Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Jun. 28, 2013 | Mar. 28, 2014 | Mar. 28, 2014 |
Common Class A | Common Class B | |||
Document Information [Line Items] | ' | ' | ' | ' |
Document Type | '10-K | ' | ' | ' |
Amendment Flag | 'false | ' | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' | ' |
Trading Symbol | 'RMAX | ' | ' | ' |
Entity Registrant Name | 'RE/MAX Holdings, Inc. | ' | ' | ' |
Entity Central Index Key | '0001581091 | ' | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' | ' |
Entity Current Reporting Status | 'No | ' | ' | ' |
Entity Voluntary Filers | 'No | ' | ' | ' |
Entity Filer Category | 'Non-accelerated Filer | ' | ' | ' |
Entity Common Stock, Shares Outstanding | ' | ' | 11,607,971 | 1 |
Entity Public Float | $372.30 | $0 | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Cash and cash equivalents | $88,375 | $68,501 |
Escrow cash - restricted | 710 | 780 |
Accounts and notes receivable, current portion, less allowances of $4,122 and $3,913, respectively | 15,980 | 15,034 |
Accounts receivable from affiliates | 5 | 55 |
Other current assets | 5,010 | 2,707 |
Total current assets | 110,080 | 87,077 |
Property and equipment, net of accumulated depreciation of $19,400 and $20,426, respectively | 2,583 | 3,332 |
Intangible assets, net of accumulated amortization | 91,557 | ' |
Goodwill | 72,781 | 71,039 |
Deferred tax assets, net | 67,791 | ' |
Investments in equity method investees | 3,642 | 3,900 |
Debt issuance costs, net | 2,353 | 2,930 |
Other assets | 2,036 | 1,979 |
Total assets | 352,823 | 251,416 |
Current liabilities: | ' | ' |
Accounts payable | 731 | 530 |
Accounts payable to affiliates | 1,017 | 2,385 |
Escrow liabilities | 710 | 780 |
Accrued liabilities | 9,344 | 9,397 |
Income taxes and tax distribution payable | 3,000 | 400 |
Deferred revenue and deposits | 15,821 | 15,996 |
Current portion of debt | 17,300 | 10,600 |
Current portion of payable to related parties pursuant to tax receivable agreements | 902 | ' |
Other current liabilities | 206 | 234 |
Total current liabilities | 49,031 | 40,322 |
Debt, net of current portion | 211,104 | 221,726 |
Payable to related parties pursuant to tax receivable agreements, net of current portion | 67,938 | ' |
Deferred revenue, net of current portion | 234 | 514 |
Deferred tax liabilities, net | 195 | 309 |
Other liabilities, net of current portion | 8,782 | 6,914 |
Total liabilities | 337,284 | 269,785 |
Commitments and contingencies | ' | ' |
Stockholders' equity/members' deficit: | ' | ' |
Additional paid-in capital | 239,086 | ' |
Retained earnings | 1,506 | ' |
Accumulated other comprehensive income | 1,371 | 1,747 |
Total stockholders' equity attributable to RE/MAX Holdings, Inc./members' deficit | 241,964 | -96,769 |
Non-controlling interest | -226,425 | ' |
Total stockholders' equity/members' deficit | 15,539 | -96,769 |
Total liabilities, redeemable preferred units and stockholders' equity/members' deficit | 352,823 | 251,416 |
Franchise Agreements | ' | ' |
Assets | ' | ' |
Intangible assets, net of accumulated amortization | 89,071 | 78,338 |
Other Intangible Assets | ' | ' |
Assets | ' | ' |
Intangible assets, net of accumulated amortization | 2,486 | 2,821 |
Class A Preferred Units | ' | ' |
Redeemable preferred units: | ' | ' |
Class A preferred units, at estimated redemption value (no par value, none authorized, issued or outstanding as of December 31, 2013; 150,000 units authorized, issued and outstanding as of December 31, 2012; liquidation preference of $0 and $49,500 as of December 31, 2013 and 2012, respectively) | ' | 78,400 |
Class B Common Units | ' | ' |
Stockholders' equity/members' deficit: | ' | ' |
Class B common units (no par value, none authorized, issued or outstanding as of December 31, 2013; 900,000 units authorized and 847,500 units issued and outstanding as of December 31, 2012) | ' | -98,516 |
Common Class A | ' | ' |
Stockholders' equity/members' deficit: | ' | ' |
Common stock | 1 | ' |
Common Class B | ' | ' |
Stockholders' equity/members' deficit: | ' | ' |
Common stock | ' | ' |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for accounts receivable | $4,122,000 | $3,913,000 |
Accumulated depreciation, property and equipment | 19,400,000 | 20,426,000 |
Accumulated amortization, intangible assets | 7,912,000 | 7,053,000 |
Class A Preferred Units | ' | ' |
Preferred units, par value | ' | ' |
Preferred Units, authorized | 0 | 150,000 |
Preferred units, issued | 0 | 150,000 |
Preferred Units, outstanding | 0 | 150,000 |
Preferred units, liquidation preference value | 0 | 49,500,000 |
Class B Common Units | ' | ' |
Common stock, par value | ' | ' |
Common stock, shares authorized | 0 | 900,000 |
Common stock, shares issued | 0 | 847,500 |
Common stock, shares outstanding | 0 | 847,500 |
Common Class A | ' | ' |
Common stock, par value | $0.00 | ' |
Common stock, shares authorized | 180,000,000 | 0 |
Common stock, shares issued | 11,607,971 | 0 |
Common stock, shares outstanding | 11,607,971 | 0 |
Common Class B | ' | ' |
Common stock, par value | $0.00 | ' |
Common stock, shares authorized | 1,000 | 0 |
Common stock, shares issued | 1 | 0 |
Common stock, shares outstanding | 1 | 0 |
Franchise Agreements | ' | ' |
Accumulated amortization, intangible assets | 73,764,000 | 61,489,000 |
Other Intangible Assets | ' | ' |
Accumulated amortization, intangible assets | $7,912,000 | $7,053,000 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income and Comprehensive Income (USD $) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Revenue: | ' | ' | ' | ' |
Continuing franchise fees | ' | $64,465,000 | $56,350,000 | $57,200,000 |
Annual dues | ' | 29,524,000 | 28,909,000 | 28,922,000 |
Broker fees | ' | 24,811,000 | 19,579,000 | 16,764,000 |
Franchise sales and other franchise revenue | ' | 23,574,000 | 22,629,000 | 19,354,000 |
Brokerage revenue | ' | 16,488,000 | 16,210,000 | 16,062,000 |
Total revenue | ' | 158,862,000 | 143,677,000 | 138,302,000 |
Operating expenses: | ' | ' | ' | ' |
Selling, operating and administrative expenses | ' | 96,243,000 | 84,337,000 | 85,291,000 |
Depreciation and amortization | ' | 15,166,000 | 12,090,000 | 14,473,000 |
Loss on sale or disposition of assets, net | ' | 373,000 | 1,704,000 | 67,000 |
Total operating expenses | ' | 111,782,000 | 98,131,000 | 99,831,000 |
Operating income | ' | 47,080,000 | 45,546,000 | 38,471,000 |
Other expenses, net: | ' | ' | ' | ' |
Interest expense | ' | -14,647,000 | -11,686,000 | -12,203,000 |
Interest income | ' | 321,000 | 286,000 | 372,000 |
Foreign currency transaction (losses) gains, net | ' | -764,000 | 208,000 | -266,000 |
Loss on early extinguishment of debt | ' | -1,798,000 | -136,000 | -384,000 |
Equity in earnings of investees | ' | 904,000 | 1,244,000 | 431,000 |
Total other expenses, net | ' | -15,984,000 | -10,084,000 | -12,050,000 |
Income before provision for income taxes | ' | 31,096,000 | 35,462,000 | 26,421,000 |
Provision for income taxes | ' | -2,844,000 | -2,138,000 | -2,172,000 |
Net income | 4,976,000 | 28,252,000 | 33,324,000 | 24,249,000 |
Less: net income attributable to non-controlling interest | ' | 26,746,000 | 33,324,000 | 24,249,000 |
Net income attributable to RE/MAX Holdings, Inc. | 1,506,000 | 1,506,000 | ' | ' |
Comprehensive income: | ' | ' | ' | ' |
Net income | 4,976,000 | 28,252,000 | 33,324,000 | 24,249,000 |
Change in cumulative translation adjustment | ' | -376,000 | 68,000 | -156,000 |
Reclassification of translation adjustment to loss on sale of assets | ' | ' | -223,000 | -107,000 |
Other comprehensive loss | -192,000 | -376,000 | -155,000 | -263,000 |
Comprehensive income | ' | 27,876,000 | 33,169,000 | 23,986,000 |
Less: comprehensive income attributable to non-controlling interest | ' | 26,446,000 | 33,169,000 | 23,986,000 |
Comprehensive income attributable to RE/MAX Holdings, Inc. | ' | $1,430,000 | ' | ' |
Net income attributable to RE/MAX Holdings, Inc. per Class A | ' | ' | ' | ' |
Basic | $0.13 | ' | ' | ' |
Diluted | $0.12 | ' | ' | ' |
Weighted average shares of Class A common stock outstanding | ' | ' | ' | ' |
Basic | 11,607,971 | ' | ' | ' |
Diluted | 12,234,905 | ' | ' | ' |
Common Class A | ' | ' | ' | ' |
Net income attributable to RE/MAX Holdings, Inc. per Class A | ' | ' | ' | ' |
Basic | $0.13 | ' | ' | ' |
Diluted | $0.12 | ' | ' | ' |
Weighted average shares of Class A common stock outstanding | ' | ' | ' | ' |
Basic | 11,607,971 | ' | ' | ' |
Diluted | 12,234,905 | ' | ' | ' |
Consolidated_Statements_of_Red
Consolidated Statements of Redeemable Preferred Units and Stockholders' Equity/Members' Deficit (USD $) | Total | Noncontrolling Interest | Class B common units for Common Units | Conversion of redeemable Class A preferred units for Preferred Units and Common Units | RMCO, LLC | RMCO, LLC | RMCO, LLC | RMCO, LLC | RMCO, LLC | RMCO, LLC | RMCO, LLC | RMCO, LLC | RMCO, LLC | RMCO, LLC | RE/MAX Holdings, Inc. | RE/MAX Holdings, Inc. | RE/MAX Holdings, Inc. | RE/MAX Holdings, Inc. | RE/MAX Holdings, Inc. | RE/MAX Holdings, Inc. |
In Thousands, except Share data | Redeemable Class A preferred units | Preferred units | Class B Common Units | Common Units | Accumulated other comprehensive income (loss) | Class B common units for Common Units | Class B common units for Common Units | Conversion of redeemable Class A preferred units for Preferred Units and Common Units | Conversion of redeemable Class A preferred units for Preferred Units and Common Units | Conversion of redeemable Class A preferred units for Preferred Units and Common Units | Accumulated other comprehensive income (loss) | Common Class A | Common Class B | Additional paid-in capital | Retained earnings | Noncontrolling Interest | ||||
Class B Common Units | Common Units | Redeemable Class A preferred units | Preferred units | Common Units | ||||||||||||||||
Beginning Balance at Dec. 31, 2010 | ($97,946) | ' | ' | ' | $62,200 | ' | ($100,111) | ' | $2,165 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions to non-controlling unitholders | -9,363 | ' | ' | ' | -6,007 | ' | -9,363 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distribution to member in connection with combination of entity under common control | -15,894 | ' | ' | ' | ' | ' | -15,894 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to and accretion of RMCO, LLC Class A preferred units to estimated redemption amounts | ' | ' | ' | ' | 10,307 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income related to RMCO, LLC Class B common unitholders | 13,942 | ' | ' | ' | ' | ' | 13,942 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in accumulated other comprehensive income | -263 | ' | ' | ' | ' | ' | ' | ' | -263 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | 24,249 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending Balance at Dec. 31, 2011 | -109,524 | ' | ' | ' | 66,500 | ' | -111,426 | ' | 1,902 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions to non-controlling unitholders | -6,215 | ' | ' | ' | -3,388 | ' | -6,215 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to and accretion of RMCO, LLC Class A preferred units to estimated redemption amounts | ' | ' | ' | ' | 15,288 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income related to RMCO, LLC Class B common unitholders | 18,036 | ' | ' | ' | ' | ' | 18,036 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in accumulated other comprehensive income | -155 | ' | ' | ' | ' | ' | ' | ' | -155 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity-based compensation awards issued value | 1,089 | ' | ' | ' | ' | ' | 1,089 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income | 33,324 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending Balance at Dec. 31, 2012 | -96,769 | ' | ' | ' | 78,400 | ' | -98,516 | ' | 1,747 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions paid and payable to non-controlling unitholders | -13,662 | ' | ' | ' | -13,672 | ' | -13,662 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to and accretion of RMCO, LLC Class A preferred units to estimated redemption amounts | ' | ' | ' | ' | 67,622 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income related to RMCO, LLC Class B common unitholders | -44,346 | ' | ' | ' | ' | ' | -44,346 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in accumulated other comprehensive income | -184 | ' | ' | ' | ' | ' | ' | ' | -184 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity-based compensation awards issued value | 701 | ' | ' | ' | ' | ' | 701 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending Balance at Oct. 07, 2013 | -154,260 | ' | ' | ' | 132,350 | ' | -155,823 | ' | 1,563 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions to non-controlling unitholders | 2,832 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in accumulated other comprehensive income | -192 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -192 | ' | ' | ' | ' | ' |
Conversion of RMCO, LLC Class B common units for Common Units | ' | ' | ' | ' | ' | ' | ' | ' | ' | 155,823 | -155,823 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of RMCO, LLC redeemable Class A preferred units for Preferred Units and Common Units | 229,950 | ' | ' | 82,500 | ' | ' | ' | -5,972 | ' | ' | ' | -132,350 | 49,850 | 82,500 | ' | 1 | ' | 235,921 | ' | ' |
Issuance of common stock, shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,500,000 | 1 | ' | ' | ' |
Redemption of RMCO, LLC preferred units and Common Units | -147,768 | ' | ' | ' | ' | -49,850 | ' | -147,768 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial allocation of non-controlling interest and accumulated other comprehensive income of RMCO, LLC effective on the initial public offering | ' | ' | ' | ' | ' | ' | ' | 227,063 | -1,563 | ' | ' | ' | ' | ' | 1,563 | ' | ' | ' | ' | -227,063 |
Distributions paid and payable to non-controlling unitholders | -2,832 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,832 |
Tax benefit from tax receivable agreements | -68,840 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -68,840 | ' | ' |
Net benefit from step-up in tax basis | 69,711 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 69,711 | ' | ' |
Equity-based compensation awards issued value | 2,294 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,294 | ' | ' |
Equity-based compensation awards issued shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 107,971 | ' | ' | ' | ' |
Net income | 4,976 | 3,470 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,506 | 3,470 |
Ending Balance at Dec. 31, 2013 | $15,539 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,371 | $1 | ' | $239,086 | $1,506 | ($226,425) |
Ending Balance, shares at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,607,971 | 1 | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Cash flows from operating activities: | ' | ' | ' |
Net income | $28,252,000 | $33,324,000 | $24,249,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 15,166,000 | 12,090,000 | 14,473,000 |
Bad debt expense | 604,000 | 611,000 | 728,000 |
Loss on sale or disposition of assets | 373,000 | 1,704,000 | 67,000 |
Loss on early extinguishment of debt | 1,798,000 | 136,000 | 384,000 |
Equity in earnings of investees | -904,000 | -1,244,000 | -431,000 |
Distributions received from equity investees | 1,162,000 | 861,000 | 469,000 |
Equity-based compensation | 2,995,000 | 1,089,000 | ' |
Non-cash interest expense | 859,000 | 936,000 | 930,000 |
Deferred income tax expense | 402,000 | 85,000 | 35,000 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts and notes receivable | -585,000 | -1,041,000 | -976,000 |
Advances to affiliates | 57,000 | 252,000 | 313,000 |
Other current and noncurrent assets | -1,245,000 | -740,000 | -531,000 |
Other current and noncurrent liabilities | 1,574,000 | 2,238,000 | 3,754,000 |
Deferred revenue | -439,000 | 958,000 | 125,000 |
Net cash provided by operating activities | 50,069,000 | 51,259,000 | 43,589,000 |
Cash flows from investing activities: | ' | ' | ' |
Purchases of property, equipment and software | -1,108,000 | -1,610,000 | -918,000 |
Proceeds from sale of property and equipment | 18,000 | 32,000 | 57,000 |
Cost to sell assets | ' | -106,000 | ' |
Capitalization of trademark costs | -232,000 | -206,000 | -486,000 |
Acquisitions | -27,305,000 | -45,500,000 | ' |
Net cash used in investing activities | -28,627,000 | -47,390,000 | -1,347,000 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from issuance of debt | 230,000,000 | 45,000,000 | ' |
Payments on debt | -234,658,000 | -8,386,000 | -16,484,000 |
Debt issuance costs | -1,345,000 | -697,000 | ' |
Proceeds from issuance of Class A common stock in initial public offering | 235,922,000 | ' | ' |
Payments of costs directly associated with issuance of Class A common stock | -5,972,000 | ' | ' |
Purchase of Common Units from RMCO, LLC | -197,618,000 | ' | ' |
Distributions to non-controlling unitholders | -27,614,000 | -9,603,000 | -15,370,000 |
Payments on capital lease obligations | -266,000 | -361,000 | -391,000 |
Distribution to member in connection with combination of entity under common control | ' | ' | -15,894,000 |
Net cash used in financing activities | -1,551,000 | 25,953,000 | -48,139,000 |
Effect of exchange rate changes on cash | -17,000 | 68,000 | -61,000 |
Net increase in cash and cash equivalents | 19,874,000 | 29,890,000 | -5,958,000 |
Cash and cash equivalents, beginning of year | 68,501,000 | 38,611,000 | 44,569,000 |
Cash and cash equivalents, end of year | 88,375,000 | 68,501,000 | 38,611,000 |
Supplemental disclosures of cash flow information: | ' | ' | ' |
Cash paid for interest | 13,769,000 | 10,688,000 | 11,245,000 |
Cash paid for income taxes | 2,310,000 | 2,008,000 | 2,192,000 |
Schedule of non-cash activities: | ' | ' | ' |
Initial establishment of deferred tax assets | 69,711,000 | ' | ' |
Tax benefit from tax receivable agreements | 68,840,000 | ' | ' |
Note receivable related to sale of assets of regional franchising operations | ' | 217,000 | ' |
Capital leases for property and equipment | 581,000 | 40,000 | 268,000 |
Tax distributions payable to non-controlling unitholders | $2,552,000 | ' | ' |
Business_and_Organization
Business and Organization | 12 Months Ended | |
Dec. 31, 2013 | ||
Business and Organization | ' | |
1. Business and Organization | ||
RE/MAX Holdings, Inc. (“RE/MAX Holdings”) was formed as a Delaware corporation on June 25, 2013 and was capitalized on July 8, 2013. On October 7, 2013, RE/MAX Holdings completed an initial public offering (the “IPO”) of 11,500,000 shares of Class A common stock at a public offering price of $22.00 per share. A portion of the proceeds received by RE/MAX Holdings from the IPO was used to acquire the business assets of HBN, Inc. (“HBN”) and Tails, Inc. (“Tails”) and the remaining proceeds were used to purchase common membership units in RMCO, LLC (“RMCO”) following the reorganization transactions described below. After the completion of the IPO, RE/MAX Holdings’ owns 39.56% of the common membership units in RMCO. RE/MAX Holdings’ only business is to act as the sole manager of RMCO and, in that capacity, RE/MAX Holdings operates and controls all of the business and affairs of RMCO. As a result, RE/MAX Holdings consolidates RMCO, and because RE/MAX Holdings and RMCO are entities under common control, such consolidation has been reflected for all periods presented. RE/MAX Holdings and its consolidated subsidiaries, including RMCO, are referred to hereinafter as “the Company.” | ||
The Company is one of the world’s leading franchisors of residential and commercial real estate services throughout the United States (“U.S.”) and globally. The Company also operates real estate brokerage services businesses in the U.S. (“Company Owned Brokerages”). The Company’s revenue is derived from continuing franchise fees, annual dues from agents, broker fees, franchise sales and other franchise revenue (which consist of fees from initial sales of and renewals of franchises, regional franchise fees, preferred marketing arrangements, approved supplier programs and event-based revenue from training and other programs) and brokerage revenue (which consists of fees assessed by the Company’s owned brokerages for services provided to their affiliated real estate agents). A franchise grants the broker-owner a license to use the RE/MAX brand, trademark, promotional and operating materials and concepts. | ||
Certain transactions and agreements associated with the IPO are set forth below: | ||
Reorganization Transactions | ||
In connection with the completion of the IPO, RMCO’s Third Amended and Restated Limited Liability Company Agreement (the “Old RMCO, LLC Agreement”), dated as of February 1, 2013 was amended and restated and RMCO’s Fourth Amended and Restated Limited Liability Company Agreement (the “New RMCO, LLC Agreement”) was executed. The New RMCO, LLC Agreement, among other things, modified RMCO’s capital structure as follows (collectively referred to hereinafter as the “Reorganization Transactions”): | ||
— | RMCO’s existing Class A preferred membership interest was converted into (i) a new preferred membership interest that reflected RMCO’s preferred equity holder’s liquidation preference of $49,850,000 and (ii) a common interest in the form of new Common Units (“Common Units”) that reflected RMCO’s preferred equity holders pro-rata share of the residual equity value of RMCO on the IPO date. RMCO’s existing Class B common unitholders also exchanged their ownership interest in RMCO for Common Units on a one-for-one basis; | |
— | RMCO effectuated a 25 for 1 split of the then existing number of outstanding Common Units so that one Common Unit of RMCO could be acquired with the net proceeds received in the Company’s IPO from the sale of one share of RE/MAX Holdings’ Class A common stock, after the deduction of underwriting discounts and commissions and prior to the payment of estimated offering expenses; | |
— | RE/MAX Holdings became a member and the sole manager of RMCO following the purchase of Common Units of RMCO, as described below; | |
· | Previously outstanding and unexercised options to acquire Common Units of RMCO were split 25 for 1 and then substituted for 787,500 options to acquire shares of RE/MAX Holdings’ Class A common stock; and | |
— | RIHI was granted the right to redeem each of its Common Units of RMCO for, at RE/MAX Holdings’ option, newly issued shares of RE/MAX Holdings’ Class A common stock on a one-for-one basis or for a cash payment equal to the market price of one share of RE/MAX Holdings’ Class A common stock. | |
Initial Public Offering | ||
The IPO closed on October 7, 2013, and RE/MAX Holdings raised a total of $253,000,000 in gross proceeds from the sale of 11,500,000 shares of Class A common stock at $22.00 per share, or $235,922,500 in net proceeds after deducting $17,077,500 of underwriting discounts and commissions. | ||
RE/MAX Holdings used $27,305,000 of the proceeds from the IPO to reacquire regional RE/MAX franchise rights in the Southwest and Central Atlantic regions of the U.S. through the acquisitions of the business assets of HBN and Tails. Immediately following the acquisitions of the business assets of HBN and Tails, RE/MAX Holdings contributed such assets to RMCO in exchange for 1,330,977 Common Units of RMCO reflecting the $22.00 public offering price per share of RE/MAX Holdings’ Class A common stock, less underwriting discounts. | ||
RE/MAX Holdings then used the remaining $208,617,500 of the proceeds received from the IPO to purchase 10,169,023 Common Units of RMCO. Of the $208,617,500 of proceeds received by RMCO from RE/MAX Holdings, $11,000,000 was reserved by RMCO to pay for expenses incurred related to the IPO transaction, including $5,972,000 directly related to the issuance of stock. RMCO used the remaining $197,617,500 of proceeds to pay a $49,850,000 liquidity preference associated with the preferred membership interest in RMCO held by Weston Presidio V, L.P. (“Weston Presidio”) and then to redeem common units of RMCO from Weston Presidio and RIHI, Inc. (“RIHI”) at a price per Common Unit equal to the public offering price per share of RE/MAX Holdings’ Class A common stock, less underwriting discounts. | ||
Tax Receivable Agreements | ||
RE/MAX Holdings entered into separate tax receivable agreements (“TRAs”) with Weston Presidio and RIHI (collectively, the “Historical Owners”), that provide for the payment by RE/MAX Holdings to the Historical Owners of RMCO of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that RE/MAX Holdings actually realizes, or in some circumstances is deemed to realize, as a result of an increase in its share of tax basis in RMCO’s tangible and intangible assets, including increases attributable to payments made under the TRAs, and deductions attributable to imputed and actual interest that accrues in respect of such payments. These tax benefit payments are not necessarily conditioned upon one or more of the Historical Owners maintaining a continued ownership interest in either RMCO or RE/MAX Holdings. RE/MAX Holdings expects to benefit from the remaining 15% of cash savings, if any, that it may actually realize, which has been reflected as an increase in “Additional paid-in capital.” The provisions of the separate TRAs that RE/MAX Holdings entered into with each of its Historical Owners were substantially identical. As of December 31, 2013, no amounts had been paid pursuant to the TRAs. | ||
Management Services Agreement | ||
In connection with the completion of the IPO, RMCO entered into a management services agreement with RE/MAX Holdings pursuant to which RE/MAX Holdings agrees to provide certain specific management services to RMCO. In exchange for the services provided, RMCO reimburses RE/MAX Holdings for compensation and other expenses of RE/MAX Holdings’ officers and employees and for certain out-of-pocket costs. RMCO also provides administrative and support services to RE/MAX Holdings, such as office facilities, equipment, supplies, payroll and accounting and financial reporting. The management services agreement further provides that employees of RE/MAX Holdings may participate in RMCO’s benefit plans, and that RMCO’s employees may be entitled to compensation in the form of equity awards issued by RE/MAX Holdings. RMCO indemnifies RE/MAX Holdings for any losses arising from its performance under the management services agreement, except that RE/MAX Holdings indemnifies RMCO for any losses caused by willful misconduct or gross negligence. | ||
Basis of Presentation | ||
As RE/MAX Holdings and RMCO were under the common control of RIHI at the time of the Reorganization Transactions, the transfer of control to RE/MAX Holdings was accounted for as a transaction among entities under common control, which resulted in the following impacts to the consolidated financial statements: | ||
— | Balance Sheets—The assets, liabilities and equity of RMCO and RE/MAX Holdings have been consolidated and carried forward at their historical carrying values; | |
— | Statements of Income—The Consolidated Statements of Income include the historical Consolidated Statements of Income of RMCO consolidated with the Statement of Income of RE/MAX Holdings; | |
— | Statements of Redeemable Preferred Units and Stockholders' Equity/Members’ Deficit—Prior to the Reorganization Transactions and IPO, RMCO and its subsidiaries were organized as a group of Limited Liabilities Companies. Weston Presidio’s and RIHI’s ownership interest in RMCO is reflected as redeemable preferred units and members’ deficit prior to the IPO. As a result of the Reorganization Transactions and IPO, RIHI retained a portion of its interest in RMCO directly through the ownership of RMCO Common Units and these interests are included within non-controlling interest subsequent to the IPO; and | |
— | Statements of Cash Flows—The Statements of Cash Flows include the historical Statements of Cash Flows of RMCO consolidated with the Statement of Cash Flows of RE/MAX Holdings. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||||||
