RE/MAX HOLDINGS, INC., 10-K filed on 2/21/2020
Annual Report
v3.19.3.a.u2
Document and Entity Information - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2019
Jan. 31, 2020
Jun. 30, 2019
Document Information [Line Items]      
Document Type 10-K    
Document Annual Report true    
Document Transition Report false    
Document Period End Date Dec. 31, 2019    
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 Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
Entity Shell Company false    
Current Fiscal Year End Date --12-31    
Document Fiscal Year Focus 2019    
Document Fiscal Period Focus FY    
Entity Central Index Key 0001581091    
Amendment Flag false    
Entity Public Float     $ 534.2
Common Class A      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   17,909,545  
Common Class B      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   1  
v3.19.3.a.u2
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Current assets:    
Cash and cash equivalents $ 83,001 $ 59,974
Restricted cash 20,600 0
Accounts and notes receivable, current portion, less allowances of $12,538 and $7,980, respectively 28,644 21,185
Income taxes receivable 896 533
Other current assets 9,638 5,855
Total current assets 142,779 87,547
Property and equipment, net of accumulated depreciation of $14,940 and $13,280, respectively 5,444 4,390
Operating lease right of use assets 51,129 0
Franchise agreements, net 87,670 103,157
Other intangible assets, net 32,315 22,965
Goodwill 159,038 150,684
Deferred tax assets, net 52,595 53,852
Income taxes receivable, net of current portion 1,690 1,379
Other assets, net of current portion 9,692 4,399
Total assets 542,352 428,373
Current liabilities:    
Accounts payable 2,983 1,890
Accrued liabilities 60,163 13,143
Income taxes payable 6,854 208
Deferred revenue 25,663 25,489
Current portion of debt 2,648 2,622
Current portion of payable pursuant to tax receivable agreements 3,583 3,567
Operating lease liabilities 5,102 0
Total current liabilities 106,996 46,919
Debt, net of current portion 223,033 225,165
Payable pursuant to tax receivable agreements, net of current portion 33,640 37,220
Deferred tax liabilities, net 293 400
Income taxes payable, net of current portion 0 5,794
Deferred revenue, net of current portion 18,763 20,224
Operating lease liabilities, net of current portion 55,959 0
Other liabilities, net of current portion 5,292 17,637
Total liabilities 443,976 353,359
Commitments and contingencies (note 15)
Stockholders' equity:    
Additional paid-in capital 466,945 460,101
Retained earnings 30,525 20,559
Accumulated other comprehensive income, net of tax 414 328
Total stockholders' equity attributable to RE/MAX Holdings, Inc. 497,886 480,990
Non-controlling interest (399,510) (405,976)
Total stockholders' equity 98,376 75,014
Total liabilities and stockholders' equity 542,352 428,373
Common Class A    
Stockholders' equity:    
Common stock 2 2
Common Class B    
Stockholders' equity:    
Common stock $ 0 $ 0
v3.19.3.a.u2
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Accounts and notes receivable, allowance $ 12,538 $ 7,980
Property and equipment, accumulated depreciation $ 14,940 $ 13,280
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 17,838,233 17,754,416
Common stock, shares outstanding 17,838,233 17,754,416
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
v3.19.3.a.u2
Consolidated Statements of Income - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Revenue:      
Total revenue $ 282,293 $ 212,626 $ 193,714
Operating expenses:      
Selling, operating and administrative expenses 118,890 120,179 106,946
Marketing Funds expenses 72,299 0 0
Depreciation and amortization 22,323 20,678 20,512
Loss on sale or disposition of assets, net 342 63 660
Gain on reduction in tax receivable agreement liability (note 4) 0 (6,145) (32,736)
Total operating expenses 213,854 134,775 95,382
Operating income 68,439 77,851 98,332
Other expenses, net:      
Interest expense (12,229) (12,051) (9,996)
Interest income 1,446 676 352
Foreign currency transaction gains (losses) 109 (312) 174
Total other expenses, net (10,674) (11,687) (9,470)
Income before provision for income taxes 57,765 66,164 88,862
Provision for income taxes (10,909) (16,342) (57,542)
Net income 46,856 49,822 31,320
Less: net income attributable to non-controlling interest (note 4) 21,816 22,939 21,221
Net income attributable to RE/MAX Holdings, Inc. $ 25,040 $ 26,883 $ 10,099
Common Class A      
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock      
Basic $ 1.41 $ 1.52 $ 0.57
Diluted $ 1.40 $ 1.51 $ 0.57
Weighted average shares of Class A common stock outstanding      
Basic 17,812,065 17,737,649 17,688,533
Diluted 17,867,752 17,767,499 17,731,800
Cash dividends declared per share of Class A common stock $ 0.84 $ 0.80 $ 0.72
Continuing franchise fees      
Revenue:      
Total revenue $ 99,928 $ 101,104 $ 93,694
Annual dues      
Revenue:      
Total revenue 35,409 35,894 33,767
Broker fees      
Revenue:      
Total revenue 45,990 46,871 43,801
Marketing Funds fees      
Revenue:      
Total revenue 72,299 0 0
Franchise sales and other revenue      
Revenue:      
Total revenue $ 28,667 $ 28,757 $ 22,452
v3.19.3.a.u2
Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Consolidated Statements of Comprehensive Income      
Net income $ 46,856 $ 49,822 $ 31,320
Change in cumulative translation adjustment 166 (253) 1,037
Other comprehensive income (loss), net of tax 166 (253) 1,037
Comprehensive income 47,022 49,569 32,357
Less: comprehensive income attributable to non-controlling interest 21,896 22,817 21,752
Comprehensive income attributable to RE/MAX Holdings, Inc., net of tax $ 25,126 $ 26,752 $ 10,605
v3.19.3.a.u2
Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Common Stock
Common Class A
Common Stock
Common Class B
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income (loss), net of tax
Non-controlling interest
Common Class A
Common Class B
Total
Beginning balance, Value at Dec. 31, 2016 $ 2   $ 448,713 $ 10,676 $ (47) $ (418,729)     $ 40,615
Beginning balance, Shares at Dec. 31, 2016 17,652,548 1              
Net income       10,099   21,221     31,320
Distributions to non-controlling unitholders           (17,257)     (17,257)
Equity-based compensation expense and related dividend equivalents, value     2,900 (53)         2,847
Equity-based compensation expense and related dividend equivalents, shares 58,426                
Dividends to Class A common stockholders       (12,740)         (12,740)
Change in accumulated other comprehensive income         506 531     1,037
Payroll taxes related to net settled restricted stock units, value     (816)           (816)
Payroll taxes related to net settled restricted stock units, shares (13,983)                
Other     402           402
Ending balance, Value at Dec. 31, 2017 $ 2   451,199 7,982 459 (414,234)     45,408
Ending balance, Shares at Dec. 31, 2017 17,696,991 1              
Net income       26,883   22,939     49,822
Distributions to non-controlling unitholders           (14,559)     (14,559)
Equity-based compensation expense and related dividend equivalents, value     9,314 (112)         9,202
Equity-based compensation expense and related dividend equivalents, shares 73,462                
Dividends to Class A common stockholders       (14,194)         (14,194)
Change in accumulated other comprehensive income         (131) (122)     (253)
Payroll taxes related to net settled restricted stock units, value     (895)           (895)
Payroll taxes related to net settled restricted stock units, shares (16,037)                
Other     483           483
Ending balance, Value at Dec. 31, 2018 $ 2   460,101 20,559 328 (405,976)     75,014
Ending balance, Shares at Dec. 31, 2018 17,754,416 1         17,754,416 1  
Net income       25,040   21,816     46,856
Distributions to non-controlling unitholders           (15,430)     (15,430)
Equity-based compensation expense and related dividend equivalents, value     7,375 (104)         7,271
Equity-based compensation expense and related dividend equivalents, shares 106,390                
Dividends to Class A common stockholders       (14,970)         (14,970)
Change in accumulated other comprehensive income         86 80     166
Payroll taxes related to net settled restricted stock units, value     (1,110)           (1,110)
Payroll taxes related to net settled restricted stock units, shares (22,573)                
Other     579           579
Ending balance, Value at Dec. 31, 2019 $ 2   $ 466,945 $ 30,525 $ 414 $ (399,510)     $ 98,376
Ending balance, Shares at Dec. 31, 2019 17,838,233 1         17,838,233 1  
v3.19.3.a.u2
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Cash flows from operating activities:      
Net income $ 46,856 $ 49,822 $ 31,320
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 22,323 20,678 20,512
Bad debt expense 4,964 2,257 1,109
Loss (gain) on sale or disposition of assets and sublease, net 342 (139) 4,260
Equity-based compensation expense 10,934 9,176 2,900
Deferred income tax expense 2,310 9,511 47,931
Fair value adjustments to contingent consideration 241 (1,289) 180
Payments pursuant to tax receivable agreements (3,556) (6,305) (13,371)
Non-cash change in tax receivable agreement liability 0 (6,145) (32,736)
Other, net 910 1,127 1,146
Changes in operating assets and liabilities      
Accounts and notes receivable, current portion (5,614) (3,241) (2,825)
Advances from/to affiliates 0 581 (106)
Other current and noncurrent assets (6,084) 2,170 (2,724)
Other current and noncurrent liabilities 6,737 (3,466) 1,592
Income taxes receivable/payable 178 1,099 (605)
Deferred revenue, current and noncurrent (1,566) 228 4,705
Net cash provided by operating activities 78,975 76,064 63,288
Cash flows from investing activities:      
Purchases of property, equipment and capitalization of software (13,226) (7,787) (2,198)
Acquisitions, net of cash acquired of $55, $362 and $0, respectively (14,945) (25,888) (35,720)
Restricted cash acquired with the Marketing Funds acquisition 28,495 0 0
Other (1,200) 0 0
Net cash used in investing activities (876) (33,675) (37,918)
Cash flows from financing activities:      
Payments on debt (2,622) (3,171) (2,366)
Distributions paid to non-controlling unitholders (15,430) (14,559) (17,260)
Dividends and dividend equivalents paid to Class A common stockholders (15,074) (14,306) (12,793)
Payment of payroll taxes related to net settled restricted stock units (1,110) (895) (816)
Payment of contingent consideration (306) (221)  
Net cash used in financing activities (34,542) (33,152) (33,235)
Effect of exchange rate changes on cash 70 (70) 1,063
Net increase (decrease) in cash, cash equivalents and restricted cash 43,627 9,167 (6,802)
Cash, cash equivalents and restricted cash, beginning of year 59,974 50,807 57,609
Cash, cash equivalents and restricted cash, end of period 103,601 59,974 50,807
Supplemental disclosures of cash flow information:      
Cash paid for interest 11,690 11,525 9,972
Net cash paid for income taxes 8,429 5,769 10,078
Schedule of non-cash investing activities:      
Increase (decrease) in accounts payable and accrued liabilities for purchases of property, equipment and capitalization of software $ (94) $ 1,080 $ 295
v3.19.3.a.u2
Consolidated Statements of Cash Flows (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Consolidated Statements of Cash Flows      
Cash acquired $ 55 $ 362 $ 0
v3.19.3.a.u2
Business and Organization
 12 Months Ended
Dec. 31, 2019
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, 2019, Holdings owns 58.7% of the common membership units in RMCO, while RIHI, Inc. (“RIHI”) owns the remaining 41.3%. Holdings and its consolidated subsidiaries, including RMCO, are referred to hereinafter as the “Company.”

The Company is a franchisor in the real estate industry, franchising real estate brokerages globally under the RE/MAX brand (“RE/MAX”) and mortgage brokerages within the United States (“U.S.”) under the Motto Mortgage brand (“Motto”). RE/MAX, founded in 1973, has over 130,000 agents operating in over 8,000 offices and a presence in more than 110 countries and territories. Motto, founded in 2016, is the first nationally franchised mortgage brokerage in the U.S. During 2018, the Company acquired all membership interests in booj, LLC, formerly known as Active Website, LLC, (“booj”), a real estate technology company. RE/MAX and Motto are 100% franchised and do not operate any real estate or mortgage brokerage offices.

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 Liniger, the Company’s Chairman and Co-Founder, and Gail Liniger, the Company’s Vice Chair and Co-Founder. On October 7, 2018, pursuant to the terms of the Company’s Certificate of Incorporation, RIHI lost its previous effective control of a majority of the voting power of Holdings common stock. RIHI owns all Holdings’ Class B common stock which, prior to October 7, 2018, entitled RIHI to a number of votes on matters presented to Holdings stockholders equal to two times the number of RMCO common units that RIHI held. Effective October 7, 2018, the voting power of Class B common stock was reduced to equal the number of RMCO common units held, and therefore RIHI lost the controlling vote of Holdings. As a result of this change in the voting rights of the Class B common stock, RIHI no longer controls a majority of the voting power of Holdings’ common stock, and Holdings is no longer considered a “controlled company” under the corporate governance standards of the New York Stock Exchange (the “NYSE”).

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.

v3.19.3.a.u2
Summary of Significant Accounting Policies
 12 Months Ended
Dec. 31, 2019
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, 2019 and 2018, the results of its operations and comprehensive income, changes in its stockholders’ equity and its cash flows for the years ended December 31, 2019, 2018 and 2017.

On January 1, 2019 the Company acquired all of the regional and pan-regional advertising fund entities previously owned by its founder and Chairman of the Board of Directors, David Liniger, for a nominal amount. During 2018, the Company completed the acquisition of booj, and during 2017 the Company completed the acquisition of an independent region. Their results of operations, cash flows and financial positions are included in the financial statements from their respective dates of acquisition. See Note 6, Acquisitions 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.

Reclassifications

Certain items in the Consolidated Statement of Cash Flows have been reclassified in the years ended December 31, 2018 and 2017 to conform with the current year presentation.

​

Segment Reporting

​

The Company operates under the following segments:

●RE/MAX Franchising – comprises the operations of the Company’s owned and independent global franchising operations under the RE/MAX brand name and corporate-wide shared services expenses.
●Motto Franchising – comprises the operations of the Company’s mortgage broker franchising operations under the Motto Mortgage brand name and 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.
●Other – comprises the legacy operations of booj (see Note 6, Acquisitions for additional information), which, due to quantitative insignificance, do not meet the criteria of a reportable segment.

See Note 18 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 attributable to the non-controlling interest and comprehensive income attributable to the non-controlling interest in the accompanying Consolidated Statements of Income and Consolidated Statements of Comprehensive Income, respectively.

Revenue Recognition

The Company generates the substantial majority 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 training; standardized supplies and other materials used in RE/MAX and Motto offices; and recommended procedures for operation of RE/MAX and Motto offices. The Company concluded that these benefits are highly related and all a 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 training, marketing and events, and legacy booj customers. 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 offices open. Motto offices reach the full monthly billing once the Motto office has been open for 12 to 14 months. This revenue is recognized 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.

Annual Dues

Annual dues are a fixed membership fee paid annually by RE/MAX agents directly to the Company to be a part of the RE/MAX network and use the RE/MAX brand. Annual dues are a flat fee per agent. The Company defers the annual dues revenue when billed and recognizes the revenue ratably over the 12-month period to which it relates. Annual dues revenue is a usage-based royalty as it is dependent on the number of RE/MAX agents.

The activity in the Company’s deferred revenue for annual dues is included in “Deferred revenue” and “Deferred revenue, net of current portion” on the Consolidated Balance Sheets, and consists of the following in aggregate (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Balance at
beginning of period

    

New billings

    

Revenue recognized(a)

    

Balance at end
of period

Year ended December 31, 2019

​

$

15,877

​

$

35,514

​

$

(35,409)

​

$

15,982

(a)Revenue recognized related to the beginning balance was $14.4 million for the year ended December 31, 2019.
(b)

Broker Fees

Broker fees are assessed against real estate commissions paid by customers when a RE/MAX agent sells a home. Generally, the amount paid is 1% of the total commission on the transaction, although in Independent Regions in Canada it is not charged. Additionally, agents in Company-owned Regions existing prior to 2004, the year the Company began assessing broker fees, are generally “grandfathered” and continue to be exempt from paying a broker fee. As of December 31, 2019, grandfathered agents represented approximately 17% of total agents in U.S. Company-owned Regions. Revenue from broker fees is recognized as a sales-based royalty and recognized in the month when a home sale transaction occurs. Motto franchisees do not pay any fees based on the number or dollar value of loans brokered.

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.

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. The activity in the Company’s franchise sales deferred revenue accounts consists of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Balance at
beginning of period

    

New billings

    

Revenue recognized(a)

    

Balance at end
of period

Year ended December 31, 2019

​

$

27,560

​

$

7,750

​

$

(9,426)

​

$

25,884

(a)Revenue recognized related to the beginning balance was $8.4 million for the year ended December 31, 2019.

Commissions Related to Franchise Sales

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at

​

Expense

​

Additions to contract

​

Balance at end

​

    

beginning of period

    

recognized

    

cost for new activity

    

of period

Year ended December 31, 2019

​

$

3,748

​

$

(1,290)

​

$

1,120

​

$

3,578

Other Revenue

Other revenue is primarily revenue from preferred marketing arrangements and event-based revenue from training and other programs. Revenue from preferred marketing arrangements 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. Event-based revenue is recognized when the event occurs and until then amounts collected are included in “Deferred revenue”. Other revenue also includes revenue from booj’s legacy operations for its external customers as booj continues to provide technology products and services, such as websites, mobile apps, reporting and website tools, to its legacy customers and technology subscription revenue such as for the First app.

Disaggregated Revenue

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

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2019

​

2018

​

2017

U.S.

​

$

164,867

​

$

170,496

​

$

160,538

Canada

​

​

23,024

​

​

23,771

​

​

23,189

Global

​

​

11,745

​

​

10,237

​

​

9,431

Total RE/MAX Franchising

​

​

199,636

​

​

204,504

​

​

193,158

U.S.

​

​

64,906

​

​

—

​

​

—

Canada

​

​

6,559

​

​

—

​

​

—

Global

​

​

834

​

​

—

​

​

—

Total Marketing Funds

​

​

72,299

​

​

—

​

​

—

Motto Franchising (a)

​

​

4,542

​

​

2,536

​

​

556

Other

​

​

5,816

​

​

5,586

​

​

—

Total

​

$

282,293

​

​

212,626

​

​

193,714

(a)Revenue from the Motto Franchising segment is derived exclusively within the U.S.

In the following table, segment revenue is disaggregated by Company-owned or Independent Regions in the U.S., Canada and Global (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2019

​

2018

​

2017

Company-owned Regions

​

$

128,972

​

$

133,925

​

$

125,092

Independent Regions

​

​

44,686

​

​

46,289

​

​

44,799

Global and Other

​

​

25,978

​

​

24,290

​

​

23,267

Total RE/MAX Franchising

​

​

199,636

​

​

204,504

​

​

193,158

Marketing Funds

​

​

72,299

​

​

—

​

​

—

Motto Franchising

​

​

4,542

​

​

2,536

​

​

556

Other

​

​

5,816

​

​

5,586

​

​

—

Total

​

$

282,293

​

$

212,626

​

$

193,714

​

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):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

2020

    

2021

    

2022

    

2023

    

2024

    

Thereafter

    

Total

Annual dues

​

$

15,982

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

15,982

Franchise sales

​

​

7,141

​

​

5,801

​

​

4,368

​

​

2,881

​

​

1,589

​

​

4,104

​

​

25,884

Total

​

$

23,123

​

$

5,801

​

$

4,368

​

$

2,881

​

$

1,589

​

$

4,104

​

$

41,866

​

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,

​

    

2019

​

2018

Cash and cash equivalents

​

$

83,001

​

$

59,974

Restricted cash

​

​

20,600

​

​

—

Total cash, cash equivalents and restricted cash

​

$

103,601

​

$

59,974

​

Services Provided to the Marketing Funds by RE/MAX Franchising

​

RE/MAX Franchising charges the Marketing Funds for various services it performs. These services are primarily comprised of (a) providing agent marketing technology, including customer relationship management tools, the www.remax.com website, agent and office websites, and mobile apps, (b) dedicated employees focused on marketing campaigns, and (c) various administrative services including accounting and legal. Because these costs are ultimately paid by the Marketing Funds, they do not impact the net income of Holdings as the Marketing Funds have no reported net income.

Costs charged from RE/MAX Franchising to the Marketing Funds are as follows (in thousands):

​

​

​

​

​

​

Year Ended

​

​

December 31, 2019

Technology development - operating

​

$

6,244

Technology development - capital

​

​

5,095

Marketing staff and administrative services (a)

​

​

3,763

Total

​

$

15,102

(a)Costs charged to the Marketing Funds for the years ended December 31, 2018 and 2017, while the Marketing Funds were a related party, were $3.8 million and $3.4 million, respectively.

​

Prior to January 1, 2019, the Marketing Funds were not owned by the Company (see Note 6 Acquisitions). During that time, the Marketing funds still incurred significant technology costs, however, these services were provided by and paid directly to third parties and were not provided by the Company. In 2019, RE/MAX Franchising (through the booj technology team) began providing these services as noted above.

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 marketing to customers, to expand the Company’s franchises and outsourced technology services.

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. 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 allowances against its accounts and notes receivable balances for estimated probable losses. Increases and decreases in the allowance for doubtful accounts are established based upon changes in the credit quality of receivables and are included as a component of “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. The allowance for doubtful accounts and notes is based on historical experience, general economic conditions, and the credit quality of specific accounts.

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at beginning of period

​

Additions/charges to cost and expense for allowances for doubtful accounts (a)

​

Deductions/write-offs

​

Balance at end of period

Year Ended December 31, 2019

​

$

7,980

​

$

4,964

​

$

(406)

​

$

12,538

Year Ended December 31, 2018

    

$

7,223

​

$

2,257

​

$

(1,500)

​

$

7,980

Year Ended December 31, 2017

​

$

6,458

​

$

1,109

​

$

(344)

​

$

7,223

​

(a) For the year ended December 31, 2019, $1.5 million of expense was attributable to the acquired Marketing Funds.

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, 2019, 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 subsidiary which is the Canadian Dollar.

