RE/MAX HOLDINGS, INC., 10-K filed on 2/26/2016
Annual Report
Document and Entity Information (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Jun. 30, 2015
Feb. 19, 2016
Class A common stock
Feb. 19, 2016
Class B common stock
Document And Entity Information [Line Items]
 
 
 
 
Entity Registrant Name
RE/MAX Holdings, Inc. 
 
 
 
Entity Central Index Key
0001581091 
 
 
 
Document Period End Date
Dec. 31, 2015 
 
 
 
Current Fiscal Year End Date
--12-31 
 
 
 
Document Type
10-K 
 
 
 
Document Fiscal Year Focus
2015 
 
 
 
Document Fiscal Period Focus
FY 
 
 
 
Amendment Flag
false 
 
 
 
Trading Symbol
rmax 
 
 
 
Entity Current Reporting Status
Yes 
 
 
 
Entity Voluntary Filers
No 
 
 
 
Entity Well-known Seasoned Issuer
No 
 
 
 
Entity Filer Category
Accelerated Filer 
 
 
 
Entity Public Float
 
$ 437.8 
 
 
Entity Common Stock, Shares Outstanding
 
 
17,584,351 
Consolidated Balance Sheets (USD $)
Dec. 31, 2015
Dec. 31, 2014
Current assets:
 
 
Cash and cash equivalents
$ 110,212,000 
$ 107,199,000 
Escrow cash - restricted
 
693,000 
Accounts and notes receivable, current portion, less allowances of $4,836 and $4,495, respectively
16,769,000 
16,641,000 
Accounts receivable from affiliates
 
231,000 
Income taxes receivable
   
765,000 
Assets held for sale
354,000 
 
Other current assets
7,411,000 
5,237,000 
Total current assets
134,746,000 
130,766,000 
Property and equipment, net of accumulated depreciation of $13,585 and $19,993, respectively
2,395,000 
2,661,000 
Goodwill
71,871,000 
72,463,000 
Deferred tax assets, net
106,033,000 
66,903,000 
Investments in equity method investees
 
3,693,000 
Debt issuance costs, net
1,527,000 
1,896,000 
Other assets
1,861,000 
1,715,000 
Total assets
385,313,000 
358,327,000 
Current liabilities:
 
 
Accounts payable
449,000 
561,000 
Accounts payable to affiliates
66,000 
1,114,000 
Escrow liabilities
 
693,000 
Accrued liabilities
16,082,000 
9,380,000 
Income taxes payable
451,000 
189,000 
Deferred revenue and deposits
16,501,000 
17,142,000 
Current portion of debt
14,805,000 
9,460,000 
Current portion of payable pursuant to tax receivable agreements
8,478,000 
3,914,000 
Liabilities held for sale
351,000 
 
Other current liabilities
71,000 
211,000 
Total current liabilities
57,254,000 
42,664,000 
Debt, net of current portion
187,079,000 
202,213,000 
Payable pursuant to tax receivable agreements, net of current portion
91,557,000 
63,504,000 
Deferred tax liabilities, net
120,000 
190,000 
Other liabilities, net of current portion
9,889,000 
10,473,000 
Total liabilities
345,899,000 
319,044,000 
Stockholders' equity:
 
 
Additional paid-in capital
445,081,000 
241,882,000 
Retained earnings
4,693,000 
12,041,000 
Accumulated other comprehensive (loss) income
(105,000)
886,000 
Total stockholders' equity
449,671,000 
254,810,000 
Non-controlling interest
(410,257,000)
(215,527,000)
Total stockholders' equity
39,414,000 
39,283,000 
Total liabilities and stockholders' equity
385,313,000 
358,327,000 
Class A common stock
 
 
Stockholders' equity:
 
 
Common stock
2,000 
1,000 
Franchise agreements
 
 
Current assets:
 
 
Intangible assets , net
61,939,000 
75,505,000 
Other intangible assets
 
 
Current assets:
 
 
Intangible assets , net
$ 4,941,000 
$ 2,725,000 
Consolidated Balance Sheets (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Dec. 31, 2015
Dec. 31, 2014
Accounts and notes receivable, current portion, allowances
$ 4,483 
$ 4,495 
Property and equipment, accumulated depreciation
13,183 
19,993 
Franchise agreements
 
 
Franchise agreements and other intangible assets, accumulated depreciation
100,499 
87,330 
Other intangible assets
 
 
Franchise agreements and other intangible assets, accumulated depreciation
$ 8,929 
$ 8,550 
Class A common stock
 
 
Common stock, par value
$ 0.0001 
 
Common stock, shares authorized
180,000,000 
 
Common stock, shares issued
17,584,351 
11,768,041 
Common stock, shares outstanding
17,584,351 
11,768,041 
Class B common stock
 
 
Common stock, par value
$ 0.0001 
 
Common stock, shares authorized
1,000 
 
Common stock, shares issued
 
Consolidated Statements of Income (USD $)
In Thousands, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Revenue:
 
 
 
Continuing franchise fees
$ 73,750 
$ 72,706 
$ 64,465 
Annual dues
31,758 
30,726 
29,524 
Broker fees
32,334 
28,685 
24,811 
Franchise sales and other franchise revenue
25,468 
23,440 
23,574 
Brokerage revenue
13,558 
15,427 
16,488 
Total revenue
176,868 
170,984 
158,862 
Operating expenses:
 
 
 
Selling, operating and administrative expenses
90,986 
91,847 
96,243 
Depreciation and amortization
15,124 
15,316 
15,166 
Loss (gain) on sale or disposition of assets, net
(3,397)
(14)
373 
Total operating expenses
102,713 
107,149 
111,782 
Operating income
74,155 
63,835 
47,080 
Other expenses, net:
 
 
 
Interest expense
(10,413)
(9,295)
(14,647)
Interest income
178 
313 
321 
Foreign currency transaction (losses)
(1,661)
(1,348)
(764)
Loss on early extinguishment of debt
(94)
(178)
(1,798)
Equity in earnings of investees
1,215 
600 
904 
Total other expenses, net
(10,775)
(9,908)
(15,984)
Income before provision for income taxes
63,380 
53,927 
31,096 
Provision for income taxes
(12,030)
(9,948)
(2,844)
Net income (loss)
51,350 
43,979 
28,252 
Less: net income attributable to non-controlling interest
34,695 
30,543 
26,746 
Net income attributable to RE/MAX Holdings, Inc.
$ 16,655 
$ 13,436 
$ 1,506 
Net income attributable to RE/MAX Holdings, Inc. per share
 
 
 
