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RE/MAX Holdings, Inc. (“RE/MAX Holdings”) was formed as a Delaware corporation on June 25, 2013 and was capitalized on July 8, 2013. On October 7, 2013, RE/MAX Holdings completed an initial public offering (the “IPO”) of 11,500,000 shares of Class A common stock at a public offering price of $22.00 per share. A portion of the proceeds received by RE/MAX Holdings from the IPO was used to acquire the net business assets of HBN, Inc. (“HBN”) and Tails, Inc. (“Tails”) in the Southwest and Central Atlantic regions of the United States (“U.S.”), respectively, which were subsequently contributed to RMCO, LLC and subsidiaries (“RMCO”), and the remaining proceeds were used to purchase common membership units in RMCO.
After completion of the IPO, RE/MAX Holdings owned 39.56% of the common membership units in RMCO. During the fourth quarter of 2015, RIHI, Inc. (“RIHI”) redeemed 5,175,000 common units in RMCO in exchange for newly issued shares of RE/MAX Holdings’ Class A common stock on a one-for-one basis. Immediately upon redemption, RIHI sold its 5,175,000 shares of Class A common stock at $36.00 per share, less underwriting discounts and commissions (the “Secondary Offering”). As of December 31, 2016, RE/MAX Holdings owns 58.43% of the common membership units in RMCO. RE/MAX Holdings’ only business is to act as the sole manager of RMCO. As a result, RE/MAX Holdings consolidates the financial position and results of operations of RMCO, and because RE/MAX Holdings and RMCO are entities under common control, such consolidation has been reflected for all periods presented. RE/MAX Holdings and its consolidated subsidiaries, including RMCO, are referred to hereinafter as the “Company.”
The Company is a franchisor in the real estate industry, franchising real estate brokerages globally under the RE/MAX brand and mortgage brokerages within the U.S. under the Motto Mortgage brand. RE/MAX, founded in 1973, has over 110,000 agents operating in over 7,000 offices located in more than 100 countries and territories. Motto Mortgage (“Motto”), founded in 2016, is the first nationally franchised mortgage brokerage in the U.S. As discussed in Note 5, Acquisitions and Dispositions, the Company sold certain operating assets and liabilities of its owned brokerage offices during 2015 and the first quarter of 2016 to existing RE/MAX franchisees. Subsequent thereto, the Company is 100% franchised, no longer operates any real estate brokerage offices and no longer recognizes brokerage revenue (which consisted of fees assessed by the Company’s owned brokerages for services provided to their affiliated real estate agents).
The Company’s revenue is derived as follows:
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Continuing franchise fees which consist of fixed contractual fees paid monthly by regional franchise owners and franchisees based on the number of agents in the respective franchised region or office; |
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Annual dues from agents; |
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Broker fees which consist of fees paid by regional franchise owners and franchisees for real estate commissions paid by customers when an agent sells a home; |
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Franchise sales and other franchise revenue which consist of fees from initial sales and renewals of franchises; regional franchise fees, preferred marketing arrangements, approved supplier programs and event-based revenue from training and other programs; and |
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Brokerage revenue prior to the sale of the Company’s 21 owned brokerage offices during 2015 and the first quarter of 2016. |
Basis of Presentation
The accompanying consolidated financial statements and notes thereto included in this Annual Report on Form 10-K have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and with Article 10 of Regulation S-X. The accompanying consolidated financial statements are presented on a consolidated basis and include the accounts of RE/MAX Holdings and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, the accompanying consolidated financial statements reflect all normal and recurring adjustments necessary to present fairly the Company’s financial position as of December 31, 2016 and 2015, the results of its operations and comprehensive income for the years ended December 31, 2016, 2015 and 2014, changes in its stockholders’ equity for the years ended December 31, 2016, 2015 and 2014 and results of its cash flows for the years ended December 31, 2016, 2015 and 2014.
During 2016, the Company completed the acquisitions of six independent regions. Their results of operations, cash flows and financial positions are included in the consolidated financial statements from their respective dates of acquisition. See Note 5, Acquisitions and Dispositions, for additional information.
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2. Summary of Significant Accounting Policies
Principles of Consolidation
As described in Note 1, Business and Organization, RE/MAX Holdings owns a 58.43% economic interest in RMCO, but as its managing member consolidates RMCO and records a non-controlling interest in the accompanying Consolidated Balance Sheets and records net income and comprehensive income attributable to the non-controlling interest in the accompanying Consolidated Statements of Income and Consolidated Statements of Comprehensive Income, respectively.
Use of Estimates
The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant areas in which management uses assumptions include, among other things, the establishment of the allowance for doubtful accounts and notes receivable, the determination of the estimated lives of intangible assets, the estimates for amounts accrued for litigation matters, the estimates for determining the fair value of assets acquired and liabilities assumed in business combinations, the estimates related to the accounting for income taxes, the estimates of the fair value of reporting units used in the annual assessment of goodwill, the estimates for determining the fair value of the contingent consideration and the amounts due to RIHI and Oberndorf Investments LLC (“Oberndorf”) pursuant to the terms of the TRAs discussed in more detail in Note 3, Non-controlling Interest. Actual results could differ from those estimates.
Reclassifications
In conjunction with the adoption of several recent accounting pronouncements, certain items in the accompanying consolidated financial statements as of and for the years ended December 31, 2015 and 2014 have been reclassified to conform to the current year’s presentation. These reclassifications did not affect the Company’s consolidated results of operations.
Segment Reporting
During the first quarter of 2016, the Company began to operate in one reportable segment, Real Estate Franchise Services. All prior segment information has been reclassified to reflect the Company’s new segment structure. Prior to 2016, the Company operated in two reportable segments, (1) Real Estate Franchise Services and (2) Brokerages. The Real Estate Franchise Services reportable segment comprised the operations of the Company’s owned and independent global franchising operations under the RE/MAX brand name, intersegment revenue from the Company’s owned brokerages and corporate-wide professional services expenses. The Brokerages reportable segment contained the operations of the Company’s owned brokerage offices in the U.S., the results of operations of a mortgage brokerage company in which the Company owned a non-controlling interest and reflected the elimination of intersegment revenue and other consolidation entries. During 2015 and the first quarter of 2016, the Company sold its 21 owned brokerage offices, as discussed in Note 5, Acquisitions and Dispositions. These dispositions resulted in the cessation of operations for the Company’s Brokerages reportable segment.
Revenue Recognition
The Company generates revenue from continuing franchise fees, annual dues, broker fees, franchise sales and other franchise revenue and, through January 2016, brokerage revenue. Revenue is recognized when there is persuasive evidence of an arrangement, the service has been rendered, the price is fixed or determinable and collection of the fees is reasonably assured.
Continuing Franchise Fees
The Company provides an ongoing trademark license, operational, training and administrative services and systems to franchisees, which include systems and tools that are designed to help the Company’s franchisees and their agents serve their customers and attract new or retain existing independent agents. Revenue from continuing franchise fees principally consists of fixed fees earned monthly from franchisees on a per agent basis. Revenue from continuing franchise fees is recognized in income when it is earned and becomes due and payable, as stipulated in the related franchise agreements.
Annual Dues
Annual dues revenue represents amounts assessed to agents for membership affiliation in the RE/MAX network. The Company defers the annual dues revenue when billed and recognizes the revenue ratably over the 12-month period to which it relates. As of December 31, 2016 and 2015, the Company had deferred annual dues revenue totaling approximately $14,227,000 and $13,106,000, respectively.
The activity in the Company’s annual dues deferred revenue consists of the following (in thousands):
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Balance at beginning of period |
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New billings |
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Revenue recognized |
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Balance at end of period |
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Year ended December 31, 2016 |
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$ |
13,106 |
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$ |
33,774 |
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$ |
(32,653) |
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$ |
14,227 |
Year ended December 31, 2015 |
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$ |
12,912 |
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$ |
31,952 |
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$ |
(31,758) |
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$ |
13,106 |
Year ended December 31, 2014 |
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$ |
12,344 |
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$ |
31,294 |
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$ |
(30,726) |
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$ |
12,912 |
Broker Fees
Revenue from broker fees represents fees received from the Company’s franchise offices that are primarily based on a percentage of agents’ gross commission income. Revenue from broker fees is determined upon close of the home-sale transaction and recognized as revenue when the fees become due and payable, as stipulated in the related franchise agreements.
Franchise Sales and Other Franchise Revenue
Franchise sales and other franchise revenue is primarily comprised of revenue from the sale or renewal of franchises, as well as other revenue including revenue from preferred marketing arrangements and affinity programs with various suppliers, and registration revenue from conventions held for agents and broker owners in the RE/MAX network.
Upon the sale of a real estate brokerage franchise, the Company recognizes revenue from franchise sales when it has no significant continuing operational obligations, substantially all of the initial services have been performed by the Company and other conditions affecting consummation of the sale have been met. In the event the franchisee fails to perform under the franchise agreement or defaults on the purchase obligations, the Company has the right to reacquire the franchise and to resell or operate that specific franchise. Franchise sales revenue recognized during the years ended December 31, 2016, 2015 and 2014 was $8,825,000, $9,697,000 and $8,965,000, respectively. Other franchise revenue is recognized when all revenue recognition criteria are met.
Upon the sale of a mortgage brokerage franchise, the Company’s continuing operational obligations are expected to take longer to satisfy. Due to the fourth quarter 2016 launch of Motto, only a nominal amount of revenue was recognized in the current year.
Brokerage Revenue
As discussed in Note 5, Acquisitions and Dispositions, the Company sold certain operating assets and liabilities of brokerage offices during 2015 and the first quarter of 2016 and, subsequent thereto, no longer operates any real estate brokerage offices and no longer recognizes brokerage revenue. Prior to the sale of the Company’s brokerage offices, brokerage revenue principally represented fees assessed by the Company-owned brokerages for services provided to their affiliated real estate agents. The Company recognized brokerage revenue when all revenue recognition criteria were met. Because the independent contractors in the Company-owned brokerage offices operated as agents in a real estate transaction, their commissions earned and the related commission expenses incurred by the Company-owned brokerages were recorded on a net basis.
Selling, Operating and Administrative Expenses
Selling, operating and administrative expenses primarily consist of personnel costs, including salaries, benefits, payroll taxes and other compensation expenses, professional fees, rent and related facility operations expense, as well as other selling, operating and administrative expenses incurred in connection with marketing, expanding and supporting the Company’s franchise and, through January 2016, brokerage operations.
Cash and Cash Equivalents
Cash and cash equivalents include bank deposits and other highly liquid investments purchased with an original purchase maturity of three months or less.
Fair Value of Financial Instruments
The carrying amounts of financial instruments, net of any allowances, including cash equivalents, accounts and notes receivable, accounts payable and accrued expenses approximate fair value due to their short-term nature.
Accounts and Notes Receivable
Accounts receivable from the Company’s franchise operations are recorded at the time the Company is entitled to bill under the terms of the franchise agreements and other contractual arrangements and do not bear interest. The Company provides limited financing of certain franchise sales through the issuance of notes receivable that either bear interest at a rate of prime plus 2% or at a stated amount, which is fixed at the inception of the note with the associated earnings recorded in “Interest income” in the accompanying Consolidated Statements of Income. Amounts collected on notes receivable are included in “Net cash provided by operating activities” in the accompanying Consolidated Statements of Cash Flows.
In circumstances where the Company has the contractual right to bill its franchisees, but where collectability is not sufficiently assured, the Company records a receivable and deferred revenue, which amounted to $1,012,000 and $930,000 as of December 31, 2016 and 2015, respectively.
The Company records allowances against its accounts and notes receivable balances for estimated probable losses. Increases and decreases in the allowance for doubtful accounts are established based upon changes in the credit quality of receivables for which revenue has been recognized and are included as a component of “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. The allowance for doubtful accounts and notes receivable are the Company’s best estimate of the amount of probable credit losses, and is based on historical experience, industry and general economic conditions, and the attributes of specific accounts. The Company’s reserve for accounts and notes receivable where collectability is remote is related to accounts and notes receivable for which revenue has not been recognized and is increased, with a corresponding reduction to deferred revenue, after the Company has determined that the potential for recovery is considered remote. Subsequently, if amounts contractually due from such accounts are collected, revenue is recognized on a cash basis. During the years ended December 31, 2016, 2015 and 2014, the Company recognized revenue of $329,000, $472,000 and $484,000, respectively upon the receipt of cash payments related to amounts that were contractually billed but for which collectability was either not sufficiently assured or considered remote.
The activity in the Company’s allowances against accounts and notes receivable consists of the following (in thousands):
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Adjustments (to)/from |
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Additions/charges |
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deferred revenue, net, |
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Balance at |
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to cost and expense for |
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for accounts where |
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|
|||||
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beginning of period |
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allowances for doubtful accounts |
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collectability is remote |
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Deductions/write-offs |
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Balance at end of period |
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Year ended December 31, 2016 |
|
$ |
4,483 |
|
$ |
1,195 |
|
$ |
130 |
|
$ |
(273) |
|
$ |
5,535 |
Year ended December 31, 2015 |
|
$ |
4,495 |
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$ |
433 |
|
$ |
(80) |
|
$ |
(365) |
|
$ |
4,483 |
Year ended December 31, 2014 |
|
$ |
4,122 |
|
$ |
630 |
|
$ |
228 |
|
$ |
(485) |
|
$ |
4,495 |
For the years ended December 31, 2016, 2015 and 2014, bad debt expense related to trade accounts and notes receivable was $1,195,000, $433,000 and $630,000, respectively, and is reflected in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income.
Non-controlling interest
Non-controlling interest is the equity ownership interest in RMCO that is owned by RIHI and that the Company does not own. The Company reports non-controlling interest of consolidated companies within equity in the consolidated balance sheets and the amount of net income attributable to the parent and to the non-controlling interest is presented in the consolidated statements of operations.
Foreign Operations and Foreign Currency Translation
As of December 31, 2016, the Company, directly and through its franchisees, conducted operations in over 100 countries and territories, including the U.S. and Canada. On December 31, 2014, the Company sold substantially all of the assets of its owned and operated regional franchising operations located in the Caribbean and Central America as described in Note 5, Acquisitions and Dispositions. As a result, since December 31, 2014, the only consolidated foreign subsidiary where the Company directly conducted franchise operations was in Western Canada.
The functional currency for the Company’s domestic operations is the U.S. dollar and for its consolidated foreign subsidiaries is the applicable local currency for each foreign subsidiary. Assets and liabilities of foreign subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of income and cash flows are translated at the average exchange rates in effect during the applicable period. Exchange rate fluctuations on translating consolidated foreign currency financial statements into U.S. dollars that result in unrealized gains or losses are referred to as translation adjustments. Cumulative translation adjustments are recorded as a component of “Accumulated other comprehensive income,” a separate component of stockholders’ equity, and periodic changes are included in comprehensive income. When the Company sells a part or all of its investment in a foreign entity resulting in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided, it releases any related cumulative translation adjustment into net income.
Foreign currency denominated monetary assets and liabilities and transactions occurring in currencies other than the Company’s or the Company’s consolidated foreign subsidiaries’ functional currencies are recorded based on exchange rates at the time such transactions arise. Changes in exchange rates with respect to amounts recorded in the accompanying Consolidated Balance Sheets related to these non-functional currency transactions result in transaction gains and losses that are reflected in the accompanying Consolidated Statements of Income as “Foreign currency transaction losses.”
Property and Equipment
Property and equipment, including leasehold improvements, are initially recorded at cost. Depreciation is provided for on a straight-line method over the estimated useful lives of each asset class and commences when the property is placed in service. Amortization of leasehold improvements is provided for on a straight-line method over the estimated benefit period of the related assets or the lease term, if shorter.
Franchise Agreements and Other Intangible Assets
The Company’s franchise agreements result from reacquired franchise rights, and are initially recorded at fair value based on the remaining contractual term of the franchise agreement and do not consider potential renewals in the determination of fair value. The Company amortizes the franchise agreements over their remaining contractual term on a straight-line basis.
The Company also purchases and develops software for internal use. Software development costs incurred during the application development stage as well as upgrades and enhancements that result in additional functionality are capitalized. Costs incurred during the preliminary project and post-implementation-operation stages are expensed as incurred. Software development costs are generally amortized over a term of three to five years, its estimated useful life. Purchased software licenses are amortized over their estimated useful lives.
In addition, the Company owns the principal trademarks, service marks and trade names that it uses in conjunction with operating its business. These intangible assets increase when the Company pays to file trademark applications in the U.S. and certain other jurisdictions globally. The Company’s trademarks are amortized on a straight-line basis over their estimated useful lives.
The Company reviews its franchise agreements and other intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated from such asset. Any excess of the carrying amount of an asset that exceeded its estimated cash flows would be charged to operations as an impairment loss. For each of the years ended December 31, 2016, 2015 and 2014, there were no impairments indicated for such assets.
Goodwill
Goodwill is an asset representing the future economic benefits arising from the other assets acquired in a business combination that are not individually identified and separately recognized. The Company assesses goodwill for impairment at least annually or whenever an event occurs or circumstances change that would indicate impairment may have occurred at the reporting unit level. Reporting units are driven by the level at which management reviews operating results and are one level below the operating segment. The Company performs its required impairment testing annually on August 31.
The Company’s impairment assessment begins with a qualitative assessment to determine if it is more likely than not that a reporting unit’s fair value is less than the carrying amount. The initial qualitative assessment includes comparing the overall financial performance of the reporting units against the planned results as well as other factors which might indicate that the reporting unit’s value has declined since the last assessment date. If it is determined in the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the standard two-step quantitative impairment test is performed. The first step of the quantitative impairment test consists of comparing the estimated fair value of each reporting unit with its carrying amount, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying value, then it is not considered impaired and no further analysis is required. If the first step of the quantitative impairment test indicates that the estimated fair value of a reporting unit is less than its carrying value, then impairment potentially exists and the second step of the quantitative impairment test is performed to measure the amount of goodwill impairment. Goodwill impairment exists when the estimated implied fair value of a reporting unit’s goodwill is less than its carrying value.