Assets and liabilities of the Canadian subsidiary are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of income and cash flows are translated at the average exchange rates in effect during the applicable period. Exchange rate fluctuations on translating consolidated foreign currency financial statements into U.S. dollars that result in unrealized gains or losses are referred to as translation adjustments. Cumulative translation adjustments are recorded as a component of “Accumulated other comprehensive income,” and periodic changes are included in comprehensive income. When the Company sells a part or all of its investment in a foreign entity resulting in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided, it releases any related cumulative translation adjustment into net income.

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

In addition, the Company owns the principal trademarks, service marks and trade names that it uses in conjunction with operating its business. These intangible assets increase when the Company pays to file trademark applications in the U.S. and certain other jurisdictions globally. The Company’s trademarks are amortized on a straight-line basis over their estimated useful lives.

The Company reviews its franchise agreements and other intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is 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, 2019, 2018 and 2017, 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, such as franchise sales for Motto, and applying and 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.

The Company did not record any goodwill impairments during the years ended December 31, 2019, 2018 and 2017.

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.

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.

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

Equity-Based Compensation

The Company recognizes compensation expense associated with equity-based compensation as a component of “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. All equity-based compensation is required to be measured at fair value 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. Refer to Note 13, Equity-Based Compensation for additional discussion regarding details of the Company’s equity-based compensation plans.

Recently Adopted Accounting Pronouncements

In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220), which adjusts the classification of stranded tax effects resulting from the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. ASU 2018-02 became effective for the Company on January 1, 2019. The standard is to be applied either in the period of adoption or retrospectively to each period affected by the Tax Cuts and Jobs Act. The Company completed the majority of its accounting for the tax effects of the Tax Cuts and Jobs Act as of December 31, 2017. The amendments of ASU 2018-02 did not have a significant impact on the Company’s consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), with several subsequent amendments, which requires lessees to recognize the assets and liabilities that arise from operating and finance leases on the consolidated balance sheets, with a few exceptions. ASU 2016-02 became effective for the Company on January 1, 2019 and replaced the existing lease guidance in U.S. GAAP when it became effective. The Company did not retrospectively recast prior periods presented and instead adjusted assets and liabilities on January 1, 2019. In addition, the Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to forgo reassessing (a) whether a contract contains a lease, (b) lease classification, and (c) whether capitalized costs associated with a lease are initial direct costs. The practical expedient was applied consistently to all the Company’s leases, including those for which the Company acts as the lessor. In addition, the Company elected the practical expedient relating to the combination of lease and non-lease components as a single lease component. The Company chose not to apply the hindsight practical expedient. The new lease guidance has been applied to all the Company’s leases as of January 1, 2019, which impacted how operating lease assets and liabilities were recorded within the Consolidated Balance Sheet, resulting in the recording of approximately $65.8 million of lease liabilities and approximately $55.6 million of right-of-use (“ROU”) assets on the Consolidated Balance Sheet. Deferred rent and sublease loss balances as of January 1, 2019 of approximately $9.3 million and approximately $2.4 million, respectively, and intangible assets of approximately $1.5 million were subsumed into the ROU asset at transition. Adoption of the new standard did not materially affect the Company’s consolidated net earnings and had no impact on cash flows. See Note 3, Leases, for more information.

In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350), which simplifies the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. The Company early adopted ASU 2017-04 and it was effective for annual and interim impairment tests beginning January 1, 2019 using a prospective approach. The adoption of this standard had no impact on the Company’s financial statements and related disclosures.

New Accounting Pronouncements Not Yet Adopted

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract, which clarifies that implementation costs incurred by customers in cloud computing arrangements are deferred if they would be capitalized by customers in the software licensing arrangements under the internal-use software guidance. ASU 2018-15 also clarifies that any capitalized costs should not be recorded to “Depreciation and amortization” in the Consolidated Statements of Income. ASU 2018-15 is effective for the Company beginning January 1, 2020 and provides for the alternative to adopt the ASU (a) prospectively only for new costs incurred after the adoption date or (b) by adjusting existing costs to comply with this standard, including the requirement to present the amortization of costs outside “Depreciation and amortization”. The Company plans to adopt this ASU prospectively to all new implementation costs incurred after adoption. Given this implementation approach, the adoption of the standard on January 1, 2020 will have no immediate impact.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), which eliminates certain disclosure requirements for fair value measurements and requires new or modified disclosures. ASU 2018-13 is effective for the Company beginning January 1, 2020; early adoption is permitted. Certain changes are applied retrospectively to each period presented and others are to be applied either in the period of adoption or prospectively. The Company believes the amendments of ASU 2018-13 will not have a significant impact on the Company’s financial statements and related disclosures.

v3.19.3.a.u2
Leases
 12 Months Ended
Dec. 31, 2019
Leases  
Leases

3. Leases

The Company leases corporate offices, a distribution center, billboards and certain equipment. As all franchisees are independently owned and operated, there are no leases recognized for any offices used by the Company’s franchisees. The leases have remaining lease terms ranging from less than a year up to 14, some of which include one or more options to renew, with renewal terms that can extend the lease term from one to 20 years depending on the lease. Of these renewal options, the Company determined that none are reasonably certain to be exercised. All the Company’s material leases are classified as operating leases.

The Company has a lease for its corporate headquarters office building (the “Master Lease”) that expires in 2028. The Company may, at its option, extend the Master Lease for two renewal periods of 10 years. Under the terms of the Master Lease, the Company pays an annual base rent, which escalates 3% each year, including the first optional renewal period. The second optional renewal period resets to fair market rental value, and the rent escalates 3% each year until expiration. The Company pays for insurance, property taxes and operating expenses of the leased space. The Master Lease is the Company’s only significant lease.

The Company acts as the lessor for four sublease agreements on its corporate headquarters, consisting solely of operating leases, each of which include a renewal option for the lessee to extend the length of the lease. Renewal options for two of the sublease agreements are contingent upon renewal of the corporate headquarters lease, which is not reasonably certain to be exercised in 2028. As such, the Company determined these sublease renewal options are not reasonably certain to be exercised. Renewal options for the remaining two sublease agreements have already been exercised and will expire before the end of the corporate headquarters lease in 2028.

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

The Company used its Senior Secured Credit Facility interest rate to extrapolate a rate for each of its leases to calculate the present value of the lease liability and right-of-use asset. A summary of the Company’s lease cost is as follows (in thousands, except for weighted-averages):

​

​

​

​

​

​

​

​

Year Ended December 31, 2019

​

Lease Cost

​

​

​

​

Operating lease cost (a)

​

$

12,259

​

Sublease income

​

​

(1,508)

​

Short-term lease cost (b)

​

​

6,495

​

Total lease cost

​

$

17,246

​

Other information

​

​

​

​

Cash paid for amounts included in the measurement of lease liabilities

​

​

​

​

Operating cash outflows from operating leases

​

$

8,507

​

Weighted-average remaining lease term in years - operating leases

​

​

8.4

​

Weighted-average discount rate - operating leases

​

​

6.3

%

(a)Includes approximately $3.7 million of taxes, insurance and maintenance.
(b)Includes expenses associated with short-term leases of billboard advertisements and is included in “Marketing Funds expenses” on the Consolidated Statements of Income.

Maturities under non-cancellable leases as of December 31, 2019 were as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Rent Payments

​

Sublease Receipts

​

Total Cash Outflows

Year ending December 31:

​

​

​

​

​

​

​

​

​

2020

    

$

8,756

​

$

(888)

​

$

7,868

2021

​

​

9,010

​

​

(775)

​

​

8,235

2022

​

​

9,002

​

​

(804)

​

​

8,198

2023

​

​

9,173

​

​

(822)

​

​

8,351

2024

​

​

9,439

​

​

(785)

​

​

8,654

Thereafter

​

​

34,235

​

​

(597)

​

​

33,638

Total lease payments

​

$

79,615

​

$

(4,671)

​

$

74,944

Less: imputed interest

​

​

18,554

​

​

​

​

​

​

Present value of lease liabilities

​

$

61,061

​

​

​

​

​

​

​

As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting, maturities under non-cancellable leases as of December 31, 2018 were as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Rent Payments

​

Sublease Receipts

​

Total Cash Outflows

Year ending December 31:

​

​

​

​

​

​

​

​

​

2019

    

$

9,402

​

$

(1,087)

​

$

8,315

2020

​

​

9,601

​

​

(873)

​

​

8,728

2021

​

​

9,341

​

​

(775)

​

​

8,566

2022

​

​

9,011

​

​

(804)

​

​

8,207

2023

​

​

9,169

​

​

(827)

​

​

8,342

Thereafter

​

​

43,556

​

​

(1,382)

​

​

42,174

Total lease payments

​

$

90,080

​

$

(5,748)

​

$

84,332

​
v3.19.3.a.u2
Non-controlling Interest
 12 Months Ended
Dec. 31, 2019
Noncontrolling Interest  
Non-controlling Interest

4. Non-controlling Interest

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

​

2019

​

2018

​

​

    

Shares

    

Ownership %

    

Shares

    

Ownership %

 

Non-controlling interest ownership of common units in RMCO

​

12,559,600

​

41.3

%  

12,559,600

​

41.4

%

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

​

17,838,233

​

58.7

%  

17,754,416

​

58.6

%

Total common units in RMCO

​

30,397,833

​

100.0

%  

30,314,016

​

100.0

%

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2019

​

2018

​

2017

​

​

RE/MAX
Holdings,
Inc.

​

Non-controlling
interest

​

Total

​

RE/MAX
Holdings,
Inc.

​

Non-controlling
interest

​

Total

​

RE/MAX
Holdings,
Inc.

​

Non-controlling
interest

​

Total

​

Weighted average ownership percentage of RMCO(a)

​

58.6

%

​

41.4

%

​

100.0

%

​

58.6

%

​

41.4

%

​

100.0

%

​

58.5

%

​

41.5

%

​

100.0

%

Income before provision for income taxes(a)

$

33,850

​

$

23,915

​

$

57,765

​

$

41,238

​

$

24,926

​

$

66,164

​

$

65,493

​

$

23,369

​

$

88,862

​

Provision for income taxes(b)(c)

​

(8,810)

​

​

(2,099)

​

​

(10,909)

​

​

(14,355)

​

​

(1,987)

​

​

(16,342)

​

​

(55,394)

​

​

(2,148)

​

​

(57,542)

​

Net income

$

25,040

​

$

21,816

​

$

46,856

​

$

26,883

​

$

22,939

​

$

49,822

​

$

10,099

​

$

21,221

​

$

31,320

​

​

(a)The weighted average ownership percentage of RMCO differs from the allocation of income before provision for income taxes between Holdings and the non-controlling interest due to (i) certain relatively insignificant expenses and (ii) the significant gain on reduction in TRA liability in 2018 and 2017 attributable only to Holdings. See Note 12, Income Taxes for additional information.
(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 from RMCO. It also includes Holdings’ share of taxes directly incurred by RMCO and its subsidiaries, related primarily to tax liabilities in certain foreign jurisdictions. In 2018 and 2017, the provision for income taxes attributable to Holdings also includes a significant decrease in the value of deferred tax assets. See Note 12, Income Taxes for additional information.
(c)The provision for income taxes attributable to the non-controlling interest represents its share of taxes related primarily to tax liabilities in certain foreign jurisdictions directly incurred by RMCO or its subsidiaries. Because RMCO is a pass-through entity there is no U.S. federal and state income tax provision recorded on the non-controlling interest.

Distributions and Other Payments to Non-controlling Unitholders

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

​

​

​

​

​

​

​

​

​

Year Ended

​

​

December 31, 

​

    

2019

    

2018

Tax and other distributions

​

$

4,880

​

$

4,511

Dividend distributions

​

​

10,550

​

​

10,048

Total distributions to non-controlling unitholders

​

$

15,430

​

$

14,559

On February 19, 2020, the Company declared a distribution to non-controlling unitholders of $2.8 million, which is payable on March 18, 2020.

Holdings Ownership of RMCO and 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. The majority 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, 2019 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. As of December 31, 2019, this liability was $37.2 million and was recorded within “Current portion of payable pursuant to tax receivable agreements” and “Payable pursuant to tax receivable agreement” in the Consolidated Balance Sheets. Similar to the deferred tax assets, the TRA liabilities would increase if Holdings acquires additional common units of RMCO from RIHI.

Both deferred tax assets and TRA liability were substantially reduced by the Tax Cuts and Jobs Act enacted in December 2017. The reduction in the corporate tax rate from 35% to 21% resulted in comparable reductions in both the deferred tax asset amounts and the TRA liabilities. The deferred tax assets and TRA liabilities were further reduced in 2018 as a result of the foreign tax provisions contained in the Tax Cuts and Jobs Act. See Note 12, Income Taxes for further information on the impact of the Tax Cuts and Jobs Act.
v3.19.3.a.u2
Earnings Per Share and Dividends
 12 Months Ended
Dec. 31, 2019
Earnings Per Share and Dividends  
Earnings Per Share and Dividends

5. Earnings Per Share and Dividends

Earnings Per Share

Basic earnings per share (“EPS”) measures the performance of an entity over the reporting period. Diluted EPS measures the performance of an entity over the reporting period while giving effect to all potentially dilutive common shares that were outstanding during the period. The treasury stock method is used to determine the dilutive 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, 

​

​

2019

​

2018

​

2017

Numerator

​

​

​

​

​

​

​

​

​

Net income attributable to RE/MAX Holdings, Inc.

​

$

25,040

​

$

26,883

​

$

10,099

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

​

​

​

​

​

​

​

​

​

Weighted average shares of Class A common stock outstanding

​

​

17,812,065

​

​

17,737,649

​

​

17,688,533

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

​

​

​

​

​

​

​

​

​

Weighted average shares of Class A common stock outstanding

​

​

17,812,065

​

​

17,737,649

​

​

17,688,533

Add dilutive effect of the following:

​

​

​

​

​

​

​

​

​

Restricted stock units

​

​

55,687

​

​

29,850

​

​

43,267

Weighted average shares of Class A common stock outstanding, diluted

​

​

17,867,752

​

​

17,767,499

​

​

17,731,800

Earnings per share of Class A common stock

​

​

​

​

​

​

​

​

​

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

​

$

1.41

​

$

1.52

​

$

0.57

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

​

$

1.40

​

$

1.51

​

$

0.57

​

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

Dividends

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2019

​

2018

​

2017

Quarter end declared

    

Date paid

    

Per share

    

Date paid

    

Per share

    

Date paid

    

Per share

March 31

​

March 20, 2019

​

$

0.21

​

March 21, 2018

​

$

0.20

​

March 22, 2017

​

$

0.18

June 30

​

May 29, 2019

​

​

0.21

​

May 30, 2018

​

​

0.20

​

May 31, 2017

​

​

0.18

September 30

​

August 29, 2019

​

​

0.21

​

August 29, 2018

​

​

0.20

​

August 30, 2017

​

​

0.18

December 31

​

November 27, 2019

​

​

0.21

​

November 28, 2018

​

​

0.20

​

November 29, 2017

​

​

0.18

​

​

​

​

$

0.84

​

​

​

$

0.80

​

​

​

$

0.72

​

On February 19, 2020, the Company’s Board of Directors declared a quarterly dividend of $0.22 per share on all outstanding shares of Class A common stock, which is payable on March 18, 2020 to stockholders of record at the close of business on March 4, 2020.
v3.19.3.a.u2
Acquisitions
 12 Months Ended
Dec. 31, 2019
Acquisitions  
Acquisitions

6. Acquisitions

First

On December 16, 2019, the Company acquired First Leads, Inc. (“First”) for $15 million in cash generated from operations. First is a mobile app that leverages data science, machine learning and human interaction to help real estate professionals better leverage the value of their personal network and was acquired to complement the Company’s technology offerings and booj Platform.

Marketing Funds

​

On January 1, 2019, the Company acquired all of the regional and pan-regional advertising fund entities previously owned by its founder and Chairman of the Board of Directors, David Liniger, for a nominal amount. As in the past, the Marketing Funds are contractually obligated to use the funds collected to support both regional and pan-regional marketing campaigns designed to build and maintain brand awareness and to support the Company’s agent marketing technology. The Company does not plan for the use of the funds to change because of this acquisition and consolidation. The acquisitions of the Marketing Funds are part of the Company’s succession plan, and ownership of the Marketing Funds by the franchisor is a common structure. Expenses incurred with the acquisition of the Marketing Funds were not material.

​

The total assets equal the total liabilities of the Marketing Funds and beginning January 1, 2019, are reflected in the consolidated financial statements of the Company. The Company also began recognizing revenue from the amounts collected, which substantially increased its revenues and expenses.

​

The following table summarizes the Company’s allocation of the purchase price to the fair value of assets acquired and liabilities assumed (in thousands):

​

​

​

​

​

Restricted cash

​

$

28,495

Other current assets

​

​

8,472

Property and equipment

​

​

788

Other assets, net of current portion

​

​

126

Total assets acquired

​

​

37,881

Other current liabilities

​

​

37,881

Total liabilities assumed

​

​

37,881

Total acquisition price

​

$

-

​

The Marketing Funds constitutes a business and was accounted for using the fair value acquisition method. The total purchase price was allocated to the assets acquired based on their estimated fair values.

Booj, LLC

On February 26, 2018, the Company acquired all membership interests in booj using $26.3 million in cash generated from operations, plus up to approximately $10.0 million in equity-based compensation to be earned over time, based on grant date fair value, which will be accounted for as compensation expense in the future (see Note 13, Equity-Based Compensation for additional information). The Company acquired booj in order to deliver core technology solutions designed for and with RE/MAX affiliates.

The following table summarizes the Company’s allocation of the purchase price to the fair value of assets acquired and liabilities assumed (in thousands):

​

​

​

​

​

    

​

​

Cash

​

$

362

Other current assets

​

​

367

Property and equipment

​

​

625

Software

​

​

7,400

Trademarks

​

​

500

Non-compete agreement

​

​

1,200

Customer relationships

​

​

800

Other intangible assets

​

​

1,589

Other assets, net of current portion

​

​

336

Total assets acquired, excluding goodwill

​

​

13,179

Current portion of debt

​

​

(606)

Other current liabilities

​

​

(557)

Debt, net of current portion

​

​

(805)

Total liabilities assumed

​

​

(1,968)

Goodwill

​

​

15,039

Total purchase price

​

$

26,250

​

Booj constitutes a business and was accounted for using the fair value acquisition method. The total purchase price was allocated to the assets acquired based on their estimated fair values. The largest intangible assets acquired were valued using an income approach which utilizes Level 3 inputs and are being amortized over a weighted-average useful life using the straight-line method. 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. All of the goodwill recognized is tax deductible.

Independent Region Acquisition

On November 15, 2017, the Company acquired certain assets of RE/MAX of Northern Illinois, Inc. for $35.7 million using cash generated from operations. The Company acquired the franchise agreements issued by the Company permitting the sale of RE/MAX franchises in the corresponding region as well as the franchise agreements between the region and the franchisees. The Company acquired these assets in order to expand its owned and operated regional franchising operations.

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 the Marketing Funds had occurred January 1, 2018, the acquisition of booj had occurred on January 1, 2017 and the acquisition of RE/MAX of Northern Illinois had occurred on January 1, 2016. The historical financial information has been adjusted to give effect to events that are (1) directly attributed to the acquisitions, (2) factually supportable and (3) expected to have a continuing impact on the combined results, including additional amortization expense associated with the valuation of the acquired franchise agreements. This unaudited pro forma

information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the acquisitions had actually occurred on that date, nor of the results that may be obtained in the future.

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

​

​

2018

​

​

2017

​

​

(in thousands, except per share amounts)

Total revenue

​

$

287,394

​

$

205,059

Net income attributable to Holdings

​

$

26,131

​

$

7,628

Basic earnings per common share

​

$

1.47

​

$

0.43

Diluted earnings per common share

​

$

1.47

​

$

0.43

​
v3.19.3.a.u2
Property and Equipment
 12 Months Ended
Dec. 31, 2019
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

    

2019

    

2018

Leasehold improvements

    

Shorter of estimated useful life or life of lease

​

$

3,327

​

$

3,278

Office furniture, fixtures and equipment

​

2 - 10 years

​

​

17,057

​

​

14,392

Total property and equipment

​

​

​

​

20,384

​

​

17,670

Less accumulated depreciation

​

​

​

​

(14,940)

​

​

(13,280)

Total property and equipment, net

​

​

​

$

5,444

​

$

4,390

​

Depreciation expense was $1.7 million, $1.2 million and $0.9 million for the years ended December 31, 2019, 2018 and 2017, respectively.

v3.19.3.a.u2
Intangible Assets and Goodwill
 12 Months Ended
Dec. 31, 2019
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, 2019

​

As of December 31, 2018

​

​

Amortization

​

Initial

​

Accumulated

​

Net

​

Initial

​

Accumulated

​

Net

​

​

Period

​

Cost

​

Amortization

​

Balance

​

Cost

​

Amortization

​

Balance

Franchise agreements

​

12.5

​

$

180,867

​

$

(93,197)

​

$

87,670

​

$

180,867

​

$

(77,710)

​

$

103,157

Other intangible assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Software (a)

​

4.0

​

$

36,680

​

$

(9,653)

​

$

27,027

​

$

20,579

​

$

(5,802)

​

$

14,777

Trademarks

​

9.3

​

​

1,904

​

​

(1,037)

​

​

867

​

​

1,857

​

​

(839)

​

​

1,018

Non-compete agreements

​

7.7

​

​

3,700

​

​

(1,546)

​

​

2,154

​

​

3,700

​

​

(896)

​

​

2,804

Training materials

​

5.0

​

​

2,400

​

​

(640)

​

​

1,760

​

​

2,350

​

​

(157)

​

​

2,193

Other (b)

​

5.0

​

​

800

​

​

(293)

​

​

507

​

​

2,389

​

​

(216)

​

​

2,173

Total other intangible assets

​

4.6

​

$

45,484

​

$

(13,169)

​

$

32,315

​

$

30,875

​

$

(7,910)

​

$

22,965

(a)As of December 31, 2019, and December 31, 2018, capitalized software development costs of $10.5 million and $4.5 million, respectively, were related to technology projects not yet complete and ready for their intended use and thus were not subject to amortization.
(b)Other consists of customer relationships and a favorable market lease, both obtained in connection with the acquisition of booj. The favorable market lease was subsumed into “Operating lease right of use assets” on the accompanying Consolidated Balance Sheet upon adopting the new lease standard on January 1, 2019. See Note 2, Summary of Significant Accounting Policies for additional information.

