Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | ||
Sep. 30, 2014 | Nov. 07, 2014 | Nov. 07, 2014 | |
Common Class A | Common Class B | ||
Document And Entity Information [Line Items] | ' | ' | ' |
Document Type | '10-Q | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 30-Sep-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q3 | ' | ' |
Trading Symbol | 'RMAX | ' | ' |
Entity Registrant Name | 'RE/MAX Holdings, Inc. | ' | ' |
Entity Central Index Key | '0001581091 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Non-accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 11,632,452 | 1 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash and cash equivalents | $98,128,000 | $88,375,000 |
Escrow cash - restricted | 731,000 | 710,000 |
Accounts and notes receivable, current portion, less allowances of $4,288 and $4,122, respectively | 17,645,000 | 15,980,000 |
Accounts receivable from affiliates | ' | 5,000 |
Income taxes receivable | 1,187,000 | ' |
Other current assets | 3,715,000 | 5,010,000 |
Total current assets | 121,406,000 | 110,080,000 |
Property and equipment, net of accumulated depreciation of $20,185 and $19,400, respectively | 2,628,000 | 2,583,000 |
Franchise agreements, net of accumulated amortization of $83,938 and $73,764, respectively | 78,897,000 | 89,071,000 |
Other intangible assets, net of accumulated amortization of $8,394 and $7,912, respectively | 1,976,000 | 2,486,000 |
Goodwill | 72,616,000 | 72,781,000 |
Deferred tax assets, net | 66,387,000 | 67,791,000 |
Investments in equity method investees | 3,750,000 | 3,642,000 |
Debt issuance costs, net | 1,974,000 | 2,353,000 |
Other assets | 1,952,000 | 2,036,000 |
Total assets | 351,586,000 | 352,823,000 |
Current liabilities: | ' | ' |
Accounts payable | 849,000 | 731,000 |
Accounts payable to affiliates | 1,089,000 | 1,017,000 |
Escrow liabilities | 731,000 | 710,000 |
Accrued liabilities | 7,931,000 | 9,344,000 |
Income taxes and tax distributions payable | 215,000 | 3,000,000 |
Deferred revenue and deposits | 17,159,000 | 15,821,000 |
Current portion of debt | 8,568,000 | 17,300,000 |
Current portion of payable to related parties pursuant to tax receivable agreements | 902,000 | 902,000 |
Other current liabilities | 206,000 | 206,000 |
Total current liabilities | 37,650,000 | 49,031,000 |
Debt, net of current portion | 203,629,000 | 211,104,000 |
Payable to related parties pursuant to tax receivable agreements, net of current portion | 67,938,000 | 67,938,000 |
Deferred revenue, net of current portion | 117,000 | 234,000 |
Deferred tax liabilities, net | 197,000 | 195,000 |
Other liabilities, net of current portion | 8,945,000 | 8,782,000 |
Total liabilities | 318,476,000 | 337,284,000 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Additional paid-in capital | 239,033,000 | 239,086,000 |
Retained earnings | 10,396,000 | 1,506,000 |
Accumulated other comprehensive income | 1,135,000 | 1,371,000 |
Total stockholders' equity attributable to RE/MAX Holdings, Inc. | 250,565,000 | 241,964,000 |
Non-controlling interest | -217,455,000 | -226,425,000 |
Total stockholders' equity | 33,110,000 | 15,539,000 |
Total liabilities and stockholders' equity | 351,586,000 | 352,823,000 |
Common Class A | ' | ' |
Stockholders' equity: | ' | ' |
Common stock | 1,000 | 1,000 |
Total stockholders' equity | 1,000 | 1,000 |
Common Class B | ' | ' |
Stockholders' equity: | ' | ' |
Common stock | ' | ' |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for accounts receivable | $4,288 | $4,122 |
Accumulated depreciation, property and equipment | 20,185 | 19,400 |
Franchise Agreements | ' | ' |
Accumulated amortization, intangible assets | 83,938 | 73,764 |
Other Intangible Assets | ' | ' |
Accumulated amortization, intangible assets | $8,394 | $7,912 |
Common Class A | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 11,592,452 | 11,607,971 |
Common stock, shares outstanding | 11,592,452 | 11,607,971 |
Common Class B | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 1 | 1 |
Common stock, shares outstanding | 1 | 1 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Income and Comprehensive Income (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | ||||
Revenue: | ' | ' | ' | ' | ||||
Continuing franchise fees | $18,523 | $16,093 | $54,251 | $47,037 | ||||
Annual dues | 7,697 | 7,455 | 22,846 | 22,052 | ||||
Broker fees | 8,279 | 7,204 | 21,853 | 18,704 | ||||
Franchise sales and other franchise revenue | 5,472 | 5,076 | 17,935 | 17,823 | ||||
Brokerage revenue | 4,269 | 4,484 | 11,534 | 13,012 | ||||
Total revenue | 44,240 | [1] | 40,312 | [1] | 128,419 | [1] | 118,628 | [1] |
Operating expenses: | ' | ' | ' | ' | ||||
Selling, operating and administrative expenses | 20,559 | 22,105 | 65,321 | 70,088 | ||||
Depreciation and amortization | 3,767 | 3,656 | 11,517 | 11,088 | ||||
(Gain) loss on sale or disposition of assets, net | ' | -3 | -1 | 41 | ||||
Total operating expenses | 24,326 | 25,758 | 76,837 | 81,217 | ||||
Operating income | 19,914 | 14,554 | 51,582 | 37,411 | ||||
Other expenses, net: | ' | ' | ' | ' | ||||
Interest expense | -2,255 | -5,128 | -7,007 | -12,053 | ||||
Interest income | 58 | 82 | 205 | 224 | ||||
Foreign currency transaction (losses) gains | -811 | 281 | -504 | -135 | ||||
Loss on early extinguishment of debt | ' | -1,664 | -178 | -1,798 | ||||
Equity in earnings of investees | 265 | 274 | 394 | 736 | ||||
Total other expenses, net | -2,743 | -6,155 | -7,090 | -13,026 | ||||
Income before provision for income taxes | 17,171 | 8,399 | 44,492 | 24,385 | ||||
Provision for income taxes | -3,116 | -702 | -8,130 | -1,733 | ||||
Net income | 14,055 | 7,697 | 36,362 | 22,652 | ||||
Less: net income attributable to non-controlling interest | 9,780 | 7,697 | 25,299 | 22,652 | ||||
Net income attributable to RE/MAX Holdings, Inc. | 4,275 | ' | 11,063 | ' | ||||
Comprehensive income: | ' | ' | ' | ' | ||||
Net income | 14,055 | 7,697 | 36,362 | 22,652 | ||||
Change in cumulative translation adjustment | -245 | 114 | -236 | -184 | ||||
Other comprehensive (loss) income | -245 | 114 | -236 | -184 | ||||
Comprehensive income | 13,810 | 7,811 | 36,126 | 22,468 | ||||
Less: comprehensive income attributable to non-controlling interest | 9,632 | 7,811 | 25,156 | 22,468 | ||||
Comprehensive income attributable to RE/MAX Holdings, Inc. | $4,178 | ' | $10,970 | ' | ||||
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock | ' | ' | ' | ' | ||||
Basic | $0.37 | ' | $0.95 | ' | ||||
Diluted | $0.35 | ' | $0.90 | ' | ||||
Weighted average shares of Class A common stock outstanding | ' | ' | ' | ' | ||||
Basic | 11,579,669 | ' | 11,593,738 | ' | ||||
Diluted | 12,229,010 | ' | 12,235,160 | ' | ||||
Cash dividends declared per share of Class A common stock | $0.06 | ' | $0.19 | ' | ||||
[1] | Transactions between the Real Estate Franchise Services and the Brokerages reportable segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services reportable segment include intercompany amounts paid from the Companybs brokerage services business of $485,000 and $383,000 for the three months ended September 30, 2014 and 2013, respectively, and $1,369,000 and $1,130,000 for the nine months ended September 30, 2014 and 2013, respectively. Such amounts are eliminated in the Brokerages reportable segment |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statement of Stockholder's Equity (USD $) | Total | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income | Noncontrolling interest | Common Class A | Common Class B |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | ||
Beginning balance, Value at Dec. 31, 2013 | $15,539,000 | $239,086,000 | $1,506,000 | $1,371,000 | ($226,425,000) | $1,000 | ' |
Beginning balance, Shares at Dec. 31, 2013 | ' | ' | ' | ' | ' | 11,607,971 | 1 |
Net income | 36,362,000 | ' | 11,063,000 | ' | 25,299,000 | ' | ' |
Distributions paid to non-controlling unitholders | -16,329,000 | ' | ' | ' | -16,329,000 | ' | ' |
Share-based compensation | 532,000 | 532,000 | ' | ' | ' | ' | ' |
Dividends paid to Class A common stockholders | -2,173,000 | ' | -2,173,000 | ' | ' | ' | ' |
Change in accumulated other comprehensive income | -236,000 | ' | ' | -236,000 | ' | ' | ' |
Excess tax benefit realized on delivery of vested restricted stock units and exercise of stock options | 179,000 | 179,000 | ' | ' | ' | ' | ' |
Cancellation of vested restricted stock units to satisfy statutory tax withholding requirements, Value | -818,000 | -818,000 | ' | ' | ' | ' | ' |
Cancellation of vested restricted stock units to satisfy statutory tax withholding requirements, Shares | -30,519 | ' | ' | ' | ' | -30,519 | ' |
Exercise of stock options, Value | 54,000 | 54,000 | ' | ' | ' | ' | ' |
Exercise of stock options, Shares | 15,000 | ' | ' | ' | ' | 15,000 | ' |
Ending balance, Value at Sep. 30, 2014 | $33,110,000 | $239,033,000 | $10,396,000 | $1,135,000 | ($217,455,000) | $1,000 | ' |
Ending balance, Shares at Sep. 30, 2014 | ' | ' | ' | ' | ' | 11,592,452 | 1 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Cash flows from operating activities: | ' | ' |
Net income | $36,362,000 | $22,652,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 11,517,000 | 11,088,000 |
Bad debt expense | 289,000 | 289,000 |
Loss on early extinguishment of debt | 178,000 | 1,798,000 |
Equity-based compensation | 532,000 | 701,000 |
Non-cash interest expense | 273,000 | 723,000 |
Other | 1,321,000 | 232,000 |
Changes in operating assets and liabilities: | ' | ' |
Accounts and notes receivable, current portion | -1,991,000 | -1,678,000 |
Advances from/to affiliates | 34,000 | -126,000 |
Other current and noncurrent assets | 1,394,000 | -30,000 |
Other current and noncurrent liabilities | -2,136,000 | 1,927,000 |
Deferred revenue and deposits | 1,225,000 | -686,000 |
Net cash provided by operating activities | 48,998,000 | 36,890,000 |
Cash flows from investing activities: | ' | ' |
Purchases of property, equipment and software | -1,017,000 | -676,000 |
Proceeds from sale of property and equipment | 2,000 | 8,000 |
Capitalization of trademark costs | -91,000 | -174,000 |
Net cash used in investing activities | -1,106,000 | -842,000 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of debt | ' | 230,000,000 |
Payments on debt | -16,278,000 | -234,083,000 |
Debt issuance costs | ' | -1,301,000 |
Distributions to non-controlling unitholders | -18,881,000 | -20,684,000 |
Dividends to Class A common stockholders | -2,173,000 | ' |
Payments on capital lease obligations | -156,000 | -211,000 |
Deferred offering costs | 0 | -4,816,000 |
Excess tax benefit realized on delivery of vested restricted stock units and exercise of stock options | 179,000 | ' |
Tax withholding payment for vested restricted stock units upon delivery | -818,000 | ' |
Proceeds from exercise of stock options | 54,000 | ' |
Net cash used in financing activities | -38,073,000 | -31,095,000 |
Effect of exchange rate changes on cash | -66,000 | 28,000 |
Net increase in cash and cash equivalents | 9,753,000 | 4,981,000 |
Cash and cash equivalents, beginning of year | 88,375,000 | 68,501,000 |
Cash and cash equivalents, end of period | 98,128,000 | 73,482,000 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash paid for interest | 6,692,000 | 11,443,000 |
Cash paid for income taxes | 6,824,000 | 1,632,000 |
Schedule of non-cash investing and financing activities: | ' | ' |
Capital leases for property and equipment | 18,000 | 236,000 |
Distributions payable to non-controlling unitholders | ' | 6,650,000 |
Increase in accounts payable for capitalization of trademark costs | $155,000 | $15,000 |
Business_and_Organization
Business and Organization | 9 Months Ended |
Sep. 30, 2014 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' |
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 net business assets of HBN, Inc. (“HBN”) and Tails, Inc. (“Tails”) in the Southwest and Central Atlantic regions of the United States (“U.S.”), respectively, which were subsequently contributed to RMCO, LLC and subsidiaries (“RMCO”), and the remaining proceeds were used to purchase common membership units in RMCO. After completion of the IPO, RE/MAX Holdings owned 39.56% of the common membership units in RMCO and as of September 30, 2014, RE/MAX Holdings owns 39.53% 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 the financial position and results of operations of 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 brokerage services throughout the U.S. and globally. The Company also operates a small number of real estate brokerages in the U.S. 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 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). The Company, as a franchisor, grants the broker-owner a license to use the RE/MAX brand, trademark, promotional and operating materials and concepts. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
