2020
ANNUAL
REPORT
+ F O R M 1 0 - K
©2021 RE/MAX Holdings, Inc. RE/MAX and the RE/MAX Balloon are trademarks of RE/MAX, LLC.
Motto and the Motto logo are trademarks of Motto Franchising, LLC. Each RE/MAX office and each Motto office Independently Owned, Operated and Licensed. 21_303310
remaxholdings.com
remax.com
remax.com/luxury
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global.remax.com
remax-franchise.com
joinremax.com mottomortgage.com
A FEW THOUGHTS FROM THE CEO
A fundamental commitment to all stakeholders.
It’s fascinating to see how a simple but crucial shift in thinking is gaining traction in more executive
strategies and corporate boardrooms.
As a franchisor, we’re not surprised to see companies taking a broader view on stakeholders –
through a wider, more encompassing lens. After all, franchising, at its heart, is about bringing
together a variety of disparate parties, understanding their objectives, and forging a path forward
in the best interests of all. Everybody wins.
Major themes in franchising – inclusion, opportunity, equity, fairness, service, diversity and more – are critical to the
stakeholder viewpoint and central to an entity’s mission. If or when these themes come together, the positive impact
can be substantial – not only on a corporation’s stakeholders, but on the community at large.
These considerations have been part of the fabric at RE/MAX since our founding almost half a century ago, and at
Motto Mortgage since its launch in 2016. Our vision is to be the global real estate leader and the ultimate destination
for professionals and consumers. Everybody wins.
We are a business that builds businesses. Our RE/MAX and Motto networks enable entrepreneurs from virtually all
backgrounds to find success through serving others and being a positive force in their local communities. RE/MAX
has followed that path to grow into a network of over 8,600 independently owned franchises and an incredibly diverse
group of approximately 138,000 agents across more than 110 countries and territories. Motto, at a much earlier stage
in its development, has done the same in building its network of 141 open offices. Its steady growth is forming a solid
foundation for exciting years to come.
In 2020, we accomplished a lot in areas such as our ongoing technological transformation, strategic acquisitions,
continued expansion and much more. But what I’m most proud of is our response to the global pandemic. When others
were cutting back and retrenching, we took a different approach – with the interests of our stakeholders in mind. The
actions we took, based on decades of experience managing through all types of crises, were twofold: We expanded our
support services for RE/MAX and Motto affiliates, and we asked our corporate Headquarters staff to embrace “shared
sacrifice” with a goal of preserving as many jobs as possible. On both counts, the results exceeded our expectations.
As the pandemic stunned the world early last year, we rolled out additional services right away – daily live trainings, free
Zoom® Pro accounts, special vendor discounts and programs, new marketing resources, and recaps of vital government
materials, to name just a few. Our leadership team popped into hundreds of virtual office meetings to offer insights
and assurance. And we extended significant financial assistance to our franchisees. Those actions and more helped our
brokers, agents and loan originators stay visible and connected to their communities at an especially critical time.
At Headquarters, we quicky but carefully conceived and executed a comprehensive cost-savings plan. Our staff
adopted a “we’re-all-in-this-together” mindset and absolutely shined. Their collective grit affirmed their commitment to
our stakeholder community – a community they’re all part of.
Now, a year later, the themes that have guided RE/MAX and Motto seem intertwined in profound new ways. Leveraging
them seems both strategic and natural as we chart our course forward.
To that end, anyone who’s connected in some fashion to RE/MAX Holdings – and even those who compete against us –
should realize that our brands are strong, resilient and positioned for a bright future. We’re an enterprise built to impact
people in a positive way, and the professionals in our companies and networks are extremely skilled at doing that.
Looking forward, I have no doubt that whatever the challenge, whatever the competitive landscape, we will rise to the
occasion and move toward our goal of delivering the best experience in everything real estate. It’s who we are. And it’s
what we do. Everybody wins.
Sincerely,
Adam Contos
CEO
BOARD OF DIRECTORS
DAVID LINIGER
Chairman of the Board and Co-Founder
RONALD HARRISON
Director
GAIL LINIGER
Vice Chair of the Board and Co-Founder
ADAM CONTOS
Chief Executive Officer and Director
KATHLEEN CUNNINGHAM
Director
JOSEPH DESPLINTER
Director
ROGER DOW
Lead Independent Director
STEPHEN JOYCE
Director
LAURA KELLY
Director
DANIEL PREDOVICH
Director
DR. CHRISTINE RIORDAN
Director
TERESA VAN DE BOGART
Director
EXECUTIVE MANAGEMENT TEAM
ADAM CONTOS
Chief Executive Officer
KARRI CALLAHAN
Chief Financial Officer
SERENE SMITH
Chief Operating Officer
and Chief of Staff
NICK BAILEY
Chief Customer Officer
WARD MORRISON
President of Motto Franchising
CORPORATE INFORMATION
INVESTOR RELATIONS
303.224.5458
investorrelations@remax.com
TRANSFER AGENT INFORMATION
Broadridge Corporate Issuer Solutions
P.O. Box 1342 Brentwood, NY 11717
800.733.1121
shareholder.broadridge.com
shareholder@broadridge.com
EXCHANGE INFORMATION
New York Stock Exchange
Ticker Symbol: RMAX
CORPORATE HEADQUARTERS
RE/MAX Holdings, Inc.
5075 S. Syracuse Street
Denver, CO 80237
remaxholdings.com
MISSION
Deliver the best experience
in everything real estate.
VISION
To be the global real estate
leader – the ultimate
destination for professionals
and consumers.
VALUES
BELIEFS
WE BELIEVE IN...
...the value of full-time
diverse professionals.
...preparation, education and
constant growth.
...both experience and innovation.
...the power of association –
and that individuals thrive
in positive, productive and
inclusive environments.
HIGHLIGHTS
(as of year-end 2020)
8,664
OFFICES
137,792
AGENTS
IN 119
COUNTRIES &
TERRITORIES
100%
FRANCHISED 1
REVENUE
2020 $266.0
2019 $282.3
2018 $212.6
($ in millions)
NET INCOME 2
2020 $20.0
2019 $46.9
2018 $49.8
($ in millions)
ADJUSTED EBITDA2,3
2020 $92.6
2019 $103.5
2018 $104.3
($ in millions)
1Excludes booj, First, wemlo and Gadberry Group. 2 Excludes Adjustments
attributable to the non-controlling interest. 3 See Item 7 herein for discussion
of Adjusted EBITDA and a reconciliation of the differences between Adjusted
EBITDA and Net Income.
141
OFFICES
~$2.5B
IN LOAN VOLUME
10,000
HOMEOWNER
DREAMS REALIZED
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2020
OR
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
(State or other jurisdiction of
incorporation or organization)
5075 South Syracuse Street
Denver, Colorado
(Address of principal executive offices)
80-0937145
(I.R.S. Employer
Identification No.)
80237
(Zip code)
Registrants’ telephone number, including area code: (303) 770-5531
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Class A Common Stock, par value $0.0001 per share
Trading Symbol
RMAX
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is well-known seasoned issuers, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer ☐
Accelerated Filer ☒
Non-Accelerated Filer ☐
Smaller Reporting Company ☐ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the registrant’s common stock held by non-affiliates (based on the closing price on June 30, 2020, as reported on the
New York Stock Exchange) was approximately $554.4 million. Shares of common stock held by each executive officer and director have been excluded
since those persons may under certain circumstances be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive
determination for other purposes.
On January 31, 2021, there were 18,576,222 outstanding shares of the registrant’s Class A common stock (including unvested restricted stock), $0.0001
par value per share, and 1 outstanding share of Class B common stock, $0.0001 par value per share.
Portions of the registrant’s Proxy Statement for the 2021 Annual Meeting of Stockholders are incorporated into Part III of this Annual Report on Form 10-
K where indicated. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended
December 31, 2020.
DOCUMENTS INCORPORATED BY REFERENCE
RE/MAX HOLDINGS, INC.
2020 ANNUAL REPORT ON FORM 10-K
TABLE OF CONTENTS
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ITEM 1. BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
ITEM 1A. RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
ITEM 1B. UNRESOLVED STAFF COMMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
ITEM 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
ITEM 4. MINE SAFETY DISCLOSURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK . . . . . . . . . . . . . . . . . . 55
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
ITEM 9A. CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
ITEM 9B. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE . . . . . . . . . . . . . . . . . . . . 95
ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE . 95
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
ITEM 16. FORM 10-K SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
2
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements that are subject to risks and uncertainties.
Forward-looking statements give our current expectations and projections relating to our financial condition, results of
operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact
that they do not relate strictly to historical or current facts. These statements are often identified by the use of words such
as “believe,” “intend,” “expect,” “estimate,” “plan,” “outlook,” “project,” “anticipate,” “may,” “will,” “would” and other similar
words and expressions that predict or indicate future events or trends that are not statements of historical matters.
Forward-looking statements include statements related to:
•
•
•
•
•
•
•
•
•
•
•
•
•
our expectations regarding consumer trends in residential real estate transactions;
our expectations regarding overall economic and demographic trends, including the health of the United States
(“U.S.”) and Canadian residential real estate markets, and how they affect our performance;
our strategies for growing our RE/MAX and Motto Mortgage brands, including (a) increasing RE/MAX agent
count, increasing the number of closed transaction sides and transaction sides per RE/MAX agent, and
(b) increasing the number of open Motto Mortgage offices;
the anticipated benefits of our technology initiatives;
the continued strength of our brands both in the U.S. and Canada and in the rest of the world;
the pursuit of future acquisitions and the anticipated benefits of past acquisitions, including the future
performance of businesses we have acquired;
our intention to pay dividends;
our future financial performance including our ability to appropriately forecast;
the effects of laws applying to our business and our future compliance with laws;
our ability to retain our senior management and other key employees;
other plans and objectives for future operations, growth, initiatives, acquisitions or strategies, including
investments in our technology;
our ability to effectively implement and account for changes in tax laws;
the anticipated outcome of the Moehrl-related suits, including any risks or uncertainties with regard to any
favorable or unfavorable judgements and implications to our industry.
These and other forward-looking statements are subject to risks and uncertainties that may cause actual results to differ
materially from those that we expected. We derive many of our forward-looking statements from our operating budgets
and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable,
we caution that it is very difficult to predict the impact of known factors and it is impossible for us to anticipate all factors
that could affect our actual results. Important factors that could cause actual results to differ materially from our
expectations, or cautionary statements, are disclosed in “Item 1A.—Risk Factors” and in “Item 7.—Management’s
Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report on
Form 10-K.
We caution you that the important factors referenced above may not contain all of the factors that are important to you. In
addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if
substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The
forward-looking statements included in this Annual Report on Form 10-K are made only as of the date of this report. We
undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future
events or otherwise, except as required by law.
3
ITEM 1. BUSINESS
Overview
PART I
We are one of the world’s leading franchisors in the real estate industry. We franchise real estate brokerages globally
under the RE/MAX brand (“RE/MAX”) and mortgage brokerages in the U.S. under the Motto Mortgage brand (“Motto”).
We also sell ancillary products and services, primarily technology, to our franchise networks and, in certain instances, we
commercialize those offerings outside our franchise networks. We organize our business based on the services we
provide in Real Estate, Mortgage and our collective franchise marketing operations, known as the Marketing Funds.
RE/MAX and Motto are 100% franchised—we do not own any of the brokerages that operate under these brands. We
focus on enabling our networks’ success by providing powerful technology, quality education and training, and valuable
marketing to build the strength of the RE/MAX and Motto brands. We support our franchisees in growing their brokerages,
although, they fund the cost of developing their brokerages. As a result, we maintain a low fixed-cost structure which,
combined with our recurring fee-based models, enables us to capitalize on the economic benefits of the franchising
model, yielding high margins and significant cash flow.
Our History
RE/MAX was founded in 1973 with an innovative, entrepreneurial culture affording our franchisees and their agents the
flexibility to operate their businesses with great independence. In the early years of our expansion in the U.S. and
Canada, we accelerated the brand’s growth by selling regional franchise rights to independent owners for certain
geographic regions, a practice we still employ in countries outside of the U.S. and Canada. RE/MAX has held the number
one market share in the U.S. and Canada combined since 1999, as measured by total residential transaction sides
completed by our agents. On June 25, 2013, RE/MAX Holdings, Inc. (“Holdings”) was formed as a Delaware corporation.
On October 7, 2013, we completed an initial public offering of our Class A common stock, which trades on the New York
Stock Exchange under the symbol “RMAX”. In October 2016, we launched Motto, the first national mortgage brokerage
franchise offering in the United States.
Our Brands
RE/MAX. The RE/MAX strategy is to sell franchises and help those franchisees recruit and retain the best agents. The
RE/MAX brand is built on the strength of our global franchise network, which is designed to attract and retain the best-
performing and most experienced agents by maximizing their opportunity to retain a larger portion of their commissions.