Amortization expense was $20.6 million, $19.5 million and $19.6 million for the years ended December 31, 2019, 2018 and 2017, respectively.

As of December 31, 2019, the estimated future amortization expense for the next five years related to intangible assets includes the estimated amortization expense associated with the Company’s intangible assets assumed with the acquisition of booj and is as follows (in thousands):

​

​

​

​

Year ending December 31:

​

​

​

2020

​

$

25,438

2021

​

​

25,122

2022

​

​

21,946

2023

​

​

14,594

2024

​

​

12,146

​

​

$

99,246

​

The following table presents changes to goodwill for the period from January 1, 2018 to December 31, 2019 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

    

RE/MAX
Franchising

    

Motto Franchising

    

Total

Balance, January 1, 2018

​

$

123,413

​

$

11,800

​

$

135,213

Goodwill recognized related to acquisitions(a)

​

​

15,039

​

​

—

​

​

15,039

Adjustments to acquisition accounting during the measurement period

​

​

700

​

​

—

​

​

700

Effect of changes in foreign currency exchange rates

​

​

(268)

​

​

—

​

​

(268)

Balance, December 31, 2018

​

​

138,884

​

​

11,800

​

​

150,684

Goodwill recognized related to acquisitions(a)

​

​

8,207

​

​

—

​

​

8,207

Effect of changes in foreign currency exchange rates

​

​

147

​

​

—

​

​

147

Balance, December 31, 2019

​

$

147,238

​

$

11,800

​

$

159,038

(a)The purpose of the booj and First acquisitions is to deliver technology solutions to RE/MAX franchisees and agents. As such, the Company allocated the goodwill arising from these acquisitions to RE/MAX Franchising. See Note 6, Acquisitions for additional information.

​
v3.19.3.a.u2
Accrued Liabilities
 12 Months Ended
Dec. 31, 2019
Accrued Liabilities.  
Accrued Liabilities

9. Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

2019

​

2018

Marketing Funds (a)

​

$

39,672

​

$

—

Accrued payroll and related employee costs

​

​

11,900

​

​

6,517

Accrued taxes

​

​

2,451

​

​

1,480

Accrued professional fees

​

​

2,047

​

​

2,010

Other

​

​

4,093

​

​

3,136

​

​

$

60,163

​

$

13,143

(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. As previously noted, the Marketing Funds were acquired on January 1, 2019.
v3.19.3.a.u2
Debt
 12 Months Ended
Dec. 31, 2019
Debt  
Debt

10. Debt

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

​

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

2019

​

2018

Senior Secured Credit Facility

​

$

227,363

​

$

229,713

Other long-term financing(a)

​

​

362

​

​

635

Less unamortized debt issuance costs

​

​

(1,182)

​

​

(1,481)

Less unamortized debt discount costs

​

​

(862)

​

​

(1,080)

Less current portion(a)

​

​

(2,648)

​

​

(2,622)

​

​

$

223,033

​

$

225,165

(a)Includes financing assumed with the acquisition of booj. As of December 31, 2019 and 2018, the carrying value of this financing approximates the fair value.

Maturities of debt are as follows (in thousands):

​

​

​

​

Year Ended December 31, 2019

    

​

​

2020

​

$

2,648

2021

​

​

2,414

2022

​

​

2,350

2023

​

​

220,313

​

​

$

227,725

​

Senior Secured Credit Facility

In July 2013, the Company entered into a credit agreement with several lenders and administered by a bank, referred to herein as the “2013 Senior Secured Credit Facility.” In December 2016, the 2013 Senior Secured Credit Facility was amended and restated, referred to herein as the “Senior Secured Credit Facility.” The Senior Secured Credit Facility consists of a $235.0 million term loan facility which matures on December 15, 2023 and a $10.0 million revolving loan facility which must be repaid on December 15, 2021. In connection with the Senior Secured Credit Facility, the Company incurred costs of $3.5 million during 2016, of which $1.4 million was recorded in “Debt, net of current portion” in the accompanying Consolidated Balance Sheets and is being amortized to interest expense over the term of the Senior Secured Credit Facility and the remaining $2.1 million was expensed as incurred.

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 0.75% plus an applicable margin of 2.75% and, provided further, that LIBOR shall be adjusted for reserve requirements for eurocurrency liabilities, if any (the “LIBOR rate”) or (b) the greatest of (i) JPMorgan Chase Bank N.A.’s prime rate, (ii) the NYFRB Rate (as defined in the Senior Secured Credit Facility) plus 0.50% and (iii) the one-month Eurodollar Rate plus 1%, (such greatest rate, the “ABR”) plus, in each case, the applicable margin. The applicable margin for ABR loans is 1.75%. As of December 31, 2019, the Company selected the LIBOR rate resulting in an interest rate on the term loan facility of 4.55%.

The Senior Secured Credit Facility requires RE/MAX, LLC to repay term loans and reduce revolving commitments with (i) 100.0% of proceeds of any incurrence of additional debt not permitted by the Senior Secured Credit Facility, (ii) 100.0% of proceeds of asset sales and 100.0% of amounts recovered under insurance policies, subject to certain exceptions and a reinvestment right and (iii) 50.0% of excess cash flow at the end of the applicable fiscal year if RE/MAX, LLC’s total leverage ratio as defined in the Senior Secured Credit Facility is in excess of 3.25:1.00, with such percentage decreasing to zero as RE/MAX, LLC’s leverage ratio decreases below 2.75 to 1.0. The Company’s total leverage ratio was less than 2.75 to 1.0 as of December 31, 2019, and as a result, the Company does not expect to make an excess cash flow principal prepayment within the next 12-month period. The Company may make optional prepayments on the term loan facility at any time without penalty; however, no such optional prepayments were made during the year ended December 31, 2019.

Whenever amounts are drawn under the revolving line of credit, the Senior Secured Credit Facility requires compliance with a leverage ratio and an interest coverage ratio. A commitment fee of 0.5% per annum accrues on the amount of unutilized revolving line of credit. As of December 31, 2019, no amounts were drawn on the revolving line of credit.

v3.19.3.a.u2
Fair Value Measurements
 12 Months Ended
Dec. 31, 2019
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, 2019

​

As of December 31, 2018

​

    

Fair Value

    

Level 1

    

​

    

Level 3

​

Fair Value

    

Level 1

    

Level 2

    

Level 3

Liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Contingent consideration

​

$

5,005

​

$

—

​

—

​

$

5,005

​

$

5,070

​

$

—

​

$

—

​

$

5,070

​

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. Each Revenue Share Year ends September 30. 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 related to assumed franchise sales count for which the forecast assumes between 50 and 80 franchises sold annually. This assumption is based on historical sales and an assumption of growth over time. A 10% reduction in the number of franchise sales would decrease the liability by $0.3 million. A 1% change to the discount rate applied to the forecast changes the liability by approximately $0.2 million. The Company measures this liability each reporting period and recognizes changes in fair value, if any, in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income.

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

​

​

​

​

Balance at January 1, 2018

​

$

6,580

Fair value adjustments (a)

​

​

(1,289)

Cash payments

​

​

(221)

Balance at December 31, 2018

​

​

5,070

Fair value adjustments (a)

​

​

241

Cash payments

​

​

(306)

Balance at December 31, 2019

​

$

5,005

(a)Fair value adjustments relate to realignment of future franchise sales assumptions to more closely reflect historical sales trends from inception to date.

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, 2019.

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 

​

December 31,

​

​

2019

​

2018

​

    

Carrying
Amount

    

Fair Value
Level 2

    

Carrying
Amount

    

Fair Value
Level 2

Senior Secured Credit Facility

​

$

225,319

​

$

227,363

​

$

227,152

​

$

221,673

​
v3.19.3.a.u2
Income Taxes
 12 Months Ended
Dec. 31, 2019
Income Taxes  
Income Taxes

12. Income Taxes

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

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

​

2019

​

2018

    

2017

Domestic

    

$

44,343

​

$

52,798

​

$

77,346

Foreign

​

​

13,422

​

​

13,366

​

​

11,516

Total

​

$

57,765

​

$

66,164

​

$

88,862

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

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

​

2019

​

2018

    

2017

Current

​

​

​

​

​

​

​

​

​

Federal

​

$

2,533

​

$

1,393

​

$

3,239

Foreign

​

​

4,929

​

​

4,738

​

​

5,203

State and local

​

​

1,137

​

​

700

​

​

1,169

Total current expense

​

​

8,599

​

​

6,831

​

​

9,611

Deferred expense

​

​

​

​

​

​

​

​

​

Federal

​

​

2,084

​

​

8,795

​

​

47,045

Foreign

​

​

(142)

​

​

12

​

​

323

State and local

​

​

368

​

​

704

​

​

563

Total deferred expense

​

​

2,310

​

​

9,511

​

​

47,931

Provision for income taxes

​

$

10,909

​

$

16,342

​

$

57,542

​

The provision for income taxes attributable to Holdings includes all U.S. federal and state income taxes on Holdings’ proportionate share of RMCO’s net income. The provision for income taxes attributable to entities other than Holdings represents taxes imposed directly on RMCO and its subsidiaries, primarily foreign taxes that are allocated to the non-controlling interest.

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

​

​

​

2019

​

2018

    

2017

U.S. statutory tax rate

​

​

21.0

%

​

21.0

%

​

35.0

%

Increase due to state and local taxes, net of federal benefit

​

​

3.1

​

​

3.1

​

​

2.6

​

Non-creditable foreign taxes

​

​

1.1

​

​

1.2

​

​

-

​

Foreign derived intangible income deduction

​

​

(1.5)

​

​

(1.3)

​

​

-

​

Income attributable to non-controlling interests

​

​

(7.2)

​

​

(7.3)

​

​

(12.5)

​

Uncertain Tax Positions

​

​

1.0

​

​

0.8

​

​

0.6

​

Other

​

​

1.4

​

​

(0.8)

​

​

(0.8)

​

Subtotal

​

​

18.9

​

​

16.7

​

​

24.9

​

Impact of TRA adjustment on NCI (a)

​

​

-

​

​

0.7

​

​

4.5

​

Effect of permanent difference - TRA adjustment (b)

​

​

-

​

​

(2.2)

​

​

(13.6)

​

Tax Reform Rate Change (c)

​

​

-

​

​

-

​

​

49.0

​

Valuation allowance recognized on basis step-ups

​

​

-

​

​

9.5

​

​

-

​

​

​

​

18.9

%

​

24.7

%

​

64.8

%

​

(a)Reflects additional impact of non-controlling interest adjustment being on a larger base of income that includes the gain on reduction in TRA liability.
(b)Reflects the impact of gain on TRA liability reduction, which is not taxable.
(c)Reflects reduction in deferred tax assets and resulting increase in deferred tax expense due to U.S. Federal rate declining from 35% to 21%.

In December 2017, the Tax Cut and Jobs Act (the “TCJA”) was enacted, which included a significant reduction in the U.S. corporate income tax rate from 35% to 21% along with several changes to taxation of foreign derived income. In 2017, the Company recorded a $42.8 million charge to “Provision for income taxes” in the accompanying Consolidated Statements of Income for the reduction in the value of its deferred tax assets related to this tax rate change (reflected in the rate reconciliation table above as a 49.0% adjustment in 2017). Correspondingly, the TRA liabilities were reduced because of the rate change, resulting in a benefit to operating income of $32.7 million. The net effect of these two adjustments was a reduction to 2017 net income of $10.1 million. When the aforementioned adjustments were recorded in 2017, the Company was still evaluating several aspects of the TCJA, most notably around foreign derived income.

In 2018, the Company completed its evaluation of the impacts to its foreign derived income, particularly the tax credits received for foreign taxes and deductions allowed under the newly created foreign-derived intangible income deduction. The SEC staff issued Staff Accounting Bulletin 118 and later ASU 2018-05, which provided all companies through December of 2018 to finalize provisional estimates of the impacts of the TCJA.

Starting with tax year 2018, the Company has foreign tax credit limitation due to the U.S. federal tax rate being lower than many foreign jurisdictions, particularly Canada. Certain of the tax basis step-ups, described in Note 4, Non-controlling interest, are related to intangible assets from the Company’s Western Canada operations. The deductions expected to be taken from these tax basis step-ups are no longer expected to be realized by the Company due to now being subject to a foreign tax credit limitation. As a result, the Company recognized a $6.3 million valuation allowance against the related deferred tax assets and an increase in “Provision for income taxes” in the accompanying Consolidated Statements of Income (reflected in the rate reconciliation table above as a 9.5% adjustment in 2018). The loss in value of the step-up, along with other less significant changes, also reduced the value of the TRA liabilities, resulting in a $6.1 benefit to operating income. The net impact of these items was insignificant to net income. In addition, the Company is now limited on the amount of foreign tax credit that can be claimed in its U.S. return.

The Company will continue to evaluate tax planning opportunities as well as monitor any changes that might be contained in the final regulations related to foreign derived income. Such remaining final regulations are expected in 2020.

Income taxes (payable) receivable, net were ($4.3) million and $0.3 million at December 31, 2019 and 2018, respectively.

Deferred income taxes are provided for the effects of temporary differences between the tax basis of an asset or liability and its reported amount in the accompanying Consolidated Balance Sheets.

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

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

2019

​

2018

Long-term deferred tax assets

​

​

​

​

​

​

Goodwill, other intangibles and other assets

​

$

42,800

​

$

48,427

Imputed interest deduction pursuant to tax receivable agreements

​

​

2,651

​

​

2,719

Operating lease liabilities

​

​

1,618

​

​

1,845

Compensation and benefits

​

​

3,043

​

​

2,131

Allowance for doubtful accounts

​

​

1,629

​

​

944

Motto contingent liability

​

​

783

​

​

748

Deferred revenue

​

​

3,706

​

​

3,939

Foreign tax credit carryforward

​

​

1,862

​

​

1,259

Net operating loss

​

​

2,641

​

​

—

Other

​

​

950

​

​

1,435

Total long-term deferred tax assets

​

​

61,683

​

​

63,447

Valuation allowance (a)

​

​

(7,184)

​

​

(7,051)

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

​

​

54,499

​

​

56,396

Long-term deferred tax liabilities

​

​

​

​

​

​

Property and equipment and other long lived assets

​

​

(1,494)

​

​

(2,944)

Other

​

​

(703)

​

​

—

Total long-term deferred tax liabilities

​

​

(2,197)

​

​

(2,944)

Net long-term deferred tax assets

​

​

52,302

​

​

53,452

Total deferred tax assets and liabilities

​

$

52,302

​

$

53,452

​

(a)Includes a valuation allowance on deferred tax assets for goodwill and intangibles in the Company’s Western Canada operations, as well as foreign tax credit carryforwards.

As of December 31, 2019, the Company generated $1.1 million in unutilized foreign tax credits. These credits may be carried back one year and carried forward for 10 years until utilized. This amount is included in the valuation allowance as of December 31, 2019.

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.

The Company and its subsidiaries file, or will file, income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. Holdings will file its 2019 income tax returns by October 15, 2020. RMCO is not subject to domestic federal income taxes as it is a flow-through entity; however, RMCO is still required to file an annual U.S. Return of Partnership Income. 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 2015 are subject to examination.

Uncertain Tax Positions

In 2019, the Company corrected immaterial errors to recognize uncertain tax position liabilities, and related tax expense for certain foreign tax matters, along with deferred tax assets for amounts of such foreign taxes expected to be creditable

in the U.S. The Company concluded that the omission of tax expense for these matters from prior period financials was immaterial to each of the affected reporting periods and therefore amendment of previously filed reports was not required. However, the Company corrected those amounts in the prior years included herein. These adjustments resulted in an increase in “Provision for income taxes” of $0.5 million for each of the years ended December 31, 2018, and 2017, respectively. In addition, the Company recognized an uncertain tax position liability of $5.8 million (including interest and penalties), an income tax receivable of $1.4 million, a deferred tax asset of $0.2 million and a resulting reduction in “Total stockholders’ equity” of $4.2 million as of December 31, 2018 in the Consolidated Balance Sheets. The Company recognized a $3.7 million reduction in “Total stockholders’ equity” in the Consolidated Statements of Stockholders’ Equity as of December 31, 2017 in relation to this correction.

While the Company believes the liabilities recognized for uncertain tax positions are adequate to cover reasonably expected tax risks, there can be no assurance that an issue raised by a tax authority will be resolved at a cost that does not exceed the liability recognized. Interest and penalties are accrued on uncertain tax positions and included in the “Provision for income taxes” in the accompanying Consolidated Statements of Income.

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, 

​

​

2019

​

​

2018

Balance, January 1

​

$

4,278

​

$

3,703

Increase related to current period tax positions

​

​

532

​

​

575

Balance, December 31(a)

​

$

4,810

​

$

4,278

(a)Excludes accrued interest and penalties of $1.9 million and $1.5 million for the years ended December 31, 2019 and 2018, respectively. These related interest and penalties are recognized in “Income taxes payable” within the Consolidated Balance Sheets.

The Company’s uncertain tax position has a reasonable possibility of being paid within the next 12 months.
v3.19.3.a.u2
Equity-Based Compensation
 12 Months Ended
Dec. 31, 2019
Equity-Based Compensation  
Equity-Based Compensation

13. Equity-Based Compensation

The RE/MAX Holdings, Inc. 2013 Omnibus Incentive Plan (the “Incentive Plan”) includes restricted stock units which may have time-based or performance-based vesting criteria. The Company recognizes equity-based compensation expense in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. The Company recognizes corporate income tax benefits relating to the vesting of restricted stock units in “Provision for income taxes” in the accompanying Consolidated Statements of Income.

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

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

2019

    

2018

    

2017

Expense from Time-based awards (a)

$

7,554

​

$

5,189

​

$

2,523

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

​

(179)

​

​

4,126

​

​

377

Expense from bonus to be settled in shares (c)

​

3,788

​

​

—

​

​

—

Equity-based compensation capitalized (a)

​

(229)

​

​

(139)

​

​

—

Equity-based compensation expense

​

10,934

​

​

9,176

​

​

2,900

Tax benefit from equity-based compensation

​

(1,548)

​

​

(1,297)

​

​

(637)

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

​

55

​

​

(145)

​

​

(324)

Net compensation cost

$

9,441

​

$

7,734

​

$

1,939

(a)Includes expense recognized and costs capitalized in connection with the awards granted to booj employees and former owners at the time of acquisition.
(b)Expense recognized for performance-based awards is re-assessed each quarter based on expectations of achievement against the performance conditions. For the year ended December 31, 2019, the Company reversed expense that had been recognized in 2018 for awards granted for certain booj work deliverables. This reversal was primarily a result of modifying the awards to extend the due date of the performance conditions, primarily through December 31, 2019, as the achievement of the goals at the previous date was no longer probable. Accounting for these modifications resulting in the reversal of the cumulative expense previously recognized and expensing the modified awards over the new vesting period resulting in a net $0.3 million recognized in 2019. Also, for the year ended December 31, 2019, certain conditions were no longer deemed probable of being met for other performance awards tied to the achievement of a revenue target measured over a three-year performance period. The cumulative expense previously recognized was reversed in the current period, resulting in a negative expense of ($0.5) million in 2019.
(c)In 2019, the Company revised its annual bonus plan so that half of the bonus for most employees will be settled in shares. The share amounts to be issued will be determined based on the stock price at the time of vesting in early 2020. These amounts are recognized as “Accrued liabilities” in the accompanying Consolidated Balance Sheets and are not included in “Additional paid-in capital” until shares are issued.

Time-based Restricted Stock Units

Time-based restricted stock units (“RSUs”) are valued using the Company’s closing stock price on 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 booj employees and former owners in connection with the acquisition, generally vest equally in annual installments over a three-year period. Grants awarded to booj employees and former owners in connection with the acquisition vest in three installments over a four-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 RSUs:

​

​

​

​

​

​

​

    

RSUs

    

Weighted average
grant date fair
value per share

Balance, January 1, 2019

​

298,610

​

$

51.97

Granted (a)

​

257,087

​

$

38.43

Shares vested (including tax withholding) (b)

​

(80,008)

​

$

43.30

Forfeited

​

(20,237)

​

$

45.41

Balance, December 31, 2019

​

455,452

​

$

46.15

​

​

​

​

​

​

(a)The weighted average grant date fair value for the years ended December 31, 2018 and 2017 were $53.04 and $55.45 per RSU granted, respectively.
(b)Pursuant to the terms of the Incentive Plan, RSUs withheld by the Company for the payment of the employee's tax withholding related to an RSU vesting are added back to the pool of shares available for future awards.

At December 31, 2019, there was $12.6 million of total unrecognized RSU expense. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of 2.1 years for RSUs.

Performance-based Restricted Stock Units

Performance-based restricted stock units (“PSUs”) granted to employees, other than booj employees and former owners in connection with the acquisition, are stock-based awards 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 (“TSR”) relative to a peer company index over a three-year performance period or achievement of both. If the minimum threshold conditions are not met, no shares will vest. The number of shares that could be issued range from 0% to 150% of the participant’s target award. PSUs are valued on the date of grant using a Monte Carlo simulation for the TSR element of the award. PSUs that vest upon achievement of a specified revenue target are valued using the Company’s closing stock price on the date of grant. The Company’s expense will be adjusted based on the estimated achievement of revenue versus target. Earned PSUs cliff-vest at the end of the three-year performance period. Compensation expense is recognized on a straight-line basis over the vesting period based on the Company’s probable performance, with cumulative to-date adjustments made when revenue performance expectations change.

PSUs granted to booj employees and former owners in connection with the acquisition are stock-based awards in which the number of shares ultimately received depends on the achievement of certain technology milestones set forth in the related purchase agreement. The number of shares that could be issued range from 0% to 100% of the participant’s target award. The awards were valued using the Company’s closing stock price on the date of grant. The Company’s expense will be adjusted based on the estimated achievement of the milestones. The majority of these PSUs vested July 29, 2019 and December 31, 2019. The remaining PSUs vest on February 15, 2020 to the extent the corresponding milestones are achieved and provided the participant is still an employee of the Company at the time of vesting. Compensation expense is recognized on a straight-line basis over the vesting period based on the Company’s estimated performance, subject to adjustment for changes in expectations of the achievement of the technology milestones.