During 2016, 2015 and 2014, the Company performed the qualitative impairment assessment for all of its reporting units by evaluating, among other things, market and general economic conditions, entity-specific events, events affecting a reporting unit and the Company’s results of operations and key performance measures. The Company concluded subsequent to the completion of the qualitative impairment assessment that the fair value of each of the Company’s reporting units significantly exceeded their respective carrying values. As a result, the Company did not perform the quantitative test, and no indicators of impairment existed during the years ended December 31, 2016, 2015 and 2014.
Investments in Equity-Method Investees
The investments in entities in which the Company does not have a controlling interest (financial or operating), but where it has the ability to exercise significant influence over operating and financial policies are accounted for using equity-method investment accounting.
As described in Note 5, Acquisitions and Dispositions, the Company sold certain operating assets and liabilities of Sacagawea, LLC on December 31, 2015, including the Company’s equity-method investments. As a result, the Company had no investments in equity-method investees reflected in the accompanying Consolidated Balance Sheets as of December 31, 2015 and 2016.
Prior to December 31, 2015, the primary equity-method investment of the Company was a 50% interest in a residential mortgage operation. As the Company exerted significant influence over this investment, but did not control it, the Company recorded its share of earnings and distributions from this investment using the equity method of accounting.
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) includes all changes in equity during a period that have yet to be recognized in income, except those resulting from transactions with stockholders and is comprised of foreign currency translation adjustments. The assets and liabilities of the Company’s consolidated foreign subsidiaries whose functional currency is not the U.S. dollar are translated using the appropriate exchange rate as of the end of the year. Foreign currency translation adjustments represent unrealized gains and losses on assets and liabilities arising from the difference in the foreign country currency compared to the U.S. dollar. These gains and losses are accumulated in Comprehensive Income. When a foreign subsidiary is substantially liquidated, the cumulative translation gain or loss is removed from “Accumulated other comprehensive income” and is recognized as a component of the gain or loss on the sale of the subsidiary.
Income Taxes
The Company accounts for income taxes under the asset and liability method. As a result of RE/MAX Holdings’ acquisition of Common Units from RMCO, RE/MAX Holdings expects to benefit from amortization and other tax deductions reflecting the step-up in tax basis and share of RE/MAX Holdings’ inside tax basis in the acquired assets. Those deductions will be used by RE/MAX Holdings and will be taken into account in determining RE/MAX Holdings’ taxable income. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Management periodically assesses the recoverability of its deferred tax assets based upon expected future earnings, future deductibility of the asset, changes in applicable tax laws and other factors. If management determines that it is not probable that the deferred tax asset will be fully recoverable in the future, a valuation allowance may be established for the difference between the asset balance and the amount expected to be recoverable in the future. The allowance will result in a charge to the Company’s Consolidated Statements of Income. Further, the Company records its income taxes receivable and payable based upon its estimated income tax liability.
RMCO complies with the requirements of the Internal Revenue Code that are applicable to limited liability companies that have elected to be treated as partnerships, which allow for the complete pass-through of taxable income or losses to RMCO’s unitholders, who are individually responsible for any federal tax consequences. The tax provision includes the federal income tax obligation related to RE/MAX Holdings’ allocated portion of RMCO’s income. RMCO is subject to certain state and local taxes, and its global subsidiaries are subject to tax in certain jurisdictions.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
Equity-Based Compensation
The Company recognizes compensation expense associated with equity-based compensation as a component of “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. All equity-based compensation is required to be measured at fair value, is expensed over the requisite service, generally over a three year period, and forfeitures are accounted for as they occur. The Company recognizes compensation expense on awards on a straight-line basis over the requisite service period for the entire award. Refer to Note 13, Equity-Based Compensation, for additional discussion regarding details of the Company’s equity-based compensation plans.
Recently Adopted Accounting Pronouncements
In December 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-19, Technical Corrections and Improvements, to clarify guidance, correct errors and make minor improvements affecting a variety of topics. Most of the amendments of ASU 2016-19 are effective immediately, while others take effect for interim and annual reporting periods beginning after December 15, 2016. The Company has implemented the amendments of ASU 2016-19 that were applicable to the Company. However, the adoption of this standard did not have a significant impact on the Company’s consolidated financial statements and related disclosures.
In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which simplifies certain aspects of accounting for share-based payment transactions, including income tax consequences, statutory tax withholding requirements, forfeitures and classification in the statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2016. Early adoption is permitted in any interim or annual reporting period. The standard requires the guidance related to forfeitures and the timing of when excess tax benefits are recognized to be applied using a modified retrospective transition method, the guidance related to the accounting for income taxes to be applied prospectively, and the guidance related to the presentation of excess tax benefits on the statement of cash flows to be applied either prospectively or retrospectively. The Company early adopted ASU 2016-09 in the first quarter of 2016 and elected to account for forfeitures as they occur. As a result, the Company recorded a net cumulative-effect adjustment of $44,000 to “Retained earnings” in the accompanying Consolidated Balance Sheets and Statement of Stockholders’ Equity. Furthermore, the Company elected to apply the retrospective transition method to the amendments related to the presentation of excess tax benefits in the statements of cash flows. This resulted in an increase in cash flows provided by operating activities of $2,770,000 and $736,000 and a net increase of $2,770,000 and $736,000 in cash flows used in financing activities in the accompanying Consolidated Statements of Cash Flows for the years ended December 31, 2015 and 2014, respectively. During the year ended December 31, 2016, the Company recorded a $261,000 income tax benefit relating to excess tax benefits from the exercise of stock options and vesting of restricted stock units in “Provision for income taxes” in the accompanying Consolidated Statements of Income. Prior to 2016, such excess tax benefits were recorded in “Additional paid-in capital” in the accompanying Consolidated Balance Sheets.
In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires that deferred tax assets and liabilities be classified as non-current in a classified balance sheet. ASU 2015-17 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2016. The standard permits the use of either the retrospective or prospective transition method and permits early adoption as of the beginning of an interim or annual reporting period. The Company elected to early adopt this standard retrospectively in the first quarter of 2016 and $3,332,000 previously presented in “Other current assets” was reclassified to “Deferred tax assets, net” in the accompanying Consolidated Balance Sheets and related disclosures as of December 31, 2015, but the Company’s consolidated results of operations were not affected.
In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting Measurement-Period Adjustments, which eliminates the requirement for an entity to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is completed. ASU 2015-16 became effective prospectively for the Company on January 1, 2016. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements and related disclosures.
In June 2015, the FASB issued ASU 2015-10, Technical Corrections and Improvements, which both clarifies and simplifies content in the FASB Accounting Standards Codification and corrects unintended application of U.S. GAAP. ASU 2015-10 became effective for the Company on January 1, 2016. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements and related disclosures.
In April 2015, the FASB issued ASU 2015-05, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, which provides guidance on fees paid in a cloud computing arrangement and clarifies the accounting for a software license element of a cloud computing arrangement. ASU 2015-05 became effective prospectively for the Company on January 1, 2016. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements and related disclosures.
In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires an entity to present debt issuance costs related to a debt liability as a direct deduction from the debt liability rather than as an asset. ASU 2015-03 became effective retrospectively for the Company on January 1, 2016. The adoption of this standard resulted in $1,527,000 of net debt issuance costs previously reported as “Debt issuance costs, net” to be reclassified to “Debt, net of current portion” in the accompanying Consolidated Balance Sheets and related disclosures as of December 31, 2015, but did not affect the Company’s consolidated results of operations.
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s ability to Continue as a Going Concern, which requires an entity to establish a going concern assessment process. ASU 2014-15 became effective for the Company on January 1, 2016. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements and related disclosures.
New Accounting Pronouncements Not Yet Adopted
In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350), which simplifies the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. ASU 2017-04 is effective for annual and interim impairment tests in fiscal years beginning after December 15, 2019 and is required to be adopted using a prospective approach. Early adoption is allowed for annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company has not yet determined the effect of the standard on its consolidated financial statements and related disclosures.
In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies when transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2017 and is required to be adopted using a prospective approach. Early adoption is permitted for transactions not previously reported in issued financial statements. The Company has not yet determined the effect of the standard on its consolidated financial statements and related disclosures.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which clarifies classification for certain cash receipts and cash payments on the consolidated statement of cash flow. ASU 2016-15 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2017. Early adoption is permitted in any interim or annual reporting period. The standard requires a retrospective transition method for each period presented. The Company has not yet determined the effect of the standard on its consolidated financial statements and related disclosures.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize the assets and liabilities that arise from all leases on the consolidated balance sheets. ASU 2016-02 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2018. Early adoption is permitted in any interim or annual reporting period. The standard requires a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The Company has not yet determined the effect of the standard on its consolidated financial statements and related disclosures.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of the guidance in ASU 2014-09 by one year. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which provides clarification on identifying performance obligations and accounting for licenses of intellectual property. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which provides clarification on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which amended several items of 2014-09. ASU 2014-09 is now effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2017. Early application is permitted for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The standard permits the use of either the retrospective or cumulative effect transition method. The Company has not yet determined the effect of the standard on its consolidated financial statements and related disclosures.
|
3. Non-controlling Interest
RE/MAX Holdings is the sole managing member of RMCO and subsequent to the IPO, began to operate and control all of the business affairs of RMCO. RE/MAX Holdings owns a 58.43% and 58.33% economic interest in RMCO as of December 31, 2016 and 2015, respectively, and records a non-controlling interest for the remaining 41.57% and 41.67% economic interest in RMCO as of December 31, 2016 and 2015, respectively. RE/MAX Holdings’ economic interest in RMCO increased due to an increase in common units, which were issued concurrently with the issuance of shares of Class A common stock upon the exercise of 28,057 stock options and upon the vesting of 40,140 restricted stock units, net of shares withheld as discussed in Note 13, Equity-Based Compensation. RE/MAX Holdings’ only sources of cash flow from operations are distributions from RMCO and management fees received pursuant to the management services agreement between RE/MAX Holdings and RMCO. “Net income attributable to non-controlling interest” in the accompanying Consolidated Statements of Income represents the portion of earnings attributable to the economic interest in RMCO held by the non-controlling unitholders. “Non-controlling interest” in the accompanying Consolidated Balance Sheets is adjusted to reflect tax and other cash distributions made to, and the income allocated to, the non-controlling unitholders as well as any redemptions of Common Units in RMCO pursuant to the terms of RMCO’s fourth amended and restated limited liability company operating agreement (“the New RMCO, LLC Agreement”). The ownership of the common units in RMCO is summarized as follows:
d
|
|
As of December 31, |
|
|||||||||||
|
|
2016 |
|
2015 |
|
|||||||||
|
|
Shares |
|
Ownership % |
|
Shares |
|
Ownership % |
|
|||||
Non-controlling unitholders ownership of common units in RMCO |
|
12,559,600 |
|
41.57 |
% |
12,559,600 |
|
41.67 |
% |
|||||
RE/MAX Holdings, Inc. outstanding Class A common stock (equal to RE/MAX Holdings, Inc. common units in RMCO) |
|
17,652,548 |
|
58.43 |
% |
17,584,351 |
|
58.33 |
% |
|||||
Total common units in RMCO |
|
30,212,148 |
|
100.00 |
% |
30,143,951 |
|
100.00 |
% |
The weighted average ownership percentages for the applicable reporting periods are used to calculate the net income attributable to RE/MAX Holdings. RE/MAX Holdings’ weighted average ownership percentage in RMCO was 58.40%, 42.33% and 39.57% for the years ended December 31, 2016, 2015 and 2014. In 2015 RE/MAX Holdings’ economic interest in RMCO significantly increased due to the increase in common units from the issuance of shares of Class A common stock as a result of the Secondary Offering described in Note 1, Business and Organization. A reconciliation of “Income before provision for income taxes” to “Net income attributable to RE/MAX Holdings, Inc.” for the periods indicated is detailed as follows (in thousands, except percentages):
|
|
Year Ended |
|
Year Ended |
|
Year Ended |
|||
|
|
December 31, 2016 |
|
December 31, 2015 |
|
December 31, 2014 |
|||
Income before provision for income taxes attributable to RE/MAX Holdings, Inc. |
|
$ |
36,787 |
|
$ |
26,797 |
|
$ |
21,339 |
Provision for income taxes attributable to RE/MAX Holdings, Inc. |
|
|
(14,050) |
|
|
(10,142) |
|
|
(7,903) |
Net income attributable to RE/MAX Holdings, Inc. |
|
$ |
22,737 |
|
$ |
16,655 |
|
$ |
13,436 |
A reconciliation of the “Provision for income taxes” in the accompanying Consolidated Statements of Income for the periods indicated is detailed as follows (in thousands):
|
|
Year Ended |
|
Year Ended |
|
Year Ended |
|||
|
|
December 31, 2016 |
|
December 31, 2015 |
|
December 31, 2014 |
|||
Provision for income taxes attributable to RE/MAX Holdings, Inc. (a) |
|
$ |
(14,050) |
|
$ |
(10,142) |
|
$ |
(7,903) |
Provision for income taxes attributable to entities other than RE/MAX Holdings, Inc. (b) |
|
|
(1,223) |
|
|
(1,888) |
|
|
(2,045) |
Provision for income taxes |
|
$ |
(15,273) |
|
$ |
(12,030) |
|
$ |
(9,948) |
(a) |
The provision for income taxes attributable to RE/MAX Holdings includes all U.S. federal and state income taxes as well as RE/MAX Holdings’ proportionate share of the net assets of RMCO of the taxes imposed directly on RE/MAX, LLC, a wholly-owned subsidiary of RMCO, related to tax liabilities in certain foreign jurisdictions of approximately $1,676,000, $1,280,000 and $1,339,000 for the years ended December 31, 2016, 2015 and 2014, respectively. |
(b) |
The provision for income taxes attributable to entities other than RE/MAX Holdings primarily represents taxes imposed directly on RE/MAX, LLC, a wholly-owned subsidiary of RMCO, related to tax liabilities in certain foreign jurisdictions that are allocated to the non-controlling interest. |
Distributions and Other Payments to Non-controlling Unitholders
As authorized by the New RMCO, LLC Agreement, RMCO makes cash distributions to non-controlling unitholders. As a limited liability company (treated as a partnership for income tax purposes), RMCO does not incur significant domestic federal, state or local income taxes, as these taxes are primarily the obligations of its members. RMCO is generally required to distribute cash on a pro-rata basis to its members to the extent necessary to cover each member’s estimated tax liabilities, if any, with respect to their allocable share of RMCO earnings. In addition, other cash distributions may be made to non-controlling unitholders based on their ownership percentage in RMCO as determined in accordance with the RMCO, LLC Agreement. Upon completion of its tax returns with respect to the prior year, RMCO may make other true-up distributions to its members, if cash is available for such purposes, with respect to actual taxable income for the prior year.
In addition, RMCO pays other distributions on a quarterly basis equal to the dividend payments to the stockholders of the Company’s Class A common stock. The dividend distributions are discussed further in Note 4, Earnings Per Share and Dividends. The tax and other distributions are recorded in “Non-controlling interest” in the accompanying Consolidated Balance Sheets and Consolidated Statements of Stockholders’ Equity and the paid portion is reported in “Distributions paid to non-controlling unitholders” in the accompanying Consolidated Statements of Cash Flows.
On February 22, 2017, the Company declared a distribution to non-controlling unitholders of $2,261,000, which is payable on March 22, 2017.
The distributions paid or payable to or on behalf of non-controlling unitholders under the New RMCO, LLC Agreement are summarized as follows:
|
|
Year Ended |
||||
|
|
December 31, |
||||
|
|
2016 |
|
2015 |
||
Tax and other distributions |
|
$ |
10,391 |
|
$ |
7,358 |
Dividend distributions |
|
|
7,536 |
|
|
35,469 |
Total distributions |
|
$ |
17,927 |
|
$ |
42,827 |
Tax Receivable Agreements
At the time of the Company’s IPO, RE/MAX Holdings entered into separate tax receivable agreements (“TRAs”) with its historical owners, RIHI and Weston Presidio V, L.P. (“Weston Presidio”), that provide for the payment by RE/MAX Holdings to RIHI and Weston Presidio of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that RE/MAX Holdings actually realizes, or in some circumstances is deemed to realize, as a result of an increase in its share of tax basis in RMCO’s tangible and intangible assets, including increases attributable to payments made under the TRAs, and deductions attributable to imputed and actual interest that accrues in respect of such payments. These tax benefit payments are not necessarily conditioned upon one or more of RIHI or Weston Presidio maintaining a continued ownership interest in either RMCO or RE/MAX Holdings. RE/MAX Holdings expects to benefit from the remaining 15% of cash savings, if any, that it may actually realize, which has been reflected as an increase in “Additional paid-in capital” in the accompanying Consolidated Balance Sheets and Consolidated Statements of Stockholders’ Equity. The provisions of the separate TRAs that RE/MAX Holdings entered into with RIHI and Weston Presidio were substantially identical.
During the second quarter of 2015, Weston Presidio assigned, transferred and conveyed to Oberndorf all of its rights, title and interest in and to, and all of its liabilities and obligations under, the TRA dated as of October 7, 2013 by and between RE/MAX Holdings and Weston Presidio. In connection therewith, the Company entered into a joinder to the TRA on May 29, 2015 with Weston Presidio and Oberndorf (the “Joinder Agreement”). Neither the assignment and transfer nor the Joinder Agreement impacted the financial position, results of operations or cash flows of the Company.
Payments Pursuant to the Tax Receivable Agreements
As of December 31, 2016, the Company reflected a liability of $98,809,000 representing the payments due to RIHI and Oberndorf under the terms of the TRAs (see current and non-current portion of “Payable pursuant to tax receivable agreements” in the accompanying Consolidated Balance Sheets).