Basic
$ 1.31 
$ 1.16 
$ 0.13 
Diluted
$ 1.30 
$ 1.10 
$ 0.12 
Weighted average shares outstanding
 
 
 
Basic
12,671,051 
11,611,164 
11,607,971 
Diluted
12,829,214 
12,241,977 
12,234,905 
Cash dividends declared per share
$ 2.00 
$ 0.25 
 
Consolidated Statements of Comprehensive Income (USD $)
In Thousands, unless otherwise specified
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Statement Of Income And Comprehensive Income [Abstract]
 
 
 
Net income
$ 51,350 
$ 43,979 
$ 28,252 
Change in cumulative translation adjustment
(1,289)
(485)
(376)
Other comprehensive (loss), net of tax
(1,289)
(485)
(376)
Comprehensive income
50,061 
43,494 
27,876 
Less: comprehensive income attributable to non-controlling interest
34,397 
30,250 
26,446 
Comprehensive income attributable to RE/MAX Holdings, Inc., net of tax
$ 15,664 
$ 13,244 
$ 1,430 
Consolidated Statements of Redeemable Preferred Units and Stockholders' Equity/Members' Deficit (USD $)
IPO
Class A common stock
Secondary Offering
Common Stock
Class A common stock
USD ($)
Secondary Offering
Additional paid-in capital
Class A common stock
USD ($)
Secondary Offering
Additional paid-in capital
USD ($)
Secondary Offering
Non-controlling interest
Class A common stock
USD ($)
Secondary Offering
USD ($)
RMCO, LLC
Reorganization
Class B common units for Common Units
Class B Common Units
USD ($)
RMCO, LLC
Reorganization
Class B common units for Common Units
Common Units
USD ($)
RMCO, LLC
Reorganization
Conversion of redeemable Class A preferred units for Preferred Units and Common Units
Redeemable Class A Preferred Units
USD ($)
RMCO, LLC
Reorganization
Conversion of redeemable Class A preferred units for Preferred Units and Common Units
Preferred units
USD ($)
RMCO, LLC
Reorganization
Conversion of redeemable Class A preferred units for Preferred Units and Common Units
Common Units
USD ($)
RMCO, LLC
Redeemable Class A Preferred Units
USD ($)
RMCO, LLC
Preferred units
USD ($)
RMCO, LLC
Class B Common Units
USD ($)
RMCO, LLC
Common Units
Class A common stock
USD ($)
RMCO, LLC
Common Units
USD ($)
RMCO, LLC
Accumulated other comprehensive (loss) income
USD ($)
Reorganization
Conversion of redeemable Class A preferred units for Preferred Units and Common Units
USD ($)
Accumulated other comprehensive (loss) income
USD ($)
Common Stock
Class A common stock
USD ($)
Common Stock
Class B common stock
Additional paid-in capital
Class A common stock
USD ($)
Additional paid-in capital
USD ($)
Retained earnings
USD ($)
Non-controlling interest
USD ($)
Class A common stock
USD ($)
Total
USD ($)
Beginning balance, Value at Dec. 31, 2012
 
 
 
 
 
 
 
 
 
 
 
$ 78,400,000 
 
$ (98,516,000)
 
 
$ 1,747,000 
 
 
 
 
 
 
 
 
 
$ (96,769,000)
Distributions paid and payable to non-controlling unitholders
 
 
 
 
 
 
 
 
 
 
 
(13,672,000)
 
(13,662,000)
 
 
 
 
 
 
 
 
 
 
 
 
(13,662,000)
Equity-based compensation awards issued value
 
 
 
 
 
 
 
 
 
 
 
 
 
701,000 
 
 
 
 
 
 
 
 
 
 
 
 
701,000 
Net income attributable to and accretion of RMCO, LLC Class A preferred units to estimated redemption amounts
 
 
 
 
 
 
 
 
 
 
 
67,622,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income related to RMCO, LLC Class B common unitholders
 
 
 
 
 
 
 
 
 
 
 
 
 
(44,346,000)
 
 
 
 
 
 
 
 
 
 
 
 
(44,346,000)
Change in accumulated other comprehensive (loss) income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(184,000)
 
 
 
 
 
 
 
 
 
(184,000)
Ending balance, Value at Oct. 06, 2013
 
 
 
 
 
 
 
 
 
 
 
132,350,000 
 
(155,823,000)
 
 
1,563,000 
 
 
 
 
 
 
 
 
 
(154,260,000)
Beginning balance, Value at Oct. 07, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Distributions paid and payable to non-controlling unitholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(2,832,000)
 
(2,832,000)
Equity-based compensation awards issued value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,294,000 
 
 
 
2,294,000 
Change in accumulated other comprehensive (loss) income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(192,000)
 
 
 
 
 
 
 
(192,000)
Conversion of RMCO, LLC units
 
 
 
 
 
 
155,823,000 
(155,823,000)
(132,350,000)
49,850,000 
82,500,000 
 
 
 
 
 
 
82,500,000 
 
 
 
 
 
 
 
 
 
Issuance of common stock, value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(5,972,000)
 
 
 
 
1,000 
 
235,921,000 
 
 
 
229,950,000 
 
Issuance of common stock (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11,500,000 
 
 
 
 
 
 
Redemption of RMCO, LLC preferred units and Common Units
 
 
 
 
 
 
 
 
 
 
 
 
(49,850,000)
 
 
(147,768,000)
 
 
 
 
 
 
 
 
 
 
(147,768,000)
Initial allocation of non-controlling interest and accumulated other comprehensive income of RMCO, LLC effective on the initial public offering
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
227,063,000 
(1,563,000)
 
1,563,000 
 
 
 
 
 
(227,063,000)
 
 
Equity effect of establishment of payable pursuant to tax receivable agreements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(68,840,000)
 
 
 
(68,840,000)
Equity effect of step-up in tax basis and share of RE/MAX Holdings' inside tax basis
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
69,711,000 
 
 
 
69,711,000 
Equity-based compensation awards issued shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
107,971 
 
 
 
 
 
 
 
Net income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,506,000 
3,470,000 
 
4,976,000 
Ending balance, Value at Dec. 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,371,000 
1,000 
 
 
239,086,000 
1,506,000 
(226,425,000)
 
15,539,000 
Ending balance, Shares at Dec. 31, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11,607,971 
 
 
 
 
 
 
Net income related to RMCO, LLC Class B common unitholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
13,436,000 
Change in accumulated other comprehensive (loss) income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(485,000)
 
 
 
 
 
 
 
(485,000)
Excess tax benefit realized on exercise of stock options and delivery of vested restricted stock units
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
736,000 
 