2. Summary of Significant Accounting Policies | |||||||||||||||||||||
Principles of Consolidation | |||||||||||||||||||||
On October 7, 2013, RE/MAX Holdings completed its IPO. Prior to the IPO, RMCO completed the Reorganization Transactions described in Note 1, Business and Organization, and RE/MAX Holdings and RMCO completed reorganization of entities under common control whereby RE/MAX Holdings became the sole managing member of RMCO. Following the Reorganization Transactions and IPO, RE/MAX Holdings held a 39.56% economic interest in RMCO, but as managing member controls the operations, management and activities of RMCO. As a result, RE/MAX Holdings consolidates the financial results of RMCO and records a non-controlling interest on its Consolidated Balance Sheets with respect to the remaining economic interest in RMCO held by RIHI. The Company’s accompanying consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. | |||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant areas in which management uses assumptions include, among other things, the establishment of the allowance for doubtful trade accounts and notes receivable, the determination of the estimated lives of intangible assets, the estimates of the fair value of liabilities related to facility exit costs, equity-based compensation, the estimates of the fair value of reporting units used in the annual assessment of goodwill, the fair value of assets acquired and the amounts due to Historical Owners pursuant to the terms of the TRAs. Actual results could differ from those estimates. | |||||||||||||||||||||
Reclassifications | |||||||||||||||||||||
Certain items in the consolidated financial statements as of December 31, 2012 and for the years ended December 31, 2012 and 2011 have been reclassified to conform to the 2013 presentation. | |||||||||||||||||||||
Segment Reporting | |||||||||||||||||||||
The Company reports its operations in two reportable segments: (1) Real Estate Franchise Services and (2) Brokerage and Other. The Company’s Real Estate Franchise Services reportable segment comprises the operations of the Company’s owned and independent global franchising operations under the RE/MAX brand name. The Company’s Brokerage and Other reportable segment includes the operations of Company Owned Brokerages, reflects the elimination of intersegment revenue and other consolidation entries as well as corporate-wide professional services expenses. | |||||||||||||||||||||
Revenue Recognition | |||||||||||||||||||||
The Company generates revenue primarily from continuing franchise fees, annual dues, broker fees, franchise sales and other franchise revenue and brokerage revenue. Revenue is recognized when there is persuasive evidence of an arrangement, the service has been provided, the price is fixed or determinable and collection of the fees is sufficiently assured. | |||||||||||||||||||||
Continuing Franchise Fees | |||||||||||||||||||||
The Company provides an ongoing trademark license, operational, training and administrative services and systems to franchisees, which include systems and tools that are designed to help the Company’s franchisees and their agents serve their customers and attract new or retain existing independent agents. Continuing franchise fee revenue principally consists of fixed fees earned monthly from franchisees on a per agent basis. Continuing franchise fees are recognized in income when earned and become due and payable, as stipulated in the related franchise agreements. | |||||||||||||||||||||
Annual Dues | |||||||||||||||||||||
Annual dues revenue represents amounts assessed to agents for membership affiliation in the RE/MAX network. The Company defers the annual dues revenue when billed and recognizes the revenue ratably over the 12-month period to which it relates. As of December 31, 2013 and 2012, the Company had deferred annual dues revenue totaling approximately $12,344,000 and $11,599,000, respectively. | |||||||||||||||||||||
The activity in the Company’s annual dues deferred revenue consists of the following (in thousands): | |||||||||||||||||||||
Balance at beginning of period | New Billings | Revenue recognized | Balance at end of period | ||||||||||||||||||
Year ended December 31, 2013 | $ | 11,599 | $ | 30,269 | $ | (29,524 | ) | $ | 12,344 | ||||||||||||
Year ended December 31, 2012 | 11,874 | 28,634 | (28,909 | ) | 11,599 | ||||||||||||||||
Year ended December 31, 2011 | 12,212 | 28,584 | (28,922 | ) | 11,874 | ||||||||||||||||
Broker Fees | |||||||||||||||||||||
Broker fee revenue represents fees received from the Company’s franchise offices that are primarily based on a percentage of agents’ gross commission income. Broker fees are determined upon close of the home-sale transaction and recognized as revenue when the fees become due and payable, as stipulated in the related franchise agreements. | |||||||||||||||||||||
Franchise Sales and Other Franchise Revenue | |||||||||||||||||||||
Franchise sales and other franchise revenue is primarily comprised of revenue from the sale or renewal of franchises, as well as other revenue including revenue from preferred marketing arrangements and affinity programs with various suppliers. | |||||||||||||||||||||
Upon the sale of a real estate brokerage franchise, the Company recognizes revenue from franchise sales when it has no significant continuing operational obligations, substantially all of the initial services have been performed by the Company and other conditions affecting consummation of the sale have been met. In the event the franchisee fails to perform under the franchise agreement or defaults on the purchase obligations, the Company has the right to reacquire the franchise and to resell or operate that specific franchise. Franchise sales revenue recognized during the years ended December 31, 2013, 2012, and 2011 was $9,014,000, $9,392,000 and $7,369,000, respectively. Other franchise revenue is recognized when all revenue recognition criteria are met. | |||||||||||||||||||||
Brokerage Revenue | |||||||||||||||||||||
Brokerage revenue principally represents fees assessed by the Company-owned brokerages for services provided to their affiliated real estate agents. The Company recognizes brokerage revenue when all revenue recognition criteria are met. | |||||||||||||||||||||
Selling, Operating and Administrative Expenses | |||||||||||||||||||||
Selling, operating and administrative expenses primarily consist of personnel costs, including salaries, benefits and other compensation expenses, professional fees, rent and related facility operations expense, as well as other selling, operating and administrative expenses incurred in connection with marketing, expanding and supporting the Company’s franchise and brokerage operations. | |||||||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||||||
Cash and cash equivalents include bank deposits, money market funds and other highly liquid investments purchased with an original purchase maturity of three months or less. | |||||||||||||||||||||
Escrow Cash—Restricted and Escrow Liabilities | |||||||||||||||||||||
Escrow cash—restricted and escrow liabilities on the Consolidated Balance Sheets reflect cash deposits received and held in escrow on pending sales of real estate properties prior to closing. | |||||||||||||||||||||
Accounts and Notes Receivable | |||||||||||||||||||||
Trade accounts receivable from the Company’s franchise operations are recorded at the time the Company is entitled to bill under the terms of the franchise agreements and other contractual arrangements and do not bear interest. The Company provides limited financing of certain franchise sales through the issuance of notes receivable that either bear interest at a rate of prime plus 2% or at a stated amount, which is fixed at the inception of the note with the associated earnings recorded in “Interest income” in the accompanying Consolidated Statements of Income and Comprehensive Income. Amounts collected on notes receivable are included in “Net cash provided by operating activities” in the Consolidated Statements of Cash Flows. | |||||||||||||||||||||
In circumstances where the Company has the contractual right to bill its franchisees, but where collectability is not sufficiently assured, the Company records a receivable and deferred revenue, which amounted to $1,292,000 and $1,820,000 as of December 31, 2013 and 2012, respectively. | |||||||||||||||||||||
The Company records allowances against its accounts and notes receivable balances for estimated probable losses. Increases and decreases in the allowance for doubtful accounts are established based upon changes in the credit quality of receivables for which revenue has been recognized and are included as a component of “Selling, operating and administrative expenses” in the Consolidated Statements of Income and Comprehensive Income. The allowance for doubtful accounts and notes receivable are the Company’s best estimate of the amount of probable credit losses, and is based on historical experience, industry and general economic conditions, and the attributes of specific accounts. The Company’s reserve for accounts and notes receivable where collectability is remote is related to accounts and notes receivable for which revenue has not been recognized and is increased, with a corresponding reduction to deferred revenue, after the Company has determined that the potential for recovery is considered remote. Subsequently, if amounts contractually due from such accounts are collected, revenue is recognized on a cash basis. During the years ended December 31, 2013, 2012 and 2011, the Company recognized revenue of $596,000, $628,000 and $376,000, respectively upon the receipt of cash payments related to amounts that were contractually billed but for which collectability was either not sufficiently assured or considered remote. | |||||||||||||||||||||
The activity in the Company’s allowances against accounts and notes receivable consists of the following (in thousands): | |||||||||||||||||||||
Balance at beginning of period | Additions/ charges to cost and expense for allowances for doubtful accounts | Adjustments (to)/from deferred revenue, net, for accounts where collectability is remote | Deductions/ write-offs | Balance at end of period | |||||||||||||||||
Year ended December 31, 2013 | $ | 3,913 | $ | 604 | $ | (160 | ) | $ | (235 | ) | $ | 4,122 | |||||||||
Year ended December 31, 2012 | 4,853 | 611 | 170 | (1,721 | ) | 3,913 | |||||||||||||||
Year ended December 31, 2011 | 4,478 | 728 | 444 | (797 | ) | 4,853 | |||||||||||||||
For the years ended December 31, 2013, 2012 and 2011, bad debt expense related to trade accounts and notes receivable was $604,000, $611,000 and $728,000, respectively, and is reflected in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income and Comprehensive Income. | |||||||||||||||||||||
Foreign Operations and Foreign Currency Translation | |||||||||||||||||||||
As of December 31, 2013, the Company, directly and through franchisees, conducted operations in the United States, Canada and 95 other countries. During 2012, the Company sold substantially all of the assets of its previously owned and operated regional franchising operations located in Eastern Australia and New Zealand. As a result, as of December 31, 2013 and 2012, the only consolidated foreign subsidiaries where the Company directly conducted franchise operations were in Western Canada, the Caribbean and Central America. | |||||||||||||||||||||
The functional currency for the Company’s consolidated foreign subsidiaries is the applicable local currency for each foreign subsidiary. Assets and liabilities of foreign subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of operations and cash flows are translated at the average exchange rates in effect during the applicable period. Exchange rate fluctuations on translating consolidated foreign currency financial statements into U.S. dollars that result in unrealized gains or losses are referred to as translation adjustments. Cumulative translation adjustments are recorded as a component of “Accumulated other comprehensive income,” a separate component of stockholders’ equity/member’s deficit, and periodic changes are included in comprehensive income. When the Company sells a part or all of its investment in a foreign entity resulting in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided, it releases any related cumulative translation adjustment into net income. | |||||||||||||||||||||
Foreign currency denominated monetary assets and liabilities and transactions occurring in currencies other than the Company’s or the Company’s consolidated foreign subsidiaries’ functional currencies are recorded based on exchange rates at the time such transactions arise. Changes in exchange rates with respect to amounts recorded in the accompanying Consolidated Balance Sheets related to these non-functional currency transactions result in transaction gains and losses that are reflected in the accompanying Consolidated Statements of Income and Comprehensive Income as “Foreign currency transaction (losses) gains, net.” | |||||||||||||||||||||
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 reacquired franchise rights, and are initially recorded based on the remaining contractual term of the franchise agreement and do not consider potential renewals in the determination of fair value. The Company amortizes the franchise agreements over their remaining contractual term on a straight-line basis. | |||||||||||||||||||||
The Company also purchases and develops software for internal use. Software development costs incurred during the application development stage as well as upgrades and enhancements that result in additional functionality are capitalized. Costs incurred during the preliminary project and post-implementation-operation stages are expensed as incurred. Software development costs are generally amortized over a term of three years, its estimated useful life. Purchased software licenses are amortized over their estimated useful lives. | |||||||||||||||||||||
In addition, the Company owns the principal trademarks, service marks and trade names that it uses in conjunction with operating its business. These intangible assets increase when the Company pays to file trademark applications in the U.S. and certain other jurisdictions globally. The Company’s trademarks are amortized on a straight-line basis over their estimated useful lives. | |||||||||||||||||||||
The Company reviews its franchise agreements and other intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated from such asset. Any excess of the carrying amount of an asset that exceeded its estimated cash flows would be charged to operations as an impairment loss. As of December 31, 2013, 2012 and 2011, there were no impairments indicated for such assets. | |||||||||||||||||||||
Goodwill | |||||||||||||||||||||
Goodwill is an asset representing the future economic benefits arising from the other assets acquired in a business combination that are not individually identified and separately recognized. The Company assesses goodwill for impairment at least annually or whenever an event occurs or circumstances change that would indicate impairment may have occurred at the reporting unit level. Reporting units are driven by the level at which management reviews operating results and are one level below the operating segment. The Company performs its required impairment testing annually on August 31. | |||||||||||||||||||||
The Company first performs a qualitative assessment to determine if it is more likely than not that a reporting unit’s fair value is less than its carrying amount and then performs the two-step quantitative goodwill impairment test if necessary. | |||||||||||||||||||||
Under the quantitative impairment test, the Company determines the fair value of its reporting units utilizing the Company’s best estimate of future revenue, operating expenses, cash flows, market and general economic conditions as well as assumptions that it believes marketplace participants would utilize, including discount rates, cost of capital and long term growth rates. When available and as appropriate, the Company uses comparative market multiples and other factors in its analyses. If the carrying value of a reporting unit were to exceed its fair value, the Company would then compare the implied fair value of the reporting unit’s goodwill to its carrying amount, and any excess of the carrying amount would be charged to operations as an impairment loss. Any changes in key assumptions about future cash flows, or changes in market conditions or other external events, could result in future impairment charges and such charges could have a material adverse effect on the Company’s consolidated financial statements. | |||||||||||||||||||||
During 2013, 2012 and 2011, the Company performed its annual assessment of goodwill and the fair value of the Company’s reporting units significantly exceeded the carrying value. Thus, no indicators of impairment existed. | |||||||||||||||||||||
Investments in Equity-Method Investees | |||||||||||||||||||||
The investments in entities in which the Company does not have a controlling interest (financial or operating), but where it has the ability to exercise significant influence over operating and financial policies are accounted for using equity-method investment accounting. | |||||||||||||||||||||
The primary equity-method investment of the Company is a 50% interest in a residential mortgage operation and is recorded as “Investments in equity method investees” in the accompanying Consolidated Balance Sheets. As the Company exerts significant influence over this investment, but does not control it, the Company records its share of earnings and distributions from this investment using the equity method of accounting. The excess of cost of the investment over the Company’s share of the investee’s net assets at the acquisition date is considered to be goodwill. The Company would recognize an impairment loss when there is a loss in value in the equity-method investment, which is other than temporary. The Company’s investment in equity method investees and related equity in earnings of investees is entirely attributable to the Brokerage and Other reportable segment. | |||||||||||||||||||||
Fair Value Measurements | |||||||||||||||||||||
The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: | |||||||||||||||||||||
· | Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. | ||||||||||||||||||||
· | Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. | ||||||||||||||||||||
· | Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. | ||||||||||||||||||||
The carrying amounts for many of the Company’s financial instruments, including cash and cash equivalents, escrow cash – restricted, accounts receivable and notes receivable, accounts payable and escrow liabilities approximate fair value due to their short maturities. The estimated fair value of the Company’s debt represents the amounts that would be paid to transfer or redeem the debt in an orderly transaction between market participants and maximizes the use of observable inputs. For disclosures related to the fair value measurement of the Company’s debt, see Note 9, Debt. No non-recurring fair value adjustments were recorded during the years ended December 31, 2013 and 2012, except those associated with acquisitions, as disclosed in Note 5, Acquisitions and Dispositions. | |||||||||||||||||||||
Income Taxes | |||||||||||||||||||||
The Company accounts for income taxes under the asset and liability method prescribed by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes. As a result of RE/MAX Holdings’ acquisition of Common Units from RMCO, RE/MAX Holdings expects to benefit from amortization and other tax deductions reflecting the step-up in tax basis in the acquired assets. Those deductions will be used by RE/MAX Holdings and will be taken into account in determining RE/MAX Holdings’ taxable income. 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 bases. Management periodically assesses the recoverability of its deferred tax assets based upon expected future earnings, future deductibility of the asset and changes in applicable tax laws and other factors. If management determines that it is not probable that the deferred tax asset will be fully recoverable in the future, a valuation allowance may be established for the difference between the asset balance and the amount expected to be recoverable in the future. The allowance will result in a charge to the Company’s Consolidated Statements of Income and Comprehensive Income. Further, the Company records its income taxes receivable and payable based upon its estimated income tax liability. | |||||||||||||||||||||
RMCO complies with the requirements of the Internal Revenue Code that are applicable to limited liability companies that have elected to be treated as partnerships, which allow for the complete pass-through of taxable income or losses to RMCO’s unitholders, who are individually responsible for any federal tax consequences. Therefore, no federal tax provision is required in RMCO’s consolidated financial statements in the periods prior to October 7, 2013. Subsequently, the tax provision includes the federal income tax obligation related to RE/MAX Holdings’ allocated portion of RMCO’s income. RMCO is subject to certain state and local taxes, and its international subsidiaries are subject to tax in certain jurisdictions. | |||||||||||||||||||||
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. | |||||||||||||||||||||
Equity-Based Compensation | |||||||||||||||||||||
The Company recognizes compensation expense associated with equity-based compensation as a component of “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income and Comprehensive Income. All equity-based compensation is required to be measured at fair value, is expensed over the requisite service period and requires an estimate of forfeitures when calculating compensation expense. The Company recognizes compensation expense on awards on a straight-line basis over the requisite service period for the entire award. Refer to Note 12, Equity-Based Compensation for additional discussion regarding details of the Company’s equity-based compensation plans. | |||||||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||||||
Under the Jumpstart Our Business Startups Act (“JOBS Act”), the Company believes it meets the definition of an emerging growth company. The Company has irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. | |||||||||||||||||||||
In March 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-05, Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (“ASU 2013-05”). This amendment clarifies the applicable guidance for the release of cumulative translation adjustment into net earnings. When an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity, the entity is required to apply the guidance in FASB ASC Topic 830-30 to release any related cumulative translation adjustment into net earnings. ASU 2013-05 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. |
Noncontrolling_Interest
Non-controlling Interest | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Non-controlling Interest | ' | ||||||||||||
3. Non-controlling Interest | |||||||||||||
The Reorganization Transactions and IPO resulted in RE/MAX Holdings becoming RMCO’s sole managing member. As a result, RE/MAX Holdings operates and controls all of the business and affairs of RMCO while owning a 39.56% minority economic interest in RMCO. Therefore, beginning on October 7, 2013, RE/MAX Holdings began to consolidate the financial results of RMCO and its subsidiaries and to record a non-controlling interest for the remaining 60.44% economic interest in RMCO held by RIHI. RE/MAX Holdings’ only sources of cash flow from operations are distributions from RMCO and management fees received pursuant to the management services agreement between RE/MAX Holdings and RMCO. Net income attributable to the non-controlling interest on the Consolidated Statement of Income and Comprehensive Income represents the portion of earnings attributable to the economic interest in RMCO held by the non-controlling unitholders. As of October 7, 2013, the non-controlling interest on the Consolidated Balance Sheets represents the carryover basis of RIHI’s capital account in RMCO. Prospectively, non-controlling interest on the Consolidated Balance Sheets is adjusted to reflect the distributions to and income allocated to the non-controlling unitholders. The ownership of the Common Units is summarized as follows: | |||||||||||||
Non-controlling unitholders ownership of Common Units in RMCO | RE/MAX Holdings outstanding Class A common stock (equal to RE/MAX Holdings Common Units in RMCO) | Total | |||||||||||
As of October 7, 2013 and December 31, 2013 | 17,734,600 | 11,607,971 | 29,342,571 | ||||||||||
60.44 | % | 39.56 | % | 100 | % | ||||||||
The balance of the non-controlling interest as of October 7, 2013 and December 31, 2013 is as follows (in thousands): | |||||||||||||
Equity held by the non-controlling unitholders as of October 7, 2013 immediately prior to the Reorganization Transactions and IPO | $ | (155,823 | ) | ||||||||||
Reorganization Transactions whereby a portion of the Class A preferred units were converted to Common Units | 82,500 | ||||||||||||
Redemption of remaining Common Units held by Weston Presidio, and a portion of the Common Units held by RIHI | (147,768 | ) | |||||||||||
Offering expenses incurred by RMCO and deducted against proceeds received | (5,972 | ) | |||||||||||
RMCO equity held by the non-controlling unitholders as of October 7, 2013 immediately after the Reorganization Transactions and IPO | $ | (227,063 | ) | ||||||||||
Allocation of income subsequent to Reorganization Transactions and IPO | 3,470 | ||||||||||||
Distributions paid and payable to non-controlling unitholders | (2,832 | ) | |||||||||||
Balance of non-controlling interest as of December 31, 2013 | $ | (226,425 | ) | ||||||||||
Distributions and Other Payments to Non-controlling Unitholders | |||||||||||||
Distributions for Taxes | |||||||||||||
As a limited liability company (treated as a partnership for income tax purposes), RMCO does not incur significant federal or state and local income taxes, as these taxes are primarily the obligations of the members of RMCO. As authorized by the New RMCO, LLC Agreement, RMCO is required to distribute cash, generally, on a pro rata basis, to its members to the extent necessary to cover the members’ tax liabilities, if any, with respect to their share of RMCO earnings. RMCO makes such tax distributions to its members based off an estimated tax rate which is calculated at 46.2% for RMCO’s 2013 tax year and is based on the terms of the New RMCO, LLC Agreement. Upon completion of its tax returns with respect to the prior year, RMCO may make true-up distributions to its members, if cash is available for such purposes, with respect to actual taxable income for the prior year. Distributions for taxes to RMCO’s non-controlling unitholders were also required in accordance with the Old RMCO, LLC Agreement and were $19,614,000, $3,479,500 and $10,370,000 during the years ended December 31, 2013, 2012 and 2011, respectively. | |||||||||||||
Other Distributions | |||||||||||||
Cash distributions are also made to non-controlling unitholders based on their ownership percentage in RMCO as determined in accordance with the Old RMCO, LLC Agreement and the New RMCO, LLC Agreement. Future cash distributions will be made to non-controlling unitholders pro rata on a quarterly basis equal to the anticipated dividend payments to the holders of the Company’s Class A common stock. Distributions of $8,000,000, $6,123,500 and $5,000,000 during the years ended December 31, 2013, 2012 and 2011, respectively, were made to non-controlling unitholders. | |||||||||||||
Payments Pursuant to the Tax Receivable Agreements | |||||||||||||
