-term deferred tax liabilities | ||
Property and equipment and other long-lived assets | (1,239) | (1,577) |
Goodwill, other intangibles and other assets | (15,499) | |
Other | (1,170) | (1,682) |
Total long-term deferred tax liabilities | (17,908) | (3,259) |
Net long-term deferred tax assets | 36,615 | 50,212 |
Total deferred tax assets and liabilities | 36,615 | $ 50,212 |
Tax Credit Carryforward, Amount | 4,500 | |
Tax Credit Carryforward, Valuation Allowance | 4,100 | |
Operating loss carryforwards | $ 700 | |
Period for utilization of net operating losses | 2 years |
Income Taxes - Uncertain tax po
Income Taxes - Uncertain tax position liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Balance, January 1 | $ 5,300 | $ 4,810 |
Increases related to prior period tax positions | 96 | 490 |
Decrease related to prior year tax positions | (815) | |
Increase related to tax positions from acquired companies | 1,587 | |
Settlements | (4,944) | |
Foreign currency transaction gains/losses | 363 | |
Balance, December 31 | $ 1,587 | $ 5,300 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Minimum | ||
Minority Interest [Line Items] | ||
Income tax examination, period | 3 years | |
Maximum | ||
Minority Interest [Line Items] | ||
Income tax examination, period | 4 years | |
Income Taxes Payable [Member] | ||
Minority Interest [Line Items] | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0.6 | $ 2.3 |
Equity-Based Compensation - 201
Equity-Based Compensation - 2013 Omnibus Incentive Plan (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021employee | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Employee stock-based compensation expense | ||||
Equity-based compensation expense | $ 34,298 | $ 16,267 | $ 10,934 | |
Equity-based compensation capitalized | (32) | (229) | ||
Tax deficit / (benefit) from equity-based compensation | (5,052) | (2,308) | (1,548) | |
Deficit / (excess) tax benefit from equity-based compensation | (121) | 378 | 55 | |
Net compensation cost | 29,125 | 14,337 | 9,441 | |
Time-based awards | ||||
Employee stock-based compensation expense | ||||
Equity-based compensation expense | 21,042 | 12,224 | 7,554 | |
Accelerated expense | 5,500 | |||
Number of employees departed | employee | 2 | |||
Performance-based awards | ||||
Employee stock-based compensation expense | ||||
Equity-based compensation expense | 6,073 | 2,150 | (179) | |
Bonus settled in shares | ||||
Employee stock-based compensation expense | ||||
Equity-based compensation expense | $ 7,183 | $ 1,925 | $ 3,788 |
Equity-Based Compensation - Tim
Equity-Based Compensation - Time-Based Restricted Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restricted Stock Units | |||
Vesting Period | 3 years | ||
Time-based awards | |||
Restricted Stock Units | |||
Nonvested at beginning of period | 1,018,008 | ||
Granted | 269,315 | ||
Shares vested (including tax withholding) | (498,446) | ||
Forfeited | (32,716) | ||
Nonvested at end of period | 756,161 | 1,018,008 | |
Nonvested at beginning of period, Weighted average grant date fair value per share | $ 36.74 | ||
Granted, Weighted average grant date fair value per share | 39.14 | $ 33.05 | $ 38.43 |
Shares vested (including tax withholding) , Weighted average grant date fair value per share | 37.78 | ||
Forfeited, Weighted average grant date fair value per share | 36.77 | ||
Nonvested at end of period, Weighted average grant date fair value per share | $ 36.91 | $ 36.74 | |
Unrecognized compensation cost | $ 13.5 | ||
Period for recognition of RSU compensation expense | 1 year 4 months 24 days | ||
Time-based awards | Directors | |||
Restricted Stock Units | |||
Vesting Period | 1 year | ||
Time-based awards | Employees | Minimum | |||
Restricted Stock Units | |||
Vesting Period | 2 years | ||
Time-based awards | Employees | Maximum | |||
Restricted Stock Units | |||
Vesting Period | 3 years | ||
Time-based awards | Former Owner [Member] | Minimum | |||
Restricted Stock Units | |||
Vesting Period | 2 years | ||
Time-based awards | Former Owner [Member] | Maximum | |||
Restricted Stock Units | |||
Vesting Period | 4 years |
Equity-Based Compensation - Per
Equity-Based Compensation - Performance-based Restricted Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restricted Stock Units | |||
Vesting Period | 3 years | ||
Performance-based awards | |||
Restricted Stock Units | |||
Vesting Period | 3 years | ||
Number of shares that will vest if minimum threshold conditions are not met | 0 | ||
Nonvested at beginning of period | 281,735 | ||
Granted | 58,247 | ||
Shares vested (including tax withholding) | (48,421) | ||
Forfeited | (49,740) | ||
Nonvested at end of period | 241,821 | 281,735 | |
Nonvested at beginning of period, Weighted average grant date fair value per share | $ 32.34 | ||