2. Summary of Significant Accounting Policies | |
Basis of Presentation | |
The accompanying condensed consolidated financial statements are unaudited and comprise the condensed consolidated financial statements of the Company and have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and with Article 10 of Regulation S-X. In compliance with those instructions, certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying condensed consolidated financial statements are presented on a consolidated basis and include the accounts of RE/MAX Holdings and its majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal and recurring adjustments necessary to present fairly the Company’s financial position as of September 30, 2014 and December 31, 2013, the results of its operations for the three and nine months ended September 30, 2014 and 2013, changes in its stockholders’ equity for the nine months ended September 30, 2014 and results of its cash flows for the nine months ended September 30, 2014 and 2013. Interim results may not be indicative of full year performance. | |
Use of Estimates | |
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed 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 accounts and notes receivable, the determination of the estimated lives of intangible assets, 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 payable pursuant to the terms of the Tax Receivable Agreements (“TRAs”) discussed in more detail in Note 3, Non-controlling Interest. Actual results could differ from those estimates. | |
Principles of Consolidation | |
RE/MAX Holdings holds an approximate 40% economic interest in RMCO, but as its managing member, RE/MAX Holdings controls RMCO’s operations, management and activities. As a result, RE/MAX Holdings consolidates RMCO and records a non-controlling interest in the accompanying Condensed Consolidated Balance Sheets and records net income attributable to the non-controlling interest in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income. | |
Recent Accounting Pronouncements | |
Under the Jumpstart Our Business Startups Act (“JOBS Act”), the Company 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. | |
On May 28, 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company has not yet selected a transition method nor has it determined the effect of the standard on its consolidated financial statements and related disclosures. | |
Critical Accounting Judgments and Estimates | |
There have been no changes in the Company’s critical accounting judgments and estimates from those that were disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The Company believes that the disclosures herein are adequate so that the information presented is not misleading; however, it is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. |
Noncontrolling_Interest
Non-controlling Interest | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Noncontrolling Interest [Abstract] | ' | |||||||||||||||
Non-controlling Interest | ' | |||||||||||||||
3. Non-controlling Interest | ||||||||||||||||
RE/MAX Holdings is the sole managing member of RMCO and subsequent to the IPO, began to operate and control all of the business affairs of RMCO. As a result, RE/MAX Holdings began to consolidate RMCO on October 7, 2013 and because RE/MAX Holdings and RMCO are entities under common control, such consolidation has been reflected for all periods presented. RE/MAX Holdings owns a 39.53% and 39.56% minority economic interest in RMCO as of September 30, 2014 and December 31, 2013, respectively, and records a non-controlling interest for the remaining 60.47% and 60.44% economic interest in RMCO held by RIHI, Inc. (“RIHI”) as of September 30, 2014 and December 31, 2013, respectively. RE/MAX Holdings’ minority economic interest in RMCO decreased due to the cancellation of 30,519 common units in RMCO in May 2014, offset by the increase in common units from the issuance of shares of Class A common stock upon the exercise of 15,000 stock options in September 2014, as referenced in Note 10, Equity-Based Compensation. 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 in the accompanying Condensed Consolidated Statements 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 in the accompanying Condensed Consolidated Balance Sheets represented the carryover basis of RIHI’s capital account in RMCO. Prospectively, the non-controlling interest has been adjusted to reflect tax and other cash distributions made to, and the income allocated to, the non-controlling unitholders. The ownership of the common units in RMCO is summarized as follows: | ||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||
Shares | Ownership % | Shares | Ownership % | |||||||||||||
Non-controlling unitholders ownership of common units in RMCO | 17,734,600 | 60.47 | % | 17,734,600 | 60.44 | % | ||||||||||
RE/MAX Holdings, Inc. outstanding Class A common stock (equal to RE/MAX Holdings, Inc. common units in RMCO) | 11,592,452 | 39.53 | % | 11,607,971 | 39.56 | % | ||||||||||
29,327,052 | 100 | % | 29,342,571 | 100 | % | |||||||||||
The aforementioned ownership percentages are used to calculate the net income attributable to RE/MAX Holdings. A reconciliation from “Income before provision for income taxes” to “Net income attributable to RE/MAX Holdings, Inc.” for the three and nine months ended September 30, 2014 is detailed as follows (in thousands, except percentages): | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
September 30, 2014 | September 30, 2014 | |||||||||||||||
Income before provision for income taxes | $ | 17,171 | $ | 44,492 | ||||||||||||
Weighted average ownership percentage of controlling interest | 39.5 | % | 39.53 | % | ||||||||||||
Income before provision for income taxes attributable to RE/MAX Holdings, Inc. | 6,783 | 17,588 | ||||||||||||||
Provision for income taxes attributable to RE/MAX Holdings, Inc. | (2,508 | ) | (6,525 | ) | ||||||||||||
Net income attributable to RE/MAX Holdings, Inc. | $ | 4,275 | $ | 11,063 | ||||||||||||
A reconciliation of the “Provision for income taxes” for the three and nine months ended September 30, 2014 is detailed as follows (in thousands): | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
September 30, 2014 | September 30, 2014 | |||||||||||||||
Provision for income taxes attributable to RE/MAX Holdings, Inc. (a) | $ | (2,508 | ) | $ | (6,525 | ) | ||||||||||
Provision for income taxes attributable to entities other than RE/MAX Holdings, Inc. (b) | (608 | ) | (1,605 | ) | ||||||||||||
Provision for income taxes | $ | (3,116 | ) | $ | (8,130 | ) | ||||||||||
(a) | The provision for income taxes attributable to RE/MAX Holdings includes all U.S. federal and state income taxes as well as RE/MAX Holdings’ approximate 40% share of the taxes imposed directly on RE/MAX, LLC, a wholly-owned subsidiary of RMCO, related to tax liabilities in certain foreign jurisdictions of approximately $395,000 and $1,049,000 for the three and nine months ended September 30, 2014, respectively. | |||||||||||||||
(b) | The provision for income taxes attributable to entities other than RE/MAX Holdings represents taxes imposed directly on RE/MAX, LLC related to tax liabilities in certain foreign jurisdictions that are allocated to the non-controlling interest. | |||||||||||||||
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, state or local income taxes, as these taxes are primarily the obligations of its members. As authorized by the Fourth Amended and Restated RMCO Limited Liability Company Agreement (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 each members’ tax liabilities, if any, with respect to their allocable share of RMCO earnings. RMCO makes such tax distributions to its members based on an estimated tax rate in accordance with 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 paid to or on behalf of non-controlling unitholders under the New RMCO, LLC Agreement were $15,557,000 during the nine months ended September 30, 2014, and are recorded in “Non-controlling interest” in the accompanying Condensed Consolidated Balance Sheets and Condensed Consolidated Statement of Stockholders’ Equity. For the nine months ended September 30, 2013, distributions for taxes to RMCO’s non-controlling unitholders were also required, but calculated differently, in accordance with the Third Amended and Restated RMCO Limited Liability Company Agreement (the “Old RMCO, LLC Agreement”). Distributions for taxes paid to non-controlling unitholders under the Old RMCO, LLC Agreement during the nine months ended September 30, 2013 were $12,684,000. | ||||||||||||||||
Other Distributions | ||||||||||||||||
Cash distributions are also made to non-controlling unitholders based on their ownership percentage in RMCO as determined in accordance with 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. The Company made distributions of $1,108,000 to non-controlling unitholders on each of April 17, 2014, June 5, 2014 and September 3, 2014, which are recorded in “Non-controlling interest” in the accompanying Condensed Consolidated Balance Sheets and Condensed Consolidated Statement of Stockholders’ Equity. On November 6, 2014, the Company declared a distribution to non-controlling unitholders of $1,108,000, which is payable on December 4, 2014. Cash distributions were also required to be made to non-controlling unitholders in accordance with the Old RMCO, LLC Agreement in an amount equal to the lesser of (1) the amount of excess cash flow payment required to be paid as a mandatory prepayment pursuant to the Company’s previous senior secured credit facility and (2) $8,000,000. Other distributions paid to non-controlling unitholders during the nine months ended September 30, 2013 were $8,000,000. | ||||||||||||||||
Payments Pursuant to the Tax Receivable Agreements | ||||||||||||||||
As of September 30, 2014, the Company recorded a liability of $68,840,000, representing the payments due to RMCO’s historical owners, RIHI and Weston Presidio V., L.P. (“Weston Presidio”), under the terms of the TRAs (see current and non-current portion of “Payable to related parties pursuant to tax receivable agreements” in the accompanying Condensed Consolidated Balance Sheets). | ||||||||||||||||
The Company estimates that amounts payable pursuant to the TRAs within the next twelve months will be approximately $902,000. No amounts were paid pursuant to the terms of the TRAs during the nine months ended September 30, 2014. | ||||||||||||||||
Payments are anticipated to be made under the TRAs indefinitely, with the first payment due no later than January 20, 2015. 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 the members’ ownership interests pursuant to the New RMCO, LLC Agreement after taking into consideration all relevant sections of the Internal Revenue Code. |
Earnings_Per_Share_and_Dividen
Earnings Per Share and Dividends | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Earnings Per Share and Dividends | ' | |||||||
4. Earnings Per Share and Dividends | ||||||||
Earnings Per Share | ||||||||
Basic earnings per share (“EPS”) measures the performance of an entity over the reporting period. Diluted EPS measures the performance of an entity over the reporting period while giving effect to all potentially dilutive common shares that were outstanding during the period. The treasury stock method is used to determine the dilutive potential of stock options and restricted stock units. | ||||||||
The following is a reconciliation of the numerator and denominator used in the basic and diluted EPS calculations (in thousands, except shares and per share information): | ||||||||
Three months ended | Nine months ended | |||||||
September 30, 2014 | September 30, 2014 | |||||||
Numerator | ||||||||
Net income attributable to RE/MAX Holdings, Inc. | $ | 4,275 | $ | 11,063 | ||||
Denominator for basic net income per share of Class A | ||||||||
common stock | ||||||||
Weighted average shares of Class A common stock | 11,579,669 | 11,593,738 | ||||||
outstanding | ||||||||
Denominator for diluted net income per share of Class A | ||||||||
common stock | ||||||||
Weighted average shares of Class A common stock | 11,579,669 | 11,593,738 | ||||||
outstanding | ||||||||
Add dilutive effect of the following: | ||||||||
Stock options | 590,285 | 590,736 | ||||||
Restricted stock units | 59,056 | 50,686 | ||||||
Weighted average shares of Class A common stock | 12,229,010 | 12,235,160 | ||||||
outstanding, diluted | ||||||||
Earnings per share of Class A common stock | ||||||||
