RE/MAX HOLDINGS, INC., 10-K filed on 2/22/2024
Annual Report
v3.24.0.1
Document and Entity Information - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Jan. 31, 2024
Jun. 30, 2023
Document Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2023    
Document Transition Report false    
Entity File Number 001-36101    
Entity Registrant Name RE/MAX Holdings, Inc.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 80-0937145    
Entity Address Line One 5075 South Syracuse Street    
Entity Address City or Town Denver    
Entity Address State or Province CO    
Entity Address Postal Zip Code 80237    
City Area Code 303    
Local Phone Number 770-5531    
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share    
Trading Symbol RMAX    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction false    
Entity Shell Company false    
Entity Public Float     $ 342.3
Auditor Name Ernst & Young LLP    
Auditor Location Denver, Colorado    
Auditor Firm ID 42    
Entity Central Index Key 0001581091    
Current Fiscal Year End Date --12-31    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Amendment Flag false    
Common Class A      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   18,276,284  
Common Class B      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   1  
v3.24.0.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 82,623 $ 108,663
Restricted cash 43,140 29,465
Accounts and notes receivable, current portion, net of allowances 33,427 32,518
Income taxes receivable 1,706 2,138
Other current assets 15,669 20,178
Total current assets 176,565 192,962
Property and equipment, net of accumulated depreciation 8,633 9,793
Operating lease right of use assets 23,013 25,825
Franchise agreements, net 101,516 120,174
Other intangible assets, net 19,176 25,763
Goodwill 241,164 258,626
Deferred tax assets   51,441
Income taxes receivable, net of current portion   754
Other assets, net of current portion 7,083 9,896
Total assets 577,150 695,234
Current liabilities:    
Accounts payable 4,700 6,165
Accrued liabilities 107,434 70,751
Income taxes payable 766 1,658
Deferred revenue 23,077 27,784
Current portion of debt 4,600 4,600
Current portion of payable pursuant to tax receivable agreements 822 1,642
Operating lease liabilities 7,920 7,068
Total current liabilities 149,319 119,668
Debt, net of current portion 439,980 443,720
Payable pursuant to tax receivable agreements, net of current portion   24,917
Deferred tax liabilities 10,797 13,113
Deferred revenue, net of current portion 17,607 18,287
Operating lease liabilities, net of current portion 31,479 37,989
Other liabilities, net of current portion 4,029 5,838
Total liabilities 653,211 663,532
Commitments and contingencies
Stockholders' equity (deficit):    
Additional paid-in capital 550,637 535,566
Accumulated deficit (140,217) (53,999)
Accumulated other comprehensive income (deficit), net of tax 638 (395)
Total stockholders' equity attributable to RE/MAX Holdings, Inc. 411,060 481,174
Non-controlling interest (487,121) (449,472)
Total stockholders' equity (deficit) (76,061) 31,702
Total liabilities and stockholders' equity (deficit) 577,150 695,234
Common Class A    
Stockholders' equity (deficit):    
Common stock 2 2
Common Class B    
Stockholders' equity (deficit):    
Common stock
v3.24.0.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2023
Dec. 31, 2022
Common Class A    
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 180,000,000 180,000,000
Common stock, shares issued 18,269,284 17,874,238
Common stock, shares outstanding 18,269,284 17,874,238
Common Class B    
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 1,000 1,000
Common stock, shares issued 1 1
Common stock, shares outstanding 1 1
v3.24.0.1
Consolidated Statements of Income (Loss) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Revenue:      
Total revenue $ 325,671 $ 353,386 $ 329,701
Operating expenses:      
Selling, operating and administrative expenses 171,548 173,980 179,491
Marketing Funds expenses 83,861 90,319 82,391
Depreciation and amortization 32,414 35,769 31,333
Settlement and impairment charges 73,783 15,808 46,035
Gain on reduction in tax receivable agreement liability (25,298) (702) 382
Total operating expenses 336,308 315,174 339,632
Operating income (loss) (10,637) 38,212 (9,931)
Other expenses, net:      
Interest expense (35,741) (20,903) (11,344)
Interest income 4,420 1,460 217
Foreign currency transaction gains (losses) 419 (641) (839)
Loss on early extinguishment of debt     (264)
Total other expenses, net (30,902) (20,084) (12,230)
Income (loss) before provision for income taxes (41,539) 18,128 (22,161)
Provision for income taxes (56,947) (7,371) (2,459)
Net income (loss) (98,486) 10,757 (24,620)
Less: net income (loss) attributable to non-controlling interest (29,464) 4,647 (9,004)
Net income (loss) attributable to RE/MAX Holdings, Inc. $ (69,022) $ 6,110 $ (15,616)
Common Class A      
Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock      
Basic $ (3.81) $ 0.33 $ (0.84)
Diluted $ (3.81) $ 0.32 $ (0.84)
Weighted average shares of Class A common stock outstanding      
Basic 18,111,409 18,678,774 18,690,442
Diluted 18,111,409 18,844,696 18,690,442
Cash dividends declared per share of Class A common stock $ 0.69 $ 0.92 $ 0.92
Continuing franchise fees      
Revenue:      
Total revenue $ 127,384 $ 133,389 $ 118,504
Annual dues      
Revenue:      
Total revenue 33,904 35,676 35,549
Broker fees      
Revenue:      
Total revenue 51,012 62,939 65,456
Marketing Funds fees      
Revenue:      
Total revenue 83,861 90,319 82,391
Franchise sales and other revenue      
Revenue:      
Total revenue $ 29,510 $ 31,063 $ 27,801
v3.24.0.1
Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Consolidated Statements of Comprehensive Income (Loss)      
Net income (loss) $ (98,486) $ 10,757 $ (24,620)
Change in cumulative translation adjustment 1,503 (2,125) 48
Other comprehensive income (loss), net of tax 1,503 (2,125) 48
Comprehensive income (loss) (96,983) 8,632 (24,572)
Less: Comprehensive income (loss) attributable to non-controlling interest (28,994) 3,567 (8,994)
Comprehensive income (loss) attributable to RE/MAX Holdings, Inc., net of tax $ (67,989) $ 5,065 $ (15,578)
v3.24.0.1
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)
$ in Thousands
Common Class A
Common Stock
Common Class A
Common Class B
Common Stock
Common Class B
Additional paid-in capital
Retained earnings (accumulated deficit)
Accumulated other comprehensive income (loss), net of tax
Non-controlling interest
Total
Beginning balance, Value at Dec. 31, 2020 $ 2       $ 491,422 $ 25,628 $ 612 $ (416,007) $ 101,657
Beginning balance, Shares at Dec. 31, 2020 18,390,691   1            
Net income (loss)           (15,616)   (9,004) (24,620)
Distributions to non-controlling unitholders               (14,206) (14,206)
Equity-based compensation expense and dividend equivalents, Value         29,237 (472)     28,765
Equity-based compensation expense and dividend equivalents, Shares 547,398                
Dividends to Class A common stockholders           (17,361)     (17,361)
Change in accumulated other comprehensive income (loss)             38 10 48
Shares withheld for taxes on share-based compensation, Value         (5,329)       (5,329)
Shares withheld for taxes on share-based compensation, Shares (131,895)                
Other         113       113
Ending balance, Value at Dec. 31, 2021 $ 2       515,443 (7,821) 650 (439,207) 69,067
Ending balance, Shares at Dec. 31, 2021 18,806,194   1            
Net income (loss)           6,110   4,647 10,757
Distributions to non-controlling unitholders               (13,832) (13,832)
Equity-based compensation expense and dividend equivalents, Value         26,647 (834)     25,813
Equity-based compensation expense and dividend equivalents, Shares 830,718                
Dividends to Class A common stockholders           (17,352)     (17,352)
Repurchase and retirement of common shares, Value           (34,101)     (34,101)
Repurchase and retirement of common shares, Shares (1,533,728)                
Change in accumulated other comprehensive income (loss)             (1,045) (1,080) (2,125)
Shares withheld for taxes on share-based compensation, Value         (6,524)       (6,524)
Shares withheld for taxes on share-based compensation, Shares (228,946)                
Other           (1)     (1)
Ending balance, Value at Dec. 31, 2022 $ 2       535,566 (53,999) (395) (449,472) 31,702
Ending balance, Shares at Dec. 31, 2022 17,874,238 17,874,238 1 1          
Net income (loss)           (69,022)   (29,464) (98,486)
Distributions to non-controlling unitholders               (8,655) (8,655)
Equity-based compensation expense and dividend equivalents, Value         19,438 (1,051)     18,387
Equity-based compensation expense and dividend equivalents, Shares 806,527                
Dividends to Class A common stockholders           (12,502)     (12,502)
Repurchase and retirement of common shares, Value   $ (3,400)       (3,408)     (3,408)
Repurchase and retirement of common shares, Shares (160,405) (160,405)              
Change in accumulated other comprehensive income (loss)             1,033 470 1,503
Shares withheld for taxes on share-based compensation, Value         (4,367)       (4,367)
Shares withheld for taxes on share-based compensation, Shares (251,076)                
Other           (235)     (235)
Ending balance, Value at Dec. 31, 2023 $ 2       $ 550,637 $ (140,217) $ 638 $ (487,121) $ (76,061)
Ending balance, Shares at Dec. 31, 2023 18,269,284 18,269,284 1 1          
v3.24.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Cash flows from operating activities:      
Net income (loss) $ (98,486) $ 10,757 $ (24,620)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:      
Depreciation and amortization 32,414 35,769 31,333
Equity-based compensation expense 19,536 22,044 34,298
Bad debt expense 6,784 2,581 (1,345)
Deferred income tax expense (benefit) 49,387 (183) (2,528)
Fair value adjustments to contingent consideration (533) (133) 309
Settlement charge 55,150    
Impairment charge - goodwill 18,633 7,100 5,123
Impairment charge - leased assets   6,248  
Loss (gain) on sale or disposition of assets, net 406 1,320 (6)
Non-cash lease benefit (2,847) (2,108) (1,335)
Non-cash loss on lease termination   1,175  
Non-cash debt charges 860 861 905
Gain on reduction in tax receivable agreement liability (25,298) (702) 382
Other, net 62 47 (113)
Changes in operating assets and liabilities      
Accounts and notes receivable, current portion (8,442) 2,789 3,329
Other current and noncurrent assets 6,461 5,163 (2,090)
Other current and noncurrent liabilities (20,249) (17,533) 11,882
Payments pursuant to tax receivable agreements (440) (3,240) (3,444)
Income taxes receivable/payable 298 (871) (9,775)
Deferred revenue, current and noncurrent (5,432) 58 137
Net cash provided by operating activities 28,264 71,142 42,442
Cash flows from investing activities:      
Purchases of property, equipment and capitalization of software (6,419) (9,932) (15,239)
Acquisitions, net of cash, cash equivalents and restricted cash acquired in 2021 of $14.1 million     (180,002)
Other 776 (1,568) 319
Net cash used in investing activities (5,643) (11,500) (194,922)
Cash flows from financing activities:      
Proceeds from the issuance of debt     458,850
Payments on debt (4,600) (4,600) (227,390)
Capitalized debt amendment costs     (3,871)
Distributions paid to non-controlling unitholders (8,655) (13,832) (14,206)
Dividends and dividend equivalents paid to Class A common stockholders (13,553) (18,186) (17,833)
Payments related to tax withholding for share-based compensation (4,367) (6,524) (5,329)
Common shares repurchased (3,408) (34,101)  
Payment of contingent consideration (1,234) (1,120) (869)
Net cash used in financing activities (35,817) (78,363) 189,352
Effect of exchange rate changes on cash 831 (1,550) 300
Net decrease in cash, cash equivalents and restricted cash (12,365) (20,271) 37,172
Cash, cash equivalents and restricted cash, beginning of period 138,128 158,399 121,227
Cash, cash equivalents and restricted cash, end of period 125,763 138,128 158,399
Supplemental disclosures of cash flow information:      
Cash paid for interest 34,732 19,826 10,794
Net cash paid for income taxes $ 7,107 6,530 $ 14,908
Cash paid for lease termination   $ 1,285  
v3.24.0.1
Consolidated Statements of Cash Flows (Parenthetical)
$ in Millions
 12 Months Ended
Dec. 31, 2021
USD ($)
Consolidated Statements of Cash Flows  
Cash acquired $ 14.1
v3.24.0.1
Business and Organization
 12 Months Ended
Dec. 31, 2023
Business and Organization  
Business and Organization

1. Business and Organization

RE/MAX Holdings, Inc. (“Holdings”) completed an initial public offering (the “IPO”) of its shares of Class A common stock on October 7, 2013. Holdings’ only business is to act as the sole manager of RMCO, LLC (“RMCO”). As of December 31, 2023, Holdings owns 59.3% of the common membership units in RMCO, while RIHI, Inc. (“RIHI”) owns the remaining 40.7%. Holdings and its consolidated subsidiaries, including RMCO, are referred to hereinafter as the “Company.”

The Company is one of the world’s leading franchisors in the real estate industry, franchising real estate brokerages globally under the RE/MAX brand (“RE/MAX”) and mortgage brokerages within the United States (“U.S.”) under the Motto Mortgage brand (“Motto”). The Company also sells ancillary products and services, including loan processing services to its Motto network through the wemlo brand. The Company focuses on enabling its networks’ success by providing powerful technology, quality education, and valuable marketing to build the strength of the RE/MAX and Motto brands.

RE/MAX was founded in 1973 and its strategy is to sell franchises and help those franchisees recruit and retain the best agents. The RE/MAX brand is built on the strength of the Company’s global franchise network and its unique economic model that helps to attract and retain the best-performing and most experienced agents by maximizing their opportunity to retain a larger portion of their commissions. On July 21, 2021, the Company acquired the operating companies of the North America regions of RE/MAX INTEGRA (“INTEGRA”) converting INTEGRA’s formerly Independent Regions into Company-Owned Regions.

Motto, founded in 2016, has grown to over 225 offices across more than 40 states. The Motto franchise model offers U.S. real estate brokers, real estate professionals and other investors access to the mortgage brokerage business. Motto is highly complementary to the RE/MAX real estate business and is designed to provide diversified revenue and income streams to real estate professionals. Motto franchisees offer potential homebuyers an opportunity to find both real estate agents and independent Motto loan originators at the same location or at offices near each other.

RE/MAX and Motto are 100% franchised—the Company does not own any of the brokerages that operate under these brands.

Any reference to the number of offices or agents in these notes to the consolidated financial statements are unaudited.

Holdings Capital Structure

Holdings has two classes of common stock, Class A common stock and Class B common stock.

Class A common stock

Holders of shares of Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Additionally, holders of shares of Class A common stock are entitled to receive dividends when and if declared by the Company’s Board of Directors, subject to any statutory or contractual restrictions on the payment of dividends.

Holders of shares of Class A common stock do not have preemptive, subscription, redemption or conversion rights.

Class B common stock

RIHI is the sole holder of Class B common stock and is controlled by David and Gail Liniger, the Company’s co-founders. Pursuant to the terms of the Company’s Certificate of Incorporation, Class B common stock is entitled to a number of votes on matters presented to Holdings’ stockholders equal to the number of RMCO common units that RIHI holds. Through its ownership of the Class B common stock, RIHI holds 40.7% of the voting power of the Company’s stock as of December 31, 2023. Mr. Liniger also owns Class A common stock with an additional 1.1% of the voting power of the Company’s stock as of December 31, 2023.

Holders of shares of Class B common stock do not have preemptive, subscription, redemption or conversion rights.

Holders of shares of Class A common stock and Class B common stock vote together as a single class on all matters presented to the Company’s stockholders for their vote or approval, except as otherwise required by applicable law.

v3.24.0.1
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2023
Summary of Significant Accounting Policies  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements (“financial statements”) and notes thereto included in this Annual Report on Form 10-K have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The accompanying financial statements include the accounts of Holdings and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, the accompanying financial statements reflect all normal and recurring adjustments necessary to present fairly the Company’s financial position as of December 31, 2023 and 2022, the results of its operations and comprehensive income (loss), changes in its stockholders’ equity (deficit) and its cash flows for the years ended December 31, 2023, 2022 and 2021.

During 2021, the Company acquired the operating companies of INTEGRA. The results of operations, cash flows and financial position of this acquisitions is included in the financial statements from its respective date of acquisition. See Note 6, Acquisitions and Dispositions, for additional information.

Use of Estimates

The preparation of the accompanying financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Segment Reporting

The Company operates under the following segments:

●Real Estate – comprises the operations of the Company’s owned and independent global franchising operations under the RE/MAX brand along with corporate-wide shared services expenses.
●Mortgage – comprises the operations of the Company’s mortgage brokerage franchising operations under the Motto brand and mortgage loan processing services under the wemlo brand. Mortgage does not include any charges related to the corporate-wide shared services expenses.
●Marketing Funds – comprises the operations of the Company’s marketing campaigns designed to build and maintain brand awareness and the development and operation of agent marketing technology. This segment has no net income given the contractual restriction that all funds collected must be spent for designated purposes.
●Other – comprises other operations which, due to quantitative insignificance, do not meet the criteria of a reportable segment.

See Note 16, Segment Information, for additional information about segment reporting.

Principles of Consolidation

Holdings consolidates RMCO and records a non-controlling interest in the accompanying Consolidated Balance Sheets and records net income (loss) attributable to the non-controlling interest and comprehensive income (loss) attributable to the non-controlling interest in the accompanying Consolidated Statements of Income (Loss) and Consolidated Statements of Comprehensive Income (Loss), respectively.

Revenue Recognition

The Company generates most of its revenue from contracts with customers. The Company’s franchise agreements offer the following benefits to the franchisee: common use and promotion of RE/MAX and Motto trademarks; distinctive sales and promotional materials; access to technology; marketing tools and education; standardized supplies and other materials used in RE/MAX and Motto offices; recommended procedures for operation of RE/MAX and Motto offices; and specifically for Motto franchisees, access to a variety of quality loan options from multiple leading wholesale lenders. The Company concluded that these benefits are highly related and all part of one performance obligation for each franchise agreement, a license of symbolic intellectual property that is billed through a variety of fees including continuing franchise fees, annual dues, broker fees, marketing funds fees and franchise sales, described below. The Company has other performance obligations associated with contracts with customers in other revenue for education, marketing and events, subscription revenue, loan processing revenue, and data services revenue. The method used to measure progress is

over the passage of time for most streams of revenue. The following is a description of principal activities from which the Company generates its revenue.

Continuing Franchise Fees

Continuing franchise fees are fixed contractual fees paid monthly (a) by regional franchise owners in Independent Regions or franchisees in Company-Owned Regions based on the number of RE/MAX agents in the respective franchised region or office or (b) by Motto franchisees based on the number of open offices. Motto offices reach the full monthly billing once the Motto office has been open for 12 months. Continuing franchise fees are recognized in the month for which the fee is billed and are a usage-based royalty as they are dependent on the number of RE/MAX agents or the number of Motto open offices.

Annual Dues

Annual dues are a fixed membership fee paid annually by RE/MAX agents directly to the Company. The Company defers the annual dues revenue when billed and recognizes the revenue ratably over the 12-month period to which it relates. See the “Deferred Revenue” section below for a reconciliation of the activity in the Company’s deferred revenue for annual dues. Annual dues revenue is a usage-based royalty as it is dependent on the number of RE/MAX agents.

Broker Fees

Broker fees are assessed against real estate commissions paid by customers when a RE/MAX agent buys or sells a property. Generally, the amount paid is 1% of the total commission on the transaction in most regions. Revenue from broker fees is a sales-based royalty and recognized in the month when a home sale transaction occurs.

Agents in Company-Owned Regions who joined RE/MAX prior to 2004, the year the Company began assessing broker fees, are generally “grandfathered” and continue to be exempt from paying a broker fee. Certain agents in Canada do not pay broker fees. As of December 31, 2023, approximately 24% of agents in the U.S. and Canada Company-owned Regions did not pay broker fees. Motto franchisees do not pay any fees based on the number or dollar value of loans brokered.

During 2022, the Company launched a pilot program in five states in the U.S. with a pricing component that has a capped broker fee per team member, reducing the revenue the Company receives per agent had that agent not been in the program. Revenue from capped broker fees is estimated and recognized ratably over the year that is capped. Due to legacy price structures enacted when certain geographies were Independent Regions, broker fees in a limited number of locations (mainly the acquired U.S. regions from INTEGRA, Texas and parts of Canada) are capped at certain commission levels.

Marketing Funds Fees

Marketing Funds fees are fixed contractual fees paid monthly by franchisees based on the number of RE/MAX agents in the respective franchised region or office or the number of Motto offices. These revenues are obligated to be used for marketing campaigns to build brand awareness and to support agent marketing technology. Amounts received into the Marketing Funds are recognized as revenue in the month for which the fee is billed. This revenue is a usage-based royalty as it is dependent on the number of RE/MAX agents or number of Motto offices.

​

All assets of the Marketing Funds are contractually restricted for the benefit of franchisees, and the Company recognizes an equal and offsetting liability on the Company’s balance sheet for all amounts received. Additionally, this results in recording an equal and offsetting amount of expenses, against all revenues such that there is no impact to overall profitability of the Company from these revenues. In addition, advertising costs are expensed as incurred.

Franchise Sales

Franchise sales comprises revenue from the sale or renewal of franchises. A fee is charged upon a franchise sale or renewal. Those fees are deemed to be a part of the license of symbolic intellectual property and are recognized as revenue over the contractual term of the franchise agreement, which is typically 5 years for RE/MAX and 7 years for Motto franchise agreements. See the “Deferred Revenue” section below for a reconciliation of the activity in the Company’s deferred revenue for franchise sales.

Other Revenue

Other revenue is primarily from:

●Event-based revenue from education and other programs, which is recognized when the event occurs and until then amounts collected are included in “Deferred revenue”.
●Data service subscription revenue, which is recognized when the control of the products or services has transferred to the customer, which may occur at a point in time or over time, depending on the nature of the contract.
●Preferred marketing arrangements, which involves both flat fees paid in advance as well as revenue sharing, both of which are generally recognized over the period of the arrangement and are recorded net as the Company does not control the good or service provided.
●Technology products and subscription revenue, which charges a monthly fee to its customers or a periodic fee to agents who use the products or services.
●Mortgage loan processing revenue, which charges a flat fee per transaction which is recognized when a loan is closed.

Deferred Revenue and Commissions Related to Franchise Sales

Deferred revenue is primarily driven by Franchise sales and Annual dues, as discussed above, and is included in “Deferred revenue” and “Deferred revenue, net of current portion” on the Consolidated Balance Sheets. Other deferred revenue is primarily related to event-based revenue. The activity consists of the following (in thousands):

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​

​

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Balance at

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​

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Revenue

​

Balance at

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​

January 1, 2023

​

New billings

​

recognized (a)

​

December 31, 2023

Franchise sales

​

$

25,281

​

$

8,061

​

$

(8,729)

​

$

24,613

Annual dues

​

​

14,164

​

​

33,022

​

​

(33,904)

​

​

13,282

Other

​

​

6,626

​

​

18,154

​

​

(21,991)

​

​

2,789

​

​

$

46,071

​

$

59,237

​

$

(64,624)

​

$

40,684

(a)Revenue recognized related to the beginning balance for Franchise Sales and Annual Dues was $7.9 million and $13.4 million, respectfully, for the year ended December 31, 2023.

Commissions paid on Franchise sales are recognized as an asset and amortized over the contract life of the franchise agreement. The activity in the Company’s capitalized contract costs for commissions (which are included in “Other current assets” and “Other assets, net of current portion” on the Consolidated Balance Sheets) consist of the following (in thousands):

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​

Additions to

​

​

​

​

​

​

​

​

Balance at

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contract cost

​

Expense

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Balance at

​

​

January 1, 2023

​

for new activity

​

recognized

​

December 31, 2023

Capitalized contract costs for commissions

​

$

3,974

​

$

2,737

​

$

(2,486)

​

$

4,225

​

Disaggregated Revenue

In the following table, segment revenue is disaggregated by geographical area (in thousands):

​

​

​

​

​

​

​

​

​

​

Year Ended

​

December 31, 

​

2023

​

2022

​

2021

U.S. Company-Owned Regions (a)

$

138,499

​

$

157,492

​

$

154,981

U.S. Independent Regions (a)

​

6,439

​

​

7,086

​

​

11,392

Canada Company-Owned Regions (a)

​

40,805

​

​

42,289

​

​

27,234

Canada Independent Regions (a)

​

2,891

​

​

2,857

​

​

6,510

Global

​

12,754

​

​

12,163

​

​

11,501

Fee revenue (b)

​

201,388

​

​

221,887

​

​

211,618

Franchise sales and other revenue (c)

​

25,794

​

​

27,385

​

​

23,506

Total Real Estate

​

227,182

​

​

249,272

​

​

235,124

U.S. (a)

​

63,791

​

​

69,169

​

​

68,662

Canada (a)

​

19,039

​

​

19,993

​

​

12,722

Global

​

1,031

​

​

1,157

​

​

1,007

Total Marketing Funds

​

83,861

​

​

90,319

​

​

82,391

Mortgage (d)

​

13,993

​

​

12,388

​

​

10,051

Other (d)

​

635

​

​

1,407

​

​

2,135

Total

$

325,671

​

$

353,386

​

$

329,701

(a)On July 21, 2021, the Company acquired INTEGRA. Fee revenue from these regions was previously recognized in the U.S. and Canada Independent Regions and Marketing Funds fees were not charged by the Company. See Note 6, Acquisitions and Dispositions, for more information related to this transaction.
(b)Fee revenue includes Continuing franchise fees, Annual dues and Broker fees.
(c)Franchise sales and other revenue is derived primarily within the U.S.
(d)Revenue from Mortgage and Other are derived exclusively within the U.S.

Transaction Price Allocated to the Remaining Performance Obligations

The following table includes estimated revenue by year, excluding certain other immaterial items, expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2024

​

2025

​

2026

​

2027

​

2028

​

Thereafter

​

Total

Annual dues

​

$

13,282

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

13,282

Franchise sales

​

​

6,894

​

​

5,766

​

​

4,455

​

​

3,064

​

​

1,637

​

​

2,797

​

​

24,613

Total

​

$

20,176

​

$

5,766

​

$

4,455

​

$

3,064

​

$

1,637

​

$

2,797

​

$

37,895

​

Cash, Cash Equivalents and Restricted Cash

All cash held by the Marketing Funds is contractually restricted. The following table reconciles the amounts presented for cash, both unrestricted and restricted, in the Consolidated Balance Sheets to the amounts presented in the Consolidated Statements of Cash Flows (in thousands):

​

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

2023

​

2022

Cash and cash equivalents

​

$

82,623

​

$

108,663

Restricted cash:

​

​

​

​

​

​

Marketing Funds (a)

​

​

15,640

​

​

29,465

Settlement Fund (b)

​

​

27,500

​

​

—

Total cash, cash equivalents and restricted cash

​

$

125,763

​

$

138,128

(a)All cash held by the Marketing Funds is contractually restricted, pursuant to the applicable franchise agreements.
(b)Represents the net amounts held in the Settlement Fund as part of the settlement of the industry class-action lawsuits. See Note 14, Commitments and Contingencies, for additional information.

Services Provided to the Marketing Funds by Real Estate

Real Estate charges the Marketing Funds for various services it performs. These services are primarily comprised of: (a) building and maintaining agent marketing technology, including customer relationship management tools, the remax.com

and remax.ca websites, agent, office and team websites, and mobile apps, (b) dedicated employees focused on marketing campaigns, and (c) various administrative services including customer support of technology, accounting and legal. Because these costs are ultimately paid by the Marketing Funds, they do not impact the net income (loss) of Holdings as the Marketing Funds have no reported net income. The Company’s transition to the kvCORE platform, paid for directly by the Marketing Funds, will reduce the future charges Real Estate had historically charged the Marketing Funds (See Restructuring Charges below).

Costs charged from Real Estate to the Marketing Funds are as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

December 31, 

​

​

2023

​

2022

​

2021

Technology − operating

​

$

4,676

​

$

14,436

​

$

13,396

Technology − capital(a)

​

​

(203)

​

​

918

​

​

954

Marketing staff and administrative services

​

​

6,102

​

​

5,598

​

​

5,782

Total

​

$

10,575

​

$

20,952

​

$

20,132

(a)During the years ended 2023 and 2022, the Company determined that certain development projects were no longer needed and therefore $0.2 million and $0.5 million, respectively, reflecting the cost of work in process assets that would no longer be placed in service, was refunded to the marketing funds.