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

​

​

​

​

​

​

​

    

PSUs

    

Weighted average
grant date fair
value per share

Balance, January 1, 2019

​

179,615

​

$

55.75

Granted (a)(b)

​

119,410

​

$

38.87

Shares vested

​

(97,436)

​

$

36.20

Forfeited

​

(61,625)

​

$

56.24

Balance, December 31, 2019

​

139,964

​

$

45.31

​

​

​

​

​

​

(a)Represents the total participant target award.
(b)The weighted average grant date fair value for the years ended December 31, 2018 and 2017 were $55.38 and $57.88 per PSU granted, respectively.

At December 31, 2019, there was $2.3 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 2,122,970 additional shares available for the Company to grant under the Incentive Plan as of December 31, 2019.
v3.19.3.a.u2
Leadership Changes and the New Service Model
 12 Months Ended
Dec. 31, 2019
Leadership Changes and the New Service Model  
Leadership Changes and the New Service Model

14. Leadership Changes and the New Service Model

On February 9, 2018, the Company announced the retirement of the Company’s President. The Company entered into a Separation Agreement with the President, and pursuant to the terms of this agreement, the Company incurred a total cost of $1.8 million which was recorded to “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income during the year ended December 31, 2018, which will be paid over a 39-month period.

​

In addition, the Company announced a new service model in early 2019 designed to deliver more value to franchisees, as well as support franchisee growth and professional development (the “New Service Model”). In connection with the New Service Model, the Company incurred a total of approximately $2.1 million in expenses related to severance and outplacement services provided to certain former employees of the Company, of which $1.4 million in expense was recognized during the year ended December 31, 2018 and the remainder was recognized in 2019. These expenses are included in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. All of the above costs were attributable to the RE/MAX Franchising reportable segment.

v3.19.3.a.u2
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2019
Commitments and Contingencies  
Commitments and Contingencies

15. Commitments and Contingencies

Contingencies

In connection with the sale of the assets and liabilities related to the Company’s previously owned brokerages, the Company entered into three Assignment and Assumption of Leases Agreements (the “Assignment Agreements”) pursuant to which the Company assigned its obligations under and rights, title and interest in 21 leases to the respective purchasers. For certain leases, the Company remains secondarily liable for future lease payments through July 2021 under the respective lease agreements and accordingly, as of December 31, 2019, the Company has outstanding lease

guarantees of $1.1 million. This amount represents the maximum potential amount of future payments under the respective lease guarantees.

In addition, the Company maintains a self-insurance program for health benefits. As of December 31, 2019, and 2018, the Company recorded a liability of $0.3 million and $0.3 million, respectively, related to this program.

Litigation

In March and April of 2019, three putative class action complaints were filed against National Association of Realtors (“NAR”), Realogy Holdings Corp., HomeServices of America, Inc, RE/MAX Holdings, and Keller Williams Realty, Inc. The first was filed on March 6, 2019, by plaintiff Christopher Moehrl in the Northern District of Illinois. The second was filed on April 15, 2019, by plaintiff Sawbill Strategies, Inc., also in the Northern District of Illinois. These two actions have now been consolidated. A third action was filed by plaintiffs Joshua Sitzer and four other individual plaintiffs in the Western District of Missouri. The complaints (collectively “Moehrl/Sitzer suits”) make substantially similar allegations and seek substantially similar relief. The plaintiffs allege that a NAR rule requires brokers to make a blanket, non-negotiable offer of buyer broker compensation when listing a property, resulting in inflated costs to sellers in violation of federal antitrust law. They further allege that certain defendants use their agreements with franchisees to require adherence to the NAR rule in violation of federal antitrust law. Amended complaints add allegations regarding buyer steering and non-disclosure of buyer-broker compensation to the buyer. Additionally, plaintiffs in the action filed by Sitzer et al allege violations of the Missouri Merchandising Practices Act. By agreement, RE/MAX, LLC was substituted for RE/MAX Holdings as defendant in the actions. Among other requested relief, plaintiffs seek damages against the defendants and an injunction enjoining defendants from requiring sellers to pay the buyer broker. The Company intends to vigorously defend against all claims.

On October 7, 2013, RE/MAX Holdings acquired the net assets, excluding cash, of Tails for consideration paid of $20.2 million. Following earlier litigation that was dismissed, several shareholders of Tails filed a complaint entitled Robert B. Fisher, Carla L. Fisher, Bradley G. Rhodes and James D. Schwartz v. Gail Liniger, Dave Liniger, Bruce Benham, RE/MAX Holdings, Inc. and Tails Holdco, Inc. in Denver District Court ("Tails II"). On February 13, 2018, the parties signed a formal Settlement Agreement and Mutual General Release resulting in the Company recording a charge of $2.6 million in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income during the year ended December 31, 2017. In February 2018, the Company received $1.9 million from its insurance carriers as reimbursement of attorneys’ fees and a portion of the settlement and paid $4.5 million to satisfy the terms of the Settlement Agreement. As a result of the settlement, the litigation was dismissed with prejudice on March 1, 2018.
v3.19.3.a.u2
Defined-Contribution Savings Plan
 12 Months Ended
Dec. 31, 2019
Defined-Contribution Savings Plan.  
Defined-Contribution Savings Plan

16. Defined-Contribution Savings Plan

The Company sponsors an employee retirement plan (the “401(k) Plan”) that provides certain eligible employees of the Company an opportunity to accumulate funds for retirement. The Company provides matching contributions on a discretionary basis. During the years ended December 31, 2019, 2018 and 2017, the Company recognized expense of $2.1 million, $1.8 million and $1.5 million, respectively, for matching contributions to the 401(k) Plan.

v3.19.3.a.u2
Related-Party Transactions
 12 Months Ended
Dec. 31, 2019
Related Party Transactions  
Related-Party Transactions

17. Related-Party Transactions

The majority stockholders of RIHI, specifically the Company’s current Chairman and Co-Founder and the Company’s Vice Chair and Co-Founder have made and continue to make a golf course they own available to the Company for business purposes. The Company used the golf course and related facilities for business purposes at minimal charge during the years ended December 31, 2019, 2018 and 2017. Additionally, the Company recorded expense of $0.5 million for the value of the benefits provided to Company personnel and others for the complimentary use of the golf course during each year ended December 31, 2019, 2018 and 2017, with an offsetting increase in additional paid in capital. 

The Company also provided support services to the Marketing Funds prior to their acquisition on January 1, 2019. See Note 2 Summary of Significant Accounting Policies and Note 6 Acquisitions for additional information.
v3.19.3.a.u2
Segment Information
 12 Months Ended
Dec. 31, 2019
Segment Information  
Segment Information

18. Segment Information

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

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

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2019

​

2018*

​

2017*

Continuing franchise fees

​

$

95,853

​

$

98,828

​

$

93,232

Annual dues

​

​

35,409

​

​

35,894

​

​

33,767

Broker fees

​

​

45,990

​

​

46,871

​

​

43,801

Franchise sales and other revenue

​

​

22,383

​

​

22,911

​

​

22,357

Total RE/MAX Franchising

​

​

199,635

​

​

204,504

​

​

193,157

Continuing franchise fees

​

​

4,075

​

​

2,276

​

​

462

Franchise sales and other revenue

​

​

468

​

​

260

​

​

95

Total Motto Franchising

​

​

4,543

​

​

2,536

​

​

557

Marketing Funds fees

​

​

72,299

​

​

—

​

​

—

Other

​

​

5,816

​

​

5,586

​

​

—

Total revenue

​

$

282,293

​

$

212,626

​

$

193,714

*Amounts in the years ended December 31, 2018 and 2017 have been recast to show Motto separately.

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

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2019

​

2018*

​

2017*

Adjusted EBITDA: RE/MAX Franchising

​

$

106,810

​

$

108,669

​

$

105,184

Adjusted EBITDA: Motto Franchising

​

​

(2,709)

​

​

(3,436)

​

​

(3,039)

Adjusted EBITDA: Other

​

​

(586)

​

​

(917)

​

​

—

Adjusted EBITDA: Consolidated

​

​

103,515

​

​

104,316

​

​

102,145

Gain (loss) on sale or disposition of assets and sublease, net (a)

​

​

(342)

​

​

139

​

​

(4,260)

Equity-based compensation expense

​

​

(10,934)

​

​

(9,176)

​

​

(2,900)

Acquisition-related expense (b)

​

​

(1,127)

​

​

(1,634)

​

​

(5,889)

Gain on reduction in TRA liability (c)

​

​

—

​

​

6,145

​

​

32,736

Special Committee investigation and remediation expense (d)

​

​

—

​

​

(2,862)

​

​

(2,634)

Fair value adjustments to contingent consideration (e)

​

​

(241)

​

​

1,289

​

​

(180)

Interest income

​

​

1,446

​

​

676

​

​

352

Interest expense

​

​

(12,229)

​

​

(12,051)

​

​

(9,996)

Depreciation and amortization

​

​

(22,323)

​

​

(20,678)

​

​

(20,512)

Income before provision for income taxes

​

$

57,765

​

$

66,164

​

$

88,862

*Amounts in the years ended December 31, 2018 and 2017 have been recast to show Motto separately.

(a)Represents gain (loss) on the sale or disposition of assets as well as the gains (losses) on the sublease of a portion of our corporate headquarters office building.
(b)Acquisition-related expense includes legal, accounting, advisory and consulting fees incurred in connection with the acquisition and integration of acquired companies.
(c)Gain on reduction in tax receivable agreement liability is a result of the Tax Cuts and Jobs Act enacted in December 2017 and further clarified in 2018. See Note 12, Income Taxes for additional information.
(d)Special Committee investigation and remediation expense relates to costs incurred in relation to the previously disclosed investigation by the special committee of independent directors of actions of certain members of our senior management and the implementation of the remediation plan.
(e)Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liability. See Note 11, Fair Value Measurements for additional information.

​

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

​

​

​

​

​

​

​

​

​

As of December 31,

​

​

2019

​

2018*

RE/MAX Franchising

​

$

479,370

​

$

406,643

Marketing Funds

​

​

41,090

​

​

—

Motto Franchising

​

​

20,161

​

​

21,346

Other

​

​

1,731

​

​

384

Total assets

​

$

542,352

​

$

428,373

​

*Amounts as of December 31, 2018 have been recast to show Motto separately.

The following table presents long-lived assets, net of accumulated depreciation disaggregated by geographical area (in thousands):

​

​

​

​

​

​

​

​

​

As of December 31,

​

​

2019

​

2018

U.S.

​

$

5,406

​

$

4,342

Global

​

​

38

​

​

48

Total long-lived assets

​

$

5,444

​

$

4,390

​
v3.19.3.a.u2
Quarterly Financial Information
 12 Months Ended
Dec. 31, 2019
Quarterly Financial Information (unaudited)  
Quarterly Financial Information (unaudited)

19. Quarterly Financial Information (unaudited)

Summarized quarterly results were as follows (in thousands, except shares and per share amounts):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Quarter Ended

​

​

    

March 31, 2019

    

June 30, 2019

    

September 30, 2019

    

December 31, 2019

 

Total revenue

​

$

71,178

​

$

71,381

​

$

71,541

​

$

68,193

​

Total operating expenses

​

​

58,233

​

​

49,311

​

​

48,097

​

​

58,213

​

Operating income

​

​

12,945

​

​

22,070

​

​

23,444

​

​

9,980

​

Total other expenses, net

    

​

(2,780)

​

​

(2,751)

​

​

(2,727)

​

​

(2,416)

​

Income before provision for income taxes

​

​

10,165

​

​

19,319

​

​

20,717

​

​

7,564

​

Provision for income taxes

​

​

(1,908)

​

​

(3,186)

​

​

(3,453)

​

​

(2,362)

​

Net income

​

​

8,257

​

​

16,133

​

​

17,264

​

​

5,202

​

Less: net income attributable to non-controlling interest

​

​

3,848

​

​

7,563

​

​

8,091

​

​

2,314

​

Net income attributable to Holdings

​

$

4,409

​

$

8,570

​

$

9,173

​

$

2,888

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income attributable to Holdings per share of Class A common stock

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

$

0.25

​

$

0.48

​

$

0.51

​

$

0.16

​

Diluted

​

$

0.25

​

$

0.48

​

$

0.51

​

$

0.16

​

Weighted average shares of Class A common stock outstanding

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

17,775,381

​

​

17,808,321

​

​

17,826,332

​

​

17,837,386

​

Diluted

​

​

17,817,620

​

​

17,833,958

​

​

17,840,158

​

​

17,978,431

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Quarter Ended

​

​

    

March 31, 2018

    

June 30, 2018

    

September 30, 2018

    

December 31, 2018

 

Total revenue

​

$

52,642

​

$

54,277

​

$

54,866

​

$

50,841

​

Total operating expenses

​

​

38,925

​

​

33,363

​

​

33,059

​

​

29,428

​

Operating income

​

​

13,717

​

​

20,914

​

​

21,807

​

​

21,413

​

Total other expenses, net

​

​

(2,688)

​

​

(3,176)

​

​

(2,846)

​

​

(2,977)

​

Income before provision for income taxes

​

​

11,029

​

​

17,738

​

​

18,961

​

​

18,436

​

Provision for income taxes

​

​

(1,997)

​

​

(3,283)

​

​

(3,555)

​

​

(7,507)

​

Net income

​

​

9,032

​

​

14,455

​

​

15,406

​

​

10,929

​

Less: net income attributable to non-controlling interest

​

​

4,089

​

​

6,848

​

​

7,307

​

​

4,695

​

Net income attributable to Holdings

​

$

4,943

​

$

7,607

​

$

8,099

​

$

6,234

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income attributable to Holdings per share of Class A common stock

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

$

0.28

​

$

0.43

​

$

0.46

​

$

0.35

​

Diluted

​

$

0.28

​

$

0.43

​

$

0.46

​

$

0.35

​

Weighted average shares of Class A common stock outstanding

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

17,709,095

​

​

17,746,042

​

​

17,746,184

​

​

17,748,745

​

Diluted

​

​

17,762,133

​

​

17,769,641

​

​

17,771,212

​

​

17,771,180

​

​
v3.19.3.a.u2
Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2019
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, 2019 and 2018, the results of its operations and comprehensive income, changes in its stockholders’ equity and its cash flows for the years ended December 31, 2019, 2018 and 2017.

On January 1, 2019 the Company acquired all of the regional and pan-regional advertising fund entities previously owned by its founder and Chairman of the Board of Directors, David Liniger, for a nominal amount. During 2018, the Company completed the acquisition of booj, and during 2017 the Company completed the acquisition of an independent region. Their results of operations, cash flows and financial positions are included in the financial statements from their respective dates of acquisition. See Note 6, Acquisitions 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.
Reclassifications

Reclassifications

Certain items in the Consolidated Statement of Cash Flows have been reclassified in the years ended December 31, 2018 and 2017 to conform with the current year presentation.

Segment Reporting

Segment Reporting

​

The Company operates under the following segments:

●RE/MAX Franchising – comprises the operations of the Company’s owned and independent global franchising operations under the RE/MAX brand name and corporate-wide shared services expenses.
●Motto Franchising – comprises the operations of the Company’s mortgage broker franchising operations under the Motto Mortgage brand name and 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.
●Other – comprises the legacy operations of booj (see Note 6, Acquisitions for additional information), which, due to quantitative insignificance, do not meet the criteria of a reportable segment.

See Note 18 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 attributable to the non-controlling interest and comprehensive income attributable to the non-controlling interest in the accompanying Consolidated Statements of Income and Consolidated Statements of Comprehensive Income, respectively.
Revenue Recognition

Revenue Recognition

The Company generates the substantial majority 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 training; standardized supplies and other materials used in RE/MAX and Motto offices; and recommended procedures for operation of RE/MAX and Motto offices. The Company concluded that these benefits are highly related and all a 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 training, marketing and events, and legacy booj customers. 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 offices open. Motto offices reach the full monthly billing once the Motto office has been open for 12 to 14 months. This revenue is recognized 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.

Annual Dues

Annual dues are a fixed membership fee paid annually by RE/MAX agents directly to the Company to be a part of the RE/MAX network and use the RE/MAX brand. Annual dues are a flat fee per agent. The Company defers the annual dues revenue when billed and recognizes the revenue ratably over the 12-month period to which it relates. Annual dues revenue is a usage-based royalty as it is dependent on the number of RE/MAX agents.

The activity in the Company’s deferred revenue for annual dues is included in “Deferred revenue” and “Deferred revenue, net of current portion” on the Consolidated Balance Sheets, and consists of the following in aggregate (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Balance at
beginning of period

    

New billings

    

Revenue recognized(a)

    

Balance at end
of period

Year ended December 31, 2019

​

$

15,877

​

$

35,514

​

$

(35,409)

​

$

15,982

(a)Revenue recognized related to the beginning balance was $14.4 million for the year ended December 31, 2019.
(b)

Broker Fees

Broker fees are assessed against real estate commissions paid by customers when a RE/MAX agent sells a home. Generally, the amount paid is 1% of the total commission on the transaction, although in Independent Regions in Canada it is not charged. Additionally, agents in Company-owned Regions existing prior to 2004, the year the Company began assessing broker fees, are generally “grandfathered” and continue to be exempt from paying a broker fee. As of December 31, 2019, grandfathered agents represented approximately 17% of total agents in U.S. Company-owned Regions. Revenue from broker fees is recognized as a sales-based royalty and recognized in the month when a home sale transaction occurs. Motto franchisees do not pay any fees based on the number or dollar value of loans brokered.

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.

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. The activity in the Company’s franchise sales deferred revenue accounts consists of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Balance at
beginning of period

    

New billings

    

Revenue recognized(a)

    

Balance at end
of period

Year ended December 31, 2019

​

$

27,560

​

$

7,750

​

$

(9,426)

​

$

25,884

(a)Revenue recognized related to the beginning balance was $8.4 million for the year ended December 31, 2019.

Commissions Related to Franchise Sales

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at

​

Expense

​

Additions to contract

​

Balance at end

​

    

beginning of period

    

recognized

    

cost for new activity

    

of period

Year ended December 31, 2019

​

$

3,748

​

$

(1,290)

​

$

1,120

​

$

3,578

Other Revenue

Other revenue is primarily revenue from preferred marketing arrangements and event-based revenue from training and other programs. Revenue from preferred marketing arrangements 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. Event-based revenue is recognized when the event occurs and until then amounts collected are included in “Deferred revenue”. Other revenue also includes revenue from booj’s legacy operations for its external customers as booj continues to provide technology products and services, such as websites, mobile apps, reporting and website tools, to its legacy customers and technology subscription revenue such as for the First app.

Disaggregated Revenue

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

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2019

​

2018

​

2017

U.S.

​

$

164,867

​

$

170,496

​

$

160,538

Canada

​

​

23,024

​

​

23,771

​

​

23,189

Global

​

​

11,745

​

​

10,237

​

​

9,431

Total RE/MAX Franchising

​

​

199,636

​

​

204,504

​

​

193,158

U.S.

​

​

64,906

​

​

—

​

​

—

Canada

​

​

6,559

​

​

—

​

​

—

Global

​

​

834

​

​

—

​

​

—

Total Marketing Funds

​

​

72,299

​

​

—

​

​

—

Motto Franchising (a)

​

​

4,542

​

​

2,536

​

​

556

Other

​

​

5,816

​

​

5,586

​

​

—

Total

​

$

282,293

​

​

212,626

​

​

193,714

(a)Revenue from the Motto Franchising segment is derived exclusively within the U.S.

In the following table, segment revenue is disaggregated by Company-owned or Independent Regions in the U.S., Canada and Global (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2019

​

2018

​

2017

Company-owned Regions

​

$

128,972

​

$

133,925

​

$

125,092

Independent Regions

​

​

44,686

​

​

46,289

​

​

44,799

Global and Other

​

​

25,978

​

​

24,290

​

​

23,267

Total RE/MAX Franchising

​

​

199,636

​

​

204,504

​

​

193,158

Marketing Funds

​

​

72,299

​

​

—

​

​

—

Motto Franchising

​

​

4,542

​

​

2,536

​

​

556

Other

​

​

5,816

​

​

5,586

​

​

—

Total

​

$

282,293

​

$

212,626

​

$

193,714

​

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):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

2020

    

2021

    

2022

    

2023

    

2024

    

Thereafter

    

Total

Annual dues

​

$

15,982

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

15,982

Franchise sales

​

​

7,141

​

​

5,801

​

​

4,368

​

​

2,881

​

​

1,589

​

​

4,104

​

​

25,884

Total

​

$

23,123

​

$

5,801

​

$

4,368

​

$

2,881

​

$

1,589

​

$

4,104

​

$

41,866
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,

​

    

2019

​

2018

Cash and cash equivalents

​

$

83,001

​

$

59,974

Restricted cash

​

​

20,600

​

​

—

Total cash, cash equivalents and restricted cash

​

$

103,601

​

$

59,974

​
Services Provided to the Marketing Funds By RE/MAX Franchising

Services Provided to the Marketing Funds by RE/MAX Franchising

​

RE/MAX Franchising charges the Marketing Funds for various services it performs. These services are primarily comprised of (a) providing agent marketing technology, including customer relationship management tools, the www.remax.com website, agent and office websites, and mobile apps, (b) dedicated employees focused on marketing campaigns, and (c) various administrative services including accounting and legal. Because these costs are ultimately paid by the Marketing Funds, they do not impact the net income of Holdings as the Marketing Funds have no reported net income.

Costs charged from RE/MAX Franchising to the Marketing Funds are as follows (in thousands):

​

​

​

​

​

​

Year Ended

​

​

December 31, 2019

Technology development - operating

​

$

6,244

Technology development - capital

​

​

5,095

Marketing staff and administrative services (a)

​

​

3,763

Total

​

$

15,102

(a)Costs charged to the Marketing Funds for the years ended December 31, 2018 and 2017, while the Marketing Funds were a related party, were $3.8 million and $3.4 million, respectively.

​

Prior to January 1, 2019, the Marketing Funds were not owned by the Company (see Note 6 Acquisitions). During that time, the Marketing funds still incurred significant technology costs, however, these services were provided by and paid directly to third parties and were not provided by the Company. In 2019, RE/MAX Franchising (through the booj technology team) began providing these services as noted above.
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 marketing to customers, to expand the Company’s franchises and outsourced technology services.