Net income attributable to RE/MAX Holdings, Inc. | $ | 0.37 | $ | 0.95 | ||||
per share of Class A common stock, basic | ||||||||
Net income attributable to RE/MAX Holdings, Inc. | $ | 0.35 | $ | 0.9 | ||||
per share of Class A common stock, diluted | ||||||||
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. | ||||||||
Dividends | ||||||||
During the nine months ended September 30, 2014, the Company’s Board of Directors declared quarterly dividends of $0.0625 per share on all outstanding shares of Class A common stock in the first, second and third quarters of 2014, representing $2,173,000 in total dividends. Of this amount, $725,000 was paid on April 18, 2014 and $724,000 was paid on each of June 5, 2014 and September 3, 2014. No dividends were declared or paid during the nine months ended September 30, 2013. On November 6, 2014, the Company’s Board of Directors declared a quarterly dividend of $0.0625 per share on all outstanding shares of Class A common stock, which is payable on December 4, 2014 to shareholders of record at the close of business on November 20, 2014. |
Acquisitions
Acquisitions | 9 Months Ended | |||
Sep. 30, 2014 | ||||
Business Combinations [Abstract] | ' | |||
Acquisitions | ' | |||
5. 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. Prior to the acquisitions, 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 Company’s Real Estate Franchise Services reportable segment. | ||||
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. | ||||
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 and Tails had occurred on January 1, 2013. 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 additional amortization expense associated with the valuation of the acquired franchise agreements. This unaudited pro forma information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the acquisitions had actually occurred on that date, nor of the results that may be obtained in the future. | ||||
Nine months ended | ||||
30-Sep-13 | ||||
(unaudited) | ||||
(in thousands) | ||||
Total revenue | $ | 124,878 | ||
Net income | 26,038 | |||
Intangible_Assets_and_Goodwill
Intangible Assets and Goodwill | 9 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Intangible Assets and Goodwill | ' | |||||||||||||||||||||||||||
6. Intangible Assets and Goodwill | ||||||||||||||||||||||||||||
The following table provides the components of the Company’s intangible assets (in thousands): | ||||||||||||||||||||||||||||
Initial Weighted | 30-Sep-14 | 31-Dec-13 | ||||||||||||||||||||||||||
Average | ||||||||||||||||||||||||||||
Amortization | ||||||||||||||||||||||||||||
Period | Initial Cost | Accumulated Amortization | Net Balance | Initial Cost | Accumulated Amortization | Net Balance | ||||||||||||||||||||||
(in years) | ||||||||||||||||||||||||||||
Franchise agreements | 12 | $ | 162,835 | $ | (83,938 | ) | $ | 78,897 | $ | 162,835 | $ | (73,764 | ) | $ | 89,071 | |||||||||||||
Other intangible assets: | ||||||||||||||||||||||||||||
Software | 4.2 | $ | 7,500 | $ | (7,014 | ) | $ | 486 | $ | 7,463 | $ | (6,633 | ) | $ | 830 | |||||||||||||
Trademarks | 14.8 | 2,870 | (1,380 | ) | 1,490 | 2,935 | (1,279 | ) | 1,656 | |||||||||||||||||||
Total other intangible assets | 7.1 | $ | 10,370 | $ | (8,394 | ) | $ | 1,976 | $ | 10,398 | $ | (7,912 | ) | $ | 2,486 | |||||||||||||
Amortization expense for the three months ended September 30, 2014 and 2013 was $3,518,000 and $3,141,000, respectively. Amortization expense for the nine months ended September 30, 2014 and 2013 was $10,656,000 and $9,431,000, respectively. | ||||||||||||||||||||||||||||
The estimated future amortization of intangible assets, other than goodwill, is as follows (in thousands): | ||||||||||||||||||||||||||||
Year ending December 31: | ||||||||||||||||||||||||||||
Remainder of 2014 | $ | 3,548 | ||||||||||||||||||||||||||
2015 | 14,034 | |||||||||||||||||||||||||||
2016 | 13,794 | |||||||||||||||||||||||||||
2017 | 9,879 | |||||||||||||||||||||||||||
2018 | 6,264 | |||||||||||||||||||||||||||
Thereafter | 33,354 | |||||||||||||||||||||||||||
$ | 80,873 | |||||||||||||||||||||||||||
The Company performs its annual impairment analysis of goodwill as of August 31 each year or more often if there are indicators of impairment present. The Company tests each reporting unit for goodwill impairment. Reporting units are driven by the level at which management reviews operating results and are one level below the operating segment. The Company’s impairment assessment begins with a qualitative assessment to determine if it is more likely than not that a reporting unit’s fair value is less than the carrying amount. The initial qualitative assessment includes comparing the overall financial performance of the reporting units against the planned results as well as other factors which might indicate that the reporting unit’s value has declined since the last assessment date. If it is determined in the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the standard two-step quantitative impairment test is performed. The first step of the quantitative impairment test consists of comparing the estimated fair value of each reporting unit with its carrying amount, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying value, then it is not considered impaired and no further analysis is required. If the first step of the quantitative impairment test indicates that the estimated fair value of a reporting unit is less than its carrying value, then impairment potentially exists and the second step of the quantitative impairment test is performed to measure the amount of goodwill impairment. Goodwill impairment exists when the estimated implied fair value of a reporting unit’s goodwill is less than its carrying value. | ||||||||||||||||||||||||||||
The Company performed the qualitative impairment assessment for all of its reporting units by evaluating, among other things, market and general economic conditions, entity-specific events, events affecting a reporting unit and the Company’s results of operations and key performance measures. The results of the qualitative assessment determined it is not more likely than not that the carrying values of any of the Company’s reporting units exceed their respective fair values. As the fair values of the Company’s reporting units significantly exceed their respective carrying values, the Company did not perform the quantitative test, and no indicators of impairment existed. | ||||||||||||||||||||||||||||
Amounts recorded as goodwill in the accompanying Condensed Consolidated Balance Sheets are attributable to the Company’s Real Estate Franchise Services reportable segment. The following table presents changes to goodwill for the nine months ended September 30, 2014 (in thousands): | ||||||||||||||||||||||||||||
Balance, January 1, 2014 | $ | 72,781 | ||||||||||||||||||||||||||
Effect of changes in foreign currency exchange rates | (165 | ) | ||||||||||||||||||||||||||
Balance, September 30, 2014 | $ | 72,616 | ||||||||||||||||||||||||||
Accrued_Liabilities
Accrued Liabilities | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Accrued Liabilities Current [Abstract] | ' | |||||||
Accrued Liabilities | ' | |||||||
7. Accrued Liabilities | ||||||||
Accrued liabilities consist of the following (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Accrued payroll and related employee costs | $ | 4,050 | $ | 4,746 | ||||
Accrued property taxes | 1,294 | 1,159 | ||||||
Accrued professional fees | 313 | 573 | ||||||
Lease-related accruals | 775 | 853 | ||||||
Other | 1,499 | 2,013 | ||||||
$ | 7,931 | $ | 9,344 | |||||
Debt
Debt | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt | ' | |||||||
8. Debt | ||||||||
Debt consists of the following (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
2013 Senior Secured Credit Facility, principal of $538 | $ | 212,197 | $ | 228,404 | ||||
payable quarterly, matures in July 2020, net of | ||||||||
unamortized discount of $375 and $446 as of | ||||||||
September 30, 2014 and December 31, 2013, | ||||||||
respectively | ||||||||
Less current portion | (8,568 | ) | (17,300 | ) | ||||
$ | 203,629 | $ | 211,104 | |||||
Maturities of debt are as follows (in thousands): | ||||||||
As of September 30: | ||||||||
Remainder of 2014 | $ | 538 | ||||||
2015 | 2,152 | |||||||
2016 | 2,152 | |||||||
2017 | 2,152 | |||||||
2018 | 2,152 | |||||||
Thereafter | 203,426 | |||||||
$ | 212,572 | |||||||
On July 31, 2013, the Company entered into a new credit agreement with several lenders and administered by a bank, referred to herein as the “2013 Senior Secured Credit Facility.” In connection therewith, proceeds received were used to re-pay existing indebtedness pursuant to the Company’s previous 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 facility 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 loan facility and revolving loan facility are based, at the Company’s option, on (a) adjusted London Interbank Offered Rate (“LIBOR”), provided that LIBOR shall be no less than 1% plus a maximum applicable margin of 3% or (b) Alternate Base Rate (“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) calculated Eurodollar Rate plus 1%, plus a maximum applicable margin of 2%. The applicable margin is subject to quarterly adjustments 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 2013 Senior Secured Credit Facility is structured as a loan syndication, whereby several lenders individually loaned specific amounts to the Company and the Company is obligated to repay each individual lender. Therefore, the Company evaluated if the terms of amounts owed to each lender under the previous 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 than the 2013 Senior Secured Credit Facility 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 related to unamortized debt discount and issuance costs during the three and nine months ended September 30, 2013. 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 $3,219,000, of which $1,301,000 was recorded in “Debt issuance costs, net” in the accompanying Condensed Consolidated Balance Sheets and are being amortized to interest expense over the remaining term of the 2013 Senior Secured Credit Facility and the remaining $1,918,000 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. The Company made an excess cash flow payment of $14,627,000 on April 9, 2014. As of September 30, 2014, the Company expects to make an estimated mandatory principal excess cash flow prepayment of $6,416,000 pursuant to the terms of the 2013 Senior Secured Credit Facility within the next twelve month period. Mandatory principal payments of $538,000 are due quarterly until the facility matures on July 31, 2020 and will be reduced pro rata by the amount of any excess cash flow principal payments made. During the nine months ended September 30, 2013, the Company made a mandatory principal excess cash flow prepayment of $8,000,000 in accordance with the terms of the Company’s previous senior secured credit facility. The Company accounted for the mandatory principal excess cash flow prepayments as early extinguishments of debt and recorded a loss during the nine months ended September 30, 2014 and 2013 of $178,000 and $134,000, respectively, related to unamortized debt discount and issuance costs. The Company may make optional prepayments on the term loan facility at any time; however, no such optional prepayments were made during the nine months ended September 30, 2014 or 2013. | ||||||||
The estimated fair value of the Company’s debt as of September 30, 2014 and December 31, 2013 represents the amount that would be paid to transfer or redeem the debt in an orderly transaction between market participants at those dates 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 2013 Senior Secured Credit Facility are included in the accompanying Condensed Consolidated Balance Sheets in “Current portion of debt” and “Debt, net of current portion.” The carrying value of the 2013 Senior Secured Credit Facility was $212,197,000 and $228,404,000 as of September 30, 2014 and December 31, 2013, respectively. The fair value of the 2013 Senior Secured Credit Facility was $211,243,000 and $229,422,000 as of September 30, 2014 and December 31, 2013, respectively. | ||||||||
The Company had no borrowings drawn on the revolving loan facility during the nine months ended September 30, 2014 or 2013 and had $10,000,000 available under the revolving loan facility as of September 30, 2014. The Company must pay a quarterly commitment fee equal to 0.5% on the average daily amount of the unused portion of the revolving loan facility. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
9. Income Taxes | |