Selling, Operating and Administrative Expenses

Selling, operating and administrative expenses primarily consist of personnel costs, including salaries, benefits, payroll taxes and other compensation expenses, professional fees, lease costs, as well as expenses for outsourced technology services and expenses for marketing to customers, to expand the Company’s franchises.

Fair Value of Financial Instruments

The carrying amounts of financial instruments, net of any allowances, including cash equivalents, accounts and notes receivable, accounts payable and accrued expenses approximate fair value due to their short-term nature.

Accounts and Notes Receivable

Accounts receivable arising from monthly billings do not bear interest. The Company provides limited financing of certain franchise sales through the issuance of notes receivable with the associated interest recorded in “Interest income” in the accompanying Consolidated Statements of Income (Loss). Amounts collected on notes receivable are included in “Net cash provided by operating activities” in the accompanying Consolidated Statements of Cash Flows.

The Company records estimates of expected credit losses against its accounts and notes receivable based on historical loss experience and reasonable and supportable forecasts. General economic conditions that affect the Company’s performance, in particular changes in interest rates or the number of existing home sales, are expected to also impact the performance of its franchisees, agents and loan originators. The allowance for doubtful accounts and notes is based on reasonable and supportable forecasts, historical experience, general economic conditions, and the credit quality of specific accounts. Increases and decreases in the allowance for doubtful accounts are established based upon changes in the credit quality of receivables and are included as a component of “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income (Loss).

The activity in the Company’s allowances against accounts and notes receivable consists of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at
beginning of period

​

Charges/(benefits) to expense for changes in Allowance for doubtful accounts (a)

​

Write-offs

​

Balance at
end of period

Year Ended December 31, 2023

​

$

9,111

​

$

6,784

​

$

(4,995)

​

$

10,900

Year Ended December 31, 2022

​

$

9,564

​

$

2,581

​

$

(3,034)

​

$

9,111

Year Ended December 31, 2021

​

$

11,724

​

$

(1,345)

​

$

(815)

​

$

9,564

(a)Includes approximately $1.8 million, $0.4 million and ($0.4) million of expense/(benefit) attributable to the Marketing Funds for the years ended December 31, 2023, 2022 and 2021, respectively.

Accumulated Other Comprehensive Income (Loss) and Foreign Currency Translation

Accumulated other comprehensive income (loss) includes all changes in equity during a period that have yet to be recognized in income, except those resulting from transactions with stockholders and is comprised of foreign currency translation adjustments.

As of December 31, 2023, the Company, directly and through its franchisees, conducted operations in over 110 countries and territories, including the U.S. and Canada. The functional currency for the Company’s operations is the U.S. dollar, except for its Canadian subsidiaries for which it is the Canadian Dollar.

Assets and liabilities of the Canadian subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of income (loss) and cash flows are translated at the average exchange rates in effect during the applicable period. Exchange rate fluctuations on translating consolidated foreign currency financial statements into U.S. dollars that result in unrealized gains or losses are referred to as translation adjustments. Cumulative translation adjustments are recorded as a component of “Accumulated other comprehensive income (loss),” and periodic changes are included in comprehensive income (loss). Were the Company to sell 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 would release any related cumulative translation adjustment into net income (loss).

Foreign currency denominated monetary assets and liabilities and transactions occurring in currencies other than the Company’s or the Company’s consolidated foreign subsidiaries’ functional currencies are recorded based on exchange rates at the time such transactions arise. Changes in exchange rates with respect to amounts recorded in the accompanying Consolidated Balance Sheets related to these non-functional currency transactions result in transaction gains and losses that are reflected in the accompanying Consolidated Statements of Income (Loss) as “Foreign currency transaction (losses) gains.”

Property and Equipment

Property and equipment, including leasehold improvements, are initially recorded at cost. Depreciation is provided for on a straight-line method over the estimated useful lives of each asset class and commences when the property is placed in service. Amortization of leasehold improvements is provided for on a straight-line method over the estimated benefit period of the related assets or the lease term, if shorter.

Franchise Agreements and Other Intangible Assets

The Company’s franchise agreements result from franchise rights acquired from Independent Region acquisitions and are initially recorded at fair value. The Company amortizes the franchise agreements over their estimated useful life on a straight-line basis.

The Company also purchases and develops software for internal use. Software development costs and upgrade and enhancement costs incurred during the application development stage that result in additional functionality are capitalized. Costs incurred during the preliminary project and post-implementation-operation stages are expensed as incurred. Capitalized software costs are generally amortized over a term of two to five years. Purchased software licenses are amortized 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 assessed by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated from such asset. If not recoverable, the excess of the carrying amount of an asset over its estimated discounted cash flows would be charged to operations as an impairment loss. For each of the years ended December 31, 2023, 2022 and 2021, there were no material impairments indicated for such assets.

Goodwill

Goodwill is an asset representing the future economic benefits arising from the other assets acquired in a business combination that are not individually identified and separately recognized. The Company assesses goodwill for impairment at least annually at the reporting unit level or whenever an event occurs that would indicate impairment may have occurred. Reporting units are driven by the level at which segment management reviews operating results. The Company performs its required impairment testing annually on October 1.

The Company’s impairment assessment begins with a qualitative assessment to determine if it is more likely than not that a reporting unit’s fair value is less than the carrying amount. The initial qualitative assessment includes comparing the overall financial performance of the reporting units against the planned results as well as other factors which might indicate that the reporting unit’s value has declined since the last assessment date. If it is determined in the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the standard two-step quantitative impairment test is performed. The impairment test consists of comparing the estimated fair value of each reporting unit with its carrying amount, including goodwill. The fair value of a reporting unit is determined by forecasting results and applying an assumed discount rate to determine fair value as of the test date. If the estimated fair value of a reporting unit exceeds its carrying value, then it is not considered impaired and no further analysis is required. Goodwill impairment exists when the estimated implied fair value of a reporting unit’s goodwill is less than its carrying value.

During 2023, the Company recorded a goodwill impairment on its Mortgage reporting unit in its Mortgage Segment. During 2022, the Company recorded a goodwill impairment in its Gadberry Group reporting unit in the Real Estate segment and during 2021, the Company recorded a goodwill impairment in its First Leads, Inc. (“First”) reporting unit in the Real Estate segment. See Note 8, Intangible Assets and Goodwill, for additional information.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Management periodically assesses the recoverability of its deferred tax assets based upon expected future earnings, future deductibility of the asset and changes in applicable tax laws and other factors. If management determines that it is not likely that the deferred tax asset will be fully recoverable in the future, a valuation allowance may be established for the difference between the asset balance and the amount expected to be recoverable in the future. The allowance will result in a charge to the Company’s Consolidated Statements of Income (Loss). During 2023, the Company recorded a valuation allowance on its deferred tax assets, see Note 12, Income Taxes, for additional information.

RMCO complies with the requirements of the Internal Revenue Code that are applicable to limited liability companies that have elected to be treated as partnerships, which allow for the complete pass-through of taxable income or losses to RMCO’s unitholders, who are individually responsible for any federal tax consequences. The share of U.S. income allocable to Holdings results in a provision for income taxes for the federal and state taxes on that portion of income. The share of U.S. income allocable to RIHI does not result in a provision for income taxes for federal and state taxes given Holdings does not consolidate RIHI. RMCO is subject to certain global withholding taxes, which are ultimately allocated to both Holdings and RIHI since they are paid by RMCO. Beginning with the INTEGRA acquisition in July 2021, RMCO owns two corporate subsidiaries, which unlike RMCO are not pass-through entities. Income in those corporations is taxed at the corporate level, resulting in a provision for income taxes on 100% of their income, unlike domestic income at RMCO, for which a provision for income taxes is recognized on only Holdings share of that income (approximately 60%).

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

Leases

The Company determines if an arrangement is a lease at inception. The Company’s operating lease agreements are primarily for corporate office space and are included within “Operating lease right of use assets”, “Operating lease liabilities” and “Operating lease liabilities, net of current portion’ on the Consolidated Balance Sheets.

The Company’s lease liabilities represent the obligation to make lease payments arising from the leases and right of use (“ROU”) assets are recognized as an offset at lease inception. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments consist of non-lease services related to the lease. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Many of the Company’s lessee agreements include options to extend the lease, which is not included in the minimum lease terms unless they are reasonably certain to be exercised. Lease costs expense for lease payments related to operating leases (which is substantially all of the Company’s leases) is recognized on a straight-line basis over the lease term and is recorded to “Selling, operating and administrative expenses’ in the Consolidated Statements of Income (Loss).

The Company has made an accounting policy election not to recognize ROU assets and lease liabilities that arise from any of its short-term leases. All leases with a term of 12 months or less at commencement, for which the Company is not reasonably certain to exercise available renewal options that would extend the lease term past 12 months, are recognized on a straight-line basis over the lease term.

Restructuring Charges

During the third quarter of 2023, the Company announced a reduction in force and reorganization (the “Reorganization”) intended to streamline the Company’s operations and yield cost savings over the long term. The Reorganization reduced the Company’s overall workforce by approximately 7% and was substantially complete by the end of the third quarter. As a result of the Reorganization, the Company incurred a pre-tax cash charge for one-time termination benefits of severance and related costs of $4.3 million and accelerated equity compensation expense of $0.5 million, which are recognized as “Selling, operating and administrative expenses” in the Consolidated Statements of Income (Loss). See Note 9, Accrued Liabilities, for a roll forward of the liability related to the Reorganization as of December 31, 2023.

During the third quarter of 2022, the Company began incurring expenses related to a restructuring in its business and technology offerings with the phased rollout of the kvCORE platform, replacing the functionality previously provided by the internally developed platform. A significant amount of these costs are termination benefits related to workforce reductions including severance and related expenses received by former employees. For the year ended 2022, the Company incurred $11.7 million of expenses related to this restructure, including $7.6 million of severance and related expenses, $2.2 million of accelerated equity-based compensation expense, which are recognized as “Selling, operating and administrative expenses” in the Consolidated Statements of Income (Loss) and a $1.2 million write off of capitalized software development costs and $0.7 million of accelerated amortization, which are recognized as “Depreciation and amortization” in the Consolidated Statements of Income (Loss). See Note 9, Accrued Liabilities, for a roll forward of the liability related to the restructure as of December 31, 2023.

Equity-Based Compensation

The Company recognizes compensation expense associated with equity-based compensation as a component of “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income (Loss). All equity-based compensation is required to be measured at fair value on the grant date, is expensed over the requisite service, generally over a three-year period, and forfeitures are accounted for as they occur. The Company recognizes compensation expense on awards on a straight-line basis over the requisite service period for the entire award. See to Note 13, Equity-Based Compensation, for additional discussion regarding details of the Company’s equity-based compensation plans.

Foreign Currency Derivatives

The Company is exposed to foreign currency transaction gains and losses related to certain foreign currency denominated asset and liability positions, with the Canadian dollar representing the most significant exposure primarily from an intercompany Canadian loan between RMCO and the Canadian entity for INTEGRA. The Company uses short duration foreign currency forward contracts, generally with maturities ranging from a few days to a few months, to minimize its exposures related to foreign currency exchange rate fluctuations. None of these contracts are designated as accounting hedges as the underlying currency positions are revalued through “Foreign currency transaction gains (losses)” on the Consolidated Statements of Income (Loss) along with the related derivative contracts. During the twelve months ended December 31, 2023 and 2022, the Company recognized a net loss of $1.1 million and a net gain of $3.8 million, respectively, on the derivative contracts. There was no material impact for the twelve months ended December 31, 2021.

The Company had a short-term $74.0 million Canadian dollar forward contract that matures in the first quarter of 2024 that net settles in U.S. dollar based on the prevailing spot rates at maturity.

Recently Adopted Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), which contains temporary optional expedients and exceptions to the guidance in U.S. GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The Company adopted this standard effective July 1, 2023, on a prospective basis, with an executed amendment of its Senior Secured Credit Facility Agreement. The Company’s benchmark rate was transitioned from LIBOR to Adjusted Term SOFR. The amendments of ASU 2020-04 did not have a significant impact on the Company’s consolidated financial statements and related disclosures.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805)- Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires entities to recognize and measure contract assets (commissions related to franchise sales) and contract liabilities (deferred revenue) acquired in a business combination in accordance with ASC 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. This would impact the Company’s future Independent Region acquisitions and could have a material effect depending on the acquisition size as the fair value of these items are typically nominal at acquisition date. There would be no impact to cash flows.

New Accounting Pronouncements Not Yet Adopted.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis, primarily disclosure of significant segment expense categories and amounts for each reportable segment. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and amendments must be applied retrospectively to all prior periods presented in the financial statements. The Company believes the amendments of ASU 2023-07 will not have a significant impact on the Company’s consolidated financial statements and will include all required disclosures upon adoption.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures, which requires greater disaggregation of income tax disclosures related to the income tax reconciliation and income taxes paid. The amendments improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The new standard is effective for annual periods beginning after December 15, 2024, and early adoption is permitted. The Company believes the amendments of ASU 2023-09 will not have a significant impact on the Company’s consolidated financial statements and will include all required disclosures upon adoption.

v3.24.0.1
Leases
 12 Months Ended
Dec. 31, 2023
Leases  
Leases

3. Leases

The Company leases corporate offices, a distribution center, billboards and certain equipment. The Company’s only significant lease is for its corporate headquarters office building (the “Headquarters Lease”) and expires in 2028. The Company pays an annual base rent that escalates 3% each year and the Headquarters Lease has two 10-year optional renewal periods at the Company’s discretion, which is not reasonably certain to be exercised in 2028. The Company also acts as the lessor for six sublease agreements on the Headquarters Lease, each of which include a renewal option for the lessee to extend the length of the lease, with varying options to renew. The Company does not recognize leases for any offices used by the Company’s franchisees as all franchisees are independently owned and operated.

A summary of the Company’s lease cost is as follows (in thousands, except for weighted-averages):

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

​

2023

​

2022

​

2021

​

Lease Cost

​

​

​

​

​

​

​

​

​

​

Operating lease cost (a)(b)

​

$

10,833

​

$

11,377

​

$

11,565

​

Sublease income (a)

​

​

(2,555)

​

​

(2,159)

​

​

(1,999)

​

Short-term lease cost (c)

​

​

8,882

​

​

10,023

​

​

5,436

​

Total lease cost

​

$

17,160

​

$

19,241

​

$

15,002

​

Other information

​

​

​

​

​

​

​

​

​

​

Cash paid for amounts included in the measurement of lease liabilities

​

​

​

​

​

​

​

​

​

​

Operating cash outflows from operating leases

​

​

9,819

​

​

9,406

​

​

9,071

​

Weighted-average remaining lease term in years - operating leases

​

​

4.4

​

​

5.3

​

​

6.4

​

Weighted-average discount rate - operating leases

​

​

6.3

%

​

6.2

%

​

6.3

%

(a)All the Company’s material leases are classified as operating leases.
(b)Includes approximately $3.5 million, $3.6 million and $3.5 million of taxes, insurance and maintenance for the years ended December 31, 2023, 2022, and 2021 respectively.
(c)Includes expenses associated with short-term leases of billboard advertisements and is included in “Marketing Funds expenses” on the Consolidated Statements of Income (Loss) for the years ended December 31, 2023, 2022 and 2021.

Maturities under non-cancellable leases were as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Rent Payments

​

Sublease Receipts

​

Total Cash Outflows

Year ending December 31:

​

​

​

​

​

​

​

​

​

2024

​

$

10,145

​

​

(2,138)

​

$

8,007

2025

​

​

10,368

​

​

(1,220)

​

​

9,148

2026

​

​

10,465

​

​

(1,077)

​

​

9,388

2027

​

​

10,441

​

​

(1,099)

​

​

9,342

2028

​

​

3,225

​

​

(371)

​

​

2,854

Thereafter

​

​

598

​

​

—

​

​

598

Total lease payments

​

$

45,242

​

$

(5,905)

​

$

39,337

Less: imputed interest

​

​

5,843

​

​

​

​

​

​

Present value of lease liabilities

​

$

39,399

​

​

​

​

​

​

​

Lease Impairment

During the first and third quarters of 2022, the Company subleased portions of its corporate headquarters. As a result, the Company performed impairment tests on the portions subleased. Based on a comparison of undiscounted cash flows to the right of use (“ROU”) asset, the Company determined that the asset was impaired, driven largely by the difference between the existing lease rate on the Company’s corporate headquarters and the sublease rates received. This resulted in impairment charges of $3.7 million for the first quarter 2022 and $2.5 million for the third quarter 2022, or a total reduction to basic earnings per share of $0.15 per share for the year ended December 31, 2022, which reflect the excess of the ROU asset carrying value over its fair value.

Lease Termination

During the second quarter of 2022, the Company terminated its booj office lease, which was owned by an entity controlled by former employees of the Company. As a result, the Company wrote off an ROU asset of $2.7 million and derecognized $1.5 million of lease liability associated with the terminated lease. The Company also recognized a loss on termination of $2.5 million, which included a lease termination payment of $1.3 million.
v3.24.0.1
Non-controlling Interest
 12 Months Ended
Dec. 31, 2023
Non-controlling Interest.  
Non-controlling Interest

4. Non-controlling Interest

Holdings is the sole managing member of RMCO and operates and controls all the business affairs of RMCO. The ownership of the common units in RMCO is summarized as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2023

​

December 31, 2022

​

​

​

Shares

​

Ownership %

​

Shares

​

Ownership %

​

Non-controlling interest ownership of common units in RMCO

​

12,559,600

​

40.7

%

12,559,600

​

41.3

%

Holdings outstanding Class A common stock (equal to Holdings common units in RMCO)

​

18,269,284

​

59.3

%

17,874,238

​

58.7

%

Total common units in RMCO

​

30,828,884

​

100.0

%

30,433,838

​

100.0

%

​

The weighted average ownership (“WAO”) percentages for the applicable reporting periods are used to calculate the “Net income (Loss) attributable to RE/MAX Holdings, Inc.” A reconciliation of “Income (loss) before provision for income taxes” to “Net income (loss) attributable to RE/MAX Holdings, Inc.” and “Net Income attributable to non-controlling interest” in the accompanying Consolidated Statements of Income (Loss) for the periods indicated is detailed as follows (in thousands, except percentages):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

​

2023

​

2022

​

2021

​

​

​

Holdings

    

NCI

    

Total

    

Holdings

    

NCI

    

Total

​

Holdings

    

NCI

    

Total

​

WAO percentage of RMCO (a)

​

​

59.1

%

​

40.9

%

​

100.0

%

​

59.8

%

​

40.2

%

​

100.0

%

​

59.8

%

​

40.2

%

​

100.0

%

Income (loss) before provision for income taxes (a)

​

$

(14,149)

​

$

(27,390)

​

$

(41,539)

​

$

11,090

​

$

7,038

​

$

18,128

​

$

(13,424)

​

$

(8,737)

​

$

(22,161)

​

(Provision) / benefit for income taxes (b)

​

​

(54,873)

​

​

(2,074)

​

​

(56,947)

​

​

(4,980)

​

​

(2,391)

​

​

(7,371)

​

​

(2,192)

​

​

(267)

​

​

(2,459)

​

Net income (loss)

​

$

(69,022)

​

$

(29,464)

​

$

(98,486)

​

$

6,110

​

$

4,647

​

$

10,757

​

$

(15,616)

​

$

(9,004)

​

$

(24,620)

​

NCI – non-controlling interest

(a)The WAO percentage of RMCO differs from the allocation of income (loss) before provision for income taxes between RE/MAX Holdings and the non-controlling interest due to certain items recorded at Holdings.
(b)The provision for income taxes attributable to Holdings is primarily comprised of U.S. federal and state income taxes on its proportionate share of the pass-through income (loss) from RMCO. It also includes Holdings’ share of taxes
directly incurred by RMCO and its subsidiaries, including taxes in certain foreign jurisdictions. See Note 12, Income Taxes, for additional information.

Distributions and Other Payments to Non-controlling Unitholders

Under the terms of RMCO’s limited liability company operating agreement, RMCO makes cash distributions to non-controlling unitholders on a pro-rata basis. The distributions paid or payable to non-controlling unitholders are summarized as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

December 31, 

​

2023

​

2022

​

2021

Tax distributions

$

—

​

$

2,276

​

$

2,650

Dividend distributions (a)

​

8,667

​

​

11,556

​

​

11,556

Other

​

(12)

​

​

—

​

​

—

Total distributions to non-controlling unitholders

$

8,655

​

$

13,832

​

$

14,206

(a)In the fourth quarter 2023, the Company announced that its Board of Directors decided to suspend the Company’s quarterly dividend.

Tax Receivable Agreements

Holdings has twice acquired significant portions of the ownership in RMCO; first in October 2013 at the time of IPO when Holdings acquired its initial 11.5 million common units of RMCO and, second, in November and December 2015 when it acquired 5.2 million additional common units. Holdings issued Class A common stock, which it exchanged for these common units of RMCO. RIHI then sold the Class A common stock to the market.

When Holdings acquired common units in RMCO, it received a step-up in tax basis on the underlying assets held by RMCO. The step-up is principally equivalent to the difference between (1) the fair value of the underlying assets on the date of acquisition of the common units and (2) their tax basis in RMCO, multiplied by the percentage of units acquired. Most of the step-up in basis relates to intangibles assets, primarily franchise agreements and goodwill, and the step-up is often substantial. These assets are amortizable under IRS rules and result in deductions on the Company’s tax return for many years and consequently, Holdings receives a future tax benefit. These future benefits are reflected within deferred tax assets on the Company’s consolidated balance sheets.

If Holdings acquires additional common units of RMCO from RIHI, the percentage of Holdings’ ownership of RMCO will increase, and additional deferred tax assets will be created as additional tax basis step-ups occur.

In connection with the initial sale of RMCO common units in October 2013, Holdings entered into Tax Receivable Agreements (“TRAs”) which require that Holdings make annual payments to the TRA holders equivalent to 85% of any tax benefits realized on each year’s tax return from the additional tax deductions arising from the step-up in tax basis. The TRA holders as of December 31, 2023 are RIHI and Parallaxes Rain Co-Investment, LLC (“Parallaxes”). TRA liabilities were established for the future cash obligations expected to be paid under the TRAs and are not discounted.

This liability is recorded within “Current portion of payable pursuant to tax receivable agreements” and “Payable pursuant to tax receivable agreement, net of current portion” in the Consolidated Balance Sheets and were $0.8 million and $26.6 million in aggregate as of December 31, 2023 and 2022, respectively. In 2023, the Company evaluated the need for a valuation allowance against its deferred tax assets and determined that a full valuation allowance was necessary in light of the reduction in taxable income primarily due to the settlement of costly litigation associated with several industry class-action lawsuits. See Note 14, Commitments and Contingencies, for additional information. In connection therewith, we also remeasured the liabilities under the TRAs, which resulted in a reduction in the TRA liabilities and corresponding gain of $25.3 million. See Note 12, Income Taxes, for additional information.

Similar to the deferred tax assets, the TRA liabilities would increase if Holdings acquired additional common units of RMCO from RIHI or upon the future reversal of valuation allowances.

v3.24.0.1
Earnings (Loss) Per Share and Dividends
 12 Months Ended
Dec. 31, 2023
Earnings (Loss) Per Share and Dividends  
Earnings (Loss) Per Share and Dividends

5. Earnings (Loss) Per Share and Dividends

Earnings (Loss) Per Share

Basic earnings (loss) per share (“EPS”) measures the performance of an entity over the reporting period. Diluted EPS measures the performance of an entity over the reporting period while giving effect to all potentially dilutive common

shares that were outstanding during the period. The treasury stock method is used to determine the dilutive effect of time-based restricted stock units. The dilutive effect of performance-based restricted stock units is measured using the guidance for contingently issuable shares.

The following is a reconciliation of the numerator and denominator used in the basic and diluted EPS calculations (in thousands, except shares and per share information):

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

December 31, 

​

​

2023

​

2022

​

2021

Numerator

​

​

​

​

​

​

​

​

​

Net income (loss) attributable to RE/MAX Holdings, Inc.

​

$

(69,022)

​

$

6,110

​

$

(15,616)

Denominator for basic net income (loss) per share of Class A common stock

​

​

​

​

​

​

​

​

​

Weighted average shares of Class A common stock outstanding

​

​

18,111,409

​

​

18,678,774

​

​

18,690,442

Denominator for diluted net income (loss) per share of Class A common stock

​

​

​

​

​

​

​

​

​

Weighted average shares of Class A common stock outstanding

​

​

18,111,409

​

​

18,678,774

​

​

18,690,442

Add dilutive effect of the following:

​

​

​

​

​

​

​

​

​

Restricted stock (a)

​

​

—

​

​

165,922

​

​

—

Weighted average shares of Class A common stock outstanding, diluted

​

​

18,111,409

​

​

18,844,696

​

​

18,690,442

Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock

​

​

​

​

​

​

​

​

​

Basic

​

$

(3.81)

​

$

0.33

​

$

(0.84)

Diluted

​

$

(3.81)

​

$

0.32

​

$

(0.84)

(a)As the Company had a net loss for the years ended December 31, 2023 and 2021, these shares would have been considered anti-dilutive and therefore there is no effect on the weighted average shares of Class A common stock outstanding EPS calculation.

Outstanding Class B common stock does not share in the earnings of Holdings and is therefore not a participating security. Accordingly, basic and diluted net income (loss) per share of Class B common stock has not been presented.

Dividends

Dividends declared and paid during each quarter ended per share on all outstanding shares of Class A common stock were as follows (in thousands, except per share information):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2023

​

2022

​

2021

Quarter end declared

    

Date paid

    

Per share

    

Date paid

    

Per share

​

Date paid

    

Per share

March 31

​

March 22, 2023

​

$

0.23

​

March 16, 2022

​

$

0.23

​

March 17, 2021

​

$

0.23

June 30

​

May 31, 2023

​

​

0.23

​

May 25, 2022

​

​

0.23

​

June 2, 2021

​

​

0.23

September 30

​

August 29, 2023

​

​

0.23

​

August 30, 2022

​

​

0.23

​

August 31, 2021

​

​

0.23

December 31

​

—

​

​

—

​

November 30, 2022

​

​

0.23

​

December 1, 2021

​

​

0.23

​

​

​

​

$

0.69

​

​

​

$

0.92

​

​

​

$

0.92

​

During the fourth quarter 2023, the Company’s Board of Directors decided to suspend the Company’s quarterly dividend. In light of the recent litigation settlement (See Note 14, Commitments and Contingencies) and ongoing challenging housing and mortgage market conditions, the Company’s Board of Directors believes this action to preserve the Company’s capital is prudent.

Share Repurchases and Retirement

In January 2022, the Company’s Board of Directors authorized a common stock repurchase program of up to $100 million. During the year ended December 31, 2023, 160,405 shares of the Company’s Class A common stock were repurchased and retired for $3.4 million excluding commissions during the first quarter, at a weighted average cost of $21.24. As of December 31, 2023, $62.5 million remained available under the share repurchase program.
v3.24.0.1
Acquisitions and Dispositions
 12 Months Ended
Dec. 31, 2023
Acquisitions and Dispositions.  
Acquisitions and Dispositions

6. Acquisitions and Dispositions

RE/MAX INTEGRA North America Regions Acquisition

On July 21, 2021, the Company acquired the operating companies of the North America regions of INTEGRA whose territories cover five Canadian provinces (New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, and Prince Edward Island) and nine U.S. states (Connecticut, Indiana, Maine, Massachusetts, Minnesota, New Hampshire, Rhode Island, Vermont and Wisconsin) for cash consideration of $235.0 million. The Company acquired these companies in order to convert these formerly Independent Regions into Company-Owned Regions, advance its ability to scale, deliver value to its affiliates and recapture the value differential of more than 19,000 agents (approximately 12,000 in Canada and 7,000 in the U.S. The Company funded the acquisition primarily by borrowing additional funds in connection with refinancing its Senior Secured Credit Facility (see Note 10, Debt), as well as using cash from operations.

The Company allocated $40.9 million of the purchase price to a loss on the pre-existing master franchise agreements with INTEGRA which were effectively settled with the acquisition. The loss represents the fair value of the difference between the historical contractual royalty rates paid by INTEGRA and the current market rate. The loss is recorded in “Settlement and impairment charges” in the accompanying Consolidated Statements of Income (Loss).