As of December 31, 2016, the Company estimates that amounts payable pursuant to the TRAs within the next 12-month period will be approximately $13,235,000, of which $2,602,000 is related to RE/MAX Holdings’ 2014 federal and state tax returns, $4,605,000 is related to RE/MAX Holdings’ 2015 federal and state tax returns and the remainder is related to RE/MAX Holdings’ 2016 federal and state tax returns. To determine the current amount of the payments due to RIHI and Oberndorf, the Company estimated the amount of taxable income that RE/MAX Holdings generated as well as the amount of the specified deductions subject to the TRAs which were realized by RE/MAX Holdings in its federal and state tax returns. This amount was then used as a basis for determining the Company’s increase in estimated tax cash savings as a result of such deductions on which a current TRA obligation became due (i.e. payable within 12 months of the Company’s year-end). These calculations are performed pursuant to the terms of the TRAs. The Company paid $1,344,000 and $0 pursuant to the terms of the TRAs during the years ended December 31, 2016 and 2015, respectively. On January 20, 2017, the Company paid $1,931,000 pursuant to the TRAs.
The timing and amount of the payments to be made under the TRAs are subject to certain contingencies, including RE/MAX Holdings having sufficient taxable income to utilize all of the tax benefits defined in the TRAs. If the Company elects to terminate the TRAs early, the Company would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the TRAs, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits.
Obligations pursuant to the TRAs are obligations of RE/MAX Holdings. They do not impact the non-controlling interest. These obligations are not income tax obligations and have no impact on the “Provision for income taxes” in the accompanying Consolidated Statements of Income. In general, items of income, gain, loss and deduction are allocated on the basis of the members’ ownership interests pursuant to the New RMCO, LLC Agreement after taking into consideration all relevant sections of the Internal Revenue Code.
|
5. Acquisitions and Dispositions
Acquisitions
RE/MAX of Georgia, Inc., RE/MAX of Kentucky/Tennessee, Inc. and RE/MAX of Southern Ohio, Inc.
On December 15, 2016, RE/MAX, LLC acquired certain assets of RE/MAX of Georgia, Inc. (“RE/MAX of Georgia”), RE/MAX of Kentucky/Tennessee, Inc. (“RE/MAX of Kentucky/Tennessee”), and RE/MAX of Southern Ohio, Inc. (“RE/MAX of Southern Ohio”), collectively (“RE/MAX Regional Services”) including the regional franchise agreements issued by the Company permitting the sale of RE/MAX franchises in the states of Georgia, Kentucky and Tennessee and in the Southern Ohio area for cash consideration of $50,400,000. RE/MAX, LLC acquired these assets in order to expand its owned and operated regional franchising operations. The Company funded the acquisition by refinancing its 2013 Senior Secured Credit Facility (See Note 9: Debt) and using cash from operations.
The regional franchise agreements acquired were preliminarily valued using an income approach which utilizes level 3 inputs, and are being amortized over the remaining contractual terms of approximately one year for RE/MAX of Georgia, Inc. and ten years for both RE/MAX of Kentucky/Tennessee, Inc. and RE/MAX of Southern Ohio, Inc. using the straight-line method. The preliminary estimated fair value of the assets acquired is subject to adjustments based on the Company’s final assessment of the fair values of the franchise agreements, which is the acquired asset with the highest likelihood of changing upon finalization of the valuation process.
RE/MAX of New Jersey, Inc.
On December 1, 2016, RE/MAX, LLC acquired certain assets of RE/MAX of New Jersey, Inc. (“RE/MAX of New Jersey”), including the regional franchise agreements issued by the Company permitting the sale of RE/MAX franchises in the state of New Jersey for cash consideration of $45,000,000. RE/MAX, LLC acquired these assets in order to expand its owned and operated regional franchising operations. The Company used cash generated from operations to fund the acquisition.
The regional franchise agreements acquired were preliminarily valued using an income approach, which utilizes level 3 inputs, and are being amortized over the remaining contractual term of approximately eight years using the straight-line method. The preliminary estimated fair value of the assets acquired is subject to adjustments based on the Company’s final assessment of the fair values of the franchise agreements, which is the acquired asset with the highest likelihood of changing upon finalization of the valuation process.
Full House Mortgage Connection, Inc.
Motto Franchising, LLC (“Motto Franchising”), a wholly-owned subsidiary of RE/MAX, LLC, was formed and developed to franchise mortgage brokerages. On September 12, 2016, Motto Franchising acquired certain assets of Full House Mortgage Connection, Inc. (“Full House”), a franchisor of mortgage brokerages that created concepts used to develop Motto, for initial cash consideration of $8,000,000. Motto Franchising, as a franchisor, grants each franchisee a license to use the Motto Mortgage brand, trademark, promotional and operating materials and concepts. The Company used cash generated from operations to initially fund the acquisition. Additional cash consideration may be required based on future revenues generated, as discussed below.
The following table summarizes the estimated consideration transferred at the acquisition (in thousands):
Cash consideration |
$ |
8,000 |
Contingent purchase consideration |
|
6,300 |
Total purchase price |
$ |
14,300 |
The Company is required to pay additional purchase consideration totaling eight percent of gross revenues generated by Motto each year for the next ten years, excluding certain fees, with no limitation as to the maximum payout. The consideration is payable following each anniversary of the acquisition, beginning October 1, 2017 and ending September 30, 2026. The acquisition date fair value of the contingent purchase consideration of $6,300,000 represents the forecasted discounted cash payments that the Company expects to pay Full House with respect to the acquired business. The Company’s accrued contingent purchase consideration is categorized in Level 3 of the fair value hierarchy. See Note 10, Fair Value Measurements, for further detail.
The Company will amortize the non-compete agreement over a useful life of 10 years using the straight-line method, which approximates the timing in which the Company expects to receive the benefit from the agreement. As of December 31, 2016, the Company has finalized its purchase allocations related to the acquisition of Full House.
RE/MAX of Alaska, Inc.
On April 1, 2016, RE/MAX, LLC acquired certain assets of RE/MAX of Alaska, Inc. (“RE/MAX of Alaska”), including the regional franchise agreements issued by the Company permitting the sale of RE/MAX franchises in the state of Alaska for cash consideration of $1,500,000. RE/MAX, LLC acquired these assets in order to expand its owned and operated regional franchising operations. The Company used cash generated from operations to fund the acquisition.
The regional franchise agreements acquired were valued using an income approach, which utilizes level 3 inputs, and are being amortized over the remaining contractual term of approximately five years using the straight-line method. As of December 31, 2016, the Company has finalized its purchase allocations related to the acquisition of RE/MAX of Alaska.
RE/MAX of New York, Inc.
On February 22, 2016, RE/MAX, LLC acquired certain assets of RE/MAX of New York, Inc. (“RE/MAX of New York”), including the regional franchise agreements issued by the Company permitting the sale of RE/MAX franchises in the state of New York for cash consideration of $8,500,000. RE/MAX, LLC acquired these assets in order to expand its owned and operated regional franchising operations. The Company used cash generated from operations to fund the acquisition.
The regional franchise agreements acquired were valued using an income approach, which utilizes level 3 inputs, and are being amortized over the remaining contractual term of approximately eleven years using the straight-line method. As of December 31, 2016, the Company has finalized its purchase allocations related to the acquisition of RE/MAX of New York.
The following table summarizes the allocation of the purchase price to the fair value of assets acquired for the aforementioned acquisitions (in thousands):
|
|
|
RE/MAX Regional Services |
|
|
RE/MAX of New Jersey |
|
|
Full House |
|
|
RE/MAX of Alaska |
|
|
RE/MAX of New York |
|
|
Total |
Cash and cash equivalents |
|
$ |
- |
|
$ |
335 |
|
$ |
- |
|
$ |
- |
|
$ |
131 |
|
$ |
466 |
Franchise agreements |
|
|
28,000 |
|
|
28,200 |
|
|
- |
|
|
529 |
|
|
5,000 |
|
|
61,729 |
Non-compete agreement |
|
|
- |
|
|
- |
|
|
2,500 |
|
|
- |
|
|
- |
|
|
2,500 |
Other assets |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
340 |
|
|
340 |
Goodwill |
|
|
22,400 |
|
|
16,465 |
|
|
11,800 |
|
|
971 |
|
|
3,029 |
|
|
54,665 |
Total purchase price |
|
$ |
50,400 |
|
$ |
45,000 |
|
$ |
14,300 |
|
$ |
1,500 |
|
$ |
8,500 |
|
$ |
119,700 |
Acquisition-related costs(a) |
|
$ |
495 |
|
$ |
458 |
|
$ |
130 |
|
$ |
15 |
|
$ |
141 |
|
$ |
1,239 |
Revenue since acquisition date(b) |
|
$ |
265 |
|
$ |
424 |
|
$ |
3 |
|
$ |
182 |
|
$ |
1,867 |
|
$ |
2,741 |
(a) |
Includes acquisition-related costs such as legal, accounting and advisory fees as well as consulting fees for integration services for the year ended December 31, 2016 that are included in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. |
(b) |
Includes the amount of revenue of the acquiree since the acquisition date through the year ended December 31, 2016 that are included in the accompanying Consolidated Statements of Income. |
The acquired assets of RE/MAX Regional Services, RE/MAX of New Jersey, RE/MAX of Alaska and RE/MAX of New York each constitute a business and were accounted for using the fair value acquisition method. The acquired assets of Full House constitute a business and were accounted for as a business combination using the fair value acquisition method. The total purchase price for all 2016 acquisitions was allocated to the assets acquired based on their estimated fair values. The excess of the total purchase price over the estimated fair value of the identifiable assets acquired was recorded as goodwill. The goodwill recognized for all 2016 acquisitions is attributable to expected synergies and projected long term revenue growth. All of the goodwill recognized is tax deductible.
Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the acquisitions of RE/MAX Regional Services, RE/MAX of New Jersey, Full House, RE/MAX of Alaska and RE/MAX of New York had occurred on January 1, 2015. The historical financial information has been adjusted to give effect to events that are (1) directly attributed to the acquisitions, (2) factually supportable and (3) expected to have a continuing impact on the combined results, including additional amortization expense associated with the valuation of the acquired franchise agreements. This unaudited pro forma information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the acquisitions had actually occurred on that date, nor of the results that may be obtained in the future.
|
Year Ended December 31, |
||||
|
2016 |
|
2015 |
||
|
(In thousands, except per share amounts) |
||||
Total revenue |
$ |
188,352 |
|
$ |
189,397 |
Net income attributable to RE/MAX Holdings, Inc. |
$ |
23,735 |
|
$ |
16,825 |
Basic earnings per common share |
$ |
1.35 |
|
$ |
1.33 |
Diluted earnings per common share |
$ |
1.34 |
|
$ |
1.31 |
Dispositions
STC Northwest, LLC d/b/a RE/MAX Northwest Realtors
On January 20, 2016, the Company sold certain operating assets and liabilities related to three owned brokerage offices located in the U.S., of STC Northwest, LLC d/b/a RE/MAX Northwest Realtors, a wholly owned subsidiary of the Company. The Company recognized a loss on the sale of the assets and the liabilities transferred of approximately $90,000 during the first quarter of 2016, which is reflected in “Loss (gain) on sale or disposition of assets, net” in the accompanying Consolidated Statements of Income. In connection with this sale, the Company transferred separate office franchise agreements to the purchaser, under which the Company will receive ongoing monthly continuing franchise fees, broker fees and franchise sales revenue.
Sacagawea, LLC d/b/a RE/MAX Equity Group
On December 31, 2015, the Company sold certain operating assets and liabilities related to 12 owned brokerage offices located in the U.S., of Sacagawea, LLC d/b/a RE/MAX Equity Group (“RE/MAX Equity Group”), a wholly owned subsidiary of the Company. The Company recognized a gain on the sale of the assets of approximately $2,794,000 during the fourth quarter of 2015, which is reflected in “Loss (gain) on sale or disposition of assets, net” in the accompanying Consolidated Statements of Income. In connection with this sale, the Company transferred separate office franchise agreements to the purchaser, under which the Company will receive ongoing monthly continuing franchise fees, broker fees and franchise sales revenue.
RB2B, LLC d/b/a RE/MAX 100
On April 10, 2015, the Company sold certain operating assets and liabilities related to six owned brokerage offices located in the U.S., of RB2B, LLC d/b/a RE/MAX 100 (“RE/MAX 100”), a wholly owned subsidiary of the Company. The Company recognized a gain on the sale of the assets and the liabilities transferred of $615,000 during the second quarter of 2015, which is reflected in “Loss (gain) on sale or disposition of assets, net” in the accompanying Consolidated Statements of Income. In connection with this sale, the Company transferred separate office franchise agreements to the purchaser, under which the Company will receive ongoing monthly continuing franchise fees, broker fees and franchise sales revenue.
Disposition of RE/MAX Caribbean Islands, Inc.
On December 31, 2014, the Company sold substantially all of the assets of its owned and operated regional franchising operations located in the Caribbean and Central America for a net purchase price of approximately $100,000 and recognized a gain on the sale of the assets of approximately $12,000 which is reflected in “Loss (gain) on sale or disposition of assets, net” in the accompanying Consolidated Statements of Income. In connection with the sale of the assets, the Company entered into separate regional franchise agreements effective January 1, 2015 with a term of 20 years with the purchasers, under which the Company will receive ongoing monthly continuing franchise fees, broker fees and franchise sales revenue.
|
6. Property and Equipment
Property and equipment consist of the following (in thousands):
|
|
|
|
As of December 31, |
||||
|
|
Depreciable Life |
|
2016 |
|
2015 |
||
Leasehold improvements |
|
Shorter of estimated useful life or life of lease |
|
$ |
3,063 |
|
$ |
2,258 |
Office furniture, fixtures and equipment |
|
2 - 10 years |
|
|
11,660 |
|
|
12,046 |
Equipment under capital leases |
|
Shorter of estimated useful life or life of lease |
|
|
164 |
|
|
1,274 |
|
|
|
|
|
14,887 |
|
|
15,578 |
Less accumulated depreciation |
|
|
|
|
(12,196) |
|
|
(13,183) |
|
|
|
|
$ |
2,691 |
|
$ |
2,395 |
Depreciation expense was $868,000, $1,045,000 and $1,110,000 for the years ended December 31, 2016, 2015 and 2014, respectively.
|
7. Intangible Assets and Goodwill
The following table provides the components of the Company’s intangible assets (in thousands, except weighted average amortization period in years):
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
As of December 31, 2016 |
|
As of December 31, 2015 |
||||||||||||||
|
|
Amortization |
|
Initial |
|
Accumulated |
|
Net |
|
Initial |
|
Accumulated |
|
Net |
||||||
|
|
Period |
|
Cost |
|
Amortization |
|
Balance |
|
Cost |
|
Amortization |
|
Balance |
||||||
Franchise agreements |
|
11.6 |
|
$ |
224,167 |
|
$ |
(115,027) |
|
$ |
109,140 |
|
$ |
162,438 |
|
$ |
(100,499) |
|
$ |
61,939 |
Other intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software(a) |
|
4.6 |
|
$ |
13,207 |
|
$ |
(7,154) |
|
$ |
6,053 |
|
$ |
10,885 |
|
$ |
(7,325) |
|
$ |
3,560 |
Trademarks |
|
14.2 |
|
|
3,102 |
|
|
(1,782) |
|
|
1,320 |
|
|
2,985 |
|
|
(1,604) |
|
|
1,381 |
Non-compete |
|
10.0 |
|
|
2,500 |
|
|
(62) |
|
|
2,438 |
|
|
— |
|
|
— |
|
|
— |
Total other intangible assets |
|
7.9 |
|
$ |
18,809 |
|
$ |
(8,998) |
|
$ |
9,811 |
|
$ |
13,870 |
|
$ |
(8,929) |
|
$ |
4,941 |
(a) |
As of December 31, 2016 and December 31, 2015, capitalized software development costs of $356,000 and $3,165,000, respectively, were recorded in “Other intangible assets” in the accompanying Consolidated Balance Sheets. As of these dates, the associated information technology infrastructure projects were not complete and ready for their intended use and thus were not subject to amortization. |
Amortization expense was $15,226,000, $14,079,000 and $14,206,000 for the years ended December 31, 2016, 2015 and 2014, respectively.
As of December 31, 2016, the estimated future amortization expense for the next five years related to intangible assets with definite lives is as follows (in thousands):
Year ending December 31: |
|
|
|
2017(a) |
|
$ |
19,643 |
2018 |
|
|
14,807 |
2019 |
|
|
14,632 |
2020 |
|
|
14,441 |
2021 |
|
|
14,065 |
|
|
$ |
77,588 |
(a) |
The decrease in estimated future amortization expense is due to certain acquired franchise agreements reaching the end of their contractual term during the year ended December 31, 2017. |
The following table presents changes to goodwill for the years ended December 31, 2016 and 2015 (in thousands):
|
|
|
Domestic Owned Regions |
|
|
Global Owned Regions |
|
|
Total |
Balance, January 1, 2015 |
|
$ |
68,809 |
|
$ |
3,654 |
|
$ |
72,463 |
Effect of changes in foreign currency exchange rates |
|
|
- |
|
|
(592) |
|
|
(592) |
Balance, December 31, 2015 |
|
|
68,809 |
|
|
3,062 |
|
|
71,871 |
Goodwill recognized related to current year acquisitions |
|
|
54,665 |
|
|
- |
|
|
54,665 |
Effect of changes in foreign currency exchange rates |
|
|
- |
|
|
97 |
|
|
97 |
Balance, December 31, 2016 |
|
$ |
123,474 |
|
$ |
3,159 |
|
$ |
126,633 |
|
8. Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
|
|
As of December 31, |
||||
|
|
2016 |
|
2015 |
||
Accrued payroll and related employee costs |
|
$ |
7,035 |
|
$ |
8,040 |
Accrued property taxes |
|
|
1,554 |
|
|
1,594 |
Accrued professional fees |
|
|
1,382 |
|
|
981 |
Lease-related accruals |
|
|
353 |
|
|
354 |
Other (a) |
|
|
2,774 |
|
|
5,113 |
|
|
$ |
13,098 |
|
$ |
16,082 |
(a) |
Other accrued liabilities as of December 31, 2015 include $3,251,000 payable in connection with the December 28, 2015 judgment resulting from the litigation matter concerning the Company’s acquisition of the net assets of HBN, which was paid on February 2, 2016, as discussed in Note 15, Commitments and Contingencies. |
|
9. Debt
Debt consists of the following (in thousands):
|
|
As of December 31, |
||||
|
|
2016 |
|
2015 |
||
Senior Secured Credit Facility |
|
$ |
234,412 |
|
$ |
202,635 |
Less unamortized debt issuance costs |
|
|
(2,076) |
|
|
(1,527) |
Less unamortized debt discount costs |
|
|
(1,516) |
|
|
(751) |
Less current portion |
|
|
(2,350) |
|
|
(14,805) |
|
|
$ |
228,470 |
|
$ |
185,552 |
Maturities of debt are as follows as of December 31, 2016 (in thousands):
Year ending December 31: |
|
|
|
2017 |
|
$ |
2,350 |
2018 |
|
|
2,350 |
2019 |
|
|
2,350 |
2020 |
|
|
2,350 |
2021 |
|
|
2,350 |
Thereafter |
|
|
222,662 |
|
|
$ |
234,412 |
Senior Secured Credit Facility
On July 31, 2013, the Company entered into a new credit agreement with several lenders and administered by a bank, referred to herein as the “2013 Senior Secured Credit Facility.” The 2013 Senior Secured Credit Facility consisted of a $230,000,000 term loan facility and a $10,000,000 revolving loan facility.