RE/MAX Holdings is subject to U.S. federal and state income taxation on its allocable portion of the income of RMCO. The “Provision for income taxes” in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2014 is based on an estimate of the Company’s annualized effective income tax rate. 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. The “Provision for income taxes” is comprised of a provision for income taxes attributable to RE/MAX Holdings and to entities other than RE/MAX Holdings. The provision for income taxes attributable to RE/MAX Holdings includes all U.S. federal and state income taxes and RE/MAX Holdings’ approximate 40% share of taxes imposed directly on RE/MAX, LLC related to tax liabilities in certain foreign jurisdictions. The provision for income taxes attributable to entities other than RE/MAX Holdings represents taxes imposed directly on RE/MAX, LLC that are allocated to the non-controlling interest. 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. The provision for income taxes for the three and nine months ended September 30, 2013 represents foreign income taxes of certain foreign corporate subsidiaries. | |
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. As of September 30, 2014, the Company does not believe it has any significant uncertain tax positions. |
EquityBased_Compensation
Equity-Based Compensation | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | |||||||
Equity-Based Compensation | ' | |||||||
10. 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”) that provides for the grant of incentive stock options to the Company’s employees, and for the grant of shares of 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. | ||||||||
On October 7, 2013, the Company granted 107,971 restricted stock units to certain employees in connection with the IPO that vested upon grant. The underlying shares were issued on May 20, 2014, of which 30,519 shares were withheld and cancelled to cover the Company’s tax withholding obligation associated with the employees’ statutory income tax requirements. The estimated value of the withheld shares was $818,000. Concurrently, 30,519 common units in RMCO owned by RE/MAX Holdings were cancelled. The related corporate income tax benefit realized upon the issuance of the underlying shares was approximately $125,000 and was recorded in “Additional paid-in capital” in the accompanying Condensed Consolidated Balance Sheets and Condensed Consolidated Statement of Stockholders’ Equity. | ||||||||
For the three and nine months ended September 30, 2014, the Company recognized equity-based compensation expense of $200,000 and $532,000, respectively, in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income resulting from restricted stock units that were granted on October 7, 2013. For the nine months ended September 30, 2013, the Company recognized equity-based compensation expense of $701,000 related to 31,500 RMCO Class B common unit options that were granted to certain employees on November 15, 2012. In connection with the IPO, the RMCO 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 following table summarizes equity-based compensation activity for the nine months ended September 30, 2014: | ||||||||
Restricted Stock Units | Options | |||||||
Balance as of January 1, 2014 | 241,854 | 787,500 | ||||||
Granted | - | - | ||||||
Exercised (a) | - | (15,000 | ) | |||||
Forfeited | (9,550 | ) | - | |||||
Delivered and exchanged for shares of Class A common stock | (77,452 | ) | - | |||||
Cancelled | (30,519 | ) | - | |||||
Balance as of September 30, 2014 | 124,333 | 772,500 | ||||||
Vested | - | 772,500 | ||||||
Unvested | 124,333 | - | ||||||
(a) | Cash received from stock option exercises for the three and nine months ended September 30, 2014 was $54,000. The Company recorded a corporate income tax benefit relating to the options exercised during the three and nine months ended September 30, 2014 of $54,000 in “Additional paid-in capital” in the accompanying Condensed Consolidated Balance Sheets and Condensed Consolidated Statement of Stockholders’ Equity. | |||||||
At September 30, 2014, there were 1,679,167 additional shares available for the Company to grant under the 2013 Incentive Plan. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2014 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
11. Commitments and Contingencies | |
Commitments | |
The Company leases offices and equipment under noncancelable operating leases, subject to certain provisions for renewal options and escalation clauses. | |
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. | |
In connection with the Company’s acquisition of the net assets of HBN on October 7, 2013 (as described in Note 5, Acquisitions), several shareholders of HBN dissented from the transaction alleging the Company purchased the net assets of HBN below fair value and demanded payment for their shares in excess of consideration paid. Pursuant to the dissenters’ rights statute in the State of Colorado, on February 11, 2014, HBN petitioned the District Court of Denver County, Colorado to determine the fair value of HBN. Discovery is ongoing and a trial date is currently scheduled for April 2015. Based on both the plaintiff’s and the defendants’ expert valuation reports produced to date, the Company believes that the potential impact to its financial position and results of operations could range from a de minimis amount to approximately $2,656,000. The Company has determined that no amount within this range is a better estimate than any other amount. Accordingly, the Company currently has not recorded an accrual in the accompanying Condensed Consolidated Balance Sheets. HBN intends to vigorously defend its position that the consideration paid for the net assets of HBN was the fair value. | |
Except for the ongoing litigation concerning the acquisition of the net assets of HBN, management of the Company believes other such litigation matters involving a reasonably possible chance of loss will not, individually or in the aggregate, result in a material adverse effect on the Company's financial condition, results of operations and cash flows. |
Guarantees
Guarantees | 9 Months Ended |
Sep. 30, 2014 | |
Guarantees [Abstract] | ' |
Guarantees | ' |
12. Guarantees | |
In May 2014, 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, a residential mortgage operation 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 $15,000,000. The line of credit bears interest at 0.5% over the financial institution’s base rate with a floor of 3.75%. The Company had entered into a similar guarantee during May 2013, which expired as of May 2014. The outstanding balance on the line of credit was approximately $5,479,000 and $4,256,000 as of September 30, 2014 and December 31, 2013, respectively. The Company did not incur any payments under this guarantee during the nine months ended September 30, 2014, or in any prior periods, and does not anticipate that it will incur any payments through the duration of the guarantee. |
RelatedParty_Transactions
Related-Party Transactions | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Related Party Transactions [Abstract] | ' | |||||||
Related-Party Transactions | ' | |||||||
13. 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 corporations owned by a majority stockholder of RIHI as trustee for RE/MAX agents. This stockholder does not receive any compensation from these corporations, as all funds received by the corporations are required to be spent on advertising for the respective regions and on national advertising in the U.S. During the three months ended September 30, 2014 and 2013, the Company’s real estate brokerage operations paid $291,000 and $286,000, respectively, to these advertising funds. During the nine months ended September 30, 2014 and 2013, the Company’s real estate brokerage operations paid $862,000 and $859,000, respectively, to these advertising funds. These payments are included in “Selling, operating and administrative expenses” in the accompanying Condensed 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, a portion of the proceeds raised during the IPO was used to purchase certain assets of Tails. For the three and nine months ended September 30, 2013, the real estate brokerage operations expensed $97,000 and $244,000, respectively, in fees to Tails. These payments are included in “Selling, operating and administrative expenses” in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income. In addition, the Company’s owned real estate brokerage operations in the Washington, DC area recorded a payable to Tails’ affiliated regional advertising fund. As of September 30, 2014 and December 31, 2013, the amount of the payable was $988,000 and $945,000, respectively, and is included in “Accounts payable to affiliates” in the accompanying Condensed Consolidated Balance Sheets. | ||||||||
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. During the three and nine months ended September 30, 2013, the Company received $912,000 and $2,648,000, respectively, in total revenue from these entities. These amounts are included in continuing franchise fees, broker fees and franchise sales and other franchise revenue in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income. | ||||||||
The Company’s majority stockholders have made and continue to make a golf course they own available to the Company for business purposes. During the nine months ended September 30, 2014 and 2013, the Company used the golf course for business purposes at no charge. | ||||||||
The Company also provides services to certain affiliated entities such as accounting, legal, marketing, technology, human resources and public relations services as it allows these companies to share its leased office space. During the three months ended September 30, 2014 and 2013, the total amounts allocated for services rendered and rent for office space provided on behalf of affiliated entities were $549,000 and $838,000, respectively. During the nine months ended September 30, 2014 and 2013, the total amounts allocated for services rendered and rent for office space provided on behalf of affiliated entities were $1,661,000 and $2,459,000, 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 September 30, 2014 or December 31, 2013. | ||||||||
The activity in the Company’s “Accounts receivable from affiliates” and “Accounts payable to affiliates” in the accompanying Condensed Consolidated Balance Sheets consists of the following (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Accounts receivable from affiliates: | ||||||||
RE/MAX of Texas Advertising Fund | $ | - | $ | (6 | ) | |||
International Advertising Fund | - | (10 | ) | |||||
Other | - | 21 | ||||||
Total accounts receivable from affiliates | - | 5 | ||||||
Accounts payable to affiliates: | ||||||||
RE/MAX Central Atlantic Region Advertising Fund | $ | (988 | ) | $ | (945 | ) | ||
Other | (101 | ) | (72 | ) | ||||
Total accounts payable to affiliates | (1,089 | ) | (1,017 | ) | ||||
Net accounts payable to affiliates | $ | (1,089 | ) | $ | (1,012 | ) | ||
In February 2013, the Company engaged Perella Weinberg Partners L.P. (“Perella Weinberg”), a Financial Industry Regulatory Authority member, to serve as its financial advisor in connection with the IPO. Two members of the Company’s Board of Directors are partners at an affiliate of Perella Weinberg. The engagement of Perella Weinberg as a financial advisor was approved by the independent members of RMCO’s Board of Managers prior to the IPO. For the services rendered during the three and nine months ended September 30, 2013, the Company paid Perella Weinberg $76,000 and $216,000, respectively. In addition, on October 7, 2013, the Company paid Perella Weinberg a completion fee of $632,500 when the IPO closed. No amounts were paid to Perella Weinberg during the nine months ended September 30, 2014. |
Segment_Information
Segment Information | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Information | ' | |||||||||||||||
RE/MAX HOLDINGS, INC. | ||||||||||||||||
Notes to Condensed Consolidated Financial Statements | ||||||||||||||||
(Unaudited) | ||||||||||||||||
14. Segment Information | ||||||||||||||||
The Company has two reportable segments: Real Estate Franchise Services and Brokerages. Management evaluates the operating results of its reportable segments based upon revenue and adjusted earnings before interest, the provision for income taxes, depreciation and amortization and other non-cash and non-recurring cash charges or other items (“Adjusted EBITDA”). The Company’s presentation of Adjusted EBITDA may not be comparable to similar measures used by other companies. The accounting policies of the reportable segments are the same as those described in Note 2, Summary of Significant Accounting Policies. | ||||||||||||||||