 
 
736,000 
Cancellation of vested restricted stock units to satisfy statutory tax withholding requirements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1,781,000)
 
 
 
(1,781,000)
Cancellation of vested restricted stock units to satisfy statutory tax withholding requirements, Shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(30,519)
 
 
 
 
 
 
 
Issuance of common stock, value
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
486,000 
 
 
 
486,000 
 
Issuance of common stock (in shares)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
190,589 
 
 
 
 
 
 
 
Equity effect of establishment of payable pursuant to tax receivable agreements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
917,000 
 
 
 
917,000 
Equity effect of step-up in tax basis and share of RE/MAX Holdings' inside tax basis
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
436,000 
 
 
 
436,000 
Equity-based compensation expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,002,000 
 
 
 
2,002,000 
Net income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
13,436,000 
30,543,000 
 
43,979,000 
Distributions paid to non-controlling unitholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(19,645,000)
 
(19,645,000)
Dividends payable to Class A common stockholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(2,901,000)
 
(2,901,000)
(2,901,000)
Ending balance, Value at Dec. 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
886,000 
1,000 
 
 
241,882,000 
12,041,000 
(215,527,000)
 
39,283,000 
Ending balance, Shares at Dec. 31, 2014
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11,768,041 
 
 
 
 
11,768,041 
 
Net income related to RMCO, LLC Class B common unitholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
16,655,000 
Change in accumulated other comprehensive (loss) income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(991,000)
 
 
 
 
 
(298,000)
 
(1,289,000)
Excess tax benefit realized on exercise of stock options and delivery of vested restricted stock units
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,770,000 
 
 
 
2,770,000 
Cancellation of vested restricted stock units to satisfy statutory tax withholding requirements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(327,000)
 
 
 
(327,000)
Cancellation of vested restricted stock units to satisfy statutory tax withholding requirements, Shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(8,873)
 
 
 
 
 
 
 
Issuance of common stock, value
 
1,000 
186,299,000 
 
(186,300,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,248,000 
 
 
 
2,248,000 
 
Issuance of common stock (in shares)
 
5,175,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
650,183 
 
 
 
 
 
 
 
Equity effect of establishment of payable pursuant to tax receivable agreements
 
 
 
(33,018,000)
 
(33,018,000)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity effect of step-up in tax basis and share of RE/MAX Holdings' inside tax basis
 
 
 
43,774,000 
 
43,774,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity-based compensation expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,453,000 
 
 
 
1,453,000 
Equity-based compensation awards issued shares
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2,001 
 
Net income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
16,655,000 
34,695,000 
 
51,350,000 
Distributions paid to non-controlling unitholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(42,827,000)
 
(42,827,000)
Dividends payable to Class A common stockholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(24,003,000)
 
(24,003,000)
(24,003,000)
Ending balance, Value at Dec. 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ (105,000)
$ 2,000 
 
 
$ 445,081,000 
$ 4,693,000 
$ (410,257,000)
 
$ 39,414,000 
Ending balance, Shares at Dec. 31, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
17,584,351 
 
 
 
 
17,584,351 
 
Consolidated Statements of Cash Flows (USD $)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Cash flows from operating activities:
 
 
 
Net income
$ 51,350,000 
$ 43,979,000 
$ 28,252,000 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
15,124,000 
15,316,000 
15,166,000 
Bad debt expense
433,000 
630,000 
604,000 
(Gain) loss on sale or disposition of assets, net
(3,397,000)
(14,000)
373,000 
Loss on early extinguishment of debt
94,000 
178,000 
1,798,000 
Equity in earnings of investees
(1,215,000)
(600,000)
(904,000)
Distributions received from equity investees
1,178,000 
549,000 
1,162,000 
Equity-based compensation expense
1,453,000 
2,002,000 
2,995,000 
Non-cash interest expense
439,000 
365,000 
859,000 
Deferred income tax expense
2,531,000 
1,865,000 
402,000 
Changes in operating assets and liabilities:
 
 
 
Accounts and notes receivable, current portion
(999,000)
(1,466,000)
(585,000)
Advances from/to affiliates
(771,000)
(161,000)
57,000 
Other current and noncurrent assets
502,000 
100,000 
(1,245,000)
Other current and noncurrent liabilities
7,000,000 
858,000 
1,574,000 
Deferred revenue and deposits current portion
866,000 
1,094,000 
(439,000)
Payment pursuant to Tax Receivable Agreement
(986,000)
 
Net cash provided by operating activities
74,588,000 
63,709,000 
50,069,000 
Cash flows from investing activities:
 
 
 
Purchase of property, equipment and software
(3,546,000)
(2,026,000)
(1,108,000)
Proceeds from sale of property and equipment
25,000 
5,000 
18,000 
Capitalization of trademark costs
(82,000)
(122,000)
(232,000)
Acquisitions
 
 
(27,305,000)
Disposition
5,650,000 
100,000 
 
Cost to sell assets
(383,000)
 
 
Net cash used in investing activities
1,664,000 
(2,043,000)
(28,627,000)
Cash flows from financing activities:
 
 
 
Proceeds from issuance of debt
 
 
230,000,000 
Payments on debt
(9,400,000)
(16,816,000)
(234,658,000)
Debt issuance costs and capitalized debt amendment costs
(555,000)
 
(1,345,000)
Proceeds from issuance of Class A common stock in initial public offering
 
 
235,922,000 
Payments of costs directly associated with issuance of Class A common stock
 
 
(5,972,000)
Purchase of Common Units from RMCO, LLC
 
 
(197,618,000)
Distributions to non-controlling unitholders
(42,827,000)
(22,197,000)
(27,614,000)
Dividends paid to Class A common stockholders
(24,003,000)
(2,901,000)
 
Proceeds from exercise of stock options
(322,000)
(204,000)
(266,000)
Payments on capital lease obligations
2,248,000 
486,000 
 
Excess tax benefit realized on exercise of stock options and delivery of vested restricted stock units
2,770,000 
736,000 
 
Cancellation of vested restricted stock units for required tax withholding payments
(327,000)
(1,781,000)
 
Net cash used in financing activities
(72,416,000)
(42,677,000)
(1,551,000)
Effect of exchange rate changes on cash
(823,000)
(165,000)
(17,000)
Net (decrease) increase in cash and cash equivalents
3,013,000 
18,824,000 
19,874,000 
Cash and cash equivalents, beginning of year
107,199,000 
88,375,000 
68,501,000 
Cash and cash equivalents, end of period
110,212,000 
107,199,000 
88,375,000 
Supplemental disclosures of cash flow information:
 