As of December 31, 2013, the Company recorded a liability of $68,840,000, representing the payments due to the Historical Owners under the TRAs (see current and non-current portion of “Payable to related parties pursuant to tax receivable agreements” on the Company’s Consolidated Balance Sheets). | |||||||||||||
Within the next 12 month period, the Company expects to pay $902,000 of the total amount of the estimated TRA liability. To determine the current amount of the payments due to the Historical Owners pursuant to the TRAs, the Company estimated the amount of taxable income that RE/MAX Holdings generated from the date of the closing of the IPO on October 7, 2013 through December 31, 2013. Next, the Company estimated the amount of the specified deductions subject to the TRA which are expected to be realized by RE/MAX Holdings in its 2013 tax return. This amount was then used as a basis for determining the Company’s increase in estimated tax cash savings as a result of such deductions on which a current TRA obligation became due (i.e. payable within 12 months of the Company’s year-end). These calculations are performed pursuant to the terms of the TRAs. | |||||||||||||
Payments are anticipated to be made under the TRAs indefinitely, with the first potential payment becoming due on the original due date of RE/MAX Holdings’ initial federal income tax return. The payments are to be made in accordance with the terms of the TRAs. The timing of the payments is subject to certain contingencies including RE/MAX Holdings having sufficient taxable income to utilize all of the tax benefits defined in the TRAs. | |||||||||||||
Obligations pursuant to the TRAs are obligations of RE/MAX Holdings. They do not impact the non-controlling interest. These obligations are not income tax obligations and have no impact on the tax provision or the allocation of taxes. In general, items of income, gain, loss and deduction are allocated on the basis of member’s ownership interests pursuant to the New RMCO, LLC Agreement after taking into consideration all relevant sections of the Internal Revenue Code. | |||||||||||||
Earnings_Per_Share
Earnings Per Share | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Earnings Per Share | ' | |||
4. Earnings Per Share | ||||
Basic earnings per share (“EPS”) measures the performance of an entity over the reporting period. Diluted earnings per share measures the performance of an entity over the reporting period while giving effect to all potentially dilutive common shares that were outstanding during the period. The treasury stock method is used to determine the dilutive potential of stock options and restricted stock units. | ||||
The following is a reconciliation of the numerator and denominator used in the basic and diluted EPS calculations (in thousands, except shares and per share information): | ||||
Period from October 7 through | ||||
December 31, | ||||
2013 | ||||
Numerator | ||||
Net income attributable to RE/MAX Holdings, Inc. | $ | 1,506 | ||
Denominator for basic net income per share of Class A common stock | ||||
Weighted average shares of Class A common stock outstanding | 11,607,971 | |||
Denominator for diluted net income per share of Class A common stock | ||||
Weighted average shares of Class A common stock outstanding | 11,607,971 | |||
Add dilutive effect of the following: | ||||
Stock options | 597,895 | |||
Restricted stock units | 29,039 | |||
Weighted average shares of Class A common stock outstanding, diluted | 12,234,905 | |||
Earnings per share of Class A common stock | ||||
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock, basic | $ | 0.13 | ||
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock, diluted | $ | 0.12 | ||
EPS information is not applicable for reporting periods prior to the completion of the IPO which became effective on October 7, 2013. The one share of Class B common stock outstanding does not share in the earnings of RE/MAX Holdings and is therefore not a participating security. Accordingly, basic and diluted net income per share of Class B common stock has not been presented. |
Acquisitions_and_Dispositions
Acquisitions and Dispositions | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Acquisitions and Dispositions | ' | |||||||||||
5. Acquisitions and Dispositions | ||||||||||||
Acquisitions | ||||||||||||
Acquisition of HBN and Tails | ||||||||||||
In connection with the IPO effective October 7, 2013, RE/MAX Holdings acquired the net assets, excluding cash, of HBN and Tails for consideration paid of $7,130,000 and $20,175,000, respectively and contributed the assets to RMCO in order to expand RMCO’s owned and operated regional franchising operations in the Southwest and Central Atlantic regions of the U.S. HBN and Tails were owned in part by related parties, but were not under common control with RE/MAX Holdings and RMCO. As a result, the assets acquired constitute businesses that were accounted for using the fair value acquisition method, and the total purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the total purchase price over the fair value of the identifiable assets acquired and liabilities assumed was recorded as goodwill. The goodwill recognized for HBN and Tails is attributable to expected synergies and projected long term revenue growth and relates entirely to the Real Estate Franchise Services segment. | ||||||||||||
Purchase Price Allocation | ||||||||||||
The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands): | ||||||||||||
HBN | Tails | Total | ||||||||||
Accounts and notes receivable, net | $ | 354 | $ | 2,080 | $ | 2,434 | ||||||
Other current assets | 17 | 12 | 29 | |||||||||
Franchise agreements | 6,515 | 16,493 | 23,008 | |||||||||
Goodwill | 321 | 1,711 | 2,032 | |||||||||
Other assets | 15 | - | 15 | |||||||||
Accrued liabilities | (92 | ) | (121 | ) | (213 | ) | ||||||
Total purchase price | $ | 7,130 | $ | 20,175 | $ | 27,305 | ||||||
The valuation of acquired regional franchise agreements was derived using primarily unobservable Level 3 inputs, which require significant management judgment and estimation. The regional franchise agreements acquired were valued using an income approach and are being amortized over the remaining contractual term of approximately fourteen years using the straight-line method. For the remaining assets acquired, fair value approximated carrying value. | ||||||||||||
Acquisition of RE/MAX of Texas | ||||||||||||
Effective December 31, 2012, RMCO acquired certain assets of RE/MAX/KEMCO Partnership L.P. d/b/a RE/MAX of Texas (“RE/MAX of Texas”), including the regional franchise agreements issued by the Company permitting the sale of RE/MAX franchises in the state of Texas. RMCO acquired these assets in order to expand its owned and operated regional franchising operations. The purchase price was $45,500,000 and was paid in cash using proceeds from borrowings. The assets acquired constitute a business that was accounted for using the fair value acquisition method. The total purchase price was allocated to the assets acquired based on their estimated fair values. The excess of the total purchase price over the fair value of the identifiable assets acquired was recorded as goodwill. The goodwill recognized for RE/MAX of Texas is attributable to expected synergies and projected long-term revenue growth and relates entirely to the Real Estate Franchise Services segment. | ||||||||||||
Purchase Price Allocation | ||||||||||||
The following table summarizes the estimated fair value of the assets acquired at the acquisition date (in thousands): | ||||||||||||
Accounts and notes receivable, net | $ | 122 | ||||||||||
Franchise agreements | 15,200 | |||||||||||
Goodwill | 30,178 | |||||||||||
Total purchase price | $ | 45,500 | ||||||||||
The valuation of acquired regional franchise agreements was derived using primarily unobservable Level 3 inputs, which require significant management judgment and estimation. The regional franchise agreements acquired were valued using an income approach and are being amortized over the remaining contractual term of approximately four years using the straight-line method. For the remaining assets acquired, fair value approximated carrying value. | ||||||||||||
Unaudited Pro Forma Financial Information | ||||||||||||
The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the acquisitions of HBN, Tails and RE/MAX of Texas had occurred on January 1, 2012. The historical financial information has been adjusted to give effect to events that are (1) directly attributed to the acquisition, (2) factually supportable and (3) expected to have a continuing impact on the combined results. Such items include interest expense related to debt issued to fund the acquisition as well as additional amortization expense associated with the valuation of the acquired franchise agreement. This unaudited pro forma information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the acquisition had actually occurred on that date, nor of the results that may be obtained in the future. | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | |||||||||||
(unaudited) | ||||||||||||
(in thousands) | ||||||||||||
Total revenue | $ | 165,113 | $ | 158,995 | ||||||||
Net income | 30,486 | 33,454 | ||||||||||
Acquisition of RE/MAX of Colorado, Inc. | ||||||||||||
Effective December 31, 2011, the Company acquired the net assets, excluding cash, of RE/MAX of Colorado, Inc. for consideration paid of $15,894,000. The Company acquired the net assets in order to expand its owned and operated regional franchising operations. The net assets acquired included the regional franchise agreement issued by the Company, permitting the sale of RE/MAX franchises in the states of Colorado, Utah, Wyoming, North Dakota and South Dakota. The Company’s Chairman and Vice Chair were the sole stockholders of RE/MAX of Colorado, Inc. Accordingly, the Company accounted for the transfer of net assets as a combination of entities under common control. All acquired assets and liabilities recognized in the balance sheets of each combining entity were carried forward to the balance sheet of the combined entity, at their respective carrying amounts, and no other assets were recognized as a result of the combination. In addition, the combination of entities under common control was presented in the accompanying consolidated financial statements as if it had always been combined. The consideration paid was recognized at December 31, 2011, with an offsetting adjustment to equity. | ||||||||||||
Dispositions | ||||||||||||
Disposition of RE/MAX Australia Franchising Pty Ltd. and RE/MAX New Zealand Ltd. | ||||||||||||
During 2012, the Company sold substantially all of the assets of its owned and operated regional franchising operations located in Eastern Australia and New Zealand for a net purchase price of approximately $217,000. The Company recognized losses on the sale of the assets of the two regions amounting to approximately $1,111,000 and $612,000, respectively, which are reflected in “Loss on sale or disposition of assets, net” in the accompanying Consolidated Statements of Income and Comprehensive Income ended December 31, 2012. The losses recorded include approximately $1,149,000 related to goodwill derecognized upon the sale of the related assets. In connection with the sale of the assets, the Company entered into separate regional franchise agreements with the purchaser, under which the Company will receive ongoing monthly continuing franchise fees, broker fees and franchise sales revenue. The term of each of the regional franchise agreements is 20 years with an option by the Company to renew for an additional 20-year term. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Property and Equipment | ' | |||||||||
6. Property and Equipment | ||||||||||
Property and equipment consist of the following (in thousands): | ||||||||||
As of December 31, | ||||||||||
Depreciable life | 2013 | 2012 | ||||||||
Leasehold improvements | Shorter of estimated useful life or life of lease | $ | 2,559 | $ | 2,388 | |||||
Office furniture, fixtures and equipment | 3 - 10 years | 17,749 | 19,274 | |||||||
Equipment under capital leases | 3 - 5 years | 1,675 | 2,096 | |||||||
21,983 | 23,758 | |||||||||
Less accumulated depreciation | (19,400 | ) | (20,426 | ) | ||||||
$ | 2,583 | $ | 3,332 | |||||||
Depreciation expense was $2,181,000, $2,319,000 and $2,654,000 for the years ended December 31, 2013, 2012 and 2011, respectively. |
Intangible_Assets_and_Goodwill
Intangible Assets and Goodwill | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||
Intangible Assets and Goodwill | ' | |||||||||||||||||||||||||||
7. Intangible Assets and Goodwill | ||||||||||||||||||||||||||||
The following table provides the components of the Company’s intangible assets (in thousands): | ||||||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | |||||||||||||||||||||||||||
Initial Weighted Average Amortization Period (in years) | Initial Cost | Accumulated Amortization | Net Balance | Initial Cost | Accumulated Amortization | Net Balance | ||||||||||||||||||||||
Franchise agreements | 12.1 | $ | 162,835 | $ | (73,764 | ) | $ | 89,071 | $ | 139,827 | $ | (61,489 | ) | $ | 78,338 | |||||||||||||
Other intangible assets: | ||||||||||||||||||||||||||||
Software | 4.2 | $ | 7,463 | $ | (6,633 | ) | $ | 830 | $ | 7,158 | $ | (5,942 | ) | $ | 1,216 | |||||||||||||
Trademarks | 14.9 | 2,935 | (1,279 | ) | 1,656 | 2,716 | (1,111 | ) | 1,605 | |||||||||||||||||||
Total other intangible assets | $ | 10,398 | $ | (7,912 | ) | $ | 2,486 | $ | 9,874 | $ | (7,053 | ) | $ | 2,821 | ||||||||||||||
Amortization expense was $12,985,000, $9,771,000 and $11,819,000 for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||||||||||||||||||
The estimated future amortization of intangible assets, other than goodwill, is as follows (in thousands): | ||||||||||||||||||||||||||||
Year ending December 31: | ||||||||||||||||||||||||||||
2014 | $ | 14,217 | ||||||||||||||||||||||||||
2015 | 14,006 | |||||||||||||||||||||||||||
2016 | 13,765 | |||||||||||||||||||||||||||
2017 | 9,868 | |||||||||||||||||||||||||||
2018 | 6,264 | |||||||||||||||||||||||||||
Thereafter | 33,437 | |||||||||||||||||||||||||||
$ | 91,557 | |||||||||||||||||||||||||||
Amounts recorded as goodwill in the Company’s accompanying Consolidated Balance Sheets are attributable to the Real Estate Franchise Services segment. The following table presents changes to goodwill for the years ended December 31, 2013 and 2012 (in thousands): | ||||||||||||||||||||||||||||
Balance, January 1, 2012 | $ | 41,882 | ||||||||||||||||||||||||||
Goodwill derecognized upon sale of related assets | (1,149 | ) | ||||||||||||||||||||||||||
Goodwill recognized in acquisition | 30,178 | |||||||||||||||||||||||||||
Effect of changes in foreign currency exchange rates | 128 | |||||||||||||||||||||||||||
Balance, December 31, 2012 | 71,039 | |||||||||||||||||||||||||||
Goodwill recognized in acquisitions | 2,032 | |||||||||||||||||||||||||||
Effect of changes in foreign currency exchange rates | (290 | ) | ||||||||||||||||||||||||||
Balance, December 31, 2013 | $ | 72,781 | ||||||||||||||||||||||||||
Accrued_Liabilities
Accrued Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accrued Liabilities | ' | ||||||||
8. Accrued Liabilities | |||||||||
Accrued liabilities consist of the following (in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Accrued payroll and related employee costs | $ | 4,746 | $ | 4,542 | |||||
Accrued property taxes | 1,159 | 1,609 | |||||||
Accrued professional fees | 573 | 776 | |||||||
Lease-related accruals | 853 | 693 | |||||||
Other | 2,013 | 1,777 | |||||||
$ | 9,344 | $ | 9,397 | ||||||
Debt
Debt | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt | ' | ||||||||
9. Debt | |||||||||
Debt consists of the following (in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
2013 Senior Secured Credit Facility, principal of $575 payable quarterly, matures in July 2020, net of unamortized discount of $446 as of December 31, 2013 | $ | 228,404 | $ | - | |||||
2010 Senior Secured Credit Facility, principal of $650 payable quarterly, matures in April 2016, net of unamortized discount of $1,192 as of December 31, 2012 | - | 232,326 | |||||||
Less current portion | (17,300 | ) | (10,600 | ) | |||||
$ | 211,104 | $ | 221,726 | ||||||
Maturities of debt are as follows (in thousands): | |||||||||
Year ending December 31: | |||||||||
2014 | $ | 17,300 | |||||||
2015 | 2,300 | ||||||||
2016 | 2,300 | ||||||||
2017 | 2,300 | ||||||||
2018 | 2,300 | ||||||||
Thereafter | 202,350 | ||||||||
$ | 228,850 | ||||||||
Senior Secured Credit Facility | |||||||||
On April 16, 2010, the Company entered into a credit agreement with several lenders and administered by a bank, collectively referred to herein as “The 2010 Senior Secured Credit Facility.” The 2010 Senior Secured Credit Facility consisted of a $215,000,000 term loan facility and a $10,000,000 revolving loan facility. | |||||||||
On December 31, 2012, the 2010 Senior Secured Credit Facility was amended providing for an additional term loan in an aggregate principal amount equal to $45,000,000. The proceeds were used to fund the acquisition of certain assets of RE/MAX of Texas. See Note 5, Acquisitions and Dispositions, for additional disclosures regarding this acquisition. | |||||||||
On July 31, 2013, the Company entered into a new credit agreement with several lenders and administered by a bank, collectively referred to herein as the “2013 Senior Secured Credit Facility.” In connection therewith, proceeds received were used to repay existing indebtedness pursuant to the Company’s 2010 Senior Secured Credit Facility. The 2013 Senior Secured Credit Facility consists of a $230,000,000 term loan facility and a $10,000,000 revolving loan facility. The proceeds provided by the term loan were used to refinance and repay existing indebtedness and for working capital, capital expenditures and general corporate purposes. Interest rates with respect to the term and revolving loans are based, at the Company’s option, on (a) adjusted LIBOR, provided that LIBOR shall be no less than 1% plus a maximum applicable margin of 3% or (b) ABR, provided that ABR shall be no less than 2%, which is equal to the greater of (1) JPMorgan Chase Bank, N.A.’s prime rate; (2) the Federal Funds Effective Rate plus 0.5% or (3) the calculated Eurodollar Rate plus 1.0%, plus a maximum applicable margin of 2%. The applicable margin will be adjusted quarterly beginning in the first quarter of 2014 based on the Company’s total leverage ratio as defined in the 2013 Senior Secured Credit Facility. The 2010 Senior Secured Credit Facility was, and the 2013 Senior Secured Credit Facility is, structured as loan syndications, whereby several lenders individually loaned specific amounts to the Company and the Company is obligated to repay each individual lender. Therefore, in determining the appropriate accounting for the debt transaction, the Company evaluated if the terms of amounts owed to each lender under the 2010 Senior Secured Credit Facility were substantially different than the amounts owed to each lender under the 2013 Senior Secured Credit Facility. For amounts owed to lenders with terms that were substantially different or for lenders that did not participate in the 2013 Senior Secured Credit Facility, the Company accounted for the transaction as early extinguishments of debt and recorded a loss of $1,664,000 during the year ended December 31, 2013 related to unamortized debt discount and issuance costs. For amounts owed to lenders with terms that were not substantially different, the Company accounted for the transaction as a modification. In connection with the 2013 Senior Secured Credit Facility, the Company incurred costs of $3,327,000, of which $1,345,000 was recorded in “Debt issuance costs, net” in the accompanying Consolidated Balance Sheets and are being amortized to interest expense over the remaining term of the 2013 Senior Secured Credit Facility and the remaining $1,982,000 was expensed as incurred. | |||||||||
The Company is required to make principal payments out of excess cash flow, as defined in the 2013 Senior Secured Credit Facility, as well as from the proceeds of certain asset sales, proceeds from the issuance of indebtedness and from insurance recoveries. As of December 31, 2013, the Company expects it will make an excess cash flow payment of approximately $15,000,000 in the second quarter of 2014. Mandatory principal payments of $575,000 are due quarterly until the facility matures on July 31, 2020. During the year ended December 31, 2013 and 2012, the Company made mandatory principal excess cash flow prepayments in accordance with the 2010 Senior Secured Credit Facility of $8,000,000 and $6,123,500, respectively. The Company accounted for these mandatory principal prepayments as early extinguishments of debt and accordingly recorded a loss on early extinguishment of debt of approximately $134,000 and $136,000 for the years ended December 31, 2013 and 2012, respectively, related to unamortized debt discount and issuance costs. The Company may make optional prepayments of the term loan at any time; however, no such optional prepayments were made during the years ended December 31, 2013 or 2012. | |||||||||
The 2013 Senior Secured Credit Facility requires compliance with certain operational and financial covenants to the extent the Company has an outstanding balance on its revolving loan facility at the end of each quarter. The Company did not have an outstanding balance on the revolving loan facility as of December 31, 2013 and as such, no covenants were required. | |||||||||
The Company had no borrowings drawn on the revolving loan facility during the years ended December 31, 2013 and 2012. The Company pays a quarterly commitment fee equal to 0.5% on the average daily amount of the unused portion of the revolving loan facility. | |||||||||
The estimated fair value of the Company’s debt as of December 31, 2013 and 2012 represents the amount that would be paid to transfer or redeem the debt in an orderly transaction between market participants at that date and maximizes the use of observable inputs. The fair value of the Company’s debt was estimated using a market approach based on the amount at the measurement date that the Company would pay to enter into the identical liability, since quoted prices for the Company’s debt instruments are not available. As a result, the Company has classified the fair value of its 2013 Senior Secured Credit Facility as Level 2 of the fair value hierarchy. The carrying amounts of the Company’s Senior Secured Credit Facility are included in the Consolidated Balance Sheets in “Current portion of debt” and “Debt, net of current portion.” The carrying value of the Senior Secured Credit Facility was $228,404,000 and $232,326,000 as of December 31, 2013 and 2012, respectively. The fair value of the Senior Secured Credit Facility was $229,422,000 and $233,046,000 as of December 31, 2013 and 2012, respectively. | |||||||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income Taxes | ' | |||||||||||
10. Income Taxes | ||||||||||||
Income before the provision for income taxes as shown in the accompanying Consolidated Statements of Income and Comprehensive Income is as follows (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Domestic | $ | 23,729 | $ | 29,964 | $ | 19,358 | ||||||
Foreign | 7,367 | 5,498 | 7,063 | |||||||||
Total | $ | 31,096 | $ | 35,462 | $ | 26,421 | ||||||
Components of the provision for income taxes consist of the following (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current | ||||||||||||
Federal | $ | 348 | $ | - | $ | - | ||||||
Foreign | 2,068 | 2,053 | 2,137 | |||||||||
State and local | 26 | - | - | |||||||||
Total current expense | 2,442 | 2,053 | 2,137 | |||||||||
Deferred expense | ||||||||||||
Federal | 366 | - | - | |||||||||
Foreign | 9 | 85 | 35 | |||||||||
State and local | 27 | - | - | |||||||||
Total deferred expense | 402 | 85 | 35 | |||||||||
Provision for income tax expense | $ | 2,844 | $ | 2,138 | $ | 2,172 | ||||||
Prior to October 7, 2013, the Company had not been subject to U.S. federal income taxes as RMCO is organized as a limited liability company; however, RMCO was, and continues to be, subject to certain other foreign, state and local taxes. As a result of the Reorganization Transactions and IPO, the portion of RMCO’s income attributable to RE/MAX Holdings is now subject to U.S. federal, state, local and foreign income taxes and is taxed at the prevailing corporate tax rates. | ||||||||||||
A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
U.S. statutory tax rate | 34 | % | 34 | % | 34 | % | ||||||
Increase due to state and local taxes, net of federal benefit | 2.6 | % | 2.5 | % | 2.3 | % | ||||||
Effect of permanent differences | 1.2 | % | 0 | % | 0 | % | ||||||
Income attributable to non-controlling interests | (28.7 | )% | (30.5 | )% | (28.1 | )% | ||||||
Effective tax rate | 9.1 | % | 6 | % | 8.2 | % | ||||||
The Company’s effective tax rate includes a rate benefit attributable to the fact that the Company’s subsidiaries operate as a series of limited liability companies which are not themselves subject to federal income tax. Accordingly, the portion of the Company’s subsidiaries earnings attributable to the non-controlling interest are subject to tax when reported as a component of the non-controlling interests’ taxable income. | ||||||||||||
Income taxes payable were $448,000 and $400,000 at December 31, 2013 and 2012, respectively. | ||||||||||||
Deferred income taxes are provided for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the accompanying Consolidated Balance Sheets. | ||||||||||||
These temporary differences result in taxable or deductible amounts in future years. Details of the Company’s deferred tax assets and liabilities are summarized as follows (in thousands): | ||||||||||||
As of December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Current deferred tax assets | ||||||||||||
Compensation and benefits | $ | 557 | $ | - | ||||||||
Allowance for doubtful accounts | 456 | - | ||||||||||
Deferred revenue | 239 | - | ||||||||||
Other | 151 | - | ||||||||||
Total current deferred tax assets* | 1,403 | - | ||||||||||
Long-term deferred tax assets | ||||||||||||
Goodwill and other intangibles | 66,494 | 12 | ||||||||||
Rent liabilities | 1,301 | - | ||||||||||
Other | 516 | 84 | ||||||||||
Total long-term deferred tax assets | 68,311 | 96 | ||||||||||
Long-term deferred tax liabilities | ||||||||||||
Property and equipment and other long-lived assets | (377 | ) | (405 | ) | ||||||||
Investments in equity method investees | (338 | ) | - | |||||||||
Total long-term deferred tax liabilities | (715 | ) | (405 | ) | ||||||||
Net long-term deferred tax assets | 67,596 | (309 | ) | |||||||||
Total deferred tax assets and liabilities | $ | 68,999 | $ | (309 | ) | |||||||
* Current deferred tax assets are included in “Other current assets” in the accompanying Consolidated Balance Sheets. | ||||||||||||
The increase in deferred tax assets was primarily due to an increase in the tax basis of certain intangible assets resulting from RE/MAX Holdings’ investment in RMCO. Net deferred tax assets are also recorded related to differences between the financial reporting basis and the tax basis of RE/MAX Holdings’ proportionate share of the net assets of RMCO. Based on the Company’s historical taxable income and its expected future earnings, management evaluates the uncertainty associated with booking tax benefits and determined that the deferred tax assets are more likely than not to be realized, including evaluation of deferred tax liabilities and the expectation of future taxable income. | ||||||||||||
The Company does not believe it has any significant uncertain tax positions. Accordingly, the Company did not record any adjustments or recognize interest expense for uncertain tax positions for the years ended December 31, 2013, 2012 and 2011. In the future, if uncertain tax positions arise, interest and penalties will be accrued and included in the “Provision for income taxes.” | ||||||||||||