As a result of changes in management’s process to assess performance and allocate resources, the Company implemented a new segment structure beginning in the second quarter of 2014. The changes in the Company’s segment structure relate to certain corporate-wide professional services expenses, which were previously reflected in the Brokerage and Other reportable segment and, beginning in the second quarter of 2014, are being reflected in the Real Estate Franchise Services reportable segment. All prior segment information has been reclassified to reflect the Company’s new segment structure and current presentation. | ||||||||||||||||
Adjusted EBITDA for the reportable segments excludes depreciation, amortization, interest expense, net and the provision for income taxes and is then adjusted for other non-cash and non-recurring cash charges or other items. 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 (gains) on the sale or disposition of assets and sublease activity, losses on the early extinguishment of debt, non-recurring 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 integration costs. 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 and the Company’s corporate-wide professional services expenses. All of the Company’s brokerage offices in its Real Estate Franchise Services reportable segment are franchised. The Company’s Brokerages reportable segment includes the Company’s brokerage services business and reflects the elimination of intersegment revenue and other consolidation entries. | ||||||||||||||||
The following tables present the results of the Company’s reportable segments for the three and nine months ended September 30, 2014 and 2013, respectively: | ||||||||||||||||
Revenue (a) | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||||
Real Estate Franchise Services | $ | 40,456 | $ | 36,211 | $ | 118,254 | $ | 106,746 | ||||||||
Brokerages | 3,784 | 4,101 | 10,165 | 11,882 | ||||||||||||
Consolidated revenue | $ | 44,240 | $ | 40,312 | $ | 128,419 | $ | 118,628 | ||||||||
(a) | Transactions between the Real Estate Franchise Services and the Brokerages reportable segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services reportable segment include intercompany amounts paid from the Company’s brokerage services business of $485,000 and $383,000 for the three months ended September 30, 2014 and 2013, respectively, and $1,369,000 and $1,130,000 for the nine months ended September 30, 2014 and 2013, respectively. Such amounts are eliminated in the Brokerages reportable segment. | |||||||||||||||
Adjusted EBITDA | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||||
Real Estate Franchise Services: | ||||||||||||||||
Net income | $ | 13,459 | $ | 6,754 | $ | 36,017 | $ | 20,968 | ||||||||
Depreciation and amortization | 3,695 | 3,571 | 11,305 | 10,792 | ||||||||||||
Interest expense | 2,252 | 5,128 | 6,997 | 12,050 | ||||||||||||
Interest income | (58 | ) | (82 | ) | (205 | ) | (224 | ) | ||||||||
Provision for income taxes | 3,014 | 702 | 8,070 | 1,733 | ||||||||||||
EBITDA | 22,362 | 16,073 | 62,184 | 45,319 | ||||||||||||
Gain on sale or disposition of assets and sublease | (87 | ) | (94 | ) | (369 | ) | (266 | ) | ||||||||
Loss on early extinguishment of debt | - | 1,664 | 178 | 1,798 | ||||||||||||
Non-recurring equity-based compensation | - | - | - | 701 | ||||||||||||
Non-cash straight-line rent expense | 271 | 321 | 773 | 1,031 | ||||||||||||
Chairman executive compensation | - | 750 | - | 2,250 | ||||||||||||
Acquisition integration costs | 87 | 27 | 150 | 249 | ||||||||||||
Public offering related expenses | - | 2,436 | - | 5,916 | ||||||||||||
Adjusted EBITDA | $ | 22,633 | $ | 21,177 | $ | 62,916 | $ | 56,998 | ||||||||
Brokerages: | ||||||||||||||||
Net income | $ | 596 | $ | 943 | $ | 345 | $ | 1,684 | ||||||||
Depreciation and amortization | 72 | 85 | 212 | 296 | ||||||||||||
Interest expense | 3 | - | 10 | 3 | ||||||||||||
Interest income | - | - | - | - | ||||||||||||
Provision for income taxes | 102 | - | 60 | - | ||||||||||||
EBITDA | 773 | 1,028 | 627 | 1,983 | ||||||||||||
Loss (gain) on sale or disposition of assets and sublease | 35 | (70 | ) | 92 | (145 | ) | ||||||||||
Non-cash straight-line rent expense | (74 | ) | (60 | ) | (159 | ) | (61 | ) | ||||||||
Adjusted EBITDA | $ | 734 | $ | 898 | $ | 560 | $ | 1,777 | ||||||||
Consolidated: | ||||||||||||||||
Net income | $ | 14,055 | $ | 7,697 | $ | 36,362 | $ | 22,652 | ||||||||
Depreciation and amortization | 3,767 | 3,656 | 11,517 | 11,088 | ||||||||||||
Interest expense | 2,255 | 5,128 | 7,007 | 12,053 | ||||||||||||
Interest income | (58 | ) | (82 | ) | (205 | ) | (224 | ) | ||||||||
Provision for income taxes | 3,116 | 702 | 8,130 | 1,733 | ||||||||||||
EBITDA | 23,135 | 17,101 | 62,811 | 47,302 | ||||||||||||
Gain on sale or disposition of assets and sublease | (52 | ) | (164 | ) | (277 | ) | (411 | ) | ||||||||
Loss on early extinguishment of debt | - | 1,664 | 178 | 1,798 | ||||||||||||
Non-recurring equity-based compensation | - | - | - | 701 | ||||||||||||
Non-cash straight-line rent expense | 197 | 261 | 614 | 970 | ||||||||||||
Chairman executive compensation | - | 750 | - | 2,250 | ||||||||||||
Acquisition integration costs | 87 | 27 | 150 | 249 | ||||||||||||
Public offering related expenses | - | 2,436 | - | 5,916 | ||||||||||||
Adjusted EBITDA | $ | 23,367 | $ | 22,075 | $ | 63,476 | $ | 58,775 | ||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying condensed consolidated financial statements are unaudited and comprise the condensed consolidated financial statements of the Company and have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and with Article 10 of Regulation S-X. In compliance with those instructions, certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying condensed consolidated financial statements are presented on a consolidated basis and include the accounts of RE/MAX Holdings and its majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal and recurring adjustments necessary to present fairly the Company’s financial position as of September 30, 2014 and December 31, 2013, the results of its operations for the three and nine months ended September 30, 2014 and 2013, changes in its stockholders’ equity for the nine months ended September 30, 2014 and results of its cash flows for the nine months ended September 30, 2014 and 2013. Interim results may not be indicative of full year performance. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed 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 accounts and notes receivable, the determination of the estimated lives of intangible assets, 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 payable pursuant to the terms of the Tax Receivable Agreements (“TRAs”) discussed in more detail in Note 3, Non-controlling Interest. Actual results could differ from those estimates. | |
Principles of Consolidation | ' |
RE/MAX Holdings holds an approximate 40% economic interest in RMCO, but as its managing member, RE/MAX Holdings controls RMCO’s operations, management and activities. As a result, RE/MAX Holdings consolidates RMCO and records a non-controlling interest in the accompanying Condensed Consolidated Balance Sheets and records net income attributable to the non-controlling interest in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
Under the Jumpstart Our Business Startups Act (“JOBS Act”), the Company 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. | |
On May 28, 2014, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company has not yet selected a transition method nor has it determined the effect of the standard on its consolidated financial statements and related disclosures. | |
Critical Accounting Judgments and Estimates | ' |
Critical Accounting Judgments and Estimates | |
There have been no changes in the Company’s critical accounting judgments and estimates from those that were disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The Company believes that the disclosures herein are adequate so that the information presented is not misleading; however, it is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. |
Noncontrolling_Interest_Tables
Non-controlling Interest (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Noncontrolling Interest [Abstract] | ' | |||||||||||||||
Summary of Ownership of the Common Units | ' | |||||||||||||||
The ownership of the common units in RMCO is summarized as follows: | ||||||||||||||||
30-Sep-14 | 31-Dec-13 | |||||||||||||||
Shares | Ownership % | Shares | Ownership % | |||||||||||||
Non-controlling unitholders ownership of common units in RMCO | 17,734,600 | 60.47 | % | 17,734,600 | 60.44 | % | ||||||||||
RE/MAX Holdings, Inc. outstanding Class A common stock (equal to RE/MAX Holdings, Inc. common units in RMCO) | 11,592,452 | 39.53 | % | 11,607,971 | 39.56 | % | ||||||||||
29,327,052 | 100 | % | 29,342,571 | 100 | % | |||||||||||
Summary of Reconciliation from Income Before Provision for Income Taxes to Net Income | ' | |||||||||||||||
The aforementioned ownership percentages are used to calculate the net income attributable to RE/MAX Holdings. A reconciliation from “Income before provision for income taxes” to “Net income attributable to RE/MAX Holdings, Inc.” for the three and nine months ended September 30, 2014 is detailed as follows (in thousands, except percentages): | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
September 30, 2014 | September 30, 2014 | |||||||||||||||
Income before provision for income taxes | $ | 17,171 | $ | 44,492 | ||||||||||||
Weighted average ownership percentage of controlling interest | 39.5 | % | 39.53 | % | ||||||||||||
Income before provision for income taxes attributable to RE/MAX Holdings, Inc. | 6,783 | 17,588 | ||||||||||||||
Provision for income taxes attributable to RE/MAX Holdings, Inc. | (2,508 | ) | (6,525 | ) | ||||||||||||
Net income attributable to RE/MAX Holdings, Inc. | $ | 4,275 | $ | 11,063 | ||||||||||||
Summary of Reconciliation of Provision for Income Taxes | ' | |||||||||||||||
A reconciliation of the “Provision for income taxes” for the three and nine months ended September 30, 2014 is detailed as follows (in thousands): | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
September 30, 2014 | September 30, 2014 | |||||||||||||||
Provision for income taxes attributable to RE/MAX Holdings, Inc. (a) | $ | (2,508 | ) | $ | (6,525 | ) | ||||||||||
Provision for income taxes attributable to entities other than RE/MAX Holdings, Inc. (b) | (608 | ) | (1,605 | ) | ||||||||||||
Provision for income taxes | $ | (3,116 | ) | $ | (8,130 | ) | ||||||||||
(a) | The provision for income taxes attributable to RE/MAX Holdings includes all U.S. federal and state income taxes as well as RE/MAX Holdings’ approximate 40% share of the taxes imposed directly on RE/MAX, LLC, a wholly-owned subsidiary of RMCO, related to tax liabilities in certain foreign jurisdictions of approximately $395,000 and $1,049,000 for the three and nine months ended September 30, 2014, respectively. | |||||||||||||||
(b) | The provision for income taxes attributable to entities other than RE/MAX Holdings represents taxes imposed directly on RE/MAX, LLC related to tax liabilities in certain foreign jurisdictions that are allocated to the non-controlling interest. |
Earnings_Per_Share_and_Dividen1
Earnings Per Share and Dividends (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
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): | ||||||||
Three months ended | Nine months ended | |||||||
September 30, 2014 | September 30, 2014 | |||||||
Numerator | ||||||||
Net income attributable to RE/MAX Holdings, Inc. | $ | 4,275 | $ | 11,063 | ||||
Denominator for basic net income per share of Class A | ||||||||
common stock | ||||||||
Weighted average shares of Class A common stock | 11,579,669 | 11,593,738 | ||||||
outstanding | ||||||||
Denominator for diluted net income per share of Class A | ||||||||
common stock | ||||||||
Weighted average shares of Class A common stock | 11,579,669 | 11,593,738 | ||||||
outstanding | ||||||||
Add dilutive effect of the following: | ||||||||
Stock options | 590,285 | 590,736 | ||||||
Restricted stock units | 59,056 | 50,686 | ||||||
Weighted average shares of Class A common stock | 12,229,010 | 12,235,160 | ||||||
outstanding, diluted | ||||||||
Earnings per share of Class A common stock | ||||||||
Net income attributable to RE/MAX Holdings, Inc. | $ | 0.37 | $ | 0.95 | ||||
per share of Class A common stock, basic | ||||||||
Net income attributable to RE/MAX Holdings, Inc. | $ | 0.35 | $ | 0.9 | ||||