The following table summarizes the preliminary allocation of the purchase price (net of settlement loss) to the fair value of assets acquired and liabilities assumed for the acquisition (in thousands): 

​

​

​

​

Cash and cash equivalents and restricted cash

​

$

14,098

Accounts and notes receivable, net

​

​

6,610

Income taxes receivable

​

​

494

Other current assets

​

​

502

Property and equipment

​

​

63

Franchise agreements (a)

​

​

92,250

Other intangible assets, net (a)

​

​

9,200

Other assets, net of current portion

​

​

2,174

Goodwill (b)

​

​

108,606

Accounts payable

​

​

(3,461)

Accrued liabilities

​

​

(14,045)

Income taxes payable

​

​

(3,107)

Deferred revenue

​

​

(824)

Deferred tax liabilities, net

​

​

(16,260)

Other liabilities, net of current portion

​

​

(2,200)

Total purchase price allocated to assets and liabilities

​

​

194,100

Loss on contract settlement

​

​

40,900

Total consideration

​

$

235,000

(a)The Company expects to amortize the acquired franchise agreements over a weighted average useful life of approximately 12 years and the non-compete agreements included in Other intangible assets, net over a useful life of 5 years using the straight-line method.
(b)The excess of the total purchase price over the fair value of the identifiable assets acquired was recorded as goodwill. The goodwill is attributable to expected synergies and projected long-term revenue growth for the RE/MAX network. The Company expects 50% of the goodwill in Canada but none in the U.S. to be deductible for tax purposes.

The Company finalized its accounting for the INTEGRA acquisition during the three months ended June 30, 2022.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the acquisition of INTEGRA had occurred on January 1, 2021. The pro forma information presented below is for illustrative purposes only and should not be relied upon as necessarily being indicative of the historical results that would

have been obtained if the acquisitions had actually occurred on that date, nor of the results that may be obtained in the future (in thousands).

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

December 31, 

​

​

2023 (a)

​

2022 (a)

​

2021

Total revenue

​

$

325,671

​

$

353,386

​

$

356,489

Net income (loss) attributable to RE/MAX Holdings, Inc.

​

$

(69,022)

​

$

6,110

​

$

(16,092)

(a)Amounts agree to the Consolidated Statements of Income (Loss) for the twelve months ended December 31, 2023 and 2022, as it includes the actual results from the INTEGRA acquisition and are therefore not pro forma.

​
v3.24.0.1
Property and Equipment
 12 Months Ended
Dec. 31, 2023
Property and Equipment  
Property and Equipment

7. Property and Equipment

Property and equipment consist of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

Depreciable Life

​

2023

​

2022

Leasehold improvements

​

Shorter of estimated useful life or life of lease

​

$

8,404

​

$

8,335

Office furniture, fixtures and equipment

​

2 - 10 years

​

​

13,361

​

​

12,404

Total property and equipment

​

​

​

​

21,765

​

​

20,739

Less accumulated depreciation

​

​

​

​

(13,132)

​

​

(10,946)

Total property and equipment, net

​

​

​

$

8,633

​

$

9,793

​

Depreciation expense was $2.5 million, $2.4 million and $2.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.

v3.24.0.1
Intangible Assets and Goodwill
 12 Months Ended
Dec. 31, 2023
Intangible Assets and Goodwill  
Intangible Assets and Goodwill

8. Intangible Assets and Goodwill

The following table provides the components of the Company’s intangible assets (in thousands, except weighted average amortization period in years):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted

    

​

​

    

​

​

    

​

​

    

​

​

    

​

​

    

​

​

​

​

​

Average

​

As of December 31, 2023

​

As of December 31, 2022

​

​

​

Amortization

​

Initial

​

Accumulated

​

Net

​

Initial

​

Accumulated

​

Net

​

​

​

Period

​

Cost

​

Amortization

​

Balance

​

Cost

​

Amortization

​

Balance

Franchise agreements

​

​

12.1

​

$

225,716

​

$

(124,200)

​

$

101,516

​

$

224,397

​

$

(104,223)

​

$

120,174

Other intangible assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Software (a)

​

​

4.1

​

$

52,918

​

$

(39,192)

​

$

13,726

​

$

48,658

​

$

(32,198)

​

$

16,460

Trademarks

​

​

9.1

​

​

971

​

​

(649)

​

​

322

​

​

1,713

​

​

(1,272)

​

​

441

Non-compete agreements

​

​

4.3

​

​

13,051

​

​

(8,156)

​

​

4,895

​

​

12,953

​

​

(4,878)

​

​

8,075

Training materials

​

​

—

​

​

2,400

​

​

(2,400)

​

​

—

​

​

2,400

​

​

(2,080)

​

​

320

Other

​

​

7.0

​

​

870

​

​

(637)

​

​

233

​

​

870

​

​

(403)

​

​

467

Total other intangible assets

​

​

4.3

​

$

70,210

​

$

(51,034)

​

$

19,176

​

$

66,594

​

$

(40,831)

​

$

25,763

(a)As of December 31, 2023 and 2022, capitalized software development costs of $1.0 million and $4.6 million, respectively, were related to technology projects not yet complete and ready for their intended use and thus were not subject to amortization.

Amortization expense was $29.9 million, $33.4 million and $29.1 million for the years ended December 31, 2023, 2022 and 2021, respectively.

As of December 31, 2023, the estimated future amortization expense related to intangible assets includes the estimated amortization expense associated with the Company’s intangible assets assumed with the Company’s acquisitions (in thousands):

​

​

​

​

2024

​

$

26,406

2025

​

​

22,701

2026

​

​

15,848

2027

​

​

9,021

2028

​

​

8,333

Thereafter

​

​

38,383

​

​

$

120,692

​

The following table presents changes to goodwill by reportable segment for the period from January 1, 2022 to December 31, 2023(in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Real Estate

​

Mortgage

​

Total

Balance, January 1, 2022

​

$

250,482

​

$

18,633

​

$

269,115

Purchase price adjustments

​

​

(332)

​

​

—

​

​

(332)

Impairment charge

​

​

(7,100)

​

​

—

​

​

(7,100)

Effect of changes in foreign currency exchange rates

​

​

(3,057)

​

​

—

​

​

(3,057)

Balance, January 1, 2023

​

$

239,993

​

$

18,633

​

$

258,626

Purchase price adjustments

​

​

—

​

​

—

​

​

—

Impairment charge

​

​

—

​

​

(18,633)

​

​

(18,633)

Effect of changes in foreign currency exchange rates

​

​

1,171

​

​

—

​

​

1,171

Balance, December 31, 2023

​

$

241,164

​

$

—

​

$

241,164

​

Impairment charge - goodwill

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 segment management reviews operating results.

​

During the fourth quarter of 2023, the Company tested and identified impairment indicators associated with the Mortgage reporting unit in the Mortgage Segment, primarily due to a decline in projected net cash flows resulting from continued macroeconomic pressures and revised franchise sales forecasts. Therefore, the Company fully impaired the reporting unit’s goodwill and recorded a non-cash impairment charge of $18.6 million in “Settlement and impairment charges” in the Consolidated Statements of Income (Loss).

​

During the fourth quarter of 2022, in connection with the strategic shift and restructuring of its business, the Company made the decision to wind down the Gadberry Group reporting unit in the Real Estate segment. Therefore, the Company fully impaired the Gadberry Group reporting unit goodwill and recorded a non-cash impairment charge of $7.1 million, in “Settlement and impairment charges” in the Consolidated Statements of Income (Loss).

During the third quarter of 2021, the Company identified impairment indicators associated with its First reporting unit in the Real Estate segment, primarily due to lower-than-expected adoption rates of the technology. This also resulted in a downward revision to the long-term adoption rate, which is a significant input in calculating the fair value of the reporting unit. Because of this, the Company performed an interim impairment test on the goodwill at its First reporting unit, as of August 31, 2021, using a discounted cash flow method. As a result of this impairment test, the Company recorded a non-cash impairment charge of $5.1 million, recorded in “Settlement and impairment charges” in the Consolidated Statements of Income (Loss).
v3.24.0.1
Accrued Liabilities
 12 Months Ended
Dec. 31, 2023
Accrued Liabilities.  
Accrued Liabilities

9. Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

2023

​

2022

Marketing Funds (a)

​

$

28,753

​

$

47,670

Accrued payroll and related employee costs

​

​

14,231

​

​

14,419

Accrued taxes

​

​

2,567

​

​

2,025

Accrued professional fees

​

​

937

​

​

1,331

Settlement payable (b)

​

​

55,700

​

​

—

Other

​

​

5,246

​

​

5,306

​

​

$

107,434

​

$

70,751

(a)Consists primarily of liabilities recognized to reflect the contractual restriction that all funds collected in the Marketing Funds must be spent for designated purposes. See Note 2, Summary of Significant Accounting Policies, for additional information.
(b)Represents the net settlement payable as part of the settlement of the industry class-action lawsuits and other legal settlements. See Note 14, Commitments and Contingencies, for additional information.

​

The following table presents a rollforward of the liability as related to the strategic shift and restructure of its business, which is in “Accrued payroll and related employee costs” in the table above (in thousands):

​

​

​

​

​

​

​

​

Balance, January 1, 2022

​

$

—

Severance and other related expenses (a)

​

​

7,578

Cash payments

​

​

(3,947)

Balance, December 31, 2022

​

$

3,631

Severance and other related expenses

​

​

4,210

Cash payments

​

​

(5,220)

Balance, December 31, 2023 (b)

​

$

2,622

(a)Excludes $2.2 million of non-cash equity-based compensation expense from the accelerated vesting of certain grants in connection with the strategic shift and restructuring of its business that occurred in the third quarter of 2022. See Note 2, Summary of Significant Accounting Policies, for additional information.
(b)Includes $2.6 million related to the Reorganization that occurred in the third quarter of 2023. The liability related to the strategic shift and restructure of the business that occurred in the third quarter of 2022 has been substantially paid as of December 31, 2023. See Note 2, Summary of Significant Accounting Policies for additional information.
v3.24.0.1
Debt
 12 Months Ended
Dec. 31, 2023
Debt  
Debt

10. Debt

Debt, net of current portion, consists of the following (in thousands):

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

2023

​

2022

Senior Secured Credit Facility

​

$

448,500

​

$

453,101

Less unamortized debt issuance costs

​

​

(2,896)

​

​

(3,532)

Less unamortized debt discount costs

​

​

(1,024)

​

​

(1,249)

Less current portion

​

​

(4,600)

​

​

(4,600)

​

​

$

439,980

​

$

443,720

​

Maturities of debt are as follows (in thousands):

​

​

​

​

As of December 31, 

​

​

​

2024

​

$

4,600

2025

​

​

4,600

2026

​

​

4,600

2027

​

​

4,600

2028

​

​

430,100

​

​

$

448,500

​

Senior Secured Credit Facility

On July 21, 2021, the Company amended and restated its Senior Secured Credit Facility to fund the acquisition of INTEGRA and refinance its existing facility. The revised facility provides for a seven-year $460.0 million term loan facility which matures on July 21, 2028, and a $50.0 million revolving loan facility which matures and must be repaid on July 21, 2026 if any amounts are drawn.

The Senior Secured Credit Facility requires the Company to repay term loans at approximately $1.2 million per quarter. The Company is also required to repay the term loans and reduce revolving commitments with (i) 100% of proceeds of any incurrence of additional debt not permitted by the Senior Secured Credit Facility, (ii) 100% of proceeds of asset sales and 100% of amounts recovered under insurance policies, subject to certain exceptions and a reinvestment right and (iii) 50% of Excess Cash Flow (or “ECF”) as defined in the Senior Secured Credit Facility, at the end of the applicable fiscal year if RE/MAX, LLC’s Total Leverage Ratio (or “TLR”) as defined in the Senior Secured Credit Facility, is in excess of 4.25:1. If the Company’s TLR as of the last day of such fiscal year is equal to or less than 4.25:1 but above 3.75:1, the repayment percentage is 25% of ECF and if the Company’s TLR as of the last day of such fiscal year is less than 3.75:1, no repayment from ECF is required. The Company evaluated if an ECF payment was required as of December 31, 2023 pursuant to the terms of the Senior Secured Credit Facility and determined no ECF payment was required. In addition, the Company is limited in the amount of restricted payments it can make as defined in the Senior Secured Credit Facility.

The Senior Secured Credit Facility provides for customary restrictions on, among other things, additional indebtedness, liens, dispositions of property, dividends, transactions with affiliates and fundamental changes such as mergers, consolidations, and liquidations. The restricted payments include declaration or payment of dividends, repurchase of

shares, or other distributions. In general, the Company can make unlimited restricted payments, so long as the Company’s TLR is below 3.50:1 (both before and after giving effect to such payments). As of December 31, 2023, the Company’s TLR was 7.80:1. The TLR increased primarily due to the settlement of the industry class-action lawsuits (for additional information see Note 14, Commitments and Contingencies). As long as the Company’s TLR remains above 3.50:1, the Company will be limited in the amount of restricted payments – primarily dividends and share repurchases – it can make up to the greater of $50 million or 50% of consolidated EBITDA on a trailing twelve-month basis (unless the Company can rely on other restricted payment baskets available under the Senior Secured Credit Facility). This limitation does limit the restricted payments the Company can make to its shareholders. The Company’s TLR is calculated based on RE/MAX, LLC’s consolidated indebtedness and consolidated EBITDA, both defined in the Senior Secured Credit Facility. As of December 31, 2023, RE/MAX, LLC’s consolidated EBITDA, as defined in the Senior Secured Credit Facility, was $44.6 million on a trailing twelve-month basis.

With certain exceptions, any default under any of the Company’s other agreements evidencing indebtedness in the amount of $15.0 million or more constitutes an event of default under the Senior Secured Credit Facility.

Prior to July 2023, borrowings under the term loans and revolving loans accrue interest, at the Company’s option on (a) LIBOR, provided LIBOR shall be no less than 0.50% plus an applicable margin of 2.50% and, provided further that such rate shall be adjusted for reserve requirements for eurocurrency liabilities, if any (the “LIBOR Rate”) or (b) the greatest of (i) the prime rate as quoted by the Wall Street Journal, (ii) the NYFRB Rate (as defined in the Senior Secured Credit Facility) plus 0.50% and (iii) the one-month Eurodollar Rate plus 1.00%, (such greatest rate, the “ABR”) plus, in each case, an applicable margin of 1.50%. The Senior Secured Credit Facility includes a provision for transition from LIBOR to the alternative reference rate of Term Secured Overnight Financing Rate (“SOFR”)) on or before June 2023 (the LIBOR Rate cessation date) and the Company transitioned from LIBOR to Adjusted Term SOFR on July 31, 2023. Borrowings under the term loans and revolving loans began accruing interest based on Adjusted Term SOFR, subject to the same floor of 0.50%, plus the same applicable margin of 2.50%. As of December 31, 2023, the interest rate on the term loan facility was 8.0%.

If any amounts are drawn under the revolving line of credit under the Senior Secured Credit Facility, the terms of the Company’s Senior Secured Credit Facility require the Company’s TLR to not exceed 4.50:1 in order for the Company to be able to access borrowing under the line of credit. As a result, as long as the Company’s TLR remains above 4.50:1, access to borrowing under the revolving line of credit will be precluded. A commitment fee of 0.5% per annum (subject to reductions) accrues on the amount of unutilized revolving line of credit regardless of the Company’s TLR. As of the date of this report, no amounts were drawn on the revolving line of credit. The Company expects that the earliest the TLR will fall below 4.50:1 is during the third quarter of 2024.
v3.24.0.1
Fair Value Measurements
 12 Months Ended
Dec. 31, 2023
Fair Value Measurements  
Fair Value Measurements

11. Fair Value Measurements

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, the Company follows a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

●Level 1: Quoted prices for identical instruments in active markets.
●Level 2: Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations, in which all significant inputs are observable in active markets. The fair value of the Company’s debt reflects a Level 2 measurement and was estimated based on quoted prices for the Company’s debt instruments in an inactive market.
●Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Level 3 liabilities that are measured at fair value on a recurring basis consist of the Company’s contingent consideration related to the acquisition of Motto.

A summary of the Company’s liabilities measured at fair value on a recurring basis is as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As of December 31, 2023

​

As of December 31, 2022

​

​

Fair Value

    

Level 1

    

Level 2

    

Level 3

    

Fair Value

    

Level 1

    

Level 2

    

Level 3

Liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Motto contingent consideration

​

$

2,170

​

$

—

​

$

—

​

$

2,170

​

$

3,710

​

$

—

​

$

—

​

$

3,710

Gadberry Group contingent consideration

​

​

590

​

​

—

​

​

—

​

​

590

​

​

817

​

​

—

​

​

—

​

​

817

Contingent consideration (a)

​

$

2,760

​

$

—

​

$

—

​

$

2,760

​

$

4,527

​

$

—

​

$

—

​

$

4,527

(a)Recorded as a component of “Accrued liabilities” and “Other liabilities, net of current portion” in the accompanying Consolidated Balance Sheets.

The Company is required to pay additional purchase consideration totaling 8% of gross receipts collected by Motto each year (the “Revenue Share Year”) through September 30, 2026, with no limitation as to the maximum payout. The annual payment is required to be made within 120 days of the end of each Revenue Share Year. The fair value of the contingent purchase consideration represents the forecasted discounted cash payments that the Company expects to pay. Increases or decreases in the fair value of the contingent purchase consideration can result from changes in discount rates as well as the timing and amount of forecasted revenues. The forecasted revenue growth assumption that is most sensitive is the assumed franchise sales count for which the forecast assumes between 40-90 franchises sold annually. This assumption is based on historical sales and an assumption of growth over time. A 10% reduction in the number of franchise sales and a 1% change to the discount rate applied to the forecast would not change the liability materially. As of December 31, 2023, contingent consideration also includes an amount recognized in connection with the acquisition of the Gadberry Group. The Company measures these liabilities each reporting period and recognizes changes in fair value, if any, in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income (Loss).

The table below presents a reconciliation of the contingent consideration (in thousands):

​

​

​

​

​

​

Total

Balance at January 1, 2022

​

$

5,780

Fair value adjustments

​

​

(133)

Cash payments

​

​

(1,120)

Balance at January 1, 2023

​

$

4,527

Fair value adjustments

​

​

(533)

Cash payments

​

​

(1,234)

Balance at December 31, 2023

​

$

2,760

​

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, 2023.

The following table summarizes the carrying value and estimated fair value of the Senior Secured Credit Facility (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2023

​

December 31, 2022

​

​

Carrying
Amount

    

Fair Value
Level 2

    

Carrying
Amount

    

Fair Value
Level 2

Senior Secured Credit Facility

​

$

444,580

​

$

421,590

​

$

448,320

​

$

414,587

​
v3.24.0.1
Income Taxes
 12 Months Ended
Dec. 31, 2023
Income Taxes  
Income Taxes

12. Income Taxes

“Income (loss) before provision for income taxes” as shown in the accompanying Consolidated Statements of Income (Loss) is comprised of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

​

2023

​

2022

​

2021

Domestic

​

$

(82,690)

​

$

(25,443)

​

$

(53,152)

Foreign

​

​

41,151

​

​

43,571

​

​

30,991

Total

​

$

(41,539)

​

$

18,128

​

$

(22,161)

​

Components of the “Provision for income taxes” in the accompanying Consolidated Statements of Income (Loss) consist of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

​

2023

​

2022

​

2021

Current

​

​

​

​

​

​

​

​

​

Federal

​

$

1,748

​

$

696

​

$

798

Foreign

​

​

5,248

​

​

6,856

​

​

3,556

State and local

​

​

564

​

​

2

​

​

633

Total current expense

​

​

7,560

​

​

7,554

​

​

4,987

Deferred expense

​

​

​

​

​

​

​

​

​

Federal

​

​

39,634

​

​

1,039

​

​

(840)

Foreign

​

​

573

​

​

(1,522)

​

​

(752)

State and local

​

​

9,180

​

​

300

​

​

(936)

Total deferred expense

​

​

49,387

​

​

(183)

​

​

(2,528)

Provision for income taxes

​

$

56,947

​

$

7,371

​

$

2,459

​

A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

​

​

2023

​

2022

​

2021

​

U.S. statutory tax rate

​

​

21.0

%

​

21.0

%

​

21.0

%

State and local taxes, net of federal benefit

​

​

3.7

​

​

2.7

​

​

3.1

​

Income attributable to non-controlling interests (a)

​

​

(16.3)

​

​

(9.3)

​

​

(9.3)

​

Subtotal

​

​

8.4

%

​

14.4

%

​

14.8

%

Non-creditable foreign and domestic taxes - non-controlling interest (b)(c)

​

​

(4.6)

​

​

14.0

​

​

(7.0)

​

Non-creditable foreign taxes - RE/MAX Holdings (c)(d)

​

​

(0.5)

​

​

8.1

​

​

(3.7)

​

Foreign derived intangible income deduction (c)

​

​

—

​

​

—

​

​

4.4

​

Other permanent differences

​

​

(3.4)

​

​

4.3

​

​

(1.2)

​

Uncertain tax positions

​

​

2.4

​

​

—

​

​

6.1

​

Loss on contract settlement (e)

​

​

—

​

​

—

​

​

(26.7)

​

Adjustments to state taxes (f)

​

​

—

​

​

—

​

​

3.9

​

162(m) compensation limitation

​

​

—

​

​

1.1

​

​

(1.8)

​

Valuation Allowance

​

​

(153.1)

​

​

—

​

​

—

​

Effect of permanent difference - reduction in TRA liability

​

​

15.0

​

​

—

​

​

—

​

Other

​

​

(1.3)

​

​

(1.2)

​

​

0.1

​

​

​

​

(137.1)

%

​

40.7

%

​

(11.1)

%

(a)Given the majority of the Company’s income is generated via a pass-through entity of which the non-controlling interest owns approximately 40%, that proportion of the Company’s income is not subject to U.S. or state income tax rates.
(b)Approximately 40% of foreign taxes paid at the RMCO level and corporate subsidiary taxes are attributable to the non-controlling interest. As a result, these taxes are not creditable against the U.S. taxes of Holdings.
(c)The percentage impact of these items in 2023 and 2021 switched directionally because the Company’s pre-tax net income changed from positive to negative.
(d)While a portion of foreign taxes are creditable within the U.S. since Canada’s tax rate is higher than the U.S. statutory rate a portion of the tax paid will not be creditable.
(e)Loss on contract settlement is a result of the acquisition of INTEGRA and is not recognized for US income tax purposes.
(f)As a result of the acquisition of INTEGRA, the state filing footprint of RE/MAX has changed which has modified the blended state rate and resulted in a small remeasurement of net deferred tax assets in 2021.

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, 

​

​

2023

​

2022

Long-term deferred tax assets

​

​

​

​

​

​

Goodwill, other intangibles and other assets

​

$

33,897

​

$

36,027

Settlement charge

​

​

4,011

​

​

—

Imputed interest deduction pursuant to tax receivable agreements

​

​

2,175

​

​

1,960

Operating lease liabilities

​

​

5,554

​

​

6,559

Compensation and benefits

​

​

4,414

​

​

4,703

Allowance for doubtful accounts

​

​

1,401

​

​

1,272

Contingent consideration liability

​

​

396

​

​

651

Deferred revenue

​

​

3,952

​

​

3,885

Foreign tax credit carryforward

​

​

11,358

​

​

9,077

Net operating loss carryforward

​

​

2,980

​

​

83

163j business interest limitation carryforward

​

​

5,536

​

​

479

Other

​

​

2,161

​

​

1,387

Total long-term deferred tax assets

​

​

77,835

​

​

66,083

Valuation allowance (a)

​

​

(72,849)

​

​

(9,071)

Total long-term deferred tax assets, net of valuation allowance

​

​

4,986

​

​

57,012

Long-term deferred tax liabilities

​

​

​

​

​

​

Property and equipment and other long lived assets

​

​

(27)

​

​

(281)

Goodwill, other intangibles and other assets

​

​

(12,543)

​

​

(13,768)

Operating lease assets

​

​

(3,109)

​

​

(3,831)

Other

​

​

(104)

​

​

(804)

Total long-term deferred tax liabilities

​

​

(15,783)

​

​

(18,684)

Net deferred tax assets and liabilities

​

$

(10,797)

​

$

38,328

(a)In 2023, a full valuation allowance was recorded against the Company’s remaining deferred tax assets as a result of a combined three-year cumulative loss primarily due to the settlement of the industry class-action lawsuits.

As of December 31, 2023, the Company had $11.4 million in unutilized foreign tax credit carryforwards. If unused, the carryforwards will begin to expire during the years 2027-2033. This amount has a full valuation allowance booked against it as of December 31, 2023.

Net deferred tax assets are recorded related to differences between the financial reporting basis and the tax basis of Holdings’ proportionate share of the net assets of RMCO. Based on the Company’s historical taxable income and its expected future earnings, management evaluates the uncertainty associated with booking tax benefits and determines whether the deferred tax assets are more likely than not to be realized, including evaluation of deferred tax liabilities and the expectation of future taxable income. If not expected to be realized, a valuation allowance is recognized to offset the deferred tax asset.

As of December 31, 2023, the Company did not provide for deferred taxes on unremitted earnings of certain foreign subsidiaries that are indefinitely reinvested, for which withholding taxes would be due upon repatriation. Deferred taxes have not been provided on these earnings, as the Company does not plan to initiate any action that would require the payment of tax. The estimated amount of additional tax that would be payable on this income if distributed would be immaterial.

The Company and its subsidiaries file, or will file, income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. 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. As such, income tax returns filed since 2019 are subject to examination.

Uncertain Tax Positions

During 2022 and in connection with the INTEGRA acquisition, the Company assumed an uncertain tax position related to certain U.S. tax matters and also recorded a largely offsetting related indemnification asset.

In both 2022 and 2023, a portion of the uncertain tax position and related indemnification asset assumed in connection with the INTEGRA acquisition were reversed as a result of lapse of applicable statute of limitations.

Uncertain tax position liabilities represent the aggregate tax effect of differences between the tax return positions and the amounts otherwise recognized in the consolidated financial statements and are recognized in “Income taxes payable” in the Consolidated Balance Sheets. A reconciliation of the beginning and ending amount, excluding interest and penalties is as follows:

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

2023

​

2022

Balance, January 1

​

$

1,014

​

$

1,587

Decrease related to prior year tax positions

​

​

(756)

​

​

(882)

Increase related to tax positions from acquired companies

​

​

—

​

​

309

Balance, December 31

​

$

258

​

$

1,014

(a)Excludes accrued interest and penalties of $0.1 million and $0.3 million for the years ended December 31, 2023 and 2022, respectively. These related interest and penalties are recognized in “Income taxes payable” within the Consolidated Balance Sheets.

A portion of the Company’s uncertain tax positions have a reasonable possibility of being settled within the next 12 months.
v3.24.0.1
Equity-Based Compensation
 12 Months Ended
Dec. 31, 2023
Equity-Based Compensation  
Equity-Based Compensation

13. Equity-Based Compensation

During the second quarter of 2023, the Company’s shareholders approved a new Holdings 2023 Omnibus Incentive Plan (the “2023 Incentive Plan”), that became effective immediately upon approval, superseding the prior 2013 Incentive Plan (the “2013 Incentive Plan”). The 2023 Incentive Plan along with the 2013 Incentive Plan (collectively referred to as the “Incentive Plan”), include restrictive stock units which may have time-based or performance-based vesting criteria. In addition, during the fourth quarter of 2023, pursuant to the inducement award exception under New York Stock Exchange Rule 303A.08, the Board of Directors approved equity grants to the newly appointed CEO (“2023 CEO Grants”) which have both time-based and performance-based vesting criteria.

The Company recognizes equity-based compensation expense in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income (Loss). The Company recognizes corporate income tax benefits relating to the vesting of restricted stock units in “Provision for income taxes” in the accompanying Consolidated Statements of Income (Loss).