Granted, Weighted average grant date fair value per share | 40.02 | $ 28.34 | $ 38.87 |
Shares vested (including tax withholding) , Weighted average grant date fair value per share | 39.24 | ||
Forfeited, Weighted average grant date fair value per share | 41.02 | ||
Nonvested at end of period, Weighted average grant date fair value per share | $ 31.02 | $ 32.34 | |
Unrecognized compensation cost | $ 5.4 | ||
Period for recognition of RSU compensation expense | 1 year 6 months | ||
Additional shares available to grant under plan (in shares) | 1,179,538 | ||
Performance-based awards | Maximum | |||
Restricted Stock Units | |||
Shares issued upon participants target award | 200.00% | ||
Performance-based awards | Minimum | |||
Restricted Stock Units | |||
Shares issued upon participants target award | 0.00% |
Defined-Contribution Savings _2
Defined-Contribution Savings Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Defined-Contribution Savings Plan | |||
Matching contribution expenses | $ 1.5 | $ 1 | $ 2.1 |
Segment Information (Details)
Segment Information (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Information | |
Number of Operating Segments | 4 |
Segment Information - Revenue (
Segment Information - Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information | |||
Total revenue | $ 329,701 | $ 266,001 | $ 282,293 |
Real Estate | |||
Segment Reporting Information | |||
Total revenue | 235,124 | 190,792 | 199,636 |
Mortgage | |||
Segment Reporting Information | |||
Total revenue | 10,051 | 6,610 | 4,542 |
Marketing Funds fees | |||
Segment Reporting Information | |||
Total revenue | 82,391 | 64,402 | 72,299 |
Other. | |||
Segment Reporting Information | |||
Total revenue | 2,135 | 4,197 | 5,816 |
Continuing franchise fees | |||
Segment Reporting Information | |||
Total revenue | 118,504 | 90,217 | 99,928 |
Continuing franchise fees | Real Estate | |||
Segment Reporting Information | |||
Total revenue | 110,613 | 84,863 | 95,854 |
Continuing franchise fees | Mortgage | |||
Segment Reporting Information | |||
Total revenue | 7,891 | 5,354 | 4,074 |
Annual Dues | |||
Segment Reporting Information | |||
Total revenue | 35,549 | 35,075 | 35,409 |
Annual Dues | Real Estate | |||
Segment Reporting Information | |||
Total revenue | 35,549 | 35,075 | 35,409 |
Broker fees | |||
Segment Reporting Information | |||
Total revenue | 65,456 | 50,028 | 45,990 |
Broker fees | Real Estate | |||
Segment Reporting Information | |||
Total revenue | 65,456 | 50,028 | 45,990 |
Franchise sales and other revenue | |||
Segment Reporting Information | |||
Total revenue | 27,801 | 26,279 | 28,667 |
Franchise sales and other revenue | Real Estate | |||
Segment Reporting Information | |||
Total revenue | 23,506 | 20,826 | 22,383 |
Franchise sales and other revenue | Mortgage | |||
Segment Reporting Information | |||
Total revenue | $ 2,160 | $ 1,256 | $ 468 |
Segment Information - Reconcili
Segment Information - Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated | ||||
Adjusted EBITDA | $ 119,677 | $ 92,558 | $ 103,515 | |
Gain (loss) on sale or disposition of assets, net | (5) | (600) | (342) | |
Loss on contract settlement | (40,900) | |||
Loss on extinguishment of debt | (264) | |||
Impairment charge - leased assets | (7,902) | |||
Impairment charge - goodwill | (5,123) | 0 | 0 | |
Equity-based compensation expense | (34,298) | (16,267) | (10,934) | |
Acquisition-related expense | (17,422) | (2,375) | (1,127) | |
Fair value adjustments to contingent consideration | (309) | (814) | (241) | |
Other | (1,057) | 97 | ||
Interest income | 217 | 340 | 1,446 | |
Interest expense | (11,344) | (9,223) | (12,229) | |
Depreciation and amortization | (31,333) | (26,106) | (21,792) | |
Income (loss) before provision for income taxes | (22,161) | 29,708 | 58,296 | |
Real Estate | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated | ||||
Adjusted EBITDA | 125,247 | 96,079 | 106,810 | |
Impairment charge - goodwill | $ 5,100 | (5,123) | ||
Mortgage | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated | ||||
Adjusted EBITDA | (5,321) | (2,255) | (2,709) | |
Other. | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated | ||||
Adjusted EBITDA | $ (249) | $ (1,266) | $ (586) |
Segment Information - Summary o
Segment Information - Summary of Total Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Total Assets [Line Items] | ||
Total assets | $ 776,133 | $ 546,368 |
Real Estate | ||
Segment Total Assets [Line Items] | ||
Total assets | 674,034 | 462,036 |
Marketing Funds fees | ||
Segment Total Assets [Line Items] | ||
Total assets | 63,313 | 48,728 |
Mortgage | ||
Segment Total Assets [Line Items] | ||
Total assets | 38,359 | 32,248 |
Other. | ||
Segment Total Assets [Line Items] | ||
Total assets | $ 427 | $ 3,356 |