On March 11, 2015, the 2013 Senior Secured Credit Facility was amended, providing for an increase to the maximum applicable margin for both London Interbank Offered Rate (“LIBOR”) and Alternate Base Rate (“ABR”) loans by 0.25%, and a modification of certain liquidity covenants in order to increase the amounts the Company may distribute in the form of dividends to its non-controlling unitholders and stockholders of its Class A common stock, referred to herein as the “First Amendment.” In connection with the First Amendment, the Company incurred costs of $1,086,000 during the year ended December 31, 2015, of which $555,000 was recorded as an unamortized debt discount and are being amortized over the remaining term of the 2013 Senior Secured Credit Facility and the remaining $531,000 was expensed as incurred.
On November 22, 2016, the 2013 Senior Secured Credit Facility was further amended, providing for an increase in the revolving commitment by $20,000,000 to a total of $30,000,000 effective upon the acquisition of RE/MAX Regional Services, and also waived certain limitations on acquisitions in order to enable us to consummate such acquisition.
On December 15, 2016, the 2013 Senior Secured Credit Facility was amended and restated, referred to herein as the “2016 Senior Secured Credit Facility.” The 2016 Senior Secured Credit Facility consists of a $235,000,000 term loan facility which matures on December 15, 2023 and a $10,000,000 revolving loan facility which must be repaid on December 15, 2021. The proceeds provided by the term loan were used to refinance and repay existing indebtedness and fund the acquisition of RE/MAX Regional Services. In connection with the 2016 Senior Secured Credit Facility, the Company incurred costs of $3,476,000 during the year ended December 31, 2016, of which $1,379,000 was recorded in “Debt, net of current portion” in the accompanying Consolidated Balance Sheets and are being amortized to interest expense over the term of the 2016 Senior Secured Credit Facility and the remaining $2,097,000 was expensed as incurred.
Borrowings under the term loans and revolving loans accrue interest, at our option on (a) LIBOR provided that LIBOR shall be no less than 0.75% plus a maximum applicable margin of 2.75% and, provided further, that LIBOR shall be adjusted for reserve requirements for eurocurrency liabilities, if any (the “Eurodollar Rate”) or (b) the greatest of (i) JPMorgan Chase Bank N.A.’s prime rate, (ii) the NYFRB Rate (as defined in the 2016 Senior Secured Credit Facility) plus 0.50% and (iii) the one-month Eurodollar Rate plus 1%, (such greatest rate, the “ABR”) plus, in each case, the applicable margin. The applicable margin for Eurodollar Rate loans is 2.75% and for ABR loans is 1.75%.
The 2013 Senior Secured Credit Facility required RE/MAX, LLC to repay term loans with 50% of excess cash flow at the end of the applicable year if its total leverage ratio as defined therein was in excess of 2.50:1.00, with such percentage decreasing as RE/MAX, LLC’s leverage ratio decreased. Under the 2013 Senior Secured Credit Facility, the Company was required to make principal payments out of excess cash flow, as well as from the proceeds of certain asset sales, proceeds from the issuance of indebtedness and from insurance recoveries. The Company made excess cash flow prepayments of $12,727,000, $7,320,000 and $14,627,000 during the years ended December 31, 2016, 2015 and 2014, respectively. The Company accounted for the mandatory principal excess cash flow prepayments as early extinguishments of debt and recorded a loss during the years ended December 31, 2016, 2015 and 2014 of $136,000, $94,000 and $178,000, respectively, related to unamortized debt discount and issuance costs.
The 2016 Senior Secured Credit Facility requires RE/MAX, LLC to repay term loans and reduce revolving commitments with (i) 100.0% of proceeds of any incurrence of additional debt not permitted by the 2016 Senior Secured Credit Facility, (ii) 100.0% of proceeds of asset sales and 100.0% of amounts recovered under insurance policies, subject to certain exceptions and a reinvestment right and (iii) 50.0% of excess cash flow at the end of the applicable fiscal year if RE/MAX, LLC’s total leverage ratio as defined in the 2016 Senior Secured Credit Facility is in excess of 3.25:1.00, with such percentage decreasing as RE/MAX, LLC’s leverage ratio decreases. No mandatory prepayment and commitment reduction is required if the total leverage ratio as defined by the 2016 Senior Secured Credit Facility as of the last day of such fiscal year is less than 2.75 to 1.0. The Company’s total leverage ratio was less than 2.75 to 1.0 as of December 31, 2016, and as a result, the Company does not expect to make an excess cash flow principal prepayment within the next 12-month period. Mandatory principal payments of approximately $588,000 are due quarterly until the facility matures on December 15, 2023. The Company may make optional prepayments on the term loan facility at any time without penalty; however, no such optional prepayments were made during the year ended December 31, 2016.
As of December 31, 2016, we had $230.8 million of term loans outstanding, net of an unamortized discount and issuance costs, and no revolving loans outstanding under our 2016 Senior Secured Credit Facility. Whenever amounts are drawn under the revolving line of credit, the 2016 Senior Secured Credit Facility requires compliance with a leverage ratio and an interest coverage ratio. A commitment fee of 0.5% per annum accrues on the amount of unutilized revolving line of credit. As of December 31, 2016, no amounts were drawn on the revolving line of credit.
The 2016 Senior Secured Credit Facility requires compliance with certain operational and financial covenants to the extent the Company has an outstanding balance on its revolving loan facility at the end of each quarter. The Company did not have an outstanding balance on the revolving loan facility as of December 31, 2016 and 2015, as such, no operational or financial covenants were in effect.
|
10. Fair Value Measurements
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, the Company follows a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
· |
Level 1: Quoted prices for identical instruments in active markets. |
· |
Level 2: Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations, in which all significant inputs are observable in active markets. Level 2 liabilities that are measured, but not carried, at fair value on a recurring basis include the Company’s debt. The fair value of the Company’s debt was estimated using a market approach based on the amount at the measurement date that the Company would pay to enter into the identical liability, since quoted prices for the Company’s debt instruments are not available. |
· |
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Level 3 liabilities that are measured at fair value on a recurring basis consist of the Company’s contingent consideration related to the acquisition of Full House. |
A summary of the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2016 is as follows (in thousands):
|
|
As of December 31, 2016 |
||||||
|
|
Fair Value |
|
Level 1 |
|
Level 2 |
|
Level 3 |
Liability |
|
|
|
|
|
|
|
|
Contingent consideration |
$ |
6,400 |
$ |
- |
$ |
- |
$ |
6,400 |
The Company did not have assets or liabilities measured at fair value on a recurring basis as of December 31, 2015.
The Company is required to pay additional purchase consideration totaling eight percent of gross revenues generated by Motto each year for the next ten years with no limitation as to the maximum payout. The consideration is payable following each anniversary, beginning October 1, 2017 and ending September 30, 2026. The acquisition date fair value of the contingent purchase consideration of $6,300,000 represents the forecasted discounted cash payments that the Company expects to pay the former owner of Full House with respect to Motto. The Company measures this liability each reporting period and recognizes changes in fair value, if any, in earnings of the Company and included in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. Increases or decreases in the fair value of the contingent purchase consideration can result from changes in discount rates as well as the timing and amount of forecasted cash payments derived from anticipated gross revenues. The change in value from September 30, 2016 to December 31, 2016 is primarily due to a change in the discount rate used.
The table below presents a reconciliation of all assets and liabilities of the Company measured at fair value on a recurring basis using significant unobservable inputs for the period from January 1, 2016 to December 31, 2016 (in thousands):
|
|
Fair value of Contingent Consideration Liability |
Balance at January 1, 2016 |
$ |
- |
Full House acquisition |
|
6,300 |
Fair market value adjustments |
|
100 |
Balance at December 31, 2016 |
$ |
6,400 |
The following table summarizes the carrying values and estimated fair values of the 2016 Senior Secured Credit Facility for the year ended December 31, 2016 and the 2013 Senior Secured Credit Facility for the year ended December 31, 2015 including the current portion (in thousands):
|
|
As of December 31, |
||||||||||
|
|
2016 |
|
2015 |
||||||||
|
|
Carrying Amounts |
|
Fair Value Level 2 |
|
Carrying Amounts |
|
Fair Value Level 2 |
||||
Senior Secured Credit Facility |
|
$ |
230,820 |
|
$ |
233,240 |
|
$ |
200,357 |
|
$ |
198,583 |
The Company assesses categorization of assets and liabilities by level at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer. There were no transfers between Levels I, II and III during the year ended December 31, 2016.
|
11. Income Taxes
“Income before provision for income taxes” as shown in the accompanying Consolidated Statements of Income is comprised of the following (in thousands):
|
|
Year Ended December 31, |
|||||||
|
|
2016 |
|
2015 |
|
2014 |
|||
Domestic |
|
$ |
51,778 |
|
$ |
52,127 |
|
$ |
40,103 |
Foreign |
|
|
11,305 |
|
|
11,253 |
|
|
13,824 |
Total |
|
$ |
63,083 |
|
$ |
63,380 |
|
$ |
53,927 |
Components of the “Provision for income taxes” in the accompanying Consolidated Statements of Income consist of the following (in thousands):
|
|
Year Ended December 31, |
|||||||
|
|
2016 |
|
2015 |
|
2014 |
|||
Current |
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
8,002 |
|
$ |
5,451 |
|
$ |
4,304 |
Foreign |
|
|
2,855 |
|
|
3,019 |
|
|
3,383 |
State and local |
|
|
943 |
|
|
1,029 |
|
|
396 |
Total current expense |
|
|
11,800 |
|
|
9,499 |
|
|
8,083 |
Deferred expense |
|
|
|
|
|
|
|
|
|
Federal |
|
|
3,222 |
|
|
2,333 |
|
|
1,741 |
Foreign |
|
|
13 |
|
|
25 |
|
|
(5) |
State and local |
|
|
238 |
|
|
173 |
|
|
129 |
Total deferred expense |
|
|
3,473 |
|
|
2,531 |
|
|
1,865 |
Provision for income taxes |
|
$ |
15,273 |
|
$ |
12,030 |
|
$ |
9,948 |
The provision for income taxes is comprised of a provision for income taxes attributable to RE/MAX Holdings and to entities other than RE/MAX Holdings. The provision for income taxes attributable to RE/MAX Holdings includes all U.S. federal and state income taxes on RE/MAX Holdings’ proportionate share of RMCO’s net income. The provision for income taxes attributable to entities other than RE/MAX Holdings represents taxes imposed directly on RE/MAX, LLC that are allocated to the non-controlling interest.
A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows:
|
|
|
Year Ended December 31, |
|
||||||
|
|
|
2016 |
|
|
2015 |
|
|
2014 |
|
U.S. statutory tax rate |
|
|
35.0 |
% |
|
35.0 |
% |
|
35.0 |
% |
Increase due to state and local taxes, net of federal benefit |
|
|
2.6 |
|
|
2.6 |
|
|
2.6 |
|
Effect of permanent differences |
|
|
(0.4) |
|
|
1.0 |
|
|
0.6 |
|
Income attributable to non-controlling interests |
|
|
(14.1) |
|
|
(19.7) |
|
|
(18.7) |
|
Other |
|
|
1.1 |
|
|
0.1 |
|
|
(1.1) |
|
Effective tax rate |
|
|
24.2 |
% |
|
19.0 |
% |
|
18.4 |
% |
The Company’s effective tax rate includes a rate benefit attributable to the fact that the Company’s subsidiaries operate as a series of limited liability companies which are not themselves subject to federal income tax. Accordingly, the portion of the Company’s subsidiaries earnings attributable to the non-controlling interest are subject to tax when reported as a component of the non-controlling interests’ taxable income and are excluded from the Provision for Income Taxes (See Note 3: Non-controlling Interest).
Income taxes payable were $379,000 and $451,000 at December 31, 2016 and 2015, respectively.
Deferred income taxes are provided for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the accompanying Consolidated Balance Sheets.
These temporary differences result in taxable or deductible amounts in future years. Details of the Company’s deferred tax assets and liabilities are summarized as follows (in thousands):
|
|
As of December 31, |
||||
|
|
2016 |
|
2015 |
||
Deferred tax assets |
|
|
|
|
|
|
Goodwill, other intangibles and other assets and liabilities |
|
$ |
90,686 |
|
$ |
95,275 |
Imputed interest deduction pursuant to tax receivable agreements |
|
|
8,483 |
|
|
8,476 |
Rent liabilities |
|
|
2,037 |
|
|
1,981 |
Compensation and benefits |
|
|
1,606 |
|
|
2,056 |
Accrued liabilities |
|
|
15 |
|
|
713 |
Allowance for doubtful accounts |
|
|
979 |
|
|
768 |
Contingent acquisition liability |
|
|
1,405 |
|
|
— |
Other |
|
|
840 |
|
|
442 |
Total deferred tax assets |
|
|
106,051 |
|
|
109,711 |
Deferred tax liabilities |
|
|
|
|
|
|
Property and equipment and other long lived assets |
|
|
(414) |
|
|
(466) |
Total deferred tax liabilities |
|
|
(414) |
|
|
(466) |
Total deferred tax assets and liabilities |
|
$ |
105,637 |
|
$ |
109,245 |
Net deferred tax assets are also recorded related to differences between the financial reporting basis and the tax basis of RE/MAX Holdings’ proportionate share of the net assets of RMCO. Based on the Company’s historical taxable income and its expected future earnings, management evaluates the uncertainty associated with booking tax benefits and determined that the deferred tax assets are more likely than not to be realized, including evaluation of deferred tax liabilities and the expectation of future taxable income.
The Company does not believe it has any significant uncertain tax positions. Accordingly, the Company did not record any adjustments or recognize interest expense for uncertain tax positions for the years ended December 31, 2016, 2015 and 2014. In the future, if uncertain tax positions arise, interest and penalties will be accrued and included in the “Provision for income taxes” in the accompanying Consolidated Statements of Income.
The Company and its subsidiaries file, or will file, income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. RE/MAX Holdings will file its 2016 income tax return by September 15, 2017. RE/MAX Holdings filed its 2015 tax return on September 14, 2016, its 2014 tax return on September 9, 2015 and its initial income tax return for the period from October 7, 2013 through December 31, 2013 on September 12, 2014. RMCO is not subject to domestic federal income taxes as it is a flow-through entity, however, RMCO is still required to file an annual U.S. Return of Partnership Income. The Company was notified on January 6, 2016 that RMCO’s 2013 U.S. Return of Partnership Income was selected for examination by the Internal Revenue Service. The audit commenced in April 2016 and concluded in June 2016 and no changes were made as a result of the audit. With respect to state and local jurisdictions and countries outside of the U.S., the Company and its subsidiaries are typically subject to examination for three to four years after the income tax returns have been filed.
|
12. Capital Structure
RE/MAX Holdings Capital Structure
RE/MAX Holdings has two classes of common stock, Class A common stock and Class B common stock, which are described as follows:
Class A common stock
Holders of shares of Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Additionally, holders of shares of Class A common stock are entitled to receive dividends when and if declared by the Company’s Board of Directors, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.
Upon dissolution, liquidation or the sale of all or substantially all of the Company’s assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A common stock will be entitled to receive the Company’s remaining assets available for distribution on a pro-rata basis.
Holders of shares of Class A common stock do not have preemptive, subscription, redemption or conversion rights.
Class B common stock
RIHI is the sole holder of Class B common stock. The holder of Class B common stock is entitled to two votes for each Common Unit in RMCO held by the holder, without regard to the number of shares of Class B common stock held. Accordingly, Common Unitholders of RMCO collectively have a number of votes in RE/MAX Holdings that is equal to two times the aggregate number of Common Units that they hold.
The voting rights of the Class B common stock will be reduced to one times the aggregate number of RMCO Common Units held after any of the following events: (i) October 7, 2018; (ii) the death of David Liniger, the Company’s Chief Executive Officer, Chairman and Co-Founder; or (iii) at such time as RIHI’s ownership of RMCO Common Units falls below 30% of the number of RMCO common units held by RIHI immediately after the IPO. Additionally, if any Common Units of RMCO are validly transferred in accordance with the terms of the New RMCO, LLC Agreement, the voting rights of the corresponding shares of Class B common stock transferred will also be reduced to one times the aggregate number of RMCO Common Units held by such transferee, unless the transferee is David Liniger.
Holders of shares of Class A common stock and Class B common stock vote together as a single class on all matters presented to the Company’s stockholders for their vote or approval, except as otherwise required by applicable law.
Holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon a dissolution or liquidation or the sale of all or substantially all of the Company’s assets. Additionally, holders of shares of Class B common stock do not have preemptive, subscription, redemption or conversion rights.
|
13. Equity-Based Compensation
On September 30, 2013, the Company’s Board of Directors adopted the RE/MAX Holdings, Inc. 2013 Omnibus Incentive Plan (the “2013 Incentive Plan”), which authorized 2,365,793 shares. The 2013 Incentive Plan became effective on September 30, 2013 and provides for the grant of incentive stock options to the Company’s employees, and for the grant of shares of the RE/MAX Holdings Class A common stock, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), dividend equivalent rights, cash-based awards and any combination thereof to employees, directors and consultants of the Company.