per share of Class A common stock, diluted | ||||||||
Acquisitions_Tables
Acquisitions (Tables) (HBN and Tails Inc) | 9 Months Ended | |||
Sep. 30, 2014 | ||||
HBN and Tails Inc | ' | |||
Business Acquisition Pro Forma Information [Line Items] | ' | |||
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 and Tails had occurred on January 1, 2013. 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 additional amortization expense associated with the valuation of the acquired franchise agreements. This unaudited pro forma information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the acquisitions had actually occurred on that date, nor of the results that may be obtained in the future. | ||||
Nine months ended | ||||
30-Sep-13 | ||||
(unaudited) | ||||
(in thousands) | ||||
Total revenue | $ | 124,878 | ||
Net income | 26,038 | |||
Intangible_Assets_and_Goodwill1
Intangible Assets and Goodwill (Tables) | 9 Months Ended | |||||||||||||||||||||||||||
Sep. 30, 2014 | ||||||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||||
Components of Company's Intangible Assets | ' | |||||||||||||||||||||||||||
The following table provides the components of the Company’s intangible assets (in thousands): | ||||||||||||||||||||||||||||
Initial Weighted | 30-Sep-14 | 31-Dec-13 | ||||||||||||||||||||||||||
Average | ||||||||||||||||||||||||||||
Amortization | ||||||||||||||||||||||||||||
Period | Initial Cost | Accumulated Amortization | Net Balance | Initial Cost | Accumulated Amortization | Net Balance | ||||||||||||||||||||||
(in years) | ||||||||||||||||||||||||||||
Franchise agreements | 12 | $ | 162,835 | $ | (83,938 | ) | $ | 78,897 | $ | 162,835 | $ | (73,764 | ) | $ | 89,071 | |||||||||||||
Other intangible assets: | ||||||||||||||||||||||||||||
Software | 4.2 | $ | 7,500 | $ | (7,014 | ) | $ | 486 | $ | 7,463 | $ | (6,633 | ) | $ | 830 | |||||||||||||
Trademarks | 14.8 | 2,870 | (1,380 | ) | 1,490 | 2,935 | (1,279 | ) | 1,656 | |||||||||||||||||||
Total other intangible assets | 7.1 | $ | 10,370 | $ | (8,394 | ) | $ | 1,976 | $ | 10,398 | $ | (7,912 | ) | $ | 2,486 | |||||||||||||
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: | ||||||||||||||||||||||||||||
Remainder of 2014 | $ | 3,548 | ||||||||||||||||||||||||||
2015 | 14,034 | |||||||||||||||||||||||||||
2016 | 13,794 | |||||||||||||||||||||||||||
2017 | 9,879 | |||||||||||||||||||||||||||
2018 | 6,264 | |||||||||||||||||||||||||||
Thereafter | 33,354 | |||||||||||||||||||||||||||
$ | 80,873 | |||||||||||||||||||||||||||
Schedule of Changes in Goodwill | ' | |||||||||||||||||||||||||||
Amounts recorded as goodwill in the accompanying Condensed Consolidated Balance Sheets are attributable to the Company’s Real Estate Franchise Services reportable segment. The following table presents changes to goodwill for the nine months ended September 30, 2014 (in thousands): | ||||||||||||||||||||||||||||
Balance, January 1, 2014 | $ | 72,781 | ||||||||||||||||||||||||||
Effect of changes in foreign currency exchange rates | (165 | ) | ||||||||||||||||||||||||||
Balance, September 30, 2014 | $ | 72,616 | ||||||||||||||||||||||||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Accrued Liabilities Current [Abstract] | ' | |||||||
Schedule of Accrued Liabilities | ' | |||||||
Accrued liabilities consist of the following (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Accrued payroll and related employee costs | $ | 4,050 | $ | 4,746 | ||||
Accrued property taxes | 1,294 | 1,159 | ||||||
Accrued professional fees | 313 | 573 | ||||||
Lease-related accruals | 775 | 853 | ||||||
Other | 1,499 | 2,013 | ||||||
$ | 7,931 | $ | 9,344 | |||||
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Debt | ' | |||||||
Debt consists of the following (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
2013 Senior Secured Credit Facility, principal of $538 | $ | 212,197 | $ | 228,404 | ||||
payable quarterly, matures in July 2020, net of | ||||||||
unamortized discount of $375 and $446 as of | ||||||||
September 30, 2014 and December 31, 2013, | ||||||||
respectively | ||||||||
Less current portion | (8,568 | ) | (17,300 | ) | ||||
$ | 203,629 | $ | 211,104 | |||||
Schedule of Maturities of Debt | ' | |||||||
Maturities of debt are as follows (in thousands): | ||||||||
As of September 30: | ||||||||
Remainder of 2014 | $ | 538 | ||||||
2015 | 2,152 | |||||||
2016 | 2,152 | |||||||
2017 | 2,152 | |||||||
2018 | 2,152 | |||||||
Thereafter | 203,426 | |||||||
$ | 212,572 | |||||||
EquityBased_Compensation_Table
Equity-Based Compensation (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | |||||||
Summary of Equity-Based Compensation Activity | ' | |||||||
The following table summarizes equity-based compensation activity for the nine months ended September 30, 2014: | ||||||||
Restricted Stock Units | Options | |||||||
Balance as of January 1, 2014 | 241,854 | 787,500 | ||||||
Granted | - | - | ||||||
Exercised (a) | - | (15,000 | ) | |||||
Forfeited | (9,550 | ) | - | |||||
Delivered and exchanged for shares of Class A common stock | (77,452 | ) | - | |||||
Cancelled | (30,519 | ) | - | |||||
Balance as of September 30, 2014 | 124,333 | 772,500 | ||||||
Vested | - | 772,500 | ||||||
Unvested | 124,333 | - | ||||||
(a) | Cash received from stock option exercises for the three and nine months ended September 30, 2014 was $54,000. The Company recorded a corporate income tax benefit relating to the options exercised during the three and nine months ended September 30, 2014 of $54,000 in “Additional paid-in capital” in the accompanying Condensed Consolidated Balance Sheets and Condensed Consolidated Statement of Stockholders’ Equity. | |||||||
RelatedParty_Transactions_Tabl
Related-Party Transactions (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Related Party Transactions [Abstract] | ' | |||||||
Schedule of Related Party Transactions | ' | |||||||
The activity in the Company’s “Accounts receivable from affiliates” and “Accounts payable to affiliates” in the accompanying Condensed Consolidated Balance Sheets consists of the following (in thousands): | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Accounts receivable from affiliates: | ||||||||
RE/MAX of Texas Advertising Fund | $ | - | $ | (6 | ) | |||
International Advertising Fund | - | (10 | ) | |||||
Other | - | 21 | ||||||
Total accounts receivable from affiliates | - | 5 | ||||||
Accounts payable to affiliates: | ||||||||
RE/MAX Central Atlantic Region Advertising Fund | $ | (988 | ) | $ | (945 | ) | ||
Other | (101 | ) | (72 | ) | ||||
Total accounts payable to affiliates | (1,089 | ) | (1,017 | ) | ||||
Net accounts payable to affiliates | $ | (1,089 | ) | $ | (1,012 | ) | ||
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Schedule of Company's Reportable Segments Revenue and Adjusted EBITDA | ' | |||||||||||||||
The following tables present the results of the Company’s reportable segments for the three and nine months ended September 30, 2014 and 2013, respectively: | ||||||||||||||||
Revenue (a) | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||||
Real Estate Franchise Services | $ | 40,456 | $ | 36,211 | $ | 118,254 | $ | 106,746 | ||||||||
Brokerages | 3,784 | 4,101 | 10,165 | 11,882 | ||||||||||||
Consolidated revenue | $ | 44,240 | $ | 40,312 | $ | 128,419 | $ | 118,628 | ||||||||
(a) | Transactions between the Real Estate Franchise Services and the Brokerages reportable segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services reportable segment include intercompany amounts paid from the Company’s brokerage services business of $485,000 and $383,000 for the three months ended September 30, 2014 and 2013, respectively, and $1,369,000 and $1,130,000 for the nine months ended September 30, 2014 and 2013, respectively. Such amounts are eliminated in the Brokerages reportable segment. | |||||||||||||||
Segment Adjusted EBITDA to Net Income | ' | |||||||||||||||
Adjusted EBITDA | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(in thousands) | ||||||||||||||||
Real Estate Franchise Services: | ||||||||||||||||
Net income | $ | 13,459 | $ | 6,754 | $ | 36,017 | $ | 20,968 | ||||||||
Depreciation and amortization | 3,695 | 3,571 | 11,305 | 10,792 | ||||||||||||
Interest expense | 2,252 | 5,128 | 6,997 | 12,050 | ||||||||||||
Interest income | (58 | ) | (82 | ) | (205 | ) | (224 | ) | ||||||||
Provision for income taxes | 3,014 | 702 | 8,070 | 1,733 | ||||||||||||
EBITDA | 22,362 | 16,073 | 62,184 | 45,319 | ||||||||||||
Gain on sale or disposition of assets and sublease | (87 | ) | (94 | ) | (369 | ) | (266 | ) | ||||||||
Loss on early extinguishment of debt | - | 1,664 | 178 | 1,798 | ||||||||||||
Non-recurring equity-based compensation | - | - | - | 701 | ||||||||||||
Non-cash straight-line rent expense | 271 | 321 | 773 | 1,031 | ||||||||||||
Chairman executive compensation | - | 750 | - | 2,250 | ||||||||||||
Acquisition integration costs | 87 | 27 | 150 | 249 | ||||||||||||
Public offering related expenses | - | 2,436 | - | 5,916 | ||||||||||||
Adjusted EBITDA | $ | 22,633 | $ | 21,177 | $ | 62,916 | $ | 56,998 | ||||||||
Brokerages: | ||||||||||||||||
Net income | $ | 596 | $ | 943 | $ | 345 | $ | 1,684 | ||||||||
Depreciation and amortization | 72 | 85 | 212 | 296 | ||||||||||||
Interest expense | 3 | - | 10 | 3 | ||||||||||||
Interest income | - | - | - | - | ||||||||||||
Provision for income taxes | 102 | - | 60 | - | ||||||||||||
EBITDA | 773 | 1,028 | 627 | 1,983 | ||||||||||||
Loss (gain) on sale or disposition of assets and sublease | 35 | (70 | ) | 92 | (145 | ) | ||||||||||
Non-cash straight-line rent expense | (74 | ) | (60 | ) | (159 | ) | (61 | ) | ||||||||
Adjusted EBITDA | $ | 734 | $ | 898 | $ | 560 | $ | 1,777 | ||||||||
Consolidated: | ||||||||||||||||
Net income | $ | 14,055 | $ | 7,697 | $ | 36,362 | $ | 22,652 | ||||||||
Depreciation and amortization | 3,767 | 3,656 | 11,517 | 11,088 | ||||||||||||
Interest expense | 2,255 | 5,128 | 7,007 | 12,053 | ||||||||||||
Interest income | (58 | ) | (82 | ) | (205 | ) | (224 | ) | ||||||||
Provision for income taxes | 3,116 | 702 | 8,130 | 1,733 | ||||||||||||
EBITDA | 23,135 | 17,101 | 62,811 | 47,302 | ||||||||||||
Gain on sale or disposition of assets and sublease | (52 | ) | (164 | ) | (277 | ) | (411 | ) | ||||||||
Loss on early extinguishment of debt | - | 1,664 | 178 | 1,798 | ||||||||||||
Non-recurring equity-based compensation | - | - | - | 701 | ||||||||||||
Non-cash straight-line rent expense | 197 | 261 | 614 | 970 | ||||||||||||
Chairman executive compensation | - | 750 | - | 2,250 | ||||||||||||
Acquisition integration costs | 87 | 27 | 150 | 249 | ||||||||||||
Public offering related expenses | - | 2,436 | - | 5,916 | ||||||||||||
Adjusted EBITDA | $ | 23,367 | $ | 22,075 | $ | 63,476 | $ | 58,775 | ||||||||
Business_and_Organization_Addi
Business and Organization - Additional Information (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Oct. 07, 2013 |
Minority Interest [Line Items] | ' | ' | ' |
Percentage of common membership units in subsidiaries | 39.53% | 39.56% | 39.56% |
Common Class A | ' | ' | ' |
Minority Interest [Line Items] | ' | ' | ' |
Common stock, shares issued | 11,592,452 | 11,607,971 | 11,500,000 |
Common stock at public offering price per share | ' | ' | 22 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Additional Information (Detail) | Sep. 30, 2014 | Dec. 31, 2013 | Oct. 07, 2013 |
Accounting Policies [Abstract] | ' | ' | ' |
Percentage of common membership units in subsidiaries | 39.53% | 39.56% | 39.56% |
Noncontrolling_Interest_Additi
Non-controlling Interest - Additional Information (Detail) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | ||||||||
Sep. 03, 2014 | Jun. 05, 2014 | Apr. 17, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Oct. 07, 2013 | Nov. 06, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | 20-May-14 | Sep. 30, 2014 | 31-May-14 | |
Subsequent Event | Noncontrolling interest | Noncontrolling interest | Restricted Stock Units (RSUs) | Common Class A | Common Class A | ||||||||
Restricted Stock Units (RSUs) | |||||||||||||
Minority Interest [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of common membership units in subsidiaries | ' | ' | ' | 39.53% | ' | 39.56% | 39.56% | ' | ' | ' | ' | ' | ' |
Total percentage of common stock units | ' | ' | ' | ' | ' | ' | ' | ' | 60.47% | 60.44% | ' | ' | ' |
Shares withheld and cancelled to cover employees statuary income tax requirements | ' | ' | ' | 30,519 | ' | ' | ' | ' | ' | ' | 30,519 | 30,519 | 30,519 |
Exercise of stock options, Shares | ' | ' | ' | 15,000 | ' | ' | ' | ' | ' | ' | ' | 15,000 | ' |