Some RE/MAX affiliates may also sell luxury real estate under The RE/MAX Collection® brand and commercial real estate
under the RE/MAX Commercial® brand. As a result of our unique agent-centric approach, we have established a nearly
50-year track record of helping millions of homebuyers and sellers achieve their goals, creating several competitive
advantages in the process:
• Leading agent productivity. RE/MAX agents are, on average, substantially more productive than the industry
average. RE/MAX agents at large brokerages on average outsell competing agents more than two-to-one in both
the 2020 REAL Trends 500 survey of the largest participating U.S. brokerages and the RISMedia 2020 Power
Broker Top 1,000 survey.
4
2019 U.S. Transactions Per Agent
(Large Brokerages Only) (1)
(1) Transaction sides per agent are calculated by RE/MAX based on 2020 REAL Trends 500
data, citing 2019 transaction sides for the 1,711 largest participating U.S. brokerages.
• Technology, Tools and Training. In the U.S., we introduced the powerful booj Platform in 2019, a fully
integrated technology platform custom-built for RE/MAX's unique entrepreneurial culture and expect to expand
our technology offerings to certain RE/MAX affiliates in Canada in 2021 and subsequently to the RE/MAX
network globally. We are enhancing the platform over time including, securing the location intelligence data that
powers the platform with the acquisition of The Gadberry Group (“Gadberry”) in 2020 and integrating premium
offerings to drive enhanced lead generation opportunities with the acquisition of First in 2019. We also provide
agents and brokers the tools to help maximize their productivity through approved supplier arrangements and
top-quality education and training.
• Leading market share. Nobody in the world sells more real estate than RE/MAX, as measured by residential
transaction sides.
• Leading brand awareness. The RE/MAX brand has the highest level of unaided brand awareness in residential
real estate in the U.S. and Canada according to a consumer study conducted by MMR Strategy Group. Our
iconic red, white and blue RE/MAX hot air balloon is one of the most recognized real estate logos in the world.
• Leading global presence. We have a growing global presence and our agent count outside the U.S. and
Canada continues to increase. Today, the RE/MAX brand has over 135,000 agents operating in over
8,000 offices, and a presence in more than 110 countries and territories—a global footprint bigger than any other
real estate brokerage brand in the world.
5
The following summarize key statistics for the RE/MAX brand:
137,792 Agents
8,664 Offices
119 Countries and Territories
As of December 31, 2020
Motto Mortgage. The Motto Mortgage franchise model offers U.S. real estate brokers, real estate professionals, mortgage
professionals and other investors access to the mortgage brokerage business. Motto is highly complementary to our
RE/MAX real estate business and is designed to help Motto franchise owners comply with complex mortgage regulations.
Motto franchisees offer potential homebuyers an opportunity to find both real estate agents and independent Motto loan
originators at offices near each other. Further, Motto loan originators provide homebuyers with financing choices by
providing access to a variety of quality loan options from multiple leading wholesale lenders. In addition, Motto provides
powerful technology to its franchisees that simplifies the mortgage process. Motto franchisees are mortgage brokers and
not mortgage bankers. Likewise, we franchise the Motto system and are not lenders or brokers.
Motto’s revenue model consists of fixed, contractual fees paid monthly by the broker on a per-office basis for being a part
of the Motto network and for use of the Motto brand and technology, and from sales of individual franchises. Motto
Mortgage has grown to over 125 offices across more than 30 states and we expect Motto to continue to grow as we sold
more Motto franchises in 2020 than we did in 2019. In 2020 we acquired wemlo, an innovative fintech company that
developed the first cloud service for mortgage brokers, combining third-party loan processing with an all-in-one digital
platform to add to our mortgage value proposition.
Number of Open Motto Offices (1)
(1) only includes full physical Motto offices; excludes virtual offices and Branchises (as defined below)
6
Industry Overview and Trends
With approximately 95% of our revenue coming from our real estate franchising operations in the U.S. and Canada, and
100% of our Motto revenues being in the U.S., macro developments in the U.S. and Canadian real estate markets
significantly influence our business.
The U.S. and Canadian Real Estate Industries are Large Markets. The residential real estate markets in the U.S. and
Canada are approximately $2.0 trillion and $0.3 trillion, respectively, based on 2020 sales volume data from the National
Association of Realtors (“NAR”), the U.S. Census Bureau and the Canadian Real Estate Association (“CREA”).
The Residential Real Estate Industry is Cyclical in Nature. The residential real estate industry is cyclical in nature but
has shown strong long-term growth. As illustrated below, the number of existing home sales transactions in the U.S. and
Canada has generally increased during periods of economic growth:
U.S. Existing Home Sales
U.S. Housing Trends. As we entered 2020, the U.S. housing market started strong as the growth in home sales
transactions continued despite ongoing constraints related to shrinking inventory and affordability; however, during the
second quarter, the COVID-19 pandemic caused homes sales to decline. After the pandemic’s initial impact, the housing
market quickly rebounded in the second half of 2020 with full year existing home sales ending at its highest level since
2006. This momentum, according to NAR, is likely to carry into 2021 despite the continued constraints related to housing
inventory and affordability. NAR’s January 2021 forecast has called for existing home sales to increase an average of
15.1% in 2021 compared to 2020 as sellers are expected to take advantage of favorable interest rates, greater mobility of
working remotely and potential gains in construction that may help increase the availability of housing.
7
Canadian Existing Home Sales
Canadian Housing Trends. Similar to the U.S. the Canadian housing market also experienced declines in the first half of
2020 due to the COVID-19 pandemic; however, during the second half of 2020, it quickly rebounded as the number and
pace of existing home sales accelerated. This strength of the Canadian housing market is expected to continue in 2021;
however, ongoing inventory shortages continue to present challenges for homebuyers and put upward pressure on home
prices. CREA projects the average residential sale price for Canada will increase 9.1% in 2021, which indicates that the
desire for home ownership remains strong and according to the 2021 RE/MAX Canadian Housing Market Outlook Report,
52% of Canadians see real estate as one of the best investment options in 2021.
Favorable Long-Term Demand. We believe long-term demand for housing in the U.S. and Canada is driven by many
factors including the economic health of the domestic economy, demographic trends, affordability, interest rates and local
factors such as demand relative to supply. We also believe the residential real estate market in the U.S. and Canada will
benefit from fundamental demographic shifts over the long term, including:
• An increase in demand from rising household formations, including as a result of immigration, population
growth, wealth accumulation and wage growth of minorities. According to The State of the Nation’s Housing
Report 2020 compiled by the Joint Center for Housing Studies of Harvard University (the “JCHS Report”), U.S.
household formations are projected to reach 12.0 million between 2018 and 2028. Likewise, the U.S. Census
Bureau projects that the U.S. will continue to experience long-term population growth and predicts net
immigration of 25 million individuals from 2016 to 2060. In addition, the U.S. Census Bureau projects the U.S.
total population to grow by more than 81 million people by 2060. And in Canada, Statistics Canada reports that
Canada has the highest annual population growth rate of G7 nations and expects the nation’s population to grow
by more than 40 million people by 2068 even in its low-growth scenario.
• An increase in demand from lifestyle and generational shifts. The COVID-19 pandemic has resulted in a
substantial increase in homebuying activity in the second half of 2020. Some industry experts believe this is also
an indication of shifts in the way people live and work that could support housing demand longer term. Also, the
millennial generation is moving into their prime home-buying years as they form households just as many
retirement age homeowners from the “baby boom” generation may be likely to take advantage of improved
housing market conditions in order to sell their existing residences and retire in new areas of the country or
purchase smaller homes.
• Pent-up demand from supply shortages. Supplies of single-family homes for sale remain relatively scarce,
particularly at the lower-cost end of the spectrum. Single family construction that continues to lag demand and
ongoing decline in residential mobility rates are likely contributors to the low level of supply, according to the
JCHS Report. Additionally, while affordability pressures have eased, the JCHS Report notes this issue remains
widespread, a long-term trend which has not been solved, and has been exacerbated by the COVID-19
pandemic. Canada is faced with similar challenges with Statistics Canada noting more than 5% or more than
700,000 households are in housing that is not suitable for their needs and nearly 20% of households do not
report being satisfied with their housing. Should these supply constraints be remedied, we believe the real estate
industry would see a substantial benefit.
8
Notable Real Estate Trends. Notable trends impacting residential real estate brokers and agents include:
• Almost 90% of all U.S. homebuyers and sellers use an agent – About 88% of sellers and purchasers were
represented by a real estate agent in 2020, according to NAR data. These figures have climbed over the last
decade and a half—a period of time during which technology has materially changed the typical home-buying or
selling transaction:
Percentage of Home Buyers and Sellers Using an Agent
Source: NAR Profile of Home Buyers and Sellers
• Competition for agents and listings remains fierce – Competition for agents and listings has always been
fierce, and today is no different—especially highly productive agents. Franchisors and brokers are continually
refining and fine-tuning their economic models in order to craft what they believe to be the most compelling value
proposition in order to attract and retain the most productive agents and to capture consumer listings. The year
2020 remained heated in this regard as many well-financed competitors continued to offer a wide variety of
business models. See Competition for additional discussion.
•
The importance of technology continues to increase – We believe industry market participants will continue
to focus on technology investments as evidenced by increased capital flowing into the industry. We believe
mobile platforms, artificial intelligence and predictive analytics are increasingly becoming a point of focus as the
industry looks to use technology to simplify and streamline the process of lead cultivation and completing
transactions. In response, many established brokers are favoring proprietary technology as opposed to
purchasing it from third parties.
• Competitive new business models increase amid high level of investment in new residential real estate
strategies – While the majority of home buyers and sellers still use agents, the number of alternate business
models continues to expand, including iBuyers, discounters and technology driven platforms. Furthermore,
investments into these alternate models, continues to increase. This trend has continued as investors are looking
to make more aspects of the real estate industry digital. The COVID-19 pandemic has accelerated the focus on
alternative web-based platforms and other new competitive residential real estate strategies.
The Long-Term Value Proposition for Real Estate Brokerage Services. We believe the traditional agent-assisted
business model, especially those supported by professional and highly productive agents, compares favorably to
alternative models of the residential brokerage industry. We believe full-service brokerages are best suited to address
many of the key characteristics of real estate transactions, including:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
the complexity and large monetary value involved in home sale transactions,
the infrequency of home sale transactions,
the high price variability in the home market,
the intimate local knowledge necessary to advise clients in a fiduciary capacity in general and as it relates to
unique neighborhood characteristics,
the unique nature of each particular home, and
the consumer’s need for a high degree of personalized advice and support in light of these factors.
For these reasons, we believe that consumers will continue to favor the full-service agent model for residential real estate
transactions. In addition, although listings are available for viewing on a wide variety of real estate websites, we believe an
agent’s local market expertise provides the ability to better understand the inventory of for-sale homes and the interests of
9
potential buyers. This knowledge allows the agent to customize the pool of potential homes they show to a buyer, as well
as help sellers to present their home professionally to best attract potential buyers.
The Long-Term Value Proposition for Mortgage Brokerage Services. Likewise, we believe mortgage brokers provide
choice and a valuable “concierge” service for consumers. Mortgage brokers are familiar with the latest loan programs and
choices available through various wholesale lenders. A professional mortgage broker can introduce consumers to loan
programs from several lenders, providing choice and information that consumers may be unlikely to locate on their own. In
2020, the percentage of mortgage originations handled by mortgage brokerages continued to grow but remained below
average historical levels, which we believe shows potential for continued growth in the mortgage brokerage channel. As
interest rates fell to historic lows in 2020, refinance volumes across the mortgage industry and within the mortgage
brokerage channel soared. As demand for refinance activity wanes in 2021, increased demand in purchase originations
could occur given the potential for strong housing demand, which we believe would benefit the mortgage brokerage
channel.
Total Mortgage Originations
Source: Inside Mortgage Finance Publications, Inc. Copyright © 2021 Used with permission.
Purchase-money mortgage originations (loans that arise during the purchase of a property) correlate to the overall
number of home sales and home prices. Home purchases are driven primarily by the buyer’s personal and professional
circumstances, whereas refinances depend mainly upon interest rates.
According to Federal Home Loan Mortgage Corporation (known as “Freddie Mac”), purchase-money originations are
expected to increase gradually in the next few years. As compared to competitors, Motto has a significantly higher ratio of
purchase-money mortgage originations to refinances. We believe that the expected increase in purchase-money
originations could provide a growth opportunity for Motto franchisees.
10
Purchase Mortgage Originations
Our Franchise Model and Offering
Introduction to Franchising. Franchising is a distributed model for licensing the use of the franchisor’s brand and
technology, tools, and training. In return, the franchisee retains ownership and sole responsibility for the local business
and its risks, and therefore a substantial portion of the profits it generates. The successful franchisor provides its
franchisees: i) a unique product or service offering; ii) a distinctive brand name, and, as the system gains market share,
the favorable consumer recognition that brand comes to symbolize; and iii) technology, tools and training to help
franchisees operate their business effectively, efficiently and successfully. Because franchising involves principally the
development and licensing of intellectual property, and the costs of retail space and employees are borne by the individual
unit owner, it has a low fixed-cost structure typified by high gross margins, allowing the franchisor to focus on innovation,
franchisee training and support, and marketing to grow brand reputation.