The Company and its subsidiaries file, or will file, income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. RE/MAX Holdings will file its initial income tax return for the period from October 7, 2013 through December 31, 2013 by September 15, 2014. RMCO is not subject to federal income taxes as it is a flow-through entity. With respect to state and local jurisdictions and countries outside of the United States, the Company and its subsidiaries are typically subject to examination for four to five years after the income tax returns have been filed. | ||||||||||||
Capital_Structure
Capital Structure | 12 Months Ended |
Dec. 31, 2013 | |
Capital Structure | ' |
11. Capital Structure | |
RE/MAX Holdings Capital Structure | |
Subsequent to the Reorganization Transactions and IPO as described in Note 1, Business and Organization, RE/MAX Holdings has two classes of common stock, Class A common stock and Class B common stock, which are described as follows: | |
Class A common stock | |
Holders of shares of Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Additionally, holders of shares of Class A common stock are entitled to receive dividends when and if declared by the Board of Directors, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. | |
Upon dissolution, liquidation or the sale of all or substantially all of the Company’s assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A common stock will be entitled to receive the Company’s remaining assets available for distribution on pro rata basis. | |
Holders of shares of Class A common stock do not have preemptive, subscription, redemption or conversion rights. | |
Class B common stock | |
Holders of Class B common stock are entitled to two votes for each Common Unit in RMCO held by the holder, without regard to the number of shares of Class B common stock held. Accordingly, Common Unitholders of RMCO collectively have a number of votes in RE/MAX Holdings that is equal to two times the aggregate number of Common Units that they hold. | |
The voting rights of the Class B common stock will be reduced to one times the aggregate number of RMCO Common Units held after any of the following events: (i) October 7, 2018; (ii) the death of the Company’s Chairman and Founder David Liniger; or (iii) at such time as RIHI’s ownership of RMCO Common Units falls below 30%. Additionally, if any Common Units of RMCO are validly transferred in accordance with the terms of the New RMCO, LLC Agreement, the voting rights of the corresponding shares of Class B common stock transferred will also be reduced to one times the aggregate number of RMCO Common Units held by such transferee, unless the transferee is David Liniger. | |
Holders of shares of Class A common stock and Class B common stock vote together as a single class on all matters presented to the Company’s stockholders for their vote or approval, except as otherwise required by applicable law. | |
Holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon a dissolution or liquidation or the sale of all or substantially all of the Company’s assets. Additionally, holders of shares of Class B common stock do not have preemptive, subscription, redemption or conversion rights. | |
Dividends | |
As of December 31, 2013, RE/MAX Holdings had not paid nor had it declared any dividends. On March 21, 2014, RE/MAX Holdings declared a quarterly dividend of $0.0625 per share on outstanding shares of Class A common stock. | |
RMCO Capital Structure | |
The capital structure discussed below is reflective of RMCO’s structure as it existed at October 7, 2013, immediately prior to the Reorganization Transactions and as impacted by the Reorganization Transactions and the use of proceeds from the IPO. | |
General | |
During April 2010, RIHI transferred all of its ownership interests to RMCO in exchange for 847,500 Class B common units and 37,500 Class A preferred units. On April 16, 2010, RMCO issued 112,500 redeemable preferred units (“Class A preferred units”) to Weston Presidio for proceeds of $30,000,000 and sold 37,500 preferred units to Weston Presidio for proceeds of $10,000,000. | |
Redeemable Preferred Units | |
Prior to the Reorganization Transactions, RMCO’s Class A preferred units had an initial optional redemption date of April 16, 2014. The total number of authorized Class A preferred units was 150,000 and all authorized Class A preferred units were issued and outstanding with no par value. As the holder of the outstanding Class A preferred units, Weston Presidio had voting rights and was entitled to receive a cumulative preferential yield of 10% per annum. As described in Note 1, Business and Organization, in connection with the IPO, the Class A preferred units were converted into (i) a new preferred membership interest that reflected Weston Presidio’s liquidation preference and (ii) a common interest that reflected Weston Presidio’s pro-rata share of the residual equity value of RMCO. On October 7, 2013, RMCO used the proceeds it received from RE/MAX Holdings to pay Weston Presidio a $49,850,000 liquidity preference associated with its preferred membership interest and to fully redeem all 3,750,000 Common Units held by Weston Presidio at a price per Common Unit equal to the public offering price per share of RE/MAX Holdings’ Class A common stock, less underwriting discounts, totaling $76,931,250. | |
Common Units | |
Prior to the Reorganization Transactions, the total number of authorized RMCO Class B common units was 900,000 of which 52,500 were reserved for issuance under a unit option plan. As of October 7, 2013, the Company had granted options to purchase 31,500 Class B common units under its 2011 Unit Option Plan to certain employees of one of its wholly owned subsidiaries. See Note 12, Equity-Based Compensation, for further disclosure regarding the unit options granted by the Company during 2012. The remaining 847,500 authorized Class B common units were issued and outstanding with no par value and were held by RIHI. RIHI, in its capacity as a holder of Class B common units, had voting rights, was entitled to receive distributions subject to certain limitations as defined by the Old RMCO, LLC Agreement, and, upon liquidation or dissolution, was entitled to receive assets available for distribution. There were no mandatory redemption or sinking fund provisions with respect to such Class B common units. The Class B common units were subordinate to the Class A preferred units, to the extent of the preference associated with such Class A preferred units, with respect to distributions and rights upon liquidation, winding up and dissolution of the Company. | |
In connection with the Reorganization Transactions, all outstanding RMCO Class B common units were exchanged for newly issued Common Units of RMCO. Additionally, RMCO effectuated a 25 for 1 split of the then existing number of outstanding newly issued Common Units of RMCO so that one Common Unit could be acquired with the net proceeds received in the IPO from the sale of one share of RE/MAX Holdings’ Class A common stock, after the deduction of underwriting discounts and commissions. Previously outstanding and unexercised options to acquire Class B common units of RMCO were then substituted for 787,500 options to acquire shares of RE/MAX Holdings’ Class A common stock. On October 7, 2013, RMCO used the proceeds it received from RE/MAX Holdings to redeem 3,452,900 Common Units from RIHI at a price per Common Unit equal to the public offering price per share of RE/MAX Holdings’ Class A common stock, less underwriting discounts, totaling $70,836,244. Each Common Unit of RMCO can be redeemed for, at RE/MAX Holdings’ option, newly issued shares of RE/MAX Holdings’ Class A common stock on a one-for-one basis or for a cash payment equal to the market price of one share of RE/MAX Holdings’ Class A common stock. | |
Accumulated Other Comprehensive Income | |
Accumulated other comprehensive income includes all changes in equity during a period that have yet to be recognized in income, except those resulting from transactions with shareholders and is comprised of foreign currency translation adjustments. The assets and liabilities of the Company’s consolidated foreign subsidiaries whose functional currency is not the United States dollar are translated using the appropriate exchange rate as of the end of the year. Foreign currency translation adjustments represent unrealized gains and losses on assets and liabilities arising from the difference in the foreign country currency compared to the United States dollar. These gains and losses are accumulated in Comprehensive Income. When a foreign subsidiary is substantially liquidated, the cumulative translation gain or loss is removed from “Accumulated other comprehensive income” and is recognized as a component of the gain or loss on the sale of the subsidiary. |
EquityBased_Compensation
Equity-Based Compensation | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Equity-Based Compensation | ' | |||
12. Equity-Based Compensation | ||||
On September 30, 2013, the Company’s Board of Directors adopted the RE/MAX Holdings, Inc. 2013 Omnibus Incentive Plan (the “2013 Incentive Plan”). The 2013 Incentive Plan became effective on September 30, 2013 and provides for the grant of incentive stock options to the Company’s employees, and for the grant of shares of the RE/MAX Holdings Class A common stock, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, cash-based awards and any combination thereof to employees, directors and consultants of RE/MAX Holdings and RMCO. | ||||
RE/MAX Holdings Restricted Stock Units | ||||
On October 7, 2013 RE/MAX Holdings granted 107,971 restricted stock units with a weighted average grant-date fair value of $18.96, which reflects a discount for the lack of marketability of the restricted stock units, to certain employees in connection with the IPO that vested upon grant, but for which the underlying shares will not be issued until May 20, 2014. Non-cash compensation expense of $2,047,000 associated with these restricted stock units was recognized during the fourth quarter of 2013. | ||||
In addition, on October 7, 2013, RE/MAX Holdings granted 115,699 restricted stock units at a value of $22.00 per unit to certain employees, which vest over a three-year period beginning on December 1, 2014 and 18,184 restricted stock units at a value of $22.00 per unit to its directors, which vest over a one-year period on December 1, 2014. The grant-date fair value of $22.00 per unit equaled the public offering price of RE/MAX Holdings’ Class A common stock. As a result of the vesting requirements associated with these restricted stock units, $247,000 of non-cash compensation expense was recognized during the fourth quarter of 2013. As of December 31, 2013, no restricted stock units had been forfeited. Additionally, $2,512,000 of total unrecognized compensation cost, net of assumed forfeitures, related to non-vested restricted stock units is expected to be recognized over a weighted-average period of 2.6 years. The total recorded tax benefit related to the restricted stock units granted by RE/MAX Holdings was approximately $345,000 for the period from October 7, 2013 to December 31, 2013. | ||||
At December 31, 2013, there were 1,336,439 additional shares available for the Company to grant under the 2013 Incentive Plan. | ||||
RMCO Common Unit Options | ||||
During 2012, RMCO adopted an equity-based compensation plan (the “Plan”) pursuant to which RMCO’s Board of Managers granted 31,500 RMCO Class B common unit options to certain employees. On October 1, 2013 and in connection with the IPO and the Reorganization Transactions, the aforementioned Class B common unit options were split 25 for 1 and then substituted for 787,500 options to acquire shares of RE/MAX Holdings’ Class A common stock. The options outstanding and exercisable as of December 31, 2013 to purchase shares of RE/MAX Holdings’ Class A common stock were fully vested, have an exercise price of $3.60 and a remaining contractual term of 8.9 years. No incremental compensation cost was recognized because the fair value of the RMCO Class B common unit options exchanged was equal to the fair value of RE/MAX Holdings’ Class A common stock options received. | ||||
The grant-date fair value of each Class B common unit option was estimated using the Black-Scholes-Merton option pricing model. At the grant date, RMCO did not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term of the common unit options. As such, the “simplified” method as outlined in the Securities and Exchange Commission’s Staff Accounting Bulletin No. 110 was used to derive the expected term. As the grant date was prior to the IPO, expected volatility was estimated based on the average historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the option was based on the U.S. Treasury yield curve at the date of grant. | ||||
2012 | ||||
Valuation assumptions: | ||||
Expected dividend yield | 0 | % | ||
Expected volatility | 78 | % | ||
Expected term (years) | 5.1 | |||
Risk-free interest rate | 0.75 | % | ||
A portion of the Class B common unit options granted in 2012 vested on the grant date, and the remaining options vested on June 15, 2013. Compensation expense of $701,000 and $1,089,000 was recognized during the years ended December 31, 2013 and 2012, respectively. The weighted average grant-date fair value of the Class B common unit options was $56.83. The total fair value of the Class B common unit options that vested during the years ended December 31, 2013 and 2012 was approximately $895,000 and $895,000, respectively. As of December 31, 2013, there was no unrecognized compensation cost related to Class B common unit options granted under the Plan. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Commitments and Contingencies | ' | |||||||||||
13. Commitments and Contingencies | ||||||||||||
Commitments | ||||||||||||
The Company leases offices and equipment under noncancelable operating leases, subject to certain provisions for renewal options and escalation clauses. Future minimum payments (including those allocated to an affiliate) under these leases and commitments, net of payments under sublease agreements, are as follows (in thousands): | ||||||||||||
Rent payments | Sublease receipts | Total cash outflows | ||||||||||
Year ending December 31: | ||||||||||||
2014 | $ | 10,801 | $ | (886 | ) | $ | 9,915 | |||||
2015 | 10,901 | (654 | ) | 10,247 | ||||||||
2016 | 10,048 | (616 | ) | 9,432 | ||||||||
2017 | 9,244 | (510 | ) | 8,734 | ||||||||
2018 | 8,564 | (490 | ) | 8,074 | ||||||||
Thereafter | 84,662 | (122 | ) | 84,540 | ||||||||
$ | 134,220 | $ | (3,278 | ) | $ | 130,942 | ||||||
Minimum rent payments under noncancelable operating leases are recognized on a straight-line basis over the terms of the leases. Rent expense, excluding amounts related to loss on sublease, was $12,686,000, $12,268,000 and $12,560,000 for the years ended December 31, 2013, 2012 and 2011, respectively, net of amounts recorded under sublease agreements of $674,000, $773,000 and $1,041,000 for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||
In April 2010, the Company entered into an eighteen year lease for its corporate headquarters office building (the “Master Lease”). The Company may, at its option, extend the Master Lease for two renewal periods of 10 years. Under the terms of the Master Lease, the Company pays an annual base rent, which escalates 3% each year, including the first optional renewal period. The first year of the second optional renewal period is at a fair market rental value, and the rent escalates 3% each year until expiration. The Company pays for operating expenses in connection with the ownership, maintenance, operation, upkeep and repair of the leased space. The Company may assign or sublet an interest in the Master Lease only with the approval of the landlord. | ||||||||||||
Upon entering into the Master Lease, the Company became the primary lessee for all facilities located on the headquarter property and issued subleases to two retail tenants already established on the property. The subleases range from 4,000 square feet to 10,500 square feet, have initial lease terms ranging from 5 to 10 years and renewal options ranging from two 5-year renewal options to nine 5-year renewal options. Anticipated revenue from these subleases exceeds the expected costs that will be incurred by the Company. | ||||||||||||
During March 2011, the Company entered into a sublease agreement with an unrelated third party to lease up to 20,000 square feet of the office space under its Master Lease. The estimated costs the Company expected to incur related to the subleased space exceeded the anticipated revenues the Company expected to receive under the sublease agreement. As such, the Company recorded a liability with the related loss on the sublease of approximately $1,932,000 to “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income and Comprehensive Income during the year ended December 31, 2011. The aforementioned loss and associated liability was attributable to the Company’s Real Estate Franchise Services reportable segment. The liability was determined using a risk-free rate to discount the estimated future net cash flows, consisting of the minimum lease payments to the lessor under the Master Lease, estimated executory costs related to the subleased space and anticipated payments the Company expected to receive under the sublease agreement. In November 2012, the sublease was terminated prior to its expiration date. As a result, the Company commenced efforts to market the office space for sublease with a new tenant. On November 15, 2013, a sublease agreement was entered into with a new tenant with a sublease term of five years to lease up to 20,000 square feet of office space under its Master Lease. As such, the Company recorded an adjustment to the existing liability and recorded a loss related to the subleased office space of $1,179,000 during the year ended December 31, 2013. The aforementioned loss and associated liability was attributable to the Company’s Real Estate Franchise Services reportable segment. As of December 31, 2013 and 2012, the short-term portion of the liability was approximately $453,000 and $351,000, respectively, and is included in “Accrued liabilities” in the accompanying Consolidated Balance Sheets. As of December 31, 2013 and 2012, the long-term portion of the liability was approximately $1,494,000 and $972,000, respectively, and is included in “Other liabilities” in the accompanying Consolidated Balance Sheets. | ||||||||||||
During 2008, the Company closed several real estate brokerage offices in the Pacific Northwest and Washington, DC areas of the U.S. Subsequent to 2008, the Company closed four additional real estate brokerage offices in the Pacific Northwest and Washington, DC areas. In connection with these office closures, the Company abandoned office leases with remaining lease terms of 11 months to eight years. The Company recorded a liability, initially measured at its estimated fair value, for costs that will continue to be incurred under these contracts for the remaining lease terms with the related charge recorded to “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income and Comprehensive Income. Further, during 2010, the Company agreed with the respective landlords to terminate four leases, which were previously abandoned and to reoccupy a previously abandoned office space after the expiration of an active lease. The liability recorded related to these offices was reversed with the related recovery recorded to “Selling, operating and administrative expenses” in the accompanying consolidated financial statements. At December 31, 2013 and 2012, total future cash payments were estimated to be $631,000 and $1,061,000, respectively. This liability will be increased by accreting charges over the terms of the leases via charges to rent expense, based on discount rates ranging from 2.75% to 18.03%, and will be reduced by the actual lease payments made. The following table presents a rollforward of the estimated fair value liability established for these costs, which are attributable to the Company’s Brokerage and Other operating segment, from January 1, 2012 to December 31, 2013 (in thousands): | ||||||||||||
Accruals at January 1, 2012 | $ | 1,175 | ||||||||||
Additional abandoned leases | - | |||||||||||
Extinguishments | (301 | ) | ||||||||||
Accretion and adjustments | 268 | |||||||||||
Payments | (722 | ) | ||||||||||
Accruals at December 31, 2012 | 420 | |||||||||||
Additional abandoned leases | 99 | |||||||||||
Extinguishments | - | |||||||||||
Accretion and adjustments | 197 | |||||||||||
Payments | (505 | ) | ||||||||||
Accruals at December 31, 2013 | $ | 211 | ||||||||||
Litigation | ||||||||||||
The Company is subject to litigation claims arising in the ordinary course of business. The Company believes that it has adequately accrued for legal matters as appropriate. The Company records litigation accruals for legal matters which are both probable and estimable. For legal proceedings for which there is a reasonable possibility of loss (meaning those losses for which the likelihood is more than remote but less than probable), the Company has determined that it does not have material exposure, or it is unable to develop a range of reasonably possible losses. | ||||||||||||
Other Contingencies | ||||||||||||
The Company maintains a self-insurance program for health benefits. As of December 31, 2013 and 2012, the Company recorded a liability of $195,000 and $360,000, respectively, related to this program. | ||||||||||||
Guarantees
Guarantees | 12 Months Ended |
Dec. 31, 2013 | |
Guarantees | ' |
14. Guarantees | |
In July 2012, a subsidiary of the Company entered into a guarantee of performance by Tails of all of the obligations under the franchise registration in the Commonwealth of Virginia, and all of the preopening obligations under the franchise agreements executed between July 23, 2012 and such time that this guarantee is no longer required by the Commonwealth of Virginia. The Company did not incur any payments under this guarantee during the twelve month periods ended December 31, 2013 or 2012. As disclosed in Note 1, Business and Organization, the Company acquired the franchise rights and operations of Tails on October 7, 2013, at which point, the Company began to consolidate the financial position and results of operations of Tails. | |
In May 2013, a subsidiary of the Company entered into a guarantee of the full and prompt payment and performance when due of all obligations due to a financial institution under a commercial line-of-credit agreement and note entered into by the Company’s equity-method investee, in which the Company has a 50% interest. The term of the line-of-credit agreement is twelve months and the total amount of advances requested and unpaid principal balance cannot exceed $12,500,000. The line of credit bears interest at 0.50% over the financial institution’s base rate with a floor of 4.0%. The outstanding balance on the line of credit was approximately $4,256,000 and $9,285,000 as of December 31, 2013 and 2012, respectively. The Company had entered into a similar guarantee during May 2012, which expired as of May 2013. The Company did not incur any payments under this guarantee in 2013 or 2012. |
DefinedContribution_Savings_Pl
Defined-Contribution Savings Plan | 12 Months Ended |
Dec. 31, 2013 | |
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, 2013, 2012 and 2011, the Company expensed $926,000, $462,000 and $397,000, respectively, for matching contributions to the 401(k) Plan. | |
RelatedParty_Transactions
Related-Party Transactions | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Related-Party Transactions | ' | ||||||||
16. Related-Party Transactions | |||||||||
The Company’s real estate brokerage operations pay advertising fees to regional and international advertising funds, which promote the RE/MAX brand. These advertising funds are companies owned by a majority stockholder of RIHI as trustee for RE/MAX agents. This stockholder does not receive any compensation from these companies, as all funds received by the companies are required to be spent on advertising for the respective regions. During the years ended December 31, 2013, 2012 and 2011, the Company’s real estate brokerage operations paid $1,148,000, $1,153,000 and $1,190,000, respectively, to these advertising funds. These payments are included in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income and Comprehensive Income. | |||||||||
Prior to October 7, 2013, the Company’s real estate brokerage operations in the Washington, DC area paid regional continuing franchise fees, broker fees and franchise sales revenue, as do all other RE/MAX franchisees in the Central Atlantic region, to Tails. Several of the Company’s officers and stockholders of RIHI were also stockholders and officers of Tails, and as such, prior to October 7, 2013, Tails was a related party to the Company. As described in Note 5, Acquisitions and Dispositions a portion of the proceeds raised during the IPO was used to purchase certain assets of Tails. For the period from January 1, 2013 to October 7, 2013, the real estate brokerage operations expensed $244,000 in fees to Tails. During the years ended December 31, 2012 and 2011, the real estate brokerage operations expensed $267,000 and $227,000, respectively, in fees to Tails. These payments are included in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income and Comprehensive Income. In addition, the Company’s owned real estate brokerage operations in the Washington, DC area recorded a corresponding payable to Tails and its affiliated regional advertising fund. As of December 31, 2012, the amount of the payable was $2,270,000 and is included in “Accounts payable to affiliates” in the accompanying Consolidated Balance Sheets. The Company began to consolidate the financial position of Tails on October 7, 2013 and therefore, no payable to Tails was recorded as of December 31, 2013; however a payable of $945,000 to the Central Atlantic regional advertising fund is included in “Accounts payable to affiliates” as of December 31, 2013. | |||||||||
The Company receives continuing franchise fees, broker fees, franchise sales and other franchise revenue from regional franchisors. Several of the Company’s officers and stockholders of RIHI were also stockholders and officers of two of these regional franchisors, HBN and Tails. The business assets of HBN and Tails were acquired by RE/MAX Holdings on October 7, 2013 as described in Note 5, Acquisitions and Dispositions. During the year ended December 31, 2012 and 2011, the Company received $3,364,000 and $3,299,000, respectively, in revenue from these entities. During the period from January 1, 2013 to October 7, 2013, the Company received $2,648,000 in revenue from these entities. These amounts are included in continuing franchise fees, broker fees and franchise sales and other franchise revenue in the accompanying Consolidated Statements of Income and Comprehensive Income. | |||||||||
Prior to 2013, the Company paid an annual sponsorship fee to Sanctuary, Inc., a private golf course owned by majority stockholders of RIHI. The Company was named as the presenting sponsor of all charity golf tournaments held at Sanctuary, Inc. Further, the majority stockholders make the golf course available to the Company for business purposes. During the years ended December 31, 2012 and 2011, the Company paid $709,000 and $960,000, respectively, in sponsorship fees and green fees to Sanctuary, Inc. These payments are included in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income and Comprehensive Income. | |||||||||