Distributions for Taxes, non-controlling unitholders | ' | ' | ' | $15,557,000 | $12,684,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Other Distributions, non-controlling unitholders | 1,108,000 | 1,108,000 | 1,108,000 | ' | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions declared to non-controlling unitholders | ' | ' | ' | ' | ' | ' | ' | 1,108,000 | ' | ' | ' | ' | ' |
Distributions to noncontrolling unitholders description | ' | ' | ' | 'Cash distributions were also required to be made to non-controlling unitholders in accordance with the Old RMCO, LLC Agreement in an amount equal to the lesser of (1) the amount of excess cash flow payment required to be paid as a mandatory prepayment pursuant to the Companybs previous senior secured credit facility and (2) $8,000,000. | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distribution declaration date | ' | ' | ' | 6-Nov-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distribution payable date | ' | ' | ' | 4-Dec-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tax benefit from tax receivable agreements | ' | ' | ' | 68,840,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current portion of payable to related parties pursuant to tax receivable agreements | ' | ' | ' | 902,000 | ' | 902,000 | ' | ' | ' | ' | ' | ' | ' |
Amounts paid to related parties pursuant to Tax Receivable Agreements (TRAs) | ' | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling_Interest_Summar
Non-controlling Interest - Summary of Ownership of the Common Units (Detail) | Sep. 30, 2014 | Dec. 31, 2013 | Oct. 07, 2013 |
Minority Interest [Line Items] | ' | ' | ' |
Total number of common stock units | 29,327,052 | 29,342,571 | ' |
Total percentage of common stock units | 39.53% | 39.56% | 39.56% |
Total percentage of common stock units | 100.00% | 100.00% | ' |
Noncontrolling interest | ' | ' | ' |
Minority Interest [Line Items] | ' | ' | ' |
Total number of common stock units | 17,734,600 | 17,734,600 | ' |
Total percentage of common stock units | 60.47% | 60.44% | ' |
RE/MAX Holdings, Inc. outstanding Class A common stock (equal to RE/MAX Holdings, Inc. common units in RMCO) | ' | ' | ' |
Minority Interest [Line Items] | ' | ' | ' |
Total number of common stock units | 11,592,452 | 11,607,971 | ' |
Total percentage of common stock units | 39.53% | 39.56% | ' |
Noncontrolling_Interest_Summar1
Non-controlling Interest - Summary of Reconciliation from Income Before Provision for Income Taxes to Net Income (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Noncontrolling Interest [Abstract] | ' | ' | ' | ' |
Income before provision for income taxes | $17,171 | $8,399 | $44,492 | $24,385 |
Weighted average ownership percentage of controlling interest | 39.50% | ' | 39.53% | ' |
Income before provision for income taxes attributable to RE/MAX Holdings, Inc. | 6,783 | ' | 17,588 | ' |
Provision for income taxes attributable to RE/MAX Holdings, Inc. | -2,508 | ' | -6,525 | ' |
Net income attributable to RE/MAX Holdings, Inc. | $4,275 | ' | $11,063 | ' |
Noncontrolling_Interest_Summar2
Non-controlling Interest - Summary of Reconciliation of Provision for Income Taxes (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |||
Schedule Of Reconciliation Of Provision For Income Taxes [Line Items] | ' | ' | ' | ' | ||
Provision for income taxes | ($3,116,000) | ($702,000) | ($8,130,000) | ($1,733,000) | ||
RE/MAX Holdings, Inc. | ' | ' | ' | ' | ||
Schedule Of Reconciliation Of Provision For Income Taxes [Line Items] | ' | ' | ' | ' | ||
Provision for income taxes | -2,508,000 | [1] | ' | -6,525,000 | [1] | ' |
Entities other than RE/MAX Holdings, Inc. | ' | ' | ' | ' | ||
Schedule Of Reconciliation Of Provision For Income Taxes [Line Items] | ' | ' | ' | ' | ||
Provision for income taxes | ($608,000) | [2] | ' | ($1,605,000) | [2] | ' |
[1] | The provision for income taxes attributable to RE/MAX Holdings includes all U.S. federal and state income taxes as well as RE/MAX Holdingsb approximate 40% share of the taxes imposed directly on RE/MAX, LLC, a wholly-owned subsidiary of RMCO, related to tax liabilities in certain foreign jurisdictions of approximately $395,000 and $1,049,000 for the three and nine months ended September 30, 2014, respectively. | |||||
[2] | The provision for income taxes attributable to entities other than RE/MAX Holdings represents taxes imposed directly on RE/MAX, LLC related to tax liabilities in certain foreign jurisdictions that are allocated to the non-controlling interest |
Noncontrolling_Interest_Summar3
Non-controlling Interest - Summary of Reconciliation of Provision for Income Taxes (Parenthetical) (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Schedule Of Reconciliation Of Provision For Income Taxes [Line Items] | ' | ' | ' | ' |
Controlling interest ownership percentage | ' | ' | 40.00% | ' |
Provision for income taxes | $3,116,000 | $702,000 | $8,130,000 | $1,733,000 |
Parent share of Subsidiary Tax Liability | ' | ' | ' | ' |
Schedule Of Reconciliation Of Provision For Income Taxes [Line Items] | ' | ' | ' | ' |
Provision for income taxes | $395,000 | ' | $1,049,000 | ' |
Earnings_Per_Share_and_Dividen2
Earnings Per Share and Dividends - Reconciliation of Numerator and Denominator used in Basic and Diluted EPS Calculations (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 |
Numerator | ' | ' |
Net income attributable to RE/MAX Holdings, Inc. | $4,275 | $11,063 |
Denominator for basic net income per share of Class A common stock | ' | ' |
Weighted average shares of Class A common stock outstanding | 11,579,669 | 11,593,738 |
Denominator for diluted net income per share of Class A common stock | ' | ' |
Weighted average shares of Class A common stock outstanding, diluted | 12,229,010 | 12,235,160 |
Earnings per share of Class A common stock | ' | ' |
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock, basic | $0.37 | $0.95 |
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock, diluted | $0.35 | $0.90 |
Stock options | ' | ' |
Denominator for diluted net income per share of Class A common stock | ' | ' |
Weighted average shares of Class A common stock outstanding, diluted | 590,285 | 590,736 |
Restricted Stock Units (RSUs) | ' | ' |
Denominator for diluted net income per share of Class A common stock | ' | ' |
Weighted average shares of Class A common stock outstanding, diluted | 59,056 | 50,686 |
Earnings_Per_Share_and_Dividen3
Earnings Per Share and Dividends - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||||
Sep. 03, 2014 | Jun. 05, 2014 | Apr. 18, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Nov. 06, 2014 | |
Subsequent Event | |||||||||
Dividends Payable [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distributions declared per Class A common stock | ' | ' | ' | $0.06 | $0.06 | $0.06 | ' | ' | ' |
Distributions declared per Class A common stock, payable date | ' | ' | ' | ' | ' | ' | ' | ' | 4-Dec-14 |
Distributions declared per Class A common stock, record date | ' | ' | ' | ' | ' | ' | ' | ' | 20-Nov-14 |
Dividends to Class A common stockholders | $724,000 | $724,000 | $725,000 | ' | ' | ' | $2,173,000 | $0 | ' |
Dividends declared | ' | ' | ' | ' | ' | ' | $2,173,000 | $0 | ' |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 0 Months Ended |
Oct. 07, 2013 | |
HBN | ' |
Business Acquisition [Line Items] | ' |
Purchase consideration | $7,130,000 |
Business acquisition date | 7-Oct-13 |
Tails Inc. | ' |
Business Acquisition [Line Items] | ' |
Purchase consideration | $20,175,000 |
Business acquisition date | 7-Oct-13 |
Acquisitions_Summary_of_Unaudi
Acquisitions - Summary of Unaudited Pro Forma Information (Detail) (HBN and Tails Inc, USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
HBN and Tails Inc | ' |
Business Acquisition Pro Forma Information [Line Items] | ' |
Total revenue | $124,878 |
Net income | $26,038 |
Intangible_Assets_and_Goodwill2
Intangible Assets and Goodwill - Components of Company's Intangible Assets (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Franchise agreements, net of accumulated amortization | $78,897 | $89,071 |
Other intangible assets, net of accumulated amortization | 1,976 | 2,486 |
Franchise Agreements | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Initial Weighted Average Amortization Period (in years) | '12 years | ' |
Initial Cost | 162,835 | 162,835 |
Accumulated Amortization | -83,938 | -73,764 |
Franchise agreements, net of accumulated amortization | 78,897 | 89,071 |
Software | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Initial Weighted Average Amortization Period (in years) | '4 years 2 months 12 days | ' |
Initial Cost | 7,500 | 7,463 |
Accumulated Amortization | -7,014 | -6,633 |
Other intangible assets, net of accumulated amortization | 486 | 830 |
Trademarks | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Initial Weighted Average Amortization Period (in years) | '14 years 9 months 18 days | ' |
Initial Cost | 2,870 | 2,935 |
Accumulated Amortization | -1,380 | -1,279 |
Other intangible assets, net of accumulated amortization | 1,490 | 1,656 |
Other Intangible Assets | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Initial Weighted Average Amortization Period (in years) | '7 years 1 month 6 days | ' |
Initial Cost | 10,370 | 10,398 |
Accumulated Amortization | -8,394 | -7,912 |
Other intangible assets, net of accumulated amortization | $1,976 | $2,486 |
Intangible_Assets_and_Goodwill3
Intangible Assets and Goodwill - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' |
Amortization expense | $3,518,000 | $3,141,000 | $10,656,000 | $9,431,000 |
Intangible_Assets_and_Goodwill4
Intangible Assets and Goodwill - Estimated Future Amortization of Intangible Assets, Other than Goodwill (Detail) (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Goodwill And Intangible Assets Disclosure [Abstract] | ' |
Remainder of 2014 | $3,548 |
2015 | 14,034 |
2016 | 13,794 |
2017 | 9,879 |
2018 | 6,264 |
Thereafter | 33,354 |
Net Balance | $80,873 |
Intangible_Assets_and_Goodwill5
Intangible Assets and Goodwill - Schedule of Changes in Goodwill (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ' |
Beginning Balance | $72,781 |
Effect of changes in foreign currency exchange rates | -165 |
Ending Balance | $72,616 |
Accrued_Liabilities_Schedule_o
Accrued Liabilities - Schedule of Accrued Liabilities (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accrued Liabilities Current [Abstract] | ' | ' |
Accrued payroll and related employee costs | $4,050 | $4,746 |
Accrued property taxes | 1,294 | 1,159 |
Accrued professional fees | 313 | 573 |
Lease-related accruals | 775 | 853 |
Other | 1,499 | 2,013 |
Accrued liabilities | $7,931 | $9,344 |
Debt_Schedule_of_Debt_Detail
Debt - Schedule of Debt (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
2013 Senior Secured Credit Facility, principal of $538 payable quarterly, matures in July 2020, net of unamortized discount of $375 and $446 as of September 30, 2014 and December 31, 2013, respectively | $212,197 | $228,404 |
Less current portion | -8,568 | -17,300 |
Debt, net of current portion | $203,629 | $211,104 |
Debt_Schedule_of_Debt_Parenthe
Debt - Schedule of Debt (Parenthetical) (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Debt Disclosure [Abstract] | ' | ' |
Principal payments are due on quarterly | $538 | ' |
Credit Facility, maturity | 31-Jul-20 | ' |
Credit Facility, unamortized discount | $375 | $446 |
Debt_Schedule_of_Maturities_of
Debt - Schedule of Maturities of Debt (Detail) (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Debt Disclosure [Abstract] | ' |
Remainder of 2014 | $538 |
2015 | 2,152 |
2016 | 2,152 |
2017 | 2,152 |
2018 | 2,152 |
Thereafter | 203,426 |
Maturities of debt | $212,572 |
Debt_Additional_Information_De
Debt - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Apr. 09, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | 31-May-14 | Sep. 30, 2014 | Dec. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Fair Value, Inputs, Level 2 | Fair Value, Inputs, Level 2 | London Interbank Offered Rate (LIBOR) | London Interbank Offered Rate (LIBOR) | Alternative Base Rate | Federal Funds Effective Swap Rate | Eurodollar | Eurodollar | 2013 Term Loan Facility | 2013 Revolving Loan Facility | 2013 Revolving Loan Facility | 2013 Credit Facility | 2013 Credit Facility | 2013 Credit Facility | |||||||
2013 Senior Secured Credit Facility | 2013 Senior Secured Credit Facility | Minimum | Minimum | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, borrowing capacity | ' | ' | ' | ' | ' | $15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | $230,000,000 | $10,000,000 | ' | ' | ' | ' |