How Brokerages Make Money. Residential real estate brokerages typically realize revenue by charging a commission
based on a percentage of the price of the home sold and/or by charging their agents, who are independent contractors,
fees for services rendered. The real estate brokerage industry generally benefits in periods of rising home prices and
transaction activity (with the number of licensed real estate agents generally increasing during such periods) and is
typically adversely impacted in periods of falling prices and home sale transactions (with the number of licensed real
estate agents generally decreasing during such periods).
Residential mortgage brokerages typically realize revenue by charging fees for their service, which are based on a
percentage of the mortgage loan amount. The mortgage brokerage industry generally benefits from periods of increasing
home sales activity and rising home prices, as this generally results in increased purchase-money mortgage originations
and periods when homeowners refinance to take advantage of lower interest rates. The mortgage brokerage industry is
usually adversely impacted in periods of decreasing home sales activity, as this results in fewer purchase-money
mortgage originations, and periods of less favorable interest rates, making homeowners less likely to refinance.
The RE/MAX “Agent-Centric” Franchise Offering. We believe that our “agent-centric” approach is a compelling offering
in the real estate brokerage industry, and it enables us to attract and retain highly productive agents and motivated
franchisees to our network and drive growth in our business and profitability. Our model maximizes our agents’
productivity by providing the following combination of benefits to our franchisees and agents:
• High Agent Commission Split and Low Franchise Fees. The RE/MAX high commission split concept is a
cornerstone of our model and, although not unique, differentiates us in the industry. That differentiation is most
evident when our brand advantages and services are factored in as part of the concept. We recommend to our
franchisees an agent-favorable commission split of 95%/5%, in exchange for the agent paying fixed fees to share
the overhead and other costs of the brokerage. This model allows high-producing agents to earn a higher
commission compared to traditional brokerages where the broker often takes 20% to 40% of the agent’s
commission, and it provides brokers with the resources to offer key services and support to their agents.
• Affiliation with the Leading Brand in Residential Real Estate. With number one market share in the U.S. and
Canada combined as measured by total residential transaction sides completed by RE/MAX agents, and leading
unaided brand awareness in the U.S. and Canada, according to a consumer study by MMR Strategy Group, we
reinforce brand awareness through marketing and advertising campaigns that are supported by our franchisees’
and agents’ local marketing.
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• Entrepreneurial, High-Performance Culture. Our brand and the economics of our model generally attract driven,
professional, entrepreneurially minded franchisees, and we allow them autonomy to run their businesses
independently, including the freedom to set commission rates and oversee local advertising aligned with
RE/MAX standards.
• Powerful Technology and Marketing Tools. We believe we offer industry-leading technology, which is highlighted
by our proprietary booj Platform, First mobile app, and our enhanced consumer facing app and remax.com
website supplemented by Gadberry data. The highly customized booj Platform integrates a suite of digital
products that empower high-producing agents, brokers and teams to proactively establish, manage and grow
client relationships. With Customer Relationship Management (“CRM”) at the core of this ecosystem, the booj
Platform utilizes deal management and lead cultivation tools to streamline the work of agents from lead
generation to post-close nurturing and beyond, while integrating key partnerships that are widely adopted across
the industry. The First mobile app leverages data science, machine learning and human interaction to help real
estate professionals better leverage the value of their personal network. The 2020 acquisition of Gadberry
secured key data for our platforms and created additional revenue opportunities for sales outside our traditional
customer base, synergizing existing RE/MAX data with Gadberry data to create new data products.
• RE/MAX University® Training Programs. RE/MAX University offers on-demand access to industry information
and advanced training in areas such as distressed properties, luxury properties, senior clients, buyer agency and
many other specialty areas of real estate.
• RE/MAX Marketing and Promotion. We believe the widespread recognition of the RE/MAX brand and our iconic
red, white and blue RE/MAX hot air balloon logo and property signs is a key aspect of our value proposition to
agents and franchisees. Representing the majority of our Marketing Funds activities, a variety of advertising,
marketing and promotion programs build our brand and generate leads for our agents, including leading websites
such as remax.com, advertising campaigns using television, digital marketing, social media, print, billboards and
signs, and appearances of the well-known RE/MAX hot air balloon.
Event-based marketing programs, sponsorships, sporting activities and other similar functions also promote our
brand. These include our support, since 1992, for Children's Miracle Network Hospitals® in the U.S. and
Children's Miracle Network® in Canada, to help sick and injured children. Through the Miracle Home® program,
participating RE/MAX agents donate to Children's Miracle Network Hospitals once a home sale transaction is
complete.
Our franchisees and their agents fund nearly all of the advertising, marketing and promotion supporting the
RE/MAX brand, which, in the U.S. and Canada, occurs primarily on two levels:
• Marketing Fund Regional, Pan-Regional and Local Marketing Campaigns. Funds are collected from
franchisees by our Marketing Funds entities in Company-Owned Regions to support both regional and
pan-regional marketing campaigns to build brand awareness and to support the Company’s agent and
broker technology. The use of the fund balances is restricted by the terms of our franchise agreements.
Independent Regions may contribute to national or pan-regional creative and/or media campaigns to
achieve economies of scale in the purchase of advertising but are generally responsible for any regional
advertising in their respective areas.
• Agent Sponsored Local Campaigns. Our franchisees and agents engage in extensive promotional
efforts within their local markets to attract customers and drive agent and brand awareness locally.
These programs are subject to our brand guidelines and quality standards for use of the RE/MAX
brand, but we allow our franchisees and agents substantial flexibility to create advertising, marketing
and promotion programs that are tailored to local market conditions.
RE/MAX Four-Tier Franchise Structure. RE/MAX is a 100% franchised business, with all of the RE/MAX branded
brokerage office locations being operated by franchisees. We franchise directly in the U.S. and Canada, in what we call
“Company-Owned Regions.” Brokerage offices, in turn, enter into independent contractor relationships with real estate
sales agents who represent real estate buyers and sellers. In the early years of our expansion in the U.S. and Canada, we
sold regional franchise rights to independent owners for certain geographic regions (“Independent Regions”), pursuant to
which those Independent Regions have the exclusive right to sell franchises in those regions. We have pursued a strategy
to acquire those regional franchise rights from Independent Regions in the U.S. and Canada.
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The following depicts our franchise structure and the location of our Company-Owned versus Independent Regions:
Tier
Description
Services
Franchisor
(RE/MAX, LLC)
Owns the right to the RE/MAX brand and sells franchises and
franchising rights.
Independent
Regional
Franchise
Owner
Owns rights to sell brokerage franchises in a specified region.
Typically, 20-year agreement with up to three renewal options.
RE/MAX, LLC franchises directly in Company-Owned Regions,
in the rest of the U.S. and Canada.
Franchisee
(Broker-Owner)
Operates a RE/MAX-branded brokerage office, lists properties
and recruits agents.
Typically, 5-year agreement.
• Brand
• Technology
• Marketing
• Training & tools
• Local Services
• Regional Advertising
• Franchise Sales
In Company-Owned Regions in the U.S.
and Canada, RE/MAX, LLC performs
these services.
• Office Infrastructure
• Sales Tools / Management
• Development & Coaching
• Broker of Record
Agent
Branded independent contractors who operate out of local
franchise brokerage offices.
• Represents real estate buyer or seller
• Typically sets own commission rate
Company-Owned
Independent
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In general, the franchisees (or broker-owners) do not receive an exclusive territory in the U.S. except under certain limited
circumstances. Prior to opening an office, a franchisee or principal owner is required to attend a four- to five-day training
program at our global headquarters.
The Motto Mortgage Franchise Offering. Through our Motto business, we are a mortgage brokerage franchisor, not a
lender or mortgage brokerage. Our franchisees are brokers, not lenders, and so neither we nor our franchisees fund or
service any loans. As a franchisor, we help our Motto franchisees establish independent mortgage brokerage companies,
with a model designed to comply with complex regulations, essentially providing a "mortgage brokerage in a box". This
model not only creates an ancillary business opportunity for current real estate brokerage firms, but also offers
opportunities for mortgage professionals seeking to open their own businesses and other independent investors
interested in financial services. The Motto Mortgage model offers value to our franchisees by offering:
• Setup Guidance. We guide owners through every step of the setup process.
• Compliance, Training, and Support. We provide robust compliance support, including examination assistance
and a system built with transparency in mind. To help each franchise owner, we provide support structures that
allow them to spend their time getting more business.
• Access to multiple lenders. Motto Mortgage franchisees work with a pre-vetted group of wholesale lenders to
streamline the shopping process and to provide customers with competitive choices.
• Technology. We’ve seamlessly integrated industry leading systems into one, time-saving technological
ecosystem including best in class mortgage origination, CRM and marketing platforms. The 2020 acquisition of
wemlo combined third-party loan processing capabilities with an all-in-one digital platform.
• Franchising Expertise. As a member of a family of companies with over 45 years of franchising experience, we
provide best practices to franchisees.
Our Motto Mortgage brokerage franchisor, Motto Franchising, LLC, offers seven-year agreements with franchisees. Motto
sells franchises directly throughout the U.S. as there are no regional franchise rights in the Motto system. Our customers
are both RE/MAX and non-RE/MAX real estate brokers, real estate professionals, independent mortgage professionals
and other investors seeking access to the mortgage brokerage business. We are also in the early stages of offering
supplemental franchising models in which Motto offers brokers with an existing Motto franchise the ability to expand their
physical and/or virtual presence for a reduced contractual fee (aka “Branchise”). The aim of these new models is to give
franchisees the flexibility to expand their business to places where it would not have been feasible to support a full
additional franchise while keeping offices compliant with state branch regulations. These alternative models are not
14
included in our count of open Motto offices. There are not presently any other national mortgage brokerage franchisors in
the U.S.
Financial Model
As a franchisor, we maintain a low fixed-cost structure. In addition, our stable, fee-based model derives a majority of our
revenue from recurring fees paid by our RE/MAX and Motto franchisees, RE/MAX Independent Region franchise owners
and RE/MAX agents. This combination helps us drive significant operating leverage through incremental revenue growth,
yielding healthy margins and significant cash flow. In response to the COVID-19 pandemic, during the second quarter we
offered our RE/MAX franchisees in Company-Owned Regions in the U.S. and Canada and our Motto Mortgage
franchisees temporary financial relief options to support their businesses, which resulted in reductions of Continuing
franchise fees and Marketing Funds fees of $7.0 million and $4.9 million in the second quarter, respectively. See “Item
7.—Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion.
(1) Revenue (less Marketing Funds fees) and Adjusted EBITDA are non-GAAP measures of financial performance that differ from U.S.
Generally Accepted Accounting Principles. Revenue (less Marketing Fund fees) is calculated directly from our consolidated financial
statements as Total revenue less Marketing Funds Fees. See “Item 7.—Management’s Discussion and Analysis of Financial
Condition and Results of Operations” for further discussion of Adjusted EBITDA and a reconciliation of the differences between
Adjusted EBITDA and net income.
(2) Excludes adjustments attributable to the non-controlling interest. See "Corporate Structure and Ownership” below.
15
The chart below illustrates our consolidated revenue streams excluding the Marketing Funds.
Holdings Revenue Streams as Percentage of 2020 Total Revenue
Segment Revenue Streams.
We have three reportable segments: Real Estate, Mortgage and Marketing Funds. Real Estate comprises our real estate
brokerage franchising operations under the RE/MAX brand name, corporate-wide shared services expenses and
Gadberry. Mortgage is comprised of our mortgage brokerage franchising operations under the Motto Mortgage brand
name and wemlo mortgage loan processing. Marketing Funds represents our marketing campaigns designed to build and
maintain brand awareness and the development and operation of agent marketing technology. Other contains the
operations of booj’s legacy business, which is not a reportable segment due to quantitative insignificance which we expect
to continue to decline over time as booj’s legacy customers leave. See Note 17 for additional information about segment
reporting. We evaluate the operating results of our segments based on 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”). Please see Note 17, Segment Information, for further disclosures about segments and
descriptions of Adjusted EBITDA.
Real Estate
The amount of the various fee types will vary significantly depending on whether coming from Company-Owned Regions,
Independent Regions, or Global Regions, with the greatest amounts in Company-Owned Regions. See discussion of
revenue per agent below.
Continuing Franchise Fees. Continuing franchise fees are fixed contractual fees paid monthly by regional franchise
owners in Independent Regions or franchisees in Company-Owned Regions based on the number of RE/MAX agents in
the respective franchised.
Annual Dues. Annual dues are a fixed membership fee paid annually by RE/MAX agents directly to us to be a part of the
network and to use the RE/MAX brand. Annual dues are a flat fee per agent.
16
Broker Fees. Broker fees are assessed against real estate commissions paid by customers when a RE/MAX agent sells a
property. Generally, the amount paid to us is 1% of the total commission on the transaction, although the percentage can
vary based on the specific terms of the broker fee agreement and in certain locations (mainly Canada and Texas) is
capped at a certain level of commissions, and in Independent Regions in Canada is not charged. The amount of
commission collected by brokers is based primarily on the sales volume of RE/MAX agents, home sale prices in such
sales and real estate commissions earned by agents on these transactions. Broker fees, therefore, vary based upon the
overall health of the real estate industry and the volume of existing home sales. Additionally, agents who were in
Company-Owned Regions prior to 2004, the year we began assessing broker fees, are generally “grandfathered” and
continue to be exempt from paying a broker fee. As of December 31, 2020, grandfathered agents represented
approximately 16% of total agents in U.S. Company-Owned Regions. We expect that over time, exempt agents will be
replaced by new agents who will pay broker fees, which will have a positive impact on our broker fee revenue
independent of changes in agent count, sales volume and home sale prices.
Franchise Sales and Other Revenue. Franchise sales and other revenue primarily consists of:
• Franchise Sales. Revenue from sales and renewals of individual franchises in RE/MAX Company-Owned
Regions, Independent Regions, as well as RE/MAX regional and country master franchises for Independent
Regions in global markets outside of North America (“Global Regions”). We receive only a portion of the revenue
from the sales and renewals of individual franchises from Independent and Global Regions. The franchise sale
initial fees and commissions related to franchise sales are recognized over the contractual term of the franchise
agreement.
• Other Revenue. Revenue from (a) preferred marketing arrangements and approved supplier programs with such
revenue being either a flat fee or a percentage of revenue from products and services sold to RE/MAX agents),
(b) event-based revenue from training and conventions, including our RE/MAX annual convention, and
(c) technology and data subscription revenue such as for Gadberry and the First app.
Revenue per Agent in Owned versus Independent RE/MAX Regions. We receive a higher amount of revenue per agent in
our Company-Owned Regions than in our Independent Regions in the U.S. and Canada, and more in Independent
Regions in the U.S. and Canada than in Global Regions. We receive the entire amount of the continuing franchise fee,
broker fee and initial franchise and renewal fee in Company-Owned Regions, whereas we receive only a portion of these
fees in Independent Regions. We generally receive 15%, 20% or 30% of the amount of such fees in Independent
Regions, which is a fixed rate in each particular Independent Region established by the terms of the applicable regional
franchise agreement. We base our continuing franchise fees, agent dues and broker fees outside the U.S. and Canada on
the same structure as our Independent Regions, except that the aggregate level of such fees is substantially lower in
these markets. For the year, the average annual revenue per agent was as follows:
(1) Annual dues are currently a flat fee of US$410/CA$410 per agent annually for our U.S. and Canadian agents. The average per
agent for the year ended December 31, 2020 in both Independent Regions and Company-Owned Regions reflects the impact of
foreign currency movements related to revenue received from Canadian agents. The ratio of Canadian agents to U.S. agents in
Independent Regions has increased as a result of U.S. Independent Region acquisitions.
17
Mortgage
Our revenue is derived from continuing franchise fees and franchise sales.
• Continuing Franchise Fees. Fixed contractual fees paid monthly by Motto franchisees. The monthly fees paid by
the brokers are initially discounted and it takes approximately 12 to 14 months after the sale of a Motto franchise
for a franchisee to ramp up to paying a full set of monthly fees. Motto franchisees do not pay any fees based on
the number or dollar value of loans brokered.
•
Franchise Sales. Revenue from sales and renewals of individual Motto franchises. The franchise sale initial fees
and commissions related to franchise sales are recognized over the contractual term of the franchise
agreement.
• Other Revenue. Revenue from mortgage loan processing.
Marketing Funds
Our revenue is derived from marketing fund fees, which are fixed contractual fees paid primarily by franchisees in
Company-Owned Regions based on the number of RE/MAX agents in the respective franchise, with smaller contributions
by Independent region owners.
Value Creation and Growth Strategy
As a franchisor, we generate favorable margins and healthy amounts of cash flow, which facilitate our value creation and
growth strategy. As a leading franchisor in the residential real estate industry in the U.S., Canada and globally, we create
shareholder value by:
a) growing organically by building on our network of over 8,000 RE/MAX franchisees and 135,000 agents and our
network of over 125 open Motto mortgage brokerage franchises;
b) catalyzing growth by reacquiring regional RE/MAX franchise rights and acquiring other businesses
complementary to our RE/MAX and Motto franchises; and
c)
returning capital to shareholders.
Organic Growth. We believe we have multiple opportunities to grow organically, including principally through: a) RE/MAX
agent count growth in Owned Regions; b) pricing; c) increases in agent productivity and higher home prices; d) agent
count growth in Global and Independent Regions and e) RE/MAX and Motto franchise sales. Other potential organic
growth opportunities include monetizing our First, Gadberry and wemlo technology offerings and developing our approved
supplier relationships to drive additional revenue.
RE/MAX Agent Count Growth. With respect to RE/MAX agent count growth, we experienced agent losses during the
downturn starting in 2007/2008, but we returned to a period of net global agent growth in 2012 and our total year-over-
year growth in agent count continued from 2013 through 2020.
RE/MAX Agent Count
Number of Agents at Quarter-End (1)
(1) When we acquire an Independent Region, agents in that region are moved from the Independent Region agent count to the
Company-Owned Region agent count during the quarter of the acquisition.
18
RE/MAX Agent Count Year-Over-Year Growth Rate by Geography
From time to time we use recruitment programs to increase agent count growth, including some that incentivize
recruitment through temporary waivers of fees for new agents. We also focus on initiatives designed to improve the value
proposition offered to both franchisees and agents, which we believe will help recruiting and retention. Two key initiatives
are:
•
Technology. We continue to develop the powerful booj Platform, which is a custom-built, integrated platform with
products that interact and evolve with one another. With CRM at the core of this ecosystem, the booj Platform is
a holistic real estate technology solution that allows agents to be more strategic in their interactions with current
transactions and new potential business, with the goal of improving our agents’ productivity. In addition, we will
continue to focus on enhancing and investing in the booj technology and evaluating complementary technology
through partnerships or smaller acquisitions. Providing the best online and offline experience for RE/MAX and
Motto affiliates and consumers is one of our primary strategic technology goals and we expect to continue to
invest meaningfully in technology as we seek to enhance our overall value proposition, as with the acquisitions of
First, Gadberry and wemlo.
• Agent Count Growth and Retention. We continue to reinforce our growth culture through the continued execution
of our recruiting and retention strategy. This strategy includes quarterly growth initiatives, playbooks, incentives,
coaching and accountability. We believe our franchisee base is reinvigorated and focused on growth. Heading
into 2021, we plan to continue to expand our recruiting and retention initiatives and incorporate other direct
contact opportunities (such as the RE/MAX annual agent convention, speaking tours, and other company events
both in virtual and in-person formats) at various times throughout 2021, as the recovery from the COVID-19
pandemic allows.
Pricing. Given the low fixed infrastructure cost of our RE/MAX franchise model, modest increases in aggregate fees per
agent should positively affect our profitability. We may occasionally increase our aggregate fees per agent in our
Company-Owned Regions as we enhance the value we offer to our network. We are judicious with respect to the timing
and amount of increases in aggregate fees per agent and our strategic focus remains on growing agent count through
franchise sales, recruiting programs and retention initiatives. Following are the annualized average price increases for the
previous five years, reflected in the year in which the increase was effective.
Continuing Franchise Fees
Company-Owned Regions - U.S. . . . . . . . .
Company-Owned Regions - Canada . . . . . .
Annual Dues
Company-Owned Regions - U.S. . . . . . . . .
Company-Owned Regions - Canada . . . . . .
2016
2017
2018
2019
2020
3.9%
1.9%
—
—
—
1.9%
2.5%
2.5%
—
—
—
—
—
—
—
—
—
—
—
—
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We recently announced an average price increase of 3.8% in continuing franchise fees in our U.S. Company-Owned
regions beginning on April 1, 2021, with the exception of New York state which will become effective July 1, 2021.
Organic Growth from Global Regions. We have a growing global presence with our agent count outside the U.S. and
Canada growing almost 16% in 2020 and 34% over the past two years combined and now surpasses 50,000 agents.
Over the last two decades, the size of the RE/MAX network outside of the U.S. and Canada has grown to represent
approximately a third of total RE/MAX agent count. However, we earn substantially more of our revenue in the U.S. than
in other countries as a result of the higher average revenue per agent earned in Company-owned Regions than in
Independent Regions, and in the U.S. and Canada as compared to the rest of the world. In regions where the booj
Platform would not be included with our core technology offerings to franchisees, we believe offering the booj Platform
internationally is another long-term growth opportunity.
RE/MAX Agents by Geography
As of Year-end 2020
RE/MAX Revenue by Geography (a)
Percent of 2020 Revenue
(a) Excludes revenues from the Marketing Funds, Mortgage and booj.
RE/MAX and Motto Franchise Sales. We intend to continue adding franchises in new and existing markets, and as a
result, increase our global market share and brand awareness. Each incremental franchise leverages our existing
infrastructure, allowing us to drive additional revenue at little incremental cost. We are committed to reinvesting in the
business to enhance our value proposition through a range of new and existing programs and tools.
Growth Catalysts through Acquisitions. We intend to continue to pursue acquisitions of the regional RE/MAX franchise
rights in a number of Independent Regions, as well as other acquisitions in related areas that build on or support our core
competencies in franchising and real estate and are complementary to our RE/MAX and Motto businesses.
Independent Region Acquisitions. The acquisition of an Independent Region franchise substantially increases our revenue
per agent and provides an opportunity for us to enhance profitability, as we receive a higher amount of revenue per agent
in our Company-Owned Regions than in our Independent Regions. While both Company-Owned Regions and
Independent Regions charge relatively similar fees to their brokerages and agents, we only receive a percentage of the
continuing franchise fee, broker fee and initial franchise and renewal fee in Independent Regions. By acquiring regional
franchise rights, we can capture 100% of these fees and substantially increase the average revenue per agent for agents
in the acquired region, which, as a result of our low fixed-cost structure, further increases our overall margins. In addition,
we believe we can establish operational efficiencies and improvements in financial performance of an acquired region by
leveraging our existing infrastructure and experience.
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Flow through Independent Regions
Other Acquisitions. We may pursue other acquisitions, either of other brands, or of other businesses related to our core
competencies of real estate, mortgage and franchising that we believe can help enhance the value proposition that we
provide to our affiliates and can diversify and enhance our revenue and growth opportunities.
Return of Capital to Shareholders. We are committed to returning capital to shareholders as part of our value creation
strategy. We have paid quarterly dividends since the completion of our first full fiscal quarter as a publicly traded
company, or April of 2014. We have annually increased our quarterly dividends since then, as we have deemed
appropriate. On February 17, 2021, our Board of Directors announced a quarterly dividend of $0.23 per share.
Quarterly Dividends
Our disciplined approach to allocating capital allows us to return capital to shareholders while investing to drive future
organic growth and catalyzing growth through acquisitions.
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Competition
RE/MAX. The residential real estate brokerage business is fragmented and highly competitive. We compete against many
different types of competitors - traditional real estate brokerages; non-traditional real estate brokerages, including some
that offer deeply discounted commissions to consumers, and other newer entrants, including iBuyers. We compete in
different ways for franchisees, for agents, and for consumers.
The majority of brokerages are independent, with the best-known being regional players. At the individual office level,
oftentimes our most formidable competition is that of a local, independent brokerage. Brokerages affiliated with franchises
tend to be larger, on average, than independents and are part of a national network. Our largest national competitors in
the U.S. and Canada include the brands operated by Realogy Holdings Corp. (including Century 21, Coldwell Banker,
ERA, Sotheby’s and Better Homes and Gardens), Berkshire Hathaway Home Services, Keller Williams Realty, Inc. and
Royal LePage. Our franchisees also compete to attract and retain agents against real estate franchisors which offer 100%
commissions and low fees to agents. These competitors include HomeSmart and Realty ONE Group.
We also compete against non-traditional real estate brokerages in the U.S. and Canada such as Redfin that offer deeply
discounted commissions to consumers. Even among competitors with traditional models, there are variations such as the
“hybrid” classification of Compass (a national bricks-and-mortar brokerage focusing on technology and funded by venture
capital), and the virtual brokerage (no brokerage offices) platform of eXp Realty.
Our efforts to target consumers and connect them with a RE/MAX agent via our websites also face competition from
major real estate portals, such as Zillow and Realtor.com.
We also compete for home sales against newer entrants, often referred to as iBuyers, which offer to buy homes directly
from homeowners, often at below-market rates, in exchange for speed and convenience, and then resell them shortly
thereafter at market prices. Our largest national competitors in the U.S. in this category include Opendoor, Zillow,
Offerpad, and Redfin. Some traditional brokerages have begun to adapt to iBuyers by either partnering their agents with
an iBuyer directly or by launching their own iBuyer program. Although several iBuyers paused their home purchases in the
early months of the COVID-19 pandemic, their activity has since resumed. Agents most often interact with iBuyers by
evaluating iBuyer offers for home sellers (comparing to what the seller might receive by selling their home on the MLS),
referring home sellers to an iBuyer for a referral fee or listing homes that are owned by iBuyers.
Likewise, the support services we provide to RE/MAX franchisees and agents also face competition from various
providers of training, back office management, marketing, social integration and lead generation services. We believe that
competition in the real estate brokerage franchise business is based principally upon the reputational strength of the
brand, the quality of the services offered to franchisees, and the amount of franchise-related fees to be paid by
franchisees.
The ability of our franchisees to compete with other real estate brokerages, both franchised and unaffiliated, is an
important aspect of our growth strategy. A franchisee’s ability to compete may be affected by a variety of factors, including
the number and quality of the franchisee’s independent agents and the presence and market span of the franchisee’s
offices. A franchisee’s success may also be affected by general, regional and local housing conditions, as well as overall
economic conditions.
Motto. Motto does not originate loans, and therefore does not compete in the mortgage origination business. The
mortgage origination business in which Motto franchisees participate is highly competitive and competition for talented
loan originators and loan processors has increased as a result of the current falling interest rate environment in the U.S.
While there are no national mortgage brokerage franchisors in the United States at the present time other than Motto, the
mortgage origination business is characterized by a variety of business models. While real estate brokerage owners are
our core market for the purchase of Motto franchises, such owners may form independent, non-franchised mortgage
brokerages or correspondent lenders. They may enter into joint ventures with lenders for mortgage originations, and they
may elect not to enter the mortgage origination business themselves, but instead earn revenue from providing marketing
and other services to mortgage lenders.
Intellectual Property
We regard our RE/MAX trademark, balloon logo and yard sign design trademarks as having significant value and as being
important factors in the marketing of our brand. We protect the RE/MAX and Motto brands through a combination of
trademarks and copyrights. We have registered “RE/MAX” as a trademark in the U.S., Canada, and over 150 other
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countries and territories, and have registered various versions of the RE/MAX balloon logo and real estate yard sign
design in numerous countries and territories as well. We also are the registered holder of a variety of domain names that
include “remax,” “motto,” and similar variations, including addresses that we offer to our Global regions to use as their
primary internet address.
Corporate Structure and Ownership
Holdings is a holding company incorporated in Delaware and its only business is to act as the sole manager of RMCO,
LLC (“RMCO”). In that capacity, Holdings operates and controls all of the business and affairs of RMCO. RMCO is a
holding company that is the direct or indirect parent of all of our operating businesses, including RE/MAX, LLC and Motto
Franchising, LLC. As of December 31, 2020, Holdings owns 59.4% of the common units in RMCO, while RIHI, Inc.
(“RIHI”) owns the remaining 40.6% of common units in RMCO. RIHI, Inc. is majority owned and controlled by David
Liniger, our Chairman and Co-Founder, and by Gail Liniger, our Vice Chair and Co-Founder.
The diagram below depicts our organizational structure:
The holders of Holdings Class A common stock collectively own 100% of the economic interests in Holdings, while RIHI
owns 100% of the outstanding shares of Holdings Class B common stock.
Pursuant to the terms of the Company’s Certificate of Incorporation, RIHI, as holder of all of Holdings’ Class B common
stock is entitled to a number of votes on matters presented to Holdings’ stockholders equal to the number of RMCO
common units that RIHI holds. Through its ownership of the Class B common stock, RIHI holds 40.6% of the voting power
of the Company’s stock as of December 31, 2020. Mr. Liniger also owns Class A common stock with an additional 1.1%
of the voting power of the Company’s stock as of December 31, 2020.
Holdings ownership of RMCO and Tax Receivable Agreements
Holdings has twice acquired significant portions of the ownership in RMCO; first in October 2013 at the time of IPO when
Holdings acquired its initial 11.5 million common units of RMCO and, second, in November and December 2015 when it
acquired 5.2 million additional common units. Holdings issued Class A common stock, which it exchanged for these
common units of RMCO. RIHI then sold the Class A common stock to the market.
When Holdings acquired common units in RMCO, it received a step-up in tax basis on the underlying assets held by
RMCO. The step-up is principally equivalent to the difference between (1) the fair value of the underlying assets on the
date of acquisition of the common units and (2) their tax basis in RMCO, multiplied by the percentage of units acquired.
The majority of the step-up in basis relates to intangible assets, primarily franchise agreements and goodwill, and the
step-up is often substantial. These assets are amortizable under IRS rules and result in deductions on our tax return for
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many years and, consequently, Holdings receives a future tax benefit. These future benefits are reflected within deferred
tax assets on our consolidated balance sheets.
If Holdings acquires additional common units of RMCO from RIHI, the percentage of Holdings’ ownership of RMCO will
increase, and additional deferred tax assets will be created as additional tax basis step-ups occur.
In connection with the initial sale of RMCO common units in October 2013, Holdings entered into Tax Receivable
Agreements (“TRAs”) which require that Holdings make annual payments to the TRA holders equivalent to 85% of any tax
benefits realized on each year’s tax return from the additional tax deductions arising from the step-up in tax basis. We
believe 85% is common for tax receivable agreements. The TRA holders as of December 31, 2020 are RIHI and
Parallaxes Rain Co-Investment, LLC (“Parallaxes”). TRA liabilities were established for the future cash obligations
expected to be paid under the TRAs and are not discounted. Similar to the deferred tax assets, the TRA liabilities would
increase if Holdings acquires additional common units of RMCO from RIHI. The deferred tax assets and related TRA
liabilities are valued, in part, based on the enacted U.S. and state corporate tax rates. The Tax Cut and Jobs Act
enactment in December 2017 substantially reduced the value of both due to a decrease in the U.S. corporate tax rate
from 35% to 21%. President Biden’s campaign proposals included increasing the U.S. corporate tax rate from 21% to
28%. The outcome of the January Senate elections in Georgia, which has given the Democratic party effective control of
the Senate, substantially increases the possibility of such a tax increase. If tax rates are increased, the Company’s tax
expense would increase prospectively and the value of our deferred tax assets would go up substantially, as would the
value of the TRA liabilities and related payments to be made thereunder.
Human Capital Management
The majority of our 545 full-time employees are located in Denver, Colorado, with the remainder spread throughout the
U.S. and Canada. Approximately 39% of our employees directly support technology. Our sales and franchise
development employees represent 26% of our workforce across both of our franchising brands. Marketing, training and
events staff represent 14% of our employees. Finally, our shared services team accounts for the remaining 21% of our
staff. As a franchisor, we refer to ourselves as “A business that builds businesses,” and our franchisees are all
independently operated. Their employees and independent contractor agents are therefore not included in our employee
count. None of our employees are represented by a union.
When searching for new employees, we look for bright, forward-thinking individuals who want to help entrepreneurs build
their businesses. Our mission is to deliver the best experience in everything real estate; our vision, to be the global real
estate leader – the ultimate destination for professionals and consumers. To achieve this, we hire individuals who reflect
our M.O.R.E. core values:
• Deliver to the Max. You stay hungry and are never satisfied, pushing yourself to maximum heights. You bring
maximum energy and enthusiasm to everything you do, moving the ball forward as far as you can. You actively learn,
listen, improve and evolve. Your growth never stops.
• Customer Obsessed. You put customers first, obsessing on their needs and exceeding their expectations. You know
the company is built on relationships, and you’re serious about maintaining them. You think big, delivering a service
that is far beyond the norm.
• Do the Right Thing. You act with integrity, honesty and transparency, every day. You hold yourself to a higher
standard in performance, ethics, accountability and decision quality. You own your actions and outcomes, taking
smart risks with confidence and decisiveness while keeping an enterprise perspective.
•
Together Everybody Wins. You collaborate and communicate, contributing to an environment in which everybody
wins. You lead by example, helping others develop their talents and reach their goals. You show gratitude and
respect. Everybody’s voice matters. You strive to use resources efficiently, for everybody’s greater good.
Employee wellness and engagement. The safety of our employees is a top priority. At the onset of the COVID-19
pandemic, we effectively transitioned to a remote working strategy and continue that today, with only those employees
whose duties are facility-dependent coming into our facilities on a limited basis. Our previous investments in technology
made the transition relatively free from disruption. We have continued to invest in new collaboration tools and technology
to allow our workforce to effectively work remotely well into the future.
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We conduct regular confidential surveys of our employees to determine employee satisfaction and to identify areas of
employee engagement that require management attention. Two fundamental questions that senior leadership weighs
heavily and their results compared to U.S. national averages (per our engagement survey vendor) are as follows:
Leadership compensation and retention. Our philosophy is that compensation should aim to align the goals of
management with the interests of the Company and its stockholders and attract and retain talented people with the skills
to help the Company achieve its goals. Toward these ends, we seek to provide a competitive level of compensation that
balances rewards for both short-term performance and longer-term value creation, promotes accountability, incentivizes
and rewards both corporate and individual performance without encouraging imprudent risk taking. This philosophy drives
all aspects of officer compensation, including our base pay guidelines, annual incentive, and grants of long-term equity-
based compensation awards. A substantial portion of each of our executive officer’s compensation is at risk. Annual
succession planning for senior leadership is overseen by our Board of Directors, including development plans for the next
level of our senior leaders. Annual talent reviews focus on both high performers as well as those with high potential to
keep our pipeline of tomorrow’s leaders full.
Diversity and inclusion. As a franchisor, human capital development and opportunity are foundational elements of our
business model. Diversity and inclusion permeates our networks as we offer motivated entrepreneurs in over
110 countries and territories the opportunity to be successful small business owners in real estate. Moreover, we have
been a leader in expanding opportunities for women within real estate since our founding almost 50 years ago. In our
early days, one of the keys to our initial success was an intentional decision to target women to join our RE/MAX network
as real estate agents, which helped create professional opportunities for women in a persistently male-dominated industry
at the time. Through the years, we have made leadership opportunities for women a priority within our organization. For
example, in the history of the Company, two of our five CEOs were women, and today, two of our five executive officers
and five of our 12 board members are female. Globally, approximately 46% of our RE/MAX franchises have at least one
female owner and 52% of our agents are women, as of December 31, 2020. We have an ongoing commitment to diversity
and inclusion and continue to expand our efforts around this important topic. To ensure our affiliates as well as our
employees are informed, educated and engaged, we infuse education on diversity and inclusion at key Company events
and routinely promote available educational resources. RE/MAX has partnered with multiple industry advocacy groups
that promote diversity and equality in homeownership. These partnerships include providing financial support in their
efforts, participating in panel discussions at their events, attending national and chapter educational sessions, and much
more.
Seasonality
The residential housing market is seasonal, with transactional activity in the U.S. and Canada typically peaking in the
second and third quarter of each year. Our results of operations are somewhat affected by these seasonal trends. Our
Adjusted EBITDA margins are often lower in the first and fourth quarters due primarily to the impact of lower broker fees
and other revenue as a result of lower overall sales volume, as well as higher selling, operating and administrative
expenses in the first quarter for expenses incurred in connection with the RE/MAX annual convention.
Government Regulation
Franchise Regulation. The sale of franchises is regulated by various state laws, as well as by the Federal Trade
Commission (“FTC”). The FTC requires that franchisors make extensive disclosures to prospective franchisees but does
not require registration. A number of states require registration or disclosure by franchisors in connection with franchise
offers and sales. Several states also have “franchise relationship laws” or “business opportunity laws” that limit the ability
of the franchisor to terminate franchise agreements or to withhold consent to the renewal or transfer of these agreements.
The states with relationship or other statutes governing the termination of franchises include Arkansas, California,
Connecticut, Delaware, Hawaii, Illinois, Indiana, Iowa, Michigan, Minnesota, Mississippi, Missouri, Nebraska, New Jersey,
Virginia, Washington and Wisconsin. Some franchise relationship statutes require a mandated notice period for
termination; some require a notice and cure period; and some require that the franchisor demonstrate good cause for
termination. Although we believe that our franchise agreements comply with these statutory requirements, failure to
comply with these laws could result in our company incurring civil liability. In addition, while historically our franchising
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operations have not been materially adversely affected by such regulation, we cannot predict the effect of any future
federal or state legislation or regulation.
Real Estate and Mortgage Regulation. The Real Estate Settlement Procedures Act (“RESPA”) and state real estate
brokerage laws and mortgage regulations restrict payments which real estate brokers, mortgage brokers, and other
service providers in the real estate industry may receive or pay in connection with the sales of residences and referral of
settlement services, such as real estate brokerage, mortgages, homeowners’ insurance and title insurance. Such laws
affect the terms that we may offer in our franchise agreements with Motto franchisees and may to some extent restrict
preferred vendor programs, both for Motto and RE/MAX. Federal, state and local laws, regulations and ordinances related
to the origination of mortgages, may affect other aspects of the Motto business, including the extent to which we can
obtain data on Motto franchisees’ compliance with their franchise agreements. These laws and regulations include (i) the
Federal Truth in Lending Act of 1969 (“TILA”), and Regulation Z (“Reg Z”) thereunder; (ii) the Federal Equal Credit
Opportunity Act ("ECOA'') and Regulation B thereunder; (iii) the Federal Fair Credit Reporting Act and Regulation V
thereunder; (iv) RESPA, and Regulation X thereunder; (v) the Fair Housing Act; (vi) the Home Mortgage Disclosure Act;
(vii) the Gramm-Leach-Bliley Act and its implementing regulations; (viii) the Consumer Financial Protection Act and its
implementing regulations; (ix) the Fair and Accurate Credit Transactions Act-FACT ACT and its implementing regulations;
and (x) the Do Not Call/Do Not Fax Act and other state and federal laws pertaining to the solicitation of consumers.
Available Information
RE/MAX Holdings, Inc. is a Delaware corporation and its principal executive offices are located at 5075 South Syracuse
Street, Denver, Colorado 80237, telephone (303) 770-5531. The Company’s Annual Report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports are available free of charge
through the “Investor Relations” portion of the Company’s website, www.remax.com, as soon as reasonably practical after
they are filed with the Securities and Exchange Commission (“SEC”). The content of the Company’s website is not
incorporated into this report. The SEC maintains a website, www.sec.gov, which contains reports, proxy and information
statements, and other information filed electronically with the SEC by the Company.
ITEM 1A. RISK FACTORS
RE/MAX Holdings, Inc. and its consolidated subsidiaries (collectively, the “Company,” “we,” “our” or “us”) could be
adversely impacted by various risks and uncertainties. An investment in our Class A common stock involves a high
degree of risk. You should carefully consider the following risk factors, as well as all of the other information contained in
this Annual Report on Form 10-K, including our audited consolidated financial statements and the related notes thereto
before making an investment decision. If any of these risks actually occur, our business, financial condition, operating
results, cash flow and prospects may be materially and adversely affected. As a result, the trading price of our Class A
common stock could decline, and you could lose some or all of your investment.
We have grouped our risks according to:
• Risks Related to Our Business;
• Risks Related to Our Industry;
• Risks Related to Our Legal and Capital Structure;
• Risks Related to Governmental Regulations; and
• General Risks.
Risks Related to Our Business
We may fail to execute our strategies to grow our business, which could have a material adverse effect on our
financial performance and results of operations.
We intend to pursue a number of strategies to grow our revenue and earnings and to deploy the cash generated by our
business. We constantly strive to increase the value proposition for our franchisees, agents and loan originators. If we do
not reinvest in our business in ways that make our networks attractive to franchisees, agents and loan originators, we may
become less competitive. Additionally, we are exploring opportunities to acquire other businesses, including RE/MAX
independent regional franchises, or other businesses that are complementary to our core businesses, particularly those
offering differentiated technology. If we fail to develop, execute, or focus on our business strategy, fail to make good
business decisions, fail to enforce a disciplined management process to ensure that our investment of resources aligns
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with our strategic plan and our core management and franchising competencies or fail to properly focus resources or
management attention on strategic areas, any of these could negatively impact the overall value of the Company.
Our business is heavily reliant on technology and product development for certain key aspects of our operations.
We may fail to roll out technology platforms as expected or their effectiveness in attracting or retaining agents,
loan originators and franchisees may be more limited than anticipated.
Our systems may not perform as desired or we may experience cost overages, delays, or other factors that may distract
our management from our business, which could have an adverse impact on our results of operations. Further, we may
not be able to obtain future new technologies and systems, or to replace or introduce new technologies and systems as
quickly as our competitors or in a cost-effective manner. Also, we may not achieve the benefits anticipated or required
from any new technology or system, including those related to our recent technology acquisitions.
Recent technology acquisitions were made to bolster our value proposition and ultimately assist in attracting and retaining
agents, loan originators and franchisees. If these technology platforms are delivered later than expected, do not create a
distinct competitive edge for agents, loan originators and franchisees, or have a poorer than expected adoption rate by
agents, loan originators and franchisees, the introduction of such platforms may not be effective in attracting or retaining
agents, loan originators and franchisees.
Failing to attract and retain highly qualified franchisees could compromise our ability to maintain or expand the
RE/MAX and Motto networks.
Although we believe our relationship with our franchisees and their agents and loan originators is open and strong, the
nature of such relationships can give rise to conflict. For example, franchisees, agents or loan originators may become
dissatisfied with the fees and dues owed to us, particularly in the event that we increase fees and dues. They may
disagree with certain network-wide policies and procedures, including policies dictating brand standards or affecting their
marketing efforts. They may also be disappointed with our marketing campaigns. If we experience any conflicts with our
franchisees on a large scale, our franchisees may decide not to renew their franchise agreements upon expiration or may
file lawsuits against us or they may seek to disaffiliate with us, which could also result in litigation. These events may, in
turn, materially and adversely affect our business and operating results.
An organized franchisee association could pose risks to our ability to set the terms of our franchise agreements and our
pricing. A group of broker/owners from around the country have founded and committed to the continued success and
funding of the RMX Association (RMXA), an independent association of RE/MAX franchisees, whose stated goal is to
work in partnership with RE/MAX, LLC and each other to improve, enhance and grow the brand into the future and protect
assets and grow profitability as franchisees.
Our financial results are affected directly by the operating results of franchisees and their agents and loan
originators who operate independently from our control. Our financial results and the financial results of our
franchisees are affected by the ability of our franchisees to attract and retain agents and loan originators.
Our financial results depend upon the operational and financial success of our franchisees and, for RE/MAX, their agents
and for Motto Mortgage, their loan originators. Our franchise systems provide substantial autonomy to these independent
franchisees, more so than is common in other franchised industries such as hospitality. With this autonomy goes the fact
that we have little control over their day to day operations. If our franchisees’ financial results worsen, our revenue may
decline. We terminate franchisees for non-payment, non-reporting and other non-compliance with their franchise
agreements and we may terminate franchisees more frequently in the future.
Our most important asset is the people in our network. Our financial results and the financial results of our franchisees
depend heavily upon the number of RE/MAX agents and Motto offices in our global networks, and the success of our
franchisees depends largely on the ability of franchisees to attract and retain high quality agents and loan originators and
run profitable businesses. Yet these independent operators may not adopt initiatives and products designed to help them
do so, and therefore may not be effective. The majority of our revenue is derived from recurring fees paid by our
franchisees or regional franchise owners based on the number of agents or offices within their respective networks and
dues paid by RE/MAX agents. If our franchisees are not able to attract and retain loan originators and agents (or
successfully manage teams of agents within their brokerage), none of which is within our direct control, our revenue may
decline as our franchisees fail to generate the revenue necessary to pay the fees owed to us.
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Most of our RE/MAX franchisees self-report their agent counts and agent commissions which drive the fees due
to us, and we have limited tools to validate or verify these reports. This could impact our ability to collect
revenue owed to us by our Independent Regions, franchisees, and agents, and could affect our ability to forecast
our performance accurately.
Under our franchise agreements, franchisees, including Independent Regions, self-report (a) the number of agents and
(b) gross commissions and other statistics from home sale transactions. This data is used to determine our billings for
continuing franchise fees, annual dues and broker fees. We have limited methods of validating the data and must rely on
reports submitted and our internal protocols for verifying the reasonableness of the data. If franchisees were to
underreport or erroneously report such data, even if unintentionally, we may not receive all of the revenues due to us. In
addition, to the extent that we were underpaid, we may not have a definitive method for determining such underpayment.
If a material number of our franchisees were to underreport or erroneously report their agent counts, agent commissions
or fees due to us, it could have a material adverse effect on our financial performance and results of operations. Further,
agent count is a key performance indicator (KPI), and incomplete information, or information that is not reported in a
timely manner could impair our ability to evaluate and forecast key business drivers and financial performance.
We rely on traffic to our websites, including our flagship websites, remax.com and mottomortgage.com, directed
from search engines. If our websites fail to rank prominently in unpaid search results, traffic to our websites
could decline and our business could be adversely affected. Any disruption to our websites or lead generation
tools could harm our business.
Our success depends in part on our ability to attract home buyers and sellers to our websites, including our flagship
websites, remax.com and mottomortgage.com through unpaid Internet search results on search engines. The number of
users we attract from search engines is due in large part to how and where our websites rank in unpaid search results.
These rankings can be affected by a number of factors, such as changes in ranking algorithms which are not under our
direct control and may change frequently. In addition, our website faces increasing competition for audience from real
estate portal websites such as Zillow, Trulia and Realtor.com. Our websites have experienced fluctuations in search result
rankings in the past, and we anticipate fluctuations in the future. Any reduction in the number of users directed to our
websites could adversely impact our business and results of operations.
We are vulnerable to certain additional risks and uncertainties associated with websites, which include our lead referral
system, remax.com, global.remax.com, theremaxcollection.com, remaxcommercial.com and mottomortgage.com. These
risks include changes in required technology interfaces, website downtime and other technical failures, security breaches
and consumer privacy concerns. We may experience service disruptions, outages and other performance problems due
to a variety of factors, including reliance on our third-party hosted services, infrastructure changes, human or software
errors, capacity constraints due to an overwhelming number of users accessing our platform simultaneously, and denial of
service, fraud or attacks. Our failure to address these risks and uncertainties successfully could reduce our Internet
presence, generate fewer leads for our agents and damage our brand. Many of the risks relating to our website operations
are beyond our control.
We rely on third parties for certain important functions and technology. Any failures by those vendors could
disrupt our business operations.
We have outsourced certain key functions to external parties, including some that are critical to financial reporting, our
franchise and membership tracking and billing, the Motto loan origination system, and a number of critical websites. We
may enter into other key outsourcing relationships in the future. If one or more of these external parties were not able to
perform their functions for a period of time, perform them at an acceptable service level, or handle increased volumes, our
business operations could be constrained, disrupted, or otherwise negatively affected. Our ability to monitor the activities
or performance of vendors may be constrained, which makes it difficult for us to assess and manage the risks associated
with these relationships.
Our franchisees and their agents or loan originators could take actions that could harm our reputation and our
business.
Our franchisees are independent businesses and as such, the agents and loan originators who work within these
brokerages are not our employees and we do not exercise control over their day-to-day operations. Franchisees may not
operate their real estate and mortgage brokerage businesses consistent with industry standards or may not attract and
retain qualified agents and loan originators. If franchisees and agents and loan originators were to provide diminished
quality of service to customers, engage in fraud, misconduct, negligence or otherwise violate the law or applicable codes
of ethics, our image and reputation may suffer materially and we may become subject to liability claims based upon such
actions. Any such incidents could adversely affect our results of operations.
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Brand value can be severely damaged even by isolated incidents, particularly if the incidents receive considerable
negative publicity or result in litigation. Some of these incidents may relate to the way we manage our relationship with our
franchisees, our growth strategies or the ordinary course of our business or our franchisees’ businesses. Other incidents
may arise from events that are or may be beyond our control and may damage our brand, such as actions taken (or not
taken) by one or more franchisees or their agents and loan originators relating to health, safety, cybersecurity, welfare or
other matters, litigation and claims, failure to maintain high ethical and social standards for all of our operations and
activities, failure to comply with local laws and regulations, and illegal activity targeted at us or others. Our brands values
could diminish significantly if any such incidents or other matters erode consumer confidence in us, which may result in a
decrease in our total agent and loan office count and, ultimately, lower revenues, which in turn would materially and
adversely affect our business and results of operations.
The failure of Independent Region owners to successfully develop or expand within their respective regions
could adversely impact our revenue and earnings growth opportunities.
We have sold regional master franchises in the U.S. and Canada and have sold and continue to sell regional master
franchises in our global locations outside of Canada. While we are pursuing a strategy to reacquire select regional
franchise rights, we still rely on independent regional master franchises in Independent Regions. We depend on
Independent Regions, which have the exclusive right to grant franchises within a particular region, to successfully develop
or expand within their respective regions and to monitor franchisees’ use of our brand. The failure of any of these
Independent Region owners to do these things, or the termination of an agreement with a regional master franchisee
could delay the development of a particular franchised area, interrupt the operation of our brand in a particular market or
markets while we seek alternative methods to develop our franchises in the area, and weaken our brand image. Such an
event could result in lower revenue growth opportunities for us, which would adversely impact our growth prospects.
We may be unable to reacquire regional franchise rights in RE/MAX Independent Regions or successfully
integrate the regions or other businesses once acquired.
We continue to pursue a growth strategy of reacquiring select RE/MAX independent regional franchises to support our
growth. The acquisition of a regional franchise enables us to focus on a consistent delivery of the RE/MAX value
proposition, increases our revenue, and provides an opportunity for us to enhance profitability. This growth strategy
depends on our ability to find regional franchisees willing to sell the franchise rights in their regions on favorable terms, as
well as our ability to finance, complete and integrate these transactions. The number of remaining Independent Regions is
limited so we may have difficulty finding suitable regional franchise acquisition opportunities at an acceptable price.
