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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 and as of December 31, 2014, RE/MAX Holdings owns 39.89% 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 world’s leading franchisors of residential and commercial real estate brokerage services throughout the U.S. and globally. The Company also operates a small number of real estate brokerages in the U.S. The Company’s revenue is derived from continuing franchise fees, annual dues from agents, broker fees, 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 the 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”):
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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; |
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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; |
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— |
RE/MAX Holdings became a member and the sole manager of RMCO following the purchase of Common Units of RMCO, as described below; |
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— |
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 |
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— |
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.
Tax Receivable Agreements
RE/MAX Holdings entered into separate tax receivable agreements (“TRAs”) with Weston Presidio and RIHI (collectively, the “Historical Owners”), that provide for the payment by RE/MAX Holdings to the Historical Owners of RMCO 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 the Historical Owners 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 each of its Historical Owners were substantially identical.
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:
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· |
Balance Sheets—The assets, liabilities and equity of RMCO and RE/MAX Holdings are consolidated and presented at their historical carrying values; |
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· |
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; |
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· |
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; |
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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 Historical Owners’ ownership interest in RMCO is 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 |
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· |
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.
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2. Summary of Significant Accounting Policies
Principles of Consolidation
As described in Note 1, Business and Organization, RE/MAX Holdings holds an approximate 40% 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, equity-based compensation, 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 Historical Owners pursuant to the terms of the TRAs discussed in more detail in Note 3, Non-controlling Interest. Actual results could differ from those estimates.
Reclassifications
Certain items in the accompanying consolidated financial statements as of December 31, 2013 have been reclassified to conform to the 2014 presentation.
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 as well as 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.
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. Continuing franchise fee revenue principally consists of fixed fees earned monthly from franchisees on a per agent basis. Continuing franchise fees are recognized in income when earned and become 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, 2014 and 2013, the Company had deferred annual dues revenue totaling approximately $12,912,000 and $12,344,000, respectively.
The activity in the Company’s annual dues deferred revenue consists of the following (in thousands):
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Balance at beginning of period |
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New billings |
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Revenue recognized |
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Balance at end of period |
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||||
|
Year ended December 31, 2014 |
$ |
12,344 |
|
|
$ |
31,294 |
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|
$ |
(30,726 |
) |
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$ |
12,912 |
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|
Year ended December 31, 2013 |
|
11,599 |
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30,269 |
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(29,524 |
) |
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12,344 |
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Year ended December 31, 2012 |
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11,874 |
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28,634 |
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(28,909 |
) |
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11,599 |
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Broker Fees
Broker fee revenue represents fees received from the Company’s franchise offices that are primarily based on a percentage of agents’ gross commission income. Broker fees are 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.
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, 2014, 2013, and 2012 was $8,965,000, $9,014,000 and $9,392,000, 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 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 on the accompanying Consolidated Balance Sheets 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 $917,000 and $1,292,000 as of December 31, 2014 and 2013, 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, 2014, 2013 and 2012, the Company recognized revenue of $484,000, $596,000 and $628,000, respectively upon the receipt of cash payments related to amounts that were contractually billed but for which collectability was either not sufficiently assured or considered remote.
The activity in the Company’s allowances against accounts and notes receivable consists of the following (in thousands):
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Balance at beginning of period |
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Additions/charges to cost and expense for allowances for doubtful accounts |
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Adjustments (to)/from deferred revenue, net, for accounts where collectability is remote |
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Deductions/write-offs |
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Balance at end of period |
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|
Year ended December 31, 2014 |
$ |
4,122 |
|
|
$ |
630 |
|
|
$ |
228 |
|
|
$ |
(485 |
) |
|
$ |
4,495 |
|
|
Year ended December 31, 2013 |
|
3,913 |
|
|
|
604 |
|
|
|
(160 |
) |
|
|
(235 |
) |
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4,122 |
|
|
Year ended December 31, 2012 |
|
4,853 |
|
|
|
611 |
|
|
|
170 |
|
|
|
(1,721 |
) |
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|
3,913 |
|
For the years ended December 31, 2014, 2013 and 2012, bad debt expense related to trade accounts and notes receivable was $630,000, $604,000 and $611,000, 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, 2014, the Company, directly and through its franchisees, conducted operations in the U.S., Canada and 95 other countries. During 2012, the Company sold substantially all of the assets of its previously owned and operated regional franchising operations located in Eastern Australia and New Zealand. 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, as of 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 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) 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 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 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, 2014, 2013 and 2012, 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 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 results of the qualitative assessment determined it is not more likely than not that the carrying values of any of the Company’s reporting units exceed their respective fair values. As the fair values of the Company’s reporting units significantly exceed their respective carrying values, the Company did not perform the quantitative test. During 2013 and 2012, 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 years ended December 31, 2014, 2013 or 2012.
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 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.
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:
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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, 2014 and 2013, except those associated with acquisitions, as disclosed in Note 5, Acquisitions and Dispositions.
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 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.
On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, 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. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. 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 March 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-05, Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (“ASU 2013-05”). This amendment clarifies the applicable guidance for the release of cumulative translation adjustment into net earnings. When an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity, the entity is required to apply the guidance in FASB Accounting Standards Codification Topic 830-30 to release any related cumulative translation adjustment into net earnings. ASU 2013-05 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.
|
|||
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 39.89% and 39.56% minority economic interest in RMCO as of December 31, 2014 and 2013, respectively, and records a non-controlling interest for the remaining 60.11% and 60.44% economic interest in RMCO held by RIHI as of December 31, 2014 and 2013, respectively. RE/MAX Holdings’ minority economic interest in RMCO increased due to the increase in common units from the issuance of shares of Class A common stock upon the exercise of 135,000 stock options and the vesting of 55,589 restricted stock units during 2014, offset by the cancellation of 30,519 common units in RMCO in May 2014, as discussed in Note 12, Equity-Based Compensation. RE/MAX Holdings’ only sources of cash flow from operations are distributions from RMCO and management fees received pursuant to the management services agreement between RE/MAX Holdings and RMCO. Net income attributable to the 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, the 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 has been adjusted to reflect tax and other cash distributions made to, and the income allocated to, the non-controlling unitholders. The ownership of the common units in RMCO is summarized as follows:
|
|
As of December 31, |
|
|||||||||||||
|
|
2014 |
|
|
2013 |
|
||||||||||
|
|
Shares |
|
|
Ownership % |
|
|
Shares |
|
|
Ownership % |
|
||||
|
Non-controlling unitholders ownership of common units in RMCO |
|
17,734,600 |
|
|
|
60.11 |
% |
|
|
17,734,600 |
|
|
|
60.44 |
% |
|
RE/MAX Holdings, Inc. outstanding Class A common stock (equal to RE/MAX Holdings, Inc. common units in RMCO) |
|
11,768,041 |
|
|
|
39.89 |
% |
|
|
11,607,971 |
|
|
|
39.56 |
% |
|
|
|
29,502,641 |
|
|
|
100.00 |
% |
|
|
29,342,571 |
|
|
|
100.00 |
% |
The aforementioned ownership percentages 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):
|
|
Year Ended |
|
|
Period from October 7 through December 31, 2013 |
|
||
|
Income before provision for income taxes |
$ |
53,927 |
|
|
$ |
6,048 |
|
|
Weighted average ownership percentage of controlling interest |
|
39.57 |
% |
|
|
39.56 |
% |
|
Income before provision for income taxes attributable to RE/MAX Holdings, Inc. |
|
21,339 |
|
|
|
2,393 |
|
|
Provision for income taxes attributable to RE/MAX Holdings, Inc. |
|
(7,903 |
) |
|
|
(887 |
) |
|
Net income attributable to RE/MAX Holdings, Inc. |
$ |
13,436 |
|
|
$ |
1,506 |
|
A reconciliation of the “Provision for income taxes” for the periods indicated is detailed as follows (in thousands):
|
|
Year Ended |
|
|
Period from October 7 through December 31, 2013 |
|
||
|
Provision for income taxes attributable to RE/MAX Holdings, Inc. (a) |
$ |
(7,903 |
) |
|
$ |
(887 |
) |
|
Provision for income taxes attributable to entities other than RE/MAX Holdings, Inc. (b) |
|
(2,045 |
) |
|
|
(184 |
) |
|
Provision for income taxes |
$ |
(9,948 |
) |
|
$ |
(1,071 |
) |
|
(a) |
The provision for income taxes attributable to RE/MAX Holdings includes all U.S. federal and state income taxes as well as RE/MAX Holdings’ approximate 40% share of the taxes imposed directly on RE/MAX, LLC, a wholly-owned subsidiary of RMCO, related to tax liabilities in certain foreign jurisdictions of approximately $1,339,000 for the year ended December 31, 2014 and $120,000 for the period from October 7, 2013 through December 31, 2013. |
|
(b) |
The provision for income taxes attributable to entities other than RE/MAX Holdings represents taxes imposed directly on RE/MAX, LLC related to tax liabilities in certain foreign jurisdictions that are allocated to the non-controlling interest. |
Distributions and Other Payments to Non-controlling Unitholders
Distributions for Taxes
As a limited liability company (treated as a partnership for income tax purposes), RMCO does not incur significant federal or state and local income taxes, as these taxes are primarily the obligations of the members of RMCO. As authorized by the New RMCO, LLC Agreement, RMCO is required to distribute cash, generally, on a pro rata basis, to its members to the extent necessary to cover the members’ tax liabilities, if any, with respect to their allocable share of RMCO earnings. RMCO makes such tax distributions to its members based off an estimated tax rate which is calculated at 46.2% for RMCO’s 2014 tax year and is based on the terms of the New RMCO, LLC Agreement. Upon completion of its tax returns with respect to the prior year, RMCO may make true-up distributions to its members, if cash is available for such purposes, with respect to actual taxable income for the prior year. Distributions for taxes paid to or on behalf of non-controlling unitholders under the New RMCO, LLC Agreement were $17,765,000 during the year ended December 31, 2014, and are recorded in “Non-controlling interest” in the accompanying Consolidated Balance Sheets and Consolidated Statement of Redeemable Preferred Units and Stockholders’ Equity/Members’ Equity. For the years ended December 31, 2013 and 2012, distributions for taxes to RMCO’s non-controlling unitholders were also required, but calculated differently, in accordance with the Old RMCO, LLC Agreement. Distributions for taxes paid to non-controlling unitholders under the Old RMCO, LLC Agreement during the years ended December 2013 and 2012 were $19,614,000 and $3,479,500, respectively.
Other Distributions
Cash distributions are also made to non-controlling unitholders based on their ownership percentage in RMCO as determined in accordance with the New RMCO, LLC Agreement. Future cash distributions will be made to non-controlling unitholders pro rata on a quarterly basis equal to the anticipated dividend payments to the holders of the Company’s Class A common stock. The Company made distributions of $4,432,000 to non-controlling unitholders during the year ended December 31, 2014, which are recorded in “Non-controlling interest” in the accompanying Consolidated Balance Sheets and Consolidated Statement of Redeemable Preferred Units and Stockholders’ Equity/Members’ Deficit. On March 11, 2015, the Company declared a distribution to non-controlling unitholders of $28,819,000, which is payable on April 8, 2015. Cash distributions were also required to be made to non-controlling unitholders in accordance with the Old RMCO, LLC Agreement in an amount equal to the lesser of (1) the amount of excess cash flow payment required to be paid as a mandatory prepayment pursuant to the Company’s previous senior secured credit facility and (2) $8,000,000. Other distributions paid to non-controlling unitholders during the years ended December 31, 2013 and 2012 were $8,000,000 and $6,123,500, respectively.
Payments Pursuant to the Tax Receivable Agreements
As of December 31, 2014, the Company has reflected a liability of $67,418,000, representing the payments due to the Historical Owners under the TRAs (see current and non-current portion of “Payable pursuant to tax receivable agreements” in the accompanying Consolidated Balance Sheets).
During the year ended December 31, 2014, the Company paid $986,000 to the Historical Owners pursuant to the TRAs. As of December 31, 2014, the Company estimates that amounts payable pursuant to the TRAs within the next 12 month period will be approximately $3,914,000. To determine the current amount of the payments due to the Historical Owners, the Company estimated the amount of taxable income that RE/MAX Holdings generated during 2014 and the amount of the specified deductions subject to the TRA which are expected to be realized by RE/MAX Holdings in its 2014 tax return. This amount was then used as a basis for determining the Company’s increase in estimated tax cash savings as a result of such deductions on which a current TRA obligation became due (i.e. payable within twelve months of the Company’s year-end). These calculations are performed pursuant to the terms of the TRAs.
Payments are anticipated to be made under the TRAs indefinitely. The payments are to be made in accordance with the terms of the TRAs. The timing of the payments is subject to certain contingencies including RE/MAX Holdings having sufficient taxable income to utilize all of the tax benefits defined in the TRAs. If the Company elects to terminate the TRAs early, the Company would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the TRAs, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits.
Obligations pursuant to the TRAs are obligations of RE/MAX Holdings. They do not impact the non-controlling interest. These obligations are not income tax obligations and have no impact on the tax provision or the allocation of taxes. In general, items of income, gain, loss and deduction are allocated on the basis of members’ ownership interests pursuant to the New RMCO, LLC Agreement after taking into consideration all relevant sections of the Internal Revenue Code.
|
|||
5. Acquisitions and Dispositions
Acquisitions
Acquisition of HBN and Tails
In connection with the IPO effective October 7, 2013, RE/MAX Holdings acquired the net assets, excluding cash, of HBN and Tails for consideration paid of $7,130,000 and $20,175,000, respectively and contributed the assets to RMCO in order to expand RMCO’s owned and operated regional franchising operations in the Southwest and Central Atlantic regions of the U.S. Prior to the acquisitions, HBN and Tails were owned in part by related parties, but were not under common control with RE/MAX Holdings and RMCO. As a result, the assets acquired constitute businesses that were accounted for using the fair value acquisition method, and the total purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the total purchase price over the fair value of the identifiable assets acquired and liabilities assumed was recorded as goodwill. The goodwill recognized for HBN and Tails is attributable to expected synergies and projected long term revenue growth and relates entirely to the Real Estate Franchise Services reportable segment.
Purchase Price Allocation
The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands):
|
|
HBN |
|
|
Tails |
|
|
Total |
|
|||
|
Accounts and notes receivable, net |
$ |
354 |
|
|
$ |
2,080 |
|
|
$ |
2,434 |
|
|
Other current assets |
|
17 |
|
|
|
12 |
|
|
|
29 |
|
|
Franchise agreements |
|
6,515 |
|
|
|
16,493 |
|
|
|
23,008 |
|
|
Goodwill |
|
321 |
|
|
|
1,711 |
|
|
|
2,032 |
|
|
Other assets |
|
15 |
|
|
|
— |
|
|
|
15 |
|
|
Accrued liabilities |
|
(92 |
) |
|
|
(121 |
) |
|
|
(213 |
) |
|
Total purchase price |
$ |
7,130 |
|
|
$ |
20,175 |
|
|
$ |
27,305 |
|
The valuation of acquired regional franchise agreements was derived using primarily unobservable Level 3 inputs, which require significant management judgment and estimation. The regional franchise agreements acquired were valued using an income approach and are being amortized over the remaining contractual term of approximately 14 years using the straight-line method. For the remaining assets acquired, fair value approximated carrying value.