The Company recognizes equity-based compensation expense in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. The Company recognizes corporate income tax benefits relating to the exercise of options and vesting of restricted stock units in “Provision for income taxes” in the accompanying Consolidated Statements of Income.
Employee stock-based compensation expense under the Company’s 2013 Incentive Plan was as follows (in thousands):
|
Year Ended December 31, |
|||||||
|
2016 |
|
2015 |
|
2014 |
|||
Expense from RSUs |
$ |
2,330 |
|
$ |
1,453 |
|
$ |
2,002 |
Excess tax benefit from share-based compensation |
|
(261) |
|
|
(2,770) |
|
|
(736) |
Net compensation cost (benefit) |
$ |
2,069 |
|
$ |
(1,317) |
|
$ |
1,266 |
Restricted Stock Units
The following table summarizes the Company’s activity for restricted stock units for the year ended December 31, 2016:
|
|
|
|
|
|
Weighted average grant date |
|
|
|
Restricted Stock Units |
|
|
fair value per share |
Nonvested at January 1, 2016 |
|
|
96,765 |
|
$ |
30.80 |
Granted |
|
|
89,359 |
|
$ |
33.24 |
Shares vested (including tax withholding) (a) |
|
|
(53,779) |
|
$ |
29.75 |
Forfeited |
|
|
(5,334) |
|
$ |
30.02 |
Nonvested at December 31, 2016 |
|
|
127,011 |
|
$ |
33.00 |
(a) |
Pursuant to the terms of the 2013 Incentive Plan, RSUs withheld by the Company for the payment of the employee's tax withholding related to an RSU vesting are added back to the pool of shares available for future awards. |
The following table summarizes information about our RSU grants during the years ended December 31, 2016, 2015 and 2014:
|
|
|
Year ended December 31, |
||||||
|
|
|
2016 |
|
|
2015 |
|
|
2014 |
Weighted average grant date fair value per RSU granted |
|
$ |
33.24 |
|
$ |
32.45 |
|
$ |
- |
As of December 31, 2016, there was $2,603,000 of total unrecognized stock-based compensation expense related to unvested RSUs. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.83 years.
At December 31, 2016, there were 2,168,516 additional shares available for the Company to grant under the 2013 Incentive Plan.
Stock Options
During 2012, RMCO adopted an equity-based compensation plan (the “Plan”) pursuant to which RMCO’s Board of Managers granted 31,500 RMCO Class B common unit options to certain employees. On October 1, 2013 and in connection with the IPO, the Class B common unit options were split 25 for 1 and then substituted for 787,500 options to acquire shares of RE/MAX Holdings’ Class A common stock.
The following table summarizes the Company’s stock option activity for the year ended December 31, 2016:
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
|
|
Weighted Average |
|
Remaining |
|
Aggregate |
||
|
|
Options |
|
Exercise Price |
|
Contractual Term |
|
Intrinsic Value |
||
|
|
|
|
|
|
|
(in years) |
|
(in thousands) |
|
Options Outstanding at January 1, 2016 |
|
28,057 |
|
$ |
3.60 |
|
|
|
|
|
Granted |
|
— |
|
|
|
|
|
|
|
|
Exercised |
|
(28,057) |
|
$ |
3.60 |
|
|
|
|
|
Forfeited |
|
— |
|
|
|
|
|
|
|
|
Options Outstanding at December 31, 2016 |
|
— |
|
|
|
|
— |
|
$ |
— |
Exercisable at December 31, 2016 |
|
— |
|
|
|
|
— |
|
$ |
— |
The Company received $101,000, $2,248,000 and $486,000 in cash proceeds related to the exercise of stock options during the years ended December 31, 2016, 2015 and 2014, respectively. Upon the exercise of stock options, shares of Class A common stock are issued from authorized common shares. The total intrinsic value of stock options exercised during the years ended December 31, 2016, 2015 and 2014 were $915,000, $19,154,000 and $3,839,000 respectively.
|
14. Leadership Changes and Restructuring Activities
On January 7, 2016, the Company’s former Chief Financial Officer and Chief Operating Officer entered into a separation and transition agreement (the “Separation and Transition Agreement”) pursuant to which he served as Co-Chief Financial Officer from January 15, 2016 through March 31, 2016 and separated from the Company effective March 31, 2016. The Company recorded a liability, measured at its estimated fair value, for payments to be made under the Separation and Transition Agreement, with a corresponding charge to “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. The Company incurred a total cost of $1,043,000, including $331,000 of equity-based compensation expense during the year ended December 31, 2016. All amounts were paid during the year ended December 31, 2016.
On May 4, 2015, the Company’s former President entered into a retirement agreement with the Company (the “Retirement Agreement”) pursuant to which he retired on August 19, 2015. Subject to the terms of the Retirement Agreement, the Company is required to provide retirement benefits over a 24-month period, beginning in September 2015. The Company recorded a liability, measured at its estimated fair value, for payments that will be made under the Retirement Agreement, with a corresponding charge to “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. The Company incurred a total cost of $877,000, including $216,000 of equity-based compensation expense, during the year ended December 31, 2015. As of December 31, 2016 and December 31, 2015, the short-term portion of the liability was $175,000 and $250,000, respectively, and is included in “Accrued liabilities” in the accompanying Consolidated Balance Sheets. As of December 31, 2016 and December 31, 2015, the long-term portion of the liability was $0 and $175,000, respectively, and is included in “Other liabilities, net of current portion” in the accompanying Consolidated Balance Sheets.
On December 31, 2014, the Company’s former Chief Executive Officer retired and pursuant to the terms of the Separation and Release of Claims Agreement (the “Separation Agreement”), the Company is required to provide severance and other related benefits over a 36-month period, beginning in October 2015. The Company recorded a liability, measured at its estimated fair value, for payments that will be made under the Separation Agreement, with a corresponding charge to “Selling, general and administrative expenses” The Company will incur a total cost of $3,581,000, including $1,007,000 of equity-based compensation expense related to this retirement. Of this amount, the Company has recognized a total of $3,569,000, of which $12,000 was incurred during the year ended December 31, 2016. As of December 31, 2016 and 2015, the short-term portion of the liability was $789,000 and $759,000, respectively, and is included in “Accrued liabilities” in the accompanying Consolidated Balance Sheets. As of December 31, 2016 and 2015, the long-term portion of the liability was $0 and $789,000, respectively, and is included in “Other liabilities, net of current portion” in the accompanying Consolidated Balance Sheets.
In addition, management of the Company approved and implemented a restructuring plan during the fourth quarter of 2014 designed to improve operating efficiencies, which reduced the Company’s overall headcount at its corporate headquarters (the “Restructuring Plan”). In connection with the Restructuring Plan, the Company incurred a total of $1,303,000 in expenses related to severance and outplacement services provided to certain former employees of the Company, all of which was recorded during the year ended December 31, 2014. These expenses are included in “Selling, general and administrative expenses” in the accompanying Consolidated Statements of Income.
The Company’s severance and other related expenses incurred for the aforementioned leadership changes and restructuring activities were $1,055,000, $1,091,000 and $4,848,000 for the years ended December 31, 2016, 2015 and 2014, respectively, which is included in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income.
The following table presents a rollforward of the estimated fair value liability established for the aforementioned leadership changes and restructuring activities during the years ended December 31, 2016 and 2015 (in thousands):
|
|
2016 |
|
2015 |
||
Balance, January 1 |
|
$ |
1,973 |
|
$ |
2,408 |
Severance and other related expenses |
|
|
1,055 |
|
|
1,091 |
Accretion |
|
|
59 |
|
|
82 |
Cash payments |
|
|
(1,792) |
|
|
(1,392) |
Non-cash adjustment (a) |
|
|
(331) |
|
|
(216) |
Balance, December 31 |
|
$ |
964 |
|
$ |
1,973 |
(a) |
For the year ended December 31, 2016, the non-cash adjustment represents the non-cash equity-based compensation expense recorded for the accelerated vesting of restricted stock units pursuant to the terms of the Separation and Transition Agreement. For the year ended December 31, 2015, the non-cash adjustment represents the non-cash equity-based compensation expense recorded for the accelerated vesting of restricted stock units pursuant to the terms of the Retirement Agreement. |
|
15. Commitments and Contingencies
Commitments
The Company leases offices and equipment under noncancelable leases, subject to certain provisions for renewal options and escalation clauses. Future minimum payments (including those allocated to an affiliate) under these leases and commitments, net of payments under sublease agreements, are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Rent Payments |
|
Sublease Receipts |
|
Total Cash Outflows |
|||
Year ending December 31: |
|
|
|
|
|
|
|
|
|
2017 |
|
$ |
8,327 |
|
$ |
(915) |
|
$ |
7,412 |
2018 |
|
|
8,504 |
|
|
(894) |
|
|
7,610 |
2019 |
|
|
8,624 |
|
|
(527) |
|
|
8,097 |
2020 |
|
|
8,875 |
|
|
(119) |
|
|
8,756 |
2021 |
|
|
8,815 |
|
|
— |
|
|
8,815 |
Thereafter |
|
|
59,451 |
|
|
— |
|
|
59,451 |
|
|
$ |
102,596 |
|
$ |
(2,455) |
|
$ |
100,141 |
Minimum rent payments under noncancelable operating leases are recognized on a straight-line basis over the terms of the leases. Rent expense, excluding amounts related to gain or loss on sublease, was $7,531,000, $10,629,000 and $12,362,000 for the years ended December 31, 2016, 2015 and 2014, respectively, net of amounts recorded under sublease agreements of $1,142,000, $1,163,000 and $1,126,000 for the years ended December 31, 2016, 2015 and 2014, respectively.
In April 2010, the Company entered into an 18-year lease for its corporate headquarters office building (the “Master Lease”). The Company may, at its option, extend the Master Lease for two renewal periods of 10 years. Under the terms of the Master Lease, the Company pays an annual base rent, which escalates 3% each year, including the first optional renewal period. The first year of the second optional renewal period is at a fair market rental value, and the rent escalates 3% each year until expiration. The Company pays for operating expenses in connection with the ownership, maintenance, operation, upkeep and repair of the leased space. The Company may assign or sublet an interest in the Master Lease only with the approval of the landlord.
Upon entering into the Master Lease, the Company became the primary lessee for all facilities located on the headquarter property and issued subleases to two retail tenants already established on the property. The subleases range from 4,000 square feet to 10,500 square feet, have initial lease terms ranging from 5 to 10 years and renewal options ranging from two 5-year renewal options to nine 5-year renewal options. The lease for one of the retail tenants expired in November 2016 and was not renewed. The Company is currently seeking a new tenant for that property.
On November 15, 2013, the Company entered into a sublease agreement with a tenant with a sublease term of five years to lease up to 20,000 square feet of office space under the Master Lease. At that time, the Company’s expected costs related to the subleased space exceeded the anticipated revenues the Company expected to receive, and as a result, the Company recorded a loss related to the subleased office space of $1,179,000 during the year ended December 31, 2013. As of December 31, 2016 and 2015, the short-term portion of the liability was approximately $353,000 and $349,000, respectively, and is included in “Accrued liabilities” in the accompanying Consolidated Balance Sheets. As of December 31, 2016 and 2015, the long-term portion of the liability was approximately $446,000 and $799,000, respectively, and is included in “Other liabilities, net of current portion” in the accompanying Consolidated Balance Sheets.
Contingencies
In connection with the Purchase of Full House, as described in Note 5, Acquisitions and Dispositions, the Company entered into an arrangement to pay additional purchase consideration based on Motto’s future gross revenues, excluding certain fees, over the next ten years. As of December 31, 2016, this liability was estimated to be $6,400,000 and the short-term portion of the liability of $160,000 is included in “Accrued liabilities” in the accompanying Consolidated Balance Sheets and the long-term portion of the liability of $6,240,000 is recorded in “Other liabilities, net of current portion” in the accompanying Consolidated Balance Sheets.
In connection with the sale of the assets and liabilities related to the Company’s owned brokerage offices as described in Note 5, Acquisitions and Dispositions, the Company entered into three Assignment and Assumption of Leases Agreements (the “Assignment Agreements”) pursuant to which the Company assigned its obligations under and rights, title and interest in 21 leases to the respective purchasers. For certain leases, the Company remains secondarily liable for future lease payments over approximately the next 55-month period under the respective lease agreements and accordingly, as of December 31, 2016, the Company has outstanding lease guarantees of $6,222,000. This amount represents the maximum potential amount of future payments under the respective lease guarantees. In the event of default by the purchaser, the indemnity and default clauses in the Assignment Agreements govern the Company’s ability to pursue and recover damages incurred, if any, against the purchaser. As of December 31, 2016, the likelihood of default by the purchaser on one of the Assignment Agreements was deemed to be reasonably possible and as such, the Company recognized a loss of $243,000 in “Loss (gain) on sale or disposition of assets, net” in the accompanying Consolidated Statements of Income during the year ended December 31, 2016. As of December 31, 2016, the short-term portion of the liability was $49,000 and is included in “Accrued liabilities” in the accompanying Consolidated Balance Sheets. The long-term portion of the liability was $151,000 and is recorded in “Other liabilities, net of current portion” in the accompanying Consolidated Balance Sheets.
In addition, the Company maintains a self-insurance program for health benefits. As of December 31, 2016 and 2015, the Company recorded a liability of $292,000 and $309,000, respectively, related to this program.
Litigation
The Company is subject to litigation claims arising in the ordinary course of business. The Company believes that it has adequately accrued for legal matters as appropriate. The Company records litigation accruals for legal matters which are both probable and estimable and for related legal costs as incurred. The Company does not reduce these liabilities for potential insurance or third-party recoveries and any insurance recoveries are recorded in “Accounts and notes receivable, current portion” in the accompanying Consolidated Balance Sheets with a corresponding reduction to “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income.
In connection with the IPO effective October 7, 2013, RE/MAX Holdings acquired the net assets, excluding cash, of HBN and Tails for consideration paid of $7,130,000 and $20,175,000, respectively. Regarding the acquisition of the net assets of HBN, several shareholders of HBN (the “Defendants”) dissented from the transaction and demanded payment for their shares in excess of consideration paid. Pursuant to the dissenters’ rights statute in the State of Colorado, HBN petitioned the District Court of Denver County, Colorado (the “Court”) to determine the fair value of HBN. The Court rendered a decision on December 28, 2015 and concluded that the fair value of HBN on October 7, 2013 was higher than the amount paid. Accordingly, the Court awarded the Defendants $3,153,000, which represents the amount of the Defendants’ share of HBN’s fair value as determined by the Court in excess of the consideration paid, as well as accrued interest from October 7, 2013 through the date of judgment. In addition, the Court’s decision provided for the payment of certain costs incurred in connection with the litigation and additional interest from the judgment date until the payment date. As a result of this conclusion, the Company recorded an accrual of $3,251,000 as of December 31, 2015, which was paid on February 2, 2016.
In connection with the Company’s acquisition of the net assets of Tails, several shareholders of Tails challenged the terms of the transaction and filed a shareholder action entitled Robert B. Fisher, Carla L. Fisher, Bradley G. Rhodes and James D. Schwartz v. Tails, Inc. in the Circuit Court of Henrico County, Virginia ("Tails I"). The Court dismissed Tails I on December 23, 2013. The shareholders appealed that decision. On January 8, 2015, the Virginia Supreme Court affirmed the lower court's dismissal of Tails I. On March 7, 2016, the same Tails I plaintiffs filed a shareholder derivative complaint and complaint for individual claims entitled Robert B. Fisher, Carla L. Fisher, Bradley G. Rhodes and James D. Schwartz v. Gail Liniger, Dave Liniger, Bruce Benham, RE/MAX Holdings, Inc. and Tails Holdco, Inc. in Denver District Court ("Tails II"). The Tails II defendants, including the Company, filed a motion to dismiss the Tails II complaint in its entirety on April 15, 2016. On July 26, 2016, the Denver District Court dismissed all of the Tails II plaintiffs’ shareholder derivative claims. The Court did not dismiss the Tails II plaintiffs’ individual claims seeking $384,000 in total for interest allegedly owed. On August 24, 2016, the Plaintiffs moved to amend their Complaint to add additional individual claims alleging breach of fiduciary duty. The Tails II defendants intend to vigorously defend their position that the Tails II plaintiffs are not entitled to the relief sought. The Company believes a range for the potential impact to its financial position and results of operation is not determinable as of December 31, 2016. Accordingly, the Company currently has not recorded an accrual in the accompanying Consolidated Balance Sheets.
Except for the ongoing litigation concerning the acquisition of the net assets of Tails, management of the Company believes other such litigation matters involving a reasonably possible chance of loss will not, individually or in the aggregate, result in a material adverse effect on the Company's financial condition, results of operations and cash flows.
|
16. Defined-Contribution Savings Plan
The Company sponsors an employee retirement plan (the “401(k) Plan”) that provides certain eligible employees of the Company an opportunity to accumulate funds for retirement. The Company provides matching contributions on a discretionary basis. During the years ended December 31, 2016, 2015 and 2014, the Company recognized expense of $1,364,000, $1,300,000 and $990,000, respectively, for matching contributions to the 401(k) Plan.
|
17. Related-Party Transactions
The Company’s owned real estate brokerage operations paid advertising fees to regional and national advertising funds, which promote the RE/MAX brand. These advertising funds are corporations owned by a majority stockholder of RIHI, who is also the Company’s Chief Executive Officer, Chairman and Co-Founder. This individual does not receive any compensation from these corporations, as all funds received by the corporations are, as a result of contractual commitments in our franchise agreements, required to be spent on advertising and technology for the respective regions. During the years ended December 31, 2016, 2015 and 2014, the Company’s owned real estate brokerage operations paid $11,000, $917,000 and $1,152,000, respectively, to these advertising funds. These payments are included in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income.
The majority stockholders of RIHI, including the Company’s current Chief Executive Officer, Chairman and Co-Founder and the Company’s Vice-Chairman have made and continue to make a golf course they own available to the Company for business purposes. During the years ended December 31, 2016, 2015 and 2014, the Company used the golf course for business purposes at minimal charge.