Employee stock-based compensation expense under the Company’s Incentive Plan, net of the amount capitalized in internally developed software, is as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

December 31, 

​

​

2023

​

2022

​

2021

Expense from time-based awards (a)

​

$

12,305

​

$

16,103

​

$

21,042

Expense from performance-based awards (a)(b)

​

​

3,718

​

​

2,175

​

​

6,073

Expense from bonus to be settled in shares (c)

​

​

3,513

​

​

3,766

​

​

7,183

Equity-based compensation expense

​

$

19,536

​

$

22,044

​

$

34,298

Tax benefit from equity-based compensation

​

​

(2,834)

​

​

(3,238)

​

​

(5,052)

Deficit / (excess) tax benefit from equity-based compensation

​

​

965

​

​

536

​

​

(121)

Net compensation cost

​

$

17,667

​

$

19,342

​

$

29,125

(a)During 2022, the Company recognized $2.2 million of expense upon the acceleration of certain grants issued in connection with the restructuring, as further discussed in Note 2, Summary of Significant Accounting Policies. In addition, during the third quarter of 2022, the Company recognized $1.4 million of expense upon acceleration of certain grants that were issued to two employees and former owners of an acquired company who departed during the third quarter of 2022.
(b)Expense recognized for performance-based awards is re-assessed each quarter based on expectations of achievement against the performance conditions. During the first quarter of 2022, the Company had a significant amount of forfeitures related to performance-based awards issued to the Company’s former CEO which, subsequent to his departure, will no longer vest.
(c)A portion of the annual corporate bonus earned is to be settled in shares. These amounts are recognized as “Accrued liabilities” in the Consolidated Balance Sheets and are not included in “Additional paid-in capital” until the shares are issued.

Time-based Restricted Stock

Time-based restricted stock units and restricted stock awards are valued using the Company’s closing stock price prior to the date of grant. Grants awarded to the Company’s Board of Directors generally vest over a one-year period. Grants awarded to the Company’s employees, other than grants issued to former owners in connection with acquisitions, generally vest equally in annual installments over a two or three-year period. Grants awarded to former owners in connection with acquisitions vest in varying lengths from two to four years. See to Note 6, Acquisitions and Dispositions, for additional discussion regarding the details of these transactions. The 2023 CEO Grants vest over a one-year and three-year period. Compensation expense is recognized on a straight-line basis over the vesting period.

The following table summarizes equity-based compensation activity related to time-based restricted stock units and restricted stock awards:

​

​

​

​

​

​

​

​

Shares

​

Weighted average
grant date fair
value per share

Balance, January 1, 2023

​

611,102

​

$

32.23

Granted (a)(b)

​

1,019,620

​

$

15.50

Shares vested (including tax withholding) (c)

​

(458,707)

​

$

28.88

Forfeited

​

(105,421)

​

$

22.13

Balance, December 31, 2023

​

1,066,594

​

$

18.68

​

(a)During the fourth quarter of 2023, the Company granted 287,364 time-based restricted stock units to the newly appointed CEO with a weighted average grant date fair value of $8.98 per share. All the restricted stock units remain outstanding as of December 31, 2023. These equity awards were made pursuant to the inducement award exception under the New York Stock Exchange Rule 303A.08 and were not granted from the 2023 Incentive Plan.
(b)The weighted average grant date fair value per share for the years ended December 31, 2022 and 2021 were $32.23 and $36.84 respectively.
(c)Pursuant to the terms of the Incentive Plans, shares withheld by the Company for the payment of the employee's tax withholding related to shares vesting are added back to the pool of shares available for future awards.

At December 31, 2023, there was $9.6 million of total unrecognized expense for time-based restricted stock awards. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.8 years.

Performance-based Restricted Stock

Performance-based restricted stock units (“PSUs”) granted to employees under the Incentive Plan are stock-based awards that generally vest at the end of a three-year period in which the number of shares ultimately received depends on the Company’s achievement of either a specified revenue target or the Company’s total shareholder return (“rTSR”) relative to a peer company index over a distinct performance period. The number of shares that could be issued range from 0% to 200% of the participant’s target award and if the minimum threshold conditions are not met, no shares will vest. PSUs are valued using the Company’s closing stock price prior to the date of grant. For these awards, compensation expense is recognized over the vesting period and is adjusted based on the estimated revenue achievement for each target. For the 2023 CEO Grants, the PSUs vest based on the price of the Company’s class A common stock during the performance period that runs from the grant date through December 31, 2027. The number of shares that could be issued range from 0% to 200% of the participant’s target award and if the minimum threshold conditions are not met, no shares will vest. PSUs that vest upon achievement of a rTSR target and for the 2023 CEO Grants are valued on the date of grant using a Monte Carlo simulation and compensation expense is recognized over the vesting period.

The following table summarizes equity-based compensation activity related to PSUs:

​

​

​

​

​

​

​

​

Shares

​

Weighted average
grant date fair
value per share

Balance, January 1, 2023

​

143,199

​

$

33.47

Granted (a)(b)

​

826,062

​

$

7.95

Shares vested (including tax withholding) (c)

​

(134,114)

​

$

28.68

Forfeited

​

(51,757)

​

$

26.04

Balance, December 31, 2023

​

783,390

​

$

7.87

(a)During the fourth quarter of 2023, the Company granted 580,648 performance-based restricted stock units to the newly appointed CEO with a weighted average grant date fair value of $2.99 per share. All the restricted stock units
remain outstanding as of December 31, 2023. These equity awards were made pursuant to the inducement award exception under the New York Stock Exchange Rule 303A.08 and were not granted from the 2023 Incentive Plan.
(b)The weighted average grant date fair value per share for the years ended December 31, 2022 and 2021 were $33.47 and $31.02, respectively.
(c)Pursuant to the terms of the Incentive Plans, shares withheld by the Company for the payment of the employee's tax withholding related to shares vesting are added back to the pool of shares available for future awards.

​

At December 31, 2023, there was $3.6 million of total unrecognized PSU expense. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 1.8 years for PSUs.

After giving effect to all outstanding awards (assuming maximum achievement of performance goals for performance-based awards), there were 2,554,960 additional shares available for the Company to grant under the 2023 Incentive Plan as of December 31, 2023.

v3.24.0.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2023
Commitments and Contingencies  
Commitments and Contingencies

14. Commitments and Contingencies

A number of putative class action complaints were filed against the National Association of Realtors (“NAR”), Anywhere Real Estate, Inc. (formerly Realogy Holdings Corp.), HomeServices of America, Inc. (“HSA”), RE/MAX, LLC and Keller Williams Realty, Inc (“Keller Williams”). The first was filed on March 6, 2019, by plaintiff Christopher Moehrl in the United States District Court for the Northern District of Illinois (the “Moehrl Action”). Similar actions have been filed in various federal courts. The complaints make substantially similar allegations and seek substantially similar relief. For convenience, all of these lawsuits are collectively referred to as the “Moehrl-related antitrust litigations.” In the Moehrl Action, the plaintiffs allege that a NAR rule that requires brokers to make a blanket, non-negotiable offer of buyer broker compensation when listing a property, results in increased costs to sellers and is in violation of federal antitrust law. They further allege that certain defendants use their agreements with franchisees to require adherence to the NAR rule in violation of federal antitrust law. Amended complaints added allegations regarding buyer steering and non-disclosure of buyer-broker compensation to the buyer. While similar to the Moehrl Action, the Moehrl-related antitrust litigations also allege: state antitrust violations; and claims against a multiple listing service (MLS) defendant rather than NAR.

In the Moehrl Action, plaintiffs sought certification of two classes of home sellers: (1) a class seeking an award of alleged damages incurred by home sellers who paid a commission between March 6, 2015 and December 31, 2020, to a brokerage affiliated with a corporate defendant in connection with the sale of residential real estate listed on any of the 20 covered MLSs in various parts of the country; and (2) a class of current or future owners of residential real estate, who are presently listing or will in the future list a home for sale on any of the 20 covered MLSs, seeking to prohibit defendants from maintaining and enforcing the NAR rules at issue in the complaint. On March 29, 2023, the court in the Moehrl Action granted plaintiffs’ motion for class certification as to both classes. On April 12, 2023, RE/MAX, LLC petitioned the United States Court of Appeals for the Seventh Circuit for permission to appeal the Court’s class certification decision. On May 24, 2023, the Seventh Circuit denied the petition. A trial date has not been set.

In one of the Moehrl-related antitrust litigations, filed by plaintiffs Scott and Rhonda Burnett and others in the Western District of Missouri (the “Burnett Action”), the court on April 22, 2022 granted plaintiffs’ motion for class certification and a trial was set for October 2023. On September 15, 2023, RE/MAX, LLC entered into a Settlement Term Sheet (the “Settlement”) with plaintiffs in the Burnett Action and Moehrl Action. The proposed Settlement would resolve all claims set forth in the Burnett Action and Moehrl Action, as well as all similar claims on a nationwide basis against RE/MAX, LLC (collectively, the “Nationwide Claims”) and would release RE/MAX, LLC and the Company, their subsidiaries and affiliates, and RE/MAX sub-franchisors, franchisees and their sales associates in the United States from the Nationwide Claims. By the terms of the Settlement, RE/MAX, LLC agreed to make certain changes to its business practices and to pay a total settlement amount of $55.0 million (the “Settlement Amount”) into a qualified settlement escrow fund (the “Settlement Fund”). The Settlement Amount is expected to be deposited into the Settlement Fund in three installments per the Settlement Agreement as defined below, of which 25% of the Settlement Amount (or $13.8 million) was deposited during the third quarter of 2023 and 25% of the Settlement Amount (or $13.8 million) was deposited during the fourth quarter of 2023. The final 50% is to be deposited within ten business days of final court approval of the Settlement Agreement. The Company has used – and intends to use – available cash to pay the Settlement Amount. The Company recorded the Settlement Amount to “Settlement and impairment charges” within the Condensed Consolidated Statements of Income (Loss) with a corresponding liability recorded to “Accrued liabilities” within the Consolidated Condensed Balance Sheets. In addition, the first and second installments the Company paid into the Settlement Fund is included in “Restricted cash” within the Consolidated Condensed Balance Sheets.

The Settlement Agreement (as defined below) remains subject to final court approval and will become effective following any appeals process, if applicable. The Settlement Agreement and any actions taken to carry out the Settlement Agreement are not an admission or concession of liability, or of the validity of any claim, defense, or point of fact or law on the part of any party. RE/MAX, LLC continues to deny the material allegations of the complaints in the Burnett Action, the Moehrl Action, the Moehrl-related antitrust litigations, and the Copycat Cases (as defined below). RE/MAX, LLC entered

into the Settlement after considering the risks and costs of continuing the litigation. On September 19, 2023, the Burnett court stayed deadlines as to RE/MAX, LLC. On October 5, 2023, RE/MAX, LLC entered into a definitive settlement agreement (the “Settlement Agreement”) containing substantially the same material terms and conditions as provided in the Settlement. On November 20, 2023, the court granted preliminary approval of the Settlement Agreement. The court set May 9, 2024 for the final approval hearing.

On October 31, 2023, after a two-week trial, the jury in the Burnett Action found an unlawful conspiracy existed and awarded approximately $1.8 billion against the three remaining defendants NAR, Keller Williams and HSA. The Company expects the award to be trebled and the court to order injunctive relief against the non-settling defendants. Due to the Settlement Agreement, the Company did not present a defense or participate in the trial. Following the trial, on February 1, 2024, Keller Williams entered into a settlement agreement with plaintiffs agreeing to make certain changes to its business practices and to pay a total settlement amount of $70.0 million.

In one of the other Moehrl-related antitrust litigations, filed by Jennifer Nosalek and others in the District of Massachusetts (the “Nosalek Action”), on June 30, 2023, plaintiffs filed a motion requesting preliminary approval of a settlement with MLS Property Information Network, Inc. (“MLS PIN”). The parties subsequently amended the settlement agreement on September 5, 2023, and January 5, 2024. If approved by the court, the settlement agreement requires MLS PIN to pay $3.0 million, to eliminate the requirement that a seller must offer compensation to a buyer-broker and to amend various rules pertaining to seller notices and negotiation of buyer-broker compensation. On February 15, 2024, the DOJ filed a statement of interest requesting that the court deny preliminary approval of the second amended settlement agreement and recommending that the settling parties propose an injunction that prohibits offers of buyer-broker compensation by MLS PIN participants. No other defendants are part of the MLS PIN settlement. The terms of the Company’s Settlement Agreement extended to plaintiffs in the Nosalek Action. On October 24, 2023, plaintiffs filed a joint notice of pending settlement and a motion to stay the Nosalek case as to RE/MAX, LLC and RE/MAX Integrated Regions, LLC for 30 days, which was granted on October 30, 2023. Plaintiffs subsequently filed a joint motion to continue the stay through final approval of the Settlement Agreement hearing scheduled in the Burnett Action for May 9, 2024.

On April 9, 2021, a putative class action claim (the “Sunderland Action”) was filed in the Federal Court of Canada against the Toronto Regional Real Estate Board (“TRREB”), The Canadian Real Estate Association (“CREA”), RE/MAX Ontario-Atlantic Canada Inc. (“RE/MAX OA”), which was acquired by the Company in July 2021, Century 21 Canada Limited Partnership, Royal Lepage Real Estate Services Ltd., and many other real estate companies, collectively the “Defendants”, by the putative representative plaintiff, Mark Sunderland (the “Plaintiff”). The Plaintiff alleges that the Defendants conspired, agreed or arranged with each other and acted in furtherance of their conspiracy to fix, maintain, increase, control, raise, or stabilize the rate of real estate buyers’ brokerages’ and salespersons’ commissions in respect of the purchase and sale of properties listed on TRREB’s multiple listing service system (the “Toronto MLS”) in violation of the Canadian Competition Act. On February 24, 2022, Plaintiff filed a Fresh as Amended Statement of Claim. With respect to RE/MAX OA, the amended claim alleges franchisor defendants aided and abetted their respective franchisee brokerages and their salespeople in violation of the section 45(1) of the Competition Act. Among other requested relief, the Plaintiff seeks damages against the defendants and injunctive relief. On September 25, 2023, the Court dismissed the claims against RE/MAX OA, and on October 25, 2023, the Plaintiff appealed the decision and RE/MAX OA has cross appealed. A copycat lawsuit to the Sunderland Action was filed by plaintiff Kevin McFall (the “McFall Action”) on January 18, 2024. The complaint makes substantially similar allegations and seek substantially similar relief as the Sunderland Action, but alleges a national class. The McFall Action names over 70 defendants, including RE/MAX, LLC. The McFall Action and the Sunderland Action are collectively referred to as the “Canadian antitrust litigations”.

On January 25, 2021, a similar action to the Moehrl-related antitrust litigations was filed in the Northern District of Illinois (the “Batton Action) alleging violations of federal antitrust law and unjust enrichment. The complaint makes substantially similar allegations and seeks similar relief as the Moehrl-related antitrust litigations but alleges harm to homebuyers rather than sellers. The Company’s motion to dismiss was granted on May 2, 2022, and the plaintiffs filed an amended complaint adding state antitrust and consumer protection claims. On February 20, 2024, the court dismissed plaintiffs’ claim seeking injunctive relief for violations of the Sherman Act and dismissed certain state law claims in Tennessee and Kansas. The court denied the remainder of the Company’s motion to dismiss.

The Company intends to vigorously defend against all remaining claims, including against any appeals. If the Settlement is not approved, the Company may become involved in additional litigation or other legal proceedings concerning the same or similar claims. As a result, the Company is unable to reasonably estimate the financial impact of the litigation beyond what has been accrued for pursuant to the terms of the Settlement Agreement and the Company cannot predict, beyond the Settlement Amount, whether resolution of these matters would have a material effect on its financial position or results of operations. The Moehrl-related antitrust litigations, the Batton Action, and the Canadian antitrust litigations consist of:

Christopher Moehrl et al. v. The National Association of Realtors, Realogy Holdings Corp., HomeServices of America, Inc., BHH Affiliates, LLC, HSF Affiliates, LLC, The Long & Foster Companies, Inc. RE/MAX, LLC., and Keller Williams Realty, Inc., filed on March 6, 2019 in the U.S. District Court for the Northern District of Illinois.

Scott and Rhonda Burnett et al. v. The National Association of Realtors, Realogy Holdings Corp., HomeServices of America, Inc., BHH Affiliates, LLC, HSF Affiliates, LLC, RE/MAX, LLC, and Keller Williams Realty, Inc., filed on April 29, 2019 in the U.S. District Court for the Western District of Missouri.

Jennifer Nosalek et al. v. MLS Property Information Network, Inc., Anywhere Real Estate Inc. (f/k/a Realogy Holdings Corp.), Century 21 Real Estate LLC, Coldwell Banker Real Estate LLC, Sotheby’s International Realty Affiliates LLC, Better Homes and Gardens Real Estate LLC, ERA Franchise System LLC, HomeServices of America, Inc., BHH Affiliates, LLC, HSF Affiliates, LLC, RE/MAX, LLC, Polzler & Schneider Holdings Corp., Integra Enterprises Corp., RE/MAX of New England, Inc., RE/MAX Integrated Regions, LLC, and Keller Williams Realty, Inc., filed on December 17, 2020 in the U.S. District Court for the District of Massachusetts.

Mya Batton et al. v. The National Association of Realtors, Realogy Holdings Corp., HomeServices of America, Inc., BHH Affiliates, LLC, HSF Affiliates, LLC, The Long & Foster Companies, Inc., RE/MAX, LLC, and Keller Williams Realty, Inc., filed on January 25, 2021 in the U.S. District Court for the Northern District of Illinois.

Mark Sunderland v. Toronto Regional Real Estate Board (TRREB), The Canadian Real Estate Association (CREA), RE/MAX Ontario-Atlantic Canada Inc. o/a RE/MAX INTEGRA, Century 21 Canada Limited Partnership, Residential Income Fund, L.P., Royal Lepage Real Estate Services Ltd., Homelife Realty Services Inc., Right At Home Realty Inc., Forest Hill Real Estate Inc., Harvey Kalles Real Estate Ltd., Max Wright Real Estate Corporation, Chestnut Park Real Estate Limited, Sutton Group Realty Services Ltd. and IPRO Realty Ltd., filed April 9, 2021 in the Federal Court of Canada.

Kevin McFall v. Canadian Real Estate Association, et. al., filed January 18, 2024 in the Federal Court of Canada.

Copycat lawsuits to the Moehrl-related antitrust litigations were filed by plaintiff Monty March in the Southern District of New York (the “March Action”), plaintiff Christina Grace in the Northern District of California (the “Grace Action”), plaintiff Willsim Latham, LLC in the Eastern District of California (“the “Willsim Action”), and plaintiff Dalton Jensen in the District of Utah (the “Dalton Action”) (together the “Copycat Cases”). The Company intends to vigorously defend against all claims, including seeking to stay the lawsuits in light of the Settlement Agreement. On December 27, 2023, a motion was filed by plaintiffs in another copycat lawsuit that did not name the Company, seeking to consolidate the copycat lawsuits in a multidistrict litigation, including the Grace Action, the March Action, and the Willsim Action, and many lawsuits that did not name the Company, in the Western District of Missouri for purposes of pretrial activities (the “MDL motion”). The MDL motion is currently pending. The Copycat Cases that name the Company consist of:

Monty March v. Real Estate Board of New York; Real Estate Board Of New York Listing Service; Brown Harris Stevens, LLC; Christie’s International Real Estate LLC; Coldwell Banker LLC; Compass, Inc.; Core Marketing Services LLC; The Corcoran Group, Inc.; Douglas Elliman, Inc.; Elegran Real Estate, D/B/A Elegran LLC; Engel & Volkers LLC; Fox Residential Group LLC; Halstead Real Estate LLC; Homesnap Inc.; Keller Williams Nyc, LLC; Leslie J. Garfield & Co., Inc.; Level Group Inc.; M.N.S. Real Estate Nyc, LLC; Modern Spaces LLC; The Agency LLC; The Modlin Group LLC; Nest Seekers International LLC; Oxford Property Group LLC; R New York LLC; RE/MAX, LLC; Serhant LLC; Sloane Square LLC; and Sotheby’s International Realty Affiliates LLC, filed November 13, 2023, in the U.S. District Court for the Southern District of New York.

Christina Grace v. National Association of Realtors, RE/MAX Holdings, Inc., Anywhere Real Estate Inc., Keller Williams Realty, Inc., Compass, Inc., eXp World Holdings, Inc., Bay Area Real Estate Information Services, Inc., Marin Association of Realtors, North Bay Association of Realtors, Northern Solano County Association of Realtors, Inc., and Solano Association of Realtors, Inc., filed on December 8, 2023, in the U.S. District Court for the Northern District of California.

Willsim Latham, LLC v. MetroList Services, Inc., Sacramento Association of Realtors, Inc., Placer County Association of Realtors, Inc., El Dorado County Association of Realtors, Lodi Association of Realtors, Yolo County Association of Realtors, Central Valley Association of Realtors, Amador Country Association of Realtors, Nevada County Association of Realtors, Sutter-Yub Association of Realtors, RE/MAX Holdings, Inc., Anywhere Real Estate Inc., Keller Williams Realty, Inc., eXp World Holdings, Inc., Norcal Gold Inc., Century 21 Select Real Estate, Inc., William L. Lyon & Associates, Inc. Paul M. Zagaris, Inc., Guide Real Estate, Inc., filed on January 18, 2024 in the U.S. District Court for the Eastern District of California.

Dalton Jensen v. The National Association of Realtors, Anywhere Real Estate Inc., HomeServices of America, Inc., HSF Affiliates, LLC, BHH Affiliates, LC, RE/MAX, LLC, Keller Williams LLC, Keller Williams of Salt Lake, KW St. George Keller

Williams Realty, KW Westfield, Equity Real Estate, Century 21 Everest, Realtypath, LLC, Windemere Real Estate SVCS. Co., filed on February 9, 2024 in the U.S. District Court for the District of Utah.
v3.24.0.1
Defined-Contribution Savings Plan
 12 Months Ended
Dec. 31, 2023
Defined-Contribution Savings Plan  
Defined-Contribution Savings Plan

15. Defined-Contribution Savings Plan

The Company sponsors an employee retirement plan (the “401(k) Plan”) that provides certain eligible employees of the Company an opportunity to accumulate funds for retirement. The Company provides matching contributions on a discretionary basis. During the years ended December 31, 2023, 2022 and 2021, the Company recognized expense of $2.6 million, $3.2 million and $1.5 million, respectively, for matching contributions to the 401(k) Plan.

v3.24.0.1
Segment Information
 12 Months Ended
Dec. 31, 2023
Segment Information  
Segment Information

16. Segment Information

The Company operates under the following four operating segments: Real Estate, Mortgage, Marketing Funds, and Other. Mortgage does not meet the quantitative significance test; however, management has chosen to report results for the segment as it believes it will be a key driver of the Company’s future success. Management evaluates the operating results of its segments based upon revenue and adjusted earnings before interest, the provision for income taxes, depreciation and amortization and other non-cash and non-recurring cash charges or other items (“Adjusted EBITDA”). The Company’s presentation of Adjusted EBITDA may not be comparable to similar measures used by other companies. Except for the adjustments identified below in arriving at Adjusted EBITDA, the accounting policies of the reportable segments are the same as those described in Note 2, Summary of Significant Accounting Policies.

The following table presents revenue from external customers by segment (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

December 31, 

​

​

2023

​

2022

​

2021

Continuing franchise fees

​

$

116,472

​

$

123,272

​

$

110,613

Annual dues

​

​

33,904

​

​

35,676

​

​

35,549

Broker fees

​

​

51,012

​

​

62,939

​

​

65,456

Franchise sales and other revenue

​

​

25,794

​

​

27,385

​

​

23,506

Total Real Estate

​

​

227,182

​

​

249,272

​

​

235,124

Continuing franchise fees

​

​

10,912

​

​

10,117

​

​

7,891

Franchise sales and other revenue

​

​

3,081

​

​

2,271

​

​

2,160

Total Mortgage

​

​

13,993

​

​

12,388

​

​

10,051

Marketing Funds fees

​

​

83,861

​

​

90,319

​

​

82,391

Other

​

​

635

​

​

1,407

​

​

2,135

Total revenue

​

$

325,671

​

$

353,386

​

$

329,701

​

The following table presents a reconciliation of Adjusted EBITDA by segment to income (loss) before provision for income taxes (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

December 31, 

​

​

2023

​

2022

​

2021

Adjusted EBITDA: Real Estate

​

$

104,305

​

$

128,301

​

$

125,153

Adjusted EBITDA: Mortgage

​

​

(6,920)

​

​

(6,368)

​

​

(5,321)

Adjusted EBITDA: Other

​

​

(1,097)

​

​

(301)

​

​

(249)

Adjusted EBITDA: Consolidated

​

​

96,288

​

​

121,632

​

​

119,583

Settlement charge (a)

​

​

(55,150)

​

​

—

​

​

—

Loss on contract settlement (b)

​

​

—

​

​

—

​

​

(40,900)

Loss on extinguishment of debt (c)

​

​

—

​

​

—

​

​

(264)

Impairment charge - leased assets (d)

​

​

—

​

​

(6,248)

​

​

—

Impairment charge - goodwill (e)

​

​

(18,633)

​

​

(7,100)

​

​

(5,123)

Loss on lease termination (f)

​

​

—

​

​

(2,460)

​

​

—

Equity-based compensation expense

​

​

(19,536)

​

​

(22,044)

​

​

(34,298)

Acquisition-related expense (g)

​

​

(263)

​

​

(1,859)

​

​

(17,422)

Fair value adjustments to contingent consideration (h)

​

​

533

​

​

133

​

​

(309)

Restructuring charges (i)

​

​

(4,210)

​

​

(8,690)

​

​

—

Gain on reduction in tax receivable agreement liability (j)

​

​

25,298

​

​

702

​

​

(382)

Other

​

​

(2,131)

​

​

(726)

​

​

(586)

Interest income

​

​

4,420

​

​

1,460

​

​

217

Interest expense

​

​

(35,741)

​

​

(20,903)

​

​

(11,344)

Depreciation and amortization

​

​

(32,414)

​

​

(35,769)

​

​

(31,333)

Income (loss) before provision for income taxes

​

$

(41,539)

​

$

18,128

​

$

(22,161)

(a)Represents the settlement of the industry class-action lawsuits and other legal settlements. See Note 14, Commitments and Contingencies, for additional information.
(b)Represents the effective settlement of the pre-existing master franchise agreements with INTEGRA that was recognized with the acquisition. See Note 6, Acquisitions and Dispositions, for additional information.
(c)The loss was recognized in connection with the amended and restated Senior Secured Credit Facility. See Note 10, Debt, for additional information.
(d)Represents the impairment recognized on portions of the Company’s corporate headquarters office building. See Note 3, Leases for additional information.
(e)During the fourth quarter of 2023, in connection with our annual goodwill impairment test, we concluded that the carrying value of the Mortgage reporting unit within the Mortgage segment exceeded its fair value, resulting in an impairment charge to the Mortgage reporting unit goodwill. In addition, during the fourth quarter of 2022, in connection with the restructuring of the business and technology offerings, the Company made the decision to wind down the Gadberry Group, resulting in an impairment charge to the Gadberry Group reporting unit goodwill. In addition, during 2021, lower than expected adoption rates of the First technology resulted in downward revisions to long-term forecasts, resulting in an impairment charge to the First reporting unit goodwill. See Note 8, Intangible Assets and Goodwill, for additional information.
(f)During the second quarter of 2022, a loss was recognized in connection with the termination of the booj office lease. See Note 3, Leases, for additional information.
(g)Acquisition-related expense includes personnel, legal, accounting, advisory and consulting fees incurred in connection with acquisition activities and integration of acquired companies.
(h)Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities. See Note 11, Fair Value Measurements, for additional information.
(i)During the third quarter of 2023, the Company announced a reduction in force and reorganization intended to streamline the Company’s operations and yield cost savings over the long term and during the third quarter of 2022, the Company incurred expenses related to a restructuring associated with a shift in its technology offerings strategy. See Note 2, Summary of Significant Accounting Policies, for additional information.
(j)Gain on reduction in tax receivable agreement liability recorded during 2023 is a result of a valuation allowance on deferred tax assets. See Note 4, Non-controlling Interest and Note 12, Income Taxes, for additional information.

​

The following table presents total assets of the Company’s segments (in thousands):

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

2023

​

2022

Real Estate

​

$

473,659

​

$

588,216

Marketing Funds

​

​

69,710

​

​

64,755

Mortgage

​

​

33,722

​

​

42,143

Other

​

​

59

​

​

120

Total assets

​

$

577,150

​

$

695,234

​

​

​

​

​

​

​

​

Virtually all long-lived assets are within the United States.

v3.24.0.1
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2023
Summary of Significant Accounting Policies  
Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements (“financial statements”) and notes thereto included in this Annual Report on Form 10-K have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The accompanying financial statements include the accounts of Holdings and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, the accompanying financial statements reflect all normal and recurring adjustments necessary to present fairly the Company’s financial position as of December 31, 2023 and 2022, the results of its operations and comprehensive income (loss), changes in its stockholders’ equity (deficit) and its cash flows for the years ended December 31, 2023, 2022 and 2021.