Acquisition of RE/MAX of Texas
Effective December 31, 2012, RMCO acquired certain assets of RE/MAX/KEMCO Partnership L.P. d/b/a RE/MAX of Texas (“RE/MAX of Texas”), including the regional franchise agreements issued by the Company permitting the sale of RE/MAX franchises in the state of Texas. RMCO acquired these assets in order to expand its owned and operated regional franchising operations. The purchase price was $45,500,000 and was paid in cash using proceeds from borrowings. The assets acquired constitute a business that 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 excess of the total purchase price over the fair value of the identifiable assets acquired was recorded as goodwill. The goodwill recognized for RE/MAX of Texas is attributable to expected synergies and projected long-term revenue growth and relates entirely to the Real Estate Franchise Services reportable segment.
Purchase Price Allocation
The following table summarizes the estimated fair value of the assets acquired at the acquisition date (in thousands):
|
Accounts and notes receivable, net |
$ |
122 |
|
|
Franchise agreements |
|
15,200 |
|
|
Goodwill |
|
30,178 |
|
|
Total purchase price |
$ |
45,500 |
|
The valuation of acquired regional franchise agreements was derived using primarily unobservable Level 3 inputs, which require significant management judgment and estimation. The regional franchise agreements acquired were valued using an income approach and are being amortized over the remaining contractual term of approximately four years using the straight-line method. For the remaining assets acquired, fair value approximated carrying value.
Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the acquisitions of HBN, Tails and RE/MAX of Texas had occurred on January 1, 2012. The historical financial information has been adjusted to give effect to events that are (1) directly attributed to the acquisition, (2) factually supportable and (3) expected to have a continuing impact on the combined results. Such items include interest expense related to debt issued to fund the acquisition of RE/MAX of Texas as well as additional amortization expense associated with the valuation of the acquired franchise agreement. 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 acquisition had actually occurred on that date, nor of the results that may be obtained in the future.
|
|
Year Ended December 31, |
|
|||||
|
2013 |
|
|
2012 |
|
|||
|
(unaudited) |
|
||||||
|
|
(in thousands) |
|
|||||
|
Total revenue |
$ |
165,113 |
|
|
$ |
158,995 |
|
|
Net income |
|
30,486 |
|
|
|
33,454 |
|
Dispositions
Disposition of RE/MAX Caribbean Islands, Inc.
On December 31, 2014, the Company sold substantially all of the assets of its owned and operated regional franchising operations located in the Caribbean and Central America for a net purchase price of approximately $100,000 and recognized a gain on the sale of the assets of approximately $12,000 which is reflected in “(Gain) loss on sale or disposition of assets, net” in the accompanying Consolidated Statements of Income. In connection with the sale of the assets, the Company entered into separate regional franchise agreements effective January 1, 2015 with a term of 20 years with the purchasers, under which the Company will receive ongoing monthly continuing franchise fees, broker fees and franchise sales revenue.
Disposition of RE/MAX Australia Franchising Pty Ltd. and RE/MAX New Zealand Ltd.
During 2012, the Company sold substantially all of the assets of its owned and operated regional franchising operations located in Eastern Australia and New Zealand for a net purchase price of approximately $217,000. The Company recognized losses on the sale of the assets of the two regions amounting to approximately $1,111,000 and $612,000, respectively, which are reflected in “Loss on sale or disposition of assets, net” in the accompanying Consolidated Statements of Income for the year ended December 31, 2012. The losses recorded include approximately $1,149,000 related to goodwill derecognized upon the sale of the related assets. In connection with the sale of the assets, the Company entered into separate regional franchise agreements with the purchaser, under which the Company will receive ongoing monthly continuing franchise fees, broker fees and franchise sales revenue. The term of each of the regional franchise agreements is 20 years with an option by the Company to renew for an additional 20-year term.
|
|||
6. Property and Equipment
Property and equipment consist of the following (in thousands):
|
|
|
|
As of December 31, |
|
|||||
|
|
Depreciable life |
|
2014 |
|
|
2013 |
|
||
|
Leasehold improvements |
Shorter of estimated useful life or life of lease |
|
$ |
2,988 |
|
|
$ |
2,559 |
|
|
Office furniture, fixtures and equipment |
3 - 10 years |
|
|
18,024 |
|
|
|
17,749 |
|
|
Equipment under capital leases |
3 - 5 years |
|
|
1,642 |
|
|
|
1,675 |
|
|
|
|
|
|
22,654 |
|
|
|
21,983 |
|
|
Less accumulated depreciation |
|
|
|
(19,993 |
) |
|
|
(19,400 |
) |
|
|
|
|
$ |
2,661 |
|
|
$ |
2,583 |
|
Depreciation expense was $1,110,000, $2,181,000 and $2,319,000 for the years ended December 31, 2014, 2013 and 2012, respectively.
|
|||
7. Intangible Assets and Goodwill
The following table provides the components of the Company’s intangible assets (in thousands):
|
|
|
|
|
|
December 31, 2014 |
|
|
December 31, 2013 |
|
||||||||||||||||||
|
|
Initial Weighted Average Amortization Period (in years) |
|
|
Initial Cost |
|
|
Accumulated Amortization |
|
|
Net Balance |
|
|
Initial Cost |
|
|
Accumulated Amortization |
|
|
Net Balance |
|
|||||||
|
Franchise agreements |
|
12.0 |
|
|
$ |
162,835 |
|
|
$ |
(87,330 |
) |
|
$ |
75,505 |
|
|
$ |
162,835 |
|
|
$ |
(73,764 |
) |
|
$ |
89,071 |
|
|
Other intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software |
|
4.3 |
|
|
$ |
8,356 |
|
|
$ |
(7,126 |
) |
|
$ |
1,230 |
|
|
$ |
7,463 |
|
|
$ |
(6,633 |
) |
|
$ |
830 |
|
|
Trademarks |
|
14.7 |
|
|
|
2,919 |
|
|
|
(1,424 |
) |
|
|
1,495 |
|
|
|
2,935 |
|
|
|
(1,279 |
) |
|
|
1,656 |
|
|
Total other intangible assets |
|
7.0 |
|
|
$ |
11,275 |
|
|
$ |
(8,550 |
) |
|
$ |
2,725 |
|
|
$ |
10,398 |
|
|
$ |
(7,912 |
) |
|
$ |
2,486 |
|
Amortization expense was $14,206,000, $12,985,000 and $9,771,000 for the years ended December 31, 2014, 2013 and 2012, respectively.
As of December 31, 2014, the estimated future amortization of intangible assets, other than goodwill, is as follows (in thousands):
|
Year ending December 31: |
|
|
|
|
2015 |
$ |
14,091 |
|
|
2016 |
|
13,970 |
|
|
2017 |
|
10,055 |
|
|
2018 |
|
6,439 |
|
|
2019 |
|
6,429 |
|
|
Thereafter |
|
27,246 |
|
|
|
$ |
78,230 |
|
Amounts recorded as goodwill in the accompanying Consolidated Balance Sheets are attributable to the Real Estate Franchise Services reportable segment. The following table presents changes to goodwill for the years ended December 31, 2014 and 2013 (in thousands):
|
Balance, January 1, 2013 |
$ |
71,039 |
|
|
Goodwill recognized in acquisitions |
|
2,032 |
|
|
Effect of changes in foreign currency exchange rates |
|
(290 |
) |
|
Balance, December 31, 2013 |
|
72,781 |
|
|
Effect of changes in foreign currency exchange rates |
|
(318 |
) |
|
Balance, December 31, 2014 |
$ |
72,463 |
|
|
|||
8. Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
|
|
As of December 31, |
|
|||||
|
|
2014 |
|
|
2013 |
|
||
|
Accrued payroll and related employee costs (a) |
$ |
4,519 |
|
|
$ |
4,757 |
|
|
Accrued property taxes |
|
1,622 |
|
|
|
1,176 |
|
|
Accrued professional fees |
|
947 |
|
|
|
1,116 |
|
|
Lease-related accruals |
|
773 |
|
|
|
853 |
|
|
Other |
|
1,519 |
|
|
|
1,442 |
|
|
|
$ |
9,380 |
|
|
$ |
9,344 |
|
|
(a) |
Accrued payroll and related employee costs include $420,000 of accrued severance and outplacement services expenses related to the restructuring plan designed to improve operating efficiencies at the Company’s headquarters and $500,000 of accrued severance and benefits expenses related to the retirement of the Company’s former Chief Executive Officer on December 31, 2014, as discussed in Note 13, Leadership Changes and Restructuring Activities. |
|
|||
9. Debt
Debt consists of the following (in thousands):
|
|
As of December 31, |
|
|||||
|
|
2014 |
|
|
2013 |
|
||
|
2013 Senior Secured Credit Facility, principal of $538 payable quarterly, matures in July 2020, net of unamortized discount of $360 and $446 as of December 31, 2014 and 2013, respectively |
$ |
211,673 |
|
|
$ |
228,404 |
|
|
Less current portion |
|
(9,460 |
) |
|
|
(17,300 |
) |
|
|
$ |
202,213 |
|
|
$ |
211,104 |
|
Maturities of debt are as follows as of December 31, 2014 (in thousands):
|
Year ending December 31: |
|
|
|
|
2015 |
$ |
9,460 |
|
|
2016 |
|
2,152 |
|
|
2017 |
|
2,152 |
|
|
2018 |
|
2,152 |
|
|
2019 |
|
2,152 |
|
|
Thereafter |
|
193,965 |
|
|
|
$ |
212,033 |
|
Senior Secured Credit Facility
On April 16, 2010, the Company entered into a credit agreement with several lenders and administered by a bank, collectively referred to herein as the “2010 Senior Secured Credit Facility.” The 2010 Senior Secured Credit Facility consisted of a $215,000,000 term loan facility and a $10,000,000 revolving loan facility. On December 31, 2012, the 2010 Senior Secured Credit Facility was amended, providing for an additional term loan in an aggregate principal amount equal to $45,000,000. The proceeds were used to fund the acquisition of certain assets of RE/MAX of Texas. See Note 5, Acquisitions and Dispositions, for additional disclosures regarding this acquisition.
On July 31, 2013, the Company entered into a new credit agreement with several lenders and administered by a bank, referred to herein as the “2013 Senior Secured Credit Facility.” In connection therewith, proceeds received were used to re-pay existing indebtedness pursuant to the 2010 Senior Secured Credit Facility. The 2013 Senior Secured Credit Facility consists of a $230,000,000 term loan facility and a $10,000,000 revolving loan facility. The proceeds provided by the term loan facility were used to refinance and repay existing indebtedness and for working capital, capital expenditures and general corporate purposes. Interest rates with respect to the term loan facility and revolving loan facility are based, at the Company’s option, on (a) adjusted London Interbank Offered Rate (“LIBOR”), provided that LIBOR shall be no less than 1% plus a maximum applicable margin of 3% or (b) Alternative Base Rate (“ABR”), provided that ABR shall be no less than 2%, which is equal to the greater of (1) JPMorgan Chase Bank, N.A.’s prime rate; (2) the Federal Funds Effective Rate plus 0.5% or (3) calculated Eurodollar Rate plus 1%, plus a maximum applicable margin of 2%. The applicable margin is subject to quarterly adjustments beginning in the first quarter of 2014 based on the Company’s total leverage ratio as defined in the 2013 Senior Secured Credit Facility. The 2010 Senior Secured Credit Facility was, and the 2013 Senior Secured Credit Facility is structured as a loan syndication, whereby several lenders individually loaned specific amounts to the Company and the Company is obligated to repay each individual lender. Therefore, the Company evaluated if the terms of amounts owed to each lender under the 2010 Senior Secured Credit Facility were substantially different than the amounts owed to each lender under the 2013 Senior Secured Credit Facility. For amounts owed to lenders with terms that were substantially different than the 2013 Senior Secured Credit Facility or for lenders that did not participate in the 2013 Senior Secured Credit Facility, the Company accounted for the repayment transaction as early extinguishments of debt and recorded a loss of $1,664,000 during the year ended December 31, 2013 related to unamortized debt discount and issuance costs. For amounts owed to lenders with terms that were not substantially different, the Company accounted for the repayment transaction as a modification. In connection with the 2013 Senior Secured Credit Facility, the Company incurred costs of $3,327,000, of which $1,345,000 was recorded in “Debt issuance costs, net” in the accompanying Consolidated Balance Sheets and are being amortized to interest expense over the remaining term of the 2013 Senior Secured Credit Facility and the remaining $1,982,000 was expensed as incurred.
The Company is required to make principal payments out of excess cash flow, as defined in the 2013 Senior Secured Credit Facility, as well as from the proceeds of certain asset sales, proceeds from the issuance of indebtedness and from insurance recoveries. The Company made an excess cash flow prepayment of $14,627,000 during the year ended December 31, 2014. As of December 31, 2014, the Company expects to make an estimated mandatory principal excess cash flow prepayment of $7,308,000 pursuant to the terms of the 2013 Senior Secured Credit Facility within the next 12 month period. Mandatory principal payments of $538,000 are due quarterly until the facility matures on July 31, 2020 and will be reduced pro rata by the amount of any excess cash flow principal payments made. During the year ended December 31, 2013 and 2012, the Company made mandatory principal excess cash flow prepayments of $8,000,000 and $6,123,500, respectively, in accordance with the terms of the 2010 Senior Secured Credit Facility. The Company accounted for the mandatory principal excess cash flow prepayments as early extinguishments of debt and recorded a loss during the years ended December 31, 2014, 2013 and 2012 of $178,000, $134,000 and $136,000, respectively, related to unamortized debt discount and issuance costs. The Company may make optional prepayments on the term loan facility at any time; however, no such optional prepayments were made during the years ended December 31, 2014 or 2013.
The estimated fair value of the Company’s debt as of December 31, 2014 and 2013 represents the amount that would be paid to transfer or redeem the debt in an orderly transaction between market participants at that date and maximizes the use of observable inputs. The fair value of the Company’s debt was estimated using a market approach based on the amount at the measurement date that the Company would pay to enter into the identical liability, since quoted prices for the Company’s debt instruments are not available. As a result, the Company has classified the fair value of its 2013 Senior Secured Credit Facility as Level 2 of the fair value hierarchy. The carrying amounts of the 2013 Senior Secured Credit Facility are included in the accompanying Consolidated Balance Sheets in “Current portion of debt” and “Debt, net of current portion.” The carrying value of the 2013 Senior Secured Credit Facility was $211,673,000 and $228,404,000 as of December 31, 2014 and 2013, respectively. The fair value of the 2013 Senior Secured Credit Facility was $208,853,000 and $229,422,000 as of December 31, 2014 and 2013, respectively.
The 2013 Senior Secured Credit Facility requires compliance with certain operational and financial covenants to the extent the Company has an outstanding balance on its revolving loan facility at the end of each quarter. The Company did not have an outstanding balance on the revolving loan facility as of December 31, 2014 and as such, no covenants were in effect.