The Company provides services to certain affiliated entities such as accounting, legal, marketing, technology, human resources and public relations as well as allows these companies to share its leased office space. During the years ended December 31, 2013, 2012 and 2011, the total amounts allocated for services rendered and rent for office space provided on behalf of affiliated entities were $3,064,000, $3,354,000 and $3,325,000, respectively. In these cases, the Company bills affiliated companies for their actual or pro rata share of such expenses. Such amounts are generally paid within 30 days and no such amounts were outstanding at December 31, 2013 and 2012. In addition, affiliated regional franchisors have current outstanding continuing franchise fees, broker fees and franchise sales revenue amounts due to the Company. Such amounts are included in “Accounts receivable from affiliates” and “Accounts payable to affiliates” in the accompanying Consolidated Balance Sheets and comprise the balances from the following entities (in thousands): | |||||||||
As of December 31 | |||||||||
2013 | 2012 | ||||||||
Accounts receivable from affiliates: | |||||||||
RE/MAX Southwest Region | $ | - | $ | 11 | |||||
RE/MAX Central Atlantic Region, Inc. | - | 21 | |||||||
RE/MAX of Texas Advertising Fund | (6 | ) | - | ||||||
International Advertising Fund | (10 | ) | - | ||||||
Other | 21 | 23 | |||||||
Total accounts receivable from affiliates | 5 | 55 | |||||||
Accounts payable to affiliates: | |||||||||
Other | $ | (1,017 | ) | $ | (2,385 | ) | |||
Total accounts payable to affiliates | (1,017 | ) | (2,385 | ) | |||||
Net accounts payable to affiliates | $ | (1,012 | ) | $ | (2,330 | ) | |||
In February 2013, RMCO engaged Perella Weinberg Partners L.P. (“Perella Weinberg”), a FINRA member, to serve as its financial advisor in connection with the IPO. Two members of RMCO’s Board of Managers and the Company’s Board of Directors (collectively, the “Board”) are partners at an affiliate of Perella Weinberg. The engagement of Perella Weinberg as a financial advisor was approved by the independent members of the Company’s Board. For the services rendered during the year ended December 31, 2013, the Company paid Perella Weinberg $848,500. In addition, the Company paid Perella Weinberg a completion fee of $700,000 on October 7, 2013 upon closing of the IPO, and such completion fee was reimbursed entirely by the underwriters. |
Segment_Information
Segment Information | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Segment Information | ' | |||||||||||
17. Segment Information | ||||||||||||
The Company has two reportable segments: Real Estate Franchise Services and Brokerage and Other. Management evaluates the operating results of its reportable segments based upon revenue and adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). The Company’s presentation of Adjusted EBITDA may not be comparable to similar measures used by other companies. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. | ||||||||||||
Adjusted EBITDA for the reportable segments excludes depreciation, amortization, interest expense, net, taxes and is then adjusted for certain other non-cash and non-recurring cash charges. Adjusted EBITDA for the reportable segments is also a key factor that is used by the Company’s internal decision makers to (i) determine how to allocate resources to segments and (ii) evaluate the effectiveness of management for purposes of annual and other incentive compensation plans. The additional items that are adjusted to determine Adjusted EBITDA for the reportable segments include losses on the sale or disposition of assets and sublease activity, losses on the early extinguishment of debt, equity-based compensation, non-cash straight-line rent expense, salaries paid to David and Gail Liniger that the Company discontinued subsequent to the IPO, professional fees and non-recurring expenses incurred in connection with the IPO and acquisition transaction costs. The Company’s Real Estate Franchise Services segment comprises the operations of the Company’s owned and independent global franchising operations under the RE/MAX® brand name. All of the Company’s brokerage offices in its Real Estate Franchise Services segment are franchised. The Company’s Brokerage and Other reportable segment includes the Company’s brokerage services business, the elimination of intersegment revenue and other consolidation entries as well as corporate-wide professional services expenses. | ||||||||||||
The following tables present the results of the Company’s reportable segments for the years ended December 31, 2013, 2012 and 2011, respectively: | ||||||||||||
Revenue (a) | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(in thousands) | ||||||||||||
Real Estate Franchise Services: | ||||||||||||
Continuing franchise fees | $ | 65,728 | $ | 57,599 | $ | 58,487 | ||||||
Annual dues | 29,527 | 28,913 | 28,922 | |||||||||
Broker fees | 25,078 | 19,797 | 16,923 | |||||||||
Franchise sales and other franchise revenue | 23,577 | 22,636 | 19,364 | |||||||||
Brokerage revenue | - | - | - | |||||||||
$ | 143,910 | $ | 128,945 | $ | 123,696 | |||||||
Brokerage and Other: | ||||||||||||
Continuing franchise fees | $ | (1,263 | ) | $ | (1,249 | ) | $ | (1,287 | ) | |||
Annual dues | (3 | ) | (4 | ) | - | |||||||
Broker fees | (267 | ) | (218 | ) | (159 | ) | ||||||
Franchise sales and other franchise revenue | (3 | ) | (7 | ) | (10 | ) | ||||||
Brokerage revenue | 16,488 | 16,210 | 16,062 | |||||||||
$ | 14,952 | $ | 14,732 | $ | 14,606 | |||||||
Total segment reporting revenues | $ | 158,862 | $ | 143,677 | $ | 138,302 | ||||||
(a) | Transactions between the Real Estate Franchise Services and the Brokerage and Other reportable segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services segment include intercompany amounts paid from the Company’s Brokerage Services business of $1,536,000, $1,478,000 and $1,456,000 for the years ended December 31, 2013, 2012 and 2011, respectively. Such amounts are eliminated through the Brokerage and Other reportable segment. | |||||||||||
Adjusted EBITDA | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(in thousands) | ||||||||||||
Real Estate Franchise Services | $ | 78,024 | $ | 66,776 | $ | 60,590 | ||||||
Brokerage and Other | (738 | ) | (32 | ) | (1,309 | ) | ||||||
Total segment reporting adjusted EBITDA | $ | 77,286 | $ | 66,744 | $ | 59,281 | ||||||
A reconciliation of the Company’s Adjusted EBITDA for its reportable segments to the Company’s consolidated balances is as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(in thousands) | ||||||||||||
Segment Adjusted EBITDA | $ | 77,286 | $ | 66,744 | $ | 59,281 | ||||||
Less: | ||||||||||||
Depreciation and amortization | 15,166 | 12,090 | 14,473 | |||||||||
Interest expense, net | 14,326 | 11,400 | 11,831 | |||||||||
Loss on sale or disposition of assets and sublease | 971 | 1,352 | 1,595 | |||||||||
Loss on early extinguishment of debt | 1,798 | 136 | 384 | |||||||||
Equity-based compensation | 2,995 | 1,089 | - | |||||||||
Non-cash straight-line rent expense | 1,183 | 1,879 | 1,577 | |||||||||
Chairman executive compensation | 2,261 | 3,000 | 3,000 | |||||||||
Acquisition integration costs | 495 | 336 | - | |||||||||
Public offering related expenses | 6,995 | - | - | |||||||||
Income before provision for income taxes | 31,096 | 35,462 | 26,421 | |||||||||
Provision for income taxes | 2,844 | 2,138 | 2,172 | |||||||||
Net income | $ | 28,252 | $ | 33,324 | $ | 24,249 | ||||||
Segment long-lived and total assets are as follows: | ||||||||||||
As of December 31, | ||||||||||||
2013 | 2012 | |||||||||||
(in thousands) | ||||||||||||
Long-lived assets: | ||||||||||||
Real Estate Franchise Services | $ | 238,147 | $ | 159,646 | ||||||||
Brokerage and Other | 4,596 | 4,693 | ||||||||||
Total long-lived assets: | $ | 242,743 | $ | 164,339 | ||||||||
Total assets: | ||||||||||||
Real Estate Franchise Services | $ | 344,723 | $ | 243,942 | ||||||||
Brokerage and Other | 8,100 | 7,474 | ||||||||||
Total assets | $ | 352,823 | $ | 251,416 | ||||||||
Information concerning the Company’s principal geographic areas is as follows: | ||||||||||||
As of and for the Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(in thousands) | ||||||||||||
Revenue: | ||||||||||||
United States | $ | 124,686 | $ | 106,282 | $ | 102,504 | ||||||
Canada | 25,168 | 24,503 | 24,284 | |||||||||
Other International | 9,008 | 12,892 | 11,514 | |||||||||
Total | $ | 158,862 | $ | 143,677 | $ | 138,302 | ||||||
Total long-lived assets*: | ||||||||||||
United States | $ | 170,922 | $ | 159,970 | ||||||||
Canada | 4,030 | 4,332 | ||||||||||
Other International | - | 37 | ||||||||||
Total | $ | 174,952 | $ | 164,339 | ||||||||
Total assets: | ||||||||||||
United States | $ | 345,461 | $ | 243,463 | ||||||||
Canada | 6,133 | 6,635 | ||||||||||
Other International | 1,229 | 1,318 | ||||||||||
Total | $ | 352,823 | $ | 251,416 | ||||||||
* Excludes deferred tax assets, net | ||||||||||||
Quarterly_Financial_Informatio
Quarterly Financial Information(unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Financial Information (unaudited) | ' | ||||||||||||||||
18. Quarterly Financial Information (unaudited) | |||||||||||||||||
Summarized quarterly results for the years ended December 31, 2013 and 2012 were as follows: | |||||||||||||||||
For the Quarter Ended | |||||||||||||||||
31-Mar-13 | 30-Jun-13 | 30-Sep-13 | 31-Dec-13 | ||||||||||||||
(in thousands) | |||||||||||||||||
Total revenue | $ | 39,075 | $ | 39,241 | $ | 40,312 | $ | 40,234 | |||||||||
Total operating expenses | 29,715 | 25,744 | 25,758 | 30,565 | |||||||||||||
Operating income | 9,360 | 13,497 | 14,554 | 9,669 | |||||||||||||
Total other expenses, net | (3,499 | ) | (3,372 | ) | (6,155 | ) | (2,958 | ) | |||||||||
Income before provision for income taxes | 5,861 | 10,125 | 8,399 | 6,711 | |||||||||||||
Provision for income taxes | (454 | ) | (577 | ) | (702 | ) | (1,111 | ) | |||||||||
Net income | 5,407 | 9,548 | 7,697 | 5,600 | |||||||||||||
Less: net income attributable to non-controlling interest | 5,407 | 9,548 | 7,697 | 4,094 | |||||||||||||
Net income attributable to RE/MAX Holdings, Inc. | $ | - | $ | - | $ | - | $ | 1,506 | |||||||||
October 7, 2013 through December 31, 2013 | |||||||||||||||||
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock | |||||||||||||||||
Basic | $ | 0.13 | |||||||||||||||
Diluted | $ | 0.12 | |||||||||||||||
Weighted average shares of Class A common stock outstanding | |||||||||||||||||
Basic | 11,607,971 | ||||||||||||||||
Diluted | 12,234,905 | ||||||||||||||||
For the Quarter Ended | |||||||||||||||||
31-Mar-12 | 30-Jun-12 | 30-Sep-12 | 31-Dec-12 | ||||||||||||||
(in thousands) | |||||||||||||||||
Total revenue | $ | 35,001 | $ | 35,167 | $ | 38,429 | $ | 35,080 | |||||||||
Total operating expenses | 27,074 | 22,565 | 23,400 | 25,092 | |||||||||||||
Operating income | 7,927 | 12,602 | 15,029 | 9,988 | |||||||||||||
Total other expenses, net | (2,792 | ) | (2,798 | ) | (2,043 | ) | (2,451 | ) | |||||||||
Income before provision for income taxes | 5,135 | 9,804 | 12,986 | 7,537 | |||||||||||||
Provision for income taxes | (466 | ) | (638 | ) | (636 | ) | (398 | ) | |||||||||
Net income | 4,669 | 9,166 | 12,350 | 7,139 | |||||||||||||
Less: net income attributable to non-controlling interest | 4,669 | 9,166 | 12,350 | 7,139 | |||||||||||||
Net income attributable to RE/MAX Holdings, Inc. | $ | - | $ | - | $ | - | $ | - | |||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Principles of Consolidation | ' | ||||||||||||||||||||
On October 7, 2013, RE/MAX Holdings completed its IPO. Prior to the IPO, RMCO completed the Reorganization Transactions described in Note 1, Business and Organization, and RE/MAX Holdings and RMCO completed reorganization of entities under common control whereby RE/MAX Holdings became the sole managing member of RMCO. Following the Reorganization Transactions and IPO, RE/MAX Holdings held a 39.56% economic interest in RMCO, but as managing member controls the operations, management and activities of RMCO. As a result, RE/MAX Holdings consolidates the financial results of RMCO and records a non-controlling interest on its Consolidated Balance Sheets with respect to the remaining economic interest in RMCO held by RIHI. The Company’s accompanying consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. | |||||||||||||||||||||
Use of Estimates | ' | ||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant areas in which management uses assumptions include, among other things, the establishment of the allowance for doubtful trade accounts and notes receivable, the determination of the estimated lives of intangible assets, the estimates of the fair value of liabilities related to facility exit costs, equity-based compensation, the estimates of the fair value of reporting units used in the annual assessment of goodwill, the fair value of assets acquired and the amounts due to Historical Owners pursuant to the terms of the TRAs. Actual results could differ from those estimates. | |||||||||||||||||||||
Reclassifications | ' | ||||||||||||||||||||
Reclassifications | |||||||||||||||||||||
Certain items in the consolidated financial statements as of December 31, 2012 and for the years ended December 31, 2012 and 2011 have been reclassified to conform to the 2013 presentation. | |||||||||||||||||||||
Segment Reporting | ' | ||||||||||||||||||||
Segment Reporting | |||||||||||||||||||||
The Company reports its operations in two reportable segments: (1) Real Estate Franchise Services and (2) Brokerage and Other. The Company’s Real Estate Franchise Services reportable segment comprises the operations of the Company’s owned and independent global franchising operations under the RE/MAX brand name. The Company’s Brokerage and Other reportable segment includes the operations of Company Owned Brokerages, reflects the elimination of intersegment revenue and other consolidation entries as well as corporate-wide professional services expenses. | |||||||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||||||
Revenue Recognition | |||||||||||||||||||||
The Company generates revenue primarily from continuing franchise fees, annual dues, broker fees, franchise sales and other franchise revenue and brokerage revenue. Revenue is recognized when there is persuasive evidence of an arrangement, the service has been provided, the price is fixed or determinable and collection of the fees is sufficiently assured. | |||||||||||||||||||||
Continuing Franchise Fees | |||||||||||||||||||||
The Company provides an ongoing trademark license, operational, training and administrative services and systems to franchisees, which include systems and tools that are designed to help the Company’s franchisees and their agents serve their customers and attract new or retain existing independent agents. Continuing franchise fee revenue principally consists of fixed fees earned monthly from franchisees on a per agent basis. Continuing franchise fees are recognized in income when earned and become due and payable, as stipulated in the related franchise agreements. | |||||||||||||||||||||
Annual Dues | |||||||||||||||||||||
Annual dues revenue represents amounts assessed to agents for membership affiliation in the RE/MAX network. The Company defers the annual dues revenue when billed and recognizes the revenue ratably over the 12-month period to which it relates. As of December 31, 2013 and 2012, the Company had deferred annual dues revenue totaling approximately $12,344,000 and $11,599,000, respectively. | |||||||||||||||||||||
The activity in the Company’s annual dues deferred revenue consists of the following (in thousands): | |||||||||||||||||||||
Balance at beginning of period | New Billings | Revenue recognized | Balance at end of period | ||||||||||||||||||
Year ended December 31, 2013 | $ | 11,599 | $ | 30,269 | $ | (29,524 | ) | $ | 12,344 | ||||||||||||
Year ended December 31, 2012 | 11,874 | 28,634 | (28,909 | ) | 11,599 | ||||||||||||||||
Year ended December 31, 2011 | 12,212 | 28,584 | (28,922 | ) | 11,874 | ||||||||||||||||
Broker Fees | |||||||||||||||||||||
Broker fee revenue represents fees received from the Company’s franchise offices that are primarily based on a percentage of agents’ gross commission income. Broker fees are determined upon close of the home-sale transaction and recognized as revenue when the fees become due and payable, as stipulated in the related franchise agreements. | |||||||||||||||||||||
Franchise Sales and Other Franchise Revenue | |||||||||||||||||||||
Franchise sales and other franchise revenue is primarily comprised of revenue from the sale or renewal of franchises, as well as other revenue including revenue from preferred marketing arrangements and affinity programs with various suppliers. | |||||||||||||||||||||
Upon the sale of a real estate brokerage franchise, the Company recognizes revenue from franchise sales when it has no significant continuing operational obligations, substantially all of the initial services have been performed by the Company and other conditions affecting consummation of the sale have been met. In the event the franchisee fails to perform under the franchise agreement or defaults on the purchase obligations, the Company has the right to reacquire the franchise and to resell or operate that specific franchise. Franchise sales revenue recognized during the years ended December 31, 2013, 2012, and 2011 was $9,014,000, $9,392,000 and $7,369,000, respectively. Other franchise revenue is recognized when all revenue recognition criteria are met. | |||||||||||||||||||||
Brokerage Revenue | |||||||||||||||||||||
Brokerage revenue principally represents fees assessed by the Company-owned brokerages for services provided to their affiliated real estate agents. The Company recognizes brokerage revenue when all revenue recognition criteria are met. | |||||||||||||||||||||
Selling, Operating and Administrative Expenses | ' | ||||||||||||||||||||
Selling, Operating and Administrative Expenses | |||||||||||||||||||||
Selling, operating and administrative expenses primarily consist of personnel costs, including salaries, benefits and other compensation expenses, professional fees, rent and related facility operations expense, as well as other selling, operating and administrative expenses incurred in connection with marketing, expanding and supporting the Company’s franchise and brokerage operations. | |||||||||||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||||||
Cash and cash equivalents include bank deposits, money market funds and other highly liquid investments purchased with an original purchase maturity of three months or less. | |||||||||||||||||||||
Escrow Cash-Restricted and Escrow Liabilities | ' | ||||||||||||||||||||
Escrow Cash—Restricted and Escrow Liabilities | |||||||||||||||||||||
Escrow cash—restricted and escrow liabilities on the Consolidated Balance Sheets reflect cash deposits received and held in escrow on pending sales of real estate properties prior to closing. | |||||||||||||||||||||
Accounts and Notes Receivable | ' | ||||||||||||||||||||
Accounts and Notes Receivable | |||||||||||||||||||||
Trade accounts receivable from the Company’s franchise operations are recorded at the time the Company is entitled to bill under the terms of the franchise agreements and other contractual arrangements and do not bear interest. The Company provides limited financing of certain franchise sales through the issuance of notes receivable that either bear interest at a rate of prime plus 2% or at a stated amount, which is fixed at the inception of the note with the associated earnings recorded in “Interest income” in the accompanying Consolidated Statements of Income and Comprehensive Income. Amounts collected on notes receivable are included in “Net cash provided by operating activities” in the Consolidated Statements of Cash Flows. | |||||||||||||||||||||
In circumstances where the Company has the contractual right to bill its franchisees, but where collectability is not sufficiently assured, the Company records a receivable and deferred revenue, which amounted to $1,292,000 and $1,820,000 as of December 31, 2013 and 2012, respectively. | |||||||||||||||||||||
The Company records allowances against its accounts and notes receivable balances for estimated probable losses. Increases and decreases in the allowance for doubtful accounts are established based upon changes in the credit quality of receivables for which revenue has been recognized and are included as a component of “Selling, operating and administrative expenses” in the Consolidated Statements of Income and Comprehensive Income. The allowance for doubtful accounts and notes receivable are the Company’s best estimate of the amount of probable credit losses, and is based on historical experience, industry and general economic conditions, and the attributes of specific accounts. The Company’s reserve for accounts and notes receivable where collectability is remote is related to accounts and notes receivable for which revenue has not been recognized and is increased, with a corresponding reduction to deferred revenue, after the Company has determined that the potential for recovery is considered remote. Subsequently, if amounts contractually due from such accounts are collected, revenue is recognized on a cash basis. During the years ended December 31, 2013, 2012 and 2011, the Company recognized revenue of $596,000, $628,000 and $376,000, respectively upon the receipt of cash payments related to amounts that were contractually billed but for which collectability was either not sufficiently assured or considered remote. | |||||||||||||||||||||
The activity in the Company’s allowances against accounts and notes receivable consists of the following (in thousands): | |||||||||||||||||||||
Balance at beginning of period | Additions/ charges to cost and expense for allowances for doubtful accounts | Adjustments (to)/from deferred revenue, net, for accounts where collectability is remote | Deductions/ write-offs | Balance at end of period | |||||||||||||||||
Year ended December 31, 2013 | $ | 3,913 | $ | 604 | $ | (160 | ) | $ | (235 | ) | $ | 4,122 | |||||||||
Year ended December 31, 2012 | 4,853 | 611 | 170 | (1,721 | ) | 3,913 | |||||||||||||||
Year ended December 31, 2011 | 4,478 | 728 | 444 | (797 | ) | 4,853 | |||||||||||||||
For the years ended December 31, 2013, 2012 and 2011, bad debt expense related to trade accounts and notes receivable was $604,000, $611,000 and $728,000, respectively, and is reflected in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income and Comprehensive Income. | |||||||||||||||||||||
Foreign Operations and Foreign Currency Translation | ' | ||||||||||||||||||||
Foreign Operations and Foreign Currency Translation | |||||||||||||||||||||
As of December 31, 2013, the Company, directly and through franchisees, conducted operations in the United States, Canada and 95 other countries. During 2012, the Company sold substantially all of the assets of its previously owned and operated regional franchising operations located in Eastern Australia and New Zealand. As a result, as of December 31, 2013 and 2012, the only consolidated foreign subsidiaries where the Company directly conducted franchise operations were in Western Canada, the Caribbean and Central America. | |||||||||||||||||||||
The functional currency for the Company’s consolidated foreign subsidiaries is the applicable local currency for each foreign subsidiary. Assets and liabilities of foreign subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of operations and cash flows are translated at the average exchange rates in effect during the applicable period. Exchange rate fluctuations on translating consolidated foreign currency financial statements into U.S. dollars that result in unrealized gains or losses are referred to as translation adjustments. Cumulative translation adjustments are recorded as a component of “Accumulated other comprehensive income,” a separate component of stockholders’ equity/member’s deficit, and periodic changes are included in comprehensive income. When the Company sells a part or all of its investment in a foreign entity resulting in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided, it releases any related cumulative translation adjustment into net income. | |||||||||||||||||||||
Foreign currency denominated monetary assets and liabilities and transactions occurring in currencies other than the Company’s or the Company’s consolidated foreign subsidiaries’ functional currencies are recorded based on exchange rates at the time such transactions arise. Changes in exchange rates with respect to amounts recorded in the accompanying Consolidated Balance Sheets related to these non-functional currency transactions result in transaction gains and losses that are reflected in the accompanying Consolidated Statements of Income and Comprehensive Income as “Foreign currency transaction (losses) gains, net.” | |||||||||||||||||||||
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 reacquired franchise rights, and are initially recorded based on the remaining contractual term of the franchise agreement and do not consider potential renewals in the determination of fair value. The Company amortizes the franchise agreements over their remaining contractual term on a straight-line basis. | |||||||||||||||||||||
The Company also purchases and develops software for internal use. Software development costs incurred during the application development stage as well as upgrades and enhancements that result in additional functionality are capitalized. Costs incurred during the preliminary project and post-implementation-operation stages are expensed as incurred. Software development costs are generally amortized over a term of three years, its estimated useful life. Purchased software licenses are amortized over their estimated useful lives. | |||||||||||||||||||||
In addition, the Company owns the principal trademarks, service marks and trade names that it uses in conjunction with operating its business. These intangible assets increase when the Company pays to file trademark applications in the U.S. and certain other jurisdictions globally. The Company’s trademarks are amortized on a straight-line basis over their estimated useful lives. | |||||||||||||||||||||
The Company reviews its franchise agreements and other intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated from such asset. Any excess of the carrying amount of an asset that exceeded its estimated cash flows would be charged to operations as an impairment loss. As of December 31, 2013, 2012 and 2011, there were no impairments indicated for such assets. | |||||||||||||||||||||
Goodwill | ' | ||||||||||||||||||||
Goodwill | |||||||||||||||||||||
Goodwill is an asset representing the future economic benefits arising from the other assets acquired in a business combination that are not individually identified and separately recognized. The Company assesses goodwill for impairment at least annually or whenever an event occurs or circumstances change that would indicate impairment may have occurred at the reporting unit level. Reporting units are driven by the level at which management reviews operating results and are one level below the operating segment. The Company performs its required impairment testing annually on August 31. | |||||||||||||||||||||
The Company first performs a qualitative assessment to determine if it is more likely than not that a reporting unit’s fair value is less than its carrying amount and then performs the two-step quantitative goodwill impairment test if necessary. | |||||||||||||||||||||
Under the quantitative impairment test, the Company determines the fair value of its reporting units utilizing the Company’s best estimate of future revenue, operating expenses, cash flows, market and general economic conditions as well as assumptions that it believes marketplace participants would utilize, including discount rates, cost of capital and long term growth rates. When available and as appropriate, the Company uses comparative market multiples and other factors in its analyses. If the carrying value of a reporting unit were to exceed its fair value, the Company would then compare the implied fair value of the reporting unit’s goodwill to its carrying amount, and any excess of the carrying amount would be charged to operations as an impairment loss. Any changes in key assumptions about future cash flows, or changes in market conditions or other external events, could result in future impairment charges and such charges could have a material adverse effect on the Company’s consolidated financial statements. | |||||||||||||||||||||