During 2021, the Company acquired the operating companies of INTEGRA. The results of operations, cash flows and financial position of this acquisitions is included in the financial statements from its respective date of acquisition. See Note 6, Acquisitions and Dispositions, for additional information.
Use of Estimates

Use of Estimates

The preparation of the accompanying financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Segment Reporting

Segment Reporting

The Company operates under the following segments:

●Real Estate – comprises the operations of the Company’s owned and independent global franchising operations under the RE/MAX brand along with corporate-wide shared services expenses.
●Mortgage – comprises the operations of the Company’s mortgage brokerage franchising operations under the Motto brand and mortgage loan processing services under the wemlo brand. Mortgage does not include any charges related to the corporate-wide shared services expenses.
●Marketing Funds – comprises the operations of the Company’s marketing campaigns designed to build and maintain brand awareness and the development and operation of agent marketing technology. This segment has no net income given the contractual restriction that all funds collected must be spent for designated purposes.
●Other – comprises other operations which, due to quantitative insignificance, do not meet the criteria of a reportable segment.

See Note 16, Segment Information, for additional information about segment reporting.

Principles of Consolidation

Principles of Consolidation

Holdings consolidates RMCO and records a non-controlling interest in the accompanying Consolidated Balance Sheets and records net income (loss) attributable to the non-controlling interest and comprehensive income (loss) attributable to the non-controlling interest in the accompanying Consolidated Statements of Income (Loss) and Consolidated Statements of Comprehensive Income (Loss), respectively.
Revenue Recognition

Revenue Recognition

The Company generates most of its revenue from contracts with customers. The Company’s franchise agreements offer the following benefits to the franchisee: common use and promotion of RE/MAX and Motto trademarks; distinctive sales and promotional materials; access to technology; marketing tools and education; standardized supplies and other materials used in RE/MAX and Motto offices; recommended procedures for operation of RE/MAX and Motto offices; and specifically for Motto franchisees, access to a variety of quality loan options from multiple leading wholesale lenders. The Company concluded that these benefits are highly related and all part of one performance obligation for each franchise agreement, a license of symbolic intellectual property that is billed through a variety of fees including continuing franchise fees, annual dues, broker fees, marketing funds fees and franchise sales, described below. The Company has other performance obligations associated with contracts with customers in other revenue for education, marketing and events, subscription revenue, loan processing revenue, and data services revenue. The method used to measure progress is

over the passage of time for most streams of revenue. The following is a description of principal activities from which the Company generates its revenue.

Continuing Franchise Fees

Continuing franchise fees are fixed contractual fees paid monthly (a) by regional franchise owners in Independent Regions or franchisees in Company-Owned Regions based on the number of RE/MAX agents in the respective franchised region or office or (b) by Motto franchisees based on the number of open offices. Motto offices reach the full monthly billing once the Motto office has been open for 12 months. Continuing franchise fees are recognized in the month for which the fee is billed and are a usage-based royalty as they are dependent on the number of RE/MAX agents or the number of Motto open offices.

Annual Dues

Annual dues are a fixed membership fee paid annually by RE/MAX agents directly to the Company. The Company defers the annual dues revenue when billed and recognizes the revenue ratably over the 12-month period to which it relates. See the “Deferred Revenue” section below for a reconciliation of the activity in the Company’s deferred revenue for annual dues. Annual dues revenue is a usage-based royalty as it is dependent on the number of RE/MAX agents.

Broker Fees

Broker fees are assessed against real estate commissions paid by customers when a RE/MAX agent buys or sells a property. Generally, the amount paid is 1% of the total commission on the transaction in most regions. Revenue from broker fees is a sales-based royalty and recognized in the month when a home sale transaction occurs.

Agents in Company-Owned Regions who joined RE/MAX prior to 2004, the year the Company began assessing broker fees, are generally “grandfathered” and continue to be exempt from paying a broker fee. Certain agents in Canada do not pay broker fees. As of December 31, 2023, approximately 24% of agents in the U.S. and Canada Company-owned Regions did not pay broker fees. Motto franchisees do not pay any fees based on the number or dollar value of loans brokered.

During 2022, the Company launched a pilot program in five states in the U.S. with a pricing component that has a capped broker fee per team member, reducing the revenue the Company receives per agent had that agent not been in the program. Revenue from capped broker fees is estimated and recognized ratably over the year that is capped. Due to legacy price structures enacted when certain geographies were Independent Regions, broker fees in a limited number of locations (mainly the acquired U.S. regions from INTEGRA, Texas and parts of Canada) are capped at certain commission levels.

Marketing Funds Fees

Marketing Funds fees are fixed contractual fees paid monthly by franchisees based on the number of RE/MAX agents in the respective franchised region or office or the number of Motto offices. These revenues are obligated to be used for marketing campaigns to build brand awareness and to support agent marketing technology. Amounts received into the Marketing Funds are recognized as revenue in the month for which the fee is billed. This revenue is a usage-based royalty as it is dependent on the number of RE/MAX agents or number of Motto offices.

​

All assets of the Marketing Funds are contractually restricted for the benefit of franchisees, and the Company recognizes an equal and offsetting liability on the Company’s balance sheet for all amounts received. Additionally, this results in recording an equal and offsetting amount of expenses, against all revenues such that there is no impact to overall profitability of the Company from these revenues. In addition, advertising costs are expensed as incurred.

Franchise Sales

Franchise sales comprises revenue from the sale or renewal of franchises. A fee is charged upon a franchise sale or renewal. Those fees are deemed to be a part of the license of symbolic intellectual property and are recognized as revenue over the contractual term of the franchise agreement, which is typically 5 years for RE/MAX and 7 years for Motto franchise agreements. See the “Deferred Revenue” section below for a reconciliation of the activity in the Company’s deferred revenue for franchise sales.

Other Revenue

Other revenue is primarily from:

●Event-based revenue from education and other programs, which is recognized when the event occurs and until then amounts collected are included in “Deferred revenue”.
●Data service subscription revenue, which is recognized when the control of the products or services has transferred to the customer, which may occur at a point in time or over time, depending on the nature of the contract.
●Preferred marketing arrangements, which involves both flat fees paid in advance as well as revenue sharing, both of which are generally recognized over the period of the arrangement and are recorded net as the Company does not control the good or service provided.
●Technology products and subscription revenue, which charges a monthly fee to its customers or a periodic fee to agents who use the products or services.
●Mortgage loan processing revenue, which charges a flat fee per transaction which is recognized when a loan is closed.

Deferred Revenue and Commissions Related to Franchise Sales

Deferred revenue is primarily driven by Franchise sales and Annual dues, as discussed above, and is included in “Deferred revenue” and “Deferred revenue, net of current portion” on the Consolidated Balance Sheets. Other deferred revenue is primarily related to event-based revenue. The activity consists of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at

​

​

​

Revenue

​

Balance at

​

​

January 1, 2023

​

New billings

​

recognized (a)

​

December 31, 2023

Franchise sales

​

$

25,281

​

$

8,061

​

$

(8,729)

​

$

24,613

Annual dues

​

​

14,164

​

​

33,022

​

​

(33,904)

​

​

13,282

Other

​

​

6,626

​

​

18,154

​

​

(21,991)

​

​

2,789

​

​

$

46,071

​

$

59,237

​

$

(64,624)

​

$

40,684

(a)Revenue recognized related to the beginning balance for Franchise Sales and Annual Dues was $7.9 million and $13.4 million, respectfully, for the year ended December 31, 2023.

Commissions paid on Franchise sales are recognized as an asset and amortized over the contract life of the franchise agreement. The activity in the Company’s capitalized contract costs for commissions (which are included in “Other current assets” and “Other assets, net of current portion” on the Consolidated Balance Sheets) consist of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Additions to

​

​

​

​

​

​

​

​

Balance at

​

contract cost

​

Expense

​

Balance at

​

​

January 1, 2023

​

for new activity

​

recognized

​

December 31, 2023

Capitalized contract costs for commissions

​

$

3,974

​

$

2,737

​

$

(2,486)

​

$

4,225

​

Disaggregated Revenue

In the following table, segment revenue is disaggregated by geographical area (in thousands):

​

​

​

​

​

​

​

​

​

​

Year Ended

​

December 31, 

​

2023

​

2022

​

2021

U.S. Company-Owned Regions (a)

$

138,499

​

$

157,492

​

$

154,981

U.S. Independent Regions (a)

​

6,439

​

​

7,086

​

​

11,392

Canada Company-Owned Regions (a)

​

40,805

​

​

42,289

​

​

27,234

Canada Independent Regions (a)

​

2,891

​

​

2,857

​

​

6,510

Global

​

12,754

​

​

12,163

​

​

11,501

Fee revenue (b)

​

201,388

​

​

221,887

​

​

211,618

Franchise sales and other revenue (c)

​

25,794

​

​

27,385

​

​

23,506

Total Real Estate

​

227,182

​

​

249,272

​

​

235,124

U.S. (a)

​

63,791

​

​

69,169

​

​

68,662

Canada (a)

​

19,039

​

​

19,993

​

​

12,722

Global

​

1,031

​

​

1,157

​

​

1,007

Total Marketing Funds

​

83,861

​

​

90,319

​

​

82,391

Mortgage (d)

​

13,993

​

​

12,388

​

​

10,051

Other (d)

​

635

​

​

1,407

​

​

2,135

Total

$

325,671

​

$

353,386

​

$

329,701

(a)On July 21, 2021, the Company acquired INTEGRA. Fee revenue from these regions was previously recognized in the U.S. and Canada Independent Regions and Marketing Funds fees were not charged by the Company. See Note 6, Acquisitions and Dispositions, for more information related to this transaction.
(b)Fee revenue includes Continuing franchise fees, Annual dues and Broker fees.
(c)Franchise sales and other revenue is derived primarily within the U.S.
(d)Revenue from Mortgage and Other are derived exclusively within the U.S.
Transaction Price Allocated to the Remaining Performance Obligations

Transaction Price Allocated to the Remaining Performance Obligations

The following table includes estimated revenue by year, excluding certain other immaterial items, expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2024

​

2025

​

2026

​

2027

​

2028

​

Thereafter

​

Total

Annual dues

​

$

13,282

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

13,282

Franchise sales

​

​

6,894

​

​

5,766

​

​

4,455

​

​

3,064

​

​

1,637

​

​

2,797

​

​

24,613

Total

​

$

20,176

​

$

5,766

​

$

4,455

​

$

3,064

​

$

1,637

​

$

2,797

​

$

37,895
Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents and Restricted Cash

All cash held by the Marketing Funds is contractually restricted. The following table reconciles the amounts presented for cash, both unrestricted and restricted, in the Consolidated Balance Sheets to the amounts presented in the Consolidated Statements of Cash Flows (in thousands):

​

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

2023

​

2022

Cash and cash equivalents

​

$

82,623

​

$

108,663

Restricted cash:

​

​

​

​

​

​

Marketing Funds (a)

​

​

15,640

​

​

29,465

Settlement Fund (b)

​

​

27,500

​

​

—

Total cash, cash equivalents and restricted cash

​

$

125,763

​

$

138,128

(a)All cash held by the Marketing Funds is contractually restricted, pursuant to the applicable franchise agreements.
(b)Represents the net amounts held in the Settlement Fund as part of the settlement of the industry class-action lawsuits. See Note 14, Commitments and Contingencies, for additional information.
Services Provided to the Marketing Funds by Real Estate

Services Provided to the Marketing Funds by Real Estate

Real Estate charges the Marketing Funds for various services it performs. These services are primarily comprised of: (a) building and maintaining agent marketing technology, including customer relationship management tools, the remax.com

and remax.ca websites, agent, office and team websites, and mobile apps, (b) dedicated employees focused on marketing campaigns, and (c) various administrative services including customer support of technology, accounting and legal. Because these costs are ultimately paid by the Marketing Funds, they do not impact the net income (loss) of Holdings as the Marketing Funds have no reported net income. The Company’s transition to the kvCORE platform, paid for directly by the Marketing Funds, will reduce the future charges Real Estate had historically charged the Marketing Funds (See Restructuring Charges below).

Costs charged from Real Estate to the Marketing Funds are as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

December 31, 

​

​

2023

​

2022

​

2021

Technology − operating

​

$

4,676

​

$

14,436

​

$

13,396

Technology − capital(a)

​

​

(203)

​

​

918

​

​

954

Marketing staff and administrative services

​

​

6,102

​

​

5,598

​

​

5,782

Total

​

$

10,575

​

$

20,952

​

$

20,132

(a)During the years ended 2023 and 2022, the Company determined that certain development projects were no longer needed and therefore $0.2 million and $0.5 million, respectively, reflecting the cost of work in process assets that would no longer be placed in service, was refunded to the marketing funds.
Selling, Operating and Administrative Expenses

Selling, Operating and Administrative Expenses

Selling, operating and administrative expenses primarily consist of personnel costs, including salaries, benefits, payroll taxes and other compensation expenses, professional fees, lease costs, as well as expenses for outsourced technology services and expenses for marketing to customers, to expand the Company’s franchises.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The carrying amounts of financial instruments, net of any allowances, including cash equivalents, accounts and notes receivable, accounts payable and accrued expenses approximate fair value due to their short-term nature.

Accounts and Notes Receivable

Accounts and Notes Receivable

Accounts receivable arising from monthly billings do not bear interest. The Company provides limited financing of certain franchise sales through the issuance of notes receivable with the associated interest recorded in “Interest income” in the accompanying Consolidated Statements of Income (Loss). Amounts collected on notes receivable are included in “Net cash provided by operating activities” in the accompanying Consolidated Statements of Cash Flows.

The Company records estimates of expected credit losses against its accounts and notes receivable based on historical loss experience and reasonable and supportable forecasts. General economic conditions that affect the Company’s performance, in particular changes in interest rates or the number of existing home sales, are expected to also impact the performance of its franchisees, agents and loan originators. The allowance for doubtful accounts and notes is based on reasonable and supportable forecasts, historical experience, general economic conditions, and the credit quality of specific accounts. Increases and decreases in the allowance for doubtful accounts are established based upon changes in the credit quality of receivables and are included as a component of “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income (Loss).

The activity in the Company’s allowances against accounts and notes receivable consists of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at
beginning of period

​

Charges/(benefits) to expense for changes in Allowance for doubtful accounts (a)

​

Write-offs

​

Balance at
end of period

Year Ended December 31, 2023

​

$

9,111

​

$

6,784

​

$

(4,995)

​

$

10,900

Year Ended December 31, 2022

​

$

9,564

​

$

2,581

​

$

(3,034)

​

$

9,111

Year Ended December 31, 2021

​

$

11,724

​

$

(1,345)

​

$

(815)

​

$

9,564

(a)Includes approximately $1.8 million, $0.4 million and ($0.4) million of expense/(benefit) attributable to the Marketing Funds for the years ended December 31, 2023, 2022 and 2021, respectively.
Accumulated Other Comprehensive Income (Loss) and Foreign Currency Translation

Accumulated Other Comprehensive Income (Loss) and Foreign Currency Translation

Accumulated other comprehensive income (loss) includes all changes in equity during a period that have yet to be recognized in income, except those resulting from transactions with stockholders and is comprised of foreign currency translation adjustments.

As of December 31, 2023, the Company, directly and through its franchisees, conducted operations in over 110 countries and territories, including the U.S. and Canada. The functional currency for the Company’s operations is the U.S. dollar, except for its Canadian subsidiaries for which it is the Canadian Dollar.

Assets and liabilities of the Canadian subsidiaries are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of income (loss) and cash flows are translated at the average exchange rates in effect during the applicable period. Exchange rate fluctuations on translating consolidated foreign currency financial statements into U.S. dollars that result in unrealized gains or losses are referred to as translation adjustments. Cumulative translation adjustments are recorded as a component of “Accumulated other comprehensive income (loss),” and periodic changes are included in comprehensive income (loss). Were the Company to sell 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 would release any related cumulative translation adjustment into net income (loss).

Foreign currency denominated monetary assets and liabilities and transactions occurring in currencies other than the Company’s or the Company’s consolidated foreign subsidiaries’ functional currencies are recorded based on exchange rates at the time such transactions arise. Changes in exchange rates with respect to amounts recorded in the accompanying Consolidated Balance Sheets related to these non-functional currency transactions result in transaction gains and losses that are reflected in the accompanying Consolidated Statements of Income (Loss) as “Foreign currency transaction (losses) gains.”

Property and Equipment

Property and Equipment

Property and equipment, including leasehold improvements, are initially recorded at cost. Depreciation is provided for on a straight-line method over the estimated useful lives of each asset class and commences when the property is placed in service. Amortization of leasehold improvements is provided for on a straight-line method over the estimated benefit period of the related assets or the lease term, if shorter.

Franchise Agreements and Other Intangible Assets

Franchise Agreements and Other Intangible Assets

The Company’s franchise agreements result from franchise rights acquired from Independent Region acquisitions and are initially recorded at fair value. The Company amortizes the franchise agreements over their estimated useful life on a straight-line basis.

The Company also purchases and develops software for internal use. Software development costs and upgrade and enhancement costs incurred during the application development stage that result in additional functionality are capitalized. Costs incurred during the preliminary project and post-implementation-operation stages are expensed as incurred. Capitalized software costs are generally amortized over a term of two to five years. Purchased software licenses are amortized 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 assessed by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated from such asset. If not recoverable, the excess of the carrying amount of an asset over its estimated discounted cash flows would be charged to operations as an impairment loss. For each of the years ended December 31, 2023, 2022 and 2021, there were no material impairments indicated for such assets.

Goodwill

Goodwill

Goodwill is an asset representing the future economic benefits arising from the other assets acquired in a business combination that are not individually identified and separately recognized. The Company assesses goodwill for impairment at least annually at the reporting unit level or whenever an event occurs that would indicate impairment may have occurred. Reporting units are driven by the level at which segment management reviews operating results. The Company performs its required impairment testing annually on October 1.

The Company’s impairment assessment begins with a qualitative assessment to determine if it is more likely than not that a reporting unit’s fair value is less than the carrying amount. The initial qualitative assessment includes comparing the overall financial performance of the reporting units against the planned results as well as other factors which might indicate that the reporting unit’s value has declined since the last assessment date. If it is determined in the qualitative assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the standard two-step quantitative impairment test is performed. The impairment test consists of comparing the estimated fair value of each reporting unit with its carrying amount, including goodwill. The fair value of a reporting unit is determined by forecasting results and applying an assumed discount rate to determine fair value as of the test date. If the estimated fair value of a reporting unit exceeds its carrying value, then it is not considered impaired and no further analysis is required. Goodwill impairment exists when the estimated implied fair value of a reporting unit’s goodwill is less than its carrying value.

During 2023, the Company recorded a goodwill impairment on its Mortgage reporting unit in its Mortgage Segment. During 2022, the Company recorded a goodwill impairment in its Gadberry Group reporting unit in the Real Estate segment and during 2021, the Company recorded a goodwill impairment in its First Leads, Inc. (“First”) reporting unit in the Real Estate segment. See Note 8, Intangible Assets and Goodwill, for additional information.
Income Taxes

Income Taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Management periodically assesses the recoverability of its deferred tax assets based upon expected future earnings, future deductibility of the asset and changes in applicable tax laws and other factors. If management determines that it is not likely that the deferred tax asset will be fully recoverable in the future, a valuation allowance may be established for the difference between the asset balance and the amount expected to be recoverable in the future. The allowance will result in a charge to the Company’s Consolidated Statements of Income (Loss). During 2023, the Company recorded a valuation allowance on its deferred tax assets, see Note 12, Income Taxes, for additional information.

RMCO complies with the requirements of the Internal Revenue Code that are applicable to limited liability companies that have elected to be treated as partnerships, which allow for the complete pass-through of taxable income or losses to RMCO’s unitholders, who are individually responsible for any federal tax consequences. The share of U.S. income allocable to Holdings results in a provision for income taxes for the federal and state taxes on that portion of income. The share of U.S. income allocable to RIHI does not result in a provision for income taxes for federal and state taxes given Holdings does not consolidate RIHI. RMCO is subject to certain global withholding taxes, which are ultimately allocated to both Holdings and RIHI since they are paid by RMCO. Beginning with the INTEGRA acquisition in July 2021, RMCO owns two corporate subsidiaries, which unlike RMCO are not pass-through entities. Income in those corporations is taxed at the corporate level, resulting in a provision for income taxes on 100% of their income, unlike domestic income at RMCO, for which a provision for income taxes is recognized on only Holdings share of that income (approximately 60%).

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

Leases

Leases

The Company determines if an arrangement is a lease at inception. The Company’s operating lease agreements are primarily for corporate office space and are included within “Operating lease right of use assets”, “Operating lease liabilities” and “Operating lease liabilities, net of current portion’ on the Consolidated Balance Sheets.

The Company’s lease liabilities represent the obligation to make lease payments arising from the leases and right of use (“ROU”) assets are recognized as an offset at lease inception. ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Variable lease payments consist of non-lease services related to the lease. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Many of the Company’s lessee agreements include options to extend the lease, which is not included in the minimum lease terms unless they are reasonably certain to be exercised. Lease costs expense for lease payments related to operating leases (which is substantially all of the Company’s leases) is recognized on a straight-line basis over the lease term and is recorded to “Selling, operating and administrative expenses’ in the Consolidated Statements of Income (Loss).

The Company has made an accounting policy election not to recognize ROU assets and lease liabilities that arise from any of its short-term leases. All leases with a term of 12 months or less at commencement, for which the Company is not reasonably certain to exercise available renewal options that would extend the lease term past 12 months, are recognized on a straight-line basis over the lease term.
Restructuring Charges

Restructuring Charges

During the third quarter of 2023, the Company announced a reduction in force and reorganization (the “Reorganization”) intended to streamline the Company’s operations and yield cost savings over the long term. The Reorganization reduced the Company’s overall workforce by approximately 7% and was substantially complete by the end of the third quarter. As a result of the Reorganization, the Company incurred a pre-tax cash charge for one-time termination benefits of severance and related costs of $4.3 million and accelerated equity compensation expense of $0.5 million, which are recognized as “Selling, operating and administrative expenses” in the Consolidated Statements of Income (Loss). See Note 9, Accrued Liabilities, for a roll forward of the liability related to the Reorganization as of December 31, 2023.

During the third quarter of 2022, the Company began incurring expenses related to a restructuring in its business and technology offerings with the phased rollout of the kvCORE platform, replacing the functionality previously provided by the internally developed platform. A significant amount of these costs are termination benefits related to workforce reductions including severance and related expenses received by former employees. For the year ended 2022, the Company incurred $11.7 million of expenses related to this restructure, including $7.6 million of severance and related expenses, $2.2 million of accelerated equity-based compensation expense, which are recognized as “Selling, operating and administrative expenses” in the Consolidated Statements of Income (Loss) and a $1.2 million write off of capitalized software development costs and $0.7 million of accelerated amortization, which are recognized as “Depreciation and amortization” in the Consolidated Statements of Income (Loss). See Note 9, Accrued Liabilities, for a roll forward of the liability related to the restructure as of December 31, 2023.
Equity Based Compensation

Equity-Based Compensation

The Company recognizes compensation expense associated with equity-based compensation as a component of “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income (Loss). All equity-based compensation is required to be measured at fair value on the grant date, is expensed over the requisite service, generally over a three-year period, and forfeitures are accounted for as they occur. The Company recognizes compensation expense on awards on a straight-line basis over the requisite service period for the entire award. See to Note 13, Equity-Based Compensation, for additional discussion regarding details of the Company’s equity-based compensation plans.

Foreign Currency Derivatives

Foreign Currency Derivatives

The Company is exposed to foreign currency transaction gains and losses related to certain foreign currency denominated asset and liability positions, with the Canadian dollar representing the most significant exposure primarily from an intercompany Canadian loan between RMCO and the Canadian entity for INTEGRA. The Company uses short duration foreign currency forward contracts, generally with maturities ranging from a few days to a few months, to minimize its exposures related to foreign currency exchange rate fluctuations. None of these contracts are designated as accounting hedges as the underlying currency positions are revalued through “Foreign currency transaction gains (losses)” on the Consolidated Statements of Income (Loss) along with the related derivative contracts. During the twelve months ended December 31, 2023 and 2022, the Company recognized a net loss of $1.1 million and a net gain of $3.8 million, respectively, on the derivative contracts. There was no material impact for the twelve months ended December 31, 2021.

The Company had a short-term $74.0 million Canadian dollar forward contract that matures in the first quarter of 2024 that net settles in U.S. dollar based on the prevailing spot rates at maturity.