 
 
Cash paid for interest and for debt amendment costs
9,319,000 
8,880,000 
13,769,000 
Net cash paid for income taxes
5,841,000 
8,521,000 
2,310,000 
Schedule of non-cash investing and financing activities:
 
 
 
Establishment of deferred tax assets
43,774,000 
917,000 
69,711,000 
Establishment of amounts payable under tax receivable agreements
33,018,000 
436,000 
68,840,000 
Tax distributions payable to non-controlling unitholders
 
 
2,552,000 
Note receivable received as consideration for sale of brokerage operations assets
851,000 
 
 
Capital leases for property and equipment
412,000 
18,000 
581,000 
Increase in accounts payable for capitalization of trademark costs and purchases of property, equipment and software
$ 667,000 
$ 165,000 
$ 78,000 
Business and Organization
Business and Organization

1. Business and Organization

RE/MAX Holdings, Inc. (“RE/MAX Holdings”) was formed as a Delaware corporation on June 25, 2013 and was capitalized on July 8, 2013. On October 7, 2013, RE/MAX Holdings completed an initial public offering (the “IPO”) of 11,500,000 shares of Class A common stock at a public offering price of $22.00 per share. A portion of the proceeds received by RE/MAX Holdings from the IPO was used to acquire the net business assets of HBN, Inc. (“HBN”) and Tails, Inc. (“Tails”) in the Southwest and Central Atlantic regions of the United States (“U.S.”), respectively, which were subsequently contributed to RMCO, LLC and subsidiaries (“RMCO”), and the remaining proceeds were used to purchase common membership units in RMCO following the reorganization transactions described below. After the completion of the IPO, RE/MAX Holdings owned 39.56% of the common membership units in RMCO. RE/MAX Holdings’ only business is to act as the sole manager of RMCO and, in that capacity, RE/MAX Holdings operates and controls all of the business and affairs of RMCO.  As a result, RE/MAX Holdings consolidates the financial position and results of operations of RMCO, and because RE/MAX Holdings and RMCO are entities under common control, such consolidation has been reflected for all periods presented. RE/MAX Holdings and its consolidated subsidiaries, including RMCO, are referred to hereinafter as the “Company.”

The Company is one of the leading franchisors of residential and commercial real estate brokerage services throughout the U.S. and globally. During 2015, the Company operated a small number of real estate brokerage offices in the U.S. As discussed in Note 5, Acquisitions and Dispositions, the Company sold certain operating assets and liabilities of these brokerage offices during 2015 and the first quarter of 2016 and subsequent thereto, no longer operates any real estate brokerage offices. The Company’s revenue is derived from continuing franchise fees (which consist of fixed contractual fees paid monthly by regional franchise owners and franchisees based on the number of agents in the respective franchise region or franchisee’s office), annual dues from agents, broker fees (which consist of fees paid by regional franchise owners and franchisees for real estate commissions paid by customers when an agent sells a home), franchise sales and other franchise revenue (which consist of fees from initial sales and renewals of franchises, regional franchise fees, preferred marketing arrangements, approved supplier programs and event-based revenue from training and other programs) and brokerage revenue (which consists of fees assessed by the Company’s owned brokerages for services provided to their affiliated real estate agents). The Company, as a franchisor, grants each broker-owner a license to use the RE/MAX brand, trademark, promotional and operating materials and concepts.

Certain transactions and agreements associated with the IPO are set forth below:

Reorganization Transactions

In connection with the completion of the IPO, RMCO’s Third Amended and Restated Limited Liability Company Agreement (the “Old RMCO, LLC Agreement”), dated as of February 1, 2013 was amended and restated and RMCO’s Fourth Amended and Restated Limited Liability Company Agreement (the “New RMCO, LLC Agreement”) was executed. The New RMCO, LLC Agreement, among other things, modified RMCO’s capital structure as follows (collectively referred to hereinafter as the “Reorganization Transactions”):

·

RMCO’s existing Class A preferred membership interest was converted into (i) a new preferred membership interest that reflected RMCO’s preferred equity holder’s liquidation preference of $49,850,000 and (ii) a common interest in the form of new Common Units (“Common Units”) that reflected RMCO’s preferred equity holders’ pro-rata share of the residual equity value of RMCO on the IPO date. RMCO’s existing Class B common unitholders also exchanged their ownership interest in RMCO for Common Units on a one-for-one basis;

·

RMCO effectuated a 25 for 1 split of the then existing number of outstanding Common Units so that one Common Unit of RMCO could be acquired with the net proceeds received in the Company’s IPO from the sale of one share of RE/MAX Holdings’ Class A common stock, after the deduction of underwriting discounts and commissions and prior to the payment of estimated offering expenses;

·

RE/MAX Holdings became a member and the sole manager of RMCO following the purchase of Common Units of RMCO, as described below;

·

Previously outstanding and unexercised options to acquire Common Units of RMCO were split 25 for 1 and then substituted for 787,500 options to acquire shares of RE/MAX Holdings’ Class A common stock; and

·

RIHI, Inc. (“RIHI”) was granted the right to redeem each of its Common Units of RMCO for, at RE/MAX Holdings’ option, newly issued shares of RE/MAX Holdings’ Class A common stock on a one-for-one basis or for a cash payment equal to the market price of one share of RE/MAX Holdings’ Class A common stock.

Initial Public Offering

The IPO closed on October 7, 2013, and RE/MAX Holdings raised a total of $253,000,000 in gross proceeds from the sale of 11,500,000 shares of Class A common stock at $22.00 per share, or $235,922,500 in net proceeds after deducting $17,077,500 of underwriting discounts and commissions.

RE/MAX Holdings used $27,305,000 of the proceeds from the IPO to reacquire regional RE/MAX franchise rights in the Southwest and Central Atlantic regions of the U.S. through the acquisitions of the business assets of HBN and Tails, as discussed in Note 5, Acquisitions and Dispositions.  

RE/MAX Holdings then used the remaining $208,617,500 of the proceeds received from the IPO to purchase 10,169,023 Common Units of RMCO. Of the $208,617,500 of proceeds received by RMCO from RE/MAX Holdings, $11,000,000 was reserved by RMCO to pay for expenses incurred related to the IPO transaction, including $5,972,000 directly related to the issuance of stock. RMCO used the remaining $197,617,500 of proceeds to pay a $49,850,000 liquidity preference associated with the preferred membership interest in RMCO held by Weston Presidio V, L.P. (“Weston Presidio”) and then to redeem common units of RMCO from Weston Presidio and RIHI at a price per Common Unit equal to the public offering price per share of RE/MAX Holdings’ Class A common stock, less underwriting discounts.