The Company had no borrowings drawn on the revolving loan facility during the years ended December 31, 2014 and 2013. The Company pays a quarterly commitment fee equal to 0.5% on the average daily amount of the unused portion of the revolving loan facility.
Subsequent Events
On March 11, 2015, the 2013 Senior Secured Credit Facility was amended, providing for an increase to the maximum applicable margin for both LIBOR and ABR loans by 0.25%, and a modification of certain liquidity covenants in order to increase the amounts the Company may distribute in the form of dividends to its non-controlling unitholders and stockholders of its Class A common stock.
|
|||
10. Income Taxes
Income before the provision for income taxes as shown in the accompanying Consolidated Statements of Income is as follows (in thousands):
|
|
Year Ended December 31, |
|
|||||||||
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
|
Domestic |
$ |
40,103 |
|
|
$ |
23,729 |
|
|
$ |
29,964 |
|
|
Foreign |
|
13,824 |
|
|
|
7,367 |
|
|
|
5,498 |
|
|
Total |
$ |
53,927 |
|
|
$ |
31,096 |
|
|
$ |
35,462 |
|
Components of the provision for income taxes consist of the following (in thousands):
|
|
Year Ended December 31, |
|
|||||||||
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
|
Current |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
$ |
4,304 |
|
|
$ |
348 |
|
|
$ |
— |
|
|
Foreign |
|
3,383 |
|
|
|
2,068 |
|
|
|
2,053 |
|
|
State and local |
|
396 |
|
|
|
26 |
|
|
|
— |
|
|
Total current expense |
|
8,083 |
|
|
|
2,442 |
|
|
|
2,053 |
|
|
Deferred expense |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
1,741 |
|
|
|
366 |
|
|
|
— |
|
|
Foreign |
|
(5 |
) |
|
|
9 |
|
|
|
85 |
|
|
State and local |
|
129 |
|
|
|
27 |
|
|
|
— |
|
|
Total deferred expense |
|
1,865 |
|
|
|
402 |
|
|
|
85 |
|
|
Provision for income tax expense |
$ |
9,948 |
|
|
$ |
2,844 |
|
|
$ |
2,138 |
|
Prior to October 7, 2013, the Company had not been subject to U.S. federal income taxes as RMCO is organized as a limited liability company; however, RMCO was, and continues to be, subject to certain other foreign, state and local taxes. As a result of the Reorganization Transactions and IPO, the portion of RMCO’s income attributable to RE/MAX Holdings is now subject to U.S. federal, state, local and foreign income taxes and is taxed at the prevailing corporate tax rates. The provision for income taxes is comprised of a provision for income taxes attributable to RE/MAX Holdings and to entities other than RE/MAX Holdings. The provision for income taxes attributable to RE/MAX Holdings includes all U.S. federal and state income taxes and RE/MAX Holdings’ approximate 40% share of taxes imposed directly on RE/MAX, LLC related to tax liabilities in certain foreign jurisdictions. The provision for income taxes attributable to entities other than RE/MAX Holdings represents taxes imposed directly on RE/MAX, LLC that are allocated to the non-controlling interest.
A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
|
U.S. statutory tax rate |
|
35.0 |
% |
|
|
34.0 |
% |
|
|
34.0 |
% |
|
Increase due to state and local taxes, net of federal benefit |
|
2.6 |
% |
|
|
2.6 |
% |
|
|
2.5 |
% |
|
Effect of permanent differences |
|
0.6 |
% |
|
|
1.2 |
% |
|
|
0.0 |
% |
|
Income attributable to non-controlling interests |
|
-19.8 |
% |
|
|
-28.7 |
% |
|
|
-30.5 |
% |
|
Effective tax rate |
|
18.4 |
% |
|
|
9.1 |
% |
|
|
6.0 |
% |
The Company’s effective tax rate includes a rate benefit attributable to the fact that the Company’s subsidiaries operate as a series of limited liability companies which are not themselves subject to federal income tax. Accordingly, the portion of the Company’s subsidiaries earnings attributable to the non-controlling interest are subject to tax when reported as a component of the non-controlling interests’ taxable income.
Net income taxes receivable (payable) were $576,000 and ($448,000) at December 31, 2014 and 2013, 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, |
|
|||||
|
|
2014 |
|
|
2013 |
|
||
|
Current deferred tax assets |
|
|
|
|
|
|
|
|
Compensation and benefits |
$ |
372 |
|
|
$ |
557 |
|
|
Allowance for doubtful accounts |
|
489 |
|
|
|
456 |
|
|
Deferred revenue |
|
171 |
|
|
|
239 |
|
|
Other |
|
338 |
|
|
|
151 |
|
|
Total current deferred tax assets* |
|
1,370 |
|
|
|
1,403 |
|
|
Long-term deferred tax assets |
|
|
|
|
|
|
|
|
Goodwill, other intangibles and other assets and liabilities |
|
59,124 |
|
|
|
66,494 |
|
|
Rent liabilities |
|
1,337 |
|
|
|
1,301 |
|
|
Imputed interest deduction pursuant to tax receivable agreements |
|
6,356 |
|
|
|
— |
|
|
Other |
|
636 |
|
|
|
516 |
|
|
Total long-term deferred tax assets |
|
67,453 |
|
|
|
68,311 |
|
|
Long-term deferred tax liabilities |
|
|
|
|
|
|
|
|
Property and equipment and other long-lived assets |
|
(367 |
) |
|
|
(377 |
) |
|
Investments in equity method investees |
|
(373 |
) |
|
|
(338 |
) |
|
Total long-term deferred tax liabilities |
|
(740 |
) |
|
|
(715 |
) |
|
Net long-term deferred tax assets |
|
66,713 |
|
|
|
67,596 |
|
|
Total deferred tax assets and liabilities |
$ |
68,083 |
|
|
$ |
68,999 |
|
|
* |
Current deferred tax assets are included in “Other current assets” in the accompanying Consolidated Balance Sheets. |
In the fourth quarter of 2014, the Company corrected immaterial errors in its income tax accounts related to the increase in tax basis of certain intangible and tangible net assets resulting from RE/MAX Holdings’ initial investment in RMCO on October 7, 2013. As a result of these adjustments and other matters related to the application of detailed provisions of the TRAs, the Company recorded a net increase to its net deferred tax asset of $917,000 and an increase in the “Payable pursuant to tax receivable agreements, net of current portion” of $436,000 in the accompanying Consolidated Balance Sheets with a corresponding adjustment to “Additional paid-in capital” in the accompanying Consolidated Balance Sheets and Consolidated Statements of Redeemable Preferred Units and Stockholders’ Equity/Members’ Deficit.
Net deferred tax assets are also recorded related to differences between the financial reporting basis and the tax basis of RE/MAX Holdings’ proportionate share of the net assets of RMCO. Based on the Company’s historical taxable income and its expected future earnings, management evaluates the uncertainty associated with booking tax benefits and determined that the deferred tax assets are more likely than not to be realized, including evaluation of deferred tax liabilities and the expectation of future taxable income.
The Company does not believe it has any significant uncertain tax positions. Accordingly, the Company did not record any adjustments or recognize interest expense for uncertain tax positions for the years ended December 31, 2014, 2013 and 2012. In the future, if uncertain tax positions arise, interest and penalties will be accrued and included in the “Provision for income taxes” in the accompanying Consolidated Statements of Income.
The Company and its subsidiaries file, or will file, income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. RE/MAX Holdings will file its 2014 income tax return by September 15, 2015. RE/MAX Holdings filed its initial income tax return for the period from October 7, 2013 through December 31, 2013 on September 12, 2014. RMCO is not subject to federal income taxes as it is a flow-through entity. 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.
|
|||
11. Capital Structure
RE/MAX Holdings Capital Structure
Subsequent to the Reorganization Transactions and IPO as described in Note 1, Business and Organization, RE/MAX Holdings has two classes of common stock, Class A common stock and Class B common stock, which are described as follows:
Class A common stock
Holders of shares of Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Additionally, holders of shares of Class A common stock are entitled to receive dividends when and if declared by the Board of Directors, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock.
Upon dissolution, liquidation or the sale of all or substantially all of the Company’s assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A common stock will be entitled to receive the Company’s remaining assets available for distribution on pro rata basis.
Holders of shares of Class A common stock do not have preemptive, subscription, redemption or conversion rights.
Class B common stock
Holders of Class B common stock are entitled to two votes for each Common Unit in RMCO held by the holder, without regard to the number of shares of Class B common stock held. Accordingly, Common Unitholders of RMCO collectively have a number of votes in RE/MAX Holdings that is equal to two times the aggregate number of Common Units that they hold.
The voting rights of the Class B common stock will be reduced to one times the aggregate number of RMCO Common Units held after any of the following events: (i) October 7, 2018; (ii) the death of the Company’s Chief Executive Officer, Chairman and Co-Founder David Liniger; or (iii) at such time as RIHI’s ownership of RMCO Common Units falls below 30%. Additionally, if any Common Units of RMCO are validly transferred in accordance with the terms of the New RMCO, LLC Agreement, the voting rights of the corresponding shares of Class B common stock transferred will also be reduced to one times the aggregate number of RMCO Common Units held by such transferee, unless the transferee is David Liniger.
Holders of shares of Class A common stock and Class B common stock vote together as a single class on all matters presented to the Company’s stockholders for their vote or approval, except as otherwise required by applicable law.
Holders of Class B common stock do not have any right to receive dividends or to receive a distribution upon a dissolution or liquidation or the sale of all or substantially all of the Company’s assets. Additionally, holders of shares of Class B common stock do not have preemptive, subscription, redemption or conversion rights.
RMCO Capital Structure
The capital structure discussed below is reflective of RMCO’s structure as it existed at October 7, 2013, immediately prior to the Reorganization Transactions and as impacted by the Reorganization Transactions and the use of proceeds from the IPO.
General
During April 2010, RIHI transferred all of its ownership interests to RMCO in exchange for 847,500 Class B common units and 37,500 Class A preferred units. On April 16, 2010, RMCO issued 112,500 redeemable preferred units (“Class A preferred units”) to Weston Presidio for proceeds of $30,000,000 and sold 37,500 preferred units to Weston Presidio for proceeds of $10,000,000.
Redeemable Preferred Units
Prior to the Reorganization Transactions, RMCO’s Class A preferred units had an initial optional redemption date of April 16, 2014. The total number of authorized Class A preferred units was 150,000 and all authorized Class A preferred units were issued and outstanding with no par value. As the holder of the outstanding Class A preferred units, Weston Presidio had voting rights and was entitled to receive a cumulative preferential yield of 10% per annum. As described in Note 1, Business and Organization, in connection with the IPO, the Class A preferred units were converted into (i) a new preferred membership interest that reflected Weston Presidio’s liquidation preference and (ii) a common interest that reflected Weston Presidio’s pro-rata share of the residual equity value of RMCO. On October 7, 2013, RMCO used the proceeds it received from RE/MAX Holdings to pay Weston Presidio a $49,850,000 liquidity preference associated with its preferred membership interest and to fully redeem all 3,750,000 Common Units held by Weston Presidio 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, totaling $76,931,250.
Common Units
Prior to the Reorganization Transactions, the total number of authorized RMCO Class B common units was 900,000 of which 52,500 were reserved for issuance under a unit option plan. As of October 7, 2013, the Company had granted options to purchase 31,500 Class B common units under its 2011 Unit Option Plan to certain employees of one of its wholly owned subsidiaries. See Note 12, Equity-Based Compensation, for further disclosure regarding the unit options granted by the Company during 2012. The remaining 847,500 authorized Class B common units were issued and outstanding with no par value and were held by RIHI. RIHI, in its capacity as a holder of Class B common units, had voting rights, was entitled to receive distributions subject to certain limitations as defined by the Old RMCO, LLC Agreement, and, upon liquidation or dissolution, was entitled to receive assets available for distribution. There were no mandatory redemption or sinking fund provisions with respect to such Class B common units. The Class B common units were subordinate to the Class A preferred units, to the extent of the preference associated with such Class A preferred units, with respect to distributions and rights upon liquidation, winding up and dissolution of the Company.
In connection with the Reorganization Transactions, all outstanding RMCO Class B common units were exchanged for newly issued Common Units of RMCO. Additionally, RMCO effectuated a 25 for 1 split of the then existing number of outstanding newly issued Common Units of RMCO so that one Common Unit could be acquired with the net proceeds received in the IPO from the sale of one share of RE/MAX Holdings’ Class A common stock, after the deduction of underwriting discounts and commissions. Previously outstanding and unexercised options to acquire Class B common units of RMCO were then substituted for 787,500 options to acquire shares of RE/MAX Holdings’ Class A common stock. On October 7, 2013, RMCO used the proceeds it received from RE/MAX Holdings to redeem 3,452,900 Common Units from 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, totaling $70,836,244. Each Common Unit of RMCO can be redeemed 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.
Accumulated Other Comprehensive Income
Accumulated other comprehensive income includes all changes in equity during a period that have yet to be recognized in income, except those resulting from transactions with stockholders and is comprised of foreign currency translation adjustments. The assets and liabilities of the Company’s consolidated foreign subsidiaries whose functional currency is not the U.S. dollar are translated using the appropriate exchange rate as of the end of the year. Foreign currency translation adjustments represent unrealized gains and losses on assets and liabilities arising from the difference in the foreign country currency compared to the U.S. dollar. These gains and losses are accumulated in Comprehensive Income. When a foreign subsidiary is substantially liquidated, the cumulative translation gain or loss is removed from “Accumulated other comprehensive income” and is recognized as a component of the gain or loss on the sale of the subsidiary.
|
|||
12. Equity-Based Compensation
On September 30, 2013, the Company’s Board of Directors adopted the RE/MAX Holdings, Inc. 2013 Omnibus Incentive Plan (the “2013 Incentive Plan”). The 2013 Incentive Plan became effective on September 30, 2013 and provides for the grant of incentive stock options to the Company’s employees, and for the grant of shares of the RE/MAX Holdings Class A common stock, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, cash-based awards and any combination thereof to employees, directors and consultants of RE/MAX Holdings and RMCO.
RE/MAX Holdings Restricted Stock Units
On October 7, 2013 RE/MAX Holdings granted 107,971 restricted stock units with a weighted average grant-date fair value of $18.96, which reflects a discount for the lack of marketability of the restricted stock units, to certain employees in connection with the IPO that vested upon grant. The underlying shares were issued on May 20, 2014, of which 30,519 shares were withheld and cancelled to cover the Company’s minimum statutory tax withholding obligation. The estimated value of the withheld shares was $818,000. Concurrently, 30,519 common units in RMCO owned by RE/MAX Holdings were cancelled. The related corporate income tax benefit realized upon the issuance of the underlying shares was approximately $125,000 and was recorded in “Additional paid-in capital” in the accompanying Consolidated Balance Sheets and Consolidated Statements of Redeemable Preferred Units and Stockholders’ Equity/Members’ Deficit. Non-cash compensation expense of $2,047,000 associated with these restricted stock units was recognized during the year ended December 31, 2013. The total associated tax benefit was $345,000 and was recorded in “Deferred tax assets, net” in the accompanying Consolidated Balance Sheets during 2013.
In addition, on October 7, 2013, RE/MAX Holdings granted 115,699 restricted stock units at a value of $22.00 per unit to certain employees, which vest over a three-year period beginning on December 1, 2014 and 18,184 restricted stock units at a value of $22.00 per unit to its directors, which vested on December 1, 2014. The grant-date fair value of $22.00 per unit equaled the public offering price of RE/MAX Holdings’ Class A common stock. During the years ended December 31, 2014 and 2013, the Company recognized equity-based compensation expense of $2,002,000 and $247,000, respectively, associated with these restricted stock units. As of December 31, 2014, $858,000 of total unrecognized compensation cost, net of assumed forfeitures, related to non-vested restricted stock units is expected to be recognized over a weighted-average period of 1.9 years. The total recorded tax benefit related to the restricted stock units granted by RE/MAX Holdings was $92,000 for the year ended December 31, 2014 and was recorded in “Additional paid-in capital” in the accompanying Consolidated Balance Sheets and Consolidated Statements of Redeemable Preferred Units and Stockholders’ Equity/Members’ Deficit.
The following table summarizes the Company’s activity for restricted stock units for the year ended December 31, 2014:
|
|
Restricted Stock Units |
|
|
|
Balance at January 1, 2014 |
|
241,854 |
|
|
Granted |
|
— |
|
|
Forfeited |
|
(9,550 |
) |
|
Delivered and exchanged for shares of Class A common stock (a) |
|
(133,041 |
) |
|
Cancelled (b) |
|
(58,791 |
) |
|
Balance at December 31, 2014 |
|
40,472 |
|
|
|
|
|
|
|
Vested |
|
— |
|
|
Unvested |
|
40,472 |
|
|
(a) |
In addition to the delivery of vested restricted units as discussed above, in connection with the retirement of the Company’s former Chief Executive Officer on December 31, 2014 as described in Note 13, Leadership Changes and Restructuring Activities, the vesting of 30,304 previously unvested restricted stock units was accelerated and such restricted stock units became fully vested on December 31, 2014. As such, incremental equity-based compensation expense of $1,007,000 was recognized during the year ended December 31, 2014. |
|
(b) |
During the year ended December 31, 2014, 83,861 restricted stock units vested, of which 28,272 shares were withheld and cancelled with an estimated value of $963,000 to cover the Company’s minimum statutory tax withholding obligation, excluding the 30,519 shares withheld on May 20, 2014. |
At December 31, 2014, there were 1,707,419 additional shares available for the Company to grant under the 2013 Incentive Plan.
RMCO Common Unit Options
During 2012, RMCO adopted an equity-based compensation plan (the “Plan”) pursuant to which RMCO’s Board of Managers granted 31,500 RMCO Class B common unit options to certain employees. On October 1, 2013 and in connection with the IPO and the Reorganization Transactions, the aforementioned Class B common unit options were split 25 for 1 and then substituted for 787,500 options to acquire shares of RE/MAX Holdings’ Class A common stock. The options outstanding and exercisable as of December 31, 2013 to purchase shares of RE/MAX Holdings’ Class A common stock were fully vested, have an exercise price of $3.60 and a remaining contractual term of 8.9 years. No incremental compensation cost was recognized because the fair value of the RMCO Class B common unit options exchanged was equal to the fair value of RE/MAX Holdings’ Class A common stock options received.
The grant-date fair value of each Class B common unit option was estimated using the Black-Scholes-Merton option pricing model. At the grant date, RMCO did not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term of the common unit options. As such, the “simplified” method as outlined in the Securities and Exchange Commission’s Staff Accounting Bulletin No. 110 was used to derive the expected term. As the grant date was prior to the IPO, expected volatility was estimated based on the average historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the option was based on the U.S. Treasury yield curve at the date of grant.
|
|
2012 |
|
|
|
Valuation assumptions: |
|
|
|
|
Expected dividend yield |
|
0.0 |
% |
|
Expected volatility |
|
78.0 |
% |
|
Expected term (years) |
|
5.1 |
|
|
Risk-free interest rate |
|
0.75 |
% |
A portion of the Class B common unit options granted in 2012 vested on the grant date, and the remaining options vested on June 15, 2013. Compensation expense of $701,000 and $1,089,000 was recognized during the years ended December 31, 2013 and 2012, respectively. The weighted average grant-date fair value of the Class B common unit options was $56.83. The total fair value of the Class B common unit options that vested during the years ended December 31, 2013 and 2012 was approximately $895,000 and $895,000, respectively. As of December 31, 2014, there was no unrecognized compensation cost related to Class B common unit options granted under the Plan.
Additionally, in connection with the retirement of the Company’s former Chief Executive Officer and pursuant to the terms of the Separation Agreement, the remaining contractual term of the RE/MAX Holdings’ Class A common stock options outstanding was reduced to two years as of December 31, 2014. No related incremental compensation cost was recognized.
The following table summarizes the Company’s stock option activity for the year ended December 31, 2014 (aggregate intrinsic value in thousands):
|
|
Options |
|
|
Weighted-average exercise price |
|
|
Weighted-average remaining contractual term (in years) |
|
|
Aggregate intrinsic value |
|
||||
|
Balance at January 1, 2014 |
|
787,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
(135,000 |
) |
|
$ |
3.60 |
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expired |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2014 |
|
652,500 |
|
|
|
|
|
|
|
3.7 |
|
|
$ |
19,999 |
|
|
Exercisable at December 31, 2014 |
|
652,500 |
|
|
|
|
|
|
|
3.7 |
|
|
$ |
19,999 |
|
The Company received $486,000 in cash proceeds related to the exercise of stock options for the year ended December 31, 2014. Upon the exercise of stock options, shares of Class A common stock are issued from authorized common shares. The Company recorded a corporate income tax benefit relating to the options exercised during the year ended December 31, 2014 of $519,000 in “Additional paid-in capital” in the accompanying Consolidated Balance Sheets and Consolidated Statements of Redeemable Preferred Units and Stockholders’ Equity/Members’ Equity.
|
|||
13. Leadership Changes and Restructuring Activities
The Company’s former Chief Executive Officer retired on December 31, 2014 and pursuant to the terms of the Separation and Release of Claims Agreement (the “Separation Agreement”), the Company is required to provide severance and other related benefits over the next 36 month period. The Company recorded a liability, measured at its estimated fair value, for payments that will be made under the Separation Agreement, with a corresponding charge to “Selling, general and administrative expenses” in the accompanying Consolidated Statements of Income. The Company expects to incur a total cost of $3,581,000, including $1,007,000 of equity-based compensation expense. Of this amount, $3,545,000 was recorded during the year ended December 31, 2014.
In addition, management of the Company approved and implemented a restructuring plan during the fourth quarter of 2014 designed to improve operating efficiencies, which reduced the Company’s overall headcount at its corporate headquarters (the “Restructuring Plan”). In connection with the Restructuring Plan, the Company incurred $1,303,000 of expenses related to severance and outplacement services provided to certain former employees of the Company. These expenses are included in “Selling, general and administrative expenses” in the accompanying Consolidated Statements of Income. As of December 31, 2014, the Company does not expect to incur additional costs associated with the Restructuring Plan.
The following table presents a rollforward of the estimated fair value liability established for the aforementioned severance and other related costs, which are entirely attributable to the Company’s Real Estate Franchise Services reportable segment, from January 1, 2014 to December 31, 2014 (in thousands):
|
Balance, January 1, 2014 |
$ |
— |
|
|
Expenses |
|
4,848 |
|
|
Cash payments |
|
(1,433 |
) |
|
Non-cash adjustment (a) |
|
(1,007 |
) |
|
Balance, December 31, 2014 (b) |
$ |
2,408 |
|
|
(a) |
Non-cash adjustment represents the non-cash equity-based compensation expense recorded during the year ended December 31, 2014 for the accelerated vesting of certain restricted stock units on December 31, 2014 pursuant to the terms of the separation agreement with the Company’s former Chief Executive Officer as discussed in Note 12, Equity-Based Compensation. |
|
(b) |
As of December 31, 2014, the short-term portion of the liability was $920,000 and included in “Accrued liabilities” and the long-term portion of the liability was $1,488,000 and included in “Other liabilities, net of current portion” in the accompanying Consolidated Balance Sheets. |
|
|||
14. Commitments and Contingencies
Commitments
The Company leases offices and equipment under noncancelable operating leases, subject to certain provisions for renewal options and escalation clauses. Future minimum payments (including those allocated to an affiliate) under these leases and commitments, net of payments under sublease agreements, are as follows (in thousands):
|
|
Rent payments |
|
|
Sublease receipts |
|
|
Total cash outflows |
|
|||
|
Year ending December 31: |
|
|
|
|
|
|
|
|
|
|
|
|
2015 |
$ |
11,083 |
|
|
$ |
(1,040 |
) |
|
$ |
10,043 |
|
|
2016 |
|
10,268 |
|
|
|
(1,020 |
) |
|
|
9,248 |
|
|
2017 |
|
9,452 |
|
|
|
(915 |
) |
|
|
8,537 |
|
|
2018 |
|
8,771 |
|
|
|
(894 |
) |
|
|
7,877 |
|
|
2019 |
|
8,499 |
|
|
|
(527 |
) |
|
|
7,972 |
|
|
Thereafter |
|
76,728 |
|
|
|
(119 |
) |
|
|
76,609 |
|
|
|
$ |
124,801 |
|
|
$ |
(4,515 |
) |
|
$ |
120,286 |
|
Minimum rent payments under noncancelable operating leases are recognized on a straight-line basis over the terms of the leases. Rent expense, excluding amounts related to gain or loss on sublease, was $12,362,000, $12,686,000 and $12,268,000 for the years ended December 31, 2014, 2013 and 2012, respectively, net of amounts recorded under sublease agreements of $1,126,000, $674,000 $773,000 for the years ended December 31, 2014, 2013 and 2012, respectively.
In April 2010, the Company entered into an 18 year lease for its corporate headquarters office building (the “Master Lease”). The Company may, at its option, extend the Master Lease for two renewal periods of 10 years. Under the terms of the Master Lease, the Company pays an annual base rent, which escalates 3% each year, including the first optional renewal period. The first year of the second optional renewal period is at a fair market rental value, and the rent escalates 3% each year until expiration. The Company pays for operating expenses in connection with the ownership, maintenance, operation, upkeep and repair of the leased space. The Company may assign or sublet an interest in the Master Lease only with the approval of the landlord.
Upon entering into the Master Lease, the Company became the primary lessee for all facilities located on the headquarter property and issued subleases to two retail tenants already established on the property. The subleases range from 4,000 square feet to 10,500 square feet, have initial lease terms ranging from 5 to 10 years and renewal options ranging from two 5-year renewal options to nine 5-year renewal options. Anticipated revenue from these subleases exceeds the expected costs that will be incurred by the Company.
During March 2011, the Company entered into a sublease agreement with an unrelated third party to lease up to 20,000 square feet of the office space under its Master Lease. The estimated costs the Company expected to incur related to the subleased space exceeded the anticipated revenues the Company expected to receive under the sublease agreement and as such, the Company recorded a liability with a related loss on the sublease. In November 2012, the sublease was terminated prior to its expiration date. As a result, the Company commenced efforts to market the office space for sublease with a new tenant. On November 15, 2013, a sublease agreement was entered into with a new tenant with a sublease term of five years to lease up to 20,000 square feet of office space under its Master Lease. As such, the Company recorded an adjustment to the existing liability and recorded a loss related to the subleased office space of $1,179,000 to “Selling, general and administrative expenses” in the accompanying Consolidated Statements of Income during the year ended December 31, 2013. The aforementioned loss and associated liability was attributable to the Company’s Real Estate Franchise Services reportable segment. As of December 31, 2014 and 2013, the short-term portion of the liability was approximately $346,000 and $453,000, respectively, and is included in “Accrued liabilities” in the accompanying Consolidated Balance Sheets. As of December 31, 2014 and 2013, the long-term portion of the liability was approximately $1,148,000 and $1,494,000, respectively, and is included in “Other liabilities, net of current portion” in the accompanying Consolidated Balance Sheets.
Litigation
The Company is subject to litigation claims arising in the ordinary course of business. The Company believes that it has adequately accrued for legal matters as appropriate. The Company records litigation accruals for legal matters which are both probable and estimable and for related legal costs as incurred.
In connection with the Company’s acquisition of the net assets of HBN on October 7, 2013 (as described in Note 5, Acquisitions and Dispositions), several shareholders of HBN dissented from the transaction alleging the Company purchased the net assets of HBN below fair value and demanded payment for their shares in excess of consideration paid. Pursuant to the dissenters’ rights statute in the State of Colorado, on February 11, 2014, HBN petitioned the District Court of Denver County, Colorado to determine the fair value of HBN. Discovery is ongoing and a trial date is currently scheduled for April 2015. Based on both the plaintiff’s and the defendants’ expert valuation reports produced to date, the Company believes that the potential impact to its financial position and results of operations could range from $26,000 to approximately $2,656,000. The Company has determined that no amount within this range is a better estimate than any other amount. Accordingly, the Company currently recorded an accrual of $26,000 in the accompanying Consolidated Balance Sheets. HBN intends to vigorously defend its position that the consideration paid for the net assets of HBN was the fair value.
Except for the ongoing litigation concerning the acquisition of the net assets of HBN, management of the Company believes other such litigation matters involving a reasonably possible chance of loss will not, individually or in the aggregate, result in a material adverse effect on the Company's financial condition, results of operations and cash flows.
Other Contingencies
The Company maintains a self-insurance program for health benefits. As of December 31, 2014 and 2013, the Company recorded a liability of $285,000 and $195,000, respectively, related to this program.
|
|||
15. Guarantees
In May 2014, the Company entered into a guarantee of the full and prompt payment and performance when due of all obligations due to a financial institution under a commercial line-of-credit agreement and note entered into by the Company’s equity-method investee, a residential mortgage operation in which the Company has a 50% interest. The term of the line-of-credit agreement is twelve months and the total amount of advances requested and unpaid principal balance cannot exceed $15,000,000. The line of credit bears interest at 0.5% over the financial institution’s base rate with a floor of 3.75%. The Company had entered into a similar guarantee during May 2013, which expired as of May 2014. The outstanding balance on the line of credit was approximately $4,548,000 and $4,256,000 as of December 31, 2014 and 2013, respectively. The Company did not incur any payments under this guarantee during the year ended December 31, 2014, or in any prior periods, and does not anticipate that it will incur any payments through the duration of the guarantee.
|
|||
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, 2014, 2013 and 2012, the Company expensed $990,000, $926,000 and $462,000, respectively, for matching contributions to the 401(k) Plan.
|
|||
17. Related-Party Transactions
The Company’s real estate brokerage operations pay advertising fees to regional and international advertising funds, which promote the RE/MAX brand. These advertising funds are companies owned by a majority stockholder of RIHI and the Company’s current Chief Executive Officer as trustee for RE/MAX agents, who does not receive any compensation from these corporations, as all funds received by the corporations are required to be spent on advertising for the respective regions. During the years ended December 31, 2014, 2013 and 2012, the Company’s real estate brokerage operations paid $1,152,000, $1,148,000 and $1,153,000, respectively, to these advertising funds. These payments are included in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income.
Prior to October 7, 2013, the Company’s real estate brokerage operations in the Washington, DC area paid regional continuing franchise fees, broker fees and franchise sales revenue, as do all other RE/MAX franchisees in the Central Atlantic region, to Tails. Several of the Company’s officers and stockholders of RIHI were also stockholders and officers of Tails, and as such, prior to October 7, 2013, Tails was a related party to the Company. As described in Note 5, Acquisitions and Dispositions a portion of the proceeds raised during the IPO was used to purchase certain assets of Tails. For the period from January 1, 2013 to October 7, 2013, the real estate brokerage operations expensed $244,000 in fees to Tails. During the year ended December 31, 2012, the real estate brokerage operations expensed $267,000 in fees to Tails. These payments are included in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. In addition, the Company’s owned real estate brokerage operations in the Washington, DC area recorded a corresponding payable to Tails and its affiliated regional advertising fund. As of December 31, 2014 and 2013, the amount of the payable was $1,031,000 and $945,000 , respectively, and is included in “Accounts payable to affiliates” in the accompanying Consolidated Balance Sheets.
The Company receives continuing franchise fees, broker fees, franchise sales and other franchise revenue from regional franchisors. Several of the Company’s officers and stockholders of RIHI were also stockholders and officers of two of these regional franchisors, HBN and Tails. The business assets of HBN and Tails were acquired by RE/MAX Holdings on October 7, 2013 as described in Note 5, Acquisitions and Dispositions. For the period from January 1, 2013 to October 7, 2013, the Company received $2,648,000 in revenue from these entities. During the year ended December 31, 2012, the Company received $3,364,000 in revenue from these entities. These amounts are included in continuing franchise fees, broker fees and franchise sales and other franchise revenue in the accompanying Consolidated Statements of Income.
Prior to 2013, the Company paid an annual sponsorship fee to Sanctuary, Inc., a private golf course owned by majority stockholders of RIHI, including the Company’s current Chief Executive Officer. The Company was named as the presenting sponsor of all charity golf tournaments held at Sanctuary, Inc. Further, the majority stockholders make the golf course available to the Company for business purposes. During the years ended December 31, 2014 and 2013, the Company used the golf course for business purposes at no charge. During the year ended December 31, 2012, the Company paid $709,000 in sponsorship fees and green fees to Sanctuary, Inc. These payments are included in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income.
The Company provides services to certain affiliated entities such as accounting, legal, marketing, technology, human resources and public relations as well as allows these companies to share its leased office space. During the years ended December 31, 2014, 2013 and 2012, the total amounts allocated for services rendered and rent for office space provided on behalf of affiliated entities were $2,186,000, $3,064,000 and $3,354,000, respectively. In these cases, the Company bills affiliated companies for their actual or pro rata share of such expenses. Such amounts are generally paid within 30 days and no such amounts were outstanding at December 31, 2014 and 2013. In addition, affiliated regional franchisors have current outstanding continuing franchise fees, broker fees and franchise sales revenue amounts due to the Company. Such amounts are included in “Accounts receivable from affiliates” and “Accounts payable to affiliates” in the accompanying Consolidated Balance Sheets and comprise the balances from the following entities (in thousands):
|
|
As of December 31, |
|
|||||
|
|
2014 |
|
|
2013 |
|
||
|
Accounts receivable from affiliates: |
|
|
|
|
|
|
|
|
RE/MAX of Texas Advertising Fund |
$ |
246 |
|
|
$ |
(6 |
) |
|
International Advertising Fund |
|
— |
|
|
|
(10 |
) |
|
Other |
|
(15 |
) |
|
|
21 |
|
|
Total accounts receivable from affiliates |
|
231 |
|
|
|
5 |
|
|
Accounts payable to affiliates: |
|
|
|
|
|
|
|
|
Other |
|
(1,114 |
) |
|
|
(1,017 |
) |
|
Total accounts payable to affiliates |
|
(1,114 |
) |
|
|
(1,017 |
) |
|
Net accounts payable to affiliates |
$ |
(883 |
) |
|
$ |
(1,012 |
) |
In February 2013, RMCO engaged Perella Weinberg Partners L.P. (“Perella Weinberg”), a Financial Industry Regulatory Authority Member, to serve as its financial advisor in connection with the IPO. As of December 31, 2014, two members of the Company’s Board of Directors, who resigned on March 11, 2015, were partners at an affiliate of Perella Weinberg. The engagement of Perella Weinberg as a financial advisor was approved by the independent members of RMCO’s Board of Managers prior to the IPO. For services rendered during the year ended December 31, 2013, the Company paid Perella Weinberg $848,500. In addition, on October 7, 2013, the Company paid Perella Weinberg a completion fee of $632,500 when the IPO closed. No amounts were paid to Perella Weinberg during the year ended December 31, 2014.
|
|||
18. Segment Information
The Company has two reportable segments: Real Estate Franchise Services and Brokerages. Management evaluates the operating results of its reportable segments based upon revenue and adjusted earnings before interest expense, net, taxes, depreciation and amortization (“Adjusted EBITDA”). The Company’s presentation of Adjusted EBITDA may not be comparable to similar measures used by other companies. The accounting policies of the reportable segments are the same as those described in Note 2, Summary of Significant Accounting Policies.
As a result of changes in management’s process to assess performance and allocate resources, the Company implemented a new segment structure beginning in the second quarter of 2014. The changes in the Company’s segment structure relate to certain corporate-wide professional services expenses, which were previously reflected in the Brokerage and Other reportable segment and, beginning in the second quarter of 2014, are being reflected in the Real Estate Franchise Services reportable segment. All prior segment information has been recast to reflect the Company’s new segment structure and current presentation.
Adjusted EBITDA for the reportable segments excludes depreciation, amortization, interest expense, net, taxes and is then adjusted for certain other non-cash items and other non-recurring cash charges or other items. Adjusted EBITDA for the reportable segments is also a key factor that is used by the Company’s internal decision makers to (i) determine how to allocate resources to segments and (ii) evaluate the effectiveness of management for purposes of annual and other incentive compensation plans. The additional items that are adjusted to determine Adjusted EBITDA for the reportable segments include loss or gain on the sale or disposition of assets and sublease activity, loss on the early extinguishment of debt, non-recurring equity-based compensation, non-cash straight-line rent expense, salaries paid to David Liniger, the Company’s Chief Executive Officer, Chairman and Co-Founder, and Gail Liniger, the Company’s Vice Chair and Co-Founder, respectively, that the Company discontinued subsequent to the IPO, professional fees and certain non-recurring expenses incurred in connection with the IPO, acquisition transaction costs and non-recurring severance and other related charges incurred in connection with the Restructuring Plan designed to improve operating efficiencies at the Company’s corporate headquarters and the retirement of the Company’s former Chief Executive Officer on December 31, 2014. 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 and the Company’s corporate-wide professional services expenses. All of the Company’s brokerage offices in its Real Estate Franchise Services reportable segment are franchised. The Company’s Brokerages reportable segment includes the Company’s brokerage services business and the elimination of intersegment revenue and other consolidation entries.
The following tables present the results of the Company’s reportable segments for the years ended December 31, 2014, 2013 and 2012, respectively:
|
|
Revenue (a) |
|
|||||||||
|
|
Year Ended December 31, |
|
|||||||||
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
|
|
(in thousands) |
|
|||||||||
|
Real Estate Franchise Services: |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing franchise fees |
$ |
74,199 |
|
|
$ |
65,728 |
|
|
$ |
57,599 |
|
|
Annual dues |
|
30,729 |
|
|
|
29,527 |
|
|
|
28,913 |
|
|
Broker fees |
|
29,014 |
|
|
|
25,078 |
|
|
|
19,797 |
|
|
Franchise sales and other franchise revenue |
|
23,459 |
|
|
|
23,577 |
|
|
|
22,636 |
|
|
Brokerage revenue |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
157,401 |
|
|
|
143,910 |
|
|
|
128,945 |
|
|
Brokerages: |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing franchise fees |
|
(1,493 |
) |
|
|
(1,263 |
) |
|
|
(1,249 |
) |
|
Annual dues |
|
(3 |
) |
|
|
(3 |
) |
|
|
(4 |
) |
|
Broker fees |
|
(329 |
) |
|
|
(267 |
) |
|
|
(218 |
) |
|
Franchise sales and other franchise revenue |
|
(19 |
) |
|
|
(3 |
) |
|
|
(7 |
) |
|
Brokerage revenue |
|
15,427 |
|
|
|
16,488 |
|
|
|
16,210 |
|
|
|
|
13,583 |
|
|
|
14,952 |
|
|
|
14,732 |
|
|
Total segment reporting revenues |
$ |
170,984 |
|
|
$ |
158,862 |
|
|
$ |
143,677 |
|
|
(a) |
Transactions between the Real Estate Franchise Services and the Brokerages reportable segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services reportable segment include intercompany amounts paid from the Company’s Brokerage Services business of $1,844,000, $1,536,000 and $1,478,000 for the years ended December 31, 2014, 2013 and 2012, respectively. Such amounts are eliminated through the Brokerages reportable segment. |
|
|
Adjusted EBITDA |
|
|||||||||
|
|
Year Ended December 31, |
|
|||||||||
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
|
|
(in thousands) |
|
|||||||||
|
Real Estate Franchise Services |
$ |
83,227 |
|
|
$ |
75,490 |
|
|
$ |
65,191 |
|
|
Brokerages |
|
578 |
|
|
|
1,549 |
|
|
|
1,553 |
|
|
Total segment reporting adjusted EBITDA |
$ |
83,805 |
|
|
$ |
77,039 |
|
|
$ |
66,744 |
|
A reconciliation of the Company’s Adjusted EBITDA for its reportable segments to the Company’s consolidated balances is as follows:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
|
|
(in thousands) |
|
|||||||||
|
Real Estate Franchise Services: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
$ |
43,664 |
|
|
$ |
26,792 |
|
|
$ |
32,162 |
|
|
Depreciation and amortization |
|
15,032 |
|
|
|
14,791 |
|
|
|
11,575 |
|
|
Interest expense |
|
9,266 |
|
|
|
14,641 |
|
|
|
11,677 |
|
|
Interest income |
|
(313 |
) |
|
|
(321 |
) |
|
|
(284 |
) |
|
Provision for income taxes |
|
9,894 |
|
|
|
2,882 |
|
|
|
2,138 |
|
|
EBITDA |
|
77,543 |
|
|
|
58,785 |
|
|
|
57,268 |
|
|
(Gain) loss on sale or disposition of assets and sublease |
|
(469 |
) |
|
|
1,110 |
|
|
|
1,637 |
|
|
Loss on early extinguishment of debt |
|
178 |
|
|
|
1,798 |
|
|
|
136 |
|
|
Non-recurring equity-based compensation |
|
— |
|
|
|
2,748 |
|
|
|
1,089 |
|
|
Non-cash straight-line rent expense |
|
1,045 |
|
|
|
1,298 |
|
|
|
1,725 |
|
|
Chairman executive compensation |
|
— |
|
|
|
2,261 |
|
|
|
3,000 |
|
|
Acquisition integration costs |
|
313 |
|
|
|
495 |
|
|
|
336 |
|
|
Public offering related expenses |
|
— |
|
|
|
6,995 |
|
|
|
— |
|
|
Non-recurring severance and other related expenses |
|
4,617 |
|
|
|
— |
|
|
|
— |
|
|
Adjusted EBITDA |
$ |
83,227 |
|
|
$ |
75,490 |
|
|
$ |
65,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerages: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
$ |
315 |
|
|
$ |
1,460 |
|
|
$ |
1,162 |
|
|
Depreciation and amortization |
|
284 |
|
|
|
375 |
|
|
|
515 |
|
|
Interest expense |
|
29 |
|
|
|
6 |
|
|
|
9 |
|
|
Interest income |
|
— |
|
|
|
— |
|
|
|
(2 |
) |
|
Provision for income taxes |
|
54 |
|
|
|
(38 |
) |
|
|
— |
|
|
EBITDA |
|
682 |
|
|
|
1,803 |
|
|
|
1,684 |
|
|
Loss (gain) on sale or disposition of assets and sublease |
|
129 |
|
|
|
(139 |
) |
|
|
(285 |
) |
|
Non-cash straight-line rent expense |
|
(233 |
) |
|
|
(115 |
) |
|
|
154 |
|
|
Adjusted EBITDA |
$ |
578 |
|
|
$ |
1,549 |
|
|
$ |
1,553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
$ |
43,979 |
|
|
$ |
28,252 |
|
|
$ |
33,324 |
|
|
Depreciation and amortization |
|
15,316 |
|
|
|
15,166 |
|
|
|
12,090 |
|
|
Interest expense |
|
9,295 |
|
|
|
14,647 |
|
|
|
11,686 |
|
|
Interest income |
|
(313 |
) |
|
|
(321 |
) |
|
|
(286 |
) |
|
Provision for income taxes |
|
9,948 |
|
|
|
2,844 |
|
|
|
2,138 |
|
|
EBITDA |
|
78,225 |
|
|
|
60,588 |
|
|
|
58,952 |
|
|
(Gain) loss on sale or disposition of assets and sublease |
|
(340 |
) |
|
|
971 |
|
|
|
1,352 |
|
|
Loss on early extinguishment of debt |
|
178 |
|
|
|
1,798 |
|
|
|
136 |
|
|
Non-recurring equity-based compensation |
|
— |
|
|
|
2,748 |
|
|
|
1,089 |
|
|
Non-cash straight-line rent expense |
|
812 |
|
|
|
1,183 |
|
|
|
1,879 |
|
|
Chairman executive compensation |
|
— |
|
|
|
2,261 |
|
|
|
3,000 |
|
|
Acquisition integration costs |
|
313 |
|
|
|
495 |
|
|
|
336 |
|
|
Public offering related expenses |
|
— |
|
|
|
6,995 |
|
|
|
— |
|
|
Non-recurring severance and other related expenses |
|
4,617 |
|
|
|
— |
|
|
|
— |
|
|
Adjusted EBITDA |
$ |
83,805 |
|
|
$ |
77,039 |
|
|
$ |
66,744 |
|
Segment long-lived and total assets are as follows:
|
|
As of December 31, |
|
|||||
|
|
2014 |
|
|
2013 |
|
||
|
|
(in thousands) |
|
|||||
|
Long-lived assets: |
|
|
|
|
|
|
|
|
Real Estate Franchise Services |
$ |
222,888 |
|
|
$ |
238,147 |
|
|
Brokerages |
|
4,673 |
|
|
|
4,596 |
|
|
Total long-lived assets |
$ |
227,561 |
|
|
$ |
242,743 |
|
|
|
|
|
|
|
|
|
|
|
Total assets: |
|
|
|
|
|
|
|
|
Real Estate Franchise Services |
$ |
349,481 |
|
|
$ |
344,402 |
|
|
Brokerages |
|
8,846 |
|
|
|
8,421 |
|
|
Total assets |
$ |
358,327 |
|
|
$ |
352,823 |
|
Information concerning the Company’s principal geographic areas is as follows:
|
|
As of and for the Year Ended December 31, |
|
|||||||||
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
|
|
(in thousands) |
|
|||||||||
|
Revenue (a): |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. |
$ |
138,458 |
|
|
$ |
124,686 |
|
|
$ |
106,282 |
|
|
Canada |
|
23,975 |
|
|
|
25,168 |
|
|
|
24,503 |
|
|
Outside U.S. and Canada |
|
8,551 |
|
|
|
9,008 |
|
|
|
12,892 |
|
|
Total |
$ |
170,984 |
|
|
$ |
158,862 |
|
|
$ |
143,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-lived assets (b): |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. |
$ |
156,926 |
|
|
$ |
170,922 |
|
|
|
|
|
|
Canada |
|
3,732 |
|
|
|
4,030 |
|
|
|
|
|
|
Outside U.S. and Canada |
|
— |
|
|
|
— |
|
|
|
|
|
|
Total |
$ |
160,658 |
|
|
$ |
174,952 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. |
$ |
349,965 |
|
|
$ |
345,461 |
|
|
|
|
|
|
Canada |
|
7,469 |
|
|
|
6,133 |
|
|
|
|
|
|
Outside U.S. and Canada |
|
893 |
|
|
|
1,229 |
|
|
|
|
|
|
Total |
$ |
358,327 |
|
|
$ |
352,823 |
|
|
|
|
|
|
(a) |
Revenue recognized for fees assessed by the Company-owned brokerages for services provided to their affiliated real estate agents is entirely attributable to the Company’s U.S. operations. Revenue recognized for franchise services provided to the agents and franchisees in the Company’s network relates to operations in the U.S., Canada and outside of the U.S. and Canada. |
|
(b) |
Excludes deferred tax assets, net |
|
|||
19. Quarterly Financial Information (unaudited)
Summarized quarterly results for the years ended December 31, 2014 and 2013 were as follows:
|
|
For the Quarter Ended |
|
|||||||||||||
|
|
March 31, 2014 |
|
|
June 30, 2014 |
|
|
September 30, 2014 |
|
|
December 31, 2014 |
|
||||
|
|
(in thousands, except shares and per share amounts) |
|
|||||||||||||
|
Total revenue |
$ |
41,880 |
|
|
$ |
42,299 |
|
|
$ |
44,240 |
|
|
$ |
42,565 |
|
|
Total operating expenses |
|
29,224 |
|
|
|
23,287 |
|
|
|
24,326 |
|
|
|
30,312 |
|
|
Operating income |
|
12,656 |
|
|
|
19,012 |
|
|
|
19,914 |
|
|
|
12,253 |
|
|
Total other expenses, net |
|
(2,973 |
) |
|
|
(1,374 |
) |
|
|
(2,743 |
) |
|
|
(2,818 |
) |
|
Income before provision for income taxes |
|
9,683 |
|
|
|
17,638 |
|
|
|
17,171 |
|
|
|
9,435 |
|
|
Provision for income taxes |
|
(1,885 |
) |
|
|
(3,129 |
) |
|
|
(3,116 |
) |
|
|
(1,818 |
) |
|
Net income |
|
7,798 |
|
|
|
14,509 |
|
|
|
14,055 |
|
|
|
7,617 |
|
|
Less: net income attributable to non-controlling interest |
|
5,390 |
|
|
|
10,132 |
|
|
|
9,780 |
|
|
|
5,241 |
|
|
Net income attributable to RE/MAX Holdings, Inc. |
$ |
2,408 |
|
|
$ |
4,377 |
|
|
$ |
4,275 |
|
|
$ |
2,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
0.21 |
|
|
$ |
0.38 |
|
|
$ |
0.37 |
|
|
$ |
0.20 |
|
|
Diluted |
$ |
0.20 |
|
|
$ |
0.36 |
|
|
$ |
0.35 |
|
|
$ |
0.19 |
|
|
Weighted average shares of Class A common stock outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
11,607,971 |
|
|
|
11,593,885 |
|
|
|
11,579,669 |
|
|
|
11,662,874 |
|
|
Diluted |
|
12,254,474 |
|
|
|
12,230,014 |
|
|
|
12,229,010 |
|
|
|
12,259,440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarter Ended |
|
|||||||||||||
|
|
March 31, 2013 |
|
|
June 30, 2013 |
|
|
September 30, 2013 |
|
|
December 31, 2013 |
|
||||
|
|
(in thousands, except shares and per share amounts) |
|
|||||||||||||
|
Total revenue |
$ |
39,075 |
|
|
$ |
39,241 |
|
|
$ |
40,312 |
|
|
$ |
40,234 |
|
|
Total operating expenses |
|
29,715 |
|
|
|
25,744 |
|
|
|
25,758 |
|
|
|
30,565 |
|
|
Operating income |
|
9,360 |
|
|
|
13,497 |
|
|
|
14,554 |
|
|
|
9,669 |
|
|
Total other expenses, net |
|
(3,499 |
) |
|
|
(3,372 |
) |
|
|
(6,155 |
) |
|
|
(2,958 |
) |
|
Income before provision for income taxes |
|
5,861 |
|
|
|
10,125 |
|
|
|
8,399 |
|
|
|
6,711 |
|
|
Provision for income taxes |
|
(454 |
) |
|
|
(577 |
) |
|
|
(702 |
) |
|
|
(1,111 |
) |
|
Net income |
|
5,407 |
|
|
|
9,548 |
|
|
|
7,697 |
|
|
|
5,600 |
|
|
Less: net income attributable to non-controlling interest |
|
5,407 |
|
|
|
9,548 |
|
|
|
7,697 |
|
|
|
4,094 |
|
|
Net income attributable to RE/MAX Holdings, Inc. |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,506 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 7, 2013 through December 31, 2013 |
|
|
|
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.13 |
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.12 |
|
|
Weighted average shares of Class A common stock outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
11,607,971 |
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
12,234,905 |
|
|
|||
Principles of Consolidation
As described in Note 1, Business and Organization, RE/MAX Holdings holds an approximate 40% 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, equity-based compensation, 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 Historical Owners pursuant to the terms of the TRAs discussed in more detail in Note 3, Non-controlling Interest. Actual results could differ from those estimates.
Reclassifications
Certain items in the accompanying consolidated financial statements as of December 31, 2013 have been reclassified to conform to the 2014 presentation.
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 as well as 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.
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. Continuing franchise fee revenue principally consists of fixed fees earned monthly from franchisees on a per agent basis. Continuing franchise fees are recognized in income when earned and become 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, 2014 and 2013, the Company had deferred annual dues revenue totaling approximately $12,912,000 and $12,344,000, 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, 2014 |
$ |
12,344 |
|
|
$ |
31,294 |
|
|
$ |
(30,726 |
) |
|
$ |
12,912 |
|
|
Year ended December 31, 2013 |
|
11,599 |
|
|
|
30,269 |
|
|
|
(29,524 |
) |
|
|
12,344 |
|
|
Year ended December 31, 2012 |
|
11,874 |
|
|
|
28,634 |
|
|
|
(28,909 |
) |
|
|
11,599 |
|
Broker Fees
Broker fee revenue represents fees received from the Company’s franchise offices that are primarily based on a percentage of agents’ gross commission income. Broker fees are 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.
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, 2014, 2013, and 2012 was $8,965,000, $9,014,000 and $9,392,000, 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 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 on the accompanying Consolidated Balance Sheets 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 $917,000 and $1,292,000 as of December 31, 2014 and 2013, 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, 2014, 2013 and 2012, the Company recognized revenue of $484,000, $596,000 and $628,000, 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):
|
|
Balance at beginning of period |
|
|
Additions/charges to cost and expense for allowances for doubtful accounts |
|
|
Adjustments (to)/from deferred revenue, net, for accounts where collectability is remote |
|
|
Deductions/write-offs |
|
|
Balance at end of period |
|
|||||
|
Year ended December 31, 2014 |
$ |
4,122 |
|
|
$ |
630 |
|
|
$ |
228 |
|
|
$ |
(485 |
) |
|
$ |
4,495 |
|
|
Year ended December 31, 2013 |
|
3,913 |
|
|
|
604 |
|
|
|
(160 |
) |
|
|
(235 |
) |
|
|
4,122 |
|
|
Year ended December 31, 2012 |
|
4,853 |
|
|
|
611 |
|
|
|
170 |
|
|
|
(1,721 |
) |
|
|
3,913 |
|
For the years ended December 31, 2014, 2013 and 2012, bad debt expense related to trade accounts and notes receivable was $630,000, $604,000 and $611,000, 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, 2014, the Company, directly and through its franchisees, conducted operations in the U.S., Canada and 95 other countries. During 2012, the Company sold substantially all of the assets of its previously owned and operated regional franchising operations located in Eastern Australia and New Zealand. 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, as of 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 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) 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 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 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, 2014, 2013 and 2012, 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 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 results of the qualitative assessment determined it is not more likely than not that the carrying values of any of the Company’s reporting units exceed their respective fair values. As the fair values of the Company’s reporting units significantly exceed their respective carrying values, the Company did not perform the quantitative test. During 2013 and 2012, 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 years ended December 31, 2014, 2013 or 2012.
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 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.
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, 2014 and 2013, except those associated with acquisitions, as disclosed in Note 5, Acquisitions and Dispositions.
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 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.
On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, 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. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. 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 March 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-05, Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (“ASU 2013-05”). This amendment clarifies the applicable guidance for the release of cumulative translation adjustment into net earnings. When an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity, the entity is required to apply the guidance in FASB Accounting Standards Codification Topic 830-30 to release any related cumulative translation adjustment into net earnings. ASU 2013-05 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.
|
|||
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, 2014 |
$ |
12,344 |
|
|
$ |
31,294 |
|
|
$ |
(30,726 |
) |
|
$ |
12,912 |
|
|
Year ended December 31, 2013 |
|
11,599 |
|
|
|
30,269 |
|
|
|
(29,524 |
) |
|
|
12,344 |
|
|
Year ended December 31, 2012 |
|
11,874 |
|
|
|
28,634 |
|
|
|
(28,909 |
) |
|
|
11,599 |
|
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 |
|
|
Adjustments (to)/from deferred revenue, net, for accounts where collectability is remote |
|
|
Deductions/write-offs |
|
|
Balance at end of period |
|
|||||
|
Year ended December 31, 2014 |
$ |
4,122 |
|
|
$ |
630 |
|
|
$ |
228 |
|
|
$ |
(485 |
) |
|
$ |
4,495 |
|
|
Year ended December 31, 2013 |
|
3,913 |
|
|
|
604 |
|
|
|
(160 |
) |
|
|
(235 |
) |
|
|
4,122 |
|
|
Year ended December 31, 2012 |
|
4,853 |
|
|
|
611 |
|
|
|
170 |
|
|
|
(1,721 |
) |
|
|
3,913 |
|
|
|||
The ownership of the common units in RMCO is summarized as follows:
|
|
As of December 31, |
|
|||||||||||||
|
|
2014 |
|
|
2013 |
|
||||||||||
|
|
Shares |
|
|
Ownership % |
|
|
Shares |
|
|
Ownership % |
|
||||
|
Non-controlling unitholders ownership of common units in RMCO |
|
17,734,600 |
|
|
|
60.11 |
% |
|
|
17,734,600 |
|
|
|
60.44 |
% |
|
RE/MAX Holdings, Inc. outstanding Class A common stock (equal to RE/MAX Holdings, Inc. common units in RMCO) |
|
11,768,041 |
|
|
|
39.89 |
% |
|
|
11,607,971 |
|
|
|
39.56 |
% |
|
|
|
29,502,641 |
|
|
|
100.00 |
% |
|
|
29,342,571 |
|
|
|
100.00 |
% |
The aforementioned ownership percentages 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):
|
|
Year Ended |
|
|
Period from October 7 through December 31, 2013 |
|
||
|
Income before provision for income taxes |
$ |
53,927 |
|
|
$ |
6,048 |
|
|
Weighted average ownership percentage of controlling interest |
|
39.57 |
% |
|
|
39.56 |
% |
|
Income before provision for income taxes attributable to RE/MAX Holdings, Inc. |
|
21,339 |
|
|
|
2,393 |
|
|
Provision for income taxes attributable to RE/MAX Holdings, Inc. |
|
(7,903 |
) |
|
|
(887 |
) |
|
Net income attributable to RE/MAX Holdings, Inc. |
$ |
13,436 |
|
|
$ |
1,506 |
|
A reconciliation of the “Provision for income taxes” for the periods indicated is detailed as follows (in thousands):
|
|
Year Ended |
|
|
Period from October 7 through December 31, 2013 |
|
||
|
Provision for income taxes attributable to RE/MAX Holdings, Inc. (a) |
$ |
(7,903 |
) |
|
$ |
(887 |
) |
|
Provision for income taxes attributable to entities other than RE/MAX Holdings, Inc. (b) |
|
(2,045 |
) |
|
|
(184 |
) |
|
Provision for income taxes |
$ |
(9,948 |
) |
|
$ |
(1,071 |
) |
|
· |
The provision for income taxes attributable to RE/MAX Holdings includes all U.S. federal and state income taxes as well as RE/MAX Holdings’ approximate 40% share of the taxes imposed directly on RE/MAX, LLC, a wholly-owned subsidiary of RMCO, related to tax liabilities in certain foreign jurisdictions of approximately $1,339,000 for the year ended December 31, 2014 and $120,000 for the period from October 7, 2013 through December 31, 2013. |
|
· |
The provision for income taxes attributable to entities other than RE/MAX Holdings represents taxes imposed directly on RE/MAX, LLC related to tax liabilities in certain foreign jurisdictions that are allocated to the non-controlling interest. |
|
|||
The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (in thousands):
|
|
HBN |
|
|
Tails |
|
|
Total |
|
|||
|
Accounts and notes receivable, net |
$ |
354 |
|
|
$ |
2,080 |
|
|
$ |
2,434 |
|
|
Other current assets |
|
17 |
|
|
|
12 |
|
|
|
29 |
|
|
Franchise agreements |
|
6,515 |
|
|
|
16,493 |
|
|
|
23,008 |
|
|
Goodwill |
|
321 |
|
|
|
1,711 |
|
|
|
2,032 |
|
|
Other assets |
|
15 |
|
|
|
— |
|
|
|
15 |
|
|
Accrued liabilities |
|
(92 |
) |
|
|
(121 |
) |
|
|
(213 |
) |
|
Total purchase price |
$ |
7,130 |
|
|
$ |
20,175 |
|
|
$ |
27,305 |
|
The following table summarizes the estimated fair value of the assets acquired at the acquisition date (in thousands):
|
Accounts and notes receivable, net |
$ |
122 |
|
|
Franchise agreements |
|
15,200 |
|
|
Goodwill |
|
30,178 |
|
|
Total purchase price |
$ |
45,500 |
|
The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the acquisitions of HBN, Tails and RE/MAX of Texas had occurred on January 1, 2012. The historical financial information has been adjusted to give effect to events that are (1) directly attributed to the acquisition, (2) factually supportable and (3) expected to have a continuing impact on the combined results. Such items include interest expense related to debt issued to fund the acquisition of RE/MAX of Texas as well as additional amortization expense associated with the valuation of the acquired franchise agreement. 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 acquisition had actually occurred on that date, nor of the results that may be obtained in the future.
|
|
Year Ended December 31, |
|
|||||
|
2013 |
|
|
2012 |
|
|||
|
(unaudited) |
|
||||||
|
|
(in thousands) |
|
|||||
|
Total revenue |
$ |
165,113 |
|
|
$ |
158,995 |
|
|
Net income |
|
30,486 |
|
|
|
33,454 |
|
|
|||
Property and equipment consist of the following (in thousands):
|
|
|
|
As of December 31, |
|
|||||
|
|
Depreciable life |
|
2014 |
|
|
2013 |
|
||
|
Leasehold improvements |
Shorter of estimated useful life or life of lease |
|
$ |
2,988 |
|
|
$ |
2,559 |
|
|
Office furniture, fixtures and equipment |
3 - 10 years |
|
|
18,024 |
|
|
|
17,749 |
|
|
Equipment under capital leases |
3 - 5 years |
|
|
1,642 |
|
|
|
1,675 |
|
|
|
|
|
|
22,654 |
|
|
|
21,983 |
|
|
Less accumulated depreciation |
|
|
|
(19,993 |
) |
|
|
(19,400 |
) |
|
|
|
|
$ |
2,661 |
|
|
$ |
2,583 |
|
|
|||
The following table provides the components of the Company’s intangible assets (in thousands):
|
|
|
|
|
|
December 31, 2014 |
|
|
December 31, 2013 |
|
||||||||||||||||||
|
|
Initial Weighted Average Amortization Period (in years) |
|
|
Initial Cost |
|
|
Accumulated Amortization |
|
|
Net Balance |
|
|
Initial Cost |
|
|
Accumulated Amortization |
|
|
Net Balance |
|
|||||||
|
Franchise agreements |
|
12.0 |
|
|
$ |
162,835 |
|
|
$ |
(87,330 |
) |
|
$ |
75,505 |
|
|
$ |
162,835 |
|
|
$ |
(73,764 |
) |
|
$ |
89,071 |
|
|
Other intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software |
|
4.3 |
|
|
$ |
8,356 |
|
|
$ |
(7,126 |
) |
|
$ |
1,230 |
|
|
$ |
7,463 |
|
|
$ |
(6,633 |
) |
|
$ |
830 |
|
|
Trademarks |
|
14.7 |
|
|
|
2,919 |
|
|
|
(1,424 |
) |
|
|
1,495 |
|
|
|
2,935 |
|
|
|
(1,279 |
) |
|
|
1,656 |
|
|
Total other intangible assets |
|
7.0 |
|
|
$ |
11,275 |
|
|
$ |
(8,550 |
) |
|
$ |
2,725 |
|
|
$ |
10,398 |
|
|
$ |
(7,912 |
) |
|
$ |
2,486 |
|
As of December 31, 2014, the estimated future amortization of intangible assets, other than goodwill, is as follows (in thousands):
|
Year ending December 31: |
|
|
|
|
2015 |
$ |
14,091 |
|
|
2016 |
|
13,970 |
|
|
2017 |
|
10,055 |
|
|
2018 |
|
6,439 |
|
|
2019 |
|
6,429 |
|
|
Thereafter |
|
27,246 |
|
|
|
$ |
78,230 |
|
Amounts recorded as goodwill in the accompanying Consolidated Balance Sheets are attributable to the Real Estate Franchise Services reportable segment. The following table presents changes to goodwill for the years ended December 31, 2014 and 2013 (in thousands):
|
Balance, January 1, 2013 |
$ |
71,039 |
|
|
Goodwill recognized in acquisitions |
|
2,032 |
|
|
Effect of changes in foreign currency exchange rates |
|
(290 |
) |
|
Balance, December 31, 2013 |
|
72,781 |
|
|
Effect of changes in foreign currency exchange rates |
|
(318 |
) |
|
Balance, December 31, 2014 |
$ |
72,463 |
|
|
|||
Accrued liabilities consist of the following (in thousands):
|
|
As of December 31, |
|
|||||
|
|
2014 |
|
|
2013 |
|
||
|
Accrued payroll and related employee costs (a) |
$ |
4,519 |
|
|
$ |
4,757 |
|
|
Accrued property taxes |
|
1,622 |
|
|
|
1,176 |
|
|
Accrued professional fees |
|
947 |
|
|
|
1,116 |
|
|
Lease-related accruals |
|
773 |
|
|
|
853 |
|
|
Other |
|
1,519 |
|
|
|
1,442 |
|
|
|
$ |
9,380 |
|
|
$ |
9,344 |
|
|
(a) |
Accrued payroll and related employee costs include $420,000 of accrued severance and outplacement services expenses related to the restructuring plan designed to improve operating efficiencies at the Company’s headquarters and $500,000 of accrued severance and benefits expenses related to the retirement of the Company’s former Chief Executive Officer on December 31, 2014, as discussed in Note 13, Leadership Changes and Restructuring Activities. |
|
|||
Debt consists of the following (in thousands):
|
|
As of December 31, |
|
|||||
|
|
2014 |
|
|
2013 |
|
||
|
2013 Senior Secured Credit Facility, principal of $538 payable quarterly, matures in July 2020, net of unamortized discount of $360 and $446 as of December 31, 2014 and 2013, respectively |
$ |
211,673 |
|
|
$ |
228,404 |
|
|
Less current portion |
|
(9,460 |
) |
|
|
(17,300 |
) |
|
|
$ |
202,213 |
|
|
$ |
211,104 |
|
Maturities of debt are as follows as of December 31, 2014 (in thousands):
|
Year ending December 31: |
|
|
|
|
2015 |
$ |
9,460 |
|
|
2016 |
|
2,152 |
|
|
2017 |
|
2,152 |
|
|
2018 |
|
2,152 |
|
|
2019 |
|
2,152 |
|
|
Thereafter |
|
193,965 |
|
|
|
$ |
212,033 |
|
|
|||
Income before the provision for income taxes as shown in the accompanying Consolidated Statements of Income is as follows (in thousands):
|
|
Year Ended December 31, |
|
|||||||||
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
|
Domestic |
$ |
40,103 |
|
|
$ |
23,729 |
|
|
$ |
29,964 |
|
|
Foreign |
|
13,824 |
|
|
|
7,367 |
|
|
|
5,498 |
|
|
Total |
$ |
53,927 |
|
|
$ |
31,096 |
|
|
$ |
35,462 |
|
Components of the provision for income taxes consist of the following (in thousands):
|
|
Year Ended December 31, |
|
|||||||||
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
|
Current |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
$ |
4,304 |
|
|
$ |
348 |
|
|
$ |
— |
|
|
Foreign |
|
3,383 |
|
|
|
2,068 |
|
|
|
2,053 |
|
|
State and local |
|
396 |
|
|
|
26 |
|
|
|
— |
|
|
Total current expense |
|
8,083 |
|
|
|
2,442 |
|
|
|
2,053 |
|
|
Deferred expense |
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
1,741 |
|
|
|
366 |
|
|
|
— |
|
|
Foreign |
|
(5 |
) |
|
|
9 |
|
|
|
85 |
|
|
State and local |
|
129 |
|
|
|
27 |
|
|
|
— |
|
|
Total deferred expense |
|
1,865 |
|
|
|
402 |
|
|
|
85 |
|
|
Provision for income tax expense |
$ |
9,948 |
|
|
$ |
2,844 |
|
|
$ |
2,138 |
|
A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
|
U.S. statutory tax rate |
|
35.0 |
% |
|
|
34.0 |
% |
|
|
34.0 |
% |
|
Increase due to state and local taxes, net of federal benefit |
|
2.6 |
% |
|
|
2.6 |
% |
|
|
2.5 |
% |
|
Effect of permanent differences |
|
0.6 |
% |
|
|
1.2 |
% |
|
|
0.0 |
% |
|
Income attributable to non-controlling interests |
|
-19.8 |
% |
|
|
-28.7 |
% |
|
|
-30.5 |
% |
|
Effective tax rate |
|
18.4 |
% |
|
|
9.1 |
% |
|
|
6.0 |
% |
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, |
|
|||||
|
|
2014 |
|
|
2013 |
|
||
|
Current deferred tax assets |
|
|
|
|
|
|
|
|
Compensation and benefits |
$ |
372 |
|
|
$ |
557 |
|
|
Allowance for doubtful accounts |
|
489 |
|
|
|
456 |
|
|
Deferred revenue |
|
171 |
|
|
|
239 |
|
|
Other |
|
338 |
|
|
|
151 |
|
|
Total current deferred tax assets* |
|
1,370 |
|
|
|
1,403 |
|
|
Long-term deferred tax assets |
|
|
|
|
|
|
|
|
Goodwill, other intangibles and other assets and liabilities |
|
59,124 |
|
|
|
66,494 |
|
|
Rent liabilities |
|
1,337 |
|
|
|
1,301 |
|
|
Imputed interest deduction pursuant to tax receivable agreements |
|
6,356 |
|
|
|
— |
|
|
Other |
|
636 |
|
|
|
516 |
|
|
Total long-term deferred tax assets |
|
67,453 |
|
|
|
68,311 |
|
|
Long-term deferred tax liabilities |
|
|
|
|
|
|
|
|
Property and equipment and other long-lived assets |
|
(367 |
) |
|
|
(377 |
) |
|
Investments in equity method investees |
|
(373 |
) |
|
|
(338 |
) |
|
Total long-term deferred tax liabilities |
|
(740 |
) |
|
|
(715 |
) |
|
Net long-term deferred tax assets |
|
66,713 |
|
|
|
67,596 |
|
|
Total deferred tax assets and liabilities |
$ |
68,083 |
|
|
$ |
68,999 |
|
|
|||
The following table summarizes the Company’s activity for restricted stock units for the year ended December 31, 2014:
|
|
Restricted Stock Units |
|
|
|
Balance at January 1, 2014 |
|
241,854 |
|
|
Granted |
|
— |
|
|
Forfeited |
|
(9,550 |
) |
|
Delivered and exchanged for shares of Class A common stock (a) |
|
(133,041 |
) |
|
Cancelled (b) |
|
(58,791 |
) |
|
Balance at December 31, 2014 |
|
40,472 |
|
|
|
|
|
|
|
Vested |
|
— |
|
|
Unvested |
|
40,472 |
|
|
(a) |
In addition to the delivery of vested restricted units as discussed above, in connection with the retirement of the Company’s former Chief Executive Officer on December 31, 2014 as described in Note 13, Leadership Changes and Restructuring Activities, the vesting of 30,304 previously unvested restricted stock units was accelerated and such restricted stock units became fully vested on December 31, 2014. As such, incremental equity-based compensation expense of $1,007,000 was recognized during the year ended December 31, 2014. |
|
(b) |
During the year ended December 31, 2014, 83,861 restricted stock units vested, of which 28,272 shares were withheld and cancelled with an estimated value of $963,000 to cover the Company’s minimum statutory tax withholding obligation, excluding the 30,519 shares withheld on May 20, 2014. |
The grant-date fair value of each Class B common unit option was estimated using the Black-Scholes-Merton option pricing model. At the grant date, RMCO did not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term of the common unit options. As such, the “simplified” method as outlined in the Securities and Exchange Commission’s Staff Accounting Bulletin No. 110 was used to derive the expected term. As the grant date was prior to the IPO, expected volatility was estimated based on the average historical volatility of similar entities with publicly traded shares. The risk-free rate for the expected term of the option was based on the U.S. Treasury yield curve at the date of grant.