Interest rate terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Interest rates with respect to the term loan facility and revolving loan facility are based, at the Companybs option, on (a) adjusted London Interbank Offered Rate (bLIBORb), provided that LIBOR shall be no less than 1% plus a maximum applicable margin of 3% or (b) Alternate Base Rate (bABRb), 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) calculated Eurodollar Rate plus 1%, plus a maximum applicable margin of 2%. The applicable margin is subject to quarterly adjustments beginning in the first quarter of 2014 based on the Companybs total leverage ratio as defined in the 2013 Senior Secured Credit Facility. | ' | ' | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | 0.50% | 1.00% | 2.00% | ' | ' | ' | ' | ' | ' |
Applicable margin | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on early extinguishment of debt | ' | 1,664,000 | 178,000 | 1,798,000 | 1,664,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 178,000 | 134,000 | ' |
Debt Instrument, unamortized discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,219,000 |
Debt issuance costs, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,301,000 |
Debt Instrument, expense incurred | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,918,000 |
Excess cash flow payment | 14,627,000 | ' | 6,416,000 | 8,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal payments are due on quarterly | ' | ' | 538,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date | ' | ' | 31-Jul-20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit Facility | ' | ' | 212,197,000 | ' | 228,404,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit Facility, fair value | ' | ' | ' | ' | ' | ' | 211,243,000 | 229,422,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving loan facility commitment fee on average daily amount of unused portion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' |
Outstanding balance of line of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' |
Line of Credit Facility, Remaining Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,000,000 | ' | ' | ' | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Controlling interest ownership percentage | 40.00% |
EquityBased_Compensation_Addit
Equity-Based Compensation - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | |||||
20-May-14 | Oct. 07, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Oct. 07, 2013 | Oct. 07, 2013 | Sep. 30, 2014 | Nov. 15, 2012 | 20-May-14 | 31-May-14 | |
Common Class B | Common Class A | Common Class A | Board Of Managers Options | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | ||||||
Common Class B | Common Class A | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock units granted | ' | 107,971 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares withheld and cancelled to cover employees statuary income tax requirements | ' | ' | ' | 30,519 | ' | ' | ' | 30,519 | ' | 30,519 | 30,519 |
Estimated value of withheld shares | $818,000 | ' | ' | $818,000 | ' | ' | ' | ' | ' | ' | ' |
Income tax benefit realized upon issuance of underlying shares | ' | 125,000 | ' | 179,000 | ' | ' | ' | ' | ' | ' | ' |
Equity-based compensation | ' | ' | $200,000 | $532,000 | $701,000 | ' | ' | ' | ' | ' | ' |
Options granted | ' | ' | ' | 0 | ' | ' | 787,500 | ' | 31,500 | ' | ' |
Stock split | ' | ' | ' | ' | ' | 25 | ' | ' | ' | ' | ' |
Additional shares available | ' | ' | 1,679,167 | 1,679,167 | ' | ' | ' | ' | ' | ' | ' |
Summary_of_EquityBased_Compens
Summary of Equity-Based Compensation Activity (Detail) | 9 Months Ended |
Sep. 30, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' |
Balance as of January 1, 2014 | 241,854 |
Granted | 0 |
Exercised | 0 |
Forfeited | -9,550 |
Delivered and exchanged for shares of Class A common stock | -77,452 |
Cancelled | -30,519 |
Balance as of September 30, 2014 | 124,333 |
Vested | 0 |
Unvested | 124,333 |
Balance as of January 1, 2014 | 787,500 |
Options granted | 0 |
Exercised | -15,000 |
Balance as of September 30, 2014 | 772,500 |
Vested | 772,500 |
Summary_of_EquityBased_Compens1
Summary of Equity-Based Compensation Activity (Parenthetical) (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ' | ' |
Cash received from stock option exercises | $54,000 | $54,000 |
Income tax benefit relating to the options exercised | $54,000 | $54,000 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (HBN, USD $) | Oct. 07, 2013 |
In Thousands, unless otherwise specified | |
HBN | ' |
Loss Contingencies [Line Items] | ' |
Impact to financial position and results of operations | $2,656 |
Guarantees_Additional_Informat
Guarantees - Additional Information (Detail) (USD $) | 0 Months Ended | 9 Months Ended | |
31-May-14 | Sep. 30, 2014 | Dec. 31, 2013 | |
Guarantee Obligations [Line Items] | ' | ' | ' |
Equity method investment, ownership percentage | 50.00% | ' | ' |
Term of line-of-credit agreement | '12 months | ' | ' |
Maximum amount of advances requested and unpaid principal balance | $15,000,000 | ' | ' |
Guarantee expiration date | ' | 31-May-14 | ' |
Outstanding balance of line of credit | ' | $5,479,000 | $4,256,000 |
Base Rate | ' | ' | ' |
Guarantee Obligations [Line Items] | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ' | ' |
Line of credit base interest with floor rate | 3.75% | ' | ' |
RelatedParty_Transactions_Addi
Related-Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Oct. 07, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | |
IPO | IPO | IPO | Advertising Funds | Advertising Funds | Advertising Funds | Advertising Funds | Tails Inc. | Tails Inc. | Tails Inc. | Tails Inc. | ||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related party transactions expenses | ' | ' | ' | ' | ' | ' | ' | ' | $291,000 | $286,000 | $862,000 | $859,000 | $97,000 | $244,000 | ' | ' |
Accounts payable to affiliates | 1,089,000 | ' | 1,089,000 | ' | 1,017,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 988,000 | 945,000 |
Franchise revenue | ' | 912,000 | ' | 2,648,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amounts allocated for services rendered and rent for office space | 549,000 | 838,000 | 1,661,000 | 2,459,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments of Stock Issuance Costs | ' | ' | $0 | $4,816,000 | ' | $632,500 | $76,000 | $216,000 | ' | ' | ' | ' | ' | ' | ' | ' |
RelatedParty_Transactions_Deta
Related-Party Transactions (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Accounts receivable from affiliates: | ' | ' |
Total accounts receivable from affiliates | ' | $5,000 |
Accounts payable to affiliates: | ' | ' |
Total accounts payable to affiliates | -1,089,000 | -1,017,000 |
Net accounts payable to affiliates | -1,089,000 | -1,012,000 |
Re Max Of Texas Advertising Fund | ' | ' |
Accounts receivable from affiliates: | ' | ' |
Total accounts receivable from affiliates | ' | -6,000 |
International Advertising Fund | ' | ' |
Accounts receivable from affiliates: | ' | ' |
Total accounts receivable from affiliates | ' | -10,000 |
Other Affiliates | ' | ' |
Accounts receivable from affiliates: | ' | ' |
Total accounts receivable from affiliates | ' | 21,000 |
Accounts payable to affiliates: | ' | ' |
Total accounts payable to affiliates | -101,000 | -72,000 |
RE/MAX Central Atlantic Region Advertising Fund | ' | ' |
Accounts payable to affiliates: | ' | ' |
Total accounts payable to affiliates | ($988,000) | ($945,000) |
Segment_information_Additional
Segment information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2014 | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of reportable segments | 2 |
Segment_information_Reportable
Segment information - Reportable Segments Revenue and Adjusted EBITDA (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Consolidated revenue | $44,240,000 | [1] | $40,312,000 | [1] | $128,419,000 | [1] | $118,628,000 | [1] |
Operating Segments | Real Estate Franchise Services | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Consolidated revenue | 40,456,000 | [1] | 36,211,000 | [1] | 118,254,000 | [1] | 106,746,000 | [1] |
Operating Segments | Brokerage | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Consolidated revenue | $3,784,000 | [1] | $4,101,000 | [1] | $10,165,000 | [1] | $11,882,000 | [1] |
[1] | Transactions between the Real Estate Franchise Services and the Brokerages reportable segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services reportable segment include intercompany amounts paid from the Companybs brokerage services business of $485,000 and $383,000 for the three months ended September 30, 2014 and 2013, respectively, and $1,369,000 and $1,130,000 for the nine months ended September 30, 2014 and 2013, respectively. Such amounts are eliminated in the Brokerages reportable segment |
Segment_information_Reportable1
Segment information - Reportable Segments Revenue and Adjusted EBITDA (Parenthetical) (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Total segment reporting revenues | $44,240,000 | [1] | $40,312,000 | [1] | $128,419,000 | [1] | $118,628,000 | [1] |
Intersegment Eliminations | ' | ' | ' | ' | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||||
Total segment reporting revenues | ($485,000) | ($383,000) | ($1,369,000) | ($1,130,000) | ||||
[1] | Transactions between the Real Estate Franchise Services and the Brokerages reportable segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services reportable segment include intercompany amounts paid from the Companybs brokerage services business of $485,000 and $383,000 for the three months ended September 30, 2014 and 2013, respectively, and $1,369,000 and $1,130,000 for the nine months ended September 30, 2014 and 2013, respectively. Such amounts are eliminated in the Brokerages reportable segment |
Segment_information_Segment_Ad
Segment information - Segment Adjusted EBITDA to Net Income (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net income | $14,055,000 | $7,697,000 | $36,362,000 | $22,652,000 | ' |
Depreciation and amortization | 3,767,000 | 3,656,000 | 11,517,000 | 11,088,000 | ' |
Interest expense | 2,255,000 | 5,128,000 | 7,007,000 | 12,053,000 | ' |
Interest income | -58,000 | -82,000 | -205,000 | -224,000 | ' |
Provision for income taxes | 3,116,000 | 702,000 | 8,130,000 | 1,733,000 | ' |
EBITDA | 23,135,000 | 17,101,000 | 62,811,000 | 47,302,000 | ' |
Loss (gain) on sale or disposition of assets and sublease | -52,000 | -164,000 | -277,000 | -411,000 | ' |
Loss on early extinguishment of debt | ' | 1,664,000 | 178,000 | 1,798,000 | 1,664,000 |
Non-recurring equity-based compensation | ' | ' | ' | 701,000 | ' |
Non-cash straight-line rent expense | 197,000 | 261,000 | 614,000 | 970,000 | ' |
Chairman executive compensation | ' | 750,000 | ' | 2,250,000 | ' |
Acquisition integration costs | 87,000 | 27,000 | 150,000 | 249,000 | ' |
Public offering related expenses | ' | 2,436,000 | ' | 5,916,000 | ' |
Adjusted EBITDA | 23,367,000 | 22,075,000 | 63,476,000 | 58,775,000 | ' |
Operating Segments | Real Estate Franchise Services | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net income | 13,459,000 | 6,754,000 | 36,017,000 | 20,968,000 | ' |
Depreciation and amortization | 3,695,000 | 3,571,000 | 11,305,000 | 10,792,000 | ' |
Interest expense | 2,252,000 | 5,128,000 | 6,997,000 | 12,050,000 | ' |
Interest income | -58,000 | -82,000 | -205,000 | -224,000 | ' |
Provision for income taxes | 3,014,000 | 702,000 | 8,070,000 | 1,733,000 | ' |
EBITDA | 22,362,000 | 16,073,000 | 62,184,000 | 45,319,000 | ' |
Loss (gain) on sale or disposition of assets and sublease | -87,000 | -94,000 | -369,000 | -266,000 | ' |
Loss on early extinguishment of debt | ' | 1,664,000 | 178,000 | 1,798,000 | ' |
Non-recurring equity-based compensation | ' | ' | ' | 701,000 | ' |
Non-cash straight-line rent expense | 271,000 | 321,000 | 773,000 | 1,031,000 | ' |
Chairman executive compensation | ' | 750,000 | ' | 2,250,000 | ' |
Acquisition integration costs | 87,000 | 27,000 | 150,000 | 249,000 | ' |
Public offering related expenses | ' | 2,436,000 | ' | 5,916,000 | ' |
Adjusted EBITDA | 22,633,000 | 21,177,000 | 62,916,000 | 56,998,000 | ' |
Operating Segments | Brokerage | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net income | 596,000 | 943,000 | 345,000 | 1,684,000 | ' |
Depreciation and amortization | 72,000 | 85,000 | 212,000 | 296,000 | ' |
Interest expense | 3,000 | ' | 10,000 | 3,000 | ' |
Interest income | 0 | 0 | 0 | 0 | ' |
Provision for income taxes | 102,000 | ' | 60,000 | ' | ' |
EBITDA | 773,000 | 1,028,000 | 627,000 | 1,983,000 | ' |
Loss (gain) on sale or disposition of assets and sublease | 35,000 | -70,000 | 92,000 | -145,000 | ' |
Non-cash straight-line rent expense | -74,000 | -60,000 | -159,000 | -61,000 | ' |
Adjusted EBITDA | $734,000 | $898,000 | $560,000 | $1,777,000 | ' |