The Company provides services, such as accounting, legal, marketing, technology, human resources and public relations services, to certain affiliated entities, and it allows these companies to share its leased office space. During the years ended December 31, 2016, 2015 and 2014, the total amounts allocated for services rendered and rent for office space provided on behalf of affiliated entities were $1,969,000, $1,720,000 and $2,186,000, respectively. Such amounts are generally paid within 30 days and no such amounts were outstanding at December 31, 2016 and 2015. In addition, affiliated regional franchisors have current outstanding continuing franchise fees, broker fees and franchise sales revenue amounts due from the Company of $145,000 and $66,000 as of December 31, 2016 and December 31, 2015, respectively. Such amounts are included in “Accounts payable to affiliates” in the accompanying Consolidated Balance Sheets.
|
18. Quarterly Financial Information (unaudited)
Summarized quarterly results for the years ended December 31, 2016 and 2015 were as follows:
|
|
For the Quarter Ended |
||||||||||
|
|
March 31, 2016 |
|
June 30, 2016 |
|
September 30, 2016 |
|
December 31, 2016 |
||||
|
|
|
(in thousands, except shares and per share amounts) |
|||||||||
Total revenue |
|
$ |
42,917 |
|
$ |
43,404 |
|
$ |
45,559 |
|
$ |
44,422 |
Total operating expenses |
|
|
27,060 |
|
|
22,703 |
|
|
24,203 |
|
|
29,935 |
Operating income |
|
|
15,857 |
|
|
20,701 |
|
|
21,356 |
|
|
14,487 |
Total other expenses, net |
|
|
(2,202) |
|
|
(2,036) |
|
|
(2,204) |
|
|
(2,876) |
Income before provision for income taxes |
|
|
13,655 |
|
|
18,665 |
|
|
19,152 |
|
|
11,611 |
Provision for income taxes |
|
|
(3,259) |
|
|
(4,285) |
|
|
(4,632) |
|
|
(3,097) |
Net income |
|
|
10,396 |
|
|
14,380 |
|
|
14,520 |
|
|
8,514 |
Less: net income attributable to non-controlling interest |
|
|
5,456 |
|
|
7,419 |
|
|
7,609 |
|
|
4,589 |
Net income attributable to RE/MAX Holdings, Inc. |
|
$ |
4,940 |
|
$ |
6,961 |
|
$ |
6,911 |
|
$ |
3,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.28 |
|
$ |
0.39 |
|
$ |
0.39 |
|
$ |
0.22 |
Diluted |
|
$ |
0.28 |
|
$ |
0.39 |
|
$ |
0.39 |
|
$ |
0.22 |
Weighted average shares of Class A common stock outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
17,584,351 |
|
|
17,636,590 |
|
|
17,645,696 |
|
|
17,647,930 |
Diluted |
|
|
17,638,667 |
|
|
17,668,995 |
|
|
17,691,641 |
|
|
17,706,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarter Ended |
||||||||||
|
|
March 31, 2015 |
|
June 30, 2015 |
|
September 30, 2015 |
|
December 31, 2015 |
||||
|
|
|
(in thousands, except shares and per share amounts) |
|||||||||
Total revenue |
|
$ |
44,207 |
|
$ |
44,277 |
|
$ |
45,110 |
|
$ |
43,274 |
Total operating expenses |
|
|
28,884 |
|
|
22,921 |
|
|
24,498 |
|
|
26,410 |
Operating income |
|
|
15,323 |
|
|
21,356 |
|
|
20,612 |
|
|
16,864 |
Total other expenses, net |
|
|
(4,045) |
|
|
(1,841) |
|
|
(2,142) |
|
|
(2,747) |
Income before provision for income taxes |
|
|
11,278 |
|
|
19,515 |
|
|
18,470 |
|
|
14,117 |
Provision for income taxes |
|
|
(2,148) |
|
|
(3,457) |
|
|
(3,277) |
|
|
(3,148) |
Net income |
|
|
9,130 |
|
|
16,058 |
|
|
15,193 |
|
|
10,969 |
Less: net income attributable to non-controlling interest |
|
|
6,379 |
|
|
11,088 |
|
|
10,396 |
|
|
6,923 |
Net income attributable to RE/MAX Holdings, Inc. |
|
$ |
2,751 |
|
$ |
4,970 |
|
$ |
4,797 |
|
$ |
4,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.23 |
|
$ |
0.41 |
|
$ |
0.39 |
|
$ |
0.28 |
Diluted |
|
$ |
0.22 |
|
$ |
0.40 |
|
$ |
0.39 |
|
$ |
0.28 |
Weighted average shares of Class A common stock outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
11,817,605 |
|
|
12,225,678 |
|
|
12,333,690 |
|
|
14,283,839 |
Diluted |
|
|
12,293,505 |
|
|
12,399,527 |
|
|
12,420,748 |
|
|
14,351,911 |
|
Principles of Consolidation
As described in Note 1, Business and Organization, RE/MAX Holdings owns a 58.43% economic interest in RMCO, but as its managing member consolidates RMCO and records a non-controlling interest in the accompanying Consolidated Balance Sheets and records net income and comprehensive income attributable to the non-controlling interest in the accompanying Consolidated Statements of Income and Consolidated Statements of Comprehensive Income, respectively.
Use of Estimates
The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant areas in which management uses assumptions include, among other things, the establishment of the allowance for doubtful accounts and notes receivable, the determination of the estimated lives of intangible assets, the estimates for amounts accrued for litigation matters, the estimates for determining the fair value of assets acquired and liabilities assumed in business combinations, the estimates related to the accounting for income taxes, the estimates of the fair value of reporting units used in the annual assessment of goodwill, the estimates for determining the fair value of the contingent consideration and the amounts due to RIHI and Oberndorf Investments LLC (“Oberndorf”) pursuant to the terms of the TRAs discussed in more detail in Note 3, Non-controlling Interest. Actual results could differ from those estimates.
Reclassifications
In conjunction with the adoption of several recent accounting pronouncements, certain items in the accompanying consolidated financial statements as of and for the years ended December 31, 2015 and 2014 have been reclassified to conform to the current year’s presentation. These reclassifications did not affect the Company’s consolidated results of operations.
Segment Reporting
During the first quarter of 2016, the Company began to operate in one reportable segment, Real Estate Franchise Services. All prior segment information has been reclassified to reflect the Company’s new segment structure. Prior to 2016, the Company operated in two reportable segments, (1) Real Estate Franchise Services and (2) Brokerages. The Real Estate Franchise Services reportable segment comprised the operations of the Company’s owned and independent global franchising operations under the RE/MAX brand name, intersegment revenue from the Company’s owned brokerages and corporate-wide professional services expenses. The Brokerages reportable segment contained the operations of the Company’s owned brokerage offices in the U.S., the results of operations of a mortgage brokerage company in which the Company owned a non-controlling interest and reflected the elimination of intersegment revenue and other consolidation entries. During 2015 and the first quarter of 2016, the Company sold its 21 owned brokerage offices, as discussed in Note 5, Acquisitions and Dispositions. These dispositions resulted in the cessation of operations for the Company’s Brokerages reportable segment.
Revenue Recognition
The Company generates revenue from continuing franchise fees, annual dues, broker fees, franchise sales and other franchise revenue and, through January 2016, brokerage revenue. Revenue is recognized when there is persuasive evidence of an arrangement, the service has been rendered, the price is fixed or determinable and collection of the fees is reasonably assured.
Continuing Franchise Fees
The Company provides an ongoing trademark license, operational, training and administrative services and systems to franchisees, which include systems and tools that are designed to help the Company’s franchisees and their agents serve their customers and attract new or retain existing independent agents. Revenue from continuing franchise fees principally consists of fixed fees earned monthly from franchisees on a per agent basis. Revenue from continuing franchise fees is recognized in income when it is earned and becomes due and payable, as stipulated in the related franchise agreements.
Annual Dues
Annual dues revenue represents amounts assessed to agents for membership affiliation in the RE/MAX network. The Company defers the annual dues revenue when billed and recognizes the revenue ratably over the 12-month period to which it relates. As of December 31, 2016 and 2015, the Company had deferred annual dues revenue totaling approximately $14,227,000 and $13,106,000, respectively.
The activity in the Company’s annual dues deferred revenue consists of the following (in thousands):
|
|
Balance at beginning of period |
|
New billings |
|
Revenue recognized |
|
Balance at end of period |
||||
Year ended December 31, 2016 |
|
$ |
13,106 |
|
$ |
33,774 |
|
$ |
(32,653) |
|
$ |
14,227 |
Year ended December 31, 2015 |
|
$ |
12,912 |
|
$ |
31,952 |
|
$ |
(31,758) |
|
$ |
13,106 |
Year ended December 31, 2014 |
|
$ |
12,344 |
|
$ |
31,294 |
|
$ |
(30,726) |
|
$ |
12,912 |
Broker Fees
Revenue from broker fees represents fees received from the Company’s franchise offices that are primarily based on a percentage of agents’ gross commission income. Revenue from broker fees is determined upon close of the home-sale transaction and recognized as revenue when the fees become due and payable, as stipulated in the related franchise agreements.
Franchise Sales and Other Franchise Revenue
Franchise sales and other franchise revenue is primarily comprised of revenue from the sale or renewal of franchises, as well as other revenue including revenue from preferred marketing arrangements and affinity programs with various suppliers, and registration revenue from conventions held for agents and broker owners in the RE/MAX network.
Upon the sale of a real estate brokerage franchise, the Company recognizes revenue from franchise sales when it has no significant continuing operational obligations, substantially all of the initial services have been performed by the Company and other conditions affecting consummation of the sale have been met. In the event the franchisee fails to perform under the franchise agreement or defaults on the purchase obligations, the Company has the right to reacquire the franchise and to resell or operate that specific franchise. Franchise sales revenue recognized during the years ended December 31, 2016, 2015 and 2014 was $8,825,000, $9,697,000 and $8,965,000, respectively. Other franchise revenue is recognized when all revenue recognition criteria are met.
Upon the sale of a mortgage brokerage franchise, the Company’s continuing operational obligations are expected to take longer to satisfy. Due to the fourth quarter 2016 launch of Motto, only a nominal amount of revenue was recognized in the current year.
Brokerage Revenue
As discussed in Note 5, Acquisitions and Dispositions, the Company sold certain operating assets and liabilities of brokerage offices during 2015 and the first quarter of 2016 and, subsequent thereto, no longer operates any real estate brokerage offices and no longer recognizes brokerage revenue. Prior to the sale of the Company’s brokerage offices, brokerage revenue principally represented fees assessed by the Company-owned brokerages for services provided to their affiliated real estate agents. The Company recognized brokerage revenue when all revenue recognition criteria were met. Because the independent contractors in the Company-owned brokerage offices operated as agents in a real estate transaction, their commissions earned and the related commission expenses incurred by the Company-owned brokerages were recorded on a net basis.
Selling, Operating and Administrative Expenses
Selling, operating and administrative expenses primarily consist of personnel costs, including salaries, benefits, payroll taxes and other compensation expenses, professional fees, rent and related facility operations expense, as well as other selling, operating and administrative expenses incurred in connection with marketing, expanding and supporting the Company’s franchise and, through January 2016, brokerage operations.
Cash and Cash Equivalents
Cash and cash equivalents include bank deposits and other highly liquid investments purchased with an original purchase maturity of three months or less.
Fair Value of Financial Instruments
The carrying amounts of financial instruments, net of any allowances, including cash equivalents, accounts and notes receivable, accounts payable and accrued expenses approximate fair value due to their short-term nature.
Accounts and Notes Receivable
Accounts receivable from the Company’s franchise operations are recorded at the time the Company is entitled to bill under the terms of the franchise agreements and other contractual arrangements and do not bear interest. The Company provides limited financing of certain franchise sales through the issuance of notes receivable that either bear interest at a rate of prime plus 2% or at a stated amount, which is fixed at the inception of the note with the associated earnings recorded in “Interest income” in the accompanying Consolidated Statements of Income. Amounts collected on notes receivable are included in “Net cash provided by operating activities” in the accompanying Consolidated Statements of Cash Flows.
In circumstances where the Company has the contractual right to bill its franchisees, but where collectability is not sufficiently assured, the Company records a receivable and deferred revenue, which amounted to $1,012,000 and $930,000 as of December 31, 2016 and 2015, respectively.
The Company records allowances against its accounts and notes receivable balances for estimated probable losses. Increases and decreases in the allowance for doubtful accounts are established based upon changes in the credit quality of receivables for which revenue has been recognized and are included as a component of “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. The allowance for doubtful accounts and notes receivable are the Company’s best estimate of the amount of probable credit losses, and is based on historical experience, industry and general economic conditions, and the attributes of specific accounts. The Company’s reserve for accounts and notes receivable where collectability is remote is related to accounts and notes receivable for which revenue has not been recognized and is increased, with a corresponding reduction to deferred revenue, after the Company has determined that the potential for recovery is considered remote. Subsequently, if amounts contractually due from such accounts are collected, revenue is recognized on a cash basis. During the years ended December 31, 2016, 2015 and 2014, the Company recognized revenue of $329,000, $472,000 and $484,000, respectively upon the receipt of cash payments related to amounts that were contractually billed but for which collectability was either not sufficiently assured or considered remote.
The activity in the Company’s allowances against accounts and notes receivable consists of the following (in thousands):
|
|
|
|
|
|
Adjustments (to)/from |
|
|
|
|
|||||
|
|
|
|
Additions/charges |
|
deferred revenue, net, |
|
|
|
|
|||||
|
|
Balance at |
|
to cost and expense for |
|
for accounts where |
|
|
|
|
|||||
|
|
beginning of period |
|
allowances for doubtful accounts |
|
collectability is remote |
|
Deductions/write-offs |
|
Balance at end of period |
|||||
Year ended December 31, 2016 |
|
$ |
4,483 |
|
$ |
1,195 |
|
$ |
130 |
|
$ |
(273) |
|
$ |
5,535 |
Year ended December 31, 2015 |
|
$ |
4,495 |
|
$ |
433 |
|
$ |
(80) |
|
$ |
(365) |
|
$ |
4,483 |
Year ended December 31, 2014 |
|
$ |
4,122 |
|
$ |
630 |
|
$ |
228 |
|
$ |
(485) |
|
$ |
4,495 |
For the years ended December 31, 2016, 2015 and 2014, bad debt expense related to trade accounts and notes receivable was $1,195,000, $433,000 and $630,000, respectively, and is reflected in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income.
Non-controlling interest
Non-controlling interest is the equity ownership interest in RMCO that is owned by RIHI and that the Company does not own. The Company reports non-controlling interest of consolidated companies within equity in the consolidated balance sheets and the amount of net income attributable to the parent and to the non-controlling interest is presented in the consolidated statements of operations.
Foreign Operations and Foreign Currency Translation
As of December 31, 2016, the Company, directly and through its franchisees, conducted operations in over 100 countries and territories, including the U.S. and Canada. On December 31, 2014, the Company sold substantially all of the assets of its owned and operated regional franchising operations located in the Caribbean and Central America as described in Note 5, Acquisitions and Dispositions. As a result, since December 31, 2014, the only consolidated foreign subsidiary where the Company directly conducted franchise operations was in Western Canada.
The functional currency for the Company’s domestic operations is the U.S. dollar and for its consolidated foreign subsidiaries is the applicable local currency for each foreign subsidiary. Assets and liabilities of foreign subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of income and cash flows are translated at the average exchange rates in effect during the applicable period. Exchange rate fluctuations on translating consolidated foreign currency financial statements into U.S. dollars that result in unrealized gains or losses are referred to as translation adjustments. Cumulative translation adjustments are recorded as a component of “Accumulated other comprehensive income,” a separate component of stockholders’ equity, and periodic changes are included in comprehensive income. When the Company sells a part or all of its investment in a foreign entity resulting in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided, it releases any related cumulative translation adjustment into net income.
Foreign currency denominated monetary assets and liabilities and transactions occurring in currencies other than the Company’s or the Company’s consolidated foreign subsidiaries’ functional currencies are recorded based on exchange rates at the time such transactions arise. Changes in exchange rates with respect to amounts recorded in the accompanying Consolidated Balance Sheets related to these non-functional currency transactions result in transaction gains and losses that are reflected in the accompanying Consolidated Statements of Income as “Foreign currency transaction losses.”
Property and Equipment
Property and equipment, including leasehold improvements, are initially recorded at cost. Depreciation is provided for on a straight-line method over the estimated useful lives of each asset class and commences when the property is placed in service. Amortization of leasehold improvements is provided for on a straight-line method over the estimated benefit period of the related assets or the lease term, if shorter.
Franchise Agreements and Other Intangible Assets
The Company’s franchise agreements result from reacquired franchise rights, and are initially recorded at fair value based on the remaining contractual term of the franchise agreement and do not consider potential renewals in the determination of fair value. The Company amortizes the franchise agreements over their remaining contractual term on a straight-line basis.
The Company also purchases and develops software for internal use. Software development costs incurred during the application development stage as well as upgrades and enhancements that result in additional functionality are capitalized. Costs incurred during the preliminary project and post-implementation-operation stages are expensed as incurred. Software development costs are generally amortized over a term of three to five years, its estimated useful life. Purchased software licenses are amortized over their estimated useful lives.
In addition, the Company owns the principal trademarks, service marks and trade names that it uses in conjunction with operating its business. These intangible assets increase when the Company pays to file trademark applications in the U.S. and certain other jurisdictions globally. The Company’s trademarks are amortized on a straight-line basis over their estimated useful lives.
The Company reviews its franchise agreements and other intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated from such asset. Any excess of the carrying amount of an asset that exceeded its estimated cash flows would be charged to operations as an impairment loss. For each of the years ended December 31, 2016, 2015 and 2014, there were no impairments indicated for such assets.
Goodwill
Goodwill is an asset representing the future economic benefits arising from the other assets acquired in a business combination that are not individually identified and separately recognized. The Company assesses goodwill for impairment at least annually or whenever an event occurs or circumstances change that would indicate impairment may have occurred at the reporting unit level. Reporting units are driven by the level at which management reviews operating results and are one level below the operating segment. The Company performs its required impairment testing annually on August 31.