During 2013, 2012 and 2011, the Company performed its annual assessment of goodwill and the fair value of the Company’s reporting units significantly exceeded the carrying value. Thus, no indicators of impairment existed. | |||||||||||||||||||||
Investments in Equity-Method Investees | ' | ||||||||||||||||||||
Investments in Equity-Method Investees | |||||||||||||||||||||
The investments in entities in which the Company does not have a controlling interest (financial or operating), but where it has the ability to exercise significant influence over operating and financial policies are accounted for using equity-method investment accounting. | |||||||||||||||||||||
The primary equity-method investment of the Company is a 50% interest in a residential mortgage operation and is recorded as “Investments in equity method investees” in the accompanying Consolidated Balance Sheets. As the Company exerts significant influence over this investment, but does not control it, the Company records its share of earnings and distributions from this investment using the equity method of accounting. The excess of cost of the investment over the Company’s share of the investee’s net assets at the acquisition date is considered to be goodwill. The Company would recognize an impairment loss when there is a loss in value in the equity-method investment, which is other than temporary. The Company’s investment in equity method investees and related equity in earnings of investees is entirely attributable to the Brokerage and Other reportable segment. | |||||||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||||||
Fair Value Measurements | |||||||||||||||||||||
The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: | |||||||||||||||||||||
— | Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. | ||||||||||||||||||||
— | Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. | ||||||||||||||||||||
— | Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. | ||||||||||||||||||||
The carrying amounts for many of the Company’s financial instruments, including cash and cash equivalents, escrow cash – restricted, accounts receivable and notes receivable, accounts payable and escrow liabilities approximate fair value due to their short maturities. The estimated fair value of the Company’s debt represents the amounts that would be paid to transfer or redeem the debt in an orderly transaction between market participants and maximizes the use of observable inputs. For disclosures related to the fair value measurement of the Company’s debt, see Note 9, Debt. No non-recurring fair value adjustments were recorded during the years ended December 31, 2013 and 2012, except those associated with acquisitions, as disclosed in Note 5, Acquisitions and Dispositions. | |||||||||||||||||||||
Income Taxes | ' | ||||||||||||||||||||
Income Taxes | |||||||||||||||||||||
The Company accounts for income taxes under the asset and liability method prescribed by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes. As a result of RE/MAX Holdings’ acquisition of Common Units from RMCO, RE/MAX Holdings expects to benefit from amortization and other tax deductions reflecting the step-up in tax basis in the acquired assets. Those deductions will be used by RE/MAX Holdings and will be taken into account in determining RE/MAX Holdings’ taxable income. 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 bases. Management periodically assesses the recoverability of its deferred tax assets based upon expected future earnings, future deductibility of the asset and changes in applicable tax laws and other factors. If management determines that it is not probable that the deferred tax asset will be fully recoverable in the future, a valuation allowance may be established for the difference between the asset balance and the amount expected to be recoverable in the future. The allowance will result in a charge to the Company’s Consolidated Statements of Income and Comprehensive Income. Further, the Company records its income taxes receivable and payable based upon its estimated income tax liability. | |||||||||||||||||||||
RMCO complies with the requirements of the Internal Revenue Code that are applicable to limited liability companies that have elected to be treated as partnerships, which allow for the complete pass-through of taxable income or losses to RMCO’s unitholders, who are individually responsible for any federal tax consequences. Therefore, no federal tax provision is required in RMCO’s consolidated financial statements in the periods prior to October 7, 2013. Subsequently, the tax provision includes the federal income tax obligation related to RE/MAX Holdings’ allocated portion of RMCO’s income. RMCO is subject to certain state and local taxes, and its international subsidiaries are subject to tax in certain jurisdictions. | |||||||||||||||||||||
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. | |||||||||||||||||||||
Equity Based Compensation | ' | ||||||||||||||||||||
Equity-Based Compensation | |||||||||||||||||||||
The Company recognizes compensation expense associated with equity-based compensation as a component of “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income and Comprehensive Income. All equity-based compensation is required to be measured at fair value, is expensed over the requisite service period and requires an estimate of forfeitures when calculating compensation expense. The Company recognizes compensation expense on awards on a straight-line basis over the requisite service period for the entire award. Refer to Note 12, Equity-Based Compensation for additional discussion regarding details of the Company’s equity-based compensation plans. | |||||||||||||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||||||
Under the Jumpstart Our Business Startups Act (“JOBS Act”), the Company believes it meets the definition of an emerging growth company. The Company has irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act. | |||||||||||||||||||||
In March 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-05, Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (“ASU 2013-05”). This amendment clarifies the applicable guidance for the release of cumulative translation adjustment into net earnings. When an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity, the entity is required to apply the guidance in FASB ASC Topic 830-30 to release any related cumulative translation adjustment into net earnings. ASU 2013-05 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Schedule of Annual Dues Deferred Revenue | ' | ||||||||||||||||||||
The activity in the Company’s annual dues deferred revenue consists of the following (in thousands): | |||||||||||||||||||||
Balance at beginning of period | New Billings | Revenue recognized | Balance at end of period | ||||||||||||||||||
Year ended December 31, 2013 | $ | 11,599 | $ | 30,269 | $ | (29,524 | ) | $ | 12,344 | ||||||||||||
Year ended December 31, 2012 | 11,874 | 28,634 | (28,909 | ) | 11,599 | ||||||||||||||||
Year ended December 31, 2011 | 12,212 | 28,584 | (28,922 | ) | 11,874 | ||||||||||||||||
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 | Additions/ charges to cost and expense for allowances for doubtful accounts | Adjustments (to)/from deferred revenue, net, for accounts where collectability is remote | Deductions/ write-offs | Balance at end of period | |||||||||||||||||
Year ended December 31, 2013 | $ | 3,913 | $ | 604 | $ | (160 | ) | $ | (235 | ) | $ | 4,122 | |||||||||
Year ended December 31, 2012 | 4,853 | 611 | 170 | (1,721 | ) | 3,913 | |||||||||||||||
Year ended December 31, 2011 | 4,478 | 728 | 444 | (797 | ) | 4,853 | |||||||||||||||
Noncontrolling_Interest_Tables
Non-controlling Interest (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Summary of Ownership of the Common Units | ' | ||||||||||||
The Reorganization Transactions and IPO resulted in RE/MAX Holdings becoming RMCO’s sole managing member. As a result, RE/MAX Holdings operates and controls all of the business and affairs of RMCO while owning a 39.56% minority economic interest in RMCO. Therefore, beginning on October 7, 2013, RE/MAX Holdings began to consolidate the financial results of RMCO and its subsidiaries and to record a non-controlling interest for the remaining 60.44% economic interest in RMCO held by RIHI. RE/MAX Holdings’ only sources of cash flow from operations are distributions from RMCO and management fees received pursuant to the management services agreement between RE/MAX Holdings and RMCO. Net income attributable to the non-controlling interest on the Consolidated Statement of Income and Comprehensive Income represents the portion of earnings attributable to the economic interest in RMCO held by the non-controlling unitholders. As of October 7, 2013, the non-controlling interest on the Consolidated Balance Sheets represents the carryover basis of RIHI’s capital account in RMCO. Prospectively, non-controlling interest on the Consolidated Balance Sheets is adjusted to reflect the distributions to and income allocated to the non-controlling unitholders. The ownership of the Common Units is summarized as follows: | |||||||||||||
Non-controlling unitholders ownership of Common Units in RMCO | RE/MAX Holdings outstanding Class A common stock (equal to RE/MAX Holdings Common Units in RMCO) | Total | |||||||||||
As of October 7, 2013 and December 31, 2013 | 17,734,600 | 11,607,971 | 29,342,571 | ||||||||||
60.44 | % | 39.56 | % | 100 | % | ||||||||
Balance of Noncontrolling Interest | ' | ||||||||||||
The balance of the non-controlling interest as of October 7, 2013 and December 31, 2013 is as follows (in thousands): | |||||||||||||
Equity held by the non-controlling unitholders as of October 7, 2013 immediately prior to the Reorganization Transactions and IPO | $ | (155,823 | ) | ||||||||||
Reorganization Transactions whereby a portion of the Class A preferred units were converted to Common Units | 82,500 | ||||||||||||
Redemption of remaining Common Units held by Weston Presidio, and a portion of the Common Units held by RIHI | (147,768 | ) | |||||||||||
Offering expenses incurred by RMCO and deducted against proceeds received | (5,972 | ) | |||||||||||
RMCO equity held by the non-controlling unitholders as of October 7, 2013 immediately after the Reorganization Transactions and IPO | $ | (227,063 | ) | ||||||||||
Allocation of income subsequent to Reorganization Transactions and IPO | 3,470 | ||||||||||||
Distributions paid and payable to non-controlling unitholders | (2,832 | ) | |||||||||||
Balance of non-controlling interest as of December 31, 2013 | $ | (226,425 | ) | ||||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
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): | ||||
Period from October 7 through | ||||
December 31, | ||||
2013 | ||||
Numerator | ||||
Net income attributable to RE/MAX Holdings, Inc. | $ | 1,506 | ||
Denominator for basic net income per share of Class A common stock | ||||
Weighted average shares of Class A common stock outstanding | 11,607,971 | |||
Denominator for diluted net income per share of Class A common stock | ||||
Weighted average shares of Class A common stock outstanding | 11,607,971 | |||
Add dilutive effect of the following: | ||||
Stock options | 597,895 | |||
Restricted stock units | 29,039 | |||
Weighted average shares of Class A common stock outstanding, diluted | 12,234,905 | |||
Earnings per share of Class A common stock | ||||
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock, basic | $ | 0.13 | ||
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock, diluted | $ | 0.12 | ||
Acquisitions_and_Dispositions_
Acquisitions and Dispositions (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
HBN and Tails | ' | |||||||||||
Summary of Estimated Fair Value of Assets and Liabilities at Acquisition Date | ' | |||||||||||
The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands): | ||||||||||||
HBN | Tails | Total | ||||||||||
Accounts and notes receivable, net | $ | 354 | $ | 2,080 | $ | 2,434 | ||||||
Other current assets | 17 | 12 | 29 | |||||||||
Franchise agreements | 6,515 | 16,493 | 23,008 | |||||||||
Goodwill | 321 | 1,711 | 2,032 | |||||||||
Other assets | 15 | - | 15 | |||||||||
Accrued liabilities | (92 | ) | (121 | ) | (213 | ) | ||||||
Total purchase price | $ | 7,130 | $ | 20,175 | $ | 27,305 | ||||||
RE/MAX of Texas | ' | |||||||||||
Summary of Estimated Fair Value of Assets and Liabilities at Acquisition Date | ' | |||||||||||
The following table summarizes the estimated fair value of the assets acquired at the acquisition date (in thousands): | ||||||||||||
Accounts and notes receivable, net | $ | 122 | ||||||||||
Franchise agreements | 15,200 | |||||||||||
Goodwill | 30,178 | |||||||||||
Total purchase price | $ | 45,500 | ||||||||||
HBN, Tails and RE/MAX of Texas | ' | |||||||||||
Summary of Unaudited Pro Forma Information | ' | |||||||||||
The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the acquisitions of HBN, Tails and RE/MAX of Texas had occurred on January 1, 2012. The historical financial information has been adjusted to give effect to events that are (1) directly attributed to the acquisition, (2) factually supportable and (3) expected to have a continuing impact on the combined results. Such items include interest expense related to debt issued to fund the acquisition as well as additional amortization expense associated with the valuation of the acquired franchise agreement. This unaudited pro forma information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the acquisition had actually occurred on that date, nor of the results that may be obtained in the future. | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | |||||||||||
(unaudited) | ||||||||||||
(in thousands) | ||||||||||||
Total revenue | $ | 165,113 | $ | 158,995 | ||||||||
Net income | 30,486 | 33,454 | ||||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Property and Equipment Net | ' | |||||||||
Property and equipment consist of the following (in thousands): | ||||||||||
As of December 31, | ||||||||||
Depreciable life | 2013 | 2012 | ||||||||
Leasehold improvements | Shorter of estimated useful life or life of lease | $ | 2,559 | $ | 2,388 | |||||
Office furniture, fixtures and equipment | 3 - 10 years | 17,749 | 19,274 | |||||||
Equipment under capital leases | 3 - 5 years | 1,675 | 2,096 | |||||||
21,983 | 23,758 | |||||||||
Less accumulated depreciation | (19,400 | ) | (20,426 | ) | ||||||
$ | 2,583 | $ | 3,332 | |||||||
Intangible_Assets_and_Goodwill1
Intangible Assets and Goodwill (Tables) | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||
Components of Company's Intangible Assets | ' | |||||||||||||||||||||||||||
The following table provides the components of the Company’s intangible assets (in thousands): | ||||||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | |||||||||||||||||||||||||||
Initial Weighted Average Amortization Period (in years) | Initial Cost | Accumulated Amortization | Net Balance | Initial Cost | Accumulated Amortization | Net Balance | ||||||||||||||||||||||
Franchise agreements | 12.1 | $ | 162,835 | $ | (73,764 | ) | $ | 89,071 | $ | 139,827 | $ | (61,489 | ) | $ | 78,338 | |||||||||||||
Other intangible assets: | ||||||||||||||||||||||||||||
Software | 4.2 | $ | 7,463 | $ | (6,633 | ) | $ | 830 | $ | 7,158 | $ | (5,942 | ) | $ | 1,216 | |||||||||||||
Trademarks | 14.9 | 2,935 | (1,279 | ) | 1,656 | 2,716 | (1,111 | ) | 1,605 | |||||||||||||||||||
Total other intangible assets | $ | 10,398 | $ | (7,912 | ) | $ | 2,486 | $ | 9,874 | $ | (7,053 | ) | $ | 2,821 | ||||||||||||||
Estimated Future Amortization of Intangible Assets, Other Than Goodwill | ' | |||||||||||||||||||||||||||
The estimated future amortization of intangible assets, other than goodwill, is as follows (in thousands): | ||||||||||||||||||||||||||||
Year ending December 31: | ||||||||||||||||||||||||||||
2014 | $ | 14,217 | ||||||||||||||||||||||||||
2015 | 14,006 | |||||||||||||||||||||||||||
2016 | 13,765 | |||||||||||||||||||||||||||
2017 | 9,868 | |||||||||||||||||||||||||||
2018 | 6,264 | |||||||||||||||||||||||||||
Thereafter | 33,437 | |||||||||||||||||||||||||||
$ | 91,557 | |||||||||||||||||||||||||||
Schedule of Changes in Goodwill | ' | |||||||||||||||||||||||||||
Amounts recorded as goodwill in the Company’s accompanying Consolidated Balance Sheets are attributable to the Real Estate Franchise Services segment. The following table presents changes to goodwill for the years ended December 31, 2013 and 2012 (in thousands): | ||||||||||||||||||||||||||||
Balance, January 1, 2012 | $ | 41,882 | ||||||||||||||||||||||||||
Goodwill derecognized upon sale of related assets | (1,149 | ) | ||||||||||||||||||||||||||
Goodwill recognized in acquisition | 30,178 | |||||||||||||||||||||||||||
Effect of changes in foreign currency exchange rates | 128 | |||||||||||||||||||||||||||
Balance, December 31, 2012 | 71,039 | |||||||||||||||||||||||||||
Goodwill recognized in acquisitions | 2,032 | |||||||||||||||||||||||||||
Effect of changes in foreign currency exchange rates | (290 | ) | ||||||||||||||||||||||||||
Balance, December 31, 2013 | $ | 72,781 | ||||||||||||||||||||||||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Schedule of Accrued Liabilities | ' | ||||||||
Accrued liabilities consist of the following (in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Accrued payroll and related employee costs | $ | 4,746 | $ | 4,542 | |||||
Accrued property taxes | 1,159 | 1,609 | |||||||
Accrued professional fees | 573 | 776 | |||||||
Lease-related accruals | 853 | 693 | |||||||
Other | 2,013 | 1,777 | |||||||
$ | 9,344 | $ | 9,397 | ||||||
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Schedule of Debt | ' | ||||||||
Debt consists of the following (in thousands): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
2013 Senior Secured Credit Facility, principal of $575 payable quarterly, matures in July 2020, net of unamortized discount of $446 as of December 31, 2013 | $ | 228,404 | $ | - | |||||
2010 Senior Secured Credit Facility, principal of $650 payable quarterly, matures in April 2016, net of unamortized discount of $1,192 as of December 31, 2012 | - | 232,326 | |||||||
Less current portion | (17,300 | ) | (10,600 | ) | |||||
$ | 211,104 | $ | 221,726 | ||||||
Schedule of Maturities of Debt | ' | ||||||||
Maturities of debt are as follows (in thousands): | |||||||||
Year ending December 31: | |||||||||
2014 | $ | 17,300 | |||||||
2015 | 2,300 | ||||||||
2016 | 2,300 | ||||||||
2017 | 2,300 | ||||||||
2018 | 2,300 | ||||||||
Thereafter | 202,350 | ||||||||
$ | 228,850 | ||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Schedule of Income Before Provision for Income Taxes | ' | |||||||||||
Income before the provision for income taxes as shown in the accompanying Consolidated Statements of Income and Comprehensive Income is as follows (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Domestic | $ | 23,729 | $ | 29,964 | $ | 19,358 | ||||||
Foreign | 7,367 | 5,498 | 7,063 | |||||||||
Total | $ | 31,096 | $ | 35,462 | $ | 26,421 | ||||||
Schedule of Components of Provision for Income Taxes | ' | |||||||||||
Components of the provision for income taxes consist of the following (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current | ||||||||||||
Federal | $ | 348 | $ | - | $ | - | ||||||
Foreign | 2,068 | 2,053 | 2,137 | |||||||||
State and local | 26 | - | - | |||||||||
Total current expense | 2,442 | 2,053 | 2,137 | |||||||||
Deferred expense | ||||||||||||
Federal | 366 | - | - | |||||||||
Foreign | 9 | 85 | 35 | |||||||||
State and local | 27 | - | - | |||||||||
Total deferred expense | 402 | 85 | 35 | |||||||||
Provision for income tax expense | $ | 2,844 | $ | 2,138 | $ | 2,172 | ||||||
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, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
U.S. statutory tax rate | 34 | % | 34 | % | 34 | % | ||||||
Increase due to state and local taxes, net of federal benefit | 2.6 | % | 2.5 | % | 2.3 | % | ||||||
Effect of permanent differences | 1.2 | % | 0 | % | 0 | % | ||||||
Income attributable to non-controlling interests | (28.7 | )% | (30.5 | )% | (28.1 | )% | ||||||
Effective tax rate | 9.1 | % | 6 | % | 8.2 | % | ||||||
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, | ||||||||||||
2013 | 2012 | |||||||||||
Current deferred tax assets | ||||||||||||
Compensation and benefits | $ | 557 | $ | - | ||||||||
Allowance for doubtful accounts | 456 | - | ||||||||||
Deferred revenue | 239 | - | ||||||||||
Other | 151 | - | ||||||||||
Total current deferred tax assets* | 1,403 | - | ||||||||||
Long-term deferred tax assets | ||||||||||||
Goodwill and other intangibles | 66,494 | 12 | ||||||||||
Rent liabilities | 1,301 | - | ||||||||||
Other | 516 | 84 | ||||||||||
Total long-term deferred tax assets | 68,311 | 96 | ||||||||||
Long-term deferred tax liabilities | ||||||||||||
Property and equipment and other long-lived assets | (377 | ) | (405 | ) | ||||||||
Investments in equity method investees | (338 | ) | - | |||||||||
Total long-term deferred tax liabilities | (715 | ) | (405 | ) | ||||||||
Net long-term deferred tax assets | 67,596 | (309 | ) | |||||||||
Total deferred tax assets and liabilities | $ | 68,999 | $ | (309 | ) | |||||||
* Current deferred tax assets are included in “Other current assets” in the accompanying Consolidated Balance Sheets. |
EquityBased_Compensation_Table
Equity-Based Compensation (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Valuation Assumptions for Grants | ' | |||
The grant-date fair value of each Class B common unit option was estimated using the Black-Scholes-Merton option pricing model. At the grant date, RMCO did not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term of the common unit options. As such, the “simplified” method as outlined in the Securities and Exchange Commission’s Staff Accounting Bulletin No. 110 was used to derive the expected term. As the grant date was prior to the IPO, expected volatility was estimated based on the average historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the option was based on the U.S. Treasury yield curve at the date of grant. | ||||
2012 | ||||
Valuation assumptions: | ||||
Expected dividend yield | 0 | % | ||
Expected volatility | 78 | % | ||
Expected term (years) | 5.1 | |||
Risk-free interest rate | 0.75 | % | ||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Operating Leases Future Minimum Payments | ' | |||||||||||
The Company leases offices and equipment under noncancelable operating leases, subject to certain provisions for renewal options and escalation clauses. Future minimum payments (including those allocated to an affiliate) under these leases and commitments, net of payments under sublease agreements, are as follows (in thousands): | ||||||||||||
Rent payments | Sublease receipts | Total cash outflows | ||||||||||
Year ending December 31: | ||||||||||||
2014 | $ | 10,801 | $ | (886 | ) | $ | 9,915 | |||||
2015 | 10,901 | (654 | ) | 10,247 | ||||||||
2016 | 10,048 | (616 | ) | 9,432 | ||||||||
2017 | 9,244 | (510 | ) | 8,734 | ||||||||
2018 | 8,564 | (490 | ) | 8,074 | ||||||||
Thereafter | 84,662 | (122 | ) | 84,540 | ||||||||
$ | 134,220 | $ | (3,278 | ) | $ | 130,942 | ||||||
Schedule of Estimated Fair Value Liability Established for Costs | ' | |||||||||||
During 2008, the Company closed several real estate brokerage offices in the Pacific Northwest and Washington, DC areas of the U.S. Subsequent to 2008, the Company closed four additional real estate brokerage offices in the Pacific Northwest and Washington, DC areas. In connection with these office closures, the Company abandoned office leases with remaining lease terms of 11 months to eight years. The Company recorded a liability, initially measured at its estimated fair value, for costs that will continue to be incurred under these contracts for the remaining lease terms with the related charge recorded to “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income and Comprehensive Income. Further, during 2010, the Company agreed with the respective landlords to terminate four leases, which were previously abandoned and to reoccupy a previously abandoned office space after the expiration of an active lease. The liability recorded related to these offices was reversed with the related recovery recorded to “Selling, operating and administrative expenses” in the accompanying consolidated financial statements. At December 31, 2013 and 2012, total future cash payments were estimated to be $631,000 and $1,061,000, respectively. This liability will be increased by accreting charges over the terms of the leases via charges to rent expense, based on discount rates ranging from 2.75% to 18.03%, and will be reduced by the actual lease payments made. The following table presents a rollforward of the estimated fair value liability established for these costs, which are attributable to the Company’s Brokerage and Other operating segment, from January 1, 2012 to December 31, 2013 (in thousands): | ||||||||||||
Accruals at January 1, 2012 | $ | 1,175 | ||||||||||
Additional abandoned leases | - | |||||||||||
Extinguishments | (301 | ) | ||||||||||
Accretion and adjustments | 268 | |||||||||||
Payments | (722 | ) | ||||||||||
Accruals at December 31, 2012 | 420 | |||||||||||
Additional abandoned leases | 99 | |||||||||||
Extinguishments | - | |||||||||||
Accretion and adjustments | 197 | |||||||||||
Payments | (505 | ) | ||||||||||
Accruals at December 31, 2013 | $ | 211 | ||||||||||
RelatedParty_Transactions_Tabl
Related-Party Transactions (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Schedule of Related Party Transactions | ' | ||||||||
The Company provides services to certain affiliated entities such as accounting, legal, marketing, technology, human resources and public relations as well as allows these companies to share its leased office space. During the years ended December 31, 2013, 2012 and 2011, the total amounts allocated for services rendered and rent for office space provided on behalf of affiliated entities were $3,064,000, $3,354,000 and $3,325,000, respectively. In these cases, the Company bills affiliated companies for their actual or pro rata share of such expenses. Such amounts are generally paid within 30 days and no such amounts were outstanding at December 31, 2013 and 2012. In addition, affiliated regional franchisors have current outstanding continuing franchise fees, broker fees and franchise sales revenue amounts due to the Company. Such amounts are included in “Accounts receivable from affiliates” and “Accounts payable to affiliates” in the accompanying Consolidated Balance Sheets and comprise the balances from the following entities (in thousands): | |||||||||
As of December 31 | |||||||||
2013 | 2012 | ||||||||
Accounts receivable from affiliates: | |||||||||
RE/MAX Southwest Region | $ | - | $ | 11 | |||||
RE/MAX Central Atlantic Region, Inc. | - | 21 | |||||||
RE/MAX of Texas Advertising Fund | (6 | ) | - | ||||||
International Advertising Fund | (10 | ) | - | ||||||
Other | 21 | 23 | |||||||
Total accounts receivable from affiliates | 5 | 55 | |||||||
Accounts payable to affiliates: | |||||||||
Other | $ | (1,017 | ) | $ | (2,385 | ) | |||
Total accounts payable to affiliates | (1,017 | ) | (2,385 | ) | |||||
Net accounts payable to affiliates | $ | (1,012 | ) | $ | (2,330 | ) | |||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Schedule of Company's Reportable Segments Revenue and Adjusted EBITDA | ' | |||||||||||