Secondary Offering

On November 24, 2015, RIHI redeemed 4,500,000 of its Common Units of RMCO for newly issued shares of RE/MAX Holdings’ Class A common stock on a one-for-one basis pursuant to the terms of the New RMCO, LLC Agreement. Immediately upon redemption, RIHI sold its 4,500,000 shares of Class A common stock at $36.00 per share, or $155,115,000 in net proceeds after deducting $6,885,000 of underwriting discounts and commissions. In connection with this offering, RIHI granted the underwriters an option to purchase an additional 675,000 shares of RE/MAX Holdings’ Class A common stock at a price of $36.00 per share, less underwriting discounts and commissions. This option was exercised in full and the sale of 675,000 newly issued shares of RE/MAX Holdings’ Class A common stock was completed on December 18, 2015. RIHI received an additional $23,267,000, less underwriting discounts and commissions. The aforementioned transactions are referred to herein as the “Secondary Offering.”

Subsequent to the Secondary Offering and as of December 31, 2015, RE/MAX Holdings owns 58.33% of the common membership units in RMCO. The increase in RE/MAX Holdings’ Class A common stock as a result of the Secondary Offering has been reflected as an increase in “Additional paid-in capital” and a reduction in the deficit balance of the “Non-controlling interest” in the accompanying Consolidated Balance Sheets and Consolidated Statements of Redeemable Preferred Units and Stockholders’ Equity/Members’ Deficit. Additionally, the increase in the tax basis of certain intangible assets resulting from RE/MAX Holdings’ investment in RMCO due to the Secondary Offering resulted in an increase to “Deferred tax assets, net” and an increase to the current and non-current portion of “Payable pursuant to tax receivable agreements” in the accompanying Consolidated Balance Sheets as disclosed in Note 3, Non-controlling Interest and Note 10, Income Taxes. The Company did not receive any proceeds from the Secondary Offering and consequently, there was no cash flow impact to the accompanying Statements of Cash Flows.

Tax Receivable Agreements

At the time of the IPO, RE/MAX Holdings entered into separate tax receivable agreements (“TRAs”) with its historical owners, RIHI and Weston Presidio, that provide for the payment by RE/MAX Holdings to RIHI and Weston Presidio of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that RE/MAX Holdings actually realizes, or in some circumstances is deemed to realize, as a result of an increase in its share of tax basis in RMCO’s tangible and intangible assets, including increases attributable to payments made under the TRAs, and deductions attributable to imputed and actual interest that accrues in respect of such payments. These tax benefit payments are not necessarily conditioned upon one or more of RIHI or Weston Presidio maintaining a continued ownership interest in either RMCO or RE/MAX Holdings. RE/MAX Holdings expects to benefit from the remaining 15% of cash savings, if any, that it may actually realize, which has been reflected as an increase in “Additional paid-in capital” in the accompanying Consolidated Balance Sheets and Consolidated Statements of Redeemable Preferred Units and Stockholders’ Equity/Members’ Deficit. The provisions of the separate TRAs that RE/MAX Holdings entered into with RIHI and Weston Presidio were substantially identical.

During the second quarter of 2015, Weston Presidio assigned, transferred and conveyed to Oberndorf Investments LLC (“Oberndorf”) all of its rights, title and interest in and to, and all of its liabilities and obligations under, the TRA dated as of October 7, 2013 by and between RE/MAX Holdings and Weston Presidio. In connection therewith, the Company entered into a joinder to the TRA on May 29, 2015 with Western Presidio and Oberndorf (the “Joinder Agreement”). Neither the assignment and transfer nor the Joinder Agreement impacted the financial position, results of operations or cash flows of the Company. 

Management Services Agreement

In connection with the completion of the IPO, RMCO entered into a management services agreement with RE/MAX Holdings pursuant to which RE/MAX Holdings agrees to provide certain specific management services to RMCO. In exchange for the services provided, RMCO reimburses RE/MAX Holdings for compensation and other expenses of RE/MAX Holdings’ officers and employees and for certain out-of-pocket costs. RMCO also provides administrative and support services to RE/MAX Holdings, such as office facilities, equipment, supplies, payroll and accounting and financial reporting. The management services agreement further provides that employees of RE/MAX Holdings may participate in RMCO’s benefit plans, and that RMCO’s employees may be entitled to compensation in the form of equity awards issued by RE/MAX Holdings. RMCO indemnifies RE/MAX Holdings for any losses arising from its performance under the management services agreement, except that RE/MAX Holdings indemnifies RMCO for any losses caused by willful misconduct or gross negligence.

Basis of Presentation

The accompanying consolidated financial statements and notes thereto included in this Annual Report on Form 10-K have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and with Article 10 of Regulation S-X. As RE/MAX Holdings and RMCO were under the common control of RIHI at the time of the Reorganization Transactions, the transfer of control to RE/MAX Holdings was accounted for as a transaction among entities under common control, which resulted in the following impacts to the consolidated financial statements:

·

Balance Sheets—The assets, liabilities and equity of RMCO and RE/MAX Holdings are consolidated and presented at their historical carrying values;

·

Statements of Income—The Consolidated Statements of Income include the historical Consolidated Statements of Income of RMCO consolidated with the Statements of Income of RE/MAX Holdings;

·

Statements of Comprehensive Income—The Consolidated Statements of Comprehensive Income include the historical Consolidated Statements of Comprehensive Income of RMCO consolidated with the Statements of Comprehensive Income of RE/MAX Holdings;

·

Statements of Redeemable Preferred Units and Stockholders' Equity/Members’ Deficit—Prior to the Reorganization Transactions and IPO, RMCO and its subsidiaries were organized as a group of Limited Liabilities Companies. The ownership interest of both RIHI and Weston Presidio in RMCO are reflected as redeemable preferred units and members’ deficit prior to the IPO.  As a result of the Reorganization Transactions and IPO, RIHI retained a portion of its interest in RMCO directly through the ownership of RMCO Common Units and these interests are included within non-controlling interest subsequent to the IPO; and

·

Statements of Cash Flows—The Statements of Cash Flows include the historical Consolidated Statements of Cash Flows of RMCO consolidated with the Statements of Cash Flows of RE/MAX Holdings.

The aforementioned consolidated financial statements are presented on a consolidated basis and include the accounts of RE/MAX Holdings and its majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. 