The Company’s impairment assessment begins with a qualitative assessment to determine if it is more likely than not that a reporting unit’s fair value is less than the carrying amount. The initial qualitative assessment includes comparing the overall financial performance of the reporting units against the planned results as well as other factors which might indicate that the reporting unit’s value has declined since the last assessment date. If it is determined in the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the standard two-step quantitative impairment test is performed. The first step of the quantitative impairment test consists of comparing the estimated fair value of each reporting unit with its carrying amount, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying value, then it is not considered impaired and no further analysis is required. If the first step of the quantitative impairment test indicates that the estimated fair value of a reporting unit is less than its carrying value, then impairment potentially exists and the second step of the quantitative impairment test is performed to measure the amount of goodwill impairment. Goodwill impairment exists when the estimated implied fair value of a reporting unit’s goodwill is less than its carrying value.
During 2016, 2015 and 2014, the Company performed the qualitative impairment assessment for all of its reporting units by evaluating, among other things, market and general economic conditions, entity-specific events, events affecting a reporting unit and the Company’s results of operations and key performance measures. The Company concluded subsequent to the completion of the qualitative impairment assessment that the fair value of each of the Company’s reporting units significantly exceeded their respective carrying values. As a result, the Company did not perform the quantitative test, and no indicators of impairment existed during the years ended December 31, 2016, 2015 and 2014.
Investments in Equity-Method Investees
The investments in entities in which the Company does not have a controlling interest (financial or operating), but where it has the ability to exercise significant influence over operating and financial policies are accounted for using equity-method investment accounting.
As described in Note 5, Acquisitions and Dispositions, the Company sold certain operating assets and liabilities of Sacagawea, LLC on December 31, 2015, including the Company’s equity-method investments. As a result, the Company had no investments in equity-method investees reflected in the accompanying Consolidated Balance Sheets as of December 31, 2015 and 2016.
Prior to December 31, 2015, the primary equity-method investment of the Company was a 50% interest in a residential mortgage operation. As the Company exerted significant influence over this investment, but did not control it, the Company recorded its share of earnings and distributions from this investment using the equity method of accounting.
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) includes all changes in equity during a period that have yet to be recognized in income, except those resulting from transactions with stockholders and is comprised of foreign currency translation adjustments. The assets and liabilities of the Company’s consolidated foreign subsidiaries whose functional currency is not the U.S. dollar are translated using the appropriate exchange rate as of the end of the year. Foreign currency translation adjustments represent unrealized gains and losses on assets and liabilities arising from the difference in the foreign country currency compared to the U.S. dollar. These gains and losses are accumulated in Comprehensive Income. When a foreign subsidiary is substantially liquidated, the cumulative translation gain or loss is removed from “Accumulated other comprehensive income” and is recognized as a component of the gain or loss on the sale of the subsidiary.
Income Taxes
The Company accounts for income taxes under the asset and liability method. As a result of RE/MAX Holdings’ acquisition of Common Units from RMCO, RE/MAX Holdings expects to benefit from amortization and other tax deductions reflecting the step-up in tax basis and share of RE/MAX Holdings’ inside tax basis in the acquired assets. Those deductions will be used by RE/MAX Holdings and will be taken into account in determining RE/MAX Holdings’ taxable income. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Management periodically assesses the recoverability of its deferred tax assets based upon expected future earnings, future deductibility of the asset, changes in applicable tax laws and other factors. If management determines that it is not probable that the deferred tax asset will be fully recoverable in the future, a valuation allowance may be established for the difference between the asset balance and the amount expected to be recoverable in the future. The allowance will result in a charge to the Company’s Consolidated Statements of Income. Further, the Company records its income taxes receivable and payable based upon its estimated income tax liability.
RMCO complies with the requirements of the Internal Revenue Code that are applicable to limited liability companies that have elected to be treated as partnerships, which allow for the complete pass-through of taxable income or losses to RMCO’s unitholders, who are individually responsible for any federal tax consequences. The tax provision includes the federal income tax obligation related to RE/MAX Holdings’ allocated portion of RMCO’s income. RMCO is subject to certain state and local taxes, and its global subsidiaries are subject to tax in certain jurisdictions.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
Equity-Based Compensation
The Company recognizes compensation expense associated with equity-based compensation as a component of “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. All equity-based compensation is required to be measured at fair value, is expensed over the requisite service, generally over a three year period, and forfeitures are accounted for as they occur. The Company recognizes compensation expense on awards on a straight-line basis over the requisite service period for the entire award. Refer to Note 13, Equity-Based Compensation, for additional discussion regarding details of the Company’s equity-based compensation plans.
Recently Adopted Accounting Pronouncements
In December 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-19, Technical Corrections and Improvements, to clarify guidance, correct errors and make minor improvements affecting a variety of topics. Most of the amendments of ASU 2016-19 are effective immediately, while others take effect for interim and annual reporting periods beginning after December 15, 2016. The Company has implemented the amendments of ASU 2016-19 that were applicable to the Company. However, the adoption of this standard did not have a significant impact on the Company’s consolidated financial statements and related disclosures.
In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which simplifies certain aspects of accounting for share-based payment transactions, including income tax consequences, statutory tax withholding requirements, forfeitures and classification in the statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2016. Early adoption is permitted in any interim or annual reporting period. The standard requires the guidance related to forfeitures and the timing of when excess tax benefits are recognized to be applied using a modified retrospective transition method, the guidance related to the accounting for income taxes to be applied prospectively, and the guidance related to the presentation of excess tax benefits on the statement of cash flows to be applied either prospectively or retrospectively. The Company early adopted ASU 2016-09 in the first quarter of 2016 and elected to account for forfeitures as they occur. As a result, the Company recorded a net cumulative-effect adjustment of $44,000 to “Retained earnings” in the accompanying Consolidated Balance Sheets and Statement of Stockholders’ Equity. Furthermore, the Company elected to apply the retrospective transition method to the amendments related to the presentation of excess tax benefits in the statements of cash flows. This resulted in an increase in cash flows provided by operating activities of $2,770,000 and $736,000 and a net increase of $2,770,000 and $736,000 in cash flows used in financing activities in the accompanying Consolidated Statements of Cash Flows for the years ended December 31, 2015 and 2014, respectively. During the year ended December 31, 2016, the Company recorded a $261,000 income tax benefit relating to excess tax benefits from the exercise of stock options and vesting of restricted stock units in “Provision for income taxes” in the accompanying Consolidated Statements of Income. Prior to 2016, such excess tax benefits were recorded in “Additional paid-in capital” in the accompanying Consolidated Balance Sheets.
In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires that deferred tax assets and liabilities be classified as non-current in a classified balance sheet. ASU 2015-17 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2016. The standard permits the use of either the retrospective or prospective transition method and permits early adoption as of the beginning of an interim or annual reporting period. The Company elected to early adopt this standard retrospectively in the first quarter of 2016 and $3,332,000 previously presented in “Other current assets” was reclassified to “Deferred tax assets, net” in the accompanying Consolidated Balance Sheets and related disclosures as of December 31, 2015, but the Company’s consolidated results of operations were not affected.
In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting Measurement-Period Adjustments, which eliminates the requirement for an entity to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is completed. ASU 2015-16 became effective prospectively for the Company on January 1, 2016. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements and related disclosures.
In June 2015, the FASB issued ASU 2015-10, Technical Corrections and Improvements, which both clarifies and simplifies content in the FASB Accounting Standards Codification and corrects unintended application of U.S. GAAP. ASU 2015-10 became effective for the Company on January 1, 2016. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements and related disclosures.
In April 2015, the FASB issued ASU 2015-05, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, which provides guidance on fees paid in a cloud computing arrangement and clarifies the accounting for a software license element of a cloud computing arrangement. ASU 2015-05 became effective prospectively for the Company on January 1, 2016. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements and related disclosures.
In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires an entity to present debt issuance costs related to a debt liability as a direct deduction from the debt liability rather than as an asset. ASU 2015-03 became effective retrospectively for the Company on January 1, 2016. The adoption of this standard resulted in $1,527,000 of net debt issuance costs previously reported as “Debt issuance costs, net” to be reclassified to “Debt, net of current portion” in the accompanying Consolidated Balance Sheets and related disclosures as of December 31, 2015, but did not affect the Company’s consolidated results of operations.
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s ability to Continue as a Going Concern, which requires an entity to establish a going concern assessment process. ASU 2014-15 became effective for the Company on January 1, 2016. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements and related disclosures.
New Accounting Pronouncements Not Yet Adopted
In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350), which simplifies the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. ASU 2017-04 is effective for annual and interim impairment tests in fiscal years beginning after December 15, 2019 and is required to be adopted using a prospective approach. Early adoption is allowed for annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company has not yet determined the effect of the standard on its consolidated financial statements and related disclosures.
In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies when transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2017 and is required to be adopted using a prospective approach. Early adoption is permitted for transactions not previously reported in issued financial statements. The Company has not yet determined the effect of the standard on its consolidated financial statements and related disclosures.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which clarifies classification for certain cash receipts and cash payments on the consolidated statement of cash flow. ASU 2016-15 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2017. Early adoption is permitted in any interim or annual reporting period. The standard requires a retrospective transition method for each period presented. The Company has not yet determined the effect of the standard on its consolidated financial statements and related disclosures.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires lessees to recognize the assets and liabilities that arise from all leases on the consolidated balance sheets. ASU 2016-02 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2018. Early adoption is permitted in any interim or annual reporting period. The standard requires a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The Company has not yet determined the effect of the standard on its consolidated financial statements and related disclosures.
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of the guidance in ASU 2014-09 by one year. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which provides clarification on identifying performance obligations and accounting for licenses of intellectual property. In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which provides clarification on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which amended several items of 2014-09. ASU 2014-09 is now effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2017. Early application is permitted for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The standard permits the use of either the retrospective or cumulative effect transition method. The Company has not yet determined the effect of the standard on its consolidated financial statements and related disclosures.
|
|
|
Balance at beginning of period |
|
New billings |
|
Revenue recognized |
|
Balance at end of period |
||||
Year ended December 31, 2016 |
|
$ |
13,106 |
|
$ |
33,774 |
|
$ |
(32,653) |
|
$ |
14,227 |
Year ended December 31, 2015 |
|
$ |
12,912 |
|
$ |
31,952 |
|
$ |
(31,758) |
|
$ |
13,106 |
Year ended December 31, 2014 |
|
$ |
12,344 |
|
$ |
31,294 |
|
$ |
(30,726) |
|
$ |
12,912 |
|
|
|
|
|
|
Adjustments (to)/from |
|
|
|
|
|||||
|
|
|
|
Additions/charges |
|
deferred revenue, net, |
|
|
|
|
|||||
|
|
Balance at |
|
to cost and expense for |
|
for accounts where |
|
|
|
|
|||||
|
|
beginning of period |
|
allowances for doubtful accounts |
|
collectability is remote |
|
Deductions/write-offs |
|
Balance at end of period |
|||||
Year ended December 31, 2016 |
|
$ |
4,483 |
|
$ |
1,195 |
|
$ |
130 |
|
$ |
(273) |
|
$ |
5,535 |
Year ended December 31, 2015 |
|
$ |
4,495 |
|
$ |
433 |
|
$ |
(80) |
|
$ |
(365) |
|
$ |
4,483 |
Year ended December 31, 2014 |
|
$ |
4,122 |
|
$ |
630 |
|
$ |
228 |
|
$ |
(485) |
|
$ |
4,495 |
|
|
|
As of December 31, |
|
|||||||||||
|
|
2016 |
|
2015 |
|
|||||||||
|
|
Shares |
|
Ownership % |
|
Shares |
|
Ownership % |
|
|||||
Non-controlling unitholders ownership of common units in RMCO |
|
12,559,600 |
|
41.57 |
% |
12,559,600 |
|
41.67 |
% |
|||||
RE/MAX Holdings, Inc. outstanding Class A common stock (equal to RE/MAX Holdings, Inc. common units in RMCO) |
|
17,652,548 |
|
58.43 |
% |
17,584,351 |
|
58.33 |
% |
|||||
Total common units in RMCO |
|
30,212,148 |
|
100.00 |
% |
30,143,951 |
|
100.00 |
% |
A reconciliation of “Income before provision for income taxes” to “Net income attributable to RE/MAX Holdings, Inc.” for the periods indicated is detailed as follows (in thousands, except percentages):
|
|
Year Ended |
|
Year Ended |
|
Year Ended |
|||
|
|
December 31, 2016 |
|
December 31, 2015 |
|
December 31, 2014 |
|||
Income before provision for income taxes attributable to RE/MAX Holdings, Inc. |
|
$ |
36,787 |
|
$ |
26,797 |
|
$ |
21,339 |
Provision for income taxes attributable to RE/MAX Holdings, Inc. |
|
|
(14,050) |
|
|
(10,142) |
|
|
(7,903) |
Net income attributable to RE/MAX Holdings, Inc. |
|
$ |
22,737 |
|
$ |
16,655 |
|
$ |
13,436 |
A reconciliation of the “Provision for income taxes” in the accompanying Consolidated Statements of Income for the periods indicated is detailed as follows (in thousands):
|
|
Year Ended |
|
Year Ended |
|
Year Ended |
|||
|
|
December 31, 2016 |
|
December 31, 2015 |
|
December 31, 2014 |
|||
Provision for income taxes attributable to RE/MAX Holdings, Inc. (a) |
|
$ |
(14,050) |
|
$ |
(10,142) |
|
$ |
(7,903) |
Provision for income taxes attributable to entities other than RE/MAX Holdings, Inc. (b) |
|
|
(1,223) |
|
|
(1,888) |
|
|
(2,045) |
Provision for income taxes |
|
$ |
(15,273) |
|
$ |
(12,030) |
|
$ |
(9,948) |
(a) |
The provision for income taxes attributable to RE/MAX Holdings includes all U.S. federal and state income taxes as well as RE/MAX Holdings’ proportionate share of the net assets of RMCO of the taxes imposed directly on RE/MAX, LLC, a wholly-owned subsidiary of RMCO, related to tax liabilities in certain foreign jurisdictions of approximately $1,676,000, $1,280,000 and $1,339,000 for the years ended December 31, 2016, 2015 and 2014, respectively. |
The provision for income taxes attributable to entities other than RE/MAX Holdings primarily represents taxes imposed directly on RE/MAX, LLC, a wholly-owned subsidiary of RMCO, related to tax liabilities in certain foreign jurisdictions that are allocated to the non-controlling interest.