The following tables present the results of the Company’s reportable segments for the years ended December 31, 2013, 2012 and 2011, respectively: | ||||||||||||
Revenue (a) | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(in thousands) | ||||||||||||
Real Estate Franchise Services: | ||||||||||||
Continuing franchise fees | $ | 65,728 | $ | 57,599 | $ | 58,487 | ||||||
Annual dues | 29,527 | 28,913 | 28,922 | |||||||||
Broker fees | 25,078 | 19,797 | 16,923 | |||||||||
Franchise sales and other franchise revenue | 23,577 | 22,636 | 19,364 | |||||||||
Brokerage revenue | - | - | - | |||||||||
$ | 143,910 | $ | 128,945 | $ | 123,696 | |||||||
Brokerage and Other: | ||||||||||||
Continuing franchise fees | $ | (1,263 | ) | $ | (1,249 | ) | $ | (1,287 | ) | |||
Annual dues | (3 | ) | (4 | ) | - | |||||||
Broker fees | (267 | ) | (218 | ) | (159 | ) | ||||||
Franchise sales and other franchise revenue | (3 | ) | (7 | ) | (10 | ) | ||||||
Brokerage revenue | 16,488 | 16,210 | 16,062 | |||||||||
$ | 14,952 | $ | 14,732 | $ | 14,606 | |||||||
Total segment reporting revenues | $ | 158,862 | $ | 143,677 | $ | 138,302 | ||||||
(a) | Transactions between the Real Estate Franchise Services and the Brokerage and Other reportable segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services segment include intercompany amounts paid from the Company’s Brokerage Services business of $1,536,000, $1,478,000 and $1,456,000 for the years ended December 31, 2013, 2012 and 2011, respectively. Such amounts are eliminated through the Brokerage and Other reportable segment. | |||||||||||
Adjusted EBITDA | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(in thousands) | ||||||||||||
Real Estate Franchise Services | $ | 78,024 | $ | 66,776 | $ | 60,590 | ||||||
Brokerage and Other | (738 | ) | (32 | ) | (1,309 | ) | ||||||
Total segment reporting adjusted EBITDA | $ | 77,286 | $ | 66,744 | $ | 59,281 | ||||||
Segment Adjusted EBITDA to Net Income | ' | |||||||||||
A reconciliation of the Company’s Adjusted EBITDA for its reportable segments to the Company’s consolidated balances is as follows: | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(in thousands) | ||||||||||||
Segment Adjusted EBITDA | $ | 77,286 | $ | 66,744 | $ | 59,281 | ||||||
Less: | ||||||||||||
Depreciation and amortization | 15,166 | 12,090 | 14,473 | |||||||||
Interest expense, net | 14,326 | 11,400 | 11,831 | |||||||||
Loss on sale or disposition of assets and sublease | 971 | 1,352 | 1,595 | |||||||||
Loss on early extinguishment of debt | 1,798 | 136 | 384 | |||||||||
Equity-based compensation | 2,995 | 1,089 | - | |||||||||
Non-cash straight-line rent expense | 1,183 | 1,879 | 1,577 | |||||||||
Chairman executive compensation | 2,261 | 3,000 | 3,000 | |||||||||
Acquisition integration costs | 495 | 336 | - | |||||||||
Public offering related expenses | 6,995 | - | - | |||||||||
Income before provision for income taxes | 31,096 | 35,462 | 26,421 | |||||||||
Provision for income taxes | 2,844 | 2,138 | 2,172 | |||||||||
Net income | $ | 28,252 | $ | 33,324 | $ | 24,249 | ||||||
Summary of Segment Long-Lived and Total Assets | ' | |||||||||||
Segment long-lived and total assets are as follows: | ||||||||||||
As of December 31, | ||||||||||||
2013 | 2012 | |||||||||||
(in thousands) | ||||||||||||
Long-lived assets: | ||||||||||||
Real Estate Franchise Services | $ | 238,147 | $ | 159,646 | ||||||||
Brokerage and Other | 4,596 | 4,693 | ||||||||||
Total long-lived assets: | $ | 242,743 | $ | 164,339 | ||||||||
Total assets: | ||||||||||||
Real Estate Franchise Services | $ | 344,723 | $ | 243,942 | ||||||||
Brokerage and Other | 8,100 | 7,474 | ||||||||||
Total assets | $ | 352,823 | $ | 251,416 | ||||||||
Schedule of Information Concerning Company's Principal Geographic Areas | ' | |||||||||||
Information concerning the Company’s principal geographic areas is as follows: | ||||||||||||
As of and for the Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(in thousands) | ||||||||||||
Revenue: | ||||||||||||
United States | $ | 124,686 | $ | 106,282 | $ | 102,504 | ||||||
Canada | 25,168 | 24,503 | 24,284 | |||||||||
Other International | 9,008 | 12,892 | 11,514 | |||||||||
Total | $ | 158,862 | $ | 143,677 | $ | 138,302 | ||||||
Total long-lived assets*: | ||||||||||||
United States | $ | 170,922 | $ | 159,970 | ||||||||
Canada | 4,030 | 4,332 | ||||||||||
Other International | - | 37 | ||||||||||
Total | $ | 174,952 | $ | 164,339 | ||||||||
Total assets: | ||||||||||||
United States | $ | 345,461 | $ | 243,463 | ||||||||
Canada | 6,133 | 6,635 | ||||||||||
Other International | 1,229 | 1,318 | ||||||||||
Total | $ | 352,823 | $ | 251,416 | ||||||||
* Excludes deferred tax assets, net | ||||||||||||
Quarterly_Financial_Informatio1
Quarterly Financial Information (unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Schedule of Quarterly Financial Information | ' | ||||||||||||||||
Summarized quarterly results for the years ended December 31, 2013 and 2012 were as follows: | |||||||||||||||||
For the Quarter Ended | |||||||||||||||||
31-Mar-13 | 30-Jun-13 | 30-Sep-13 | 31-Dec-13 | ||||||||||||||
(in thousands) | |||||||||||||||||
Total revenue | $ | 39,075 | $ | 39,241 | $ | 40,312 | $ | 40,234 | |||||||||
Total operating expenses | 29,715 | 25,744 | 25,758 | 30,565 | |||||||||||||
Operating income | 9,360 | 13,497 | 14,554 | 9,669 | |||||||||||||
Total other expenses, net | (3,499 | ) | (3,372 | ) | (6,155 | ) | (2,958 | ) | |||||||||
Income before provision for income taxes | 5,861 | 10,125 | 8,399 | 6,711 | |||||||||||||
Provision for income taxes | (454 | ) | (577 | ) | (702 | ) | (1,111 | ) | |||||||||
Net income | 5,407 | 9,548 | 7,697 | 5,600 | |||||||||||||
Less: net income attributable to non-controlling interest | 5,407 | 9,548 | 7,697 | 4,094 | |||||||||||||
Net income attributable to RE/MAX Holdings, Inc. | $ | - | $ | - | $ | - | $ | 1,506 | |||||||||
October 7, 2013 through December 31, 2013 | |||||||||||||||||
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock | |||||||||||||||||
Basic | $ | 0.13 | |||||||||||||||
Diluted | $ | 0.12 | |||||||||||||||
Weighted average shares of Class A common stock outstanding | |||||||||||||||||
Basic | 11,607,971 | ||||||||||||||||
Diluted | 12,234,905 | ||||||||||||||||
For the Quarter Ended | |||||||||||||||||
31-Mar-12 | 30-Jun-12 | 30-Sep-12 | 31-Dec-12 | ||||||||||||||
(in thousands) | |||||||||||||||||
Total revenue | $ | 35,001 | $ | 35,167 | $ | 38,429 | $ | 35,080 | |||||||||
Total operating expenses | 27,074 | 22,565 | 23,400 | 25,092 | |||||||||||||
Operating income | 7,927 | 12,602 | 15,029 | 9,988 | |||||||||||||
Total other expenses, net | (2,792 | ) | (2,798 | ) | (2,043 | ) | (2,451 | ) | |||||||||
Income before provision for income taxes | 5,135 | 9,804 | 12,986 | 7,537 | |||||||||||||
Provision for income taxes | (466 | ) | (638 | ) | (636 | ) | (398 | ) | |||||||||
Net income | 4,669 | 9,166 | 12,350 | 7,139 | |||||||||||||
Less: net income attributable to non-controlling interest | 4,669 | 9,166 | 12,350 | 7,139 | |||||||||||||
Net income attributable to RE/MAX Holdings, Inc. | $ | - | $ | - | $ | - | $ | - | |||||||||
Business_and_Organization_Addi
Business and Organization - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2013 | Oct. 07, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Oct. 07, 2013 | Dec. 31, 2012 | Oct. 07, 2013 | Dec. 31, 2013 | |
Common Class A | Common Class A | Common Class A | IPO | IPO | ||||
Minority Interest [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred units, liquidation preference value | ' | $49,850,000 | ' | ' | ' | ' | ' | ' |
Stock split, conversion ratio | 25 | ' | ' | ' | ' | ' | ' | ' |
Options to acquire shares granted | 787,500 | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Initial Public Offering | ' | ' | ' | ' | ' | ' | 253,000,000 | ' |
Net proceeds from Initial Public Offering | ' | ' | ' | ' | ' | ' | 235,922,500 | ' |
Underwriting discounts and commissions | ' | ' | ' | ' | ' | ' | 17,077,500 | ' |
Proceeds from the IPO to reacquire business | ' | ' | ' | ' | ' | ' | 27,305,000 | ' |
RMCO common units purchased in connection with contributed assets | ' | ' | ' | ' | ' | ' | 1,330,977 | ' |
Net proceeds received from IPO | ' | 208,617,500 | ' | ' | ' | ' | ' | ' |
Number of common units purchased | ' | 10,169,023 | ' | ' | ' | ' | ' | ' |
Stock offering expenses | ' | 5,972,000 | 5,972,000 | ' | ' | ' | 11,000,000 | 848,500 |
Remaining proceeds from IPO | ' | $197,617,500 | ' | ' | ' | ' | ' | ' |
Amount of cash savings in taxes, noncontrolling interest percentage | ' | ' | 85.00% | ' | ' | ' | ' | ' |
Amount of cash savings in taxes, parent percentage | ' | ' | 15.00% | ' | ' | ' | ' | ' |
Common stock, shares issued | ' | ' | ' | 11,607,971 | 11,500,000 | 0 | ' | ' |
Common stock at public offering price per share | ' | ' | ' | ' | $22 | ' | ' | ' |
Percentage of common membership units in subsidiaries | ' | ' | 39.56% | ' | ' | ' | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | 31-May-13 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Segment | Nonrecurring | Nonrecurring | Residential Mortgage Operation | Software and Software Development Costs | Accounts receivable | Accounts receivable | Annual Dues | Annual Dues | Annual Dues | Annual Dues | Franchise Agreements | Franchise Agreements | Franchise Agreements | ||||
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of common membership units in subsidiaries | 39.56% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred annual dues revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12,344,000 | $11,599,000 | $11,874,000 | $12,212,000 | ' | ' | ' |
Deferred revenue recognized | 23,574,000 | 22,629,000 | 19,354,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,014,000 | 9,392,000 | 7,369,000 |
Accounts and notes receivable interest rate description | ' | ' | ' | ' | ' | ' | ' | ' | 'The Company provides limited financing of certain franchise sales through the issuance of notes receivable that either bear interest at a rate of prime plus 2% or at a stated amount, which is fixed at the inception of the note with the associated earnings recorded in bInterest incomeb in the accompanying Consolidated Statements of Income and Comprehensive Income. Amounts collected on notes receivable are included in bNet cash provided by operating activitiesb in the Consolidated Statements of Cash Flows. | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts and notes receivable interest rate percentage | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue, additions | ' | ' | ' | ' | ' | ' | ' | ' | 1,292,000 | 1,820,000 | 30,269,000 | 28,634,000 | 28,584,000 | ' | ' | ' | ' |
Recognized revenue | 596,000 | 628,000 | 376,000 | ' | ' | ' | ' | ' | ' | ' | 29,524,000 | 28,909,000 | 28,922,000 | ' | ' | ' | ' |
Bad debt expense | 604,000 | 611,000 | 728,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Software development costs, estimated useful life | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Asset Impairment Charges | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment of goodwill | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of equity method investment | ' | ' | ' | 50.00% | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value adjustments | ' | ' | ' | ' | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of countries in which entity operates | 'United States, Canada and 95 other countries | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segments | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Schedule of Annual Dues Deferred Revenue (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Deferred Revenue Arrangement [Line Items] | ' | ' | ' |
Revenue recognized | ($596,000) | ($628,000) | ($376,000) |
Annual Dues | ' | ' | ' |
Deferred Revenue Arrangement [Line Items] | ' | ' | ' |
Balance at beginning of period | 11,599,000 | 11,874,000 | 12,212,000 |
New Billings | 30,269,000 | 28,634,000 | 28,584,000 |
Revenue recognized | -29,524,000 | -28,909,000 | -28,922,000 |
Balance at end of period | $12,344,000 | $11,599,000 | $11,874,000 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Schedule of Allowances Against Accounts and Notes Receivable (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Valuation And Qualifying Accounts Disclosure [Line Items] | ' | ' | ' |
Beginning balance | $3,913 | $4,853 | $4,478 |
Additions/ charges to cost and expense for allowances for doubtful accounts | 604 | 611 | 728 |
Adjustments (to)/from deferred revenue, net, for accounts where collectability is remote | -160 | 170 | 444 |
Deductions/ write-offs | -235 | -1,721 | -797 |
Ending balance | $4,122 | $3,913 | $4,853 |
Noncontrolling_Interest_Summar
Non-controlling Interest - Summary of Ownership of the Common Units (Detail) | Dec. 31, 2013 |
Minority Interest [Line Items] | ' |
Total percentage of common stock units | 39.56% |
Total number of common stock units | 29,342,571 |
Total percentage of common stock units | 100.00% |
Noncontrolling Interest | ' |
Minority Interest [Line Items] | ' |
Total number of common stock units | 17,734,600 |
Total percentage of common stock units | 60.44% |
RE/MAX Holdings outstanding Class A common stock (equal to RE/MAX Holdings Common Units in RMCO) | ' |
Minority Interest [Line Items] | ' |
Total number of common stock units | 11,607,971 |
Total percentage of common stock units | 39.56% |
Noncontrolling_Interest_Balanc
Non-controlling Interest - Balance of Noncontrolling Interest (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 0 Months Ended | |||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Oct. 07, 2013 | Dec. 31, 2013 | Oct. 07, 2013 |
Noncontrolling Interest | Reorganization Transaction And Ipo | ||||||||||||||
Minority Interest [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-controlling interest | ($226,425) | ($226,425) | ' | ' | ' | ' | ' | ' | ' | ($226,425) | ' | ' | $227,063 | ' | ($155,823) |
Reorganization Transactions whereby a portion of the Class A preferred units were converted to Common Units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 82,500 |
Redemption of remaining Common Units held by Weston Presidio, and a portion of the Common Units held by RIHI | 147,768 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -147,768 |
Offering expenses incurred by RMCO and deducted against proceeds received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5,972 |
RMCO equity held by the non-controlling unit holders as of October 7, 2013 | 226,425 | 226,425 | ' | ' | ' | ' | ' | ' | ' | 226,425 | ' | ' | -227,063 | ' | 155,823 |
Allocation of income subsequent to Reorganization Transactions and IPO | 4,976 | 5,600 | 7,697 | 9,548 | 5,407 | 7,139 | 12,350 | 9,166 | 4,669 | 28,252 | 33,324 | 24,249 | ' | 3,470 | ' |
Distributions paid and payable to non-controlling unitholders | ($2,832) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,215 | $9,363 | ' | ' | ' |
Noncontrolling_Interest_Additi
Non-controlling Interest - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | |
Non Controlling Unitholders Agreement | Non Controlling Unitholders Agreement | Non Controlling Unitholders Agreement | 2010 Credit Facility | 2010 Credit Facility | 2010 Credit Facility | RE/MAX Holdings outstanding Class A common stock (equal to RE/MAX Holdings Common Units in RMCO) | Noncontrolling Interest | |||
Minority Interest [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total percentage of common stock units | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60.44% |
Percentage of common membership units in subsidiaries | 39.56% | 39.56% | ' | ' | ' | ' | ' | ' | 39.56% | ' |
Tax Distribution Rate | ' | 46.20% | ' | ' | ' | ' | ' | ' | ' | ' |
Tax benefit from tax receivable agreements | ($68,840,000) | $68,840,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Current portion of payable to related parties pursuant to tax receivable agreements | 902,000 | 902,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions paid and payable to non-controlling unitholders | ' | ' | $19,614,000 | $3,479,500 | $10,370,000 | $8,000,000 | $6,123,500 | $5,000,000 | ' | ' |
Earnings_Per_Share_Reconciliat
Earnings Per Share - Reconciliation of Numerator and Denominator used in Basic and Diluted EPS Calculations (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 |
Numerator | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to RE/MAX Holdings, Inc. | $1,506 | $1,506 | ' | ' | ' | ' | $1,506 |
Weighted average shares of Class A common stock outstanding | ' | ' | ' | ' | ' | ' | ' |
Basic | 11,607,971 | ' | ' | ' | ' | ' | ' |
Denominator for diluted net income per share of Class A common stock | ' | ' | ' | ' | ' | ' | ' |
Weighted average shares of Class A common stock outstanding, diluted | 12,234,905 | ' | ' | ' | ' | ' | ' |
Net income attributable to RE/MAX Holdings, Inc. per Class A | ' | ' | ' | ' | ' | ' | ' |
Basic | $0.13 | ' | ' | ' | ' | ' | ' |
Diluted | $0.12 | ' | ' | ' | ' | ' | ' |
Stock options | ' | ' | ' | ' | ' | ' | ' |
Denominator for diluted net income per share of Class A common stock | ' | ' | ' | ' | ' | ' | ' |
Weighted average shares of Class A common stock outstanding, diluted | 597,895 | ' | ' | ' | ' | ' | ' |
Restricted stock units | ' | ' | ' | ' | ' | ' | ' |
Denominator for diluted net income per share of Class A common stock | ' | ' | ' | ' | ' | ' | ' |
Weighted average shares of Class A common stock outstanding, diluted | 29,039 | ' | ' | ' | ' | ' | ' |
Acquisitions_and_Dispositions_1
Acquisitions and Dispositions - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Oct. 07, 2013 | Oct. 07, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
RE/MAX Australia Franchising Pty Ltd | RE/MAX New Zealand Ltd | HBN | Tails Inc. | RE/MAX of Texas | RE/MAX of Colorado, Inc | ||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Purchase consideration | ' | ' | ' | $7,130,000 | $20,175,000 | $45,500,000 | $15,894,000 |
Business acquisition date | ' | ' | ' | 7-Oct-13 | 7-Oct-13 | 31-Dec-11 | ' |
Proceeds from the IPO to reacquire business | ' | ' | ' | 7,130,000 | 20,175,000 | 45,500,000 | 15,894,000 |
Sale of assets | 217,000 | ' | ' | ' | ' | ' | ' |
Recognized loss on sale of assets | ' | 1,111,000 | 612,000 | ' | ' | ' | ' |
Goodwill derecognized | $1,149,000 | ' | ' | ' | ' | ' | ' |
Term of regional franchise agreements | '20 years | ' | ' | ' | ' | ' | ' |
Additional renewal period | '20 years | ' | ' | ' | ' | ' | ' |
Acquisitions_and_Dispositions_2
Acquisitions and Dispositions - Summary of Estimated Fair Value of Assets and Liabilities at Acquisition Date (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Oct. 07, 2013 | Oct. 07, 2013 | Oct. 07, 2013 |
In Thousands, unless otherwise specified | HBN | Tails Inc. | HBN and Tails | |||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Accounts and notes receivable, net | ' | ' | ' | $354 | $2,080 | $2,434 |
Other current assets | ' | ' | ' | 17 | 12 | 29 |
Franchise agreements | ' | ' | ' | 6,515 | 16,493 | 23,008 |
Goodwill | 72,781 | 71,039 | 41,882 | 321 | 1,711 | 2,032 |
Other assets | ' | ' | ' | 15 | ' | 15 |
Accrued liabilities | ' | ' | ' | -92 | -121 | -213 |
Total purchase price | ' | ' | ' | $7,130 | $20,175 | $27,305 |
Acquisitions_and_Dispositions_3
Acquisitions and Dispositions - Summary of Estimated Fair Value of Assets Acquired at Acquisition Date (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Business Acquisition [Line Items] | ' | ' | ' |
Goodwill | $72,781 | $71,039 | $41,882 |
RE/MAX of Texas | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Accounts and notes receivable, net | ' | 122 | ' |
Franchise agreements | ' | 15,200 | ' |
Goodwill | ' | 30,178 | ' |
Total purchase price | ' | $45,500 | ' |
Acquisitions_and_Dispositions_4
Acquisitions and Dispositions - Summary of Unaudited Pro Forma Information (Detail) (HBN, Tails and RE/MAX of Texas, USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
HBN, Tails and RE/MAX of Texas | ' | ' |
Loans At Acquisition Date [Line Items] | ' | ' |
Total revenue | $165,113 | $158,995 |
Net income | $30,486 | $33,454 |
Property_and_Equipment_Propert
Property and Equipment - Property and Equipment Net (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Property Plant And Equipment [Line Items] | ' | ' |
Property and equipment, gross | $21,983 | $23,758 |
Less accumulated depreciation | -19,400 | -20,426 |
Property and equipment, net | 2,583 | 3,332 |
Leasehold Improvements | ' | ' |
Property Plant And Equipment [Line Items] | ' | ' |
Depreciable life | 'Shorter of estimated useful life or life of lease | ' |
Property and equipment, gross | 2,559 | 2,388 |
Office furniture, fixtures, and equipment | ' | ' |
Property Plant And Equipment [Line Items] | ' | ' |
Property and equipment, gross | 17,749 | 19,274 |
Office furniture, fixtures, and equipment | Minimum | ' | ' |
Property Plant And Equipment [Line Items] | ' | ' |
Depreciable life | '3 years | ' |
Office furniture, fixtures, and equipment | Maximum | ' | ' |
Property Plant And Equipment [Line Items] | ' | ' |
Depreciable life | '10 years | ' |
Equipment Under Capital Leases | ' | ' |
Property Plant And Equipment [Line Items] | ' | ' |
Property and equipment, gross | $1,675 | $2,096 |
Equipment Under Capital Leases | Minimum | ' | ' |
Property Plant And Equipment [Line Items] | ' | ' |
Depreciable life | '3 years | ' |
Equipment Under Capital Leases | Maximum | ' | ' |
Property Plant And Equipment [Line Items] | ' | ' |
Depreciable life | '5 years | ' |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Property Plant And Equipment [Line Items] | ' | ' | ' |
Depreciation expense | $2,181,000 | $2,319,000 | $2,654,000 |
Intangible_Assets_and_Goodwill2
Intangible Assets and Goodwill - Components of company's Intangible Assets (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Business Acquisition [Line Items] | ' | ' |
Initial Cost | $10,398 | $9,874 |
Accumulated Amortization | -7,912 | -7,053 |
Net Balance | 2,486 | 2,821 |
Net Balance | 91,557 | ' |
Software | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Initial Weighted Average Amortization Period (in years) | '4 years 2 months 12 days | ' |
Initial Cost | 7,463 | 7,158 |
Accumulated Amortization | -6,633 | -5,942 |
Net Balance | 830 | 1,216 |
Trademarks | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Initial Weighted Average Amortization Period (in years) | '14 years 10 months 24 days | ' |
Initial Cost | 2,935 | 2,716 |
Accumulated Amortization | -1,279 | -1,111 |
Net Balance | 1,656 | 1,605 |
Franchise Agreements | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Initial Weighted Average Amortization Period (in years) | '12 years 1 month 6 days | ' |
Initial Cost | 162,835 | 139,827 |
Accumulated Amortization | -73,764 | -61,489 |
Net Balance | $89,071 | $78,338 |
Intangible_Assets_and_Goodwill3
Intangible Assets and Goodwill - Estimated Future Amortization of Intangible Assets, Other Than Goodwill (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Schedule Of Estimated Future Amortization Expense [Line Items] | ' |
2014 | $14,217 |
2015 | 14,006 |
2016 | 13,765 |
2017 | 9,868 |
2018 | 6,264 |
Thereafter | 33,437 |
Net Balance | $91,557 |
Intangible_Assets_and_Goodwill4
Intangible Assets and Goodwill - Schedule of Changes in Goodwill (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Goodwill [Line Items] | ' | ' |
Beginning Balance | $71,039,000 | $41,882,000 |
Goodwill derecognized upon sale of related assets | ' | -1,149,000 |
Goodwill recognized in acquisition | 2,032,000 | 30,178,000 |
Effect of changes in foreign currency exchange rates | -290,000 | 128,000 |
Ending Balance | $72,781,000 | $71,039,000 |
Intangible_Assets_and_Goodwill5
Intangible Assets and Goodwill - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Finite Lived Intangible Assets [Line Items] | ' | ' | ' |
Amortization expense | $12,985,000 | $9,771,000 | $11,819,000 |
Accrued_Liabilities_Schedule_o
Accrued Liabilities - Schedule of Accrued Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Schedule Of Noncurrent Liabilities [Line Items] | ' | ' |
Accrued payroll and related employee costs | $4,746 | $4,542 |
Accrued property taxes | 1,159 | 1,609 |
Accrued professional fees | 573 | 776 |
Lease-related accruals | 853 | 693 |
Other | 2,013 | 1,777 |
Accrued liabilities | $9,344 | $9,397 |
Debt_Schedule_of_Debt_Detail
Debt - Schedule of Debt (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Credit Facility | $228,850 | ' |
Less current portion | -17,300 | -10,600 |
Debt, net of current portion | 211,104 | 221,726 |
2013 Credit Facility | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Credit Facility | 228,404 | ' |
2010 Credit Facility | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Credit Facility | ' | $232,326 |
Debt_Schedule_of_Debt_Parenthe
Debt - Schedule of Debt (Parenthetical) (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 |
2013 Credit Facility | 2010 Credit Facility | ||
Debt Instrument [Line Items] | ' | ' | ' |
Credit Facility, principal payable | ' | $575 | $650 |
Credit Facility, maturity | 31-May-13 | 31-Jul-20 | 30-Apr-16 |
Credit Facility, unamortized discount | ' | $446 | $1,192 |
Debt_Schedule_of_Maturities_of
Debt - Schedule of Maturities of Debt (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Debt Instrument [Line Items] | ' |
2014 | $17,300 |
2015 | 2,300 |
2016 | 2,300 |
2017 | 2,300 |
2018 | 2,300 |
Thereafter | 202,350 |
Maturities of debt | $228,850 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 12 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 16, 2010 | Apr. 16, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Jul. 31, 2013 | Dec. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
2013 Credit Facility | 2013 Credit Facility | Senior Secured Revolving Credit Facility | Senior Secured Term Loan Credit Facility | Senior Secured Term Loan Credit Facility | Senior Secured Term Loan Credit Facility | Amended Senior Secured Credit Facility | 2013 Revolving Loan Facility | 2013 Term Loan Facility | 2013 Term Loan Facility | ABR | Eurodollar Rate Plus | Federal Funds Rate Plus | LIBOR | 2013 Credit Facility | 2013 Credit Facility | 2013 Credit Facility | ||||
Fair Value, Inputs, Level 2 | Fair Value, Inputs, Level 2 | Fair Value, Inputs, Level 2 | Fair Value, Inputs, Level 2 | |||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, borrowing capacity | $12,500,000 | ' | ' | ' | ' | $215,000,000 | $10,000,000 | ' | ' | $45,000,000 | $10,000,000 | ' | $230,000,000 | ' | ' | ' | ' | ' | ' | ' |
Interest rate terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Interest rates with respect to the term and revolving loans are based, at the Companybs option, on (a) adjusted LIBOR, provided that LIBOR shall be no less than 1% plus a maximum applicable margin of 3% or (b) ABR, provided that ABR shall be no less than 2%, which is equal to the greater of (1) JPMorgan Chase Bank, N.A.bs prime rate; (2) the Federal Funds Effective Rate plus 0.5% or (3) the calculated Eurodollar Rate plus 1.0%, plus a maximum applicable margin of 2%. The applicable margin will be adjusted quarterly beginning in the first quarter of 2014 based on the Companybs total leverage ratio as defined in the 2013 Senior Secured Credit Facility. | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 1.00% | 0.50% | ' | ' | ' | ' |
Applicable margin | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | 3.00% | ' | ' | ' |
Loss on early extinguishment of debt | -1,798,000 | -136,000 | -384,000 | -134,000 | -136,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,664,000 | ' | ' |
Debt Instrument, unamortized discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,327,000 | ' | ' |
Debt issuance costs, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,345,000 | ' | ' |
Debt Instrument, expense incurred | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,982,000 | ' | ' |