Summary of Significant Accounting Policies
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Principles of Consolidation

As described in Note 1, Business and Organization, RE/MAX Holdings holds an approximate 60% economic interest in RMCO, but as its managing member consolidates RMCO and records a non-controlling interest in the accompanying Consolidated Balance Sheets and records net income 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. 

Use of Estimates

The preparation of the accompanying consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant areas in which management uses assumptions include, among other things, the establishment of the allowance for doubtful trade accounts and notes receivable, the determination of the estimated lives of intangible assets, the estimates for amounts accrued for litigation matters, the fair value of lease guarantees, the estimates of the fair value of reporting units used in the annual assessment of goodwill, the fair value of assets acquired and the amounts due to RIHI and Oberndorf pursuant to the terms of the TRAs discussed in more detail in Note 3, Non-controlling Interest. Actual results could differ from those estimates.

Segment Reporting

The Company reports its operations in two reportable segments: (1) Real Estate Franchise Services and (2) Brokerages. The Company’s Real Estate Franchise Services reportable segment comprises the operations of the Company’s owned and independent global franchising operations under the RE/MAX brand name, intersegment revenue from the Company’s owned brokerages and the Company’s corporate-wide professional services expenses. The Company’s Brokerages reportable segment includes the operations of the Company’s owned brokerage offices, the results of operations of a mortgage brokerage company in which the Company owns a non-controlling interest and reflects the elimination of intersegment revenue and other consolidation entries. The Company’s reportable segments represent the Company’s operating segments for which separate financial information is available and which is utilized on a regular basis by management of the Company to assess performance and to allocate resources. See Note 18, Segment Information, for a description of changes to the Company’s segment structure that occurred during 2014 as well as in the first quarter of 2016.

Revenue Recognition

The Company generates revenue from continuing franchise fees, annual dues, broker fees, franchise sales and other franchise revenue and brokerage revenue. Revenue is recognized when there is persuasive evidence of an arrangement, the service has been rendered, the price is fixed or determinable and collection of the fees is reasonably assured.

Continuing Franchise Fees

The Company provides an ongoing trademark license, operational, training and administrative services and systems to franchisees, which include systems and tools that are designed to help the Company’s franchisees and their agents serve their customers and attract new or retain existing independent agents. Revenue from continuing franchise fees principally consists of fixed fees earned monthly from franchisees on a per agent basis. Revenue from continuing franchise fees is recognized in income when it is earned and becomes due and payable, as stipulated in the related franchise agreements.

Annual Dues

Annual dues revenue represents amounts assessed to agents for membership affiliation in the RE/MAX network. The Company defers the annual dues revenue when billed and recognizes the revenue ratably over the 12-month period to which it relates. As of December 31, 2015 and 2014, the Company had deferred annual dues revenue totaling approximately $13,106,000 and $12,912,000, respectively.

The activity in the Company’s annual dues deferred revenue consists of the following (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

New billings

 

Revenue recognized

 

Balance at end of period

 

Year ended December 31, 2015

    

$

12,912

 

$

31,952

 

$

(31,758)

 

$

13,106

 

Year ended December 31, 2014

 

 

12,344

 

 

31,294

 

 

(30,726)

 

 

12,912

 

Year ended December 31, 2013

 

 

11,599

 

 

30,269

 

 

(29,524)

 

 

12,344

 

 

Broker Fees

Revenue from broker fees represents fees received from the Company’s franchise offices that are primarily based on a percentage of agents’ gross commission income. Revenue from broker fees is determined upon close of the home-sale transaction and recognized as revenue when the fees become due and payable, as stipulated in the related franchise agreements.

Franchise Sales and Other Franchise Revenue

Franchise sales and other franchise revenue is primarily comprised of revenue from the sale or renewal of franchises, as well as other revenue including revenue from preferred marketing arrangements and affinity programs with various suppliers, and registration revenue from conventions held for agents and broker owners in the RE/MAX network.

Upon the sale of a real estate brokerage franchise, the Company recognizes revenue from franchise sales when it has no significant continuing operational obligations, substantially all of the initial services have been performed by the Company and other conditions affecting consummation of the sale have been met. In the event the franchisee fails to perform under the franchise agreement or defaults on the purchase obligations, the Company has the right to reacquire the franchise and to resell or operate that specific franchise. Franchise sales revenue recognized during the years ended December 31, 2015, 2014, and 2013 was $9,697,000,  $8,965,000 and $9,014,000, respectively. Other franchise revenue is recognized when all revenue recognition criteria are met.

Brokerage Revenue

Brokerage revenue principally represents fees assessed by the Company-owned brokerages for services provided to their affiliated real estate agents. The Company recognizes brokerage revenue when all revenue recognition criteria are met. Because the independent contractors in the Company-owned brokerage offices operate as agents in a real estate transaction, their commissions earned and the related commission expenses incurred by the Company-owned brokerages are recorded on a net basis.

Selling, Operating and Administrative Expenses

Selling, operating and administrative expenses primarily consist of personnel costs, including salaries, benefits, payroll taxes and other compensation expenses, professional fees, rent and related facility operations expense, as well as other selling, operating and administrative expenses incurred in connection with marketing, expanding and supporting the Company’s franchise and brokerage operations.

Cash and Cash Equivalents

Cash and cash equivalents include bank deposits, money market funds and other highly liquid investments purchased with an original purchase maturity of three months or less.

Escrow Cash—Restricted and Escrow Liabilities

Escrow cash—restricted and escrow liabilities in the accompanying Consolidated Balance Sheets as of December 31, 2014 reflect cash deposits received and held in escrow on pending sales of real estate properties prior to closing. 

Accounts and Notes Receivable

Trade accounts receivable from the Company’s franchise operations are recorded at the time the Company is entitled to bill under the terms of the franchise agreements and other contractual arrangements and do not bear interest. The Company provides limited financing of certain franchise sales through the issuance of notes receivable that either bear interest at a rate of prime plus 2% or at a stated amount, which is fixed at the inception of the note with the associated earnings recorded in “Interest income” in the accompanying Consolidated Statements of Income. Amounts collected on notes receivable are included in “Net cash provided by operating activities” in the accompanying Consolidated Statements of Cash Flows.

In circumstances where the Company has the contractual right to bill its franchisees, but where collectability is not sufficiently assured, the Company records a receivable and deferred revenue, which amounted to $930,000 and $917,000 as of December 31, 2015 and 2014, respectively.

The Company records allowances against its accounts and notes receivable balances for estimated probable losses. Increases and decreases in the allowance for doubtful accounts are established based upon changes in the credit quality of receivables for which revenue has been recognized and are included as a component of “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. The allowance for doubtful accounts and notes receivable are the Company’s best estimate of the amount of probable credit losses, and is based on historical experience, industry and general economic conditions, and the attributes of specific accounts. The Company’s reserve for accounts and notes receivable where collectability is remote is related to accounts and notes receivable for which revenue has not been recognized and is increased, with a corresponding reduction to deferred revenue, after the Company has determined that the potential for recovery is considered remote. Subsequently, if amounts contractually due from such accounts are collected, revenue is recognized on a cash basis. During the years ended December 31, 2015, 2014 and 2013, the Company recognized revenue of $472,000,  $484,000 and $596,000, respectively upon the receipt of cash payments related to amounts that were contractually billed but for which collectability was either not sufficiently assured or considered remote.

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments (to)/from

 

 

 

 

 

 

 

 

 

Additions/charges

 

deferred revenue, net,

 

 

 

 

 

 

 

Balance at

 

to cost and expense for

 

for accounts where

 

 

 

 

 

 

 

beginning of period

 

allowances for doubtful accounts

 

collectability is remote

 

Deductions/write-offs

 

Balance at end of period

 

Year ended December 31, 2015

    

$

4,495

 

$

433

 

$

(80)

 

$

(365)

 

$

4,483

 

Year ended December 31, 2014

 

 

4,122

 

 

630

 

 

228

 

 

(485)

 

 

4,495

 

Year ended December 31, 2013

 

 

3,913

 

 

604

 

 

(160)

 

 

(235)

 

 

4,122

 

 

For the years ended December 31, 2015, 2014 and 2013, bad debt expense related to trade accounts and notes receivable was $433,000,  $630,000 and $604,000, respectively, and is reflected in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income.

Foreign Operations and Foreign Currency Translation

As of December 31, 2015, the Company, directly and through its franchisees, conducted operations in the U.S., Canada and 96 other countries. On December 31, 2014, the Company sold substantially all of the assets of its owned and operated regional franchising operations located in the Caribbean and Central America as described in Note 5, Acquisitions and Dispositions. As a result, since December 31, 2014, the only consolidated foreign subsidiary where the Company directly conducted franchise operations was in Western Canada.

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

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

Property and Equipment

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

Franchise Agreements and Other Intangible Assets

The Company’s franchise agreements result from reacquired franchise rights, and are initially recorded based on the remaining contractual term of the franchise agreement and do not consider potential renewals in the determination of fair value. The Company amortizes the franchise agreements over their remaining contractual term on a straight-line basis.

The Company also purchases and develops software for internal use. Software development costs incurred during the application development stage as well as upgrades and enhancements that result in additional functionality are capitalized. Costs incurred during the preliminary project and post-implementation-operation stages are expensed as incurred. Software development costs are generally amortized over a term of three to five years, its estimated useful life. Purchased software licenses are amortized over their estimated useful lives.

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

The Company reviews its franchise agreements and other intangible assets subject to amortization for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated from such asset. Any excess of the carrying amount of an asset that exceeded its estimated cash flows would be charged to operations as an impairment loss. For each of the years ended December 31, 2015, 2014 and 2013, there were no impairments indicated for such assets.

Goodwill

Goodwill is an asset representing the future economic benefits arising from the other assets acquired in a business combination that are not individually identified and separately recognized. The Company assesses goodwill for impairment at least annually or whenever an event occurs or circumstances change that would indicate impairment may have occurred at the reporting unit level. Reporting units are driven by the level at which management reviews operating results and are one level below the operating segment. The Company performs its required impairment testing annually on August 31.

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

During 2015 and 2014, the Company performed the qualitative impairment assessment for all of its reporting units by evaluating, among other things, market and general economic conditions, entity-specific events, events affecting a reporting unit and the Company’s results of operations and key performance measures. The Company concluded subsequent to the completion of the qualitative impairment assessment that the fair value of each of the Company’s reporting units significantly exceed their respective carrying values. As a result, the Company did not perform the quantitative test, and no indicators of impairment existed during the years ended December 31, 2015 and 2014. During 2013, the Company performed its annual assessment of goodwill utilizing the quantitative impairment test and the fair value of the Company’s reporting units significantly exceeded the carrying value. Thus, no indicators of impairment existed during the year ended December 31, 2013.

Investments in Equity-Method Investees

The investments in entities in which the Company does not have a controlling interest (financial or operating), but where it has the ability to exercise significant influence over operating and financial policies are accounted for using equity-method investment accounting.

The primary equity-method investment of the Company is a 50% interest in a residential mortgage operation and is recorded as “Investments in equity method investees” in the accompanying Consolidated Balance Sheets as of December 31, 2014. As the Company exerts significant influence over this investment, but does not control it, the Company records its share of earnings and distributions from this investment using the equity method of accounting. The excess of cost of the investment over the Company’s share of the investee’s net assets at the acquisition date is considered to be goodwill. The Company would recognize an impairment loss when there is a loss in value in the equity-method investment, which is other than temporary. The Company’s investment in equity method investees and related equity in earnings of investees is entirely attributable to the Brokerages reportable segment.

As described in Note 5, Acquisitions and Dispositions, the Company sold certain operating assets and liabilities of Sacajawea, LLC on December 31, 2015, including the Company’s equity-method investments. As a result, the Company had no “Investments in equity-method investees” reflected in the accompanying Consolidated Balance Sheets as of December 31, 2015.   

Fair Value Measurements

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:

·

Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

·

Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

·

Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

The carrying amounts for many of the Company’s financial instruments, including cash and cash equivalents, escrow cash – restricted, accounts receivable and notes receivable, accounts payable and escrow liabilities approximate fair value due to their short maturities. The estimated fair value of the Company’s debt represents the amounts that would be paid to transfer or redeem the debt in an orderly transaction between market participants and maximizes the use of observable inputs. For disclosures related to the fair value measurement of the Company’s debt, see Note 9, Debt. No non-recurring fair value adjustments were recorded during the years ended December 31, 2015 and 2014.  

Income Taxes

The Company accounts for income taxes under the asset and liability method prescribed by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740, Income Taxes. As a result of RE/MAX Holdings’ acquisition of Common Units from RMCO, RE/MAX Holdings expects to benefit from amortization and other tax deductions reflecting the step-up in tax basis and share of RE/MAX Holdings’ inside tax basis in the acquired assets. Those deductions will be used by RE/MAX Holdings and will be taken into account in determining RE/MAX Holdings’ taxable income. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Management periodically assesses the recoverability of its deferred tax assets based upon expected future earnings, future deductibility of the asset, changes in applicable tax laws and other factors. If management determines that it is not probable that the deferred tax asset will be fully recoverable in the future, a valuation allowance may be established for the difference between the asset balance and the amount expected to be recoverable in the future. The allowance will result in a charge to the Company’s Consolidated Statements of Income. Further, the Company records its income taxes receivable and payable based upon its estimated income tax liability.

RMCO complies with the requirements of the Internal Revenue Code that are applicable to limited liability companies that have elected to be treated as partnerships, which allow for the complete pass-through of taxable income or losses to RMCO’s unitholders, who are individually responsible for any federal tax consequences. Therefore, no federal tax provision was recorded in RMCO’s consolidated financial statements in the periods prior to October 7, 2013. Subsequently, the tax provision includes the federal income tax obligation related to RE/MAX Holdings’ allocated portion of RMCO’s income. RMCO is subject to certain state and local taxes, and its global subsidiaries are subject to tax in certain jurisdictions.

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

Equity-Based Compensation

The Company recognizes compensation expense associated with equity-based compensation as a component of “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. All equity-based compensation is required to be measured at fair value, is expensed over the requisite service period and requires an estimate of forfeitures when calculating compensation expense. The Company recognizes compensation expense on awards on a straight-line basis over the requisite service period for the entire award. Refer to Note 12, Equity-Based Compensation, for additional discussion regarding details of the Company’s equity-based compensation plans.

Recent Accounting Pronouncements

Under the Jumpstart Our Business Startups Act (“JOBS Act”), the Company meets the definition of an emerging growth company. The Company has irrevocably elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act.

In November 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires that deferred tax assets and liabilities be classified as non-current in a classified balance sheet. ASU 2015-17 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2016. The standard permits the use of either the retrospective or prospective transition method. The adoption of this standard is expected to impact the presentation of current and non-current deferred tax assets and liabilities within the Company’s consolidated balance sheets and related disclosures, but will not affect the Company’s consolidated results of operations.

In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting Measurement-Period Adjustments, which eliminates the requirement for an entity to retrospectively adjust the financial statements for measurement-period adjustments that occur in periods after a business combination is completed. ASU 2015-16 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2015. The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements and related disclosures.

In June 2015, the FASB issued ASU 2015-10, Technical Corrections and Improvements, which both clarifies and simplifies content in the FASB Accounting Standards Codification and corrects unintended application of U.S. GAAP. ASU 2015-10 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2015. The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements and related disclosures. 

In April 2015, the FASB issued ASU 2015-05, IntangiblesGoodwill and OtherInternal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, which provides guidance on fees paid in a cloud computing arrangement and clarifies the accounting for a software license element of a cloud computing arrangement. ASU 2015-05 is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2015. The standard permits the use of either the retrospective or prospective transition method. The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial statements and related disclosures.

In April 2015, the FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which requires an entity to present debt issuance costs related to a debt liability as a direct deduction from the debt liability rather than as an asset. ASU 2015-03 is effective retrospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2015. The adoption of this standard is expected to impact the presentation of certain financial statement line items within the Company’s consolidated balance sheets and related disclosures, but will not affect the Company’s consolidated results of operations.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of the guidance in ASU 2014-09 by one year. ASU 2014-09 is now effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2017. Early application is permitted for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The standard permits the use of either the retrospective or cumulative effect transition method. The Company has not yet selected a transition method nor has it determined the effect of the standard on its consolidated financial statements and related disclosures.

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 limits discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. ASU 2014-08 also provides guidance on the financial statement presentation and disclosures of discontinued operations. ASU 2014-08 became effective prospectively for the Company on January 1, 2015 and dispositions that occurred during 2015 did not qualify as discontinued operations. See Note 5, Acquisitions and Dispositions, for additional information.

Non-controlling Interest
Non-controlling Interest

3. Non-controlling Interest

RE/MAX Holdings is the sole managing member of RMCO and subsequent to the IPO, began to operate and control all of the business affairs of RMCO. As a result, RE/MAX Holdings began to consolidate RMCO on October 7, 2013 and because RE/MAX Holdings and RMCO are entities under common control, such consolidation has been reflected for all periods presented. RE/MAX Holdings owns a 58.33% and 39.89% economic interest in RMCO as of December 31, 2015 and 2014, respectively, and records a non-controlling interest for the remaining 41.67% and 60.11% economic interest in RMCO held by RIHI as of December 31, 2015 and 2014, respectively. RE/MAX Holdings’ economic interest in RMCO increased due to the increase in common units from the issuance of shares of Class A common stock as a result of the Secondary Offering described in Note 1, Business and Organization, upon the exercise of 624,443 stock options, upon the vesting of 14,866 restricted stock units and as a result of the grant of 2,001 shares, net of shares withheld and cancelled to cover the Company’s minimum statutory tax withholding obligation. See Note 12, Equity-Based Compensation, for further details. RE/MAX Holdings’ only sources of cash flow from operations are distributions from RMCO and management fees received pursuant to the management services agreement between RE/MAX Holdings and RMCO. “Net income attributable to non-controlling interest” in the accompanying Consolidated Statements of Income represents the portion of earnings attributable to the economic interest in RMCO held by the non-controlling unitholders. As of October 7, 2013, “Non-controlling interest” in the accompanying Consolidated Balance Sheets represented the carryover basis of RIHI’s capital account in RMCO. Prospectively, the non-controlling interest will be adjusted to reflect tax and other cash distributions made to, and the income allocated to, the non-controlling unitholders as well as future redemptions of Common Units in RMCO pursuant to the New RMCO, LLC Agreement. The ownership of the common units in RMCO is summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 

 

 

 

2015

 

2014

 

 

    

Shares

    

Ownership %

    

Shares

    

Ownership %

 

Non-controlling unitholders ownership of common units in RMCO

    

12,559,600

 

41.67

%

17,734,600

 

60.11

%

RE/MAX Holdings, Inc. outstanding Class A common stock (equal to RE/MAX Holdings, Inc. common units in RMCO)

 

17,584,351

 

58.33

%

11,768,041

 

39.89

%

Total common units in RMCO

 

30,143,951

 

100.00

%

29,502,641

 

100.00

%

 

The weighted average ownership percentages for the applicable reporting period are used to calculate the net income attributable to RE/MAX Holdings. A reconciliation from “Income before provision for income taxes” to “Net income attributable to RE/MAX Holdings, Inc.” for the periods indicated is detailed as follows (in thousands, except percentages): 

 

 

<

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Period from

 

 

 

Year Ended

 

Year Ended