|
|
Year Ended |
||||
|
|
December 31, |
||||
|
|
2016 |
|
2015 |
||
Tax and other distributions |
|
$ |
10,391 |
|
$ |
7,358 |
Dividend distributions |
|
|
7,536 |
|
|
35,469 |
Total distributions |
|
$ |
17,927 |
|
$ |
42,827 |
|
The following table summarizes the allocation of the purchase price to the fair value of assets acquired for the aforementioned acquisitions (in thousands):
|
|
|
RE/MAX Regional Services |
|
|
RE/MAX of New Jersey |
|
|
Full House |
|
|
RE/MAX of Alaska |
|
|
RE/MAX of New York |
|
|
Total |
Cash and cash equivalents |
|
$ |
- |
|
$ |
335 |
|
$ |
- |
|
$ |
- |
|
$ |
131 |
|
$ |
466 |
Franchise agreements |
|
|
28,000 |
|
|
28,200 |
|
|
- |
|
|
529 |
|
|
5,000 |
|
|
61,729 |
Non-compete agreement |
|
|
- |
|
|
- |
|
|
2,500 |
|
|
- |
|
|
- |
|
|
2,500 |
Other assets |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
340 |
|
|
340 |
Goodwill |
|
|
22,400 |
|
|
16,465 |
|
|
11,800 |
|
|
971 |
|
|
3,029 |
|
|
54,665 |
Total purchase price |
|
$ |
50,400 |
|
$ |
45,000 |
|
$ |
14,300 |
|
$ |
1,500 |
|
$ |
8,500 |
|
$ |
119,700 |
Acquisition-related costs(a) |
|
$ |
495 |
|
$ |
458 |
|
$ |
130 |
|
$ |
15 |
|
$ |
141 |
|
$ |
1,239 |
Revenue since acquisition date(b) |
|
$ |
265 |
|
$ |
424 |
|
$ |
3 |
|
$ |
182 |
|
$ |
1,867 |
|
$ |
2,741 |
(a) |
Includes acquisition-related costs such as legal, accounting and advisory fees as well as consulting fees for integration services for the year ended December 31, 2016 that are included in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. |
(b) |
Includes the amount of revenue of the acquiree since the acquisition date through the year ended December 31, 2016 that are included in the accompanying Consolidated Statements of Income. |
|
Year Ended December 31, |
||||
|
2016 |
|
2015 |
||
|
(In thousands, except per share amounts) |
||||
Total revenue |
$ |
188,352 |
|
$ |
189,397 |
Net income attributable to RE/MAX Holdings, Inc. |
$ |
23,735 |
|
$ |
16,825 |
Basic earnings per common share |
$ |
1.35 |
|
$ |
1.33 |
Diluted earnings per common share |
$ |
1.34 |
|
$ |
1.31 |
The following table summarizes the estimated consideration transferred at the acquisition (in thousands):
Cash consideration |
$ |
8,000 |
Contingent purchase consideration |
|
6,300 |
Total purchase price |
$ |
14,300 |
|
Property and equipment consist of the following (in thousands):
|
|
|
|
As of December 31, |
||||
|
|
Depreciable Life |
|
2016 |
|
2015 |
||
Leasehold improvements |
|
Shorter of estimated useful life or life of lease |
|
$ |
3,063 |
|
$ |
2,258 |
Office furniture, fixtures and equipment |
|
2 - 10 years |
|
|
11,660 |
|
|
12,046 |
Equipment under capital leases |
|
Shorter of estimated useful life or life of lease |
|
|
164 |
|
|
1,274 |
|
|
|
|
|
14,887 |
|
|
15,578 |
Less accumulated depreciation |
|
|
|
|
(12,196) |
|
|
(13,183) |
|
|
|
|
$ |
2,691 |
|
$ |
2,395 |
|
The following table provides the components of the Company’s intangible assets (in thousands, except weighted average amortization period in years):
|
|
Weighted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
As of December 31, 2016 |
|
As of December 31, 2015 |
||||||||||||||
|
|
Amortization |
|
Initial |
|
Accumulated |
|
Net |
|
Initial |
|
Accumulated |
|
Net |
||||||
|
|
Period |
|
Cost |
|
Amortization |
|
Balance |
|
Cost |
|
Amortization |
|
Balance |
||||||
Franchise agreements |
|
11.6 |
|
$ |
224,167 |
|
$ |
(115,027) |
|
$ |
109,140 |
|
$ |
162,438 |
|
$ |
(100,499) |
|
$ |
61,939 |
Other intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software(a) |
|
4.6 |
|
$ |
13,207 |
|
$ |
(7,154) |
|
$ |
6,053 |
|
$ |
10,885 |
|
$ |
(7,325) |
|
$ |
3,560 |
Trademarks |
|
14.2 |
|
|
3,102 |
|
|
(1,782) |
|
|
1,320 |
|
|
2,985 |
|
|
(1,604) |
|
|
1,381 |
Non-compete |
|
10.0 |
|
|
2,500 |
|
|
(62) |
|
|
2,438 |
|
|
— |
|
|
— |
|
|
— |
Total other intangible assets |
|
7.9 |
|
$ |
18,809 |
|
$ |
(8,998) |
|
$ |
9,811 |
|
$ |
13,870 |
|
$ |
(8,929) |
|
$ |
4,941 |
(a) |
As of December 31, 2016 and December 31, 2015, capitalized software development costs of $356,000 and $3,165,000, respectively, were recorded in “Other intangible assets” in the accompanying Consolidated Balance Sheets. As of these dates, the associated information technology infrastructure projects were not complete and ready for their intended use and thus were not subject to amortization. |
As of December 31, 2016, the estimated future amortization expense for the next five years related to intangible assets with definite lives is as follows (in thousands):
Year ending December 31: |
|
|
|
2017(a) |
|
$ |
19,643 |
2018 |
|
|
14,807 |
2019 |
|
|
14,632 |
2020 |
|
|
14,441 |
2021 |
|
|
14,065 |
|
|
$ |
77,588 |
(a) |
The decrease in estimated future amortization expense is due to certain acquired franchise agreements reaching the end of their contractual term during the year ended December 31, 2017. |
The following table presents changes to goodwill for the years ended December 31, 2016 and 2015 (in thousands):
|
|
|
Domestic Owned Regions |
|
|
Global Owned Regions |
|
|
Total |
Balance, January 1, 2015 |
|
$ |
68,809 |
|
$ |
3,654 |
|
$ |
72,463 |
Effect of changes in foreign currency exchange rates |
|
|
- |
|
|
(592) |
|
|
(592) |
Balance, December 31, 2015 |
|
|
68,809 |
|
|
3,062 |
|
|
71,871 |
Goodwill recognized related to current year acquisitions |
|
|
54,665 |
|
|
- |
|
|
54,665 |
Effect of changes in foreign currency exchange rates |
|
|
- |
|
|
97 |
|
|
97 |
Balance, December 31, 2016 |
|
$ |
123,474 |
|
$ |
3,159 |
|
$ |
126,633 |
|
Accrued liabilities consist of the following (in thousands):
|
|
As of December 31, |
||||
|
|
2016 |
|
2015 |
||
Accrued payroll and related employee costs |
|
$ |
7,035 |
|
$ |
8,040 |
Accrued property taxes |
|
|
1,554 |
|
|
1,594 |
Accrued professional fees |
|
|
1,382 |
|
|
981 |
Lease-related accruals |
|
|
353 |
|
|
354 |
Other (a) |
|
|
2,774 |
|
|
5,113 |
|
|
$ |
13,098 |
|
$ |
16,082 |
Other accrued liabilities as of December 31, 2015 include $3,251,000 payable in connection with the December 28, 2015 judgment resulting from the litigation matter concerning the Company’s acquisition of the net assets of HBN, which was paid on February 2, 2016, as discussed in Note 15, Commitments and Contingencies
|
Debt consists of the following (in thousands):
|
|
As of December 31, |
||||
|
|
2016 |
|
2015 |
||
Senior Secured Credit Facility |
|
$ |
234,412 |
|
$ |
202,635 |
Less unamortized debt issuance costs |
|
|
(2,076) |
|
|
(1,527) |
Less unamortized debt discount costs |
|
|
(1,516) |
|
|
(751) |
Less current portion |
|
|
(2,350) |
|
|
(14,805) |
|
|
$ |
228,470 |
|
$ |
185,552 |
Maturities of debt are as follows as of December 31, 2016 (in thousands):
Year ending December 31: |
|
|
|
2017 |
|
$ |
2,350 |
2018 |
|
|
2,350 |
2019 |
|
|
2,350 |
2020 |
|
|
2,350 |
2021 |
|
|
2,350 |
Thereafter |
|
|
222,662 |
|
|
$ |
234,412 |
|
A summary of the Company’s liabilities measured at fair value on a recurring basis as of December 31, 2016 is as follows (in thousands):
|
|
As of December 31, 2016 |
||||||
|
|
Fair Value |
|
Level 1 |
|
Level 2 |
|
Level 3 |
Liability |
|
|
|
|
|
|
|
|
Contingent consideration |
$ |
6,400 |
$ |
- |
$ |
- |
$ |
6,400 |
The table below presents a reconciliation of all assets and liabilities of the Company measured at fair value on a recurring basis using significant unobservable inputs for the period from January 1, 2016 to December 31, 2016 (in thousands):
|
|
Fair value of Contingent Consideration Liability |
Balance at January 1, 2016 |
$ |
- |
Full House acquisition |
|
6,300 |
Fair market value adjustments |
|
100 |
Balance at December 31, 2016 |
$ |
6,400 |
The following table summarizes the carrying values and estimated fair values of the 2016 Senior Secured Credit Facility for the year ended December 31, 2016 and the 2013 Senior Secured Credit Facility for the year ended December 31, 2015 including the current portion (in thousands):
|
|
As of December 31, |
||||||||||
|
|
2016 |
|
2015 |
||||||||
|
|
Carrying Amounts |
|
Fair Value Level 2 |
|
Carrying Amounts |
|
Fair Value Level 2 |
||||
Senior Secured Credit Facility |
|
$ |
230,820 |
|
$ |
233,240 |
|
$ |
200,357 |
|
$ |
198,583 |
|
Income before provision for income taxes” as shown in the accompanying Consolidated Statements of Income is comprised of the following (in thousands):
|
|
Year Ended December 31, |
|||||||
|
|
2016 |
|
2015 |
|
2014 |
|||
Domestic |
|
$ |
51,778 |
|
$ |
52,127 |
|
$ |
40,103 |
Foreign |
|
|
11,305 |
|
|
11,253 |
|
|
13,824 |
Total |
|
$ |
63,083 |
|
$ |
63,380 |
|
$ |
53,927 |
Components of the “Provision for income taxes” in the accompanying Consolidated Statements of Income consist of the following (in thousands):
|
|
Year Ended December 31, |
|||||||
|
|
2016 |
|
2015 |
|
2014 |
|||
Current |
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
8,002 |
|
$ |
5,451 |
|
$ |
4,304 |
Foreign |
|
|
2,855 |
|
|
3,019 |
|
|
3,383 |
State and local |
|
|
943 |
|
|
1,029 |
|
|
396 |
Total current expense |
|
|
11,800 |
|
|
9,499 |
|
|
8,083 |
Deferred expense |
|
|
|
|
|
|
|
|
|
Federal |
|
|
3,222 |
|
|
2,333 |
|
|
1,741 |
Foreign |
|
|
13 |
|
|
25 |
|
|
(5) |
State and local |
|
|
238 |
|
|
173 |
|
|
129 |
Total deferred expense |
|
|
3,473 |
|
|
2,531 |
|
|
1,865 |
Provision for income taxes |
|
$ |
15,273 |
|
$ |
12,030 |
|
$ |
9,948 |
A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows:
|
|
|
Year Ended December 31, |
|
||||||
|
|
|
2016 |
|
|
2015 |
|
|
2014 |
|
U.S. statutory tax rate |
|
|
35.0 |
% |
|
35.0 |
% |
|
35.0 |
% |
Increase due to state and local taxes, net of federal benefit |
|
|
2.6 |
|
|
2.6 |
|
|
2.6 |
|
Effect of permanent differences |
|
|
(0.4) |
|
|
1.0 |
|
|
0.6 |
|
Income attributable to non-controlling interests |
|
|
(14.1) |
|
|
(19.7) |
|
|
(18.7) |
|
Other |
|
|
1.1 |
|
|
0.1 |
|
|
(1.1) |
|
Effective tax rate |
|
|
24.2 |
% |
|
19.0 |
% |
|
18.4 |
% |
These temporary differences result in taxable or deductible amounts in future years. Details of the Company’s deferred tax assets and liabilities are summarized as follows (in thousands):
|
|
As of December 31, |
||||
|
|
2016 |
|
2015 |
||
Deferred tax assets |
|
|
|
|
|
|
Goodwill, other intangibles and other assets and liabilities |
|
$ |
90,686 |
|
$ |
95,275 |
Imputed interest deduction pursuant to tax receivable agreements |
|
|
8,483 |
|
|
8,476 |
Rent liabilities |
|
|
2,037 |
|
|
1,981 |
Compensation and benefits |
|
|
1,606 |
|
|
2,056 |
Accrued liabilities |
|
|
15 |
|
|
713 |
Allowance for doubtful accounts |
|
|
979 |
|
|
768 |
Contingent acquisition liability |
|
|
1,405 |
|
|
— |
Other |
|
|
840 |
|
|
442 |
Total deferred tax assets |
|
|
106,051 |
|
|
109,711 |
Deferred tax liabilities |
|
|
|
|
|
|
Property and equipment and other long lived assets |
|
|
(414) |
|
|
(466) |
Total deferred tax liabilities |
|
|
(414) |
|
|
(466) |
Total deferred tax assets and liabilities |
|
$ |
105,637 |
|
$ |
109,245 |
|
Employee stock-based compensation expense under the Company’s 2013 Incentive Plan was as follows (in thousands):
|
Year Ended December 31, |
|||||||
|
2016 |
|
2015 |
|
2014 |
|||
Expense from RSUs |
$ |
2,330 |
|
$ |
1,453 |
|
$ |
2,002 |
Excess tax benefit from share-based compensation |
|
(261) |
|
|
(2,770) |
|
|
(736) |
Net compensation cost (benefit) |
$ |
2,069 |
|
$ |
(1,317) |
|
$ |
1,266 |
The following table summarizes the Company’s activity for restricted stock units for the year ended December 31, 2016:
|
|
|
|
|
|
Weighted average grant date |
|
|
|
Restricted Stock Units |
|
|
fair value per share |
Nonvested at January 1, 2016 |
|
|
96,765 |
|
$ |
30.80 |
Granted |
|
|
89,359 |
|
$ |
33.24 |
Shares vested (including tax withholding) (a) |
|
|
(53,779) |
|
$ |
29.75 |
Forfeited |
|
|
(5,334) |
|
$ |
30.02 |
Nonvested at December 31, 2016 |
|
|
127,011 |
|
$ |
33.00 |
(a) |
Pursuant to the terms of the 2013 Incentive Plan, RSUs withheld by the Company for the payment of the employee's tax withholding related to an RSU vesting are added back to the pool of shares available for future awards. |
The following table summarizes information about our RSU grants during the years ended December 31, 2016, 2015 and 2014:
|
|
|
Year ended December 31, |
||||||
|
|
|
2016 |
|
|
2015 |
|
|
2014 |
Weighted average grant date fair value per RSU granted |
|
$ |
33.24 |
|
$ |
32.45 |
|
$ |
- |
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
|
|
Weighted Average |
|
Remaining |
|
Aggregate |
||
|
|
Options |
|
Exercise Price |
|
Contractual Term |
|
Intrinsic Value |
||
|
|
|
|
|
|
|
(in years) |
|
(in thousands) |
|
Options Outstanding at January 1, 2016 |
|
28,057 |
|
$ |
3.60 |
|
|
|
|
|
Granted |
|
— |
|
|
|
|
|
|
|
|
Exercised |
|
(28,057) |
|
$ |
3.60 |
|
|
|
|
|
Forfeited |
|
— |
|
|
|
|
|
|
|
|
Options Outstanding at December 31, 2016 |
|
— |
|
|
|
|
— |
|
$ |
— |
Exercisable at December 31, 2016 |
|
— |
|
|
|
|
— |
|
$ |
— |
|
|
|
2016 |
|
2015 |
||
Balance, January 1 |
|
$ |
1,973 |
|
$ |
2,408 |
Severance and other related expenses |
|
|
1,055 |
|
|
1,091 |
Accretion |
|
|
59 |
|
|
82 |
Cash payments |
|
|
(1,792) |
|
|
(1,392) |
Non-cash adjustment (a) |
|
|
(331) |
|
|
(216) |
Balance, December 31 |
|
$ |
964 |
|
$ |
1,973 |
(a) |
For the year ended December 31, 2016, the non-cash adjustment represents the non-cash equity-based compensation expense recorded for the accelerated vesting of restricted stock units pursuant to the terms of the Separation and Transition Agreement. For the year ended December 31, 2015, the non-cash adjustment represents the non-cash equity-based compensation expense recorded for the accelerated vesting of restricted stock units pursuant to the terms of the Retirement Agreement. |
|
Future minimum payments (including those allocated to an affiliate) under these leases and commitments, net of payments under sublease agreements, are as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Rent Payments |
|
Sublease Receipts |
|
Total Cash Outflows |
|||
Year ending December 31: |
|
|
|
|
|
|
|
|
|
2017 |
|
$ |
8,327 |
|
$ |
(915) |
|
$ |
7,412 |
2018 |
|
|
8,504 |
|
|
(894) |
|
|
7,610 |
2019 |
|
|
8,624 |
|
|
(527) |
|
|
8,097 |
2020 |
|
|
8,875 |
|
|
(119) |
|
|
8,756 |
2021 |
|
|
8,815 |
|
|
— |
|
|
8,815 |
Thereafter |
|
|
59,451 |
|
|
— |
|
|
59,451 |
|
|
$ |
102,596 |
|
$ |
(2,455) |
|
$ |
100,141 |
|
Summarized quarterly results for the years ended December 31, 2016 and 2015 were as follows:
|
|
For the Quarter Ended |
||||||||||
|
|
March 31, 2016 |
|
June 30, 2016 |
|
September 30, 2016 |
|
December 31, 2016 |
||||
|
|
|
(in thousands, except shares and per share amounts) |
|||||||||
Total revenue |
|
$ |
42,917 |
|
$ |
43,404 |
|
$ |
45,559 |
|
$ |
44,422 |
Total operating expenses |
|
|
27,060 |
|
|
22,703 |
|
|
24,203 |
|
|
29,935 |
Operating income |
|
|
15,857 |
|
|
20,701 |
|
|
21,356 |
|
|
14,487 |
Total other expenses, net |
|
|
(2,202) |
|
|
(2,036) |
|
|
(2,204) |
|
|
(2,876) |
Income before provision for income taxes |
|
|
13,655 |
|
|
18,665 |
|
|
19,152 |
|
|
11,611 |
Provision for income taxes |
|
|
(3,259) |
|
|
(4,285) |
|
|
(4,632) |
|
|
(3,097) |
Net income |
|
|
10,396 |
|
|
14,380 |
|
|
14,520 |
|
|
8,514 |
Less: net income attributable to non-controlling interest |
|
|
5,456 |
|
|
7,419 |
|
|
7,609 |
|
|
4,589 |
Net income attributable to RE/MAX Holdings, Inc. |
|
$ |
4,940 |
|
$ |
6,961 |
|
$ |
6,911 |
|
$ |
3,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.28 |
|
$ |
0.39 |
|
$ |
0.39 |
|
$ |
0.22 |
Diluted |
|
$ |
0.28 |
|
$ |
0.39 |
|
$ |
0.39 |
|
$ |
0.22 |
Weighted average shares of Class A common stock outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
17,584,351 |
|
|
17,636,590 |
|
|
17,645,696 |
|
|
17,647,930 |
Diluted |
|
|
17,638,667 |
|
|
17,668,995 |
|
|
17,691,641 |
|
|
17,706,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarter Ended |
||||||||||
|
|
March 31, 2015 |
|
June 30, 2015 |
|
September 30, 2015 |
|
December 31, 2015 |
||||
|
|
|
(in thousands, except shares and per share amounts) |
|||||||||
Total revenue |
|
$ |
44,207 |
|
$ |
44,277 |
|
$ |
45,110 |
|
$ |
43,274 |
Total operating expenses |
|
|
28,884 |
|
|
22,921 |
|
|
24,498 |
|
|
26,410 |
Operating income |
|
|
15,323 |
|
|
21,356 |
|
|
20,612 |
|
|
16,864 |
Total other expenses, net |
|
|
(4,045) |
|
|
(1,841) |
|
|
(2,142) |
|
|
(2,747) |
Income before provision for income taxes |
|
|
11,278 |
|
|
19,515 |
|
|
18,470 |
|
|
14,117 |
Provision for income taxes |
|
|
(2,148) |
|
|
(3,457) |
|
|
(3,277) |
|
|
(3,148) |
Net income |
|
|
9,130 |
|
|
16,058 |
|
|
15,193 |
|
|
10,969 |
Less: net income attributable to non-controlling interest |
|
|
6,379 |
|
|
11,088 |
|
|
10,396 |
|
|
6,923 |
Net income attributable to RE/MAX Holdings, Inc. |
|
$ |
2,751 |
|
$ |
4,970 |
|
$ |
4,797 |
|
$ |
4,046 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.23 |
|
$ |
0.41 |
|
$ |
0.39 |
|
$ |
0.28 |
Diluted |
|
$ |
0.22 |
|
$ |
0.40 |
|
$ |
0.39 |
|
$ |
0.28 |
Weighted average shares of Class A common stock outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
11,817,605 |
|
|
12,225,678 |
|
|
12,333,690 |
|
|
14,283,839 |
Diluted |
|
|
12,293,505 |
|
|
12,399,527 |
|
|
12,420,748 |
|
|
14,351,911 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|