Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 30, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Entity File Number | 001-36101 | |
Entity Registrant Name | RE/MAX Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 80-0937145 | |
Entity Address Line One | 5075 South Syracuse Street | |
Entity Address City or Town | Denver | |
Entity Address State or Province | CO | |
Entity Address Postal Zip Code | 80237 | |
City Area Code | 303 | |
Local Phone Number | 770-5531 | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value per share | |
Trading Symbol | RMAX | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001581091 | |
Amendment Flag | false | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 18,890,602 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 102,632 | $ 101,355 |
Restricted cash | 21,500 | 19,872 |
Accounts and notes receivable, current portion, less allowances of $11,705 and $11,724, respectively | 29,544 | 29,985 |
Income taxes receivable | 2,158 | 1,222 |
Other current assets | 14,715 | 13,938 |
Total current assets | 170,549 | 166,372 |
Property and equipment, net of accumulated depreciation of $15,292 and $14,731, respectively | 9,184 | 7,872 |
Operating lease right of use assets | 37,816 | 38,878 |
Franchise agreements, net | 68,337 | 72,196 |
Other intangible assets, net | 28,284 | 29,969 |
Goodwill | 176,008 | 175,835 |
Deferred tax assets, net | 49,162 | 48,855 |
Income taxes receivable, net of current portion | 1,980 | 1,980 |
Other assets, net of current portion | 17,068 | 15,435 |
Total assets | 558,388 | 557,392 |
Current liabilities: | ||
Accounts payable | 5,782 | 2,108 |
Accrued liabilities | 67,208 | 68,571 |
Income taxes payable | 9,884 | 9,579 |
Deferred revenue | 24,689 | 25,282 |
Current portion of debt | 2,356 | 2,428 |
Current portion of payable pursuant to tax receivable agreements | 3,590 | 3,590 |
Operating lease liabilities | 5,826 | 5,687 |
Total current liabilities | 119,335 | 117,245 |
Debt, net of current portion | 220,676 | 221,137 |
Payable pursuant to tax receivable agreements, net of current portion | 29,974 | 29,974 |
Deferred tax liabilities, net | 496 | 490 |
Deferred revenue, net of current portion | 19,601 | 19,864 |
Operating lease liabilities, net of current portion | 48,794 | 50,279 |
Other liabilities, net of current portion | 5,411 | 5,722 |
Total liabilities | 444,287 | 444,711 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Additional paid-in capital | 498,810 | 491,422 |
Retained earnings | 21,433 | 25,139 |
Accumulated other comprehensive income, net of tax | 653 | 612 |
Total stockholders' equity attributable to RE/MAX Holdings, Inc. | 520,898 | 517,175 |
Non-controlling interest | (406,797) | (404,494) |
Total stockholders' equity | 114,101 | 112,681 |
Total liabilities and stockholders' equity | 558,388 | 557,392 |
Common Class A | ||
Stockholders' equity: | ||
Common stock | 2 | 2 |
Total stockholders' equity | $ 2 | $ 2 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accounts and notes receivable, allowance | $ 11,705 | $ 11,724 |
Property and equipment, accumulated depreciation | $ 15,292 | $ 14,731 |
Common Class A | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 18,719,248 | 18,390,691 |
Common stock, shares outstanding | 18,719,248 | 18,390,691 |
Common Class B | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000 | 1,000 |
Common stock, shares issued | 1 | 1 |
Common stock, shares outstanding | 1 | 1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue: | ||
Total revenue | $ 72,295 | $ 70,272 |
Operating expenses: | ||
Selling, operating and administrative expenses | 43,676 | 34,677 |
Marketing Funds expenses | 18,145 | 17,522 |
Depreciation and amortization | 6,937 | 6,310 |
Total operating expenses | 68,758 | 58,509 |
Operating income | 3,537 | 11,763 |
Other expenses, net: | ||
Interest expense | (2,098) | (2,682) |
Interest income | 163 | 269 |
Foreign currency transaction gains (losses) | (20) | (270) |
Total other expenses, net | (1,955) | (2,683) |
Income before provision for income taxes | 1,582 | 9,080 |
Provision for income taxes | 58 | (3,790) |
Net income | 1,640 | 5,290 |
Less: net income attributable to non-controlling interest | 548 | 2,659 |
Net income attributable to RE/MAX Holdings, Inc. | $ 1,092 | $ 2,631 |
Common Class A | ||
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock | ||
Basic | $ 0.06 | $ 0.15 |
Diluted | $ 0.06 | $ 0.15 |
Weighted average shares of Class A common stock outstanding | ||
Basic | 18,496,532 | 17,974,264 |
Diluted | 18,866,727 | 18,033,631 |
Cash dividends declared per share of Class A common stock | $ 0.23 | $ 0.22 |
Continuing franchise fees | ||
Revenue: | ||
Total revenue | $ 25,374 | $ 24,143 |
Annual dues | ||
Revenue: | ||
Total revenue | 8,672 | 8,921 |
Broker fees | ||
Revenue: | ||
Total revenue | 11,953 | 9,444 |
Marketing Funds fees | ||
Revenue: | ||
Total revenue | 18,145 | 17,522 |
Franchise sales and other revenue | ||
Revenue: | ||
Total revenue | $ 8,151 | $ 10,242 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Condensed Consolidated Statements of Comprehensive Income | ||
Net income | $ 1,640 | $ 5,290 |
Change in cumulative translation adjustment | 79 | (230) |
Other comprehensive income (loss), net of tax | 79 | (230) |
Comprehensive income | 1,719 | 5,060 |
Less: comprehensive income attributable to non-controlling interest | 586 | 2,465 |
Comprehensive income attributable to RE/MAX Holdings, Inc., net of tax | $ 1,133 | $ 2,595 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Class A | Common Class B | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income (loss), net of tax | Non-controlling interest | Total |
Beginning balance, Value at Dec. 31, 2019 | $ 2 | $ 466,945 | $ 30,525 | $ 414 | $ (399,510) | $ 98,376 | |
Beginning balance, Shares at Dec. 31, 2019 | 17,838,233 | 1 | |||||
Net income | 2,631 | 2,659 | 5,290 | ||||
Distributions to non-controlling unitholders | (2,777) | (2,777) | |||||
Equity-based compensation expense and dividend equivalents, Value | 5,962 | (289) | 5,673 | ||||
Equity-based compensation expense and dividend equivalents, Shares | 368,375 | ||||||
Dividends to Class A common stockholders | (3,986) | (3,986) | |||||
Change in accumulated other comprehensive income | (36) | (194) | (230) | ||||
Payroll taxes related to net settled restricted stock units, Value | (2,268) | (2,268) | |||||
Payroll taxes related to net settled restricted stock units, Shares | (82,645) | ||||||
Ending balance, Value at Mar. 31, 2020 | $ 2 | 470,639 | 28,881 | 378 | (399,822) | 100,078 | |
Ending balance, Shares at Mar. 31, 2020 | 18,123,963 | 1 | |||||
Beginning balance, Value at Dec. 31, 2020 | $ 2 | 491,422 | 25,139 | 612 | (404,494) | 112,681 | |
Beginning balance, Shares at Dec. 31, 2020 | 18,390,691 | 1 | |||||
Net income | 1,092 | 548 | 1,640 | ||||
Distributions to non-controlling unitholders | (2,889) | (2,889) | |||||
Equity-based compensation expense and dividend equivalents, Value | 12,679 | (472) | 12,207 | ||||
Equity-based compensation expense and dividend equivalents, Shares | 459,330 | ||||||
Dividends to Class A common stockholders | (4,326) | (4,326) | |||||
Change in accumulated other comprehensive income | 41 | 38 | 79 | ||||
Payroll taxes related to net settled restricted stock units, Value | (5,291) | (5,291) | |||||
Payroll taxes related to net settled restricted stock units, Shares | (130,773) | ||||||
Ending balance, Value at Mar. 31, 2021 | $ 2 | $ 498,810 | $ 21,433 | $ 653 | $ (406,797) | $ 114,101 | |
Ending balance, Shares at Mar. 31, 2021 | 18,719,248 | 1 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 1,640 | $ 5,290 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 6,937 | 6,310 |
Bad debt expense | 287 | 3,435 |
Equity-based compensation expense | 12,054 | 2,186 |
Deferred income tax expense | (320) | 2,241 |
Fair value adjustments to contingent consideration | (280) | (505) |
Non-cash lease expense (benefit) | (284) | |
Other, net | 87 | (504) |
Changes in operating assets and liabilities | 711 | (4,804) |
Net cash provided by operating activities | 20,832 | 13,649 |
Cash flows from investing activities: | ||
Purchases of property, equipment and capitalization of software | (4,381) | (1,965) |
Net cash used in investing activities | (4,381) | (1,965) |
Cash flows from financing activities: | ||
Payments on debt | (660) | (660) |
Distributions paid to non-controlling unitholders | (2,889) | (2,777) |
Dividends and dividend equivalents paid to Class A common stockholders | (4,798) | (4,275) |
Payments related to tax withholding for share-based compensation | (5,291) | (2,268) |
Net cash used in financing activities | (13,638) | (9,980) |
Effect of exchange rate changes on cash | 92 | (205) |
Net increase in cash, cash equivalents and restricted cash | 2,905 | 1,499 |
Cash, cash equivalents and restricted cash, beginning of period | 121,227 | 103,601 |
Cash, cash equivalents and restricted cash, end of period | 124,132 | 105,100 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 1,970 | 2,556 |
Net cash paid for income taxes | $ 926 | $ 1,079 |
Business and Organization
Business and Organization | 3 Months Ended |
Mar. 31, 2021 | |
Business and Organization | |
Business and Organization | 1. Business and Organization RE/MAX Holdings, Inc. (“Holdings”) and its consolidated subsidiaries, including RMCO, LLC (“RMCO”), are referred to hereinafter as the “Company.” The Company is a franchisor in the real estate industry, franchising real estate brokerages globally under the RE/MAX brand (“RE/MAX”) and mortgage brokerages within the United States (“U.S.”) under the Motto Mortgage brand (“Motto”). RE/MAX, founded in 1973, has nearly 140,000 agents operating in over 8,000 offices and a presence in more than 110 countries and territories. Motto, founded in 2016, is the first nationally franchised mortgage brokerage in the U.S. RE/MAX and Motto are 100% franchised—the Company does not own any of the brokerages that operate under these brands. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying Condensed Consolidated Balance Sheet at December 31, 2020, which was derived from the audited consolidated financial statements at that date, and the unaudited interim condensed consolidated financial statements and notes thereto have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). 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 Holdings and its consolidated 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 March 31, 2021 and the results of its operations and comprehensive income, cash flows and changes in its stockholders’ equity for the three months ended March 31, 2021 and 2020. Interim results may not be indicative of full-year performance. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements within the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (“2020 Annual Report on Form 10-K”). Please refer to that document for a fuller discussion of all significant accounting policies. Use of Estimates The preparation of the accompanying 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 the disclosure of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Segment Reporting The Company operates under the following four operating segments: Real Estate, Mortgage, Marketing Funds and booj. Due to quantitative insignificance, the booj operating segment does not meet the criteria of a reportable segment and is included in “Other”. Revenue Recognition The Company generates most of its revenue from contracts with customers. The Company’s major streams of revenue are: ● Continuing franchise fees, which are fixed contractual fees paid monthly by regional franchise owners and franchisees based on the number of RE/MAX agents and the number of Motto offices. ● Annual dues, which are fees charged directly to RE/MAX agents. ● Broker fees, which are fees on real estate commissions when a RE/MAX agent assists a consumer to buy or sell a home. ● Marketing Funds fees, which are fixed contractual fees paid monthly by franchisees based on the number of RE/MAX agents in the respective franchised region or office or the number of Motto offices. ● Franchise sales and other revenue, which consist of fees from initial sales of RE/MAX and Motto franchises, renewals of RE/MAX franchises and master franchise fees, as well as technology and data services subscription revenue, loan processing revenue, preferred marketing arrangements, approved supplier programs and event-based revenue from training and other programs. Annual Dues The activity in the Company’s deferred revenue for annual dues consists of the following (in thousands): Balance at New billings Revenue recognized (a) Balance at end Three Months Ended March 31, 2021 $ 14,539 $ 10,277 $ (8,672) $ 16,144 (a) Revenue recognized related to the beginning balance was $6.3 million for the three months ended March 31, 2021. Franchise Sales The activity in the Company’s franchise sales deferred revenue accounts consists of the following (in thousands): Balance at New billings Revenue recognized (a) Balance at end Three Months Ended March 31, 2021 $ 25,069 $ 2,005 $ (2,349) $ 24,725 (a) Revenue recognized related to the beginning balance was $2.3 million for the three months ended March 31, 2021. Commissions Related to Franchise Sales Commissions paid on franchise sales are recognized as an asset and amortized over the contract life of the franchise agreement. The activity in the Company’s capitalized contract costs for commissions (which are included in “other current assets” and “other assets, net of current portion” on the Condensed Consolidated Balance Sheets) consist of the following (in thousands): Balance at Expense Additions to contract Balance at end Three Months Ended March 31, 2021 $ 3,690 $ (421) $ 320 $ 3,589 Disaggregated Revenue In the following table, segment revenue is disaggregated by Company-Owned or Independent Regions, where applicable, and by geographical area (in thousands): Three Months Ended March 31, 2021 2020 U.S. Company-Owned Regions $ 32,546 $ 30,578 U.S. Independent Regions 3,288 2,996 Canada Company-Owned Regions 3,554 3,081 Canada Independent Regions 2,205 2,039 Global 2,641 2,548 Fee revenue (a) 44,234 41,242 Franchise sales and other revenue (b) 6,920 8,663 Total Real Estate 51,154 49,905 U.S. 16,182 15,651 Canada 1,737 1,655 Global 226 216 Total Marketing Funds 18,145 17,522 Mortgage (c) 2,323 1,458 Other (c) 673 1,387 Total $ 72,295 $ 70,272 (a) Fee revenue includes Continuing franchise fees, Annual dues and Broker fees. (b) Franchise sales and other revenue is derived primarily within the U.S. (c) Revenue from Mortgage and Other are derived exclusively within the U.S. Transaction Price Allocated to the Remaining Performance Obligations The following table includes estimated revenue by year, excluding certain other immaterial items, expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands): Remainder of 2021 2022 2023 2024 2025 2026 Thereafter Total Annual dues $ 15,373 $ 771 $ — $ — $ — $ — $ — $ 16,144 Franchise sales 5,244 5,898 4,533 3,300 2,023 1,049 2,678 24,725 Total $ 20,617 $ 6,669 $ 4,533 $ 3,300 $ 2,023 $ 1,049 $ 2,678 $ 40,869 Cash, Cash Equivalents and Restricted Cash All cash held by the Marketing Funds is contractually restricted. The following table reconciles the amounts presented for cash, both unrestricted and restricted, in the Condensed Consolidated Balance Sheets to the amounts presented in the Condensed Consolidated Statements of Cash Flows (in thousands): March 31, 2021 December 31, 2020 Cash and cash equivalents $ 102,632 $ 101,355 Restricted cash 21,500 19,872 Total cash, cash equivalents and restricted cash $ 124,132 $ 121,227 Services Provided to the Marketing Funds by Real Estate Real Estate charges the Marketing Funds for various services it performs. These services primarily comprise (a) building and maintaining agent marketing technology, including customer relationship management tools, the www.remax.com website, agent, office and team websites, and mobile apps, (b) dedicated employees focused on marketing campaigns, and (c) various administrative services including customer support of technology, accounting and legal. Because these costs are ultimately paid by the Marketing Funds, they do not impact the net income of Holdings as the Marketing Funds have no reported net income. Costs charged from Real Estate to the Marketing Funds are as follows (in thousands): Three Months Ended March 31, 2021 2020 Technology - operating $ 3,600 $ 2,971 Technology - capital 180 644 Marketing staff and administrative services 1,118 1,228 Total $ 4,898 $ 4,843 Leases The Company leases corporate offices, a distribution center, billboards and certain equipment. As all franchisees are independently owned and operated, there are no leases recognized for any offices used by the Company’s franchisees. All the Company’s material leases are classified as operating leases. The Company acts as the lessor for sublease agreements on its corporate headquarters, consisting solely of operating leases. The Company has made an accounting policy election not to recognize right-of-use assets and lease liabilities that arise from any of its short-term leases. All leases with a term of 12 months or less at commencement, for which the Company is not reasonably certain to exercise available renewal options that would extend the lease term past 12 months, will be recognized on a straight-line basis over the lease term. Recently Adopted Accounting Pronouncements None. New Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , which contains temporary optional expedients and exceptions to the guidance in U.S. GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The new guidance is effective upon issuance and may be adopted on any date on or after March 12, 2020. The relief is temporary and only available until December 31, 2022, when the reference rate replacement activity is expected to have completed. The Company believes the amendments of ASU 2020-04 will not have a significant impact on the Company’s consolidated financial statements and related disclosures as the Company does not currently engage in interest rate hedging of its LIBOR based debt, nor does it believe it has any material contracts tied to LIBOR other than its Senior Secured Credit Agreement, as discussed in Note 8, Debt . An amendment to the Senior Secured Credit agreement will likely be required, but the Company does not expect any material adverse consequences from this transition . |
Non-controlling Interest
Non-controlling Interest | 3 Months Ended |
Mar. 31, 2021 | |
Noncontrolling Interest | |
Non-controlling Interest | 3. Non-controlling Interest Holdings is the sole managing member of RMCO and operates and controls all the business affairs of RMCO. The ownership of the common units in RMCO is summarized as follows: March 31, 2021 December 31, 2020 Shares Ownership % Shares Ownership % Non-controlling interest ownership of common units in RMCO 12,559,600 40.2 % 12,559,600 40.6 % Holdings outstanding Class A common stock (equal to Holdings common units in RMCO) 18,719,248 59.8 % 18,390,691 59.4 % Total common units in RMCO 31,278,848 100.0 % 30,950,291 100.0 % The weighted average ownership percentages for the applicable reporting periods are used to calculate the “Net income attributable to RE/MAX Holdings, Inc.” A reconciliation of “Income before provision for income taxes” to “Net income attributable to RE/MAX Holdings, Inc.” and “Net Income attributable to non-controlling interest” in the accompanying Condensed Consolidated Statements of Income for the periods indicated is detailed as follows (in thousands, except percentages): Three Months Ended March 31, 2021 2020 RE/MAX Non-controlling Total RE/MAX Non-controlling Total Weighted average ownership percentage of RMCO(a) 59.6 % 40.4 % 100 % 58.9 % 41.1 % 100.0 % Income before provision for income taxes(a) $ 942 $ 640 $ 1,582 $ 5,552 $ 3,528 $ 9,080 Provision for income taxes(b)(c) 150 (92) 58 (2,921) (869) (3,790) Net income $ 1,092 $ 548 $ 1,640 $ 2,631 $ 2,659 $ 5,290 (a) The weighted average ownership percentage of RMCO differs from the allocation of income before provision for income taxes between RE/MAX Holdings and the non-controlling interest due to certain relatively insignificant items recorded at RE/MAX Holdings. (b) The provision for income taxes attributable to Holdings is primarily comprised of U.S. federal and state income taxes on its proportionate share of the flow-through income from RMCO. It also includes Holdings’ share of taxes directly incurred by RMCO and its subsidiaries, related primarily to tax liabilities in certain foreign jurisdictions. (c) The provision for income taxes attributable to the non-controlling interest represents its share of taxes related primarily to tax liabilities in certain foreign jurisdictions directly incurred by RMCO and its subsidiaries. Otherwise, because RMCO is a flow-through entity, there is no U.S. federal and state income tax provision recorded on the non-controlling interest. Distributions and Other Payments to Non-controlling Unitholders Under the terms of RMCO’s limited liability company operating agreement, RMCO makes cash distributions to non-controlling unitholders on a pro-rata basis. The distributions paid or payable to non-controlling unitholders are summarized as follows (in thousands): Three Months Ended March 31, 2021 2020 Tax and other distributions $ — $ 14 Dividend distributions 2,889 2,763 Total distributions to non-controlling unitholders $ 2,889 $ 2,777 |
Earnings Per Share and Dividend
Earnings Per Share and Dividends | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share and Dividends | |
Earnings Per Share and Dividends | 4. Earnings Per Share and Dividends Earnings Per Share 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 March 31, 2021 2020 Numerator Net income attributable to RE/MAX Holdings, Inc. $ 1,092 $ 2,631 Denominator for basic net income per share of Class A common stock Weighted average shares of Class A common stock outstanding 18,496,532 17,974,264 Denominator for diluted net income per share of Class A common stock Weighted average shares of Class A common stock outstanding 18,496,532 17,974,264 Add dilutive effect of the following: Restricted stock 370,195 59,367 Weighted average shares of Class A common stock outstanding, diluted 18,866,727 18,033,631 Earnings per share of Class A common stock Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock, basic $ 0.06 $ 0.15 Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock, diluted $ 0.06 $ 0.15 Outstanding Class B common stock does not share in the earnings of Holdings and is therefore not a participating security. Accordingly, basic and diluted net income per share of Class B common stock has not been presented. Dividends Dividends declared and paid during each quarter ended per share on all outstanding shares of Class A common stock were as follows (in thousands, except per share information): Three Months Ended March 31, 2021 2020 Quarter end declared Date paid Per share Amount paid to Class A Amount paid to Non-controlling Date paid Per share Amount paid to Class A Amount paid to Non-controlling March 31 March 17, 2021 $ 0.23 $ 4,326 $ 2,889 March 18, 2020 $ 0.22 $ 3,986 $ 2,763 On May 5, 2021, the Company’s Board of Directors declared a quarterly dividend of $0.23 per share on all outstanding shares of Class A common stock, which is payable on June 2, 2021 to stockholders of record at the close of business on May 19, 2021. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2021 | |
Acquisitions | |
Acquisitions | 5. Acquisitions Gadberry & wemlo On September 10, 2020, the Company acquired The Gadberry Group, LLC (“Gadberry”) for $4.6 million in cash, net of cash acquired, and $5.5 million in Class A common stock, plus approximately $9.9 million of equity-based compensation, which will be accounted for as compensation expense in the future over two to three years (see Note 11, Equity-Based Compensation for additional information). In addition, the Company recorded a contingent consideration liability in connection with the purchase of Gadberry, which had an acquisition date fair value of $0.9 million, measured at the present value of the probability weighted consideration expected to be transferred. Gadberry is a location intelligence data company whose products have been instrumental in the success of the Company’s consumer website, www.remax.com . Founded in 2000, Gadberry specializes in building products that help clients solve geospatial challenges through location data. Gadberry plans to expand its non-RE/MAX clients while maintaining and enhancing its contributions to the RE/MAX technology offering. On August 25, 2020, the Company acquired Wemlo, Inc. (“wemlo”) for $6.1 million in cash, net of cash acquired, and $3.3 million in Class A common stock, plus approximately $6.7 million of equity-based compensation, which will be accounted for as compensation expense in the future over three years (see Note 11, Equity-Based Compensation for additional information). Wemlo is a fintech company that has developed its cloud service for mortgage brokers, combining third-party loan processing services with an all-in-one digital platform. The total purchase price for both of the aforementioned acquisitions was allocated to the assets and liabilities acquired based on their preliminary estimated fair values. The Company recorded $14.4 million in goodwill, virtually all of which is deductible for tax purposes, and $6.3 million in other intangibles as a result of these acquisitions. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2021 | |
Intangible Assets and Goodwill | |
Intangible Assets and Goodwill | 6. Intangible Assets and Goodwill The following table provides the components of the Company’s intangible assets (in thousands, except weighted average amortization period in years): Weighted Average As of March 31, 2021 As of December 31, 2020 Amortization Initial Accumulated Net Initial Accumulated Net Period Cost Amortization Balance Cost Amortization Balance Franchise agreements 12.6 $ 180,867 $ (112,530) $ 68,337 $ 180,867 $ (108,671) $ 72,196 Other intangible assets: Software (a) 4.5 $ 45,876 $ (21,519) $ 24,357 $ 44,389 $ (18,926) $ 25,463 Trademarks 8.3 2,325 (1,341) 984 2,325 (1,274) 1,051 Non-compete agreements 5.1 3,920 (3,110) 810 3,920 (2,814) 1,106 Training materials 5.0 2,400 (1,240) 1,160 2,400 (1,120) 1,280 Other 5.3 1,670 (697) 973 1,670 (601) 1,069 Total other intangible assets 4.7 $ 56,191 $ (27,907) $ 28,284 $ 54,704 $ (24,735) $ 29,969 (a) As of March 31, 2021 and December 31, 2020, capitalized software development costs of $1.6 million and $1.4 million, respectively, were related to technology projects not yet complete and ready for their intended use and thus were not subject to amortization. Amortization expense was $6.4 million and $5.9 million for the three months ended March 31, 2021 and 2020, respectively. The estimated future amortization expense related to intangible assets includes the estimated amortization expense associated with the Company’s intangible assets assumed with the Company’s acquisitions (in thousands): As of March 31, 2021: Remainder of 2021 $ 19,238 2022 23,444 2023 17,512 2024 14,513 2025 10,467 Thereafter 11,447 $ 96,621 The following table presents changes to goodwill by reportable segment (in thousands): Real Estate Mortgage Total Balance, January 1, 2021 157,202 18,633 175,835 Purchase price adjustments 133 — 133 Effect of changes in foreign currency exchange rates 40 — 40 Balance, March 31, 2021 $ 157,375 $ 18,633 $ 176,008 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Accrued Liabilities. | |
Accrued Liabilities | 7. Accrued Liabilities Accrued liabilities consist of the following (in thousands): March 31, 2021 December 31, 2020 Marketing Funds (a) $ 50,675 $ 48,452 Accrued payroll and related employee costs 7,101 10,692 Accrued taxes 2,019 2,491 Accrued professional fees 2,545 1,806 Other 4,868 5,130 $ 67,208 $ 68,571 (a) Consists primarily of liabilities recognized to reflect the contractual restriction that all funds collected in the Marketing Funds must be spent for designated purposes. See Note 2, Summary of Significant Accounting Policies for additional information. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt | |
Debt | 8. Debt Debt, net of current portion, consists of the following (in thousands): March 31, 2021 December 31, 2020 Senior Secured Credit Facility $ 224,425 $ 225,013 Other long-term financing 6 78 Less unamortized debt issuance costs (809) (882) Less unamortized debt discount costs (590) (644) Less current portion (2,356) (2,428) $ 220,676 $ 221,137 Maturities of debt are as follows (in thousands): As of March 31, 2021 Remainder of 2021 $ 1,768 2022 2,350 2023 220,313 $ 224,431 Senior Secured Credit Facility The Senior Secured Credit Facility consists of a $235.0 million term loan facility which matures on December 15, 2023 and a $10.0 million revolving loan facility which must be repaid on December 15, 2021. As of March 31, 2021, the Company had no revolving loans outstanding under its Senior Secured Credit Facility and the interest rate on the term loan facility was 3.5% . |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Fair Value Measurements | 9. Fair Value Measurements Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, the Company follows a three-tier fair value hierarchy, which is described in detail in the 2020 Annual Report on Form 10-K. A summary of the Company’s liabilities measured at fair value on a recurring basis is as follows (in thousands): As of March 31, 2021 As of December 31, 2020 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Liabilities Motto contingent consideration $ 4,700 $ — $ — $ 4,700 $ 4,750 $ — $ — $ 4,750 Gadberry contingent consideration 1,360 — — 1,360 1,590 — — 1,590 Contingent consideration (a) $ 6,060 $ — $ — $ 6,060 $ 6,340 $ — $ — $ 6,340 (a) Recorded as a component of “Accrued liabilities” and “Other liabilities, net of current portion” in the accompanying Condensed Consolidated Balance Sheets. The Company is required to pay additional purchase consideration totaling 8% of gross receipts collected by Motto each year (the “Revenue Share Year”) through September 30, 2026, with no limitation as to the maximum payout. The annual payment is required to be made within 120 days of the end of each Revenue Share Year. The fair value of the contingent purchase consideration represents the forecasted discounted cash payments that the Company expects to pay. Increases or decreases in the fair value of the contingent purchase consideration can result from changes in discount rates as well as the timing and amount of forecasted revenues. The forecasted revenue growth assumption that is most sensitive is the assumed franchise sales count for which the forecast assumes between 70 and 80 franchises sold annually. This assumption is based on historical sales and an assumption of growth over time. A 10% reduction in the number of franchise sales would decrease the liability by $0.2 million. A 1% change to the discount rate applied to the forecast changes the liability by approximately $0.1 million. As of March 31, 2021, contingent consideration also includes an amount recognized in connection with the acquisition of Gadberry (see Note 6, Acquisitions, for more information on this acquisition).The Company measures these liabilities each reporting period and recognizes changes in fair value, if any, in “Selling, operating and administrative expenses” in the accompanying Condensed Consolidated Statements of Income. The table below presents a reconciliation of the contingent consideration (in thousands): Total Balance at January 1, 2021 $ 6,340 Fair value adjustments (280) Cash payments — Balance at March 31, 2021 $ 6,060 The following table summarizes the carrying value and estimated fair value of the Senior Secured Credit Facility (in thousands): March 31, 2021 December 31, 2020 Carrying Fair Value Carrying Fair Value Senior Secured Credit Facility $ 223,026 $ 223,303 $ 223,487 $ 223,887 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Taxes | |
Income Taxes | 10. Income Taxes The “Provision for income taxes” in the accompanying Condensed Consolidated Statements of Income is based on an estimate of the Company’s annualized effective income tax rate. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Equity-Based Compensation | |
Equity-Based Compensation | 11. Equity-Based Compensation Employee equity-based compensation expense under the RE/MAX Holdings, Inc. 2013 Omnibus Incentive Plan (the “Incentive Plan”), net of the amount capitalized in internally developed software, is as follows (in thousands): Three Months Ended March 31, 2021 2020 Expense from time-based awards (a)(b) $ 9,821 $ 2,137 Expense from performance-based awards (a)(c) 796 81 Expense from bonus to be settled in shares (d) 1,437 — Equity-based compensation capitalized — (32) Equity-based compensation expense $ 12,054 $ 2,186 (a) Includes awards granted to booj, First, wemlo and Gadberry employees and former owners at the time of acquisition. (b) During the three months ended March 31, 2021, the Company recognized $5.5 million of expense as a result of the acceleration of significant grants that were issued to two employees of an acquired company who departed during the period. (c) Expense recognized for performance-based awards is re-assessed each quarter based on expectations of achievement against the performance conditions. (d) A portion of the annual corporate bonus earned is to be settled in shares. These amounts are recognized as “Accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets and are not included in “Additional paid-in capital” until the shares are issued. Time-based Restricted Stock The following table summarizes equity-based compensation activity related to time-based restricted stock units and restricted stock awards: Shares Weighted average Balance, January 1, 2021 1,018,008 $ 36.74 Granted 240,101 $ 41.72 Shares vested (including tax withholding) (a) (410,418) $ 38.42 Forfeited (13,347) $ 37.88 Balance, March 31, 2021 834,344 $ 37.33 (a) Pursuant to the terms of the Incentive Plan, shares withheld by the Company for the payment of the employee's tax withholding related to shares vesting are added back to the pool of shares available for future awards. As of March 31, 2021, there was $24.9 million of total unrecognized expense. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.9 years. Performance-based Restricted Stock As discussed in more detail in the Company’s Annual Report on Form 10-K, the Company has historically issued performance-based restricted stock awards (PSUs) that contained revenue performance targets and relative total shareholder return (rTSR) targets, both measured over a 3 -year performance period. In 2021, the Company changed the structure of its PSUs by issuing awards with only a revenue target and eliminated the rTSR component. Additionally, the revenue target will be measured over three distinct 1-year performance periods, with the target determined near the beginning of each performance period. As a result, the target for 2021 has been determined but will be determined subsequently for 2022 and 2023. These awards cliff-vest at the end of a 3 -year period, although the amount of shares that may be earned is fixed after each 1-year performance period ends and performance against target for that period is measured. As with prior revenue performance awards, the Company’s expense will be adjusted based on the estimated achievement of revenue versus each target. Because the performance targets for the 1-year periods in 2022 and 2023 have not yet been determined, they do not yet have a grant date under GAAP and are therefore excluded from the table below. The following table summarizes equity-based compensation activity related to performance-based restricted stock units: Shares Weighted average Balance, January 1, 2021 281,735 $ 32.34 Granted (a) 55,229 $ 41.72 Forfeited (2,573) $ 28.29 Balance, March 31, 2021 334,391 $ 33.92 (a) Represents the total participant target award. As of March 31, 2021, there was $5.8 million of total unrecognized expense. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.9 years. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies | |
Commitments and Contingencies | 12. Commitments and Contingencies A number of putative class action complaints are pending against the National Association of Realtors (“NAR”), Realogy Holdings Corp., HomeServices of America, Inc., RE/MAX, LLC and Keller Williams Realty, Inc. The first was filed on March 6, 2019, by plaintiff Christopher Moehrl in the United States District Court for the Northern District of Illinois. The second was filed in the same court on April 15, 2019, by plaintiff Sawbill Strategic, Inc. These two actions have now been consolidated (the “Moehrl Action”). Similar actions have been filed in federal courts: a) by Joshua Sitzer and other plaintiffs in the Western District of Missouri (the “Sitzer Action”); b) by Mark Rubenstein and Jeffery Nolan in the District of Connecticut (the “Rubenstein Action”); c) by plaintiffs Gary Bauman, Mary Jane Bauman, and Jennifer Nosalek in the District of Massachusetts (the “Bauman Action”); d) by plaintiff Judah Leeder in the Northern District of Illinois (the “Leeder Action”) and e) by plaintiff Alfio Conti in the Northern District of California (the “Conti Action”). The complaints make substantially similar allegations and seek substantially similar relief. For convenience, all of these lawsuits are collectively referred to as the “Moehrl-related suits.” In the Moehrl Action, the plaintiffs allege that a NAR rule requires brokers to make a blanket, non-negotiable offer of buyer broker compensation when listing a property, resulting in inflated costs to sellers in violation of federal antitrust law. They further allege that certain defendants use their agreements with franchisees to require adherence to the NAR rule in violation of federal antitrust law. Amended complaints added allegations regarding buyer steering and non-disclosure of buyer-broker compensation to the buyer. While similar to the Moehrl Action, various other lawsuits: allege violations of the Missouri Merchandising Practices Act (the Sitzer Action); include a multiple listing service (MLS) defendant (the Bauman Action); allege state antitrust violations (the Sitzer Action, Bauman Action, and Conti Action); allege harm to home buyers rather than sellers (the Rubenstein Action, Leeder Action, and Conti Action); allege unjust enrichment (the Leeder Action and Conti Action) or unfair competition (the Conti Action); and/or allege violations of the Racketeer Influenced and Corrupt Organizations Act (RICO) rather than antitrust law (the Rubenstein Action). Among other requested relief, plaintiffs seek damages against the defendants and injunctive relief. The Company intends to vigorously defend against all claims. The Company may become involved in additional litigation or other legal proceedings concerning the same or similar claims. We are unable to predict whether resolution of these matters would have a material effect on our financial position or results of operations. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Information | |
Segment Information | 13. Segment Information The Company operates under the following four operating segments: Real Estate, Mortgage, Marketing Funds and booj. Due to quantitative insignificance, the booj operating segment does not meet the criteria of a reportable segment and is included in “Other”. Mortgage does not meet the quantitative significance test; however, management has chosen to report results for the segment as it believes it will be a key driver of future success for Holdings. Management evaluates the operating results of its segments based upon revenue and adjusted earnings before interest, the provision for income taxes, depreciation and amortization and other non-cash and non-recurring cash charges or other items (“Adjusted EBITDA”). The Company’s presentation of Adjusted EBITDA may not be comparable to similar measures used by other companies. Except for the adjustments identified below in arriving at Adjusted EBITDA, the accounting policies of the reportable segments are the same as those described in the Company’s 2020 Annual Report on Form 10-K. The following table presents revenue from external customers by segment (in thousands): Three Months Ended March 31, 2021 2020 Continuing franchise fees $ 23,609 $ 22,877 Annual dues 8,672 8,921 Broker fees 11,953 9,444 Franchise sales and other revenue 6,920 8,663 Total Real Estate 51,154 49,905 Continuing franchise fees 1,765 1,266 Franchise sales and other revenue 558 192 Total Mortgage 2,323 1,458 Marketing Funds fees 18,145 17,522 Other 673 1,387 Total revenue $ 72,295 $ 70,272 The following table presents a reconciliation of Adjusted EBITDA by segment to income before provision for income taxes (in thousands): Three Months Ended March 31, 2021 2020 Adjusted EBITDA: Real Estate $ 24,420 $ 20,731 Adjusted EBITDA: Mortgage (1,150) (578) Adjusted EBITDA: Other (110) (614) Adjusted EBITDA: Consolidated 23,160 19,539 Gain (loss) on sale or disposition of assets, net 11 11 Equity-based compensation expense (12,054) (2,186) Acquisition-related expense (a) (943) (566) Gain on reduction in tax receivable agreement liability — 500 Fair value adjustments to contingent consideration (b) 280 505 Interest income 163 269 Interest expense (2,098) (2,682) Depreciation and amortization (6,937) (6,310) Income before provision for income taxes $ 1,582 $ 9,080 (a) Acquisition-related expense includes personnel, legal, accounting, advisory and consulting fees incurred in connection with acquisition activities and integration of acquired companies. (b) Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities. See Note 9, Fair Value Measurements for additional information . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying Condensed Consolidated Balance Sheet at December 31, 2020, which was derived from the audited consolidated financial statements at that date, and the unaudited interim condensed consolidated financial statements and notes thereto have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”). 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 Holdings and its consolidated 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 March 31, 2021 and the results of its operations and comprehensive income, cash flows and changes in its stockholders’ equity for the three months ended March 31, 2021 and 2020. Interim results may not be indicative of full-year performance. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements within the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (“2020 Annual Report on Form 10-K”). Please refer to that document for a fuller discussion of all significant accounting policies. |
Use of Estimates | Use of Estimates The preparation of the accompanying 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 the disclosure of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Segment Reporting | Segment Reporting The Company operates under the following four operating segments: Real Estate, Mortgage, Marketing Funds and booj. Due to quantitative insignificance, the booj operating segment does not meet the criteria of a reportable segment and is included in “Other”. |
Revenue Recognition | Revenue Recognition The Company generates most of its revenue from contracts with customers. The Company’s major streams of revenue are: ● Continuing franchise fees, which are fixed contractual fees paid monthly by regional franchise owners and franchisees based on the number of RE/MAX agents and the number of Motto offices. ● Annual dues, which are fees charged directly to RE/MAX agents. ● Broker fees, which are fees on real estate commissions when a RE/MAX agent assists a consumer to buy or sell a home. ● Marketing Funds fees, which are fixed contractual fees paid monthly by franchisees based on the number of RE/MAX agents in the respective franchised region or office or the number of Motto offices. ● Franchise sales and other revenue, which consist of fees from initial sales of RE/MAX and Motto franchises, renewals of RE/MAX franchises and master franchise fees, as well as technology and data services subscription revenue, loan processing revenue, preferred marketing arrangements, approved supplier programs and event-based revenue from training and other programs. Annual Dues The activity in the Company’s deferred revenue for annual dues consists of the following (in thousands): Balance at New billings Revenue recognized (a) Balance at end Three Months Ended March 31, 2021 $ 14,539 $ 10,277 $ (8,672) $ 16,144 (a) Revenue recognized related to the beginning balance was $6.3 million for the three months ended March 31, 2021. Franchise Sales The activity in the Company’s franchise sales deferred revenue accounts consists of the following (in thousands): Balance at New billings Revenue recognized (a) Balance at end Three Months Ended March 31, 2021 $ 25,069 $ 2,005 $ (2,349) $ 24,725 (a) Revenue recognized related to the beginning balance was $2.3 million for the three months ended March 31, 2021. Commissions Related to Franchise Sales Commissions paid on franchise sales are recognized as an asset and amortized over the contract life of the franchise agreement. The activity in the Company’s capitalized contract costs for commissions (which are included in “other current assets” and “other assets, net of current portion” on the Condensed Consolidated Balance Sheets) consist of the following (in thousands): Balance at Expense Additions to contract Balance at end Three Months Ended March 31, 2021 $ 3,690 $ (421) $ 320 $ 3,589 Disaggregated Revenue In the following table, segment revenue is disaggregated by Company-Owned or Independent Regions, where applicable, and by geographical area (in thousands): Three Months Ended March 31, 2021 2020 U.S. Company-Owned Regions $ 32,546 $ 30,578 U.S. Independent Regions 3,288 2,996 Canada Company-Owned Regions 3,554 3,081 Canada Independent Regions 2,205 2,039 Global 2,641 2,548 Fee revenue (a) 44,234 41,242 Franchise sales and other revenue (b) 6,920 8,663 Total Real Estate 51,154 49,905 U.S. 16,182 15,651 Canada 1,737 1,655 Global 226 216 Total Marketing Funds 18,145 17,522 Mortgage (c) 2,323 1,458 Other (c) 673 1,387 Total $ 72,295 $ 70,272 (a) Fee revenue includes Continuing franchise fees, Annual dues and Broker fees. (b) Franchise sales and other revenue is derived primarily within the U.S. (c) Revenue from Mortgage and Other are derived exclusively within the U.S. Transaction Price Allocated to the Remaining Performance Obligations The following table includes estimated revenue by year, excluding certain other immaterial items, expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands): Remainder of 2021 2022 2023 2024 2025 2026 Thereafter Total Annual dues $ 15,373 $ 771 $ — $ — $ — $ — $ — $ 16,144 Franchise sales 5,244 5,898 4,533 3,300 2,023 1,049 2,678 24,725 Total $ 20,617 $ 6,669 $ 4,533 $ 3,300 $ 2,023 $ 1,049 $ 2,678 $ 40,869 |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash All cash held by the Marketing Funds is contractually restricted. The following table reconciles the amounts presented for cash, both unrestricted and restricted, in the Condensed Consolidated Balance Sheets to the amounts presented in the Condensed Consolidated Statements of Cash Flows (in thousands): March 31, 2021 December 31, 2020 Cash and cash equivalents $ 102,632 $ 101,355 Restricted cash 21,500 19,872 Total cash, cash equivalents and restricted cash $ 124,132 $ 121,227 |
Services Provided to the Marketing Funds by Real Estate | Services Provided to the Marketing Funds by Real Estate Real Estate charges the Marketing Funds for various services it performs. These services primarily comprise (a) building and maintaining agent marketing technology, including customer relationship management tools, the www.remax.com website, agent, office and team websites, and mobile apps, (b) dedicated employees focused on marketing campaigns, and (c) various administrative services including customer support of technology, accounting and legal. Because these costs are ultimately paid by the Marketing Funds, they do not impact the net income of Holdings as the Marketing Funds have no reported net income. Costs charged from Real Estate to the Marketing Funds are as follows (in thousands): Three Months Ended March 31, 2021 2020 Technology - operating $ 3,600 $ 2,971 Technology - capital 180 644 Marketing staff and administrative services 1,118 1,228 Total $ 4,898 $ 4,843 |
Leases | Leases The Company leases corporate offices, a distribution center, billboards and certain equipment. As all franchisees are independently owned and operated, there are no leases recognized for any offices used by the Company’s franchisees. All the Company’s material leases are classified as operating leases. The Company acts as the lessor for sublease agreements on its corporate headquarters, consisting solely of operating leases. The Company has made an accounting policy election not to recognize right-of-use assets and lease liabilities that arise from any of its short-term leases. All leases with a term of 12 months or less at commencement, for which the Company is not reasonably certain to exercise available renewal options that would extend the lease term past 12 months, will be recognized on a straight-line basis over the lease term. |
Leases | Leases The Company leases corporate offices, a distribution center, billboards and certain equipment. As all franchisees are independently owned and operated, there are no leases recognized for any offices used by the Company’s franchisees. All the Company’s material leases are classified as operating leases. The Company acts as the lessor for sublease agreements on its corporate headquarters, consisting solely of operating leases. The Company has made an accounting policy election not to recognize right-of-use assets and lease liabilities that arise from any of its short-term leases. All leases with a term of 12 months or less at commencement, for which the Company is not reasonably certain to exercise available renewal options that would extend the lease term past 12 months, will be recognized on a straight-line basis over the lease term. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements None. |
New Accounting Pronouncements Not Yet Adopted | New Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) , which contains temporary optional expedients and exceptions to the guidance in U.S. GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The new guidance is effective upon issuance and may be adopted on any date on or after March 12, 2020. The relief is temporary and only available until December 31, 2022, when the reference rate replacement activity is expected to have completed. The Company believes the amendments of ASU 2020-04 will not have a significant impact on the Company’s consolidated financial statements and related disclosures as the Company does not currently engage in interest rate hedging of its LIBOR based debt, nor does it believe it has any material contracts tied to LIBOR other than its Senior Secured Credit Agreement, as discussed in Note 8, Debt . An amendment to the Senior Secured Credit agreement will likely be required, but the Company does not expect any material adverse consequences from this transition . |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Schedule of Annual Dues Deferred Revenue | The activity in the Company’s deferred revenue for annual dues consists of the following (in thousands): Balance at New billings Revenue recognized (a) Balance at end Three Months Ended March 31, 2021 $ 14,539 $ 10,277 $ (8,672) $ 16,144 (a) Revenue recognized related to the beginning balance was $6.3 million for the three months ended March 31, 2021. |
Commissions related to franchise sales | The activity in the Company’s capitalized contract costs for commissions (which are included in “other current assets” and “other assets, net of current portion” on the Condensed Consolidated Balance Sheets) consist of the following (in thousands): Balance at Expense Additions to contract Balance at end Three Months Ended March 31, 2021 $ 3,690 $ (421) $ 320 $ 3,589 |
Schedule of disaggregated revenue | In the following table, segment revenue is disaggregated by Company-Owned or Independent Regions, where applicable, and by geographical area (in thousands): Three Months Ended March 31, 2021 2020 U.S. Company-Owned Regions $ 32,546 $ 30,578 U.S. Independent Regions 3,288 2,996 Canada Company-Owned Regions 3,554 3,081 Canada Independent Regions 2,205 2,039 Global 2,641 2,548 Fee revenue (a) 44,234 41,242 Franchise sales and other revenue (b) 6,920 8,663 Total Real Estate 51,154 49,905 U.S. 16,182 15,651 Canada 1,737 1,655 Global 226 216 Total Marketing Funds 18,145 17,522 Mortgage (c) 2,323 1,458 Other (c) 673 1,387 Total $ 72,295 $ 70,272 (a) Fee revenue includes Continuing franchise fees, Annual dues and Broker fees. (b) Franchise sales and other revenue is derived primarily within the U.S. (c) Revenue from Mortgage and Other are derived exclusively within the U.S. |
Schedule of transaction price allocated to the remaining performance obligations | The following table includes estimated revenue by year, excluding certain other immaterial items, expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands): Remainder of 2021 2022 2023 2024 2025 2026 Thereafter Total Annual dues $ 15,373 $ 771 $ — $ — $ — $ — $ — $ 16,144 Franchise sales 5,244 5,898 4,533 3,300 2,023 1,049 2,678 24,725 Total $ 20,617 $ 6,669 $ 4,533 $ 3,300 $ 2,023 $ 1,049 $ 2,678 $ 40,869 |
Schedule of reconciliation of cash, both unrestricted and restricted | The following table reconciles the amounts presented for cash, both unrestricted and restricted, in the Condensed Consolidated Balance Sheets to the amounts presented in the Condensed Consolidated Statements of Cash Flows (in thousands): March 31, 2021 December 31, 2020 Cash and cash equivalents $ 102,632 $ 101,355 Restricted cash 21,500 19,872 Total cash, cash equivalents and restricted cash $ 124,132 $ 121,227 |
Schedule of cost charges to intersegment | Costs charged from Real Estate to the Marketing Funds are as follows (in thousands): Three Months Ended March 31, 2021 2020 Technology - operating $ 3,600 $ 2,971 Technology - capital 180 644 Marketing staff and administrative services 1,118 1,228 Total $ 4,898 $ 4,843 |
Franchise sales | |
Schedule of contract liability | The activity in the Company’s franchise sales deferred revenue accounts consists of the following (in thousands): Balance at New billings Revenue recognized (a) Balance at end Three Months Ended March 31, 2021 $ 25,069 $ 2,005 $ (2,349) $ 24,725 (a) Revenue recognized related to the beginning balance was $2.3 million for the three months ended March 31, 2021. |
Non-controlling Interest (Table
Non-controlling Interest (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Noncontrolling Interest | |
Summary of Ownership of the Common Units | March 31, 2021 December 31, 2020 Shares Ownership % Shares Ownership % Non-controlling interest ownership of common units in RMCO 12,559,600 40.2 % 12,559,600 40.6 % Holdings outstanding Class A common stock (equal to Holdings common units in RMCO) 18,719,248 59.8 % 18,390,691 59.4 % Total common units in RMCO 31,278,848 100.0 % 30,950,291 100.0 % |
Reconciliation from Income Before Provision for Income Taxes to Net Income | Three Months Ended March 31, 2021 2020 RE/MAX Non-controlling Total RE/MAX Non-controlling Total Weighted average ownership percentage of RMCO(a) 59.6 % 40.4 % 100 % 58.9 % 41.1 % 100.0 % Income before provision for income taxes(a) $ 942 $ 640 $ 1,582 $ 5,552 $ 3,528 $ 9,080 Provision for income taxes(b)(c) 150 (92) 58 (2,921) (869) (3,790) Net income $ 1,092 $ 548 $ 1,640 $ 2,631 $ 2,659 $ 5,290 (a) The weighted average ownership percentage of RMCO differs from the allocation of income before provision for income taxes between RE/MAX Holdings and the non-controlling interest due to certain relatively insignificant items recorded at RE/MAX Holdings. (b) The provision for income taxes attributable to Holdings is primarily comprised of U.S. federal and state income taxes on its proportionate share of the flow-through income from RMCO. It also includes Holdings’ share of taxes directly incurred by RMCO and its subsidiaries, related primarily to tax liabilities in certain foreign jurisdictions. (c) The provision for income taxes attributable to the non-controlling interest represents its share of taxes related primarily to tax liabilities in certain foreign jurisdictions directly incurred by RMCO and its subsidiaries. Otherwise, because RMCO is a flow-through entity, there is no U.S. federal and state income tax provision recorded on the non-controlling interest. |
Distributions Paid or Payable | Three Months Ended March 31, 2021 2020 Tax and other distributions $ — $ 14 Dividend distributions 2,889 2,763 Total distributions to non-controlling unitholders $ 2,889 $ 2,777 |
Earnings Per Share and Divide_2
Earnings Per Share and Dividends (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share and Dividends | |
Reconciliation of Numerator and Denominator used in Basic and Diluted EPS Calculations | The following is a reconciliation of the numerator and denominator used in the basic and diluted EPS calculations (in thousands, except shares and per share information): Three Months Ended March 31, 2021 2020 Numerator Net income attributable to RE/MAX Holdings, Inc. $ 1,092 $ 2,631 Denominator for basic net income per share of Class A common stock Weighted average shares of Class A common stock outstanding 18,496,532 17,974,264 Denominator for diluted net income per share of Class A common stock Weighted average shares of Class A common stock outstanding 18,496,532 17,974,264 Add dilutive effect of the following: Restricted stock 370,195 59,367 Weighted average shares of Class A common stock outstanding, diluted 18,866,727 18,033,631 Earnings per share of Class A common stock Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock, basic $ 0.06 $ 0.15 Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock, diluted $ 0.06 $ 0.15 |
Schedule of Dividends Declared and Paid Quarterly per Share | Dividends declared and paid during each quarter ended per share on all outstanding shares of Class A common stock were as follows (in thousands, except per share information): Three Months Ended March 31, 2021 2020 Quarter end declared Date paid Per share Amount paid to Class A Amount paid to Non-controlling Date paid Per share Amount paid to Class A Amount paid to Non-controlling March 31 March 17, 2021 $ 0.23 $ 4,326 $ 2,889 March 18, 2020 $ 0.22 $ 3,986 $ 2,763 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Intangible Assets and Goodwill | |
Schedule of components of intangible assets | The following table provides the components of the Company’s intangible assets (in thousands, except weighted average amortization period in years): Weighted Average As of March 31, 2021 As of December 31, 2020 Amortization Initial Accumulated Net Initial Accumulated Net Period Cost Amortization Balance Cost Amortization Balance Franchise agreements 12.6 $ 180,867 $ (112,530) $ 68,337 $ 180,867 $ (108,671) $ 72,196 Other intangible assets: Software (a) 4.5 $ 45,876 $ (21,519) $ 24,357 $ 44,389 $ (18,926) $ 25,463 Trademarks 8.3 2,325 (1,341) 984 2,325 (1,274) 1,051 Non-compete agreements 5.1 3,920 (3,110) 810 3,920 (2,814) 1,106 Training materials 5.0 2,400 (1,240) 1,160 2,400 (1,120) 1,280 Other 5.3 1,670 (697) 973 1,670 (601) 1,069 Total other intangible assets 4.7 $ 56,191 $ (27,907) $ 28,284 $ 54,704 $ (24,735) $ 29,969 (a) As of March 31, 2021 and December 31, 2020, capitalized software development costs of $1.6 million and $1.4 million, respectively, were related to technology projects not yet complete and ready for their intended use and thus were not subject to amortization. |
Schedule of estimated future amortization of intangible assets, other than goodwill | The estimated future amortization expense related to intangible assets includes the estimated amortization expense associated with the Company’s intangible assets assumed with the Company’s acquisitions (in thousands): As of March 31, 2021: Remainder of 2021 $ 19,238 2022 23,444 2023 17,512 2024 14,513 2025 10,467 Thereafter 11,447 $ 96,621 |
Schedule of changes to goodwill | The following table presents changes to goodwill by reportable segment (in thousands): Real Estate Mortgage Total Balance, January 1, 2021 157,202 18,633 175,835 Purchase price adjustments 133 — 133 Effect of changes in foreign currency exchange rates 40 — 40 Balance, March 31, 2021 $ 157,375 $ 18,633 $ 176,008 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accrued Liabilities. | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): March 31, 2021 December 31, 2020 Marketing Funds (a) $ 50,675 $ 48,452 Accrued payroll and related employee costs 7,101 10,692 Accrued taxes 2,019 2,491 Accrued professional fees 2,545 1,806 Other 4,868 5,130 $ 67,208 $ 68,571 (a) Consists primarily of liabilities recognized to reflect the contractual restriction that all funds collected in the Marketing Funds must be spent for designated purposes. See Note 2, Summary of Significant Accounting Policies for additional information. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt | |
Schedule of debt | Debt, net of current portion, consists of the following (in thousands): March 31, 2021 December 31, 2020 Senior Secured Credit Facility $ 224,425 $ 225,013 Other long-term financing 6 78 Less unamortized debt issuance costs (809) (882) Less unamortized debt discount costs (590) (644) Less current portion (2,356) (2,428) $ 220,676 $ 221,137 |
Schedule of Maturities of Debt | Maturities of debt are as follows (in thousands): As of March 31, 2021 Remainder of 2021 $ 1,768 2022 2,350 2023 220,313 $ 224,431 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Measurements | |
Liabilities measured at fair value on a recurring basis | A summary of the Company’s liabilities measured at fair value on a recurring basis is as follows (in thousands): As of March 31, 2021 As of December 31, 2020 Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3 Liabilities Motto contingent consideration $ 4,700 $ — $ — $ 4,700 $ 4,750 $ — $ — $ 4,750 Gadberry contingent consideration 1,360 — — 1,360 1,590 — — 1,590 Contingent consideration (a) $ 6,060 $ — $ — $ 6,060 $ 6,340 $ — $ — $ 6,340 (a) Recorded as a component of “Accrued liabilities” and “Other liabilities, net of current portion” in the accompanying Condensed Consolidated Balance Sheets. |
Reconciliation of the contingent consideration | The table below presents a reconciliation of the contingent consideration (in thousands): Total Balance at January 1, 2021 $ 6,340 Fair value adjustments (280) Cash payments — Balance at March 31, 2021 $ 6,060 |
Summary of carrying value and fair value of senior secured credit facility | The following table summarizes the carrying value and estimated fair value of the Senior Secured Credit Facility (in thousands): March 31, 2021 December 31, 2020 Carrying Fair Value Carrying Fair Value Senior Secured Credit Facility $ 223,026 $ 223,303 $ 223,487 $ 223,887 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Employee Stock-Based Compensation Expense | Employee equity-based compensation expense under the RE/MAX Holdings, Inc. 2013 Omnibus Incentive Plan (the “Incentive Plan”), net of the amount capitalized in internally developed software, is as follows (in thousands): Three Months Ended March 31, 2021 2020 Expense from time-based awards (a)(b) $ 9,821 $ 2,137 Expense from performance-based awards (a)(c) 796 81 Expense from bonus to be settled in shares (d) 1,437 — Equity-based compensation capitalized — (32) Equity-based compensation expense $ 12,054 $ 2,186 (a) Includes awards granted to booj, First, wemlo and Gadberry employees and former owners at the time of acquisition. (b) During the three months ended March 31, 2021, the Company recognized $5.5 million of expense as a result of the acceleration of significant grants that were issued to two employees of an acquired company who departed during the period. (c) Expense recognized for performance-based awards is re-assessed each quarter based on expectations of achievement against the performance conditions. (d) A portion of the annual corporate bonus earned is to be settled in shares. These amounts are recognized as “Accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets and are not included in “Additional paid-in capital” until the shares are issued. |
Time-based awards | |
Restricted Stock Units | Shares Weighted average Balance, January 1, 2021 1,018,008 $ 36.74 Granted 240,101 $ 41.72 Shares vested (including tax withholding) (a) (410,418) $ 38.42 Forfeited (13,347) $ 37.88 Balance, March 31, 2021 834,344 $ 37.33 (a) Pursuant to the terms of the Incentive Plan, shares withheld by the Company for the payment of the employee's tax withholding related to shares vesting are added back to the pool of shares available for future awards. |
Performance-based awards | |
Restricted Stock Units | Shares Weighted average Balance, January 1, 2021 281,735 $ 32.34 Granted (a) 55,229 $ 41.72 Forfeited (2,573) $ 28.29 Balance, March 31, 2021 334,391 $ 33.92 (a) Represents the total participant target award. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Information | |
Schedule of Revenue from External Customers By Segment | Three Months Ended March 31, 2021 2020 Continuing franchise fees $ 23,609 $ 22,877 Annual dues 8,672 8,921 Broker fees 11,953 9,444 Franchise sales and other revenue 6,920 8,663 Total Real Estate 51,154 49,905 Continuing franchise fees 1,765 1,266 Franchise sales and other revenue 558 192 Total Mortgage 2,323 1,458 Marketing Funds fees 18,145 17,522 Other 673 1,387 Total revenue $ 72,295 $ 70,272 |
Schedule of Revenue and Adjusted EBITDA of the Company's Reportable Segment | The following table presents a reconciliation of Adjusted EBITDA by segment to income before provision for income taxes (in thousands): Three Months Ended March 31, 2021 2020 Adjusted EBITDA: Real Estate $ 24,420 $ 20,731 Adjusted EBITDA: Mortgage (1,150) (578) Adjusted EBITDA: Other (110) (614) Adjusted EBITDA: Consolidated 23,160 19,539 Gain (loss) on sale or disposition of assets, net 11 11 Equity-based compensation expense (12,054) (2,186) Acquisition-related expense (a) (943) (566) Gain on reduction in tax receivable agreement liability — 500 Fair value adjustments to contingent consideration (b) 280 505 Interest income 163 269 Interest expense (2,098) (2,682) Depreciation and amortization (6,937) (6,310) Income before provision for income taxes $ 1,582 $ 9,080 (a) Acquisition-related expense includes personnel, legal, accounting, advisory and consulting fees incurred in connection with acquisition activities and integration of acquired companies. (b) Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities. See Note 9, Fair Value Measurements for additional information . |
Business and Organization (Deta
Business and Organization (Details) | 3 Months Ended |
Mar. 31, 2021countryOfficeitem | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |
Percentage of Company consisting of franchises | 100.00% |
Minimum | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |
Number of agents | item | 140,000 |
Number of offices | Office | 8,000 |
Number of countries in which entity operates | country | 110 |
Mortgage | |
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | |
Percentage of Company consisting of franchises | 100.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Deferred Revenue (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)segment | |
Disaggregation of Revenue [Line Items] | |
Number of operating segments | segment | 4 |
Annual dues | |
Disaggregation of Revenue [Line Items] | |
Balance at beginning of period | $ 14,539 |
New billings | 10,277 |
Revenue recognized | (8,672) |
Balance at the end of period | 16,144 |
Franchise sales | |
Disaggregation of Revenue [Line Items] | |
Balance at beginning of period | 25,069 |
New billings | 2,005 |
Revenue recognized | (2,349) |
Balance at the end of period | 24,725 |
Annual dues | |
Disaggregation of Revenue [Line Items] | |
Revenue recognized related to the beginning balance | (6,300) |
Franchise sales | |
Disaggregation of Revenue [Line Items] | |
Revenue recognized related to the beginning balance | $ (2,300) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Commissions Related to Franchise Sales (Details) - Commissions Related to Franchise Sales $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Capitalized Contract Cost [Line Items] | |
Balance at beginning of period | $ 3,690 |
Expense recognized | (421) |
Additions to contract cost for new activity | 320 |
Balance at end of period | $ 3,589 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Disaggregated revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 72,295 | $ 70,272 |
Franchise sales and other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 8,151 | 10,242 |
Total Real Estate | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 51,154 | 49,905 |
Total Real Estate | Fee revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 44,234 | 41,242 |
Total Real Estate | Franchise sales and other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 6,920 | 8,663 |
Total Marketing Funds | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 18,145 | 17,522 |
Mortgage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,323 | 1,458 |
Mortgage | Franchise sales and other revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 558 | 192 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 673 | 1,387 |
U.S. | Company -Owned Regions | Fee revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 32,546 | 30,578 |
U.S. | Independent Regions | Fee revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,288 | 2,996 |
U.S. | Total Marketing Funds | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 16,182 | 15,651 |
U.S. | Mortgage | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,323 | 1,458 |
U.S. | Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 673 | 1,387 |
Canada | Company -Owned Regions | Fee revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 3,554 | 3,081 |
Canada | Independent Regions | Fee revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,205 | 2,039 |
Canada | Total Marketing Funds | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 1,737 | 1,655 |
Global | Global. | Fee revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 2,641 | 2,548 |
Global | Total Marketing Funds | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 226 | $ 216 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Transaction Price (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Annual Dues And Franchise Sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 40,869 |
Annual dues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | 16,144 |
Franchise sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | 24,725 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | Annual Dues And Franchise Sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 20,617 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | Annual dues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 15,373 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | Franchise sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | 5,244 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Annual Dues And Franchise Sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 6,669 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Annual dues | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 771 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Franchise sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | 5,898 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Annual Dues And Franchise Sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 4,533 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Franchise sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 4,533 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Annual Dues And Franchise Sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 3,300 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Franchise sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 3,300 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Annual Dues And Franchise Sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 2,023 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Franchise sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 2,023 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Annual Dues And Franchise Sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 1,049 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Franchise sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 1,049 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Annual Dues And Franchise Sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 2,678 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period 1 | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Franchise sales | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation revenue | $ 2,678 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Cash, Cash Equivalents and Restricted Cash | ||||
Cash and cash equivalents | $ 102,632 | $ 101,355 | ||
Restricted cash | 21,500 | 19,872 | ||
Total cash, cash equivalents and restricted cash | 124,132 | 121,227 | $ 105,100 | $ 103,601 |
Marketing funds | ||||
Cash, Cash Equivalents and Restricted Cash | ||||
Cash and cash equivalents | 102,632 | 101,355 | ||
Restricted cash | 21,500 | 19,872 | ||
Total cash, cash equivalents and restricted cash | $ 124,132 | $ 121,227 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Services Provided to Marketing Funds by RE/MAX Franchising (Details) - Marketing funds - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cost charges | $ 4,898 | $ 4,843 |
Technology - operating | ||
Cost charges | 3,600 | 2,971 |
Technology - capital | ||
Cost charges | 180 | 644 |
Marketing staff and administrative services | ||
Cost charges | $ 1,118 | $ 1,228 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Leases (Details) | Mar. 31, 2021lease |
Leases | |
Number of franchisees' leases recognized by the Company | 0 |
Non-controlling Interest - Owne
Non-controlling Interest - Ownership of common units in RMCO (Details) - RMCO, LLC - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Shares | ||
Holdings outstanding Class A common stock (equal to Holdings common units in RMCO) | 18,719,248 | 18,390,691 |
Total number of common stock units in RMCO | 31,278,848 | 30,950,291 |
Ownership Percentage | ||
Holdings outstanding Class A common stock (equal to Holdings common units in RMCO) (as a percentage) | 59.80% | 59.40% |
Total percentage of common stock units | 100.00% | 100.00% |
RIHI | ||
Shares | ||
Non-controlling interest ownership of common units in RMCO | 12,559,600 | 12,559,600 |
Ownership Percentage | ||
Non-controlling interest ownership of common units in RMCO (as a percentage) | 40.20% | 40.60% |
Non-controlling Interest - Net
Non-controlling Interest - Net income reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Minority Interest [Line Items] | |||
Income before provision for income taxes - parent | $ 942 | $ 5,552 | |
Income before provision for income taxes: Non-controlling interest | 640 | 3,528 | |
Income before provision for income taxes | 1,582 | 9,080 | |
Provision for income taxes attributable to RE/MAX Holdings, Inc. | 150 | (2,921) | |
Provision for income taxes: Non-controlling interest | (92) | (869) | |
Provision for income taxes | 58 | (3,790) | |
Net income attributable to RE/MAX Holdings, Inc. | 1,092 | 2,631 | |
Net income: Non-controlling interest | 548 | 2,659 | |
Net income | $ 1,640 | 5,290 | |
RMCO, LLC | |||
Minority Interest [Line Items] | |||
Parent economic interest in RMCO (as a percentage) | 59.80% | 59.40% | |
Net income attributable to RE/MAX Holdings, Inc. | $ 1,092 | $ 2,631 | |
RMCO, LLC | Weighted Average | |||
Minority Interest [Line Items] | |||
Parent economic interest in RMCO (as a percentage) | 59.60% | 58.90% | |
Total (as a percentage) | 100.00% | 100.00% | |
RIHI | RMCO, LLC | |||
Minority Interest [Line Items] | |||
Weighted average ownership of non-controlling interest (as a percentage) | 40.20% | 40.60% | |
RIHI | RMCO, LLC | Weighted Average | |||
Minority Interest [Line Items] | |||
Weighted average ownership of non-controlling interest (as a percentage) | 40.40% | 41.10% |
Non-controlling Interest - Dist
Non-controlling Interest - Distributions Paid or Payable (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Dividends Payable [Line Items] | ||
Distributions paid or payable to or on behalf of non-controlling unitholders | $ 2,889 | $ 2,777 |
Tax and other distributions | ||
Dividends Payable [Line Items] | ||
Distributions paid or payable to or on behalf of non-controlling unitholders | 14 | |
Dividend distributions | ||
Dividends Payable [Line Items] | ||
Distributions paid or payable to or on behalf of non-controlling unitholders | $ 2,889 | $ 2,763 |
Earnings Per Share and Divide_3
Earnings Per Share and Dividends - Reconciliation of the numerator and denominator used in basic and diluted EPS calculations (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator | ||
Net income attributable to RE/MAX Holdings, Inc. | $ 1,092 | $ 2,631 |
RMCO, LLC | ||
Numerator | ||
Net income attributable to RE/MAX Holdings, Inc. | $ 1,092 | $ 2,631 |
Common Class A | ||
Denominator for basic net income per share of Class A common stock | ||
Weighted average shares of Class A common stock outstanding | 18,496,532 | 17,974,264 |
Denominator for diluted net income per share of Class A common stock | ||
Weighted average shares of Class A common stock outstanding | 18,496,532 | 17,974,264 |
Add dilutive effect of the following: | ||
Weighted average shares of Class A common stock outstanding, diluted | 18,866,727 | 18,033,631 |
Earnings per share of Class A common stock | ||
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock, basic | $ 0.06 | $ 0.15 |
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock, diluted | $ 0.06 | $ 0.15 |
Restricted stock | ||
Add dilutive effect of the following: | ||
Restricted stock | 370,195 | 59,367 |
Earnings Per Share and Divide_4
Earnings Per Share and Dividends - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | May 05, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Dividends Payable [Line Items] | |||
Dividends to Class A common stockholders | $ 4,326 | $ 3,986 | |
Common Class A | |||
Dividends Payable [Line Items] | |||
Cash dividends declared per share of Class A common stock | $ 0.23 | $ 0.22 | |
Quarterly dividend | |||
Dividends Payable [Line Items] | |||
Dividend to Non-controlling unitholders | $ 2,889 | $ 2,763 | |
Quarterly dividend | Common Class A | |||
Dividends Payable [Line Items] | |||
Cash dividends declared per share of Class A common stock | $ 0.23 | $ 0.22 | |
Dividends to Class A common stockholders | $ 4,326 | $ 3,986 | |
Quarterly dividend | Common Class A | Subsequent Event | |||
Dividends Payable [Line Items] | |||
Cash dividends declared per share of Class A common stock | $ 0.23 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Sep. 10, 2020 | Aug. 25, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Purchase Price Allocation | ||||
Goodwill | $ 176,008 | $ 175,835 | ||
Gadberry | ||||
Business Acquisition [Line Items] | ||||
Cash consideration, net of cash acquired | $ 4,600 | |||
Maximum amount of equity based compensation to be earned over time | 9,900 | |||
Equity-based compensation, value | $ 900 | |||
Gadberry | Minimum | ||||
Business Acquisition [Line Items] | ||||
Period over which equity based compensation will be accounted for into the future (in years) | 2 years | |||
Gadberry | Maximum | ||||
Business Acquisition [Line Items] | ||||
Period over which equity based compensation will be accounted for into the future (in years) | 3 years | |||
Gadberry | Common Class A | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred, stock | $ 5,500 | |||
Wemlo | ||||
Business Acquisition [Line Items] | ||||
Cash consideration, net of cash acquired | $ 6,100 | |||
Maximum amount of equity based compensation to be earned over time | $ 6,700 | |||
Period over which equity based compensation will be accounted for into the future (in years) | 3 years | |||
Purchase Price Allocation | ||||
Other intangible assets | $ 6,300 | |||
Goodwill | 14,400 | |||
Wemlo | Common Class A | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred, stock | $ 3,300 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Components of Company's Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | |||
Net Balance | $ 68,337 | $ 72,196 | |
Net Balance | 28,284 | 29,969 | |
Amortization expense | 6,400 | $ 5,900 | |
Franchise agreements | |||
Finite Lived Intangible Assets [Line Items] | |||
Initial Cost | 180,867 | 180,867 | |
Accumulated Amortization | (112,530) | (108,671) | |
Net Balance | $ 68,337 | 72,196 | |
Franchise agreements | Weighted Average | |||
Finite Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 12 years 7 months 6 days | ||
Other intangible assets | |||
Finite Lived Intangible Assets [Line Items] | |||
Initial Cost | $ 56,191 | 54,704 | |
Accumulated Amortization | (27,907) | (24,735) | |
Net Balance | $ 28,284 | 29,969 | |
Other intangible assets | Weighted Average | |||
Finite Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 4 years 8 months 12 days | ||
Software | |||
Finite Lived Intangible Assets [Line Items] | |||
Initial Cost | $ 45,876 | 44,389 | |
Accumulated Amortization | (21,519) | (18,926) | |
Net Balance | $ 24,357 | 25,463 | |
Software | Weighted Average | |||
Finite Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 4 years 6 months | ||
Trademarks | |||
Finite Lived Intangible Assets [Line Items] | |||
Initial Cost | $ 2,325 | 2,325 | |
Accumulated Amortization | (1,341) | (1,274) | |
Net Balance | $ 984 | 1,051 | |
Trademarks | Weighted Average | |||
Finite Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 8 years 3 months 18 days | ||
Software Development | |||
Finite Lived Intangible Assets [Line Items] | |||
Capitalized software development costs | $ 1,600 | $ 1,400 | |
Non-compete agreements | |||
Finite Lived Intangible Assets [Line Items] | |||
Initial Cost | 3,920 | 3,920 | |
Accumulated Amortization | (3,110) | (2,814) | |
Net Balance | $ 810 | 1,106 | |
Non-compete agreements | Weighted Average | |||
Finite Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 5 years 1 month 6 days | ||
Training materials | |||
Finite Lived Intangible Assets [Line Items] | |||
Initial Cost | $ 2,400 | 2,400 | |
Accumulated Amortization | (1,240) | (1,120) | |
Net Balance | $ 1,160 | 1,280 | |
Training materials | Weighted Average | |||
Finite Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 5 years | ||
Other | |||
Finite Lived Intangible Assets [Line Items] | |||
Initial Cost | $ 1,670 | 1,670 | |
Accumulated Amortization | (697) | (601) | |
Net Balance | $ 973 | $ 1,069 | |
Other | Weighted Average | |||
Finite Lived Intangible Assets [Line Items] | |||
Useful life of intangible assets | 5 years 3 months 18 days |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Estimated Future Amortization of Intangible Assets, Other Than Goodwill (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | |
Remainder of 2021 | $ 19,238 |
2022 | 23,444 |
2023 | 17,512 |
2024 | 14,513 |
2025 | 10,467 |
Thereafter | 11,447 |
Estimated future amortization expense | $ 96,621 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Schedule of Changes in Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Changes to goodwill | |
Beginning Balance | $ 175,835 |
Purchase price adjustments | 133 |
Effect of changes in foreign currency exchange rates | 40 |
Ending Balance | 176,008 |
Total Real Estate | |
Changes to goodwill | |
Beginning Balance | 157,202 |
Purchase price adjustments | 133 |
Effect of changes in foreign currency exchange rates | 40 |
Ending Balance | 157,375 |
Mortgage | |
Changes to goodwill | |
Beginning Balance | 18,633 |
Ending Balance | $ 18,633 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Accrued Liabilities. | ||
Marketing Funds | $ 50,675 | $ 48,452 |
Accrued payroll and related employee costs | 7,101 | 10,692 |
Accrued taxes | 2,019 | 2,491 |
Accrued professional fees | 2,545 | 1,806 |
Other | 4,868 | 5,130 |
Accrued liabilities | $ 67,208 | $ 68,571 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Senior Secured Credit Facility | $ 224,431 | |
Less unamortized debt issuance costs | (809) | $ (882) |
Less unamortized debt discount costs | (590) | (644) |
Less current portion | (2,356) | (2,428) |
Debt, net of current portion | 220,676 | 221,137 |
Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Senior Secured Credit Facility | 224,425 | 225,013 |
Other long-term financing | ||
Debt Instrument [Line Items] | ||
Other long-term financing | $ 6 | $ 78 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Debt (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Debt | |
Remainder of 2021 | $ 1,768 |
2022 | 2,350 |
2023 | 220,313 |
Long term debt | $ 224,431 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Instrument [Line Items] | ||
Payments on debt | $ 660 | $ 660 |
Term loan | Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Notes Payable to Bank | $ 235,000 | |
Debt instrument, interest rate | 3.50% | |
Revolving loan facility | ||
Debt Instrument [Line Items] | ||
Amounts drawn on line of credit | $ 0 | |
Revolving loan facility | Senior Secured Credit Facility | ||
Debt Instrument [Line Items] | ||
Credit facility, borrowing capacity | $ 10,000 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)item | Dec. 31, 2020USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Percentage of gross revenues to be paid yearly | 8.00% | |
Reduction in franchise sales - percentage | 10.00% | |
Annual payment period | 120 days | |
Change in discount rate | 1.00% | |
Measured on a recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | $ 6,060 | $ 6,340 |
Level 3 | Measured on a recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | 6,060 | 6,340 |
Motto Mortgage | Measured on a recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | 4,700 | 4,750 |
Motto Mortgage | Level 3 | Measured on a recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | 4,700 | 4,750 |
Gadberry | Measured on a recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | 1,360 | 1,590 |
Gadberry | Level 3 | Measured on a recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability | 1,360 | $ 1,590 |
Ten Percent Reduction In Franchise Sales [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred revenue, current and noncurrent | 200 | |
One Percent Change To Discount Rate [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred revenue, current and noncurrent | $ 100 | |
Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assumed number of franchises sold annually | item | 70 | |
Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assumed number of franchises sold annually | item | 80 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Assets and Liabilities Measured Using Significant Unobservable Inputs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value adjustments | $ (280) | $ (505) |
Measured on a recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance at Beginning | 6,340 | |
Balance at Ending | 6,060 | |
Level 3 | Measured on a recurring basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance at Beginning | 6,340 | |
Fair value adjustments | (280) | |
Balance at Ending | $ 6,060 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Senior Secured Credit Facility (Details) - Senior Secured Credit Facility - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Carrying amounts | ||
Debt Instrument [Line Items] | ||
Long term debt, carrying amount | $ 223,026 | $ 223,487 |
Level 2 | Estimated fair value | ||
Debt Instrument [Line Items] | ||
Long term debt, fair value | $ 223,303 | $ 223,887 |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)itememployee$ / sharesshares | Mar. 31, 2020USD ($) | |
Employee stock-based compensation expense | ||
Equity-based compensation capitalized | $ | $ (32) | |
Equity-based compensation expense | $ | $ 12,054 | 2,186 |
Time-based awards | ||
Employee stock-based compensation expense | ||
Equity-based compensation expense | $ | 9,821 | 2,137 |
Accelerated expense | $ | $ 5,500 | |
Number of employees departed | employee | 2 | |
Restricted Stock Units | ||
Nonvested at beginning of period | shares | 1,018,008 | |
Granted | shares | 240,101 | |
Shares vested (including tax withholding) | shares | (410,418) | |
Forfeited | shares | (13,347) | |
Nonvested at end of period | shares | 834,344 | |
Nonvested at beginning of period, Weighted average grant date fair value per share | $ / shares | $ 36.74 | |
Granted, Weighted average grant date fair value per share | $ / shares | 41.72 | |
Shares vested (including tax withholding) , Weighted average grant date fair value per share | $ / shares | 38.42 | |
Forfeited, Weighted average grant date fair value per share | $ / shares | 37.88 | |
Nonvested at end of period, Weighted average grant date fair value per share | $ / shares | $ 37.33 | |
Unrecognized compensation cost | $ | $ 24,900 | |
Period for recognition of RSU compensation expense | 1 year 10 months 24 days | |
Performance-based awards | ||
Employee stock-based compensation expense | ||
Equity-based compensation expense | $ | $ 796 | $ 81 |
Restricted Stock Units | ||
Nonvested at beginning of period | shares | 281,735 | |
Granted | shares | 55,229 | |
Forfeited | shares | (2,573) | |
Nonvested at end of period | shares | 334,391 | |
Nonvested at beginning of period, Weighted average grant date fair value per share | $ / shares | $ 32.34 | |
Granted, Weighted average grant date fair value per share | $ / shares | 41.72 | |
Forfeited, Weighted average grant date fair value per share | $ / shares | 28.29 | |
Nonvested at end of period, Weighted average grant date fair value per share | $ / shares | $ 33.92 | |
Unrecognized compensation cost | $ | $ 5,800 | |
Period for recognition of RSU compensation expense | 1 year 10 months 24 days | |
Period of performance measurement | 3 years | |
Number of one year performance periods | item | 3 | |
Bonus settled in shares | ||
Employee stock-based compensation expense | ||
Equity-based compensation expense | $ | $ 1,437 |
Segment Information (Details)
Segment Information (Details) | 3 Months Ended |
Mar. 31, 2021segment | |
Segment Information | |
Number of Operating Segments | 4 |
Segment Information - Revenue (
Segment Information - Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information | ||
Total revenue | $ 72,295 | $ 70,272 |
Total Real Estate | ||
Segment Reporting Information | ||
Total revenue | 51,154 | 49,905 |
Mortgage | ||
Segment Reporting Information | ||
Total revenue | 2,323 | 1,458 |
Marketing Funds fees | ||
Segment Reporting Information | ||
Total revenue | 18,145 | 17,522 |
Other | ||
Segment Reporting Information | ||
Total revenue | 673 | 1,387 |
Continuing franchise fees | ||
Segment Reporting Information | ||
Total revenue | 25,374 | 24,143 |
Continuing franchise fees | Total Real Estate | ||
Segment Reporting Information | ||
Total revenue | 23,609 | 22,877 |
Continuing franchise fees | Mortgage | ||
Segment Reporting Information | ||
Total revenue | 1,765 | 1,266 |
Annual dues | ||
Segment Reporting Information | ||
Total revenue | 8,672 | 8,921 |
Annual dues | Total Real Estate | ||
Segment Reporting Information | ||
Total revenue | 8,672 | 8,921 |
Broker fees | ||
Segment Reporting Information | ||
Total revenue | 11,953 | 9,444 |
Broker fees | Total Real Estate | ||
Segment Reporting Information | ||
Total revenue | 11,953 | 9,444 |
Franchise sales and other revenue | ||
Segment Reporting Information | ||
Total revenue | 8,151 | 10,242 |
Franchise sales and other revenue | Total Real Estate | ||
Segment Reporting Information | ||
Total revenue | 6,920 | 8,663 |
Franchise sales and other revenue | Mortgage | ||
Segment Reporting Information | ||
Total revenue | $ 558 | $ 192 |
Segment Information - Reconcili
Segment Information - Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated | ||
Adjusted EBITDA | $ 23,160 | $ 19,539 |
Gain (loss) on sale or disposition of assets | 11 | 11 |
Equity-based compensation expense | (12,054) | (2,186) |
Acquisition-related expense | (943) | (566) |
Gain on reduction in tax receivable agreement liability | 500 | |
Fair value adjustments to contingent consideration | 280 | 505 |
Interest income | 163 | 269 |
Interest expense | (2,098) | (2,682) |
Depreciation and amortization | (6,937) | (6,310) |
Income before provision for income taxes | 1,582 | 9,080 |
Total Real Estate | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated | ||
Adjusted EBITDA | 24,420 | 20,731 |
Mortgage | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated | ||
Adjusted EBITDA | (1,150) | (578) |
Other | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated | ||
Adjusted EBITDA | $ (110) | $ (614) |