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), which contains temporary optional expedients and exceptions to the guidance in U.S. GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The Company adopted this standard effective July 1, 2023, on a prospective basis, with an executed amendment of its Senior Secured Credit Facility Agreement. The Company’s benchmark rate was transitioned from LIBOR to Adjusted Term SOFR. The amendments of ASU 2020-04 did not have a significant impact on the Company’s consolidated financial statements and related disclosures.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805)- Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires entities to recognize and measure contract assets (commissions related to franchise sales) and contract liabilities (deferred revenue) acquired in a business combination in accordance with ASC 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. This would impact the Company’s future Independent Region acquisitions and could have a material effect depending on the acquisition size as the fair value of these items are typically nominal at acquisition date. There would be no impact to cash flows.
New Accounting Pronouncements Not Yet Adopted

New Accounting Pronouncements Not Yet Adopted.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures, which requires disclosure of incremental segment information on an annual and interim basis, primarily disclosure of significant segment expense categories and amounts for each reportable segment. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted, and amendments must be applied retrospectively to all prior periods presented in the financial statements. The Company believes the amendments of ASU 2023-07 will not have a significant impact on the Company’s consolidated financial statements and will include all required disclosures upon adoption.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures, which requires greater disaggregation of income tax disclosures related to the income tax reconciliation and income taxes paid. The amendments improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. The new standard is effective for annual periods beginning after December 15, 2024, and early adoption is permitted. The Company believes the amendments of ASU 2023-09 will not have a significant impact on the Company’s consolidated financial statements and will include all required disclosures upon adoption.

v3.24.0.1
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2023
Summary of Significant Accounting Policies  
Schedule of deferred revenue for franchise sales and annual dues The activity consists of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at

​

​

​

Revenue

​

Balance at

​

​

January 1, 2023

​

New billings

​

recognized (a)

​

December 31, 2023

Franchise sales

​

$

25,281

​

$

8,061

​

$

(8,729)

​

$

24,613

Annual dues

​

​

14,164

​

​

33,022

​

​

(33,904)

​

​

13,282

Other

​

​

6,626

​

​

18,154

​

​

(21,991)

​

​

2,789

​

​

$

46,071

​

$

59,237

​

$

(64,624)

​

$

40,684

(a)Revenue recognized related to the beginning balance for Franchise Sales and Annual Dues was $7.9 million and $13.4 million, respectfully, for the year ended December 31, 2023.
Schedule of commissions related to franchise sales The activity in the Company’s capitalized contract costs for commissions (which are included in “Other current assets” and “Other assets, net of current portion” on the Consolidated Balance Sheets) consist of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Additions to

​

​

​

​

​

​

​

​

Balance at

​

contract cost

​

Expense

​

Balance at

​

​

January 1, 2023

​

for new activity

​

recognized

​

December 31, 2023

Capitalized contract costs for commissions

​

$

3,974

​

$

2,737

​

$

(2,486)

​

$

4,225
Schedule of disaggregated revenue

In the following table, segment revenue is disaggregated by geographical area (in thousands):

​

​

​

​

​

​

​

​

​

​

Year Ended

​

December 31, 

​

2023

​

2022

​

2021

U.S. Company-Owned Regions (a)

$

138,499

​

$

157,492

​

$

154,981

U.S. Independent Regions (a)

​

6,439

​

​

7,086

​

​

11,392

Canada Company-Owned Regions (a)

​

40,805

​

​

42,289

​

​

27,234

Canada Independent Regions (a)

​

2,891

​

​

2,857

​

​

6,510

Global

​

12,754

​

​

12,163

​

​

11,501

Fee revenue (b)

​

201,388

​

​

221,887

​

​

211,618

Franchise sales and other revenue (c)

​

25,794

​

​

27,385

​

​

23,506

Total Real Estate

​

227,182

​

​

249,272

​

​

235,124

U.S. (a)

​

63,791

​

​

69,169

​

​

68,662

Canada (a)

​

19,039

​

​

19,993

​

​

12,722

Global

​

1,031

​

​

1,157

​

​

1,007

Total Marketing Funds

​

83,861

​

​

90,319

​

​

82,391

Mortgage (d)

​

13,993

​

​

12,388

​

​

10,051

Other (d)

​

635

​

​

1,407

​

​

2,135

Total

$

325,671

​

$

353,386

​

$

329,701

(a)On July 21, 2021, the Company acquired INTEGRA. Fee revenue from these regions was previously recognized in the U.S. and Canada Independent Regions and Marketing Funds fees were not charged by the Company. See Note 6, Acquisitions and Dispositions, for more information related to this transaction.
(b)Fee revenue includes Continuing franchise fees, Annual dues and Broker fees.
(c)Franchise sales and other revenue is derived primarily within the U.S.
(d)Revenue from Mortgage and Other are derived exclusively within the U.S.
Schedule of transaction price allocated to the remaining performance obligations

The following table includes estimated revenue by year, excluding certain other immaterial items, expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2024

​

2025

​

2026

​

2027

​

2028

​

Thereafter

​

Total

Annual dues

​

$

13,282

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

13,282

Franchise sales

​

​

6,894

​

​

5,766

​

​

4,455

​

​

3,064

​

​

1,637

​

​

2,797

​

​

24,613

Total

​

$

20,176

​

$

5,766

​

$

4,455

​

$

3,064

​

$

1,637

​

$

2,797

​

$

37,895
Schedule of reconciliation of cash, both unrestricted and restricted The following table reconciles the amounts presented for cash, both unrestricted and restricted, in the Consolidated Balance Sheets to the amounts presented in the Consolidated Statements of Cash Flows (in thousands):

​

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

2023

​

2022

Cash and cash equivalents

​

$

82,623

​

$

108,663

Restricted cash:

​

​

​

​

​

​

Marketing Funds (a)

​

​

15,640

​

​

29,465

Settlement Fund (b)

​

​

27,500

​

​

—

Total cash, cash equivalents and restricted cash

​

$

125,763

​

$

138,128

(a)All cash held by the Marketing Funds is contractually restricted, pursuant to the applicable franchise agreements.
(b)Represents the net amounts held in the Settlement Fund as part of the settlement of the industry class-action lawsuits. See Note 14, Commitments and Contingencies, for additional information.
Schedule of cost charges to intersegment

Costs charged from Real Estate to the Marketing Funds are as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

December 31, 

​

​

2023

​

2022

​

2021

Technology − operating

​

$

4,676

​

$

14,436

​

$

13,396

Technology − capital(a)

​

​

(203)

​

​

918

​

​

954

Marketing staff and administrative services

​

​

6,102

​

​

5,598

​

​

5,782

Total

​

$

10,575

​

$

20,952

​

$

20,132

(a)During the years ended 2023 and 2022, the Company determined that certain development projects were no longer needed and therefore $0.2 million and $0.5 million, respectively, reflecting the cost of work in process assets that would no longer be placed in service, was refunded to the marketing funds.
Schedule of allowances against accounts and notes receivable

The activity in the Company’s allowances against accounts and notes receivable consists of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at
beginning of period

​

Charges/(benefits) to expense for changes in Allowance for doubtful accounts (a)

​

Write-offs

​

Balance at
end of period

Year Ended December 31, 2023

​

$

9,111

​

$

6,784

​

$

(4,995)

​

$

10,900

Year Ended December 31, 2022

​

$

9,564

​

$

2,581

​

$

(3,034)

​

$

9,111

Year Ended December 31, 2021

​

$

11,724

​

$

(1,345)

​

$

(815)

​

$

9,564

(a)Includes approximately $1.8 million, $0.4 million and ($0.4) million of expense/(benefit) attributable to the Marketing Funds for the years ended December 31, 2023, 2022 and 2021, respectively.
v3.24.0.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2023
Leases  
Schedule of lease cost and other information

A summary of the Company’s lease cost is as follows (in thousands, except for weighted-averages):

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

​

2023

​

2022

​

2021

​

Lease Cost

​

​

​

​

​

​

​

​

​

​

Operating lease cost (a)(b)

​

$

10,833

​

$

11,377

​

$

11,565

​

Sublease income (a)

​

​

(2,555)

​

​

(2,159)

​

​

(1,999)

​

Short-term lease cost (c)

​

​

8,882

​

​

10,023

​

​

5,436

​

Total lease cost

​

$

17,160

​

$

19,241

​

$

15,002

​

Other information

​

​

​

​

​

​

​

​

​

​

Cash paid for amounts included in the measurement of lease liabilities

​

​

​

​

​

​

​

​

​

​

Operating cash outflows from operating leases

​

​

9,819

​

​

9,406

​

​

9,071

​

Weighted-average remaining lease term in years - operating leases

​

​

4.4

​

​

5.3

​

​

6.4

​

Weighted-average discount rate - operating leases

​

​

6.3

%

​

6.2

%

​

6.3

%

(a)All the Company’s material leases are classified as operating leases.
(b)Includes approximately $3.5 million, $3.6 million and $3.5 million of taxes, insurance and maintenance for the years ended December 31, 2023, 2022, and 2021 respectively.
(c)Includes expenses associated with short-term leases of billboard advertisements and is included in “Marketing Funds expenses” on the Consolidated Statements of Income (Loss) for the years ended December 31, 2023, 2022 and 2021.
Schedule of maturities of lease liabilities under non-cancellable leases

Maturities under non-cancellable leases were as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Rent Payments

​

Sublease Receipts

​

Total Cash Outflows

Year ending December 31:

​

​

​

​

​

​

​

​

​

2024

​

$

10,145

​

​

(2,138)

​

$

8,007

2025

​

​

10,368

​

​

(1,220)

​

​

9,148

2026

​

​

10,465

​

​

(1,077)

​

​

9,388

2027

​

​

10,441

​

​

(1,099)

​

​

9,342

2028

​

​

3,225

​

​

(371)

​

​

2,854

Thereafter

​

​

598

​

​

—

​

​

598

Total lease payments

​

$

45,242

​

$

(5,905)

​

$

39,337

Less: imputed interest

​

​

5,843

​

​

​

​

​

​

Present value of lease liabilities

​

$

39,399

​

​

​

​

​

​
v3.24.0.1
Non-controlling Interest (Tables)
 12 Months Ended
Dec. 31, 2023
Non-controlling Interest.  
Summary of Ownership of the Common Units

Holdings is the sole managing member of RMCO and operates and controls all the business affairs of RMCO. The ownership of the common units in RMCO is summarized as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2023

​

December 31, 2022

​

​

​

Shares

​

Ownership %

​

Shares

​

Ownership %

​

Non-controlling interest ownership of common units in RMCO

​

12,559,600

​

40.7

%

12,559,600

​

41.3

%

Holdings outstanding Class A common stock (equal to Holdings common units in RMCO)

​

18,269,284

​

59.3

%

17,874,238

​

58.7

%

Total common units in RMCO

​

30,828,884

​

100.0

%

30,433,838

​

100.0

%
Reconciliation from Income Before Provision for Income Taxes to Net Income A reconciliation of “Income (loss) before provision for income taxes” to “Net income (loss) attributable to RE/MAX Holdings, Inc.” and “Net Income attributable to non-controlling interest” in the accompanying Consolidated Statements of Income (Loss) for the periods indicated is detailed as follows (in thousands, except percentages):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

​

2023

​

2022

​

2021

​

​

​

Holdings

    

NCI

    

Total

    

Holdings

    

NCI

    

Total

​

Holdings

    

NCI

    

Total

​

WAO percentage of RMCO (a)

​

​

59.1

%

​

40.9

%

​

100.0

%

​

59.8

%

​

40.2

%

​

100.0

%

​

59.8

%

​

40.2

%

​

100.0

%

Income (loss) before provision for income taxes (a)

​

$

(14,149)

​

$

(27,390)

​

$

(41,539)

​

$

11,090

​

$

7,038

​

$

18,128

​

$

(13,424)

​

$

(8,737)

​

$

(22,161)

​

(Provision) / benefit for income taxes (b)

​

​

(54,873)

​

​

(2,074)

​

​

(56,947)

​

​

(4,980)

​

​

(2,391)

​

​

(7,371)

​

​

(2,192)

​

​

(267)

​

​

(2,459)

​

Net income (loss)

​

$

(69,022)

​

$

(29,464)

​

$

(98,486)

​

$

6,110

​

$

4,647

​

$

10,757

​

$

(15,616)

​

$

(9,004)

​

$

(24,620)

​

NCI – non-controlling interest

(a)The WAO percentage of RMCO differs from the allocation of income (loss) before provision for income taxes between RE/MAX Holdings and the non-controlling interest due to certain items recorded at Holdings.
(b)The provision for income taxes attributable to Holdings is primarily comprised of U.S. federal and state income taxes on its proportionate share of the pass-through income (loss) from RMCO. It also includes Holdings’ share of taxes
directly incurred by RMCO and its subsidiaries, including taxes in certain foreign jurisdictions. See Note 12, Income Taxes, for additional information.
Distributions Paid or Payable The distributions paid or payable to non-controlling unitholders are summarized as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

December 31, 

​

2023

​

2022

​

2021

Tax distributions

$

—

​

$

2,276

​

$

2,650

Dividend distributions (a)

​

8,667

​

​

11,556

​

​

11,556

Other

​

(12)

​

​

—

​

​

—

Total distributions to non-controlling unitholders

$

8,655

​

$

13,832

​

$

14,206

(a)In the fourth quarter 2023, the Company announced that its Board of Directors decided to suspend the Company’s quarterly dividend.
v3.24.0.1
Earnings (Loss) Per Share and Dividends (Tables)
 12 Months Ended
Dec. 31, 2023
Earnings (Loss) Per Share and Dividends  
Reconciliation of Numerator and Denominator used in Basic and Diluted EPS Calculations

The following is a reconciliation of the numerator and denominator used in the basic and diluted EPS calculations (in thousands, except shares and per share information):

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

December 31, 

​

​

2023

​

2022

​

2021

Numerator

​

​

​

​

​

​

​

​

​

Net income (loss) attributable to RE/MAX Holdings, Inc.

​

$

(69,022)

​

$

6,110

​

$

(15,616)

Denominator for basic net income (loss) per share of Class A common stock

​

​

​

​

​

​

​

​

​

Weighted average shares of Class A common stock outstanding

​

​

18,111,409

​

​

18,678,774

​

​

18,690,442

Denominator for diluted net income (loss) per share of Class A common stock

​

​

​

​

​

​

​

​

​

Weighted average shares of Class A common stock outstanding

​

​

18,111,409

​

​

18,678,774

​

​

18,690,442

Add dilutive effect of the following:

​

​

​

​

​

​

​

​

​

Restricted stock (a)

​

​

—

​

​

165,922

​

​

—

Weighted average shares of Class A common stock outstanding, diluted

​

​

18,111,409

​

​

18,844,696

​

​

18,690,442

Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock

​

​

​

​

​

​

​

​

​

Basic

​

$

(3.81)

​

$

0.33

​

$

(0.84)

Diluted

​

$

(3.81)

​

$

0.32

​

$

(0.84)

(a)As the Company had a net loss for the years ended December 31, 2023 and 2021, these shares would have been considered anti-dilutive and therefore there is no effect on the weighted average shares of Class A common stock outstanding EPS calculation.
Schedule of Dividends Declared and Paid Quarterly per Share

Dividends declared and paid during each quarter ended per share on all outstanding shares of Class A common stock were as follows (in thousands, except per share information):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2023

​

2022

​

2021

Quarter end declared

    

Date paid

    

Per share

    

Date paid

    

Per share

​

Date paid

    

Per share

March 31

​

March 22, 2023

​

$

0.23

​

March 16, 2022

​

$

0.23

​

March 17, 2021

​

$

0.23

June 30

​

May 31, 2023

​

​

0.23

​

May 25, 2022

​

​

0.23

​

June 2, 2021

​

​

0.23

September 30

​

August 29, 2023

​

​

0.23

​

August 30, 2022

​

​

0.23

​

August 31, 2021

​

​

0.23

December 31

​

—

​

​

—

​

November 30, 2022

​

​

0.23

​

December 1, 2021

​

​

0.23

​

​

​

​

$

0.69

​

​

​

$

0.92

​

​

​

$

0.92
v3.24.0.1
Acquisitions and Dispositions (Tables) - RE/MAX INTEGRA North America Region Asset Acquisition
 12 Months Ended
Dec. 31, 2023
Business Acquisition [Line Items]  
Summary of the allocation of the purchase price to the fair value of assets acquired and liabilities assumed

The following table summarizes the preliminary allocation of the purchase price (net of settlement loss) to the fair value of assets acquired and liabilities assumed for the acquisition (in thousands): 

​

​

​

​

Cash and cash equivalents and restricted cash

​

$

14,098

Accounts and notes receivable, net

​

​

6,610

Income taxes receivable

​

​

494

Other current assets

​

​

502

Property and equipment

​

​

63

Franchise agreements (a)

​

​

92,250

Other intangible assets, net (a)

​

​

9,200

Other assets, net of current portion

​

​

2,174

Goodwill (b)

​

​

108,606

Accounts payable

​

​

(3,461)

Accrued liabilities

​

​

(14,045)

Income taxes payable

​

​

(3,107)

Deferred revenue

​

​

(824)

Deferred tax liabilities, net

​

​

(16,260)

Other liabilities, net of current portion

​

​

(2,200)

Total purchase price allocated to assets and liabilities

​

​

194,100

Loss on contract settlement

​

​

40,900

Total consideration

​

$

235,000

(a)The Company expects to amortize the acquired franchise agreements over a weighted average useful life of approximately 12 years and the non-compete agreements included in Other intangible assets, net over a useful life of 5 years using the straight-line method.
(b)The excess of the total purchase price over the fair value of the identifiable assets acquired was recorded as goodwill. The goodwill is attributable to expected synergies and projected long-term revenue growth for the RE/MAX network. The Company expects 50% of the goodwill in Canada but none in the U.S. to be deductible for tax purposes.
Summary of Unaudited Pro Forma Information The pro forma information presented below is for illustrative purposes only and should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the acquisitions had actually occurred on that date, nor of the results that may be obtained in the future (in thousands).

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

December 31, 

​

​

2023 (a)

​

2022 (a)

​

2021

Total revenue

​

$

325,671

​

$

353,386

​

$

356,489

Net income (loss) attributable to RE/MAX Holdings, Inc.

​

$

(69,022)

​

$

6,110

​

$

(16,092)

(a)Amounts agree to the Consolidated Statements of Income (Loss) for the twelve months ended December 31, 2023 and 2022, as it includes the actual results from the INTEGRA acquisition and are therefore not pro forma.

​
v3.24.0.1
Property and Equipment (Tables)
 12 Months Ended
Dec. 31, 2023
Property and Equipment  
Property and Equipment

Property and equipment consist of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

Depreciable Life

​

2023

​

2022

Leasehold improvements

​

Shorter of estimated useful life or life of lease

​

$

8,404

​

$

8,335

Office furniture, fixtures and equipment

​

2 - 10 years

​

​

13,361

​

​

12,404

Total property and equipment

​

​

​

​

21,765

​

​

20,739

Less accumulated depreciation

​

​

​

​

(13,132)

​

​

(10,946)

Total property and equipment, net

​

​

​

$

8,633

​

$

9,793
v3.24.0.1
Intangible Assets and Goodwill (Tables)
 12 Months Ended
Dec. 31, 2023
Intangible Assets and Goodwill  
Schedule of components of intangible assets

The following table provides the components of the Company’s intangible assets (in thousands, except weighted average amortization period in years):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Weighted

    

​

​

    

​

​

    

​

​

    

​

​

    

​

​

    

​

​

​

​

​

Average

​

As of December 31, 2023

​

As of December 31, 2022

​

​

​

Amortization

​

Initial

​

Accumulated

​

Net

​

Initial

​

Accumulated

​

Net

​

​

​

Period

​

Cost

​

Amortization

​

Balance

​

Cost

​

Amortization

​

Balance

Franchise agreements

​

​

12.1

​

$

225,716

​

$

(124,200)

​

$

101,516

​

$

224,397

​

$

(104,223)

​

$

120,174

Other intangible assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Software (a)

​

​

4.1

​

$

52,918

​

$

(39,192)

​

$

13,726

​

$

48,658

​

$

(32,198)

​

$

16,460

Trademarks

​

​

9.1

​

​

971

​

​

(649)

​

​

322

​

​

1,713

​

​

(1,272)

​

​

441

Non-compete agreements

​

​

4.3

​

​

13,051

​

​

(8,156)

​

​

4,895

​

​

12,953

​

​

(4,878)

​

​

8,075

Training materials

​

​

—

​

​

2,400

​

​

(2,400)

​

​

—

​

​

2,400

​

​

(2,080)

​

​

320

Other

​

​

7.0

​

​

870

​

​

(637)

​

​

233

​

​

870

​

​

(403)

​

​

467

Total other intangible assets

​

​

4.3

​

$

70,210

​

$

(51,034)

​

$

19,176

​

$

66,594

​

$

(40,831)

​

$

25,763

(a)As of December 31, 2023 and 2022, capitalized software development costs of $1.0 million and $4.6 million, respectively, were related to technology projects not yet complete and ready for their intended use and thus were not subject to amortization.
Schedule of estimated future amortization of intangible assets, other than goodwill

As of December 31, 2023, the estimated future amortization expense related to intangible assets includes the estimated amortization expense associated with the Company’s intangible assets assumed with the Company’s acquisitions (in thousands):

​

​

​

​

2024

​

$

26,406

2025

​

​

22,701

2026

​

​

15,848

2027

​

​

9,021

2028

​

​

8,333

Thereafter

​

​

38,383

​

​

$

120,692
Schedule of changes to goodwill

The following table presents changes to goodwill by reportable segment for the period from January 1, 2022 to December 31, 2023(in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Real Estate

​

Mortgage

​

Total

Balance, January 1, 2022

​

$

250,482

​

$

18,633

​

$

269,115

Purchase price adjustments

​

​

(332)

​

​

—

​

​

(332)

Impairment charge

​

​

(7,100)

​

​

—

​

​

(7,100)

Effect of changes in foreign currency exchange rates

​

​

(3,057)

​

​

—

​

​

(3,057)

Balance, January 1, 2023

​

$

239,993

​

$

18,633

​

$

258,626

Purchase price adjustments

​

​

—

​

​

—

​

​

—

Impairment charge

​

​

—

​

​

(18,633)

​

​

(18,633)

Effect of changes in foreign currency exchange rates

​

​

1,171

​

​

—

​

​

1,171

Balance, December 31, 2023

​

$

241,164

​

$

—

​

$

241,164
v3.24.0.1
Accrued Liabilities (Tables)
 12 Months Ended
Dec. 31, 2023
Accrued Liabilities.  
Schedule of Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

2023

​

2022

Marketing Funds (a)

​

$

28,753

​

$

47,670

Accrued payroll and related employee costs

​

​

14,231

​

​

14,419

Accrued taxes

​

​

2,567

​

​

2,025

Accrued professional fees

​

​

937

​

​

1,331

Settlement payable (b)

​

​

55,700

​

​

—

Other

​

​

5,246

​

​

5,306

​

​

$

107,434

​

$

70,751

(a)Consists primarily of liabilities recognized to reflect the contractual restriction that all funds collected in the Marketing Funds must be spent for designated purposes. See Note 2, Summary of Significant Accounting Policies, for additional information.
(b)Represents the net settlement payable as part of the settlement of the industry class-action lawsuits and other legal settlements. See Note 14, Commitments and Contingencies, for additional information.
Schedule of restructure by type of cost

The following table presents a rollforward of the liability as related to the strategic shift and restructure of its business, which is in “Accrued payroll and related employee costs” in the table above (in thousands):

​

​

​

​

​

​

​

​

Balance, January 1, 2022

​

$

—

Severance and other related expenses (a)

​

​

7,578

Cash payments

​

​

(3,947)

Balance, December 31, 2022

​

$

3,631

Severance and other related expenses

​

​

4,210

Cash payments

​

​

(5,220)

Balance, December 31, 2023 (b)

​

$

2,622

(a)Excludes $2.2 million of non-cash equity-based compensation expense from the accelerated vesting of certain grants in connection with the strategic shift and restructuring of its business that occurred in the third quarter of 2022. See Note 2, Summary of Significant Accounting Policies, for additional information.
(b)Includes $2.6 million related to the Reorganization that occurred in the third quarter of 2023. The liability related to the strategic shift and restructure of the business that occurred in the third quarter of 2022 has been substantially paid as of December 31, 2023. See Note 2, Summary of Significant Accounting Policies for additional information.
v3.24.0.1
Debt (Tables)
 12 Months Ended
Dec. 31, 2023
Debt  
Schedule of debt

Debt, net of current portion, consists of the following (in thousands):

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

2023

​

2022

Senior Secured Credit Facility

​

$

448,500

​

$

453,101

Less unamortized debt issuance costs

​

​

(2,896)

​

​

(3,532)

Less unamortized debt discount costs

​

​

(1,024)

​

​

(1,249)

Less current portion

​

​

(4,600)

​

​

(4,600)

​

​

$

439,980

​

$

443,720
Schedule of Maturities of Debt

Maturities of debt are as follows (in thousands):

​

​

​

​

As of December 31, 

​

​

​

2024

​

$

4,600

2025

​

​

4,600

2026

​

​

4,600

2027

​

​

4,600

2028

​

​

430,100

​

​

$

448,500
v3.24.0.1
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2023
Fair Value Measurements  
Liabilities measured at fair value on a recurring basis

A summary of the Company’s liabilities measured at fair value on a recurring basis is as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As of December 31, 2023

​

As of December 31, 2022

​

​

Fair Value

    

Level 1

    

Level 2

    

Level 3

    

Fair Value

    

Level 1

    

Level 2

    

Level 3

Liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Motto contingent consideration

​

$

2,170

​

$

—

​

$

—

​

$

2,170

​

$

3,710

​

$

—

​

$

—

​

$

3,710

Gadberry Group contingent consideration

​

​

590

​

​

—

​

​

—

​

​

590

​

​

817

​

​

—

​

​

—

​

​

817

Contingent consideration (a)

​

$

2,760

​

$

—

​

$

—

​

$

2,760

​

$

4,527

​

$

—

​

$

—

​

$

4,527

(a)Recorded as a component of “Accrued liabilities” and “Other liabilities, net of current portion” in the accompanying Consolidated Balance Sheets.
Reconciliation of the contingent consideration

The table below presents a reconciliation of the contingent consideration (in thousands):

​

​

​

​

​

​

Total

Balance at January 1, 2022

​

$

5,780

Fair value adjustments

​

​

(133)

Cash payments

​

​

(1,120)

Balance at January 1, 2023

​

$

4,527

Fair value adjustments

​

​

(533)

Cash payments

​

​

(1,234)

Balance at December 31, 2023

​

$

2,760
Summary of carrying value and fair value of senior secured credit facility

The following table summarizes the carrying value and estimated fair value of the Senior Secured Credit Facility (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2023

​

December 31, 2022

​

​

Carrying
Amount

    

Fair Value
Level 2

    

Carrying
Amount

    

Fair Value
Level 2

Senior Secured Credit Facility

​

$

444,580

​

$

421,590

​

$

448,320

​

$

414,587

​
v3.24.0.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2023
Income Taxes  
Schedule of Income Before Provision for Income Taxes

“Income (loss) before provision for income taxes” as shown in the accompanying Consolidated Statements of Income (Loss) is comprised of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

​

2023

​

2022

​

2021

Domestic

​

$

(82,690)

​

$

(25,443)

​

$

(53,152)

Foreign

​

​

41,151

​

​

43,571

​

​

30,991

Total

​

$

(41,539)

​

$

18,128

​

$

(22,161)
Schedule of Components of Provision for Income Taxes Components of the “Provision for income taxes” in the accompanying Consolidated Statements of Income (Loss) consist of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

​

2023

​

2022

​

2021

Current

​

​

​

​

​

​

​

​

​

Federal

​

$

1,748

​

$

696

​

$

798

Foreign

​

​

5,248

​

​

6,856

​

​

3,556

State and local

​

​

564

​

​

2

​

​

633

Total current expense

​

​

7,560

​

​

7,554

​

​

4,987

Deferred expense

​

​

​

​

​

​

​

​

​

Federal

​

​

39,634

​

​

1,039

​

​

(840)

Foreign

​

​

573

​

​

(1,522)

​

​

(752)

State and local

​

​

9,180

​

​

300

​

​

(936)

Total deferred expense

​

​

49,387

​

​

(183)

​

​

(2,528)

Provision for income taxes

​

$

56,947

​

$

7,371

​

$

2,459
Schedule of Reconciliation of U.S. Statutory Income Tax Rate to Company's Effective Tax Rate

A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

​

​

2023

​

2022

​

2021

​

U.S. statutory tax rate

​

​

21.0

%

​

21.0

%

​

21.0

%

State and local taxes, net of federal benefit

​

​

3.7

​

​

2.7

​

​

3.1

​

Income attributable to non-controlling interests (a)

​

​

(16.3)

​

​

(9.3)

​

​

(9.3)

​

Subtotal

​

​

8.4

%

​

14.4

%

​

14.8

%

Non-creditable foreign and domestic taxes - non-controlling interest (b)(c)

​

​

(4.6)

​

​

14.0

​

​

(7.0)

​

Non-creditable foreign taxes - RE/MAX Holdings (c)(d)

​

​

(0.5)

​

​

8.1

​

​

(3.7)

​

Foreign derived intangible income deduction (c)

​

​

—

​

​

—

​

​

4.4

​

Other permanent differences

​

​

(3.4)

​

​

4.3

​

​

(1.2)

​

Uncertain tax positions

​

​

2.4

​

​

—

​

​

6.1

​

Loss on contract settlement (e)

​

​

—

​

​

—

​

​

(26.7)

​

Adjustments to state taxes (f)

​

​

—

​

​

—

​

​

3.9

​

162(m) compensation limitation

​

​

—

​

​

1.1

​

​

(1.8)

​

Valuation Allowance

​

​

(153.1)

​

​

—

​

​

—

​

Effect of permanent difference - reduction in TRA liability

​

​

15.0

​

​

—

​

​

—

​

Other

​

​

(1.3)

​

​

(1.2)

​

​

0.1

​

​

​

​

(137.1)

%

​

40.7

%

​

(11.1)

%

(a)Given the majority of the Company’s income is generated via a pass-through entity of which the non-controlling interest owns approximately 40%, that proportion of the Company’s income is not subject to U.S. or state income tax rates.
(b)Approximately 40% of foreign taxes paid at the RMCO level and corporate subsidiary taxes are attributable to the non-controlling interest. As a result, these taxes are not creditable against the U.S. taxes of Holdings.
(c)The percentage impact of these items in 2023 and 2021 switched directionally because the Company’s pre-tax net income changed from positive to negative.
(d)While a portion of foreign taxes are creditable within the U.S. since Canada’s tax rate is higher than the U.S. statutory rate a portion of the tax paid will not be creditable.
(e)Loss on contract settlement is a result of the acquisition of INTEGRA and is not recognized for US income tax purposes.
(f)As a result of the acquisition of INTEGRA, the state filing footprint of RE/MAX has changed which has modified the blended state rate and resulted in a small remeasurement of net deferred tax assets in 2021.
Summary of Deferred Tax Assets and Liabilities

These temporary differences result in taxable or deductible amounts in future years. Details of the Company’s deferred tax assets and liabilities are summarized as follows (in thousands):

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

2023

​

2022

Long-term deferred tax assets

​

​

​

​

​

​

Goodwill, other intangibles and other assets

​

$

33,897

​

$

36,027

Settlement charge

​

​

4,011

​

​

—

Imputed interest deduction pursuant to tax receivable agreements

​

​

2,175

​

​

1,960

Operating lease liabilities

​

​

5,554

​

​

6,559

Compensation and benefits

​

​

4,414

​

​

4,703

Allowance for doubtful accounts

​

​

1,401

​

​

1,272

Contingent consideration liability

​

​

396

​

​

651

Deferred revenue

​

​

3,952

​

​

3,885

Foreign tax credit carryforward

​

​

11,358

​

​

9,077

Net operating loss carryforward

​

​

2,980

​

​

83

163j business interest limitation carryforward

​

​

5,536

​

​

479

Other

​

​

2,161

​

​

1,387

Total long-term deferred tax assets

​

​

77,835

​

​

66,083

Valuation allowance (a)

​

​

(72,849)

​

​

(9,071)

Total long-term deferred tax assets, net of valuation allowance

​

​

4,986

​

​

57,012

Long-term deferred tax liabilities

​

​

​

​

​

​

Property and equipment and other long lived assets

​

​

(27)

​

​

(281)

Goodwill, other intangibles and other assets

​

​

(12,543)

​

​

(13,768)

Operating lease assets

​

​

(3,109)

​

​

(3,831)

Other

​

​

(104)

​

​

(804)

Total long-term deferred tax liabilities

​

​

(15,783)

​

​

(18,684)

Net deferred tax assets and liabilities

​

$

(10,797)

​

$

38,328

(a)In 2023, a full valuation allowance was recorded against the Company’s remaining deferred tax assets as a result of a combined three-year cumulative loss primarily due to the settlement of the industry class-action lawsuits.
Schedule of unrecognized tax benefits

Uncertain tax position liabilities represent the aggregate tax effect of differences between the tax return positions and the amounts otherwise recognized in the consolidated financial statements and are recognized in “Income taxes payable” in the Consolidated Balance Sheets. A reconciliation of the beginning and ending amount, excluding interest and penalties is as follows:

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

2023

​

2022

Balance, January 1

​

$

1,014

​

$

1,587

Decrease related to prior year tax positions

​

​

(756)

​

​

(882)

Increase related to tax positions from acquired companies

​

​

—

​

​

309

Balance, December 31

​

$

258

​

$

1,014

(a)Excludes accrued interest and penalties of $0.1 million and $0.3 million for the years ended December 31, 2023 and 2022, respectively. These related interest and penalties are recognized in “Income taxes payable” within the Consolidated Balance Sheets.
v3.24.0.1
Equity-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2023
Schedule of Employee Stock-Based Compensation Expense

Employee stock-based compensation expense under the Company’s Incentive Plan, net of the amount capitalized in internally developed software, is as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

December 31, 

​

​

2023

​

2022

​

2021

Expense from time-based awards (a)

​

$

12,305

​

$

16,103

​

$

21,042

Expense from performance-based awards (a)(b)

​

​

3,718

​

​

2,175

​

​

6,073

Expense from bonus to be settled in shares (c)

​

​

3,513

​

​

3,766

​

​

7,183

Equity-based compensation expense

​

$

19,536

​

$

22,044

​

$

34,298

Tax benefit from equity-based compensation

​

​

(2,834)

​

​

(3,238)

​

​

(5,052)

Deficit / (excess) tax benefit from equity-based compensation

​

​

965

​

​

536

​

​

(121)

Net compensation cost

​

$

17,667

​

$

19,342

​

$

29,125

(a)During 2022, the Company recognized $2.2 million of expense upon the acceleration of certain grants issued in connection with the restructuring, as further discussed in Note 2, Summary of Significant Accounting Policies. In addition, during the third quarter of 2022, the Company recognized $1.4 million of expense upon acceleration of certain grants that were issued to two employees and former owners of an acquired company who departed during the third quarter of 2022.
(b)Expense recognized for performance-based awards is re-assessed each quarter based on expectations of achievement against the performance conditions. During the first quarter of 2022, the Company had a significant amount of forfeitures related to performance-based awards issued to the Company’s former CEO which, subsequent to his departure, will no longer vest.
(c)A portion of the annual corporate bonus earned is to be settled in shares. These amounts are recognized as “Accrued liabilities” in the Consolidated Balance Sheets and are not included in “Additional paid-in capital” until the shares are issued.
Time-based awards  
Schedule of Restricted Stock Units

The following table summarizes equity-based compensation activity related to time-based restricted stock units and restricted stock awards:

​

​

​

​

​

​

​

​

Shares

​

Weighted average
grant date fair
value per share

Balance, January 1, 2023

​

611,102

​

$

32.23

Granted (a)(b)

​

1,019,620

​

$

15.50

Shares vested (including tax withholding) (c)

​

(458,707)

​

$

28.88

Forfeited

​

(105,421)

​

$

22.13

Balance, December 31, 2023

​

1,066,594

​

$

18.68

​

(a)During the fourth quarter of 2023, the Company granted 287,364 time-based restricted stock units to the newly appointed CEO with a weighted average grant date fair value of $8.98 per share. All the restricted stock units remain outstanding as of December 31, 2023. These equity awards were made pursuant to the inducement award exception under the New York Stock Exchange Rule 303A.08 and were not granted from the 2023 Incentive Plan.
(b)The weighted average grant date fair value per share for the years ended December 31, 2022 and 2021 were $32.23 and $36.84 respectively.
(c)Pursuant to the terms of the Incentive Plans, shares withheld by the Company for the payment of the employee's tax withholding related to shares vesting are added back to the pool of shares available for future awards.
Performance-based awards  
Schedule of Restricted Stock Units

The following table summarizes equity-based compensation activity related to PSUs:

​

​

​

​

​

​

​

​

Shares

​

Weighted average
grant date fair
value per share

Balance, January 1, 2023

​

143,199

​

$

33.47

Granted (a)(b)

​

826,062

​

$

7.95

Shares vested (including tax withholding) (c)

​

(134,114)

​

$

28.68

Forfeited

​

(51,757)

​

$

26.04

Balance, December 31, 2023

​

783,390

​

$

7.87

(a)During the fourth quarter of 2023, the Company granted 580,648 performance-based restricted stock units to the newly appointed CEO with a weighted average grant date fair value of $2.99 per share. All the restricted stock units
remain outstanding as of December 31, 2023. These equity awards were made pursuant to the inducement award exception under the New York Stock Exchange Rule 303A.08 and were not granted from the 2023 Incentive Plan.
(b)The weighted average grant date fair value per share for the years ended December 31, 2022 and 2021 were $33.47 and $31.02, respectively.
(c)Pursuant to the terms of the Incentive Plans, shares withheld by the Company for the payment of the employee's tax withholding related to shares vesting are added back to the pool of shares available for future awards.

​
v3.24.0.1
Segment Information (Tables)
 12 Months Ended
Dec. 31, 2023
Segment Information  
Schedule of Revenue from External Customers By Segment

The following table presents revenue from external customers by segment (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

December 31, 

​

​

2023

​

2022

​

2021

Continuing franchise fees

​

$

116,472

​

$

123,272

​

$

110,613

Annual dues

​

​

33,904

​

​

35,676

​

​

35,549

Broker fees

​

​

51,012

​

​

62,939

​

​

65,456

Franchise sales and other revenue

​

​

25,794

​

​

27,385

​

​

23,506

Total Real Estate

​

​

227,182

​

​

249,272

​

​

235,124

Continuing franchise fees

​

​

10,912

​

​

10,117

​

​

7,891

Franchise sales and other revenue

​

​

3,081

​

​

2,271

​

​

2,160

Total Mortgage

​

​

13,993

​

​

12,388

​

​

10,051

Marketing Funds fees

​

​

83,861

​

​

90,319

​

​

82,391

Other

​

​

635

​

​

1,407

​

​

2,135

Total revenue

​

$

325,671

​

$

353,386

​

$

329,701
Schedule of Revenue and Adjusted EBITDA of the Company's Reportable Segment

The following table presents a reconciliation of Adjusted EBITDA by segment to income (loss) before provision for income taxes (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

December 31, 

​

​

2023

​

2022

​

2021

Adjusted EBITDA: Real Estate

​

$

104,305

​

$

128,301

​

$

125,153

Adjusted EBITDA: Mortgage

​

​

(6,920)

​

​

(6,368)

​

​

(5,321)

Adjusted EBITDA: Other

​

​

(1,097)

​

​

(301)

​

​

(249)

Adjusted EBITDA: Consolidated

​

​

96,288

​

​

121,632

​

​

119,583

Settlement charge (a)

​

​

(55,150)

​

​

—

​

​

—

Loss on contract settlement (b)

​

​

—

​

​

—

​

​

(40,900)

Loss on extinguishment of debt (c)

​

​

—

​

​

—

​

​

(264)

Impairment charge - leased assets (d)

​

​

—

​

​

(6,248)

​

​

—

Impairment charge - goodwill (e)

​

​

(18,633)

​

​

(7,100)

​

​

(5,123)

Loss on lease termination (f)

​

​

—

​

​

(2,460)

​

​

—

Equity-based compensation expense

​

​

(19,536)

​

​

(22,044)

​

​

(34,298)

Acquisition-related expense (g)

​

​

(263)

​

​

(1,859)

​

​

(17,422)

Fair value adjustments to contingent consideration (h)

​

​

533

​

​

133

​

​

(309)

Restructuring charges (i)

​

​

(4,210)

​

​

(8,690)

​

​

—

Gain on reduction in tax receivable agreement liability (j)

​

​

25,298

​

​

702

​

​

(382)

Other

​

​

(2,131)

​

​

(726)

​

​

(586)

Interest income

​

​

4,420

​

​

1,460

​

​

217

Interest expense

​

​

(35,741)

​

​

(20,903)

​

​

(11,344)

Depreciation and amortization

​

​

(32,414)

​

​

(35,769)

​

​

(31,333)

Income (loss) before provision for income taxes

​

$

(41,539)

​

$

18,128

​

$

(22,161)

(a)Represents the settlement of the industry class-action lawsuits and other legal settlements. See Note 14, Commitments and Contingencies, for additional information.
(b)Represents the effective settlement of the pre-existing master franchise agreements with INTEGRA that was recognized with the acquisition. See Note 6, Acquisitions and Dispositions, for additional information.
(c)The loss was recognized in connection with the amended and restated Senior Secured Credit Facility. See Note 10, Debt, for additional information.
(d)Represents the impairment recognized on portions of the Company’s corporate headquarters office building. See Note 3, Leases for additional information.
(e)During the fourth quarter of 2023, in connection with our annual goodwill impairment test, we concluded that the carrying value of the Mortgage reporting unit within the Mortgage segment exceeded its fair value, resulting in an impairment charge to the Mortgage reporting unit goodwill. In addition, during the fourth quarter of 2022, in connection with the restructuring of the business and technology offerings, the Company made the decision to wind down the Gadberry Group, resulting in an impairment charge to the Gadberry Group reporting unit goodwill. In addition, during 2021, lower than expected adoption rates of the First technology resulted in downward revisions to long-term forecasts, resulting in an impairment charge to the First reporting unit goodwill. See Note 8, Intangible Assets and Goodwill, for additional information.
(f)During the second quarter of 2022, a loss was recognized in connection with the termination of the booj office lease. See Note 3, Leases, for additional information.
(g)Acquisition-related expense includes personnel, legal, accounting, advisory and consulting fees incurred in connection with acquisition activities and integration of acquired companies.
(h)Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities. See Note 11, Fair Value Measurements, for additional information.
(i)During the third quarter of 2023, the Company announced a reduction in force and reorganization intended to streamline the Company’s operations and yield cost savings over the long term and during the third quarter of 2022, the Company incurred expenses related to a restructuring associated with a shift in its technology offerings strategy. See Note 2, Summary of Significant Accounting Policies, for additional information.
(j)Gain on reduction in tax receivable agreement liability recorded during 2023 is a result of a valuation allowance on deferred tax assets. See Note 4, Non-controlling Interest and Note 12, Income Taxes, for additional information.
Summary of Total Assets by Segment

The following table presents total assets of the Company’s segments (in thousands):

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

2023

​

2022

Real Estate

​

$

473,659

​

$

588,216

Marketing Funds

​

​

69,710

​

​

64,755

Mortgage

​

​

33,722

​

​

42,143

Other

​

​

59

​

​

120

Total assets

​

$

577,150

​

$

695,234

​

​

​

​

​

​

​
v3.24.0.1
Business and Organization (Details)
 12 Months Ended
Dec. 31, 2023
state
Vote
Office
class
Dec. 31, 2022
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]    
Percentage of company consisting of franchises 100.00%  
Number of classes of common stock | class 2  
Common Class A    
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]    
Number of votes per share held | Vote 1  
Common Class A | One Company Founder    
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]    
Ownership percentage 1.10%  
Motto | Minimum    
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]    
Number of offices | Office 225  
Number of states in which entity operates | state 40  
RMCO, LLC    
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]    
Parent economic interest in RMCO (as a percentage) 59.30% 58.70%
RMCO, LLC | RIHI    
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]    
Non-controlling interest ownership of common units in RMCO 40.70% 41.30%
v3.24.0.1
Summary of Significant Accounting Policies - Schedule of Deferred Revenue (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
Disaggregation of Revenue [Line Items]  
Balance at beginning of period $ 46,071
New billings 59,237
Revenue recognized (64,624)
Balance at the end of period 40,684
Franchise sales  
Disaggregation of Revenue [Line Items]  
Balance at beginning of period 25,281
New billings 8,061
Revenue recognized (8,729)
Balance at the end of period 24,613
Revenue recognized related to the beginning balance $ 7,900
Annual dues  
Disaggregation of Revenue [Line Items]  
Deferred revenue recognition period 12 months
Balance at beginning of period $ 14,164
New billings 33,022
Revenue recognized (33,904)
Balance at the end of period 13,282
Revenue recognized related to the beginning balance 13,400
Other  
Disaggregation of Revenue [Line Items]  
Balance at beginning of period 6,626
New billings 18,154
Revenue recognized (21,991)
Balance at the end of period $ 2,789
Franchise sales | RE/MAX franchise agreements  
Disaggregation of Revenue [Line Items]  
Period of franchise agreement 5 years
Franchise sales | Motto Franchising  
Disaggregation of Revenue [Line Items]  
Period of franchise agreement 7 years
v3.24.0.1
Summary of Significant Accounting Policies - Commissions Related to Franchise Sales (Details) - Capitalized contract costs for commissions
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
Capitalized Contract Cost [Line Items]  
Balance at beginning of period $ 3,974
Additions to contract cost for new activity (2,737)
Expense recognized (2,486)
Balance at end of period $ 4,225
v3.24.0.1
Summary of Significant Accounting Policies - Disaggregated revenue (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Disaggregation of Revenue [Line Items]      
Total revenue $ 325,671 $ 353,386 $ 329,701
Franchise sales and other revenue      
Disaggregation of Revenue [Line Items]      
Total revenue 29,510 31,063 27,801
Real Estate      
Disaggregation of Revenue [Line Items]      
Total revenue 227,182 249,272 235,124
Real Estate | Fee revenue      
Disaggregation of Revenue [Line Items]      
Total revenue 201,388 221,887 211,618
Real Estate | Franchise sales and other revenue      
Disaggregation of Revenue [Line Items]      
Total revenue 25,794 27,385 23,506
Marketing Funds      
Disaggregation of Revenue [Line Items]      
Total revenue 83,861 90,319 82,391
Mortgage      
Disaggregation of Revenue [Line Items]      
Total revenue 13,993 12,388 10,051
Mortgage | Franchise sales and other revenue      
Disaggregation of Revenue [Line Items]      
Total revenue 3,081 2,271 2,160
Other.      
Disaggregation of Revenue [Line Items]      
Total revenue 635 1,407 2,135
U.S. | Company -Owned Regions | Fee revenue      
Disaggregation of Revenue [Line Items]      
Total revenue 138,499 157,492 154,981
U.S. | Independent Regions | Fee revenue      
Disaggregation of Revenue [Line Items]      
Total revenue 6,439 7,086 11,392
U.S. | Marketing Funds      
Disaggregation of Revenue [Line Items]      
Total revenue 63,791 69,169 68,662
Canada | Company -Owned Regions | Fee revenue      
Disaggregation of Revenue [Line Items]      
Total revenue 40,805 42,289 27,234
Canada | Independent Regions | Fee revenue      
Disaggregation of Revenue [Line Items]      
Total revenue 2,891 2,857 6,510
Canada | Marketing Funds      
Disaggregation of Revenue [Line Items]      
Total revenue 19,039 19,993 12,722
Global | Global. | Fee revenue      
Disaggregation of Revenue [Line Items]      
Total revenue 12,754 12,163 11,501
Global | Marketing Funds      
Disaggregation of Revenue [Line Items]      
Total revenue $ 1,031 $ 1,157 $ 1,007
v3.24.0.1
Summary of Significant Accounting Policies - Transaction Price (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Annual Dues And Franchise Sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 37,895
Annual dues  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue 13,282
Franchise sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue 24,613
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Annual Dues And Franchise Sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 20,176
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Annual dues  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 13,282
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | Franchise sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 6,894
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Annual Dues And Franchise Sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 5,766
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Annual dues  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | Franchise sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 5,766
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Annual Dues And Franchise Sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 4,455
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Annual dues  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | Franchise sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 4,455
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Annual Dues And Franchise Sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 3,064
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Annual dues  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | Franchise sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 3,064
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | Annual Dues And Franchise Sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 1,637
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | Annual dues  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | Franchise sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 1,637
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | Annual Dues And Franchise Sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 2,797
Performance period
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | Annual dues  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Performance period
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | Franchise sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 2,797
Performance period
v3.24.0.1
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Cash, Cash Equivalents and Restricted Cash        
Cash and cash equivalents $ 82,623 $ 108,663    
Restricted cash 43,140 29,465    
Total cash, cash equivalents and restricted cash 125,763 138,128 $ 158,399 $ 121,227
Marketing Funds        
Cash, Cash Equivalents and Restricted Cash        
Restricted cash 15,640 $ 29,465    
Settlement Fund        
Cash, Cash Equivalents and Restricted Cash        
Restricted cash $ 27,500      
v3.24.0.1
Summary of Significant Accounting Policies - Services Provided to Marketing Funds by REMAX Franchising (Details) - Marketing funds - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Costs charged $ 10,575 $ 20,952 $ 20,132
Technology - operating      
Costs charged 4,676 14,436 13,396
Technology - capital      
Costs charged (203) 918 954
Technology - capital | Work in progress assets      
Costs charged 200 500  
Marketing staff and administrative services      
Costs charged $ 6,102 $ 5,598 $ 5,782
v3.24.0.1
Summary of Significant Accounting Policies - Schedule of Allowances Against Accounts and Notes Receivable (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Balance at beginning of period $ 9,111 $ 9,564 $ 11,724
Charges/(benefits) to expense for changes in Allowance for doubtful accounts 6,784 2,581 (1,345)
Write-offs (4,995) (3,034) (815)
Balance at end of period 10,900 9,111 9,564
Marketing funds      
Charges/(benefits) to expense for changes in Allowance for doubtful accounts $ 1,800 $ 400 $ (400)
v3.24.0.1
Summary of Significant Accounting Policies - Restructuring Charges (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2023
Dec. 31, 2022
Summary of Significant Accounting Policies        
Restructuring and related cost percent 7.00%      
Restructuring charges $ 2,600     $ 11,700
Severance and related costs 4,300   $ 4,210 7,578
Accelerated equity compensation expense $ 500 $ 2,200   2,200
Write off of capitalized software development costs       1,200
Accelerated amortization expenses       $ 700
v3.24.0.1
Summary of Significant Accounting Policies - Foreign Currency Derivatives (Details) - Foreign Currency Exchange - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Mar. 31, 2023
Derivative [Line Items]      
Gain (loss) on Derivative contracts $ (1.1) $ 3.8  
Notional amount     $ 74.0
v3.24.0.1
Summary of Significant Accounting Policies - Additional Information (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
subsidiary
country
Dec. 31, 2022
USD ($)
state
Dec. 31, 2021
USD ($)
Significant Accounting Policies [Line Items]      
Broker fees, as a percent 1.00%    
Percentage of agent 24.00%    
Number of states where pilot program | state   5  
Impairment of franchise agreements and other intangible assets subject to amortization | $ $ 0 $ 0 $ 0
Equity-based compensation vesting period 3 years    
Minimum      
Significant Accounting Policies [Line Items]      
Number of countries and territories operations conducted | country 110    
Software | Minimum      
Significant Accounting Policies [Line Items]      
Useful life of intangible assets 2 years    
Software | Maximum      
Significant Accounting Policies [Line Items]      
Useful life of intangible assets 5 years    
RMCO, LLC      
Significant Accounting Policies [Line Items]      
Parent economic interest in RMCO (as a percentage) 59.30% 58.70%  
RMCO, LLC | Maximum      
Significant Accounting Policies [Line Items]      
Parent economic interest in RMCO (as a percentage) 60.00%    
RMCO, LLC      
Significant Accounting Policies [Line Items]      
Number of corporate subsidiaries | subsidiary 2    
RMCO, LLC | Subsidiaries      
Significant Accounting Policies [Line Items]      
Income tax provision recognized, percentage of income 100.00%    
v3.24.0.1
Leases - Lease Cost (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Lease Cost      
Operating lease cost $ 10,833 $ 11,377 $ 11,565
Sublease income (2,555) (2,159) (1,999)
Short-term lease cost 8,882 10,023 5,436
Total lease cost 17,160 19,241 15,002
Operating cash outflows from operating leases $ 9,819 $ 9,406 $ 9,071
Weighted-average remaining lease term in years - operating leases 4 years 4 months 24 days 5 years 3 months 18 days 6 years 4 months 24 days
Weighted-average discount rate - operating leases 6.30% 6.20% 6.30%
Taxes, insurance and maintenance related to operating lease $ 3,500 $ 3,600 $ 3,500
v3.24.0.1
Leases - Maturities of lease liabilities under non-cancellable leases (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Rent Payments  
2024 $ 10,145
2025 10,368
2026 10,465
2027 10,441
2028 3,225
Thereafter 598
Total lease payments 45,242
Less: imputed interest 5,843
Present value of lease liabilities 39,399
Sublease Receipts  
2024 (2,138)
2025 (1,220)
2026 (1,077)
2027 (1,099)
2028 (371)
Sublease Receipts (5,905)
Total Cash Outflows  
2024 8,007
2025 9,148
2026 9,388
2027 9,342
2028 2,854
Thereafter 598
Total Cash Outflows $ 39,337
v3.24.0.1
Leases - Lease Termination (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Jun. 30, 2022
Dec. 31, 2022
Leases    
ROU Assets written off $ 2,700  
Operating lease liability derecognized 1,500  
Loss on termination recognized (2,500) $ (2,460)
Cash paid for lease termination $ 1,300 $ 1,285
v3.24.0.1
Leases (Additional Information) (Details)
$ / shares in Units, $ in Thousands
 3 Months Ended 12 Months Ended
Sep. 30, 2022
USD ($)
Mar. 31, 2022
USD ($)
Dec. 31, 2023
item
agreement
Dec. 31, 2022
USD ($)
$ / shares
Lessee, Lease, Description [Line Items]        
Number of sublease agreements | agreement     6  
Impairment charge - leased assets | $ $ 2,500 $ 3,700   $ 6,248
Reduction of EPS | $ / shares       $ 0.15
Master Lease        
Lessee, Lease, Description [Line Items]        
Number of renewal periods | item     2  
Annual rent escalation in initial lease period and in first renewal period     3.00%  
Renewal of lease period     10 years  
v3.24.0.1
Non-controlling Interest - Ownership of common units in RMCO (Details) - RMCO, LLC - shares
Dec. 31, 2023
Dec. 31, 2022
Shares    
Holdings outstanding Class A common stock (equal to Holdings common units in RMCO) 18,269,284 17,874,238
Total number of common stock units in RMCO 30,828,884 30,433,838
Ownership Percentage    
Holdings outstanding Class A common stock (equal to Holdings common units in RMCO) 59.30% 58.70%
Total percentage of common stock units 100.00% 100.00%
RIHI    
Shares    
Non-controlling interest ownership of common units in RMCO 12,559,600 12,559,600
Ownership Percentage    
Non-controlling interest ownership of common units in RMCO 40.70% 41.30%
v3.24.0.1
Non-controlling Interest - Net income reconciliation (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Minority Interest [Line Items]      
Income (loss) before provision for income taxes attributable to Holdings. $ (14,149) $ 11,090 $ (13,424)
Income (loss) before provision for income taxes: NCI (27,390) 7,038 (8,737)
Income (loss) before provision for income taxes (41,539) 18,128 (22,161)
(Provision)/benefit for income taxes attributable to Holdings. (54,873) (4,980) (2,192)
(Provision)/benefit for income taxes: NCI (2,074) (2,391) (267)
(Provision)/benefit for income taxes (56,947) (7,371) (2,459)
Net income (loss) attributable to Holdings. (69,022) 6,110 (15,616)
Net income (loss): NCI (29,464) 4,647 (9,004)
Net income (loss) $ (98,486) $ 10,757 $ (24,620)
RMCO, LLC      
Minority Interest [Line Items]      
WAO percentage 100.00% 100.00%  
RMCO, LLC | Weighted Average      
Minority Interest [Line Items]      
WAO percentage attributable to Holdings. 59.10% 59.80% 59.80%
WAO percentage 100.00% 100.00% 100.00%
RIHI | RMCO, LLC | Weighted Average      
Minority Interest [Line Items]      
WAO percentage: NCI 40.90% 40.20% 40.20%
v3.24.0.1
Non-controlling Interest - Distributions Paid or Payable (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dividends Payable [Line Items]      
Total distributions to non-controlling unitholders $ 8,655 $ 13,832 $ 14,206
Tax distributions      
Dividends Payable [Line Items]      
Total distributions to non-controlling unitholders   2,276 2,650
Dividend distributions      
Dividends Payable [Line Items]      
Total distributions to non-controlling unitholders 8,667 $ 11,556 $ 11,556
Other distribution      
Dividends Payable [Line Items]      
Other $ (12)    
v3.24.0.1
Non-controlling Interest - Tax Receivable Agreements (Details) - USD ($)
shares in Millions, $ in Millions
 1 Months Ended 2 Months Ended 12 Months Ended
Oct. 31, 2013
Dec. 31, 2015
Dec. 31, 2023
Dec. 31, 2022
RIHI        
Significant Accounting Policies [Line Items]        
Common stock issued at initial public offering 11.5 5.2    
TRA holders        
Significant Accounting Policies [Line Items]        
Tax benefit realized     85.00%  
Amounts payable under tax receivable agreements     $ 0.8 $ 26.6
Reduction in tax receivable     $ 25.3  
v3.24.0.1
Earnings (Loss) Per Share and Dividends - Reconciliation of the numerator and denominator used in basic and diluted EPS calculations (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Numerator      
Net income (loss) attributable to RE/MAX Holdings, Inc. $ (69,022) $ 6,110 $ (15,616)
Common Class A      
Denominator for basic net income (loss) per share of Class A common stock      
Weighted average shares of Class A common stock outstanding 18,111,409 18,678,774 18,690,442
Denominator for diluted net income (loss) per share of Class A common stock      
Weighted average shares of Class A common stock outstanding 18,111,409 18,678,774 18,690,442
Add dilutive effect of the following:      
Weighted average shares of Class A common stock outstanding, diluted 18,111,409 18,844,696 18,690,442
Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock      
Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock, basic $ (3.81) $ 0.33 $ (0.84)
Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock, diluted $ (3.81) $ 0.32 $ (0.84)
Restricted Stock Units (RSUs)      
Add dilutive effect of the following:      
Restricted stock and restricted stock units   165,922  
v3.24.0.1
Earnings (Loss) Per Share and Dividends - Dividends (Details) - Common Class A - $ / shares
 3 Months Ended 12 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Dec. 31, 2021
Sep. 30, 2021
Jun. 30, 2021
Mar. 31, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dividends Payable [Line Items]                            
Cash dividends declared per share of Class A common stock                       $ 0.69 $ 0.92 $ 0.92
Quarterly dividend                            
Dividends Payable [Line Items]                            
Cash dividends declared per share of Class A common stock $ 0.23 $ 0.23 $ 0.23 $ 0.23 $ 0.23 $ 0.23 $ 0.23 $ 0.23 $ 0.23 $ 0.23 $ 0.23 $ 0.69 $ 0.92 $ 0.92
v3.24.0.1
Earnings (Loss) Per Share and Dividends - Share Repurchases and Retirement (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Jan. 31, 2022
Share Repurchases And Retirement [Line Items]      
Shares repurchased and retired, Value $ 3,408 $ 34,101  
Common Class A      
Share Repurchases And Retirement [Line Items]      
Authorized amount     $ 100,000
Shares repurchased and retired, Shares 160,405    
Shares repurchased and retired, Value $ 3,400    
Shares repurchased, average cost $ 21.24    
Share repurchase authorization, Value $ 62,500    
v3.24.0.1
Acquisitions and Dispositions - ReMax Integra North America Acquisition (Details)
$ in Thousands
 12 Months Ended
Jul. 21, 2021
USD ($)
item
state
Dec. 31, 2023
Franchise agreements    
Business Acquisition [Line Items]    
Acquired finite-lived intangible assets, weighted average useful life   12 years
Non-compete intangible asset    
Business Acquisition [Line Items]    
Acquired finite-lived intangible assets, weighted average useful life   5 years
RE/MAX INTEGRA North America Region Asset Acquisition    
Business Acquisition [Line Items]    
Cash consideration | $ $ 235,000  
Number of agents 19,000  
Loss on purchase price of pre-existing master franchise agreements | $ $ 40,900  
RE/MAX INTEGRA North America Region Asset Acquisition | Canada    
Business Acquisition [Line Items]    
Number of provinces 5  
Number of agents 12,000  
Percentage of goodwill 50.00%  
RE/MAX INTEGRA North America Region Asset Acquisition | U.S.    
Business Acquisition [Line Items]    
Number of states | state 9  
Number of agents 7,000  
Percentage of goodwill 0.00%  
v3.24.0.1
Acquisitions and Dispositions - ReMax Integra North America Acquisition Purchase Price Allocation (Details) - USD ($)
$ in Thousands
Jul. 21, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Purchase Price Allocation        
Goodwill   $ 241,164 $ 258,626 $ 269,115
RE/MAX INTEGRA North America Region Asset Acquisition        
Purchase Price Allocation        
Cash and cash equivalents and restricted cash $ 14,098      
Accounts and notes receivable, net 6,610      
Income taxes receivable 494      
Other current assets 502      
Property and equipment 63      
Other assets, net of current portion 2,174      
Goodwill 108,606      
Accounts payable (3,461)      
Accrued liabilities (14,045)      
Income taxes payable (3,107)      
Deferred revenue (824)      
Deferred tax liabilities, net (16,260)      
Other liabilities, net of current portion (2,200)      
Total purchase price allocated to assets and liabilities 194,100      
Loss on contract settlement 40,900      
Total consideration 235,000      
RE/MAX INTEGRA North America Region Asset Acquisition | Franchise agreements        
Purchase Price Allocation        
Other intangible assets, net 92,250      
RE/MAX INTEGRA North America Region Asset Acquisition | Other Intangible Assets        
Purchase Price Allocation        
Other intangible assets, net $ 9,200      
v3.24.0.1
Acquisitions and Dispositions - Unaudited Pro Forma (Details) - RE/MAX INTEGRA North America Region Asset Acquisition - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pro Forma Information      
Total revenue $ 325,671 $ 353,386 $ 356,489
Net income (loss) attributable to RE/MAX Holdings, Inc. $ (69,022) $ 6,110 $ (16,092)
v3.24.0.1
Property and Equipment (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Property Plant And Equipment [Line Items]      
Total property and equipment, gross $ 21,765 $ 20,739  
Less accumulated depreciation (13,132) (10,946)  
Total property and equipment, net 8,633 9,793  
Depreciation expense 2,500 2,400 $ 2,200
Leasehold improvements      
Property Plant And Equipment [Line Items]      
Total property and equipment, gross 8,404 8,335  
Office furniture, fixtures and equipment      
Property Plant And Equipment [Line Items]      
Total property and equipment, gross $ 13,361 $ 12,404  
Office furniture, fixtures and equipment | Minimum      
Property Plant And Equipment [Line Items]      
Depreciable life 2 years    
Office furniture, fixtures and equipment | Maximum      
Property Plant And Equipment [Line Items]      
Depreciable life 10 years    
v3.24.0.1
Intangible Assets and Goodwill - Components of Company's Intangible Assets (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Finite Lived Intangible Assets [Line Items]      
Net Balance $ 101,516 $ 120,174  
Amortization expense 29,900 33,400 $ 29,100
Franchise agreements      
Finite Lived Intangible Assets [Line Items]      
Initial Cost 225,716 224,397  
Accumulated Amortization (124,200) (104,223)  
Net Balance $ 101,516 120,174  
Franchise agreements | Weighted Average      
Finite Lived Intangible Assets [Line Items]      
Useful life of intangible assets 12 years 1 month 6 days    
Other Intangible Assets      
Finite Lived Intangible Assets [Line Items]      
Initial Cost $ 70,210 66,594  
Accumulated Amortization (51,034) (40,831)  
Net Balance $ 19,176 25,763  
Other Intangible Assets | Weighted Average      
Finite Lived Intangible Assets [Line Items]      
Useful life of intangible assets 4 years 3 months 18 days    
Software      
Finite Lived Intangible Assets [Line Items]      
Initial Cost $ 52,918 48,658  
Accumulated Amortization (39,192) (32,198)  
Net Balance $ 13,726 16,460  
Software | Weighted Average      
Finite Lived Intangible Assets [Line Items]      
Useful life of intangible assets 4 years 1 month 6 days    
Software Development      
Finite Lived Intangible Assets [Line Items]      
Capitalized software development costs $ 1,000 4,600  
Trademarks      
Finite Lived Intangible Assets [Line Items]      
Initial Cost 971 1,713  
Accumulated Amortization (649) (1,272)  
Net Balance $ 322 441  
Trademarks | Weighted Average      
Finite Lived Intangible Assets [Line Items]      
Useful life of intangible assets 9 years 1 month 6 days    
Non-compete agreements      
Finite Lived Intangible Assets [Line Items]      
Initial Cost $ 13,051 12,953  
Accumulated Amortization (8,156) (4,878)  
Net Balance $ 4,895 8,075  
Non-compete agreements | Weighted Average      
Finite Lived Intangible Assets [Line Items]      
Useful life of intangible assets 4 years 3 months 18 days    
Training materials      
Finite Lived Intangible Assets [Line Items]      
Initial Cost $ 2,400 2,400  
Accumulated Amortization $ (2,400) (2,080)  
Net Balance   320  
Training materials | Weighted Average      
Finite Lived Intangible Assets [Line Items]      
Useful life of intangible assets 0 years    
Other      
Finite Lived Intangible Assets [Line Items]      
Initial Cost $ 870 870  
Accumulated Amortization (637) (403)  
Net Balance $ 233 $ 467  
Other | Weighted Average      
Finite Lived Intangible Assets [Line Items]      
Useful life of intangible assets 7 years    
v3.24.0.1
Intangible Assets and Goodwill - Estimated Future Amortization of Intangible Assets, Other Than Goodwill (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]  
2024 $ 26,406
2025 22,701
2026 15,848
2027 9,021
2028 8,333
Thereafter 38,383
Estimated future amortization expense $ 120,692
v3.24.0.1
Intangible Assets and Goodwill - Schedule of Changes in Goodwill (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Sep. 30, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Changes to goodwill            
Beginning Balance       $ 258,626 $ 269,115  
Purchase price adjustments         (332)  
Impairment charge   $ (7,100)   (18,633) (7,100) $ (5,123)
Effect of changes in foreign currency exchange rates       1,171 (3,057)  
Ending Balance $ 241,164 258,626   241,164 258,626 269,115
Real Estate            
Changes to goodwill            
Beginning Balance       239,993 250,482  
Purchase price adjustments         (332)  
Impairment charge     $ 5,100   (7,100)  
Effect of changes in foreign currency exchange rates       1,171 (3,057)  
Ending Balance 241,164 239,993   241,164 239,993 250,482
Mortgage            
Changes to goodwill            
Beginning Balance       18,633 18,633  
Impairment charge $ (18,600)     $ (18,633)    
Ending Balance   $ 18,633     $ 18,633 $ 18,633
v3.24.0.1
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Accrued Liabilities.    
Marketing Funds $ 28,753 $ 47,670
Accrued payroll and related employee costs 14,231 14,419
Accrued taxes 2,567 2,025
Accrued professional fees 937 1,331
Settlement payable 55,700  
Other 5,246 5,306
Accrued liabilities $ 107,434 $ 70,751
v3.24.0.1
Accrued Liabilities - Rollforward related to restructure (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2023
Dec. 31, 2022
Accrued Liabilities.        
Beginning balance     $ 3,631  
Severance and other related expenses $ 4,300   4,210 $ 7,578
Cash payments     (5,220) (3,947)
Ending balance     $ 2,622 3,631
Accelerated equity compensation expense 500 $ 2,200   2,200
Restructuring charges $ 2,600     $ 11,700
v3.24.0.1
Debt - Schedule of Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Debt    
Debt instrument carrying value $ 448,500 $ 453,101
Less unamortized debt issuance costs (2,896) (3,532)
Less unamortized debt discount costs (1,024) (1,249)
Less current portion (4,600) (4,600)
Debt, net of current portion $ 439,980 $ 443,720
v3.24.0.1
Debt - Schedule of Maturities of Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Debt    
2024 $ 4,600  
2025 4,600  
2026 4,600  
2027 4,600  
2028 430,100  
Long term debt $ 448,500 $ 453,101
v3.24.0.1
Debt - Additional Information (Details) - USD ($)
$ in Millions
 6 Months Ended 12 Months Ended
Jul. 21, 2021
Dec. 31, 2023
Jun. 30, 2023
Dec. 31, 2023
London Interbank Offered Rate (LIBOR) | Minimum        
Debt Instrument [Line Items]        
Basis spread on variable rate     0.50%  
SOFR | Minimum        
Debt Instrument [Line Items]        
Basis spread on variable rate   0.50%    
Senior Secured Credit Facility Refinancing        
Debt Instrument [Line Items]        
Excess cash flow payment       $ 0.0
Excess cash flow repayment (as a percent)       50.00%
Leverage ratio under debt covenant       7.80
Constitutes an event of default   $ 15.0   $ 15.0
Percentage of proceeds of additional debt incurred not permitted by credit facility required to repay term loans       100.00%
Percentage of proceeds of assets sales required to repay term loans and reduce revolving commitments       100.00%
Percentage of amounts recovered under insurance policies required to repay term loans and reduce revolving commitments       100.00%
Percentage of excess cash flow repayments       25.00%
Senior Secured Credit Facility Refinancing | Equal To or Less Than 4.25        
Debt Instrument [Line Items]        
Leverage ratio under debt covenant       4.25
Senior Secured Credit Facility Refinancing | Above 3.75 Percent        
Debt Instrument [Line Items]        
Leverage ratio under debt covenant       3.75
Senior Secured Credit Facility Refinancing | Less Than 3.75 Percent        
Debt Instrument [Line Items]        
Leverage ratio under debt covenant       3.75
Senior Secured Credit Facility Refinancing | Below 3.50 Percent        
Debt Instrument [Line Items]        
Leverage ratio under debt covenant       3.50
Senior Secured Credit Facility Refinancing | Above 3.50 Percent        
Debt Instrument [Line Items]        
Leverage ratio under debt covenant       3.50
Amount of restricted payments limit   $ 50.0   $ 50.0
Percentage of restricted payments limit   50.00%   50.00%
Amount of consolidated EBITDA       $ 44.6
Senior Secured Credit Facility Refinancing | Above 4.50 Percent        
Debt Instrument [Line Items]        
Leverage ratio under debt covenant       4.50
Senior Secured Credit Facility Refinancing | Not Exceeding 4.50 Percent        
Debt Instrument [Line Items]        
Leverage ratio under debt covenant       4.50
Senior Secured Credit Facility Refinancing | Excess of 4.25 Percent        
Debt Instrument [Line Items]        
Leverage ratio under debt covenant       4.25
Senior Secured Credit Facility Refinancing | Federal Reserve Bank of New York        
Debt Instrument [Line Items]        
Basis spread on variable rate     0.50%  
Senior Secured Credit Facility Refinancing | London Interbank Offered Rate (LIBOR)        
Debt Instrument [Line Items]        
Basis spread on variable rate     2.50%  
Senior Secured Credit Facility Refinancing | SOFR        
Debt Instrument [Line Items]        
Basis spread on variable rate   2.50%    
Term loan | Senior Secured Credit Facility Refinancing        
Debt Instrument [Line Items]        
Credit facility, borrowing capacity $ 460.0      
Mandatory principal payments       $ 1.2
Loan term 7 years      
Debt instrument, interest rate   8.00%   8.00%
Revolving loan facility        
Debt Instrument [Line Items]        
Amounts drawn on line of credit   $ 0.0   $ 0.0
Revolving loan facility | Senior Secured Credit Facility Refinancing        
Debt Instrument [Line Items]        
Credit facility, borrowing capacity $ 50.0      
Revolving loan facility commitment fee on average daily amount of unused portion       0.50%
ABR loans | Senior Secured Credit Facility Refinancing        
Debt Instrument [Line Items]        
Basis spread on variable rate     1.50%  
ABR loans | Senior Secured Credit Facility Refinancing | Eurodollar        
Debt Instrument [Line Items]        
Basis spread on variable rate     1.00%  
v3.24.0.1
Fair Value Measurements - Company's liabilities measured at fair value on a recurring basis (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
USD ($)
item
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Percentage of gross revenues to be paid yearly 8.00%    
Reduction in franchise sales - percentage 10.00%    
Annual payment period 120 days    
Change in discount rate 1.00%    
Measured on a recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Contingent consideration liability $ 2,760 $ 4,527  
Level 3 | Measured on a recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Contingent consideration liability 2,760 4,527 $ 5,780
Motto | Measured on a recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Contingent consideration liability 2,170 3,710  
Motto | Level 3 | Measured on a recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Contingent consideration liability 2,170 3,710  
Gadberry | Measured on a recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Contingent consideration liability 590 817  
Gadberry | Level 3 | Measured on a recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Contingent consideration liability $ 590 $ 817  
Minimum      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Assumed number of franchises sold annually | item 40    
Maximum      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Assumed number of franchises sold annually | item 90    
v3.24.0.1
Fair Value Measurements - Reconciliation of the contingent consideration (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Fair value adjustments $ (533) $ (133) $ 309
Cash payments (1,234) (1,120) (869)
Measured on a recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Balance at Beginning 4,527    
Balance at Ending 2,760 4,527  
Level 3 | Measured on a recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Balance at Beginning 4,527 5,780  
Fair value adjustments (533) (133)  
Cash payments (1,234) (1,120)  
Balance at Ending $ 2,760 $ 4,527 $ 5,780
v3.24.0.1
Fair Value Measurements - Schedule of Senior Secured Credit Facility (Details) - Senior Secured Credit Facility Refinancing - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Carrying amounts    
Debt Instrument [Line Items]    
Long term debt, carrying amount $ 444,580 $ 448,320
Level 2 | Estimated fair value    
Debt Instrument [Line Items]    
Long term debt, fair value $ 421,590 $ 414,587
v3.24.0.1
Income Taxes - Schedule of Income Before Provision for Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Taxes      
Domestic $ (82,690) $ (25,443) $ (53,152)
Foreign 41,151 43,571 30,991
Income (loss) before provision for income taxes $ (41,539) $ 18,128 $ (22,161)
v3.24.0.1
Income Taxes - Schedule of Components of Provision for Income Taxes (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Current      
Federal $ 1,748 $ 696 $ 798
Foreign 5,248 6,856 3,556
State and local 564 2 633
Total current expense 7,560 7,554 4,987
Deferred expense      
Federal 39,634 1,039 (840)
Foreign 573 (1,522) (752)
State and local 9,180 300 (936)
Total deferred expense 49,387 (183) (2,528)
Provision for income taxes $ 56,947 $ 7,371 $ 2,459
v3.24.0.1
Income Taxes - Schedule of Reconciliation of U.S. Statutory Income Tax Rate to Company's Effective Tax Rate (Details)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
U.S. statutory tax rate 21.00% 21.00% 21.00%
State and local taxes, net of federal benefit 3.70% 2.70% 3.10%
Income attributable to non-controlling interests (16.30%) (9.30%) (9.30%)
Subtotal 8.40% 14.40% 14.80%
Non-creditable foreign and domestic taxes - non-controlling interest (4.60%) 14.00% (7.00%)
Non-creditable foreign taxes - RE/MAX Holdings (0.50%) 8.10% (3.70%)
Foreign derived intangible income deduction     4.40%
Other permanent differences (3.40%) 4.30% (1.20%)
Uncertain Tax Positions 2.40%   6.10%
Loss on contract settlement     (26.70%)
Adjustments to state taxes     3.90%
162(m) compensation limitation   1.10% (1.80%)
Valuation Allowance (153.10%)    
Effect of permanent difference - reduction in TRA liability 15.00%    
Other (1.30%) (1.20%) 0.10%
Effective tax rate (137.10%) 40.70% (11.10%)
Percentage of non controlling interest income not subject to income taxes 40.00%    
RIHI | RMCO, LLC      
Non-controlling interest ownership of common units in RMCO 40.70% 41.30%  
RIHI | RMCO, LLC | Maximum      
Non-controlling interest ownership of common units in RMCO 40.00%    
v3.24.0.1
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Long-term deferred tax assets    
Goodwill, other intangibles and other assets $ 33,897 $ 36,027
Settlement charge 4,011  
Imputed interest deduction pursuant to tax receivable agreements 2,175 1,960
Operating lease liabilities 5,554 6,559
Compensation and benefits 4,414 4,703
Allowance for doubtful accounts 1,401 1,272
Contingent consideration liability 396 651
Deferred revenue 3,952 3,885
Foreign tax credit carryforward 11,358 9,077
Net operating loss carryforward 2,980 83
163j business interest limitation carryforward 5,536 479
Other 2,161 1,387
Total long term deferred tax assets 77,835 66,083
Valuation allowance (72,849) (9,071)
Total long-term deferred tax assets, net of valuation allowance 4,986 57,012
Long-term deferred tax liabilities    
Property and equipment and other long-lived assets (27) (281)
Goodwill, other intangibles and other assets (12,543) (13,768)
Operating lease assets (3,109) (3,831)
Other (104) (804)
Total long-term deferred tax liabilities (15,783) (18,684)
Total deferred tax assets and liabilities $ (10,797)  
Total deferred tax assets and liabilities   $ 38,328
v3.24.0.1
Income Taxes - Uncertain tax positions (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]    
Balance, beginning $ 1,014 $ 1,587
Decrease related to prior year tax positions (756) (882)
Increase related to tax positions from acquired companies   309
Balance, ending 258 1,014
Income Taxes Payable    
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]    
Accrued interest and penalties $ 100 $ 300
v3.24.0.1
Income Taxes - Additional Information (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2023
USD ($)
Minority Interest [Line Items]  
Unutilized foreign tax credit carryforward amount $ 11.4
Minimum  
Minority Interest [Line Items]  
Income tax examination, period 3 years
Maximum  
Minority Interest [Line Items]  
Income tax examination, period 4 years
v3.24.0.1
Equity-Based Compensation - 2023 Omnibus Incentive Plan (Details)
$ in Thousands
 3 Months Ended 12 Months Ended
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
employee
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Employee stock-based compensation expense          
Equity-based compensation expense     $ 19,536 $ 22,044 $ 34,298
Tax benefit from equity-based compensation     (2,834) (3,238) (5,052)
Deficit / (excess) tax benefit from equity-based compensation     965 536 (121)
Net compensation cost     17,667 19,342 29,125
Accelerated expense $ 500 $ 2,200   2,200  
Time-based awards          
Employee stock-based compensation expense          
Equity-based compensation expense     12,305 16,103 21,042
Accelerated expense       2,200  
Time-based awards | Employees and former owner          
Employee stock-based compensation expense          
Accelerated expense   $ 1,400      
Number of employees departed | employee   2      
Performance-based awards          
Employee stock-based compensation expense          
Equity-based compensation expense     3,718 2,175 6,073
Bonus settled in shares          
Employee stock-based compensation expense          
Equity-based compensation expense     $ 3,513 $ 3,766 $ 7,183
v3.24.0.1
Equity-Based Compensation - Time-Based Restricted Stock (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Restricted Stock Units        
Vesting Period   3 years    
Time-based awards        
Restricted Stock Units        
Nonvested at beginning of period   611,102    
Granted   1,019,620    
Shares vested (including tax withholding)   (458,707)    
Forfeited   (105,421)    
Nonvested at end of period 1,066,594 1,066,594 611,102  
Nonvested at beginning of period, Weighted average grant date fair value per share   $ 32.23    
Granted, Weighted average grant date fair value per share   15.50 $ 32.23 $ 36.84
Shares vested (including tax withholding) , Weighted average grant date fair value per share   28.88    
Forfeited, Weighted average grant date fair value per share   22.13    
Nonvested at end of period, Weighted average grant date fair value per share $ 18.68 $ 18.68 $ 32.23  
Unrecognized compensation cost $ 9.6 $ 9.6    
Period for recognition of RSU compensation expense   1 year 9 months 18 days    
Time-based awards | Directors        
Restricted Stock Units        
Vesting Period   1 year    
Time-based awards | Employees | Minimum        
Restricted Stock Units        
Vesting Period   2 years    
Time-based awards | Employees | Maximum        
Restricted Stock Units        
Vesting Period   3 years    
Time-based awards | Former Owner | Minimum        
Restricted Stock Units        
Vesting Period   2 years    
Time-based awards | Former Owner | Maximum        
Restricted Stock Units        
Vesting Period   4 years    
Time-based awards | CEO        
Restricted Stock Units        
Granted 287,364      
Granted, Weighted average grant date fair value per share $ 8.98      
v3.24.0.1
Equity-Based Compensation - Performance-based Restricted Stock (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Restricted Stock Units        
Vesting Period   3 years    
Performance-based awards        
Restricted Stock Units        
Vesting Period   3 years    
Number of shares that will vest if minimum threshold conditions are not met   0    
Nonvested at beginning of period   143,199    
Granted   826,062    
Shares vested (including tax withholding)   (134,114)    
Forfeited   (51,757)    
Nonvested at end of period 783,390 783,390 143,199  
Nonvested at beginning of period, Weighted average grant date fair value per share   $ 33.47    
Granted, Weighted average grant date fair value per share   7.95 $ 33.47 $ 31.02
Shares vested (including tax withholding) , Weighted average grant date fair value per share   28.68    
Forfeited, Weighted average grant date fair value per share   26.04    
Nonvested at end of period, Weighted average grant date fair value per share $ 7.87 $ 7.87 $ 33.47  
Unrecognized compensation cost $ 3.6 $ 3.6    
Period for recognition of RSU compensation expense   1 year 9 months 18 days    
Additional shares available to grant under plan (in shares) 2,554,960 2,554,960    
Performance-based awards | Maximum        
Restricted Stock Units        
Shares issued upon participants target award   200.00%    
Performance-based awards | Minimum        
Restricted Stock Units        
Shares issued upon participants target award   0.00%    
Performance-based awards | CEO        
Restricted Stock Units        
Granted 580,648      
Granted, Weighted average grant date fair value per share $ 2.99      
v3.24.0.1
Commitments and Contingencies (Details)
$ in Thousands
 3 Months Ended 12 Months Ended
Feb. 01, 2024
USD ($)
Jan. 18, 2024
defendant
Oct. 31, 2023
USD ($)
defendant
Sep. 15, 2023
USD ($)
D
installment
Sep. 05, 2023
USD ($)
Dec. 31, 2023
USD ($)
Sep. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Apr. 22, 2023
item
class
Commitments and Contingencies                  
Settlement amount               $ 55,150  
Moehrl Related Antitrust Litigations                  
Commitments and Contingencies                  
Number of classes of home sellers | class                 2
Number of covered multiple listing service | item                 20
Moehrl Related Antitrust Litigations | Pending Litigation | MLS Property Information Network, Inc [Member]                  
Commitments and Contingencies                  
Settlement amount         $ 3,000        
Moehrl Related Antitrust Litigations | Settled Litigation | National Association of Realtors, HomeServices of America, Inc., Keller Williams Realty, Inc [Member]                  
Commitments and Contingencies                  
Conspiracy existed and awarded     $ 1,800,000            
Number of Defendants | defendant     3            
Moehrl Related Antitrust Litigations | Settled Litigation | Keller Williams Realty, Inc [Member] | Subsequent Event                  
Commitments and Contingencies                  
Total settlement amount $ 70,000                
Nationwide Claims | Settled Litigation                  
Commitments and Contingencies                  
Settlement amount       $ 55,000          
Number of installments | installment       3          
The percentage of amount deposited in the settlement fund           25.00% 25.00%    
The amount deposited in the settlement fund           $ 13,800 $ 13,800    
Nationwide Claims | Settled Litigation | Scenario, Plan [Member]                  
Commitments and Contingencies                  
The percentage of amount deposited in the settlement fund       50.00%          
Number of business days of final court approval of settlement | D       10          
Toronto Regional Real Estate Board [Member] | Pending Litigation | Subsequent Event                  
Commitments and Contingencies                  
Number of Defendants | defendant   70              
v3.24.0.1
Defined-Contribution Savings Plan (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Defined-Contribution Savings Plan      
Matching contribution expenses $ 2.6 $ 3.2 $ 1.5
v3.24.0.1
Segment Information (Details)
 12 Months Ended
Dec. 31, 2023
segment
Segment Information  
Number of operating segments 4
v3.24.0.1
Segment Information - Revenue (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Segment Reporting Information      
Total revenue $ 325,671 $ 353,386 $ 329,701
Real Estate      
Segment Reporting Information      
Total revenue 227,182 249,272 235,124
Mortgage      
Segment Reporting Information      
Total revenue 13,993 12,388 10,051
Marketing Funds fees      
Segment Reporting Information      
Total revenue 83,861 90,319 82,391
Other.      
Segment Reporting Information      
Total revenue 635 1,407 2,135
Continuing franchise fees      
Segment Reporting Information      
Total revenue 127,384 133,389 118,504
Continuing franchise fees | Real Estate      
Segment Reporting Information      
Total revenue 116,472 123,272 110,613
Continuing franchise fees | Mortgage      
Segment Reporting Information      
Total revenue 10,912 10,117 7,891
Annual dues      
Segment Reporting Information      
Total revenue 33,904 35,676 35,549
Annual dues | Real Estate      
Segment Reporting Information      
Total revenue 33,904 35,676 35,549
Broker fees      
Segment Reporting Information      
Total revenue 51,012 62,939 65,456
Broker fees | Real Estate      
Segment Reporting Information      
Total revenue 51,012 62,939 65,456
Franchise sales and other revenue      
Segment Reporting Information      
Total revenue 29,510 31,063 27,801
Franchise sales and other revenue | Real Estate      
Segment Reporting Information      
Total revenue 25,794 27,385 23,506
Franchise sales and other revenue | Mortgage      
Segment Reporting Information      
Total revenue $ 3,081 $ 2,271 $ 2,160
v3.24.0.1
Segment Information - Reconciliation (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2021
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated                  
Adjusted EBITDA             $ 96,288 $ 121,632 $ 119,583
Settlement charge             (55,150)    
Loss on contract settlement                 (40,900)
Loss on extinguishment of debt                 (264)
Impairment charge - leased assets     $ (2,500)   $ (3,700)     (6,248)  
Impairment charge - goodwill   $ (7,100)         (18,633) (7,100) (5,123)
Loss on lease termination       $ (2,500)       (2,460)  
Equity-based compensation expense             (19,536) (22,044) (34,298)
Acquisition-related expense             (263) (1,859) (17,422)
Fair value adjustments to contingent consideration             533 133 (309)
Restructuring charges             (4,210) (8,690)  
Gain on reduction in tax receivable agreement liability             25,298 702 (382)
Other             (2,131) (726) (586)
Interest income             4,420 1,460 217
Interest expense             (35,741) (20,903) (11,344)
Depreciation and amortization             (32,414) (35,769) (31,333)
Income (loss) before provision for income taxes             (41,539) 18,128 (22,161)
Real Estate                  
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated                  
Adjusted EBITDA             104,305 128,301 125,153
Impairment charge - goodwill           $ 5,100   (7,100)  
Mortgage                  
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated                  
Adjusted EBITDA             (6,920) (6,368) (5,321)
Impairment charge - goodwill $ (18,600)           (18,633)    
Other.                  
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated                  
Adjusted EBITDA             $ (1,097) $ (301) $ (249)
v3.24.0.1
Segment Information - Summary of Total Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Segment Total Assets [Line Items]    
Total assets $ 577,150 $ 695,234
Real Estate    
Segment Total Assets [Line Items]    
Total assets 473,659 588,216
Marketing Funds fees    
Segment Total Assets [Line Items]    
Total assets 69,710 64,755
Mortgage    
Segment Total Assets [Line Items]    
Total assets 33,722 42,143
Other.    
Segment Total Assets [Line Items]    
Total assets $ 59 $ 120
v3.24.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure      
Net Income (Loss) $ (69,022) $ 6,110 $ (15,616)
v3.24.0.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Modified false
Rule 10b5-1 Arrangement Modified false