Additionally, we are pursuing a growth strategy of acquiring businesses that complement our existing businesses and
enhance our value proposition. It is possible we may not achieve the expected returns on a given acquisition; and we may
not be able to deliver expected cost and growth synergies.
Integrating acquired businesses involves complex operational and personnel-related challenges and we may encounter
unforeseen difficulties and higher than expected integration costs. Delays or difficulties encountered in connection with the
integration of any acquired business could lead to prolonged diversion of management’s attention away from other
important business activities.
Acquisitions may present other challenges and difficulties, including:
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the possible departure of a significant number of key employees;
regulatory constraints and costs of executing our growth strategy may vary by geography;
the possible defection of franchisees and agents to other brands or independent real estate companies;
limits on growth due to exclusive territories granted to current franchisees by former region owners;
the failure to maintain important business relationships and contracts of the acquired business;
for our technology acquisitions, our ability to implement appropriate cybersecurity controls while concurrently
enhancing their platforms;
legal or regulatory challenges or litigation post-acquisition, which could result in significant costs;
potential unknown liabilities associated with acquired businesses.
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We are subject to certain risks related to litigation filed by or against us, and adverse results may harm our
business and financial condition.
We cannot predict with certainty the costs of defense, the costs of prosecution, insurance coverage or the ultimate
outcome of litigation and other proceedings filed by or against us, including remedies or damage awards, and adverse
results in such litigation and other proceedings may harm our business and financial condition.
Such litigation and other proceedings may include, but are not limited to, securities litigation including class actions and
shareholder derivative litigation, complaints from or litigation by franchisees, usually related to alleged breaches of
contract or wrongful termination under the franchise arrangements, actions relating to intellectual property, commercial
arrangements and franchising arrangements.
Our global operations may be subject to additional risks related to litigation, including difficulties in enforcement of
contractual obligations governed by foreign law due to differing interpretations of rights and obligations, compliance with
multiple and potentially conflicting laws, new and potentially untested laws and judicial systems and reduced protection of
intellectual property. A substantial unsatisfied judgment against us or one of our subsidiaries could result in bankruptcy,
which would materially and adversely affect our business and operating results.
Our franchise model can be subject to particular litigation risks.
Litigation against a franchisee or its affiliated sales agents by third parties, whether in the ordinary course of business or
otherwise, may also include claims against us for liability by virtue of the franchise relationship. Franchisees may fail to
obtain insurance naming the Company as an additional insured on such claims. In addition to increasing franchisees’
costs and limiting the funds available to pay us fees and dues and reducing the execution of new franchise arrangements,
claims against us (including vicarious liability claims) divert our management resources and could cause adverse publicity,
which may materially and adversely affect us and our brand, regardless of whether such allegations are valid or whether
we are liable.
In addition to claims over individual or isolated franchisee actions, third parties could attempt to hold us responsible for
actions of our franchisees and their agents in the aggregate. Our franchised business model is unlike a traditional,
integrated corporation where company-owned outlets provide goods or services to consumers and the corporation has
direct responsibility for operations at those outlets. Our franchised business model is also unlike many franchisors in other
industries—such as the restaurant and hospitality industries—where franchisors may dictate many operational details of
the franchisees’ businesses and the delivery of goods and services to consumers and thereby have some of the liability
for those or other aspects of the franchisees’ operations. Because we franchise in professional service fields where
licensure is required—real estate and mortgage brokerage—we do not dictate or control the day to day operations or the
advice provided by our franchisees or their affiliated sales associates or loan originators. Nonetheless, third parties may
try to hold us liable for actions of our franchisees and their agents or loan originators, even when we have no involvement
with those actions and they are beyond our control and, we believe, should not result in liability to us. As a franchisor,
unlike an integrated corporation, we obtain in fees only a small portion of the revenue of our franchisees, and as a result
our capital is very limited in comparison with the size of our entire franchise networks. Therefore, if third parties were
successful in asserting liability for practices of our franchise network in its entirety, and in holding us vicariously
responsible for that liability, the resulting damages could exceed our available capital, could materially affect our earnings,
or even render us insolvent.
We are relatively new to the mortgage brokerage industry and have purchased several businesses outside our
core franchising competency. Less mature businesses carry a higher risk of failure.
We are pursuing a growth strategy to offer and sell residential mortgage brokerage franchises in the U.S. under the “Motto
Mortgage” brand and trademarks. We continue to develop operating experience in the mortgage brokerage industry. Our
strategy hinges on our ability to recruit franchisees and help them recruit loan originators, to develop and maintain strong
competencies within the mortgage brokerage market, on favorable conditions in the related regulatory environment and
on our success in developing a strong, respected brand. We may fail to understand, interpret, implement and/or train
franchisees adequately concerning compliance requirements related to the mortgage brokerage industry or the
relationship between us and our franchisees, any of which failures could subject us or our franchisees to adverse actions
from regulators. Motto Franchising, LLC, may also have regulatory obligations arising from its relationship with Motto
franchisees; we may fail to comply with those obligations, and that failure could also subject us to adverse actions from
regulators. The Motto Mortgage brand’s lack of brand recognition may hamper franchise sales efforts. In addition,
residential mortgage brokerage is a highly competitive industry and Motto will suffer if we are unable to attract
franchisees.
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Acquisitions we have made outside our core franchising competency, including booj, First, Gadberry and wemlo present
new challenges that, should we fail to understand or address, could result in not achieving the expected financial results
of these acquisitions, including for many of them failing to result in improved agent and franchisee acquisition and
retention. Those acquisitions that are recent startups carry the additional risk of not having a track record of success.
Our business depends on strong brands, and any failure to maintain, protect and enhance our brands would hurt
our ability to grow our business, particularly in new markets where we have limited brand recognition.
Infringement, misappropriation or dilution of our intellectual property could harm our business.
RE/MAX is a strong brand that we believe has contributed significantly to the success of our business, and the Motto
brand is gaining recognition. Maintaining, protecting and enhancing the RE/MAX brand, as well as our newer brands such
as Motto and wemlo is critical to growing our business. If we do not successfully build and maintain strong brands, our
business could be materially harmed.
We derive significant benefit from our market share leadership and our ability to make claims regarding the same,
including through use of our slogan that “Nobody in the world sells more real estate than RE/MAX” as measured by
residential transaction sides. Loss of market leadership, and as a result an inability to tout the same, may hinder public
and industry perception of RE/MAX as a leader in the real estate market and hurt agent recruitment and franchise sales
as a result.
Inasmuch as our business is in part dependent on strong brands, our business may be subject to risks related to events
and circumstances that have a negative impact on our brands. If we are exposed to adverse publicity or events that do
damage to our brands image, our business may suffer material adverse effects from the deterioration in our brand image.
We regard our RE/MAX trademark, balloon logo and yard sign design trademarks and our Motto trademarks as valuable
assets and important factors in the marketing of our brands. We believe that this and other intellectual property are
valuable assets that are critical to our success. Not all of the trademarks or service marks that we currently use have been
registered in all of the countries in which we do business, and they may never be registered in all of those countries.
There can be no assurance that we will be able to adequately maintain, enforce and protect our trademarks or other
intellectual property rights.
We are commonly involved in numerous proceedings, generally on a small scale, to enforce our intellectual property and
protect our brands. Unauthorized uses or other infringement of our trademarks or service marks, including uses that are
currently unknown to us, could diminish the value of our brands and may adversely affect our business. Effective
intellectual property protection may not be available in every market. Failure to adequately protect our intellectual property
rights could damage our brands and impair our ability to compete effectively.
In addition, franchisee noncompliance with the terms and conditions of our franchise agreements and our brand standards
may reduce the overall goodwill of our brands, whether through diminished consumer perception of our brands, dilution of
our intellectual property, the failure to meet the FTC guidelines or applicable state laws, or through the participation in
improper or objectionable business practices.
Our global RE/MAX operations, including those in Canada, are subject to risks not generally experienced by our
U.S. operations.
The risks involved in our global operations and relationships could result in losses against which we are not insured and
therefore affect our profitability. These risks include:
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fluctuations in foreign currency exchange rates, primarily related to changes in the Canadian dollar and Euro to
U.S. dollar exchange rates;
exposure to local economic conditions and local laws and regulations, including those relating to the agents of
our franchisees;
economic and/or credit conditions abroad;
potential adverse changes in the political stability of foreign countries or in their diplomatic relations with the
U.S.;
government policies against businesses owned by foreigners;
restrictions on the withdrawal of foreign investment and earnings;
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diminished ability to legally enforce our contractual rights in foreign countries;
• withholding and other taxes on remittances and other payments by subsidiaries; and
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Attrition of legacy booj customers could have an adverse effect on our financial results.
The booj business we acquired in February 2018 continues to service legacy customers, unrelated to RE/MAX. Many
legacy customers have discontinued their relationship with booj, causing revenue to decrease. There is a risk that the
remaining legacy customers leave at a faster pace than anticipated resulting in an accelerating decline in revenue.
Risks Related to Our Industry
The real estate market may be negatively impacted by industry changes as the result of certain class action
lawsuits.
As disclosed in Note 14, Commitments and Contingencies, we are a defendant in class action complaints referred to as
the “Moehrl-related suits” which allege violations of federal antitrust law. The Department of Justice (“DOJ”) also agreed to
settle a suit with the National Association of Realtors (“NAR”) in which NAR agreed to adopt certain rule changes, such as
increased disclosure of commission offers from sellers’ agents to buyers’ agents, but the direct and indirect effects, if any,
of the settlement upon the real estate industry are not yet entirely clear. Moreover, the Moehrl-related suits seek additional
changes in real estate industry practices beyond the changes NAR agreed to in the DOJ settlement. Further, these
lawsuits have prompted discussion of regulatory changes to rules established by local or state real estate boards or
multiple listing services. Although the settlement between NAR and the DOJ does not require changes to agent and
broker compensation, the resolution of the Moehrl-related suits and/or other regulatory changes may require changes to
our or our brokers’ business models, including changes in agent and broker compensation. This could reduce the fees we
receive from our franchisees, which, in turn, could adversely affect our financial condition and results of operations.
Our results are tied to the residential real estate market and we may be negatively impacted by downturns in this
market.
The residential real estate market tends to be cyclical and typically is affected by changes in general economic conditions
which are beyond our control. These conditions include fluctuations in interest rates, inflation, wage and job growth,
unemployment, home affordability, down payment requirements, inventory, consumer confidence, demographic changes,
local or regional economic conditions and the general condition of the U.S., Canadian and global economies. The
residential real estate market also depends upon the strength of financial institutions, which are sensitive to changes in
the general macroeconomic and regulatory environment. Lack of available credit or lack of confidence in the financial
sector could impact the residential real estate market. The residential real estate market could also be negatively
impacted by acts of nature, such as fires, hurricanes, earthquakes, and such events may lead us to waive fees in certain
impacted areas. Climate change may negatively affect the residential real estate market. Changes in local, state and
federal laws or regulations that affect residential real estate transactions or encourage ownership, and potential future tax
law changes could negatively impact the residential real estate market.
Any of the above factors, and other factors discussed in this Annual Report on Form 10-K could cause a decline in the
housing or mortgage markets and have a material adverse effect on our business by causing periods of lower growth or a
decline in the number of home sales and/or home prices. This could lead to a decrease of the number of agents or
franchises in our networks and reduce the fees we receive from our franchisees and agents, which, in turn, could
adversely affect our financial condition and results of operations.
Competition in the residential real estate franchising business is intense, and we may be unable to grow our
business organically, including increasing our agent count, expanding our network of franchises and their
agents, and increasing franchise and agent fees, which could adversely affect our brand, our financial
performance, and results of operations.
We generally face strong competition in the residential real estate services business from other franchisors and
brokerages (i.e. national, regional, independent, boutique, discount and web-based brokerages). We also face
competition from web-based companies focused on real estate that have made substantial investments in innovative
technology aimed at disrupting the real estate market and making more aspects of the real estate industry digital.
Upon the expiration of a franchise agreement, a franchisee may choose to renew their franchise with us, operate as an
independent broker or to franchise with one of our competitors. Competing franchisors may offer franchisees fees that are
lower than those we charge, or that are more attractive in particular markets. Further, some of our largest competitors
may have greater financial resources and larger budgets than we do to invest in technology and enhance their value
proposition to agents, brokers and consumers. To remain competitive in the sale of franchises and to retain our existing
franchisees at the time of the renewal of their franchise agreements, we may have to reduce the cost of renewals and/or
the recurring monthly fees we charge our franchisees. We may have to offer incentives to encourage franchisees to
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recruit new agents and successfully manage teams of agents. In addition, even with these measures, franchisees may
choose not to renew their franchise, or may not recruit new agents.