Excess Cash Flow payment | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal payments are due on quarterly | 575,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date | 31-Jul-20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal Excess Cash Flow prepayments | 8,000,000 | 6,123,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving loan facility commitment fee on average daily amount of unused portion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit Facility | 4,256,000 | 9,285,000 | ' | ' | ' | ' | ' | 228,404,000 | 232,326,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit Facility, fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $229,422,000 | $233,046,000 |
Income_Taxes_Schedule_of_Incom
Income Taxes - Schedule of Income Before Provision for Income Taxes (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Schedule Of Income Before Income Tax Domestic And Foreign [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Domestic | ' | ' | ' | ' | ' | ' | ' | ' | $23,729 | $29,964 | $19,358 |
Foreign | ' | ' | ' | ' | ' | ' | ' | ' | 7,367 | 5,498 | 7,063 |
Income before provision for income taxes | $6,711 | $8,399 | $10,125 | $5,861 | $7,537 | $12,986 | $9,804 | $5,135 | $31,096 | $35,462 | $26,421 |
Income_Taxes_Schedule_of_Compo
Income Taxes - Schedule of Components of Provision for Income Taxes (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Federal | ' | ' | ' | ' | ' | ' | ' | ' | $348 | ' | ' |
Foreign | ' | ' | ' | ' | ' | ' | ' | ' | 2,068 | 2,053 | 2,137 |
State and local | ' | ' | ' | ' | ' | ' | ' | ' | 26 | ' | ' |
Total current expense | ' | ' | ' | ' | ' | ' | ' | ' | 2,442 | 2,053 | 2,137 |
Deferred expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Federal | ' | ' | ' | ' | ' | ' | ' | ' | 366 | ' | ' |
Foreign | ' | ' | ' | ' | ' | ' | ' | ' | 9 | 85 | 35 |
State and local | ' | ' | ' | ' | ' | ' | ' | ' | 27 | ' | ' |
Total deferred expense | ' | ' | ' | ' | ' | ' | ' | ' | 402 | 85 | 35 |
Provision for income tax expense | $1,111 | $702 | $577 | $454 | $398 | $636 | $638 | $466 | $2,844 | $2,138 | $2,172 |
Income_Taxes_Schedule_of_Recon
Income Taxes - Schedule of Reconciliation of U.S. Statutory Income Tax Rate to Company's Effective Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Schedule Of Effective Income Tax Rate Reconciliation [Line Items] | ' | ' | ' |
U.S. statutory tax rate | 34.00% | 34.00% | 34.00% |
Increase due to state and local taxes, net of federal benefit | 2.60% | 2.50% | 2.30% |
Effect of permanent differences | 1.20% | 0.00% | 0.00% |
Income attributable to non-controlling interests | -28.70% | -30.50% | -28.10% |
Effective tax rate | 9.10% | 6.00% | 8.20% |
Income_Taxes_Summary_of_Deferr
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | |
In Thousands, unless otherwise specified | |||
Current deferred tax assets | ' | ' | |
Compensation and benefits | $557 | ' | |
Allowance for doubtful accounts | 456 | ' | |
Deferred revenue | 239 | ' | |
Other | 151 | ' | |
Total current deferred tax assets | 1,403 | [1] | ' |
Long-term deferred tax assets | ' | ' | |
Goodwill and other intangibles | 66,494 | 12 | |
Rent liabilities | 1,301 | ' | |
Other | 516 | 84 | |
Total long-term deferred tax assets | 68,311 | 96 | |
Long-term deferred tax liabilities | ' | ' | |
Property and equipment and other long-lived assets | -377 | -405 | |
Investments in equity method investees | -338 | ' | |
Total long-term deferred tax liabilities | -715 | -405 | |
Net long-term deferred tax assets | 67,596 | -309 | |
Total deferred tax assets and liabilities | $68,999 | ($309) | |
[1] | Current deferred tax assets are included in bOther current assetsb in the accompanying Consolidated Balance Sheets. |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Minimum | Maximum | ||
Income Tax Disclosure [Line Items] | ' | ' | ' | ' |
Income taxes payable | $448,000 | $400,000 | ' | ' |
Income tax examination, period | ' | ' | '4 years | '5 years |
Capital_Structure_Additional_I
Capital Structure - Additional Information (Detail) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||
Apr. 16, 2010 | Dec. 31, 2013 | Oct. 07, 2013 | Oct. 07, 2013 | Apr. 30, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2010 | Apr. 16, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 21, 2014 | Dec. 31, 2013 | Oct. 07, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Oct. 07, 2013 | |
Common Class B | Common Class B | Common Class B | Common Class B | Class A Preferred Units | Class A Preferred Units | Class A Preferred Units | Class A Preferred Units | Common Class A | RMCO, LLC | RMCO, LLC | RMCO, LLC | RE/MAX Holdings, Inc. | RE/MAX Holdings, Inc. | ||||
Subsequent Event | Class A Preferred Units | ||||||||||||||||
Class Of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Units exchanged for ownership interest | ' | ' | ' | ' | 847,500 | ' | ' | 37,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of redeemable preferred units | ' | ' | ' | ' | ' | ' | ' | ' | 112,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from issuance of redeemable preferred stock | $30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of preferred units | ' | ' | ' | ' | ' | ' | ' | ' | 37,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from sale of preferred stock | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Units, authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 150,000 | ' | ' | ' | 150,000 | ' | ' |
Preferred units, issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 150,000 | ' | ' | ' | 150,000 | ' | ' |
Preferred Units, outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 150,000 | ' | ' | ' | 150,000 | ' | ' |
Preferred units, redemption date | ' | 16-Apr-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred units, redemption rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' |
Preferred units, liquidation preference value | ' | ' | 49,850,000 | ' | ' | ' | ' | ' | ' | 0 | 49,500,000 | ' | ' | 49,850,000 | ' | ' | ' |
Redemption of common membership units price per common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,750,000 | ' | ' | 3,452,900 |
Redemption of common membership units amount less underwriting discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $76,931,250 | ' | ' | $70,836,244 |
Common stock, shares authorized | ' | ' | ' | ' | ' | ' | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock reserved for issuance under a unit option plan | ' | ' | ' | ' | ' | ' | 52,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options granted to certain employees | ' | ' | ' | 31,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares outstanding | ' | ' | ' | ' | ' | ' | 847,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding and unexercised options to acquire common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 787,500 | ' |
Dividend declared | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.06 | ' | ' | ' | ' | ' |
EquityBased_Compensation_Plan_
Equity-Based Compensation Plan - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||
Oct. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Oct. 31, 2013 | Dec. 31, 2013 | Oct. 31, 2013 | Jul. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Dec. 31, 2013 | |
Board Of Managers Options | Common Class A | Common Class B | Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | Restricted stock units | |||||||||||||
2013 Stock Incentive Plan | Employees | Directors | Directors | |||||||||||||||||||
Restricted stock units granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 107,971 | ' | ' | ' | 115,699 | 18,184 | ' |
Restricted stock units granted, value per unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $22 | ' | $18.96 | ' | ' | ' | $22 | $22 | ' |
Non-cash compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | $701,000 | $1,089,000 | ' | ' | ' | ' | ' | ' | $2,047,000 | ' | ' | ' | $247,000 |
Vesting Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '1 year | ' |
Unrecognized compensation cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,512,000 | ' | ' | ' | ' |
Options outstanding, remaining contractual term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years 6 months | ' | ' | ' | ' |
Tax Benefit related to the restricted stock units granted | ' | 1,111,000 | 702,000 | 577,000 | 454,000 | 398,000 | 636,000 | 638,000 | 466,000 | 2,844,000 | 2,138,000 | 2,172,000 | ' | ' | ' | ' | 345,000 | ' | ' | ' | ' | ' |
Additional shares available to grant under plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,336,439 | ' | ' | ' |
Options granted | 787,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock split | 25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options outstanding, Exercise price | ' | $3.60 | ' | ' | ' | ' | ' | ' | ' | $3.60 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options outstanding, remaining contractual term | ' | ' | ' | ' | ' | ' | ' | ' | ' | '8 years 10 months 24 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average grant-date fair value of common unit options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $56.83 | ' | ' | ' | ' | ' | ' | ' |
Total fair value of options | ' | ' | ' | ' | ' | ' | ' | ' | ' | $895,000 | $895,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
EquityBased_Compensation_Plan_1
Equity-Based Compensation Plan - Valuation Assumptions for Grants (Detail) | 12 Months Ended |
Dec. 31, 2012 | |
Valuation assumptions: | ' |
Expected dividend yield | 0.00% |
Expected volatility | 78.00% |
Expected term (years) | '5 years 1 month 6 days |
Risk-free interest rate | 0.75% |
Commitments_and_Contingencies_1
Commitments and Contingencies - Operating Leases Future Minimum Payments (Detail) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Operating Leased Assets [Line Items] | ' |
2014 | $10,801 |
2015 | 10,901 |
2016 | 10,048 |
2017 | 9,244 |
2018 | 8,564 |
Thereafter | 84,662 |
Total Rent Payments | 134,220 |
2014 | -886 |
2015 | -654 |
2016 | -616 |
2017 | -510 |
2018 | -490 |
Thereafter | -122 |
Total Sublease receipts | -3,278 |
2014 | 9,915 |
2015 | 10,247 |
2016 | 9,432 |
2017 | 8,734 |
2018 | 8,074 |
Thereafter | 84,540 |
Total cash outflows | $130,942 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Estimated Fair Value Liability Established for Costs (Detail) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Loss Contingencies [Line Items] | ' | ' |
Accruals at January 1, 2012 | $420 | $1,175 |
Additional abandoned leases | 99 | ' |
Extinguishments | ' | -301 |
Accretion and adjustments | 197 | 268 |
Payments | -505 | -722 |
Accruals at December 31, 2012 | $211 | $420 |
Commitments_and_Contingencies_3
Commitments and Contingencies - Additional Information (Detail) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Apr. 30, 2010 | Dec. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2008 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Mar. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2010 | |
RMCO | RMCO | RMCO | RMCO | RMCO | RMCO | RMCO | RMCO | RMCO | RMCO | RMCO | ||||
Renewals | Lease | Minimum | Minimum | Maximum | Maximum | Maximum | ||||||||
Tenant | sqft | sqft | sqft | sqft | ||||||||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total rent expense net of related to loss on sublease | $12,686,000 | $12,268,000 | $12,560,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating sublease income | 674,000 | 773,000 | 1,041,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease initial term | ' | ' | ' | '18 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Renewal of lease period | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of renewal periods | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of annual base rent | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of increase in rent each year | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Range of subleases in square feet | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000 | ' | 20,000 | 20,000 | 10,500 |
Range of subleases initial term | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | '10 years |
Number of retail tenants | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' |
Renewal options of subleases | ' | ' | ' | ' | ' | 'renewal options ranging from two 5-year renewal options to nine 5-year renewal options. Anticipated revenue from these subleases exceeds the expected costs that will be incurred by the Company. | ' | ' | ' | ' | ' | ' | ' | ' |
Liability related to loss on sublease | ' | ' | ' | ' | ' | ' | ' | ' | 1,932,000 | ' | ' | ' | ' | ' |
Short-term portion of liability | ' | ' | ' | ' | 453,000 | ' | ' | 351,000 | ' | ' | ' | ' | ' | ' |
Adjustment to sublease loss liability | ' | ' | ' | ' | 1,179,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term portion of liability | ' | ' | ' | ' | 1,494,000 | ' | ' | 972,000 | ' | ' | ' | ' | ' | ' |
Closed office leases with remaining lease terms | ' | ' | ' | ' | ' | ' | 'In connection with these office closures, the Company abandoned office leases with remaining lease terms of 11 months to eight years | ' | ' | ' | ' | ' | ' | ' |
Number of abandoned leases | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' |
Total future cash payments | ' | ' | ' | ' | 631,000 | ' | ' | 1,061,000 | ' | ' | ' | ' | ' | ' |
Percentage of discount rates charged to rent expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.75% | ' | 18.03% | ' |
Self insurance program liability | $195,000 | $360,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Guarantees_Additional_Informat
Guarantees - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | 31-May-13 | |
Guarantee Obligations [Line Items] | ' | ' | ' |
Term of line-of-credit agreement | '12 months | '12 months | ' |
Equity method investment, ownership percentage | ' | ' | 50.00% |
Maximum amount of advances requested and unpaid principal balance | $12,500,000 | ' | ' |
Interest rate | 0.50% | ' | ' |
Line of credit base interest with floor rate | 4.00% | ' | ' |
Guarantee expiration date | 31-May-13 | ' | ' |
Outstanding balance of line of credit | $4,256,000 | $9,285,000 | ' |
DefinedContribution_Savings_Pl1
Defined-Contribution Savings Plan - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Pension Plans Postretirement And Other Employee Benefits [Line Items] | ' | ' | ' |
Matching contribution Expenses | $926,000 | $462,000 | $397,000 |
RelatedParty_Transactions_Addi
Related-Party Transactions - Additional Information (Detail) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 07, 2013 | Oct. 07, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Accounts payable to affiliates | ' | ' | $1,012,000 | $2,330,000 | ' |
Franchise revenue | ' | 2,648,000 | ' | 3,364,000 | 3,299,000 |
Amounts allocated for services rendered and rent for office space | ' | ' | 3,064,000 | 3,354,000 | 3,325,000 |
Payments Of Stock Issuance Costs | 5,972,000 | ' | 5,972,000 | ' | ' |
IPO | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Payments Of Stock Issuance Costs | 11,000,000 | ' | 848,500 | ' | ' |
Stock issuance costs reimbursed | ' | ' | 700,000 | ' | ' |
Advertising Funds | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related party transactions expenses | ' | ' | 1,148,000 | 1,153,000 | 1,190,000 |
Tails Inc | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related party transactions expenses | ' | 244,000 | ' | 267,000 | 227,000 |
Accounts payable to affiliates | ' | ' | 0 | 2,270,000 | ' |
Advertising Funds | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Accounts payable to affiliates | ' | ' | 945,000 | ' | ' |
Sanctuary Inc. | ' | ' | ' | ' | ' |
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Related party transactions expenses | ' | ' | ' | $709,000 | $960,000 |
RelatedParty_Transactions_Deta
Related-Party Transactions (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accounts receivable from affiliates: | ' | ' |
Accounts receivable from affiliates | $5,000 | $55,000 |
Accounts payable to affiliates: | ' | ' |
Total accounts payable to affiliates | -1,017,000 | -2,385,000 |
Net accounts payable to affiliates | -1,012,000 | -2,330,000 |
RE/MAX Southwest Region | ' | ' |
Accounts receivable from affiliates: | ' | ' |
Accounts receivable from affiliates | ' | 11,000 |
Advertising Funds | ' | ' |
Accounts receivable from affiliates: | ' | ' |
Accounts receivable from affiliates | ' | 21,000 |
Accounts payable to affiliates: | ' | ' |
Net accounts payable to affiliates | -945,000 | ' |
Re Max Of Texas Advertising Fund | ' | ' |
Accounts receivable from affiliates: | ' | ' |
Accounts receivable from affiliates | -6,000 | ' |
Advertising Funds | ' | ' |
Accounts receivable from affiliates: | ' | ' |
Accounts receivable from affiliates | -10,000 | ' |
Other Affiliates | ' | ' |
Accounts receivable from affiliates: | ' | ' |
Accounts receivable from affiliates | 21,000 | 23,000 |
Accounts payable to affiliates: | ' | ' |
Total accounts payable to affiliates | ($1,017,000) | ($2,385,000) |
Segment_information_Reportable
Segment information - Reportable Segments Revenue and Adjusted EBITDA (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||
Sales Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Continuing franchise fees | ' | ' | ' | ' | ' | ' | ' | ' | $64,465,000 | $56,350,000 | $57,200,000 | |||
Annual dues | ' | ' | ' | ' | ' | ' | ' | ' | 29,524,000 | 28,909,000 | 28,922,000 | |||
Broker fees | ' | ' | ' | ' | ' | ' | ' | ' | 24,811,000 | 19,579,000 | 16,764,000 | |||
Franchise sales and other franchise revenue | ' | ' | ' | ' | ' | ' | ' | ' | 23,574,000 | 22,629,000 | 19,354,000 | |||
Brokerage revenue | ' | ' | ' | ' | ' | ' | ' | ' | 16,488,000 | 16,210,000 | 16,062,000 | |||
Total revenue | 40,234,000 | 40,312,000 | 39,241,000 | 39,075,000 | 35,080,000 | 38,429,000 | 35,167,000 | 35,001,000 | 158,862,000 | 143,677,000 | 138,302,000 | |||
Total segment reporting adjusted EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | 77,286,000 | 66,744,000 | 59,281,000 | |||
Real Estate Franchise Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Sales Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Total segment reporting adjusted EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | 78,024,000 | 66,776,000 | 60,590,000 | |||
Brokerage And Other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Sales Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Total segment reporting adjusted EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | -738,000 | -32,000 | -1,309,000 | |||
Operating Segments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Sales Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Total revenue | ' | ' | ' | ' | ' | ' | ' | ' | 158,862,000 | [1] | 143,677,000 | [1] | 138,302,000 | [1] |
Operating Segments | Real Estate Franchise Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Sales Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Continuing franchise fees | ' | ' | ' | ' | ' | ' | ' | ' | 65,728,000 | [1] | 57,599,000 | [1] | 58,487,000 | [1] |
Annual dues | ' | ' | ' | ' | ' | ' | ' | ' | 29,527,000 | [1] | 28,913,000 | [1] | 28,922,000 | [1] |
Broker fees | ' | ' | ' | ' | ' | ' | ' | ' | 25,078,000 | [1] | 19,797,000 | [1] | 16,923,000 | [1] |
Franchise sales and other franchise revenue | ' | ' | ' | ' | ' | ' | ' | ' | 23,577,000 | [1] | 22,636,000 | [1] | 19,364,000 | [1] |
Brokerage revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | [1] | ' | [1] | ' | [1] |
Total revenue | ' | ' | ' | ' | ' | ' | ' | ' | 143,910,000 | [1] | 128,945,000 | [1] | 123,696,000 | [1] |
Operating Segments | Brokerage And Other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Sales Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Continuing franchise fees | ' | ' | ' | ' | ' | ' | ' | ' | -1,263,000 | [1] | -1,249,000 | [1] | -1,287,000 | [1] |
Annual dues | ' | ' | ' | ' | ' | ' | ' | ' | -3,000 | [1] | -4,000 | [1] | ' | |
Broker fees | ' | ' | ' | ' | ' | ' | ' | ' | -267,000 | [1] | -218,000 | [1] | -159,000 | [1] |
Franchise sales and other franchise revenue | ' | ' | ' | ' | ' | ' | ' | ' | -3,000 | [1] | -7,000 | [1] | -10,000 | [1] |
Brokerage revenue | ' | ' | ' | ' | ' | ' | ' | ' | 16,488,000 | [1] | 16,210,000 | [1] | 16,062,000 | [1] |
Total revenue | ' | ' | ' | ' | ' | ' | ' | ' | $14,952,000 | [1] | $14,732,000 | [1] | $14,606,000 | [1] |
[1] | Transactions between the Real Estate Franchise Services and the Brokerage and Other reportable segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services segment include intercompany amounts paid from the Companybs Brokerage Services business of $1,536,000, $1,478,000 and $1,456,000 for the years ended DecemberB 31, 2013, 2012 and 2011, respectively. Such amounts are eliminated through the Brokerage and Other reportable segment. |
Segment_information_Reportable1
Segment information - Reportable Segments Revenue and Adjusted EBITDA (Parenthetical) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Sales Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intercompany revenues | $40,234,000 | $40,312,000 | $39,241,000 | $39,075,000 | $35,080,000 | $38,429,000 | $35,167,000 | $35,001,000 | $158,862,000 | $143,677,000 | $138,302,000 |
Brokerage And Other | Intersegment Eliminations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sales Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intercompany revenues | ' | ' | ' | ' | ' | ' | ' | ' | $1,536,000 | $1,478,000 | $1,456,000 |
Segment_information_Segment_Ad
Segment information - Segment Adjusted EBITDA to Net Income (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Segment Reporting Revenue Reconciling Item [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total segment reporting adjusted EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | ' | $77,286,000 | $66,744,000 | $59,281,000 |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,166,000 | 12,090,000 | 14,473,000 |
Interest expense, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,326,000 | 11,400,000 | 11,831,000 |
Loss on sale or disposition of assets and sublease | ' | ' | ' | ' | ' | ' | ' | ' | ' | 971,000 | 1,352,000 | 1,595,000 |
Loss on early extinguishment of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,798,000 | 136,000 | 384,000 |
Equity-based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,995,000 | 1,089,000 | ' |
Non-cash straight-line rent expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,183,000 | 1,879,000 | 1,577,000 |
Acquisition integration costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | 495,000 | 336,000 | ' |
Public offering related expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,995,000 | ' | ' |
Income before provision for income taxes | ' | 6,711,000 | 8,399,000 | 10,125,000 | 5,861,000 | 7,537,000 | 12,986,000 | 9,804,000 | 5,135,000 | 31,096,000 | 35,462,000 | 26,421,000 |
Provision for income taxes | ' | 1,111,000 | 702,000 | 577,000 | 454,000 | 398,000 | 636,000 | 638,000 | 466,000 | 2,844,000 | 2,138,000 | 2,172,000 |
Net income | 4,976,000 | 5,600,000 | 7,697,000 | 9,548,000 | 5,407,000 | 7,139,000 | 12,350,000 | 9,166,000 | 4,669,000 | 28,252,000 | 33,324,000 | 24,249,000 |
Chairman Executive | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Revenue Reconciling Item [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Chairman executive compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,261,000 | $3,000,000 | $3,000,000 |
Segment_Information_Summary_of
Segment Information - Summary of Segment long-lived and Total Assets (Detail) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Segment Reporting Asset Reconciling Item [Line Items] | ' | ' |
Total long-lived assets | $242,743 | $164,339 |
Total assets | 352,823 | 251,416 |
Real Estate Franchise Services | ' | ' |
Segment Reporting Asset Reconciling Item [Line Items] | ' | ' |
Total long-lived assets | 238,147 | 159,646 |
Total assets | 344,723 | 243,942 |
Brokerage And Other | ' | ' |
Segment Reporting Asset Reconciling Item [Line Items] | ' | ' |
Total long-lived assets | 4,596 | 4,693 |
Total assets | $8,100 | $7,474 |
Segment_Information_Schedule_o
Segment Information - Schedule of Information Concerning Company's Principal Geographic Areas (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | $40,234,000 | $40,312,000 | $39,241,000 | $39,075,000 | $35,080,000 | $38,429,000 | $35,167,000 | $35,001,000 | $158,862,000 | $143,677,000 | $138,302,000 |
Total long-lived assets | 242,743,000 | ' | ' | ' | 164,339,000 | ' | ' | ' | 242,743,000 | 164,339,000 | ' |
Total assets | 352,823,000 | ' | ' | ' | 251,416,000 | ' | ' | ' | 352,823,000 | 251,416,000 | ' |
Reportable Geographical Components | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues From External Customers And Long Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 158,862,000 | 143,677,000 | 138,302,000 |
Total long-lived assets | 174,952,000 | ' | ' | ' | 164,339,000 | ' | ' | ' | 174,952,000 | 164,339,000 | ' |
Total assets | 352,823,000 | ' | ' | ' | 251,416,000 | ' | ' | ' | 352,823,000 | 251,416,000 | ' |
Reportable Geographical Components | UNITED STATES | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues From External Customers And Long Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 124,686,000 | 106,282,000 | 102,504,000 |
Total long-lived assets | 170,922,000 | ' | ' | ' | 159,970,000 | ' | ' | ' | 170,922,000 | 159,970,000 | ' |
Total assets | 345,461,000 | ' | ' | ' | 243,463,000 | ' | ' | ' | 345,461,000 | 243,463,000 | ' |
Reportable Geographical Components | CANADA | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues From External Customers And Long Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 25,168,000 | 24,503,000 | 24,284,000 |
Total long-lived assets | 4,030,000 | ' | ' | ' | 4,332,000 | ' | ' | ' | 4,030,000 | 4,332,000 | ' |
Total assets | 6,133,000 | ' | ' | ' | 6,635,000 | ' | ' | ' | 6,133,000 | 6,635,000 | ' |
Reportable Geographical Components | Other International | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues From External Customers And Long Lived Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 9,008,000 | 12,892,000 | 11,514,000 |
Total long-lived assets | ' | ' | ' | ' | 37,000 | ' | ' | ' | ' | 37,000 | ' |
Total assets | $1,229,000 | ' | ' | ' | $1,318,000 | ' | ' | ' | $1,229,000 | $1,318,000 | ' |
Segment_information_Additional
Segment information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2013 | |
Segment | |
Sales Information [Line Items] | ' |
Number of reportable segments | 2 |
Quarterly_Financial_Informatio2
Quarterly Financial Information (unaudited) - Schedule of Quarterly Financial Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Interim Period Costs Not Allocable [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intercompany revenues | ' | $40,234 | $40,312 | $39,241 | $39,075 | $35,080 | $38,429 | $35,167 | $35,001 | $158,862 | $143,677 | $138,302 |
Total operating expenses | ' | 30,565 | 25,758 | 25,744 | 29,715 | 25,092 | 23,400 | 22,565 | 27,074 | 111,782 | 98,131 | 99,831 |
Operating income | ' | 9,669 | 14,554 | 13,497 | 9,360 | 9,988 | 15,029 | 12,602 | 7,927 | 47,080 | 45,546 | 38,471 |
Total other expenses, net | ' | -2,958 | -6,155 | -3,372 | -3,499 | -2,451 | -2,043 | -2,798 | -2,792 | -15,984 | -10,084 | -12,050 |
Income before provision for income taxes | ' | 6,711 | 8,399 | 10,125 | 5,861 | 7,537 | 12,986 | 9,804 | 5,135 | 31,096 | 35,462 | 26,421 |
Provision for income taxes | ' | -1,111 | -702 | -577 | -454 | -398 | -636 | -638 | -466 | -2,844 | -2,138 | -2,172 |
Net income | 4,976 | 5,600 | 7,697 | 9,548 | 5,407 | 7,139 | 12,350 | 9,166 | 4,669 | 28,252 | 33,324 | 24,249 |
Less: net income attributable to non-controlling interest | ' | 4,094 | 7,697 | 9,548 | 5,407 | 7,139 | 12,350 | 9,166 | 4,669 | 26,746 | 33,324 | 24,249 |
Net income attributable to RE/MAX Holdings, Inc. | $1,506 | $1,506 | ' | ' | ' | ' | ' | ' | ' | $1,506 | ' | ' |
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic | $0.13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Diluted | $0.12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average shares of Class A common stock outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic | 11,607,971 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Diluted | 12,234,905 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |