UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2014.

OR

¨

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                 to                 .

Commission file number 001-36101

 

RE/MAX Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

80-0937145

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification Number)

 

 

 

5075 South Syracuse Street
Denver, Colorado

 

80237

(Address of principal executive offices)

 

(Zip Code)

 

(303) 770-5531

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

¨

  

Accelerated filer

 

¨

Non-accelerated filer

 

x (Do not check if a smaller reporting company)

  

Smaller reporting company

 

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of outstanding shares of the registrant’s Class A common stock, par value $0.0001 per share, and Class B common stock, par value $0.0001, as of August 13, 2014 was 11,577,452 and 1, respectively.

 

 

 

 

 


 

TABLE OF CONTENTS

 

 

 

 

Page No.

 

 

PART I. – FINANCIAL INFORMATION

 

 

 

 

 

Item 1.

 

Financial Statements

3

 

 

 

RE/MAX Holdings, Inc. Unaudited Condensed Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013

3

 

 

 

RE/MAX Holdings, Inc. Unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the Three and Six Months Ended June 30, 2014 and June 30, 2013

4

 

 

 

RE/MAX Holdings, Inc. Unaudited Condensed Consolidated Statement of Stockholders’ Equity for the Six Months Ended June 30, 2014

5

 

 

 

RE/MAX Holdings, Inc. Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and June 30, 2013

6

 

 

 

RE/MAX Holdings, Inc. Notes to Unaudited Condensed Consolidated Financial Statements

7

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

20

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risks

36

 

 

 

 

Item 4.

 

Controls and Procedures

36

 

 

 

 

 

 

PART II. – OTHER INFORMATION

 

 

 

 

 

Item 1.

 

Legal Proceedings

38

 

 

 

 

Item 1a.

 

Risk Factors

38

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

38

 

 

 

 

Item 3.

 

Defaults upon Senior Securities

38

 

 

 

 

Item 4.

 

Mine Safety Disclosures

38

 

 

 

 

Item 5.

 

Other Information

38

 

 

 

 

Item 6.

 

Exhibits

39

 

 

 

 

 

 

Signatures

40

 

 

 

2


 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

RE/MAX HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

 

 

June 30,

2014

 

 

December 31,

2013

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

$

84,620

 

 

$

88,375

 

Escrow cash - restricted

 

1,003

 

 

 

710

 

Accounts and notes receivable, current portion, less allowances of $4,413 and $4,122, respectively

 

19,228

 

 

 

15,980

 

Accounts receivable from affiliates

 

-

 

 

 

5

 

Income taxes receivable

 

1,194

 

 

 

-

 

Other current assets

 

3,244

 

 

 

5,010

 

Total current assets

 

109,289

 

 

 

110,080

 

Property and equipment, net of accumulated depreciation of $19,961 and $19,400, respectively

 

2,585

 

 

 

2,583

 

Franchise agreements, net of accumulated amortization of $80,547 and $73,764, respectively

 

82,288

 

 

 

89,071

 

Other intangible assets, net of accumulated amortization of $8,267 and $7,912, respectively

 

2,244

 

 

 

2,486

 

Goodwill

 

72,793

 

 

 

72,781

 

Deferred tax assets, net

 

66,564

 

 

 

67,791

 

Investments in equity method investees

 

3,611

 

 

 

3,642

 

Debt issuance costs, net

 

2,051

 

 

 

2,353

 

Other assets

 

1,941

 

 

 

2,036

 

Total assets

$

343,366

 

 

$

352,823

 

Liabilities and stockholders' equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

$

996

 

 

$

731

 

Accounts payable to affiliates

 

1,059

 

 

 

1,017

 

Escrow liabilities

 

1,003

 

 

 

710

 

Accrued liabilities

 

7,501

 

 

 

9,344

 

Income taxes and tax distributions payable

 

162

 

 

 

3,000

 

Deferred revenue and deposits

 

17,483

 

 

 

15,821

 

Current portion of debt

 

10,877

 

 

 

17,300

 

Current portion of payable to related parties pursuant to tax receivable agreements

 

902

 

 

 

902

 

Other current liabilities

 

207

 

 

 

206

 

Total current liabilities

 

40,190

 

 

 

49,031

 

Debt, net of current portion

 

201,844

 

 

 

211,104

 

Payable to related parties pursuant to tax receivable agreements, net of current portion

 

67,938

 

 

 

67,938

 

Deferred revenue, net of current portion

 

117

 

 

 

234

 

Deferred tax liabilities, net

 

203

 

 

 

195

 

Other liabilities, net of current portion

 

8,914

 

 

 

8,782

 

Total liabilities

 

319,206

 

 

 

337,284

 

Commitments and contingencies

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

Class A common stock, par value $0.0001 per share, 180,000,000 shares authorized; 11,577,452 shares issued and outstanding as of June 30, 2014; 11,607,971 shares issued and outstanding as of December 31, 2013

 

1

 

 

 

1

 

Class B common stock, par value $0.0001 per share, 1,000 shares authorized; 1 share issued and outstanding as of June 30, 2014 and December 31, 2013

 

-

 

 

 

-

 

Additional paid-in capital

 

238,725

 

 

 

239,086

 

Retained earnings

 

6,845

 

 

 

1,506

 

Accumulated other comprehensive income

 

1,380

 

 

 

1,371

 

Total stockholders' equity attributable to RE/MAX Holdings, Inc.

 

246,951

 

 

 

241,964

 

Non-controlling interest

 

(222,791

)

 

 

(226,425

)

Total stockholders' equity

 

24,160

 

 

 

15,539

 

Total liabilities and stockholders' equity

$

343,366

 

 

$

352,823

 

  

See notes to unaudited condensed consolidated financial statements.

 

 

 

3


 

RE/MAX HOLDINGS, INC.

Condensed Consolidated Statements of Income and Comprehensive Income

(In thousands, except share and per share amounts)

(Unaudited)

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing franchise fees

$

18,024

 

 

$

15,839

 

 

$

35,728

 

 

$

30,944

 

Annual dues

 

7,643

 

 

 

7,044

 

 

 

15,149

 

 

 

14,597

 

Broker fees

 

8,016

 

 

 

6,827

 

 

 

13,574

 

 

 

11,500

 

Franchise sales and other franchise revenue

 

4,554

 

 

 

4,594

 

 

 

12,463

 

 

 

12,747

 

Brokerage revenue

 

4,062

 

 

 

4,937

 

 

 

7,265

 

 

 

8,528

 

Total revenue

 

42,299

 

 

 

39,241

 

 

 

84,179

 

 

 

78,316

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, operating and administrative expenses

 

19,475

 

 

 

21,992

 

 

 

44,762

 

 

 

47,983

 

Depreciation and amortization

 

3,812

 

 

 

3,707

 

 

 

7,750

 

 

 

7,432

 

Loss (gain) on sale or disposition of assets, net

 

-

 

 

 

45

 

 

 

(1

)

 

 

44

 

Total operating expenses

 

23,287

 

 

 

25,744

 

 

 

52,511

 

 

 

55,459

 

Operating income

 

19,012

 

 

 

13,497

 

 

 

31,668

 

 

 

22,857

 

Other expenses, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(2,286

)

 

 

(3,411

)

 

 

(4,752

)

 

 

(6,925

)

Interest income

 

66

 

 

 

68

 

 

 

147

 

 

 

142

 

Foreign currency transaction gains (losses)

 

836

 

 

 

(345

)

 

 

307

 

 

 

(416

)

Loss on early extinguishment of debt

 

(178

)

 

 

-

 

 

 

(178

)

 

 

(134

)

Equity in earnings of investees

 

188

 

 

 

316

 

 

 

129

 

 

 

462

 

Total other expenses, net

 

(1,374

)

 

 

(3,372

)

 

 

(4,347

)

 

 

(6,871

)

Income before provision for income taxes

 

17,638

 

 

 

10,125

 

 

 

27,321

 

 

 

15,986

 

Provision for income taxes

 

(3,129

)

 

 

(577

)

 

 

(5,014

)

 

 

(1,031

)

Net income

$

14,509

 

 

$

9,548

 

 

$

22,307

 

 

$

14,955

 

Less: net income attributable to non-controlling interest

 

10,132

 

 

 

9,548

 

 

 

15,519

 

 

 

14,955

 

Net income attributable to RE/MAX Holdings, Inc.

$

4,377

 

 

$

-

 

 

$

6,788

 

 

$

-

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

14,509

 

 

$

9,548

 

 

$

22,307

 

 

$

14,955

 

Change in cumulative translation adjustment

 

186

 

 

 

(190

)

 

 

9

 

 

 

(298

)

Other comprehensive income (loss)

 

186

 

 

 

(190

)

 

 

9

 

 

 

(298

)

Comprehensive income

 

14,695

 

 

 

9,358

 

 

 

22,316

 

 

 

14,657

 

Less: comprehensive income attributable to non-controlling interest

 

10,244

 

 

 

9,358

 

 

 

15,524

 

 

 

14,657

 

Comprehensive income attributable to RE/MAX Holdings, Inc.

$

4,451

 

 

$

-

 

 

$

6,792

 

 

$

-

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.38

 

 

 

 

 

 

$

0.59

 

 

 

 

 

Diluted

$

0.36

 

 

 

 

 

 

$

0.55

 

 

 

 

 

Weighted average shares of Class A common stock outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

11,593,885

 

 

 

 

 

 

 

11,600,889

 

 

 

 

 

Diluted

 

12,230,014

 

 

 

 

 

 

 

12,238,189

 

 

 

 

 

Cash dividends declared per share of Class A common stock

$

0.0625

 

 

 

 

 

 

$

0.1250

 

 

 

 

 

  

See notes to unaudited condensed consolidated financial statements.

 

 

 

4


 

RE/MAX HOLDINGS, INC.

Condensed Consolidated Statement of Stockholders’ Equity

(In thousands, except share amounts)

(Unaudited)

 

 

Class A common stock

 

 

Class B common stock

 

 

Additional

paid-in

 

 

Retained

 

 

Accumulated other

comprehensive

 

 

Non-

controlling

 

 

Total

stockholders'

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

capital

 

 

earnings

 

 

income

 

 

interest

 

 

equity

 

Balances, December 31, 2013

 

11,607,971

 

 

$

1

 

 

 

1

 

 

$

-

 

 

$

239,086

 

 

$

1,506

 

 

$

1,371

 

 

$

(226,425

)

 

$

15,539

 

Net income

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,788

 

 

 

-

 

 

 

15,519

 

 

 

22,307

 

Distributions paid to non-controlling unitholders

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(11,885

)

 

 

(11,885

)

Share-based compensation

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

332

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

332

 

Dividends paid to Class A common stockholders

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,449

)

 

 

-

 

 

 

-

 

 

 

(1,449

)

Change in accumulated other comprehensive income

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

9

 

 

 

-

 

 

 

9

 

Excess tax benefit realized on delivery of vested restricted stock units

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

125

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

125

 

Cancellation of vested restricted stock units to satisfy statutory tax withholding requirements

 

(30,519

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(818

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(818

)

Balances, June 30, 2014

 

11,577,452

 

 

$

1

 

 

 

1

 

 

$

-

 

 

$

238,725

 

 

$

6,845

 

 

$

1,380

 

 

$

(222,791

)

 

$

24,160

 

  

See notes to unaudited condensed consolidated financial statements.

 

 

 

5


 

RE/MAX HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

 

Six months ended June 30,

 

 

2014

 

 

2013

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income

$

22,307

 

 

$

14,955

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization

 

7,750

 

 

 

7,432

 

Bad debt expense

 

305

 

 

 

265

 

Loss on early extinguishment of debt

 

178

 

 

 

134

 

Equity-based compensation

 

332

 

 

 

701

 

Non-cash interest expense

 

186

 

 

 

571

 

Other

 

1,312

 

 

 

246

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts and notes receivable, current portion

 

(3,542

)

 

 

(2,414

)

Advances to/from affiliates

 

(12

)

 

 

249

 

Other current and noncurrent assets

 

1,854

 

 

 

675

 

Other current and noncurrent liabilities

 

(2,777

)

 

 

496

 

Deferred revenue and deposits

 

1,549

 

 

 

145

 

Net cash provided by operating activities

 

29,442

 

 

 

23,455

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Purchases of property, equipment and software

 

(702

)

 

 

(482

)

Proceeds from sale of property and equipment

 

1

 

 

 

3

 

Capitalization of trademark costs

 

(58

)

 

 

(91

)

Net cash used in investing activities

 

(759

)

 

 

(570

)

Cash flows from financing activities:

 

 

 

 

 

 

 

Payments on debt

 

(15,740

)

 

 

(9,300

)

Distributions to non-controlling unitholders

 

(14,437

)

 

 

(20,683

)

Dividends to Class A common stockholders

 

(1,449

)

 

 

-

 

Payments on capital lease obligations

 

(103

)

 

 

(158

)

Deferred offering costs

 

-

 

 

 

(2,511

)

Excess tax benefit realized on delivery of vested restricted stock units

 

125

 

 

 

-

 

Tax withholding payment for vested restricted stock units upon delivery

 

(818

)

 

 

-

 

Net cash used in financing activities

 

(32,422

)

 

 

(32,652

)

Effect of exchange rate changes on cash

 

(16

)

 

 

(152

)

Net decrease in cash and cash equivalents

 

(3,755

)

 

 

(9,919

)

Cash and cash equivalents, beginning of year

 

88,375

 

 

 

68,501

 

Cash and cash equivalents, end of period

$

84,620

 

 

$

58,582

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

Cash paid for interest

$

4,507

 

 

$

6,374

 

Cash paid for income taxes

 

4,197

 

 

 

1,149

 

Schedule of non-cash investing and financing activities:

 

 

 

 

 

 

 

Capital leases for property and equipment

$

18

 

 

$

160

 

  

See notes to unaudited condensed consolidated financial statements.

 

 

 

6


 

RE/MAX HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

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”), which were subsequently contributed to RMCO, LLC and subsidiaries (“RMCO”), and the remaining proceeds were used to purchase common membership units in RMCO. After completion of the IPO, RE/MAX Holdings owned 39.56% of the common membership units in RMCO and as of June 30, 2014, RE/MAX Holdings owns 39.50% 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 United States (“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). A franchise grants the broker-owner a license to use the RE/MAX brand, trademark, promotional and operating materials and concepts.

 

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and comprise the condensed consolidated financial statements of the Company and have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and with Article 10 of Regulation S-X. In compliance with those instructions, certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying condensed 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. In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal and recurring adjustments necessary to present fairly the Company’s financial position as of June 30, 2014 and December 31, 2013, the results of its operations for the three and six months ended June 30, 2014 and 2013, changes in its stockholders’ equity for the six months ended June 30, 2014 and results of its cash flows for the six months ended June 30, 2014 and 2013. Interim results may not be indicative of full year performance.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant areas in which management uses assumptions include, among other things, the establishment of the allowance for doubtful accounts and notes receivable, the determination of the estimated lives of intangible assets, 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 payable pursuant to the terms of the Tax Receivable Agreements (“TRAs”) discussed in more detail in Note 3, Non-controlling Interest. Actual results could differ from those estimates.

Reclassifications

Certain items in the accompanying condensed consolidated financial statements for the three and six months ended June 30, 2013 have been reclassified to conform to the 2014 presentation.

 

 

 

7


RE/MAX HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

Principles of Consolidation

RE/MAX Holdings holds an approximate 40% economic interest in RMCO, but as its managing member, RE/MAX Holdings controls RMCO’s operations, management and activities. As a result, RE/MAX Holdings consolidates RMCO and records a non-controlling interest in the accompanying Condensed Consolidated Balance Sheets and records net income attributable to the non-controlling interest in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income.

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 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 is evaluating the effect that ASU No. 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

Critical Accounting Judgments and Estimates

There have been no changes in the Company’s critical accounting judgments and estimates from those that were disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The Company believes that the disclosures herein are adequate so that the information presented is not misleading; however, it is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

 

3. Non-controlling Interest

RE/MAX Holdings is the sole managing member of RMCO. As a result, RE/MAX Holdings operates and controls all of the management, business and affairs of RMCO while owning a 39.50% and 39.56% minority economic interest in RMCO as of June 30, 2014 and December 31, 2013, respectively. Beginning on October 7, 2013, RE/MAX Holdings began to consolidate the financial results of RMCO and recorded a non-controlling interest for the remaining 60.50% and 60.44% economic interest in RMCO held by RIHI, Inc. (“RIHI”) as of June 30, 2014 and December 31, 2013, respectively. RE/MAX Holdings’ minority economic interest in RMCO decreased due to the cancellation of 30,519 common units in RMCO in May 2014 as discussed in more detail in Note 10, 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 Condensed Consolidated Statements of Income and Comprehensive 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 Condensed 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:

 

 

June 30, 2014

 

 

December 31, 2013

 

 

Shares

 

 

Ownership %

 

 

Shares

 

 

Ownership %

 

Non-controlling unitholders ownership of common units in RMCO

 

17,734,600

 

 

 

60.50

%

 

 

17,734,600

 

 

 

60.44

%

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

 

11,577,452

 

 

 

39.50

%

 

 

11,607,971

 

 

 

39.56

%

 

 

29,312,052

 

 

 

100.00

%

 

 

29,342,571

 

 

 

100.00

%

  

 

8


RE/MAX HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

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 three and six months ended June 30, 2014 is detailed as follows (in thousands, except percentages):

 

 

Three months ended

June 30, 2014

 

 

Six months ended

June 30, 2014

 

Income before provision for income taxes

$

17,638

 

 

$

27,321

 

Ownership percentage of controlling interest

 

39.53

%

 

 

39.55

%

Income before provision for income taxes attributable to RE/MAX Holdings, Inc.

 

6,972

 

 

 

10,805

 

Provision for income taxes attributable to RE/MAX Holdings, Inc.

 

(2,595

)

 

 

(4,017

)

Net income attributable to RE/MAX Holdings, Inc.

$

4,377

 

 

$

6,788

 

  

 

A reconciliation of the “Provision for income taxes” for the three and six months ended June 30, 2014 is detailed as follows (in thousands):

 

 

Three months ended

June 30, 2014

 

 

Six months ended

June 30, 2014

 

Provision for income taxes attributable to RE/MAX Holdings, Inc. (a)

$

(2,595

)

 

$

(4,017

)

Provision for income taxes attributable to entities other than RE/MAX Holdings, Inc. (b)

 

(534

)

 

 

(997

)

Provision for income taxes

$

(3,129

)

 

$

(5,014

)

(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 $351,000 and $654,000 for the three and six months ended June 30, 2014, respectively.

(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, state or local income taxes, as these taxes are primarily the obligations of its members. As authorized by the Fourth Amended and Restated RMCO Limited Liability Company Agreement (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 each members’ tax liabilities, if any, with respect to their allocable share of RMCO earnings. RMCO makes such tax distributions to its members based on an estimated tax rate in accordance with 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 were $12,221,000 during the six months ended June 30, 2014, and are recorded in “Non-controlling interest” in the accompanying Condensed Consolidated Balance Sheets and Condensed Consolidated Statement of Stockholders’ Equity. For the six months ended June 30, 2013, distributions for taxes to RMCO’s non-controlling unitholders were also required, but calculated differently, in accordance with the Third Amended and Restated RMCO Limited Liability Company Agreement (the “Old RMCO, LLC Agreement”).  Distributions for taxes paid to non-controlling unitholders during the six months ended June 30, 2013 were $12,683,000.

9


RE/MAX HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

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 $1,108,000 to non-controlling unitholders on each of April 17, 2014 and June 5, 2014, which are recorded in “Non-controlling interest” in the accompanying Condensed Consolidated Balance Sheets and Condensed Consolidated Statement of Stockholders’ Equity. On August 6, 2014, the Company declared a distribution to non-controlling unitholders of $1,108,000, which is payable on September 3, 2014. 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 six months ended June 30, 2013 were $8,000,000.  

Payments Pursuant to the Tax Receivable Agreements

As of June 30, 2014, the Company recorded a liability of $68,840,000, representing the payments due to RMCO’s historical owners RIHI and Weston Presidio V., L.P. (“Weston Presidio”) under the terms of the TRAs (see current and non-current portion of “Payable to related parties pursuant to tax receivable agreements” in the Company’s accompanying Condensed Consolidated Balance Sheets).  

Within the next 12 month period, the Company expects to pay $902,000 of the total amount of the estimated TRA liability. No amounts were paid pursuant to the terms of the TRAs during the six months ended June 30, 2014.

Payments are anticipated to be made under the TRAs indefinitely, with the first potential payment becoming due on the original due date of RE/MAX Holdings’ initial federal income tax return. 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.

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 the members’ ownership interests pursuant to the New RMCO, LLC Agreement after taking into consideration all relevant sections of the Internal Revenue Code.

 

4. Earnings Per Share and Dividends

Earnings Per Share

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

10


RE/MAX HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

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

 

 

Three months ended

June 30, 2014

 

 

Six months ended

June 30, 2014

 

Numerator

 

 

 

 

 

 

 

Net income attributable to RE/MAX Holdings, Inc.

$

4,377

 

 

$

6,788

 

Denominator for basic net income per share of Class A

   common stock

 

 

 

 

 

 

 

Weighted average shares of Class A common stock

   outstanding

 

11,593,885

 

 

 

11,600,889

 

Denominator for diluted net income per share of Class A

   common stock

 

 

 

 

 

 

 

Weighted average shares of Class A common stock

   outstanding

 

11,593,885

 

 

 

11,600,889

 

Add dilutive effect of the following:

 

 

 

 

 

 

 

     Stock options

 

587,906

 

 

 

590,953

 

     Restricted stock units

 

48,223

 

 

 

46,347

 

Weighted average shares of Class A common stock

   outstanding, diluted

 

12,230,014

 

 

 

12,238,189

 

Earnings per share of Class A common stock

 

 

 

 

 

 

 

Net income attributable to RE/MAX Holdings, Inc.

   per share of Class A common stock, basic

$

0.38

 

 

$

0.59

 

Net income attributable to RE/MAX Holdings, Inc.

   per share of Class A common stock, diluted

$

0.36

 

 

$

0.55

 

  

EPS information is not applicable for reporting periods prior to the completion of the IPO which became effective on October 7, 2013. The one share of Class B common stock outstanding does not share in the earnings of RE/MAX Holdings and is therefore not a participating security. Accordingly, basic and diluted net income per share of Class B common stock has not been presented.

Dividends

During the six months ended June 30, 2014, the Company’s Board of Directors declared quarterly dividends of $0.0625 per share on outstanding shares of Class A common stock in both the first and second quarters of 2014, representing $1,449,000 in total dividends. Of this amount, $725,000 was paid on April 18, 2014 and $724,000 was paid on June 5, 2014.  No dividends were declared or paid during the six months ended June 30, 2013.  On August 6, 2014, the Company’s Board of Directors declared a quarterly dividend of $0.0625 per share on all outstanding shares of Class A common stock, which is payable on September 3, 2014 to shareholders of record at the close of business on August 20, 2014.

 

5. 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. 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 Company’s Real Estate Franchise Services reportable segment.

11


RE/MAX HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

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 and Tails had occurred on January 1, 2013. 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 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 acquisitions had actually occurred on that date, nor of the results that may be obtained in the future.

 

 

Six months ended
June 30, 2013

 

 

(unaudited)

 

 

(in thousands)

 

Total revenue

$

82,262

 

Net income

 

17,157

 

  

 

6.  Intangible Assets and Goodwill

The following table provides the components of the Company’s intangible assets (in thousands):

 

 

Initial

Weighted

Average

Amortization

 

 

June 30, 2014

 

 

December 31, 2013

 

 

Period

(in years)

 

 

Initial Cost

 

 

Accumulated Amortization

 

 

Net Balance

 

 

Initial Cost

 

 

Accumulated Amortization

 

 

Net Balance

 

Franchise agreements

 

12.0

 

 

$

162,835

 

 

$

(80,547

)

 

$

82,288

 

 

$

162,835

 

 

$

(73,764

)

 

$

89,071

 

Other intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Software

 

4.2

 

 

$

7,502

 

 

$

(6,900

)

 

$

602

 

 

$

7,463

 

 

$

(6,633

)

 

$

830

 

Trademarks

 

14.8

 

 

 

3,009

 

 

 

(1,367

)

 

 

1,642

 

 

 

2,935

 

 

 

(1,279

)

 

 

1,656

 

Total other intangible assets

 

 

 

 

$

10,511

 

 

$

(8,267

)

 

$

2,244

 

 

$

10,398

 

 

$

(7,912

)

 

$

2,486

 

  

 

Amortization expense for the three months ended June 30, 2014 and 2013 was $3,562,000 and $2,962,000, respectively. Amortization expense for the six months ended June 30, 2014 and 2013 was $7,138,000 and $6,290,000, respectively.

The estimated future amortization of intangible assets, other than goodwill, is as follows (in thousands):

 

Year ending December 31:

 

 

 

Remainder of 2014

$

7,102

 

2015

 

14,042

 

2016

 

13,801

 

2017

 

9,886

 

2018

 

6,272

 

Thereafter

 

33,429

 

 

$

84,532

 

  

12


RE/MAX HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

Amounts recorded as goodwill in the Company’s accompanying Condensed Consolidated Balance Sheets are attributable to the Company’s Real Estate Franchise Services reportable segment. During 2013, the Company performed its annual assessment of goodwill and the fair value of the Company’s reporting units significantly exceeded the carrying value and no interim indicators of impairment have been identified. The following table presents changes to goodwill for the six months ended June 30, 2014 (in thousands):

 

Balance, January 1, 2014

$

72,781

 

Effect of changes in foreign currency exchange rates

 

12

 

Balance, June 30, 2014

$

72,793

 

 

7. Accrued Liabilities

Accrued liabilities consist of the following (in thousands):

 

 

June 30,

2014

 

 

December 31,

2013

 

Accrued payroll and related employee costs

$

3,877

 

 

$

4,746

 

Accrued property taxes

 

1,039

 

 

 

1,159

 

Accrued professional fees

 

778

 

 

 

573

 

Lease-related accruals

 

763

 

 

 

853

 

Other

 

1,044

 

 

 

2,013

 

 

$

7,501

 

 

$

9,344

 

  

 

8. Debt

Debt consists of the following (in thousands):

 

 

June 30,

2014

 

 

December 31,

2013

 

2013 Senior Secured Credit Facility, principal of $538

   payable quarterly, matures in July 2020, net of

   unamortized discount of $390 and $446 as of

   June 30, 2014 and December 31, 2013,

   respectively

$

212,721

 

 

$

228,404

 

Less current portion

 

(10,877

)

 

 

(17,300

)

 

$

201,844

 

 

$

211,104

 

 

Maturities of debt are as follows (in thousands):

 

As of June 30:

 

 

 

Remainder of 2014

$

1,076

 

2015

 

2,152

 

2016

 

2,152

 

2017

 

2,152

 

2018

 

2,152

 

Thereafter

 

203,427

 

 

$

213,111

 

 

13


RE/MAX HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

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 Company’s previous 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) Alternate 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 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 payment of $14,627,000 on April 9, 2014. As of June 30, 2014, the Company expects to make an estimated mandatory principal excess cash flow prepayment of $8,725,000 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 six months ended June 30, 2013, the Company made a mandatory principal excess cash flow prepayment of $8,000,000 in accordance with the terms of the Company’s previous credit facility. The Company accounted for the mandatory principal excess cash flow prepayments as early extinguishments of debt and recorded a loss during the six months ended June 30, 2014 and 2013 of approximately $178,000 and $134,000, 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 six months ended June 30, 2014 or 2013.

The estimated fair value of the Company’s debt as of June 30, 2014 and December 31, 2013 represents the amount that would be paid to transfer or redeem the debt in an orderly transaction between market participants at those dates 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 Company’s 2013 Senior Secured Credit Facility are included in the accompanying Condensed 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 $212,721,000 and $228,404,000 as of June 30, 2014 and December 31, 2013, respectively. The fair value of the 2013 Senior Secured Credit Facility was $212,577,000 and $229,422,000 as of June 30, 2014 and December 31, 2013, respectively.

The Company had no borrowings drawn on the revolving loan facility during the six months ended June 30, 2014 or 2013 and had $10,000,000 available under the revolving loan facility as of June 30, 2014. The Company must pay a quarterly commitment fee equal to 0.5% on the average daily amount of the unused portion of the revolving loan facility.

 

9. Income Taxes

RE/MAX Holdings is subject to U.S. federal and state income taxation on its allocable portion of the income of RMCO.  The “Provision for income taxes” in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2014 is based on an estimate of the Company’s annualized effective income tax rate. 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. 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. 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. The provision for income taxes for the three and six months ended June 30, 2013 represents foreign income taxes of certain foreign corporate subsidiaries.

14


RE/MAX HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

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. As of June 30, 2014, the Company does not believe it has any significant uncertain tax positions.

 

10. 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”) that provides for the grant of incentive stock options to the Company’s employees, and for the grant of shares of 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.

On October 7, 2013, the Company granted 107,971 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 tax withholding obligation associated with the employees’ statutory income tax requirements. 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 recorded in “Additional paid-in capital” in the accompanying Condensed Consolidated Balance Sheets and Condensed Consolidated Statement of Stockholders’ Equity.  

For the three and six months ended June 30, 2014, the Company recognized stock-based compensation expense of $74,000 and $332,000, respectively, in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income resulting from restricted stock units that were granted on October 7, 2013. For the three and six months ended June 30, 2013, the Company recognized equity-based compensation expense of $321,000 and $701,000, respectively, related to 31,500 RMCO Class B common unit options that were granted to certain employees on November 15, 2012. In connection with the IPO, the RMCO Class B common unit options were split 25 for 1 and then substituted for 787,500 options to acquire shares of RE/MAX Holdings’ Class A common stock.  

The following table summarizes equity-based compensation activity for the six months ended June 30, 2014:  

 

 

Restricted Stock Units

 

 

Options

 

Balance as of January 1, 2014

 

241,854

 

 

 

787,500

 

Granted

 

-

 

 

 

-

 

Exercised

 

-

 

 

 

-

 

Forfeited

 

(9,550

)

 

 

-

 

Delivered and exchanged for shares of Class A common stock

 

(77,452

)

 

 

-

 

Cancelled

 

(30,519

)

 

 

-

 

Balance as of June 30, 2014

 

124,333

 

 

 

787,500

 

 

 

 

 

 

 

 

 

Vested

 

-

 

 

 

787,500

 

Unvested

 

124,333

 

 

 

-

 

 

At June 30, 2014, there were 1,679,167 additional shares available for the Company to grant under the 2013 Incentive Plan.

 

11. Commitments and Contingencies

Commitments

The Company leases offices and equipment under noncancelable operating leases, subject to certain provisions for renewal options and escalation clauses.

15


RE/MAX HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

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. Management of the Company believes such 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.

 

12. 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 $5,445,000 and $4,256,000 as of June 30, 2014 and December 31, 2013, respectively. The Company did not incur any payments under this guarantee during the six months ended June 30, 2014, or in any prior periods, and does not anticipate that it will incur any payments through the duration of the guarantee.

 

13.  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 corporations owned by a majority stockholder of RIHI as trustee for RE/MAX agents. This stockholder 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 three months ended June 30, 2014 and 2013, the Company’s real estate brokerage operations paid $288,000 and $289,000, respectively, to these advertising funds. During the six months ended June 30, 2014 and 2013, the Company’s real estate brokerage operations paid $571,000 and $572,000, respectively, to these advertising funds. These payments are included in “Selling, operating and administrative expenses” in the accompanying Condensed Consolidated Statements of Income and Comprehensive 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, a portion of the proceeds raised during the IPO was used to purchase certain assets of Tails. For the three and six months ended June 30, 2013, the real estate brokerage operations expensed $76,000 and $147,000, respectively, in fees to Tails. These payments are included in “Selling, operating and administrative expenses” in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income. The Company’s owned real estate brokerage operations in the Washington, DC area recorded a payable to Tails’ affiliated regional advertising fund. As of June 30, 2014 and December 31, 2013, the amount of the payable was $958,000 and $945,000, respectively, and is included in “Accounts payable to affiliates” in the accompanying Condensed 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. During the three and six months ended June 30, 2013, the Company received $933,000 and $1,736,000, respectively, in total revenue from these entities. These amounts are included in continuing franchise fees, broker fees and franchise sales and other franchise revenue in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income.

The Company’s majority stockholders have made and continue to make a golf course they own available to the Company for business purposes. During the six months ended June 30, 2014 and 2013, the Company used the golf course for business purposes at no charge.

16


RE/MAX HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

The Company also provides services to certain affiliated entities such as accounting, legal, marketing, technology, human resources and public relations services as it allows these companies to share its leased office space. During the three months ended June 30, 2014 and 2013, the total amounts allocated for services rendered and rent for office space provided on behalf of affiliated entities were $550,000 and $827,000, respectively. During the six months ended June 30, 2014 and 2013, the total amounts allocated for services rendered and rent for office space provided on behalf of affiliated entities were $1,112,000 and $1,596,000, 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 June 30, 2014 or December 31, 2013.

The activity in the Company’s “Accounts receivable from affiliates” and “Accounts payable to affiliates” in the accompanying Condensed Consolidated Balance Sheets consist of the following (in thousands):

 

 

June 30,

2014

 

 

December 31,

2013

 

Accounts receivable from affiliates:

 

 

 

 

 

 

 

RE/MAX of Texas Advertising Fund

$

-

 

 

$

(6

)

International Advertising Fund

 

-

 

 

 

(10

)

Other

 

-

 

 

 

21

 

Total accounts receivable from affiliates

 

-

 

 

 

5

 

Accounts payable to affiliates:

 

 

 

 

 

 

 

RE/MAX Central Atlantic Region Advertising  Fund

$

(958

)

 

$

(945

)

Other

 

(101

)

 

 

(72

)

Total accounts payable to affiliates

 

(1,059

)

 

 

(1,017

)

Net accounts payable to affiliates

$

(1,059

)

 

$

(1,012

)

 

14.  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, the provision for income taxes, depreciation and amortization and other non-cash and non-recurring cash charges or other items (“Adjusted EBITDA”). The Company’s presentation of Adjusted EBITDA may not be comparable to similar measures used by other companies. The accounting policies of the reportable segments are the same as those described in the 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 reclassified to reflect the Company’s new segment structure.

Adjusted EBITDA for the reportable segments excludes depreciation, amortization, interest expense, net and the provision for income taxes and is then adjusted for other non-cash and 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 losses (gains) on the sale or disposition of assets and sublease activity, losses on the early extinguishment of debt, equity-based compensation, non-cash straight-line rent expense, salaries paid to David and Gail Liniger that the Company discontinued subsequent to the IPO, professional fees and non-recurring expenses incurred in connection with the IPO and acquisition integration costs. 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 reflects the elimination of intersegment revenue and other consolidation entries.

17


RE/MAX HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

The following tables present the results of the Company’s reportable segments for the three and six months ended June 30, 2014 and 2013, respectively:

 

 

Revenue (a)

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

 

(in thousands)

 

Real Estate Franchise Services

$

38,699

 

 

$

34,884

 

 

$

77,798

 

 

$

70,534

 

Brokerages

 

3,600

 

 

 

4,357

 

 

 

6,381

 

 

 

7,782

 

Consolidated revenue

$

42,299

 

 

$

39,241

 

 

$

84,179

 

 

$

78,316

 

 

(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 $463,000 and $393,000 for the three months ended June 30, 2014 and 2013, respectively, and $885,000 and $746,000 for the six months ended June 30, 2014 and 2013, respectively. Such amounts are eliminated in the Brokerages reportable segment.

 

 

 

 

18


RE/MAX HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

 

 

Adjusted EBITDA

 

 

Three months ended June 30,

 

 

Six months ended June 30,

 

 

2014

 

 

2013

 

 

2014

 

 

2013

 

 

(in thousands)

 

Real Estate Franchise Services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

14,188

 

 

$

8,431

 

 

$

22,558

 

 

$

14,214

 

Depreciation and amortization

 

3,742

 

 

 

3,610

 

 

 

7,610

 

 

 

7,221

 

Interest expense

 

2,283

 

 

 

3,410

 

 

 

4,745

 

 

 

6,922

 

Interest income

 

(66

)

 

 

(68

)

 

 

(147

)

 

 

(142

)

Provision for income taxes

 

3,073

 

 

 

577

 

 

 

5,056

 

 

 

1,031

 

EBITDA

 

23,220

 

 

 

15,960

 

 

 

39,822

 

 

 

29,246

 

Gain on sale or disposition of assets and sublease

 

(86

)

 

 

(95

)

 

 

(282

)

 

 

(172

)

Loss on early extinguishment of debt

 

178

 

 

 

-

 

 

 

178

 

 

 

134

 

Equity-based compensation

 

74

 

 

 

321

 

 

 

332

 

 

 

701

 

Non-cash straight-line rent expense

 

290

 

 

 

336

 

 

 

502

 

 

 

710

 

Chairman executive compensation

 

-

 

 

 

750

 

 

 

-

 

 

 

1,500

 

Acquisition integration costs

 

45

 

 

 

222

 

 

 

63

 

 

 

222

 

Public offering related expenses

 

-

 

 

 

2,533

 

 

 

-

 

 

 

3,480

 

Adjusted EBITDA

$

23,721

 

 

$

20,027

 

 

$

40,615

 

 

$

35,821

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Brokerages:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

321

 

 

$

1,117

 

 

$

(251

)

 

$

741

 

Depreciation and amortization

 

70

 

 

 

97