|
|
2012 |
|
|
|
Valuation assumptions: |
|
|
|
|
Expected dividend yield |
|
0.0 |
% |
|
Expected volatility |
|
78.0 |
% |
|
Expected term (years) |
|
5.1 |
|
|
Risk-free interest rate |
|
0.75 |
% |
The following table summarizes the Company’s stock option activity for the year ended December 31, 2014 (aggregate intrinsic value in thousands):
|
|
Options |
|
|
Weighted-average exercise price |
|
|
Weighted-average remaining contractual term (in years) |
|
|
Aggregate intrinsic value |
|
||||
|
Balance at January 1, 2014 |
|
787,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
(135,000 |
) |
|
$ |
3.60 |
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expired |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2014 |
|
652,500 |
|
|
|
|
|
|
|
3.7 |
|
|
$ |
19,999 |
|
|
Exercisable at December 31, 2014 |
|
652,500 |
|
|
|
|
|
|
|
3.7 |
|
|
$ |
19,999 |
|
|
|||
The following table presents a rollforward of the estimated fair value liability established for the aforementioned severance and other related costs, which are entirely attributable to the Company’s Real Estate Franchise Services reportable segment, from January 1, 2014 to December 31, 2014 (in thousands):
|
Balance, January 1, 2014 |
$ |
— |
|
|
Expenses |
|
4,848 |
|
|
Cash payments |
|
(1,433 |
) |
|
Non-cash adjustment (a) |
|
(1,007 |
) |
|
Balance, December 31, 2014 (b) |
$ |
2,408 |
|
|
(a) |
Non-cash adjustment represents the non-cash equity-based compensation expense recorded during the year ended December 31, 2014 for the accelerated vesting of certain restricted stock units on December 31, 2014 pursuant to the terms of the separation agreement with the Company’s former Chief Executive Officer as discussed in Note 12, Equity-Based Compensation. |
|
(b) |
As of December 31, 2014, the short-term portion of the liability was $920,000 and included in “Accrued liabilities” and the long-term portion of the liability was $1,488,000 and included in “Other liabilities, net of current portion” in the accompanying Consolidated Balance Sheets. |
|
|||
The Company leases offices and equipment under noncancelable operating leases, subject to certain provisions for renewal options and escalation clauses. Future minimum payments (including those allocated to an affiliate) under these leases and commitments, net of payments under sublease agreements, are as follows (in thousands):
|
|
Rent payments |
|
|
Sublease receipts |
|
|
Total cash outflows |
|
|||
|
Year ending December 31: |
|
|
|
|
|
|
|
|
|
|
|
|
2015 |
$ |
11,083 |
|
|
$ |
(1,040 |
) |
|
$ |
10,043 |
|
|
2016 |
|
10,268 |
|
|
|
(1,020 |
) |
|
|
9,248 |
|
|
2017 |
|
9,452 |
|
|
|
(915 |
) |
|
|
8,537 |
|
|
2018 |
|
8,771 |
|
|
|
(894 |
) |
|
|
7,877 |
|
|
2019 |
|
8,499 |
|
|
|
(527 |
) |
|
|
7,972 |
|
|
Thereafter |
|
76,728 |
|
|
|
(119 |
) |
|
|
76,609 |
|
|
|
$ |
124,801 |
|
|
$ |
(4,515 |
) |
|
$ |
120,286 |
|
|
|||
The Company provides services to certain affiliated entities such as accounting, legal, marketing, technology, human resources and public relations as well as allows these companies to share its leased office space. During the years ended December 31, 2014, 2013 and 2012, the total amounts allocated for services rendered and rent for office space provided on behalf of affiliated entities were $2,186,000, $3,064,000 and $3,354,000, respectively. In these cases, the Company bills affiliated companies for their actual or pro rata share of such expenses. Such amounts are generally paid within 30 days and no such amounts were outstanding at December 31, 2014 and 2013. In addition, affiliated regional franchisors have current outstanding continuing franchise fees, broker fees and franchise sales revenue amounts due to the Company. Such amounts are included in “Accounts receivable from affiliates” and “Accounts payable to affiliates” in the accompanying Consolidated Balance Sheets and comprise the balances from the following entities (in thousands):
|
|
As of December 31, |
|
|||||
|
|
2014 |
|
|
2013 |
|
||
|
Accounts receivable from affiliates: |
|
|
|
|
|
|
|
|
RE/MAX of Texas Advertising Fund |
$ |
246 |
|
|
$ |
(6 |
) |
|
International Advertising Fund |
|
— |
|
|
|
(10 |
) |
|
Other |
|
(15 |
) |
|
|
21 |
|
|
Total accounts receivable from affiliates |
|
231 |
|
|
|
5 |
|
|
Accounts payable to affiliates: |
|
|
|
|
|
|
|
|
Other |
|
(1,114 |
) |
|
|
(1,017 |
) |
|
Total accounts payable to affiliates |
|
(1,114 |
) |
|
|
(1,017 |
) |
|
Net accounts payable to affiliates |
$ |
(883 |
) |
|
$ |
(1,012 |
) |
|
|||
The following tables present the results of the Company’s reportable segments for the years ended December 31, 2014, 2013 and 2012, respectively:
|
|
Revenue (a) |
|
|||||||||
|
|
Year Ended December 31, |
|
|||||||||
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
|
|
(in thousands) |
|
|||||||||
|
Real Estate Franchise Services: |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing franchise fees |
$ |
74,199 |
|
|
$ |
65,728 |
|
|
$ |
57,599 |
|
|
Annual dues |
|
30,729 |
|
|
|
29,527 |
|
|
|
28,913 |
|
|
Broker fees |
|
29,014 |
|
|
|
25,078 |
|
|
|
19,797 |
|
|
Franchise sales and other franchise revenue |
|
23,459 |
|
|
|
23,577 |
|
|
|
22,636 |
|
|
Brokerage revenue |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
157,401 |
|
|
|
143,910 |
|
|
|
128,945 |
|
|
Brokerages: |
|
|
|
|
|
|
|
|
|
|
|
|
Continuing franchise fees |
|
(1,493 |
) |
|
|
(1,263 |
) |
|
|
(1,249 |
) |
|
Annual dues |
|
(3 |
) |
|
|
(3 |
) |
|
|
(4 |
) |
|
Broker fees |
|
(329 |
) |
|
|
(267 |
) |
|
|
(218 |
) |
|
Franchise sales and other franchise revenue |
|
(19 |
) |
|
|
(3 |
) |
|
|
(7 |
) |
|
Brokerage revenue |
|
15,427 |
|
|
|
16,488 |
|
|
|
16,210 |
|
|
|
|
13,583 |
|
|
|
14,952 |
|
|
|
14,732 |
|
|
Total segment reporting revenues |
$ |
170,984 |
|
|
$ |
158,862 |
|
|
$ |
143,677 |
|
|
(a) |
Transactions between the Real Estate Franchise Services and the Brokerages reportable segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services reportable segment include intercompany amounts paid from the Company’s Brokerage Services business of $1,844,000, $1,536,000 and $1,478,000 for the years ended December 31, 2014, 2013 and 2012, respectively. Such amounts are eliminated through the Brokerages reportable segment. |
|
|
Adjusted EBITDA |
|
|||||||||
|
|
Year Ended December 31, |
|
|||||||||
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
|
|
(in thousands) |
|
|||||||||
|
Real Estate Franchise Services |
$ |
83,227 |
|
|
$ |
75,490 |
|
|
$ |
65,191 |
|
|
Brokerages |
|
578 |
|
|
|
1,549 |
|
|
|
1,553 |
|
|
Total segment reporting adjusted EBITDA |
$ |
83,805 |
|
|
$ |
77,039 |
|
|
$ |
66,744 |
|
A reconciliation of the Company’s Adjusted EBITDA for its reportable segments to the Company’s consolidated balances is as follows:
|
|
Year Ended December 31, |
|
|||||||||
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
|
|
(in thousands) |
|
|||||||||
|
Real Estate Franchise Services: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
$ |
43,664 |
|
|
$ |
26,792 |
|
|
$ |
32,162 |
|
|
Depreciation and amortization |
|
15,032 |
|
|
|
14,791 |
|
|
|
11,575 |
|
|
Interest expense |
|
9,266 |
|
|
|
14,641 |
|
|
|
11,677 |
|
|
Interest income |
|
(313 |
) |
|
|
(321 |
) |
|
|
(284 |
) |
|
Provision for income taxes |
|
9,894 |
|
|
|
2,882 |
|
|
|
2,138 |
|
|
EBITDA |
|
77,543 |
|
|
|
58,785 |
|
|
|
57,268 |
|
|
(Gain) loss on sale or disposition of assets and sublease |
|
(469 |
) |
|
|
1,110 |
|
|
|
1,637 |
|
|
Loss on early extinguishment of debt |
|
178 |
|
|
|
1,798 |
|
|
|
136 |
|
|
Non-recurring equity-based compensation |
|
— |
|
|
|
2,748 |
|
|
|
1,089 |
|
|
Non-cash straight-line rent expense |
|
1,045 |
|
|
|
1,298 |
|
|
|
1,725 |
|
|
Chairman executive compensation |
|
— |
|
|
|
2,261 |
|
|
|
3,000 |
|
|
Acquisition integration costs |
|
313 |
|
|
|
495 |
|
|
|
336 |
|
|
Public offering related expenses |
|
— |
|
|
|
6,995 |
|
|
|
— |
|
|
Non-recurring severance and other related expenses |
|
4,617 |
|
|
|
— |
|
|
|
— |
|
|
Adjusted EBITDA |
$ |
83,227 |
|
|
$ |
75,490 |
|
|
$ |
65,191 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerages: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
$ |
315 |
|
|
$ |
1,460 |
|
|
$ |
1,162 |
|
|
Depreciation and amortization |
|
284 |
|
|
|
375 |
|
|
|
515 |
|
|
Interest expense |
|
29 |
|
|
|
6 |
|
|
|
9 |
|
|
Interest income |
|
— |
|
|
|
— |
|
|
|
(2 |
) |
|
Provision for income taxes |
|
54 |
|
|
|
(38 |
) |
|
|
— |
|
|
EBITDA |
|
682 |
|
|
|
1,803 |
|
|
|
1,684 |
|
|
Loss (gain) on sale or disposition of assets and sublease |
|
129 |
|
|
|
(139 |
) |
|
|
(285 |
) |
|
Non-cash straight-line rent expense |
|
(233 |
) |
|
|
(115 |
) |
|
|
154 |
|
|
Adjusted EBITDA |
$ |
578 |
|
|
$ |
1,549 |
|
|
$ |
1,553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
$ |
43,979 |
|
|
$ |
28,252 |
|
|
$ |
33,324 |
|
|
Depreciation and amortization |
|
15,316 |
|
|
|
15,166 |
|
|
|
12,090 |
|
|
Interest expense |
|
9,295 |
|
|
|
14,647 |
|
|
|
11,686 |
|
|
Interest income |
|
(313 |
) |
|
|
(321 |
) |
|
|
(286 |
) |
|
Provision for income taxes |
|
9,948 |
|
|
|
2,844 |
|
|
|
2,138 |
|
|
EBITDA |
|
78,225 |
|
|
|
60,588 |
|
|
|
58,952 |
|
|
(Gain) loss on sale or disposition of assets and sublease |
|
(340 |
) |
|
|
971 |
|
|
|
1,352 |
|
|
Loss on early extinguishment of debt |
|
178 |
|
|
|
1,798 |
|
|
|
136 |
|
|
Non-recurring equity-based compensation |
|
— |
|
|
|
2,748 |
|
|
|
1,089 |
|
|
Non-cash straight-line rent expense |
|
812 |
|
|
|
1,183 |
|
|
|
1,879 |
|
|
Chairman executive compensation |
|
— |
|
|
|
2,261 |
|
|
|
3,000 |
|
|
Acquisition integration costs |
|
313 |
|
|
|
495 |
|
|
|
336 |
|
|
Public offering related expenses |
|
— |
|
|
|
6,995 |
|
|
|
— |
|
|
Non-recurring severance and other related expenses |
|
4,617 |
|
|
|
— |
|
|
|
— |
|
|
Adjusted EBITDA |
$ |
83,805 |
|
|
$ |
77,039 |
|
|
$ |
66,744 |
|
Segment long-lived and total assets are as follows:
|
|
As of December 31, |
|
|||||
|
|
2014 |
|
|
2013 |
|
||
|
|
(in thousands) |
|
|||||
|
Long-lived assets: |
|
|
|
|
|
|
|
|
Real Estate Franchise Services |
$ |
222,888 |
|
|
$ |
238,147 |
|
|
Brokerages |
|
4,673 |
|
|
|
4,596 |
|
|
Total long-lived assets |
$ |
227,561 |
|
|
$ |
242,743 |
|
|
|
|
|
|
|
|
|
|
|
Total assets: |
|
|
|
|
|
|
|
|
Real Estate Franchise Services |
$ |
349,481 |
|
|
$ |
344,402 |
|
|
Brokerages |
|
8,846 |
|
|
|
8,421 |
|
|
Total assets |
$ |
358,327 |
|
|
$ |
352,823 |
|
Information concerning the Company’s principal geographic areas is as follows:
|
|
As of and for the Year Ended December 31, |
|
|||||||||
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|||
|
|
(in thousands) |
|
|||||||||
|
Revenue (a): |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. |
$ |
138,458 |
|
|
$ |
124,686 |
|
|
$ |
106,282 |
|
|
Canada |
|
23,975 |
|
|
|
25,168 |
|
|
|
24,503 |
|
|
Outside U.S. and Canada |
|
8,551 |
|
|
|
9,008 |
|
|
|
12,892 |
|
|
Total |
$ |
170,984 |
|
|
$ |
158,862 |
|
|
$ |
143,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long-lived assets (b): |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. |
$ |
156,926 |
|
|
$ |
170,922 |
|
|
|
|
|
|
Canada |
|
3,732 |
|
|
|
4,030 |
|
|
|
|
|
|
Outside U.S. and Canada |
|
— |
|
|
|
— |
|
|
|
|
|
|
Total |
$ |
160,658 |
|
|
$ |
174,952 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets: |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. |
$ |
349,965 |
|
|
$ |
345,461 |
|
|
|
|
|
|
Canada |
|
7,469 |
|
|
|
6,133 |
|
|
|
|
|
|
Outside U.S. and Canada |
|
893 |
|
|
|
1,229 |
|
|
|
|
|
|
Total |
$ |
358,327 |
|
|
$ |
352,823 |
|
|
|
|
|
|
|||
Summarized quarterly results for the years ended December 31, 2014 and 2013 were as follows:
|
|
For the Quarter Ended |
|
|||||||||||||
|
|
March 31, 2014 |
|
|
June 30, 2014 |
|
|
September 30, 2014 |
|
|
December 31, 2014 |
|
||||
|
|
(in thousands, except shares and per share amounts) |
|
|||||||||||||
|
Total revenue |
$ |
41,880 |
|
|
$ |
42,299 |
|
|
$ |
44,240 |
|
|
$ |
42,565 |
|
|
Total operating expenses |
|
29,224 |
|
|
|
23,287 |
|
|
|
24,326 |
|
|
|
30,312 |
|
|
Operating income |
|
12,656 |
|
|
|
19,012 |
|
|
|
19,914 |
|
|
|
12,253 |
|
|
Total other expenses, net |
|
(2,973 |
) |
|
|
(1,374 |
) |
|
|
(2,743 |
) |
|
|
(2,818 |
) |
|
Income before provision for income taxes |
|
9,683 |
|
|
|
17,638 |
|
|
|
17,171 |
|
|
|
9,435 |
|
|
Provision for income taxes |
|
(1,885 |
) |
|
|
(3,129 |
) |
|
|
(3,116 |
) |
|
|
(1,818 |
) |
|
Net income |
|
7,798 |
|
|
|
14,509 |
|
|
|
14,055 |
|
|
|
7,617 |
|
|
Less: net income attributable to non-controlling interest |
|
5,390 |
|
|
|
10,132 |
|
|
|
9,780 |
|
|
|
5,241 |
|
|
Net income attributable to RE/MAX Holdings, Inc. |
$ |
2,408 |
|
|
$ |
4,377 |
|
|
$ |
4,275 |
|
|
$ |
2,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
0.21 |
|
|
$ |
0.38 |
|
|
$ |
0.37 |
|
|
$ |
0.20 |
|
|
Diluted |
$ |
0.20 |
|
|
$ |
0.36 |
|
|
$ |
0.35 |
|
|
$ |
0.19 |
|
|
Weighted average shares of Class A common stock outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
11,607,971 |
|
|
|
11,593,885 |
|
|
|
11,579,669 |
|
|
|
11,662,874 |
|
|
Diluted |
|
12,254,474 |
|
|
|
12,230,014 |
|
|
|
12,229,010 |
|
|
|
12,259,440 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Quarter Ended |
|
|||||||||||||
|
|
March 31, 2013 |
|
|
June 30, 2013 |
|
|
September 30, 2013 |
|
|
December 31, 2013 |
|
||||
|
|
(in thousands, except shares and per share amounts) |
|
|||||||||||||
|
Total revenue |
$ |
39,075 |
|
|
$ |
39,241 |
|
|
$ |
40,312 |
|
|
$ |
40,234 |
|
|
Total operating expenses |
|
29,715 |
|
|
|
25,744 |
|
|
|
25,758 |
|
|
|
30,565 |
|
|
Operating income |
|
9,360 |
|
|
|
13,497 |
|
|
|
14,554 |
|
|
|
9,669 |
|
|
Total other expenses, net |
|
(3,499 |
) |
|
|
(3,372 |
) |
|
|
(6,155 |
) |
|
|
(2,958 |
) |
|
Income before provision for income taxes |
|
5,861 |
|
|
|
10,125 |
|
|
|
8,399 |
|
|
|
6,711 |
|
|
Provision for income taxes |
|
(454 |
) |
|
|
(577 |
) |
|
|
(702 |
) |
|
|
(1,111 |
) |
|
Net income |
|
5,407 |
|
|
|
9,548 |
|
|
|
7,697 |
|
|
|
5,600 |
|
|
Less: net income attributable to non-controlling interest |
|
5,407 |
|
|
|
9,548 |
|
|
|
7,697 |
|
|
|
4,094 |
|
|
Net income attributable to RE/MAX Holdings, Inc. |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
1,506 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 7, 2013 through December 31, 2013 |
|
|
|
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.13 |
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.12 |
|
|
Weighted average shares of Class A common stock outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
11,607,971 |
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
12,234,905 |
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||
|
|
||||||||||||||||
|
|
||||||||||||||||
|
|
||||||||||||||||||||||
|
||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
|
||||||||||||||||||||||||
|
|
||||||||||||||||||||||||
|
||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
||||||||||||||||||||||||
|
|
|
|||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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|
|||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||