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. 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 allowances against its accounts and notes receivable balances for estimated probable losses. Increases and decreases in the allowance for doubtful accounts are established based upon changes in the credit quality of receivables and are included as a component of “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. The allowance for doubtful accounts and notes is based on historical experience, general economic conditions, and the credit quality of specific accounts.

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at beginning of period

​

Additions/charges to cost and expense for allowances for doubtful accounts (a)

​

Deductions/write-offs

​

Balance at end of period

Year Ended December 31, 2019

​

$

7,980

​

$

4,964

​

$

(406)

​

$

12,538

Year Ended December 31, 2018

    

$

7,223

​

$

2,257

​

$

(1,500)

​

$

7,980

Year Ended December 31, 2017

​

$

6,458

​

$

1,109

​

$

(344)

​

$

7,223

​

(a) For the year ended December 31, 2019, $1.5 million of expense was attributable to the acquired Marketing Funds.
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, 2019, 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 subsidiary which is the Canadian Dollar.

Assets and liabilities of the Canadian subsidiary are translated at the spot rate in effect at the applicable reporting date, and the consolidated statements of income and cash flows are translated at the average exchange rates in effect during the applicable period. Exchange rate fluctuations on translating consolidated foreign currency financial statements into U.S. dollars that result in unrealized gains or losses are referred to as translation adjustments. Cumulative translation adjustments are recorded as a component of “Accumulated other comprehensive income,” and periodic changes are included in comprehensive income. When the Company sells a part or all of its investment in a foreign entity resulting in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided, it releases any related cumulative translation adjustment into net income.

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

In addition, the Company owns the principal trademarks, service marks and trade names that it uses in conjunction with operating its business. These intangible assets increase when the Company pays to file trademark applications in the U.S. and certain other jurisdictions globally. The Company’s trademarks are amortized on a straight-line basis over their estimated useful lives.

The Company reviews its franchise agreements and other intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is 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, 2019, 2018 and 2017, 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, such as franchise sales for Motto, and applying and 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.

The Company did not record any goodwill impairments during the years ended December 31, 2019, 2018 and 2017.
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.

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.

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

Equity Based Compensation

Equity-Based Compensation

The Company recognizes compensation expense associated with equity-based compensation as a component of “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. 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. Refer to Note 13, Equity-Based Compensation for additional discussion regarding details of the Company’s equity-based compensation plans.
Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In February 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220), which adjusts the classification of stranded tax effects resulting from the Tax Cuts and Jobs Act from accumulated other comprehensive income to retained earnings. ASU 2018-02 became effective for the Company on January 1, 2019. The standard is to be applied either in the period of adoption or retrospectively to each period affected by the Tax Cuts and Jobs Act. The Company completed the majority of its accounting for the tax effects of the Tax Cuts and Jobs Act as of December 31, 2017. The amendments of ASU 2018-02 did not have a significant impact on the Company’s consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), with several subsequent amendments, which requires lessees to recognize the assets and liabilities that arise from operating and finance leases on the consolidated balance sheets, with a few exceptions. ASU 2016-02 became effective for the Company on January 1, 2019 and replaced the existing lease guidance in U.S. GAAP when it became effective. The Company did not retrospectively recast prior periods presented and instead adjusted assets and liabilities on January 1, 2019. In addition, the Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to forgo reassessing (a) whether a contract contains a lease, (b) lease classification, and (c) whether capitalized costs associated with a lease are initial direct costs. The practical expedient was applied consistently to all the Company’s leases, including those for which the Company acts as the lessor. In addition, the Company elected the practical expedient relating to the combination of lease and non-lease components as a single lease component. The Company chose not to apply the hindsight practical expedient. The new lease guidance has been applied to all the Company’s leases as of January 1, 2019, which impacted how operating lease assets and liabilities were recorded within the Consolidated Balance Sheet, resulting in the recording of approximately $65.8 million of lease liabilities and approximately $55.6 million of right-of-use (“ROU”) assets on the Consolidated Balance Sheet. Deferred rent and sublease loss balances as of January 1, 2019 of approximately $9.3 million and approximately $2.4 million, respectively, and intangible assets of approximately $1.5 million were subsumed into the ROU asset at transition. Adoption of the new standard did not materially affect the Company’s consolidated net earnings and had no impact on cash flows. See Note 3, Leases, for more information.

In January 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350), which simplifies the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. The Company early adopted ASU 2017-04 and it was effective for annual and interim impairment tests beginning January 1, 2019 using a prospective approach. The adoption of this standard had no impact on the Company’s financial statements and related disclosures.
New Accounting Pronouncements Not Yet Adopted

New Accounting Pronouncements Not Yet Adopted

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract, which clarifies that implementation costs incurred by customers in cloud computing arrangements are deferred if they would be capitalized by customers in the software licensing arrangements under the internal-use software guidance. ASU 2018-15 also clarifies that any capitalized costs should not be recorded to “Depreciation and amortization” in the Consolidated Statements of Income. ASU 2018-15 is effective for the Company beginning January 1, 2020 and provides for the alternative to adopt the ASU (a) prospectively only for new costs incurred after the adoption date or (b) by adjusting existing costs to comply with this standard, including the requirement to present the amortization of costs outside “Depreciation and amortization”. The Company plans to adopt this ASU prospectively to all new implementation costs incurred after adoption. Given this implementation approach, the adoption of the standard on January 1, 2020 will have no immediate impact.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), which eliminates certain disclosure requirements for fair value measurements and requires new or modified disclosures. ASU 2018-13 is effective for the Company beginning January 1, 2020; early adoption is permitted. Certain changes are applied retrospectively to each period presented and others are to be applied either in the period of adoption or prospectively. The Company believes the amendments of ASU 2018-13 will not have a significant impact on the Company’s financial statements and related disclosures.

v3.19.3.a.u2
Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2019
Schedule of Annual Dues Deferred Revenue

The activity in the Company’s deferred revenue for annual dues is included in “Deferred revenue” and “Deferred revenue, net of current portion” on the Consolidated Balance Sheets, and consists of the following in aggregate (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Balance at
beginning of period

    

New billings

    

Revenue recognized(a)

    

Balance at end
of period

Year ended December 31, 2019

​

$

15,877

​

$

35,514

​

$

(35,409)

​

$

15,982

(a)Revenue recognized related to the beginning balance was $14.4 million for the year ended December 31, 2019.
(b)
Commissions related to franchise sales

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at

​

Expense

​

Additions to contract

​

Balance at end

​

    

beginning of period

    

recognized

    

cost for new activity

    

of period

Year ended December 31, 2019

​

$

3,748

​

$

(1,290)

​

$

1,120

​

$

3,578
Schedule of disaggregated revenue

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

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2019

​

2018

​

2017

U.S.

​

$

164,867

​

$

170,496

​

$

160,538

Canada

​

​

23,024

​

​

23,771

​

​

23,189

Global

​

​

11,745

​

​

10,237

​

​

9,431

Total RE/MAX Franchising

​

​

199,636

​

​

204,504

​

​

193,158

U.S.

​

​

64,906

​

​

—

​

​

—

Canada

​

​

6,559

​

​

—

​

​

—

Global

​

​

834

​

​

—

​

​

—

Total Marketing Funds

​

​

72,299

​

​

—

​

​

—

Motto Franchising (a)

​

​

4,542

​

​

2,536

​

​

556

Other

​

​

5,816

​

​

5,586

​

​

—

Total

​

$

282,293

​

​

212,626

​

​

193,714

(a)Revenue from the Motto Franchising segment is derived exclusively within the U.S.

In the following table, segment revenue is disaggregated by Company-owned or Independent Regions in the U.S., Canada and Global (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2019

​

2018

​

2017

Company-owned Regions

​

$

128,972

​

$

133,925

​

$

125,092

Independent Regions

​

​

44,686

​

​

46,289

​

​

44,799

Global and Other

​

​

25,978

​

​

24,290

​

​

23,267

Total RE/MAX Franchising

​

​

199,636

​

​

204,504

​

​

193,158

Marketing Funds

​

​

72,299

​

​

—

​

​

—

Motto Franchising

​

​

4,542

​

​

2,536

​

​

556

Other

​

​

5,816

​

​

5,586

​

​

—

Total

​

$

282,293

​

$

212,626

​

$

193,714
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):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

2020

    

2021

    

2022

    

2023

    

2024

    

Thereafter

    

Total

Annual dues

​

$

15,982

​

$

—

​

$

—

​

$

—

​

$

—

​

$

—

​

$

15,982

Franchise sales

​

​

7,141

​

​

5,801

​

​

4,368

​

​

2,881

​

​

1,589

​

​

4,104

​

​

25,884

Total

​

$

23,123

​

$

5,801

​

$

4,368

​

$

2,881

​

$

1,589

​

$

4,104

​

$

41,866
Schedule of reconciliation of cash, both unrestricted and restricted

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As of December 31,

​

    

2019

​

2018

Cash and cash equivalents

​

$

83,001

​

$

59,974

Restricted cash

​

​

20,600

​

​

—

Total cash, cash equivalents and restricted cash

​

$

103,601

​

$

59,974
Schedule of cost charges to intersegment

Costs charged from RE/MAX Franchising to the Marketing Funds are as follows (in thousands):

​

​

​

​

​

​

Year Ended

​

​

December 31, 2019

Technology development - operating

​

$

6,244

Technology development - capital

​

​

5,095

Marketing staff and administrative services (a)

​

​

3,763

Total

​

$

15,102
Schedule of Allowances Against Accounts and Notes Receivable

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at beginning of period

​

Additions/charges to cost and expense for allowances for doubtful accounts (a)

​

Deductions/write-offs

​

Balance at end of period

Year Ended December 31, 2019

​

$

7,980

​

$

4,964

​

$

(406)

​

$

12,538

Year Ended December 31, 2018

    

$

7,223

​

$

2,257

​

$

(1,500)

​

$

7,980

Year Ended December 31, 2017

​

$

6,458

​

$

1,109

​

$

(344)

​

$

7,223
Franchise sales  
Schedule of contract liability

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Balance at
beginning of period

    

New billings

    

Revenue recognized(a)

    

Balance at end
of period

Year ended December 31, 2019

​

$

27,560

​

$

7,750

​

$

(9,426)

​

$

25,884

(a)Revenue recognized related to the beginning balance was $8.4 million for the year ended December 31, 2019.
v3.19.3.a.u2
Leases (Tables)
 12 Months Ended
Dec. 31, 2019
Leases  
Schedule of lease cost and other information

​

​

​

​

​

​

​

​

Year Ended December 31, 2019

​

Lease Cost

​

​

​

​

Operating lease cost (a)

​

$

12,259

​

Sublease income

​

​

(1,508)

​

Short-term lease cost (b)

​

​

6,495

​

Total lease cost

​

$

17,246

​

Other information

​

​

​

​

Cash paid for amounts included in the measurement of lease liabilities

​

​

​

​

Operating cash outflows from operating leases

​

$

8,507

​

Weighted-average remaining lease term in years - operating leases

​

​

8.4

​

Weighted-average discount rate - operating leases

​

​

6.3

%

(a)Includes approximately $3.7 million of taxes, insurance and maintenance.
(b)Includes expenses associated with short-term leases of billboard advertisements and is included in “Marketing Funds expenses” on the Consolidated Statements of Income.
Schedule of maturities of lease liabilities under non-cancellable leases

Maturities under non-cancellable leases as of December 31, 2019 were as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Rent Payments

​

Sublease Receipts

​

Total Cash Outflows

Year ending December 31:

​

​

​

​

​

​

​

​

​

2020

    

$

8,756

​

$

(888)

​

$

7,868

2021

​

​

9,010

​

​

(775)

​

​

8,235

2022

​

​

9,002

​

​

(804)

​

​

8,198

2023

​

​

9,173

​

​

(822)

​

​

8,351

2024

​

​

9,439

​

​

(785)

​

​

8,654

Thereafter

​

​

34,235

​

​

(597)

​

​

33,638

Total lease payments

​

$

79,615

​

$

(4,671)

​

$

74,944

Less: imputed interest

​

​

18,554

​

​

​

​

​

​

Present value of lease liabilities

​

$

61,061

​

​

​

​

​

​
Schedule of previous lease accounting, maturities of lease liabilities

As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting, maturities under non-cancellable leases as of December 31, 2018 were as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Rent Payments

​

Sublease Receipts

​

Total Cash Outflows

Year ending December 31:

​

​

​

​

​

​

​

​

​

2019

    

$

9,402

​

$

(1,087)

​

$

8,315

2020

​

​

9,601

​

​

(873)

​

​

8,728

2021

​

​

9,341

​

​

(775)

​

​

8,566

2022

​

​

9,011

​

​

(804)

​

​

8,207

2023

​

​

9,169

​

​

(827)

​

​

8,342

Thereafter

​

​

43,556

​

​

(1,382)

​

​

42,174

Total lease payments

​

$

90,080

​

$

(5,748)

​

$

84,332
v3.19.3.a.u2
Non-controlling Interest (Tables)
 12 Months Ended
Dec. 31, 2019
Noncontrolling Interest  
Summary of Ownership of the Common Units

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

​

2019

​

2018

​

​

    

Shares

    

Ownership %

    

Shares

    

Ownership %

 

Non-controlling interest ownership of common units in RMCO

​

12,559,600

​

41.3

%  

12,559,600

​

41.4

%

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

​

17,838,233

​

58.7

%  

17,754,416

​

58.6

%

Total common units in RMCO

​

30,397,833

​

100.0

%  

30,314,016

​

100.0

%
Reconciliation from Income Before Provision for Income Taxes to Net Income

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2019

​

2018

​

2017

​

​

RE/MAX
Holdings,
Inc.

​

Non-controlling
interest

​

Total

​

RE/MAX
Holdings,
Inc.

​

Non-controlling
interest

​

Total

​

RE/MAX
Holdings,
Inc.

​

Non-controlling
interest

​

Total

​

Weighted average ownership percentage of RMCO(a)

​

58.6

%

​

41.4

%

​

100.0

%

​

58.6

%

​

41.4

%

​

100.0

%

​

58.5

%

​

41.5

%

​

100.0

%

Income before provision for income taxes(a)

$

33,850

​

$

23,915

​

$

57,765

​

$

41,238

​

$

24,926

​

$

66,164

​

$

65,493

​

$

23,369

​

$

88,862

​

Provision for income taxes(b)(c)

​

(8,810)

​

​

(2,099)

​

​

(10,909)

​

​

(14,355)

​

​

(1,987)

​

​

(16,342)

​

​

(55,394)

​

​

(2,148)

​

​

(57,542)

​

Net income

$

25,040

​

$

21,816

​

$

46,856

​

$

26,883

​

$

22,939

​

$

49,822

​

$

10,099

​

$

21,221

​

$

31,320

​

​

(a)The weighted average ownership percentage of RMCO differs from the allocation of income before provision for income taxes between Holdings and the non-controlling interest due to (i) certain relatively insignificant expenses and (ii) the significant gain on reduction in TRA liability in 2018 and 2017 attributable only to Holdings. See Note 12, Income Taxes for additional information.
(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 from RMCO. It also includes Holdings’ share of taxes directly incurred by RMCO and its subsidiaries, related primarily to tax liabilities in certain foreign jurisdictions. In 2018 and 2017, the provision for income taxes attributable to Holdings also includes a significant decrease in the value of deferred tax assets. See Note 12, Income Taxes for additional information.
(c)The provision for income taxes attributable to the non-controlling interest represents its share of taxes related primarily to tax liabilities in certain foreign jurisdictions directly incurred by RMCO or its subsidiaries. Because RMCO is a pass-through entity there is no U.S. federal and state income tax provision recorded on the non-controlling interest.
Distributions Paid or Payable

​

​

​

​

​

​

​

​

​

Year Ended

​

​

December 31, 

​

    

2019

    

2018

Tax and other distributions

​

$

4,880

​

$

4,511

Dividend distributions

​

​

10,550

​

​

10,048

Total distributions to non-controlling unitholders

​

$

15,430

​

$

14,559
v3.19.3.a.u2
Earnings Per Share and Dividends (Tables)
 12 Months Ended
Dec. 31, 2019
Earnings Per Share and Dividends  
Reconciliation of Numerator and Denominator used in Basic and Diluted EPS Calculations

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2019

​

2018

​

2017

Numerator

​

​

​

​

​

​

​

​

​

Net income attributable to RE/MAX Holdings, Inc.

​

$

25,040

​

$

26,883

​

$

10,099

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

​

​

​

​

​

​

​

​

​

Weighted average shares of Class A common stock outstanding

​

​

17,812,065

​

​

17,737,649

​

​

17,688,533

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

​

​

​

​

​

​

​

​

​

Weighted average shares of Class A common stock outstanding

​

​

17,812,065

​

​

17,737,649

​

​

17,688,533

Add dilutive effect of the following:

​

​

​

​

​

​

​

​

​

Restricted stock units

​

​

55,687

​

​

29,850

​

​

43,267

Weighted average shares of Class A common stock outstanding, diluted

​

​

17,867,752

​

​

17,767,499

​

​

17,731,800

Earnings per share of Class A common stock

​

​

​

​

​

​

​

​

​

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

​

$

1.41

​

$

1.52

​

$

0.57

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

​

$

1.40

​

$

1.51

​

$

0.57
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, 

​

​

2019

​

2018

​

2017

Quarter end declared

    

Date paid

    

Per share

    

Date paid

    

Per share

    

Date paid

    

Per share

March 31

​

March 20, 2019

​

$

0.21

​

March 21, 2018

​

$

0.20

​

March 22, 2017

​

$

0.18

June 30

​

May 29, 2019

​

​

0.21

​

May 30, 2018

​

​

0.20

​

May 31, 2017

​

​

0.18

September 30

​

August 29, 2019

​

​

0.21

​

August 29, 2018

​

​

0.20

​

August 30, 2017

​

​

0.18

December 31

​

November 27, 2019

​

​

0.21

​

November 28, 2018

​

​

0.20

​

November 29, 2017

​

​

0.18

​

​

​

​

$

0.84

​

​

​

$

0.80

​

​

​

$

0.72
v3.19.3.a.u2
Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2019
Acquisitions  
Summary of Unaudited Pro Forma Information

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

​

​

2018

​

​

2017

​

​

(in thousands, except per share amounts)

Total revenue

​

$

287,394

​

$

205,059

Net income attributable to Holdings

​

$

26,131

​

$

7,628

Basic earnings per common share

​

$

1.47

​

$

0.43

Diluted earnings per common share

​

$

1.47

​

$

0.43
Marketing funds  
Acquisitions  
Schedule of Fair Value Of Assets at Acquisition Date

The following table summarizes the Company’s allocation of the purchase price to the fair value of assets acquired and liabilities assumed (in thousands):

​

​

​

​

​

Restricted cash

​

$

28,495

Other current assets

​

​

8,472

Property and equipment

​

​

788

Other assets, net of current portion

​

​

126

Total assets acquired

​

​

37,881

Other current liabilities

​

​

37,881

Total liabilities assumed

​

​

37,881

Total acquisition price

​

$

-
Booj Llc  
Acquisitions  
Schedule of Fair Value Of Assets at Acquisition Date

The following table summarizes the Company’s allocation of the purchase price to the fair value of assets acquired and liabilities assumed (in thousands):

​

​

​

​

​

    

​

​

Cash

​

$

362

Other current assets

​

​

367

Property and equipment

​

​

625

Software

​

​

7,400

Trademarks

​

​

500

Non-compete agreement

​

​

1,200

Customer relationships

​

​

800

Other intangible assets

​

​

1,589

Other assets, net of current portion

​

​

336

Total assets acquired, excluding goodwill

​

​

13,179

Current portion of debt

​

​

(606)

Other current liabilities

​

​

(557)

Debt, net of current portion

​

​

(805)

Total liabilities assumed

​

​

(1,968)

Goodwill

​

​

15,039

Total purchase price

​

$

26,250
v3.19.3.a.u2
Property and Equipment (Tables)
 12 Months Ended
Dec. 31, 2019
Property and Equipment  
Property and Equipment

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

​

​

​

​

​

​

​

​

​

​

​

​

​

As of December 31, 

​

    

Depreciable Life

    

2019

    

2018

Leasehold improvements

    

Shorter of estimated useful life or life of lease

​

$

3,327

​

$

3,278

Office furniture, fixtures and equipment

​

2 - 10 years

​

​

17,057

​

​

14,392

Total property and equipment

​

​

​

​

20,384

​

​

17,670

Less accumulated depreciation

​

​

​

​

(14,940)

​

​

(13,280)

Total property and equipment, net

​

​

​

$

5,444

​

$

4,390
v3.19.3.a.u2
Intangible Assets and Goodwill (Tables)
 12 Months Ended
Dec. 31, 2019
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, 2019

​

As of December 31, 2018

​

​

Amortization

​

Initial

​

Accumulated

​

Net

​

Initial

​

Accumulated

​

Net

​

​

Period

​

Cost

​

Amortization

​

Balance

​

Cost

​

Amortization

​

Balance

Franchise agreements

​

12.5

​

$

180,867

​

$

(93,197)

​

$

87,670

​

$

180,867

​

$

(77,710)

​

$

103,157

Other intangible assets:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Software (a)

​

4.0

​

$

36,680

​

$

(9,653)

​

$

27,027

​

$

20,579

​

$

(5,802)

​

$

14,777

Trademarks

​

9.3

​

​

1,904

​

​

(1,037)

​

​

867

​

​

1,857

​

​

(839)

​

​

1,018

Non-compete agreements

​

7.7

​

​

3,700

​

​

(1,546)

​

​

2,154

​

​

3,700

​

​

(896)

​

​

2,804

Training materials

​

5.0

​

​

2,400

​

​

(640)

​

​

1,760

​

​

2,350

​

​

(157)

​

​

2,193

Other (b)

​

5.0

​

​

800

​

​

(293)

​

​

507

​

​

2,389

​

​

(216)

​

​

2,173

Total other intangible assets

​

4.6

​

$

45,484

​

$

(13,169)

​

$

32,315

​

$

30,875

​

$

(7,910)

​

$

22,965

(a)As of December 31, 2019, and December 31, 2018, capitalized software development costs of $10.5 million and $4.5 million, respectively, were related to technology projects not yet complete and ready for their intended use and thus were not subject to amortization.
(b)Other consists of customer relationships and a favorable market lease, both obtained in connection with the acquisition of booj. The favorable market lease was subsumed into “Operating lease right of use assets” on the accompanying Consolidated Balance Sheet upon adopting the new lease standard on January 1, 2019. See Note 2, Summary of Significant Accounting Policies for additional information.
Schedule of estimated future amortization of intangible assets, other than goodwill

As of December 31, 2019, the estimated future amortization expense for the next five years related to intangible assets includes the estimated amortization expense associated with the Company’s intangible assets assumed with the acquisition of booj and is as follows (in thousands):

​

​

​

​

Year ending December 31:

​

​

​

2020

​

$

25,438

2021

​

​

25,122

2022

​

​

21,946

2023

​

​

14,594

2024

​

​

12,146

​

​

$

99,246
Schedule of changes to goodwill

The following table presents changes to goodwill for the period from January 1, 2018 to December 31, 2019 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

    

RE/MAX
Franchising

    

Motto Franchising

    

Total

Balance, January 1, 2018

​

$

123,413

​

$

11,800

​

$

135,213

Goodwill recognized related to acquisitions(a)

​

​

15,039

​

​

—

​

​

15,039

Adjustments to acquisition accounting during the measurement period

​

​

700

​

​

—

​

​

700

Effect of changes in foreign currency exchange rates

​

​

(268)

​

​

—

​

​

(268)

Balance, December 31, 2018

​

​

138,884

​

​

11,800

​

​

150,684

Goodwill recognized related to acquisitions(a)

​

​

8,207

​

​

—

​

​

8,207

Effect of changes in foreign currency exchange rates

​

​

147

​

​

—

​

​

147

Balance, December 31, 2019

​

$

147,238

​

$

11,800

​

$

159,038

(a)The purpose of the booj and First acquisitions is to deliver technology solutions to RE/MAX franchisees and agents. As such, the Company allocated the goodwill arising from these acquisitions to RE/MAX Franchising. See Note 6, Acquisitions for additional information.
v3.19.3.a.u2
Accrued Liabilities (Tables)
 12 Months Ended
Dec. 31, 2019
Accrued Liabilities.  
Schedule of Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

2019

​

2018

Marketing Funds (a)

​

$

39,672

​

$

—

Accrued payroll and related employee costs

​

​

11,900

​

​

6,517

Accrued taxes

​

​

2,451

​

​

1,480

Accrued professional fees

​

​

2,047

​

​

2,010

Other

​

​

4,093

​

​

3,136

​

​

$

60,163

​

$

13,143

(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. As previously noted, the Marketing Funds were acquired on January 1, 2019.
v3.19.3.a.u2
Debt (Tables)
 12 Months Ended
Dec. 31, 2019
Debt  
Schedule of debt

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

​

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

2019

​

2018

Senior Secured Credit Facility

​

$

227,363

​

$

229,713

Other long-term financing(a)

​

​

362

​

​

635

Less unamortized debt issuance costs

​

​

(1,182)

​

​

(1,481)

Less unamortized debt discount costs

​

​

(862)

​

​

(1,080)

Less current portion(a)

​

​

(2,648)

​

​

(2,622)

​

​

$

223,033

​

$

225,165

(a)Includes financing assumed with the acquisition of booj. As of December 31, 2019 and 2018, the carrying value of this financing approximates the fair value.
Schedule of Maturities of Debt

Maturities of debt are as follows (in thousands):

​

​

​

​

Year Ended December 31, 2019

    

​

​

2020

​

$

2,648

2021

​

​

2,414

2022

​

​

2,350

2023

​

​

220,313

​

​

$

227,725
v3.19.3.a.u2
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2019
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, 2019

​

As of December 31, 2018

​

    

Fair Value

    

Level 1

    

​

    

Level 3

​

Fair Value

    

Level 1

    

Level 2

    

Level 3

Liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Contingent consideration

​

$

5,005

​

$

—

​

—

​

$

5,005

​

$

5,070

​

$

—

​

$

—

​

$

5,070
Reconciliation of all liabilities of Company measured at fair value on a recurring basis using significant unobservable inputs

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

​

​

​

​

Balance at January 1, 2018

​

$

6,580

Fair value adjustments (a)

​

​

(1,289)

Cash payments

​

​

(221)

Balance at December 31, 2018

​

​

5,070

Fair value adjustments (a)

​

​

241

Cash payments

​

​

(306)

Balance at December 31, 2019

​

$

5,005

(a)Fair value adjustments relate to realignment of future franchise sales assumptions to more closely reflect historical sales trends from inception to date.
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, 

​

December 31,

​

​

2019

​

2018

​

    

Carrying
Amount

    

Fair Value
Level 2

    

Carrying
Amount

    

Fair Value
Level 2

Senior Secured Credit Facility

​

$

225,319

​

$

227,363

​

$

227,152

​

$

221,673
v3.19.3.a.u2
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2019
Income Taxes  
Schedule of Income Before Provision for Income Taxes

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

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

​

2019

​

2018

    

2017

Domestic

    

$

44,343

​

$

52,798

​

$

77,346

Foreign

​

​

13,422

​

​

13,366

​

​

11,516

Total

​

$

57,765

​

$

66,164

​

$

88,862
Schedule of Components of Provision for Income Taxes

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

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

​

2019

​

2018

    

2017

Current

​

​

​

​

​

​

​

​

​

Federal

​

$

2,533

​

$

1,393

​

$

3,239

Foreign

​

​

4,929

​

​

4,738

​

​

5,203

State and local

​

​

1,137

​

​

700

​

​

1,169

Total current expense

​

​

8,599

​

​

6,831

​

​

9,611

Deferred expense

​

​

​

​

​

​

​

​

​

Federal

​

​

2,084

​

​

8,795

​

​

47,045

Foreign

​

​

(142)

​

​

12

​

​

323

State and local

​

​

368

​

​

704

​

​

563

Total deferred expense

​

​

2,310

​

​

9,511

​

​

47,931

Provision for income taxes

​

$

10,909

​

$

16,342

​

$

57,542
Schedule of Reconciliation of U.S. Statutory Income Tax Rate to Company's Effective Tax Rate

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

​

​

​

2019

​

2018

    

2017

U.S. statutory tax rate

​

​

21.0

%

​

21.0

%

​

35.0

%

Increase due to state and local taxes, net of federal benefit

​

​

3.1

​

​

3.1

​

​

2.6

​

Non-creditable foreign taxes

​

​

1.1

​

​

1.2

​

​

-

​

Foreign derived intangible income deduction

​

​

(1.5)

​

​

(1.3)

​

​

-

​

Income attributable to non-controlling interests

​

​

(7.2)

​

​

(7.3)

​

​

(12.5)

​

Uncertain Tax Positions

​

​

1.0

​

​

0.8

​

​

0.6

​

Other

​

​

1.4

​

​

(0.8)

​

​

(0.8)

​

Subtotal

​

​

18.9

​

​

16.7

​

​

24.9

​

Impact of TRA adjustment on NCI (a)

​

​

-

​

​

0.7

​

​

4.5

​

Effect of permanent difference - TRA adjustment (b)

​

​

-

​

​

(2.2)

​

​

(13.6)

​

Tax Reform Rate Change (c)

​

​

-

​

​

-

​

​

49.0

​

Valuation allowance recognized on basis step-ups

​

​

-

​

​

9.5

​

​

-

​

​

​

​

18.9

%

​

24.7

%

​

64.8

%

​

(a)Reflects additional impact of non-controlling interest adjustment being on a larger base of income that includes the gain on reduction in TRA liability.
(b)Reflects the impact of gain on TRA liability reduction, which is not taxable.
(c)Reflects reduction in deferred tax assets and resulting increase in deferred tax expense due to U.S. Federal rate declining from 35% to 21%.
Summary of Deferred Tax Assets and Liabilities

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

2019

​

2018

Long-term deferred tax assets

​

​

​

​

​

​

Goodwill, other intangibles and other assets

​

$

42,800

​

$

48,427

Imputed interest deduction pursuant to tax receivable agreements

​

​

2,651

​

​

2,719

Operating lease liabilities

​

​

1,618

​

​

1,845

Compensation and benefits

​

​

3,043

​

​

2,131

Allowance for doubtful accounts

​

​

1,629

​

​

944

Motto contingent liability

​

​

783

​

​

748

Deferred revenue

​

​

3,706

​

​

3,939

Foreign tax credit carryforward

​

​

1,862

​

​

1,259

Net operating loss

​

​

2,641

​

​

—

Other

​

​

950

​

​

1,435

Total long-term deferred tax assets

​

​

61,683

​

​

63,447

Valuation allowance (a)

​

​

(7,184)

​

​

(7,051)

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

​

​

54,499

​

​

56,396

Long-term deferred tax liabilities

​

​

​

​

​

​

Property and equipment and other long lived assets

​

​

(1,494)

​

​

(2,944)

Other

​

​

(703)

​

​

—

Total long-term deferred tax liabilities

​

​

(2,197)

​

​

(2,944)

Net long-term deferred tax assets

​

​

52,302

​

​

53,452

Total deferred tax assets and liabilities

​

$

52,302

​

$

53,452

​

(a)Includes a valuation allowance on deferred tax assets for goodwill and intangibles in the Company’s Western Canada operations, as well as foreign tax credit carryforwards.
Schedule of Unrecognized Tax Benefits

​

​

​

​

​

​

​

​

​

​

As of December 31, 

​

​

2019

​

​

2018

Balance, January 1

​

$

4,278

​

$

3,703

Increase related to current period tax positions

​

​

532

​

​

575

Balance, December 31(a)

​

$

4,810

​

$

4,278
v3.19.3.a.u2
Equity-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2019
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, 

​

2019

    

2018

    

2017

Expense from Time-based awards (a)

$

7,554

​

$

5,189

​

$

2,523

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

​

(179)

​

​

4,126

​

​

377

Expense from bonus to be settled in shares (c)

​

3,788

​

​

—

​

​

—

Equity-based compensation capitalized (a)

​

(229)

​

​

(139)

​

​

—

Equity-based compensation expense

​

10,934

​

​

9,176

​

​

2,900

Tax benefit from equity-based compensation

​

(1,548)

​

​

(1,297)

​

​

(637)

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

​

55

​

​

(145)

​

​

(324)

Net compensation cost

$

9,441

​

$

7,734

​

$

1,939

(a)Includes expense recognized and costs capitalized in connection with the awards granted to booj employees and former owners at the time of acquisition.
(b)Expense recognized for performance-based awards is re-assessed each quarter based on expectations of achievement against the performance conditions. For the year ended December 31, 2019, the Company reversed expense that had been recognized in 2018 for awards granted for certain booj work deliverables. This reversal was primarily a result of modifying the awards to extend the due date of the performance conditions, primarily through December 31, 2019, as the achievement of the goals at the previous date was no longer probable. Accounting for these modifications resulting in the reversal of the cumulative expense previously recognized and expensing the modified awards over the new vesting period resulting in a net $0.3 million recognized in 2019. Also, for the year ended December 31, 2019, certain conditions were no longer deemed probable of being met for other performance awards tied to the achievement of a revenue target measured over a three-year performance period. The cumulative expense previously recognized was reversed in the current period, resulting in a negative expense of ($0.5) million in 2019.
(c)In 2019, the Company revised its annual bonus plan so that half of the bonus for most employees will be settled in shares. The share amounts to be issued will be determined based on the stock price at the time of vesting in early 2020. These amounts are recognized as “Accrued liabilities” in the accompanying Consolidated Balance Sheets and are not included in “Additional paid-in capital” until shares are issued.
Time-based awards  
Restricted Stock Units

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

​

​

​

​

​

​

​

    

RSUs

    

Weighted average
grant date fair
value per share

Balance, January 1, 2019

​

298,610

​

$

51.97

Granted (a)

​

257,087

​

$

38.43

Shares vested (including tax withholding) (b)

​

(80,008)

​

$

43.30

Forfeited

​

(20,237)

​

$

45.41

Balance, December 31, 2019

​

455,452

​

$

46.15

​

​

​

​

​

​

(a)The weighted average grant date fair value for the years ended December 31, 2018 and 2017 were $53.04 and $55.45 per RSU granted, respectively.
(b)Pursuant to the terms of the Incentive Plan, RSUs withheld by the Company for the payment of the employee's tax withholding related to an RSU vesting are added back to the pool of shares available for future awards.
Performance-based awards  
Restricted Stock Units

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

​

​

​

​

​

​

​

    

PSUs

    

Weighted average
grant date fair
value per share

Balance, January 1, 2019

​

179,615

​

$

55.75

Granted (a)(b)

​

119,410

​

$

38.87

Shares vested

​

(97,436)

​

$

36.20

Forfeited

​

(61,625)

​

$

56.24

Balance, December 31, 2019

​

139,964

​

$

45.31

​

​

​

​

​

​

(a)Represents the total participant target award.
(b)The weighted average grant date fair value for the years ended December 31, 2018 and 2017 were $55.38 and $57.88 per PSU granted, respectively.
v3.19.3.a.u2
Segment Information (Tables)
 12 Months Ended
Dec. 31, 2019
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, 

​

​

2019

​

2018*

​

2017*

Continuing franchise fees

​

$

95,853

​

$

98,828

​

$

93,232

Annual dues

​

​

35,409

​

​

35,894

​

​

33,767

Broker fees

​

​

45,990

​

​

46,871

​

​

43,801

Franchise sales and other revenue

​

​

22,383

​

​

22,911

​

​

22,357

Total RE/MAX Franchising

​

​

199,635

​

​

204,504

​

​

193,157

Continuing franchise fees

​

​

4,075

​

​

2,276

​

​

462

Franchise sales and other revenue

​

​

468

​

​

260

​

​

95

Total Motto Franchising

​

​

4,543

​

​

2,536

​

​

557

Marketing Funds fees

​

​

72,299

​

​

—

​

​

—

Other

​

​

5,816

​

​

5,586

​

​

—

Total revenue

​

$

282,293

​

$

212,626

​

$

193,714

*Amounts in the years ended December 31, 2018 and 2017 have been recast to show Motto separately.
Schedule of Revenue and Adjusted EBITDA of the Company's Reportable Segment

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

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

​

2019

​

2018*

​

2017*

Adjusted EBITDA: RE/MAX Franchising

​

$

106,810

​

$

108,669

​

$

105,184

Adjusted EBITDA: Motto Franchising

​

​

(2,709)

​

​

(3,436)

​

​

(3,039)

Adjusted EBITDA: Other

​

​

(586)

​

​

(917)

​

​

—

Adjusted EBITDA: Consolidated

​

​

103,515

​

​

104,316

​

​

102,145

Gain (loss) on sale or disposition of assets and sublease, net (a)

​

​

(342)

​

​

139

​

​

(4,260)

Equity-based compensation expense

​

​

(10,934)

​

​

(9,176)

​

​

(2,900)

Acquisition-related expense (b)

​

​

(1,127)

​

​

(1,634)

​

​

(5,889)

Gain on reduction in TRA liability (c)

​

​

—

​

​

6,145

​

​

32,736

Special Committee investigation and remediation expense (d)

​

​

—

​

​

(2,862)

​

​

(2,634)

Fair value adjustments to contingent consideration (e)

​

​

(241)

​

​

1,289

​

​

(180)

Interest income

​

​

1,446

​

​

676

​

​

352

Interest expense

​

​

(12,229)

​

​

(12,051)

​

​

(9,996)

Depreciation and amortization

​

​

(22,323)

​

​

(20,678)

​

​

(20,512)

Income before provision for income taxes

​

$

57,765

​

$

66,164

​

$

88,862

*Amounts in the years ended December 31, 2018 and 2017 have been recast to show Motto separately.

(a)Represents gain (loss) on the sale or disposition of assets as well as the gains (losses) on the sublease of a portion of our corporate headquarters office building.
(b)Acquisition-related expense includes legal, accounting, advisory and consulting fees incurred in connection with the acquisition and integration of acquired companies.
(c)Gain on reduction in tax receivable agreement liability is a result of the Tax Cuts and Jobs Act enacted in December 2017 and further clarified in 2018. See Note 12, Income Taxes for additional information.
(d)Special Committee investigation and remediation expense relates to costs incurred in relation to the previously disclosed investigation by the special committee of independent directors of actions of certain members of our senior management and the implementation of the remediation plan.
(e)Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liability. See Note 11, Fair Value Measurements 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,

​

​

2019

​

2018*

RE/MAX Franchising

​

$

479,370

​

$

406,643

Marketing Funds

​

​

41,090

​

​

—

Motto Franchising

​

​

20,161

​

​

21,346

Other

​

​

1,731

​

​

384

Total assets

​

$

542,352

​

$

428,373
Summary of Long-lived Assets, Net of accumulated depreciation by Geographic Areas

The following table presents long-lived assets, net of accumulated depreciation disaggregated by geographical area (in thousands):

​

​

​

​

​

​

​

​

​

As of December 31,

​

​

2019

​

2018

U.S.

​

$

5,406

​

$

4,342

Global

​

​

38

​

​

48

Total long-lived assets

​

$

5,444

​

$

4,390
v3.19.3.a.u2
Quarterly Financial Information (Tables)
 12 Months Ended
Dec. 31, 2019
Quarterly Financial Information (unaudited)  
Schedule of Quarterly Financial Information

Summarized quarterly results were as follows (in thousands, except shares and per share amounts):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Quarter Ended

​

​

    

March 31, 2019

    

June 30, 2019

    

September 30, 2019

    

December 31, 2019

 

Total revenue

​

$

71,178

​

$

71,381

​

$

71,541

​

$

68,193

​

Total operating expenses

​

​

58,233

​

​

49,311

​

​

48,097

​

​

58,213

​

Operating income

​

​

12,945

​

​

22,070

​

​

23,444

​

​

9,980

​

Total other expenses, net

    

​

(2,780)

​

​

(2,751)

​

​

(2,727)

​

​

(2,416)

​

Income before provision for income taxes

​

​

10,165

​

​

19,319

​

​

20,717

​

​

7,564

​

Provision for income taxes

​

​

(1,908)

​

​

(3,186)

​

​

(3,453)

​

​

(2,362)

​

Net income

​

​

8,257

​

​

16,133

​

​

17,264

​

​

5,202

​

Less: net income attributable to non-controlling interest

​

​

3,848

​

​

7,563

​

​

8,091

​

​

2,314

​

Net income attributable to Holdings

​

$

4,409

​

$

8,570

​

$

9,173

​

$

2,888

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income attributable to Holdings per share of Class A common stock

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

$

0.25

​

$

0.48

​

$

0.51

​

$

0.16

​

Diluted

​

$

0.25

​

$

0.48

​

$

0.51

​

$

0.16

​

Weighted average shares of Class A common stock outstanding

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

17,775,381

​

​

17,808,321

​

​

17,826,332

​

​

17,837,386

​

Diluted

​

​

17,817,620

​

​

17,833,958

​

​

17,840,158

​

​

17,978,431

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

For the Quarter Ended

​

​

    

March 31, 2018

    

June 30, 2018

    

September 30, 2018

    

December 31, 2018

 

Total revenue

​

$

52,642

​

$

54,277

​

$

54,866

​

$

50,841

​

Total operating expenses

​

​

38,925

​

​

33,363

​

​

33,059

​

​

29,428

​

Operating income

​

​

13,717

​

​

20,914

​

​

21,807

​

​

21,413

​

Total other expenses, net

​

​

(2,688)

​

​

(3,176)

​

​

(2,846)

​

​

(2,977)

​

Income before provision for income taxes

​

​

11,029

​

​

17,738

​

​

18,961

​

​

18,436

​

Provision for income taxes

​

​

(1,997)

​

​

(3,283)

​

​

(3,555)

​

​

(7,507)

​

Net income

​

​

9,032

​

​

14,455

​

​

15,406

​

​

10,929

​

Less: net income attributable to non-controlling interest

​

​

4,089

​

​

6,848

​

​

7,307

​

​

4,695

​

Net income attributable to Holdings

​

$

4,943

​

$

7,607

​

$

8,099

​

$

6,234

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net income attributable to Holdings per share of Class A common stock

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

$

0.28

​

$

0.43

​

$

0.46

​

$

0.35

​

Diluted

​

$

0.28

​

$

0.43

​

$

0.46

​

$

0.35

​

Weighted average shares of Class A common stock outstanding

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

17,709,095

​

​

17,746,042

​

​

17,746,184

​

​

17,748,745

​

Diluted

​

​

17,762,133

​

​

17,769,641

​

​

17,771,212

​

​

17,771,180

​
v3.19.3.a.u2
Business and Organization (Details)
 12 Months Ended
Dec. 31, 2019
country
Office
class
item
Vote
Dec. 31, 2018
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]    
Number of classes of common stock | class 2  
RMCO, LLC    
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]    
Parent economic interest in RMCO (as a percent) 58.70% 58.60%
Non-controlling interest ownership of common units in RMCO as a percentage 41.30% 41.40%
RIHI | RMCO, LLC    
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]    
Non-controlling interest ownership of common units in RMCO as a percentage 41.30%  
Minimum    
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]    
Number of agents | item 130,000  
Number of offices | Office 8,000  
Number of countries in which entity operates | country 110  
REMAX [Member]    
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]    
Percentage of Company consisting of franchises 100.00%  
Common Class A    
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]    
Number of votes per share held | Vote 1  
Common Class B | RIHI    
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]    
Ratio of votes in parent company to number of L L C common units held 2  
v3.19.3.a.u2
Summary of Significant Accounting Policies - Schedule of Deferred Revenue (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Disaggregation of Revenue [Line Items]      
New billings $ 1,566 $ (228) $ (4,705)
Annual dues      
Disaggregation of Revenue [Line Items]      
Deferred revenue recognition period 12 months    
Balance at beginning of period $ 15,877    
New billings 35,514    
Revenue recognized (35,409)    
Balance at the end of period 15,982 15,877  
Revenue recognized 14,400    
Franchise sales      
Disaggregation of Revenue [Line Items]      
Balance at beginning of period 27,560    
New billings 7,750    
Revenue recognized (9,426)    
Balance at the end of period 25,884 $ 27,560  
Revenue recognized $ 8,400    
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    
v3.19.3.a.u2
Summary of Significant Accounting Policies - Commissions Related to Franchise Sales (Details) - Commissions Related to Franchise Sales
$ in Thousands
 12 Months Ended
Dec. 31, 2019
USD ($)
Capitalized Contract Cost [Line Items]  
Balance at beginning of period $ 3,748
Expense recognized (1,290)
Additions to contract cost for new activity 1,120
Balance at end of period $ 3,578
v3.19.3.a.u2
Summary of Significant Accounting Policies - Disaggregated revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Disaggregation of Revenue [Line Items]                      
Total revenue $ 68,193 $ 71,541 $ 71,381 $ 71,178 $ 50,841 $ 54,866 $ 54,277 $ 52,642 $ 282,293 $ 212,626 $ 193,714
Company -owned Regions                      
Disaggregation of Revenue [Line Items]                      
Total revenue                 128,972 133,925 125,092
Independent Regions                      
Disaggregation of Revenue [Line Items]                      
Total revenue                 44,686 46,289 44,799
Global and Other                      
Disaggregation of Revenue [Line Items]                      
Total revenue                 25,978 24,290 23,267
RE/MAX Franchising                      
Disaggregation of Revenue [Line Items]                      
Total revenue                 199,636 204,504 193,158
Motto Franchising                      
Disaggregation of Revenue [Line Items]                      
Total revenue                 4,542 2,536 556
Total Marketing Funds                      
Disaggregation of Revenue [Line Items]                      
Total revenue                 72,299    
Other                      
Disaggregation of Revenue [Line Items]                      
Total revenue                 5,816 5,586  
U.S. | RE/MAX Franchising                      
Disaggregation of Revenue [Line Items]                      
Total revenue                 164,867 170,496 160,538
U.S. | Total Marketing Funds                      
Disaggregation of Revenue [Line Items]                      
Total revenue                 64,906    
Canada | RE/MAX Franchising                      
Disaggregation of Revenue [Line Items]                      
Total revenue                 23,024 23,771 23,189
Canada | Total Marketing Funds                      
Disaggregation of Revenue [Line Items]                      
Total revenue                 6,559    
Global | RE/MAX Franchising                      
Disaggregation of Revenue [Line Items]                      
Total revenue                 11,745 $ 10,237 $ 9,431
Global | Total Marketing Funds                      
Disaggregation of Revenue [Line Items]                      
Total revenue                 $ 834    
v3.19.3.a.u2
Summary of Significant Accounting Policies - Transaction Price (Details)
$ in Thousands
Dec. 31, 2019
USD ($)
Annual Dues And Franchise Sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 41,866
Annual dues  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue 15,982
Franchise sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue 25,884
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | Annual Dues And Franchise Sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 23,123
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | Annual dues  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 15,982
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | Franchise sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 7,141
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Annual Dues And Franchise Sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 5,801
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Annual dues  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 0
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | Franchise sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 5,801
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Annual Dues And Franchise Sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 4,368
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Annual dues  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 0
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | Franchise sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 4,368
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Annual Dues And Franchise Sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 2,881
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Annual dues  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 0
Performance period 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | Franchise sales  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation revenue $ 2,881
Performance period 1 year
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 $ 1,589
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 $ 0
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 $ 1,589
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 $ 4,104
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]  
Remaining performance obligation revenue $ 0
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 $ 4,104
Performance period 1 year
v3.19.3.a.u2
Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Cash, Cash Equivalents and Restricted Cash        
Cash and cash equivalents $ 83,001 $ 59,974    
Total cash, cash equivalents and restricted cash 103,601 59,974 $ 50,807 $ 57,609
Marketing funds        
Cash, Cash Equivalents and Restricted Cash        
Cash and cash equivalents 83,001 59,974    
Restricted Cash 20,600      
Total cash, cash equivalents and restricted cash $ 103,601 $ 59,974    
v3.19.3.a.u2
Summary of Significant Accounting Policies - Services Provided to Marketing Funds by RE/MAX Franchising (Details) - Marketing funds - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Cost charges $ 15,102    
Technology development - operating      
Cost charges 6,244    
Technology development - capital      
Cost charges 5,095    
Marketing staff and administrative services      
Cost charges $ 3,763 $ 3,800 $ 3,400
v3.19.3.a.u2
Summary of Significant Accounting Policies - Schedule of Allowances Against Accounts and Notes Receivable (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Balance at beginning of period $ 7,980 $ 7,223 $ 6,458
Additions and charges to cost and expense for allowances for doubtful accounts 4,964 2,257 1,109
Deductions/ write-offs (406) (1,500) (344)
Balance at end of period 12,538 $ 7,980 $ 7,223
Marketing funds      
Additions and charges to cost and expense for allowances for doubtful accounts $ 1,500    
v3.19.3.a.u2
Summary of Significant Accounting Policies - Additional Information (Details)
 12 Months Ended
Dec. 31, 2019
USD ($)
country
Dec. 31, 2018
USD ($)
Dec. 31, 2017
USD ($)
Significant Accounting Policies [Line Items]      
Broker fees, as a percent 1.00%    
Grandfathered agents as a percent 17.00%    
Impairment of franchise agreements and other intangible assets subject to amortization $ 0 $ 0 $ 0
Impairment of goodwill $ 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    
v3.19.3.a.u2
Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements (Details) - USD ($)
$ in Thousands
Jan. 01, 2019
Dec. 31, 2019
Dec. 31, 2018
Summary of Significant Accounting Policies      
Lease, Practical Expedients, Package [true false] true    
Lease, Practical Expedient, Use of Hindsight [true false] false    
Operating Lease, Right-of-Use Asset $ 55,600 $ 51,129 $ 0
Operating Lease, Liability 65,800 $ 61,061  
Deferred rent 9,300    
Sublease loss 2,400    
Intangible assets $ 1,500    
v3.19.3.a.u2
Leases (Details)
 12 Months Ended
Dec. 31, 2019
agreement
item
Lessee, Lease, Description [Line Items]  
Remaining lease term 14 years
Option to renew - lessee true
Number of sublease agreements 4
Number of renewal options reasonably certain to be exercised | item 0
Number of sublease agreements - contingent upon renewal 2
Number of sublease agreements - exercised 2
Minimum  
Lessee, Lease, Description [Line Items]  
Renewal of lease period 1 year
Maximum  
Lessee, Lease, Description [Line Items]  
Renewal of lease period 20 years
Master Lease  
Lessee, Lease, Description [Line Items]  
Number Of Renewal Terms | item 2
Percentage Of Increase In Operating Lease Rent 3.00%
Renewal of lease period 10 years
v3.19.3.a.u2
Leases - Lease Cost (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2019
USD ($)
Lease Cost  
Operating lease cost $ 12,259
Sublease income (1,508)
Short-term lease cost 6,495
Total lease cost 17,246
Operating cash flows from operating leases $ 8,507
Weighted-average remaining lease term in years - operating leases 8 years 4 months 24 days
Weighted-average discount rate - operating leases 6.30%
Taxes, insurance and maintenance related to operating lease $ 3,700
v3.19.3.a.u2
Leases - Maturities of lease liabilities under non-cancellable leases (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Jan. 01, 2019
Rent Payments    
2020 $ 8,756  
2021 9,010  
2022 9,002  
2023 9,173  
2024 9,439  
Thereafter 34,235  
Total lease payments 79,615  
Less: imputed interest 18,554  
Present value of lease liabilities 61,061 $ 65,800
Sublease Receipts    
2020 (888)  
2021 (775)  
2022 (804)  
2023 (822)  
2024 (785)  
Thereafter (597)  
Sublease Receipts (4,671)  
Total Cash Outflows    
2020 7,868  
2021 8,235  
2022 8,198  
2023 8,351  
2024 8,654  
Thereafter 33,638  
Total Cash Outflows $ 74,944  
v3.19.3.a.u2
Leases - Previous lease accounting, maturities of lease liabilities (Details)
$ in Thousands
Dec. 31, 2018
USD ($)
Rent Payments  
2019 $ 9,402
2020 9,601
2021 9,341
2022 9,011
2023 9,169
Thereafter 43,556
Total lease payments 90,080
Sublease Receipts  
2019 (1,087)
2020 (873)
2021 (775)
2022 (804)
2023 (827)
Thereafter (1,382)
Total Sublease receipts (5,748)
Total Cash Outflows  
2019 8,315
2020 8,728
2021 8,566
2022 8,207
2023 8,342
Thereafter 42,174
Total Cash Outflows $ 84,332
v3.19.3.a.u2
Non-controlling Interest - Ownership of common units in RMCO (Details) - RMCO, LLC - shares
Dec. 31, 2019
Dec. 31, 2018
Shares    
Non-controlling interest ownership of common units in RMCO 12,559,600 12,559,600
Holdings outstanding Class A common stock (equal to Holdings common units in RMCO) 17,838,233 17,754,416
Total number of common stock units in RMCO 30,397,833 30,314,016
Ownership Percentage    
Non-controlling interest ownership of common units in RMCO as a percentage 41.30% 41.40%
Holdings outstanding Class A common stock (equal to Holdings common units in RMCO) 58.70% 58.60%
Total percentage of common stock units 100.00% 100.00%
RIHI    
Ownership Percentage    
Non-controlling interest ownership of common units in RMCO as a percentage 41.30%  
v3.19.3.a.u2
Non-controlling Interest - Net income reconciliation (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Noncontrolling Interest                      
Weighted average ownership percentage of controlling interest                 58.60% 58.60% 58.50%
Weighted average ownership percentage of noncontrolling interest                 41.40% 41.40% 41.50%
Total (as a percentage)                 100.00% 100.00% 100.00%
Income before provision for income taxes attributable to RE/MAX Holdings, Inc.                 $ 33,850 $ 41,238 $ 65,493
Income before provision for income taxes: Non-controlling interest                 23,915 24,926 23,369
Income before provision for income taxes $ 7,564 $ 20,717 $ 19,319 $ 10,165 $ 18,436 $ 18,961 $ 17,738 $ 11,029 57,765 66,164 88,862
Provision for income taxes attributable to RE/MAX Holdings, Inc.                 (8,810) (14,355) (55,394)
Provision for income taxes: Non-controlling interest                 (2,099) (1,987) (2,148)
Provision for income taxes (2,362) (3,453) (3,186) (1,908) (7,507) (3,555) (3,283) (1,997) (10,909) (16,342) (57,542)
Net income attributable to RE/MAX Holdings, Inc. 2,888 9,173 8,570 4,409 6,234 8,099 7,607 4,943 25,040 26,883 10,099
Net income: Non-controlling interest 2,314 8,091 7,563 3,848 4,695 7,307 6,848 4,089 21,816 22,939 21,221
Net income $ 5,202 $ 17,264 $ 16,133 $ 8,257 $ 10,929 $ 15,406 $ 14,455 $ 9,032 $ 46,856 $ 49,822 $ 31,320
v3.19.3.a.u2
Non-controlling Interest - Distributions Paid or Payable (Details) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 19, 2020
Dec. 31, 2019
Dec. 31, 2018
Dividends Payable [Line Items]      
Distributions paid or payable to or on behalf of non-controlling unitholders   $ 15,430 $ 14,559
Tax and other distributions      
Dividends Payable [Line Items]      
Distributions paid or payable to or on behalf of non-controlling unitholders   4,880 4,511
Dividend distributions      
Dividends Payable [Line Items]      
Distributions paid or payable to or on behalf of non-controlling unitholders   $ 10,550 $ 10,048
Subsequent Event | Quarterly distribution      
Dividends Payable [Line Items]      
Distributions paid or payable to or on behalf of non-controlling unitholders $ 2,800    
v3.19.3.a.u2
Non-controlling Interest - Narrative (Details) - USD ($)
$ in Thousands, shares in Millions
 1 Months Ended 2 Months Ended 12 Months Ended
Oct. 31, 2013
Dec. 31, 2015
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Significant Accounting Policies [Line Items]          
Deferred tax assets, net     $ 52,302 $ 53,452  
Corporate tax rate     21.00% 21.00% 35.00%
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%    
RMCO, LLC | RIHI          
Significant Accounting Policies [Line Items]          
TRA liability     $ 37,200    
v3.19.3.a.u2
Earnings Per Share and Dividends - Reconciliation of the numerator and denominator used in basic and diluted EPS calculations (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Numerator                      
Net income attributable to RE/MAX Holdings, Inc. $ 2,888 $ 9,173 $ 8,570 $ 4,409 $ 6,234 $ 8,099 $ 7,607 $ 4,943 $ 25,040 $ 26,883 $ 10,099
Common Class A                      
Denominator for basic net income per share of Class A common stock                      
Weighted average shares of Class A common stock outstanding 17,837,386 17,826,332 17,808,321 17,775,381 17,748,745 17,746,184 17,746,042 17,709,095 17,812,065 17,737,649 17,688,533
Denominator for diluted net income per share of Class A common stock                      
Weighted average shares of Class A common stock outstanding 17,837,386 17,826,332 17,808,321 17,775,381 17,748,745 17,746,184 17,746,042 17,709,095 17,812,065 17,737,649 17,688,533
Add dilutive effect of the following:                      
Weighted average shares of Class A common stock outstanding, diluted 17,978,431 17,840,158 17,833,958 17,817,620 17,771,180 17,771,212 17,769,641 17,762,133 17,867,752 17,767,499 17,731,800
Earnings per share of Class A common stock                      
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock, basic $ 0.16 $ 0.51 $ 0.48 $ 0.25 $ 0.35 $ 0.46 $ 0.43 $ 0.28 $ 1.41 $ 1.52 $ 0.57
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock, diluted $ 0.16 $ 0.51 $ 0.48 $ 0.25 $ 0.35 $ 0.46 $ 0.43 $ 0.28 $ 1.40 $ 1.51 $ 0.57
Restricted Stock Units (RSUs) | Common Class A                      
Add dilutive effect of the following:                      
Restricted stock units                 55,687 29,850 43,267
v3.19.3.a.u2
Earnings Per Share and Dividends - Additional Information (Details) - $ / shares
 3 Months Ended 12 Months Ended
Feb. 19, 2020
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2017
Sep. 30, 2017
Jun. 30, 2017
Mar. 31, 2017
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Common Class A                                
Dividends Payable [Line Items]                                
Cash dividends declared per share of Class A common stock                           $ 0.84 $ 0.80 $ 0.72
Quarterly dividend                                
Dividends Payable [Line Items]                                
Cash dividends declared per share of Class A common stock                   $ 0.18 $ 0.18 $ 0.18 $ 0.18     $ 0.72
Quarterly dividend | Common Class A                                
Dividends Payable [Line Items]                                
Cash dividends declared per share of Class A common stock $ 0.22 $ 0.21 $ 0.21 $ 0.21 $ 0.21 $ 0.20 $ 0.20 $ 0.20 $ 0.20         $ 0.84 $ 0.80  
v3.19.3.a.u2
Acquisitions (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 16, 2019
Feb. 26, 2018
Nov. 15, 2017
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2019
Jan. 01, 2019
Purchase Price Allocation              
Goodwill       $ 150,684 $ 135,213 $ 159,038  
Increase to goodwill       700      
Pro Forma Information              
Total revenue       287,394 205,059    
Net income attributable to Holdings       $ 26,131 $ 7,628    
Basic earnings per common share       $ 1.47 $ 0.43    
Diluted earnings per common share       $ 1.47 $ 0.43    
Booj Llc              
Business Acquisition [Line Items]              
Cash consideration   $ 26,300          
Issuance of Class A common stock, equity-based compensation plans, value   10,000          
Purchase Price Allocation              
Cash   362          
Other current assets   367          
Property and equipment   625          
Software   7,400          
Trademarks   500          
Non-compete agreement   1,200          
Customer relationships   800          
Other intangible assets   1,589          
Other assets, net of current portion   336          
Total assets acquired   13,179          
Current portion of debt   (606)          
Other current liabilities   557          
Debt, net of current portion   (805)          
Total liabilities assumed   1,968          
Goodwill   15,039          
Total purchase price   $ 26,250          
First Leads              
Business Acquisition [Line Items]              
Cash consideration $ 15,000            
Marketing funds              
Purchase Price Allocation              
Restricted cash             $ 28,495
Other current assets             8,472
Property and equipment             788
Other assets, net of current portion             126
Total assets acquired             37,881
Other current liabilities             37,881
Total liabilities assumed             $ 37,881
Remax Of Northern Illinois Inc              
Business Acquisition [Line Items]              
Cash consideration     $ 35,700        
v3.19.3.a.u2
Property and Equipment - Property and Equipment (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Property Plant And Equipment [Line Items]      
Property and equipment, gross $ 20,384 $ 17,670  
Less accumulated depreciation (14,940) (13,280)  
Property and equipment, net 5,444 4,390  
Depreciation expense $ 1,700 1,200 $ 900
Leasehold Improvements      
Property Plant And Equipment [Line Items]      
Depreciable life Shorter of estimated useful life or life of lease    
Property and equipment, gross $ 3,327 3,278  
Office furniture, fixtures and equipment      
Property Plant And Equipment [Line Items]      
Property and equipment, gross $ 17,057 $ 14,392  
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    
v3.19.3.a.u2
Intangible Assets and Goodwill - Components of Company's Intangible Assets (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Finite Lived Intangible Assets [Line Items]      
Net Balance $ 87,670 $ 103,157  
Amortization expense 20,600 19,500 $ 19,600
Franchise agreements      
Finite Lived Intangible Assets [Line Items]      
Initial Cost 180,867 180,867  
Accumulated Amortization (93,197) (77,710)  
Net Balance $ 87,670 103,157  
Franchise agreements | Weighted Average      
Finite Lived Intangible Assets [Line Items]      
Useful life of intangible assets 12 years 6 months    
Other intangible assets      
Finite Lived Intangible Assets [Line Items]      
Initial Cost $ 45,484 30,875  
Accumulated Amortization (13,169) (7,910)  
Net Balance $ 32,315 22,965  
Other intangible assets | Weighted Average      
Finite Lived Intangible Assets [Line Items]      
Useful life of intangible assets 4 years 7 months 6 days    
Software      
Finite Lived Intangible Assets [Line Items]      
Capitalized software development costs $ 10,500 4,500  
Trademarks      
Finite Lived Intangible Assets [Line Items]      
Initial Cost 1,904 1,857  
Accumulated Amortization (1,037) (839)  
Net Balance $ 867 1,018  
Trademarks | Weighted Average      
Finite Lived Intangible Assets [Line Items]      
Useful life of intangible assets 9 years 3 months 18 days    
Software Development      
Finite Lived Intangible Assets [Line Items]      
Initial Cost $ 36,680 20,579  
Accumulated Amortization (9,653) (5,802)  
Net Balance $ 27,027 14,777  
Software Development | Weighted Average      
Finite Lived Intangible Assets [Line Items]      
Useful life of intangible assets 4 years    
Non-compete agreements      
Finite Lived Intangible Assets [Line Items]      
Initial Cost $ 3,700 3,700  
Accumulated Amortization (1,546) (896)  
Net Balance $ 2,154 2,804  
Non-compete agreements | Weighted Average      
Finite Lived Intangible Assets [Line Items]      
Useful life of intangible assets 7 years 8 months 12 days    
Training materials      
Finite Lived Intangible Assets [Line Items]      
Initial Cost $ 2,400 2,350  
Accumulated Amortization (640) (157)  
Net Balance $ 1,760 2,193  
Training materials | Weighted Average      
Finite Lived Intangible Assets [Line Items]      
Useful life of intangible assets 5 years    
Other      
Finite Lived Intangible Assets [Line Items]      
Initial Cost $ 800 2,389  
Accumulated Amortization (293) (216)  
Net Balance $ 507 $ 2,173  
Other | Weighted Average      
Finite Lived Intangible Assets [Line Items]      
Useful life of intangible assets 5 years    
v3.19.3.a.u2
Intangible Assets and Goodwill - Estimated Future Amortization of Intangible Assets, Other Than Goodwill (Details)
$ in Thousands
Dec. 31, 2019
USD ($)
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]  
2020 $ 25,438
2021 25,122
2022 21,946
2023 14,594
2024 12,146
Estimated future amortization expense over next five years $ 99,246
v3.19.3.a.u2
Intangible Assets and Goodwill - Schedule of Changes in Goodwill (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Changes to goodwill    
Beginning Balance $ 150,684 $ 135,213
Goodwill recognized related to acquisitions 8,207 15,039
Adjustments to acquisition accounting during the measurement period   700
Effect of changes in foreign currency exchange rates 147 (268)
Ending Balance 159,038 150,684
RE/MAX Franchising    
Changes to goodwill    
Beginning Balance 138,884 123,413
Goodwill recognized related to acquisitions 8,207 15,039
Adjustments to acquisition accounting during the measurement period   700
Effect of changes in foreign currency exchange rates 147 (268)
Ending Balance 147,238 138,884
Motto Franchising    
Changes to goodwill    
Beginning Balance 11,800 11,800
Ending Balance $ 11,800 $ 11,800
v3.19.3.a.u2
Accrued Liabilities - Schedule of Accrued Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Accrued Liabilities.    
Marketing Funds $ 39,672  
Accrued payroll and related employee costs 11,900 $ 6,517
Accrued taxes 2,451 1,480
Accrued professional fees 2,047 2,010
Other 4,093 3,136
Accrued liabilities $ 60,163 $ 13,143
v3.19.3.a.u2
Debt - Schedule of Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Debt Instrument [Line Items]    
Long term debt $ 227,725  
Less unamortized debt issuance costs (1,182) $ (1,481)
Less unamortized debt discount costs (862) (1,080)
Less current portion (2,648) (2,622)
Debt, net of current portion 223,033 225,165
Senior Secured Credit Facility    
Debt Instrument [Line Items]    
Long term debt 227,363 229,713
Other long-term financing    
Debt Instrument [Line Items]    
Other long-term financing $ 362 $ 635
v3.19.3.a.u2
Debt - Schedule of Maturities of Debt (Details)
$ in Thousands
Dec. 31, 2019
USD ($)
Debt  
2020 $ 2,648
2021 2,414
2022 2,350
2023 220,313
Long term debt $ 227,725
v3.19.3.a.u2
Debt - Additional Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2016
London Interbank Offered Rate (LIBOR)    
Debt Instrument [Line Items]    
Basis spread on variable rate 2.75%  
London Interbank Offered Rate (LIBOR) | Minimum    
Debt Instrument [Line Items]    
Basis spread on variable rate 0.75%  
Senior Secured Credit Facility    
Debt Instrument [Line Items]    
Debt issuance costs incurred   $ 3.5
Debt Instrument, expense incurred   2.1
Excess cash flow repayment (as a percent) 50.00%  
Leverage ratio under debt covenant 3.25  
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%  
First periodic payment from current period 12 months  
Additional mandatory prepayment if total leverage ratio is not achieved $ 0.0  
Additional mandatory commitment reduction if total leverage ratio is not achieved $ 0.0  
Senior Secured Credit Facility | Minimum    
Debt Instrument [Line Items]    
Leverage ratio under debt covenant 2.75  
Senior Secured Credit Facility | Federal Reserve Bank of New York    
Debt Instrument [Line Items]    
Basis spread on variable rate 0.50%  
Senior Secured Credit Facility | Base Rate    
Debt Instrument [Line Items]    
Basis spread on variable rate 1.75%  
Debt Net Of Current Portion | Senior Secured Credit Facility    
Debt Instrument [Line Items]    
Debt issuance costs incurred   1.4
Term loan | Senior Secured Credit Facility    
Debt Instrument [Line Items]    
Notes Payable to Bank   235.0
Term loan | Senior Secured Credit Facility | London Interbank Offered Rate (LIBOR)    
Debt Instrument [Line Items]    
Debt instrument, interest rate 4.55%  
Revolving loan facility    
Debt Instrument [Line Items]    
Revolving loan facility commitment fee on average daily amount of unused portion 0.50%  
Amounts drawn on line of credit $ 0.0  
Revolving loan facility | Senior Secured Credit Facility    
Debt Instrument [Line Items]    
Credit facility, borrowing capacity   $ 10.0
ABR loans | Senior Secured Credit Facility | Eurodollar    
Debt Instrument [Line Items]    
Basis spread on variable rate 1.00%  
v3.19.3.a.u2
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details)
$ in Thousands
 12 Months Ended
Dec. 31, 2019
USD ($)
item
Dec. 31, 2018
USD ($)
Dec. 31, 2017
USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Percentage of gross revenues to be paid yearly 8.00%    
Annual payment period 120 days    
Deferred revenue, current and noncurrent $ (1,566) $ 228 $ 4,705
Measured on a recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Contingent consideration liability 5,005 5,070  
Level 3 | Measured on a recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Contingent consideration liability 5,005 $ 5,070 $ 6,580
Ten Percent Reduction In Franchise Sales [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Deferred revenue, current and noncurrent 300    
One Percent Change To Discount Rate [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Deferred revenue, current and noncurrent $ 200    
Minimum      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Assumed number of franchises sold annually | item 50    
Maximum      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Assumed number of franchises sold annually | item 80    
v3.19.3.a.u2
Fair Value Measurements - Reconciliation of Assets and Liabilities Measured Using Significant Unobservable Inputs (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Fair value adjustment $ 241 $ (1,289) $ 180
Cash payments (306) (221)  
Measured on a recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Balance at Beginning 5,070    
Balance at Ending 5,005 5,070  
Level 3 | Measured on a recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Balance at Beginning 5,070 6,580  
Fair value adjustment 241 1,289  
Cash payments (306) (221)  
Balance at Ending $ 5,005 $ 5,070 $ 6,580
v3.19.3.a.u2
Fair Value Measurements - Schedule of Senior Secured Credit Facility (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Debt Instrument [Line Items]    
Transfer of asset fair value Level 1 to 2 $ 0  
Transfer of liability fair value Level 1 to 2 0  
Transfer of asset fair value Level 2 to 1 0  
Transfer of liability fair value Level 2 to 1 0  
Transfers of assets or liabilities between the fair value measurement levels 3 0  
Carrying amounts | Senior Secured Credit Facility    
Debt Instrument [Line Items]    
Long term debt, carrying amount 225,319 $ 227,152
Level 2 | Estimated fair value | Senior Secured Credit Facility    
Debt Instrument [Line Items]    
Long term debt, fair value $ 227,363 $ 221,673
v3.19.3.a.u2
Income Taxes - Schedule of Income Before Provision for Income Taxes (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Income Taxes                      
Domestic                 $ 44,343 $ 52,798 $ 77,346
Foreign                 13,422 13,366 11,516
Income before provision for income taxes $ 7,564 $ 20,717 $ 19,319 $ 10,165 $ 18,436 $ 18,961 $ 17,738 $ 11,029 $ 57,765 $ 66,164 $ 88,862
v3.19.3.a.u2
Income Taxes - Schedule of Components of Provision for Income Taxes (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Current                      
Federal                 $ 2,533 $ 1,393 $ 3,239
Foreign                 4,929 4,738 5,203
State and local                 1,137 700 1,169
Total current expense                 8,599 6,831 9,611
Deferred expense                      
Federal                 2,084 8,795 47,045
Foreign                 (142) 12 323
State and local                 368 704 563
Total deferred expense                 2,310 9,511 47,931
Provision for income taxes $ 2,362 $ 3,453 $ 3,186 $ 1,908 $ 7,507 $ 3,555 $ 3,283 $ 1,997 $ 10,909 $ 16,342 $ 57,542
v3.19.3.a.u2
Income Taxes - Schedule of Reconciliation of U.S. Statutory Income Tax Rate to Company's Effective Tax Rate (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Income Taxes      
U.S. statutory tax rate 21.00% 21.00% 35.00%
Increase due to state and local taxes, net of federal benefit 3.10% 3.10% 2.60%
Non-creditable foreign taxes 1.10% 1.20%  
Foreign derived intangible income deduction (1.50%) (1.30%)  
Income attributable to non-controlling interests (7.20%) (7.30%) (12.50%)
Uncertain Tax Positions 1.00% 0.80% 0.60%
Other 1.40% (0.80%) (0.80%)
Subtotal 18.90% 16.70% 24.90%
Impact of TRA adjustment on NCI   0.70% 4.50%
Effect of permanent difference - TRA adjustment   (2.20%) (13.60%)
Tax Reform Rate Change     49.00%
Valuation allowance recognized on basis step-ups   9.50%  
Effective tax rate 18.90% 24.70% 64.80%
Income tax expense (benefit)     $ 42,800
Benefit as a result of reduction in TRA Liability   $ 6,145 32,736
Net effect on net income     $ (10,100)
Valuation allowance against related deferred tax assets   6,300  
Value of TRA liability   6,100  
Income taxes (payable) receivable, net $ (4,300) $ 300  
v3.19.3.a.u2
Income Taxes - Summary of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Long-term deferred tax assets    
Goodwill, other intangibles and other assets $ 42,800 $ 48,427
Imputed interest deduction pursuant to tax receivable agreements 2,651 2,719
Operating lease liabilities 1,618 1,845
Compensation and benefits 3,043 2,131
Allowance for doubtful accounts 1,629 944
Motto contingent liability 783 748
Deferred revenue 3,706 3,939
Foreign tax credit carryforward 1,862 1,259
Net operating loss (First acquisition) 2,641  
Other 950 1,435
Total long term deferred tax assets 61,683 63,447
Valuation allowance (7,184) (7,051)
Total long-term deferred tax assets, net of valuation allowance 54,499 56,396
Long-term deferred tax liabilities    
Property and equipment and other long-lived assets (1,494) (2,944)
Other (703)  
Total long-term deferred tax liabilities (2,197) (2,944)
Net long-term deferred tax assets 52,302 53,452
Total deferred tax assets and liabilities $ 52,302 $ 53,452
v3.19.3.a.u2
Income Taxes - Uncertain tax position liabilities (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]    
Balance, January 1 $ 4,278 $ 3,703
Increase related to current period tax positions 532 575
Balance, December 31 $ 4,810 $ 4,278
v3.19.3.a.u2
Income Taxes - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Minority Interest [Line Items]                        
Unutilized foreign tax credits                 $ 1,100      
Carried back period (in years)                 1 year      
Carried forward period (in years)                 10 years      
Provision for income taxes $ 2,362 $ 3,453 $ 3,186 $ 1,908 $ 7,507 $ 3,555 $ 3,283 $ 1,997 $ 10,909 $ 16,342 $ 57,542  
Deferred tax assets, net 52,595       53,852       52,595 53,852    
Non-controlling interest (399,510)       (405,976)       (399,510) (405,976)    
Total stockholders' equity 98,376       75,014       $ 98,376 75,014 45,408 $ 40,615
Omission of Tax Expense | Restatement Adjustment                        
Minority Interest [Line Items]                        
Increase in Provision for income taxes                   500 500  
Uncertain tax position liability including interest and penalties         5,800         5,800    
Income Taxes Receivable.         1,400         1,400    
Deferred tax assets, net         200         200    
Total stockholders' equity         (4,200)         (4,200) $ 3,700  
Minimum                        
Minority Interest [Line Items]                        
Income tax examination, period                 3 years      
Maximum                        
Minority Interest [Line Items]                        
Income tax examination, period                 4 years      
Income Taxes Payable [Member]                        
Minority Interest [Line Items]                        
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued $ 1,900       $ 1,500       $ 1,900 $ 1,500    
v3.19.3.a.u2
Equity-Based Compensation (Details)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2019
USD ($)
installment
$ / shares
shares
Dec. 31, 2018
USD ($)
$ / shares
shares
Dec. 31, 2017
USD ($)
$ / shares
Employee stock-based compensation expense      
Equity-based compensation capitalized (a) | $ $ (229) $ (139)  
Equity-based compensation expense | $ 10,934 9,176 $ 2,900
Tax benefit from equity-based compensation | $ (1,548) (1,297) (637)
Deficit / (excess) tax benefit from equity-based compensation | $ 55 (145) (324)
Net compensation cost | $ $ 9,441 7,734 1,939
Restricted Stock Units      
Vesting Period 3 years    
Time-based awards      
Employee stock-based compensation expense      
Equity-based compensation expense | $ $ 7,554 $ 5,189 $ 2,523
Restricted Stock Units      
Nonvested at beginning of period | shares 298,610    
Granted | shares 257,087    
Shares vested | shares (80,008)    
Forfeited | shares (20,237)    
Nonvested at end of period | shares 455,452 298,610  
Nonvested at beginning of period, Weighted average grant date fair value per share | $ / shares $ 51.97    
Granted, Weighted average grant date fair value per share | $ / shares 38.43 $ 53.04 $ 55.45
Shares vested, Weighted average grant date fair value per share | $ / shares 43.30    
Forfeited, Weighted average grant date fair value per share | $ / shares 45.41    
Nonvested at end of period, Weighted average grant date fair value per share | $ / shares $ 46.15 $ 51.97  
Unrecognized compensation cost | $ $ 12,600    
Period for recognition of RSU compensation expense 2 years 1 month 6 days    
Time-based awards | Directors      
Restricted Stock Units      
Vesting Period 1 year    
Time-based awards | Employees      
Restricted Stock Units      
Vesting Period 3 years    
Performance-based awards      
Employee stock-based compensation expense      
Equity-based compensation expense | $ $ (179) $ 4,126 $ 377
Restricted Stock Units      
Nonvested at beginning of period | shares 179,615    
Granted | shares 119,410    
Shares vested | shares (97,436)    
Forfeited | shares (61,625)    
Nonvested at end of period | shares 139,964 179,615  
Nonvested at beginning of period, Weighted average grant date fair value per share | $ / shares $ 55.75    
Granted, Weighted average grant date fair value per share | $ / shares 38.87 $ 55.38 $ 57.88
Shares vested, Weighted average grant date fair value per share | $ / shares 36.20    
Forfeited, Weighted average grant date fair value per share | $ / shares 56.24    
Nonvested at end of period, Weighted average grant date fair value per share | $ / shares $ 45.31 $ 55.75  
Vesting Period 3 years    
Period of performance measurement 3 years    
Unrecognized compensation cost | $ $ 2,300    
Period for recognition of RSU compensation expense 1 year 9 months 18 days    
Number of shares that will vest if minimum threshold conditions are not met | shares 0    
Performance-based awards | Minimum      
Restricted Stock Units      
Shares issued upon participants target award 0.00%    
Performance-based awards | Maximum      
Restricted Stock Units      
Shares issued upon participants target award 150.00%    
Other performance awards      
Employee stock-based compensation expense      
Equity-based compensation expense | $ $ (500)    
Bonus settled in shares      
Employee stock-based compensation expense      
Equity-based compensation expense | $ $ 3,788    
Restricted Stock Units (RSUs)      
Restricted Stock Units      
Additional shares available to grant under plan (in shares) | shares 2,122,970    
Booj Llc | Time-based awards      
Restricted Stock Units      
Vesting Period 4 years    
Number of installments in a vesting period | installment 3    
Booj Llc | Performance-based awards      
Employee stock-based compensation expense      
Equity-based compensation expense | $ $ 300    
Booj Llc | Performance-based awards | Minimum      
Restricted Stock Units      
Shares issued upon participants target award 0.00%    
Booj Llc | Performance-based awards | Maximum      
Restricted Stock Units      
Shares issued upon participants target award 100.00%    
v3.19.3.a.u2
Leadership Changes and the New Service Model (Details) - USD ($)
$ in Thousands
 1 Months Ended 9 Months Ended 12 Months Ended
Feb. 09, 2018
Mar. 31, 2018
Feb. 28, 2018
Dec. 31, 2018
Dec. 31, 2019
President          
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]          
The period for payment of restructuring costs. 39 months        
RE/MAX Franchising | President | Separation And Transition Agreement | Selling, General and Administrative Expenses          
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]          
Severance and other related expenses $ 1,800        
RE/MAX Franchising | Restructuring Plan | Former Employees | Selling, General and Administrative Expenses          
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]          
Severance and other related expenses   $ 1,400 $ 1,400 $ 1,400 $ 1,400
Pro Forma [Member] | RE/MAX Franchising | Restructuring Plan | Former Employees | Selling, General and Administrative Expenses          
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]          
Severance and other related expenses         $ 2,100
v3.19.3.a.u2
Commitments and Contingencies - Contingencies (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2019
USD ($)
lease
Dec. 31, 2018
USD ($)
Loss Contingencies [Line Items]    
Outstanding lease guarantees | $ $ 1.1  
Self insurance program liability | $ $ 0.3 $ 0.3
Assignment and Assumption of Lease Agreements    
Loss Contingencies [Line Items]    
Number of leases assigned to purchasers | lease 21  
Number of assignment agreements | lease 3  
v3.19.3.a.u2
Commitments and Contingencies - Litigation (Details) - USD ($)
$ in Millions
 1 Months Ended
Feb. 13, 2018
Oct. 07, 2013
Feb. 28, 2018
Loss Contingencies [Line Items]      
Payment of legal settlement     $ 4.5
Amount of reimbursement of attorneys fees and portion of settlement.     $ 1.9
Tails Inc.      
Loss Contingencies [Line Items]      
Cash consideration   $ 20.2  
Selling, General and Administrative Expenses      
Loss Contingencies [Line Items]      
Charges on settlement $ 2.6    
v3.19.3.a.u2
Defined-Contribution Savings Plan (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Defined-Contribution Savings Plan      
Matching contribution Expenses $ 2.1 $ 1.8 $ 1.5
v3.19.3.a.u2
Related-Party Transactions (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Related Party Transactions      
Related party transaction expense - S, G and A $ 0.5 $ 0.5 $ 0.5
v3.19.3.a.u2
Segment Information (Details)
 12 Months Ended
Dec. 31, 2019
segment
Segment Information  
Number of Operating Segments 4
v3.19.3.a.u2
Segment Information - Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Segment Reporting Information                      
Total revenue $ 68,193 $ 71,541 $ 71,381 $ 71,178 $ 50,841 $ 54,866 $ 54,277 $ 52,642 $ 282,293 $ 212,626 $ 193,714
RE/MAX Franchising                      
Segment Reporting Information                      
Total revenue                 199,635 204,504 193,157
Motto Franchising                      
Segment Reporting Information                      
Total revenue                 4,543 2,536 557
Marketing Funds fees                      
Segment Reporting Information                      
Total revenue                 72,299    
Other                      
Segment Reporting Information                      
Total revenue                 5,816 5,586  
Continuing franchise fees                      
Segment Reporting Information                      
Total revenue                 99,928 101,104 93,694
Continuing franchise fees | RE/MAX Franchising                      
Segment Reporting Information                      
Total revenue                 95,853 98,828 93,232
Continuing franchise fees | Motto Franchising                      
Segment Reporting Information                      
Total revenue                 4,075 2,276 462
Annual dues                      
Segment Reporting Information                      
Total revenue                 35,409 35,894 33,767
Annual dues | RE/MAX Franchising                      
Segment Reporting Information                      
Total revenue                 35,409 35,894 33,767
Broker fees                      
Segment Reporting Information                      
Total revenue                 45,990 46,871 43,801
Broker fees | RE/MAX Franchising                      
Segment Reporting Information                      
Total revenue                 45,990 46,871 43,801
Franchise sales and other revenue                      
Segment Reporting Information                      
Total revenue                 28,667 28,757 22,452
Franchise sales and other revenue | RE/MAX Franchising                      
Segment Reporting Information                      
Total revenue                 22,383 22,911 22,357
Franchise sales and other revenue | Motto Franchising                      
Segment Reporting Information                      
Total revenue                 $ 468 $ 260 $ 95
v3.19.3.a.u2
Segment Information - Reconciliation (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated                      
Adjusted EBITDA                 $ 103,515 $ 104,316 $ 102,145
(Gain) loss on sale or disposition of assets and sublease, net                 (342) 139 (4,260)
Equity-based compensation expense                 (10,934) (9,176) (2,900)
Acquisition-related expense                 (1,127) (1,634) (5,889)
Gain on reduction in TRA liability                   6,145 32,736
Special Committee investigation and remediation expense                   (2,862) (2,634)
Fair value adjustments to contingent consideration                 (241) 1,289 (180)
Interest income                 1,446 676 352
Interest expense                 (12,229) (12,051) (9,996)
Depreciation and amortization                 (22,323) (20,678) (20,512)
Income before provision for income taxes $ 7,564 $ 20,717 $ 19,319 $ 10,165 $ 18,436 $ 18,961 $ 17,738 $ 11,029 57,765 66,164 88,862
RE/MAX Franchising                      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated                      
Adjusted EBITDA                 106,810 108,669 105,184
Motto Franchising                      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated                      
Adjusted EBITDA                 (2,709) (3,436) $ (3,039)
Other                      
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated                      
Adjusted EBITDA                 $ (586) $ (917)  
v3.19.3.a.u2
Segment Information - Summary of Total Assets (Detail) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Segment Total Assets [Line Items]    
Total assets $ 542,352 $ 428,373
RE/MAX Franchising    
Segment Total Assets [Line Items]    
Total assets 479,370 406,643
Marketing Funds fees    
Segment Total Assets [Line Items]    
Total assets 41,090  
Motto Franchising    
Segment Total Assets [Line Items]    
Total assets 20,161 21,346
Other    
Segment Total Assets [Line Items]    
Total assets $ 1,731 $ 384
v3.19.3.a.u2
Segment Information - Summary of Long-Lived Assets by Geographical Area (Detail) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Segment Reporting, Asset Reconciling Item [Line Items]    
Long-lived assets, net of accumulated depreciation $ 5,444 $ 4,390
U.S.    
Segment Reporting, Asset Reconciling Item [Line Items]    
Long-lived assets, net of accumulated depreciation 5,406 4,342
Global    
Segment Reporting, Asset Reconciling Item [Line Items]    
Long-lived assets, net of accumulated depreciation $ 38 $ 48
v3.19.3.a.u2
Quarterly Financial Information - Schedule of Quarterly Financial Information (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Quarterly Financial Information [Line Items]                      
Total revenue $ 68,193 $ 71,541 $ 71,381 $ 71,178 $ 50,841 $ 54,866 $ 54,277 $ 52,642 $ 282,293 $ 212,626 $ 193,714
Total operating expenses 58,213 48,097 49,311 58,233 29,428 33,059 33,363 38,925 213,854 134,775 95,382
Operating income 9,980 23,444 22,070 12,945 21,413 21,807 20,914 13,717 68,439 77,851 98,332
Total other expenses, net (2,416) (2,727) (2,751) (2,780) (2,977) (2,846) (3,176) (2,688) (10,674) (11,687) (9,470)
Income before provision for income taxes 7,564 20,717 19,319 10,165 18,436 18,961 17,738 11,029 57,765 66,164 88,862
Provision for income taxes (2,362) (3,453) (3,186) (1,908) (7,507) (3,555) (3,283) (1,997) (10,909) (16,342) (57,542)
Net income 5,202 17,264 16,133 8,257 10,929 15,406 14,455 9,032 46,856 49,822 31,320
Less: net income attributable to non-controlling interest (note 4) 2,314 8,091 7,563 3,848 4,695 7,307 6,848 4,089 21,816 22,939 21,221
Net income attributable to RE/MAX Holdings, Inc. $ 2,888 $ 9,173 $ 8,570 $ 4,409 $ 6,234 $ 8,099 $ 7,607 $ 4,943 $ 25,040 $ 26,883 $ 10,099
Common Class A                      
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock                      
Basic $ 0.16 $ 0.51 $ 0.48 $ 0.25 $ 0.35 $ 0.46 $ 0.43 $ 0.28 $ 1.41 $ 1.52 $ 0.57
Diluted $ 0.16 $ 0.51 $ 0.48 $ 0.25 $ 0.35 $ 0.46 $ 0.43 $ 0.28 $ 1.40 $ 1.51 $ 0.57
Weighted average shares of Class A common stock outstanding                      
Basic 17,837,386 17,826,332 17,808,321 17,775,381 17,748,745 17,746,184 17,746,042 17,709,095 17,812,065 17,737,649 17,688,533
Diluted 17,978,431 17,840,158 17,833,958 17,817,620 17,771,180 17,771,212 17,769,641 17,762,133 17,867,752 17,767,499 17,731,800