As a result of this competition, we may face many challenges in adding franchises and attracting agents in new and
existing markets to expand our network, as well as other challenges such as:
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selection and availability of suitable markets;
finding qualified franchisees in these markets who are interested in opening franchises on terms that are
favorable to us;
increasing our local brand awareness in new markets; and
attracting and training of qualified local agents.
A significant adoption by consumers of alternatives to full-service agents or loan originators could have a
material adverse effect on our business, prospects and results of operations.
A significant increase in consumer use of technology that eliminates or minimizes the role of the real estate agent or
mortgage loan originator could have a materially adverse effect on our business, prospects and results of operations.
These options include direct-buyer companies (also called iBuyers) that purchase homes directly from sellers at below-
market rates in exchange for speed and convenience, and then resell them shortly thereafter at market prices, and
discounters who reduce the role of the agent in order to offer sellers a low commission or a flat fee while giving rebates to
buyers. How consumers want to buy or sell houses and finance their purchase will determine if these models reduce or
replace the long-standing preference for full-service agents and loan originators.
Our operating results are subject to quarterly fluctuations due to home sales, and results for any quarter may not
necessarily be indicative of the results that may be achieved for the full fiscal year.
Historically, we have realized, and expect to continue to realize, lower profitability in the first and fourth quarters due
primarily to the impact of lower broker fees and other revenue primarily as a result of lower overall home sale
transactions, and higher selling, operating and administrative expenses in the first quarter for expenses incurred in
connection with our RE/MAX annual convention. Accordingly, our results of operations may fluctuate on a quarterly basis,
which would cause period to period comparisons of our operating results to not be necessarily meaningful and cannot be
relied upon as indicators of future annual performance.
Risks Related to Our Legal and Capital Structure
RIHI has substantial influence over us including over decisions that require the approval of stockholders, and its
interest in our business may conflict with yours.
RIHI, a company controlled by David Liniger, our current Chairman and Co-Founder, and Gail Liniger, our Vice Chair and
Co-Founder, respectively, owns all of our outstanding Class B common stock. Although RIHI no longer controls a majority
of the voting power of RE/MAX Holdings’ common stock, RIHI remains a significant stockholder of the Company and
through its ownership of the Class B common stock and holds 40.6% of the voting power of the Company’s stock.
Mr. Liniger also personally owns Class A common stock with an additional 1.1% of the voting power of the Company’s
stock. Therefore, RIHI has the ability to significantly influence all matters submitted to a vote of our stockholders.
In addition, RIHI’s entire economic interest in us is in the form of its direct interest in RMCO through the ownership of
RMCO common units, the payments it may receive from us under its tax receivable agreement and the proceeds it may
receive upon any redemption of its RMCO common units, including issuance of shares of our Class A common stock,
upon any such redemption and any subsequent sale of such Class A common stock. As a result, RIHI’s interests may
conflict with the interests of our Class A common stockholders. For example, RIHI may have a different tax position from
us which could influence its decisions regarding certain transactions, especially in light of the existence of the tax
receivable agreements, including whether and when we should terminate the tax receivable agreements and accelerate
our obligations thereunder. In addition, RIHI could have an interest in the structuring of future transactions to take into
consideration its tax or other considerations, even in situations where no similar considerations are relevant to us.
Our tax receivable agreements require us to make cash payments based upon future tax benefits to which we
may become entitled. The amounts that we may be required to pay could be significant, may be accelerated in
certain circumstances and could significantly exceed the actual tax benefits that we ultimately realize.
In connection with our IPO, we entered into tax receivable agreements that are currently held by RIHI and Parallaxes Rain
Co-Investment, LLC (“Parallaxes” and together, the “TRA Parties”). The amount of the cash payments that we may be
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required to make under the tax receivable agreements could be significant and will depend, in part, upon facts and
circumstances that are beyond our control.
The tax receivable agreements provide that if certain mergers, asset sales, other forms of business combination, or other
changes of control were to occur, or that if, at any time, we elect an early termination of the tax receivable agreements,
then our obligations, or our successor’s obligations, to make payments under the tax receivable agreements would be
based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all
potential future tax benefits that are subject to the tax receivable agreements.
As a result, (i) we could be required to make cash payments to the TRA Parties that are greater than the specified
percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the tax receivable
agreements, and (ii) if we elect to terminate the tax receivable agreements early, we 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 tax
receivable agreements, which payment may be made significantly in advance of the actual realization, if any, of such
future tax benefits.
We will also not be reimbursed for any cash payments previously made to the TRA Parties (or their predecessors)
pursuant to the tax receivable agreements if any tax benefits initially claimed by us are subsequently challenged by a
taxing authority and are ultimately disallowed. Instead, any excess cash payments made by us to either of the TRA
Parties will be netted against any future cash payments that we might otherwise be required to make under the terms of
the tax receivable agreements. However, we might not determine that we have effectively made an excess cash payment
to either of the TRA Parties for a number of years following the initial time of such payment. As a result, it is possible that
we could make cash payments under the tax receivable agreements that are substantially greater than our actual cash tax
savings.
We have significant debt service obligations and may incur additional indebtedness in the future.
We have significant debt service obligations, including principal, interest and commitment fee payments due quarterly
pursuant to RE/MAX, LLC’s Senior Secured Credit Facility. Our currently existing indebtedness, or any additional
indebtedness we may incur, could require us to divert funds identified for other purposes for debt service and impair our
liquidity position. If we cannot generate sufficient cash flow from operations to service our debt, we may need to refinance
our debt, dispose of assets or issue additional equity to obtain necessary funds. We do not know whether we would be
able to take such actions on a timely basis, on terms satisfactory to us, or at all. Future indebtedness may impose
additional restrictions on us, which could limit our ability to respond to market conditions, to make capital investments or to
take advantage of business opportunities. Our level of indebtedness has important consequences to you and your
investment in our Class A common stock.
Anti-takeover provisions in our charter documents and Delaware law might discourage or delay acquisition
attempts for us that you might consider favorable.
Our certificate of incorporation and bylaws contain provisions that may make the acquisition of our Company more difficult
without the approval of our Board of Directors. These provisions:
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establish a classified Board of Directors so that not all members of our Board of Directors are elected at one
time;
authorize the issuance of undesignated preferred stock, the terms of which may be established and the shares
of which may be issued without stockholder approval, and which may include super voting, special approval,
dividend or other rights or preferences superior to the rights of the holders of common stock;
provide that our Board of Directors is expressly authorized to make, alter or repeal our bylaws;
delegate the sole power to a majority of our Board of Directors to fix the number of directors;
provide the power of our Board of Directors to fill any vacancy on our Board of Directors, whether such vacancy
occurs as a result of an increase in the number of directors or otherwise;
eliminate the ability of stockholders to call special meetings of stockholders; and
establish advance notice requirements for nominations for elections to our Board of Directors or for proposing
matters that can be acted upon by stockholders at stockholder meetings.
Our certificate of incorporation also contains a provision that provides us with protections similar to Section 203 of the
Delaware General Corporation Law, and prevents us from engaging in a business combination with a person who
acquires at least 15% of our common stock for a period of three years from the date such person acquired such common
stock unless board or stockholder approval is obtained prior to the acquisition, except that David and Gail Liniger are
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deemed to have been approved by our Board of Directors, and thereby not subject to these restrictions. These anti-
takeover provisions and other provisions under Delaware law could discourage, delay or prevent a transaction involving a
change in control of our Company, even if doing so would benefit our stockholders. These provisions could also
discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and
to cause us to take other corporate actions you desire.
Risks Related to Governmental Regulations
Financing for homebuyers in the U.S. is highly regulated and a lack of residential real estate market financing at
favorable rates and on favorable terms could have a material adverse effect on our financial performance and
results of operations.
Our business is significantly impacted by the availability of financing at favorable rates or on favorable terms for
homebuyers, which may be affected by government regulations and policies.
The Dodd-Frank Act, which was passed to more closely regulate the financial services industry by creating the Consumer
Financial Protection Bureau (“CFPB”), an independent federal bureau, which was designed to enforce consumer
protection laws, including various laws regulating mortgage finance. The Dodd-Frank Act also established new standards
and practices for mortgage lending, including a requirement to determine a prospective borrower’s ability to repay a loan,
removing perceived incentives to originate higher cost mortgages, requiring additional disclosures to potential borrowers
and restricting the fees that mortgage originators may collect. Rules implementing many of these changes protect
creditors from certain liabilities for loans that meet the requirements for “qualified mortgages.” (“QM loans”). The rules
placed several restrictions on qualified mortgages, including caps on certain closing costs as well as limits on debt to
income (“DTI”) ratios for qualified mortgages.
Certain potential regulatory changes such as the termination by the CFPB of a regulatory exemption known as the “QM
patch” for loans backed by Fannie Mae or Freddie Mac, the requirement to implement a new uniform residential loan
application (“URLA”) which may increase Equal Credit Opportunity Act (“ECOA”) and other operational risks, and more
activist supervision and regulation of housing finance at the state level may adversely impact the housing industry,
including homebuyers’ ability to finance and purchase homes.
The monetary policy of the U.S. government, and particularly the Federal Reserve Board, which regulates the supply of
money and credit in the U.S., significantly affects the availability of financing at favorable rates and on favorable terms,
which in turn affects the domestic real estate market. Changes in the Federal Reserve Board’s policies are beyond our
control, are difficult to predict, and could restrict the availability of financing on reasonable terms at favorable interest rates
for homebuyers, which could have a material adverse effect on our business, results of operations and financial condition.
In addition, a reduction in government support for home financing, including the possible winding down or privatization of
GSEs could further reduce the availability of financing for homebuyers in the U.S. residential real estate market. No
consensus has emerged in Congress concerning potential reforms relating to Fannie Mae and Freddie Mac and a
potential transition to alternative structures for the secondary market, so we cannot predict either the short or long term-
effects of such regulation and its impact on homebuyers’ ability to finance and purchase homes.
Lenders may from time to time tighten their underwriting standards or cease to offer subprime and other alternative
mortgage products in the marketplace. If mortgage loans are difficult to obtain, the ability and willingness of prospective
buyers to finance home purchases or to sell their existing homes could be adversely affected, which would adversely
affect our operating results.
While we are continuing to evaluate all aspects of legislation, regulations and policies affecting the domestic real estate
market, we cannot predict whether or not such legislation, regulation and policies may increase down payment
requirements, increase mortgage costs, or result in increased costs and potential litigation for housing market participants,
any of which could have a material adverse effect on our financial condition and results of operations.
Our franchising activities are subject to a variety of state and federal laws and regulations regarding franchises,
and any failure to comply with such existing or future laws and regulations could adversely affect our business.
The sale of franchises is regulated by various state laws as well as by the Federal Trade Commission (“FTC”). The FTC
requires that franchisors make extensive disclosure to prospective franchisees but does not require registration. A number
of states require registration and/or disclosure in connection with franchise offers and sales. In addition, several states
have “franchise relationship laws” or “business opportunity laws” that limit the ability of franchisors to terminate franchise
agreements or to withhold consent to the renewal or transfer of these agreements. We believe that our franchising
procedures, as well as any applicable state-specific procedures, comply in all material respects with both the FTC
guidelines and all applicable state laws regulating franchising in those states in which we offer new franchise
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arrangements. However, noncompliance could reduce anticipated revenue, which in turn may materially and adversely
affect our business and operating results.
The real estate business is highly regulated and any failure to comply with such regulations or any changes in
such regulations could adversely affect our business.
The businesses of our franchisees are highly regulated and are subject to requirements governing the licensing and
conduct of real estate brokerage and brokerage-related businesses in the jurisdictions in which they do business.
Our franchisees must comply with RESPA. RESPA and comparable state statutes, among other things, restrict payments
which real estate brokers, agents, mortgage brokers, loan originators and other settlement service providers may receive
for the referral of business to other settlement service providers in connection with the closing of real estate transactions.
Such laws may to some extent restrict preferred vendor arrangements involving our franchisees. RESPA and similar state
laws also require timely disclosure of certain relationships or financial interests that a broker has with providers of real
estate settlement services.
There is a risk that we and our franchisees could be adversely affected by current laws, regulations or interpretations or
that more restrictive laws, regulations or interpretations will be adopted in the future that could make compliance more
difficult or expensive.
We, or our franchisees, are also subject to various other rules and regulations such as:
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the Gramm-Leach-Bliley Act, which governs the disclosure and safeguarding of consumer financial information;
the European Union’s General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act, and
various other laws protecting consumer data;
the USA PATRIOT Act;
restrictions on transactions with persons on the Specially Designated Nationals and Blocked Persons list
promulgated by the Office of Foreign Assets Control of the Department of the Treasury;
federal and state “Do Not Call,” “Do Not Fax,” and “Do Not E-Mail” laws;
the Fair Housing Act;
laws and regulations, including the Foreign Corrupt Practices Act, that impose sanctions on improper
payments;
laws and regulations in jurisdictions outside the U.S. in which we do business;
state and federal employment laws and regulations, including any changes that would require reclassification of
independent contractors to employee status, and wage and hour regulations; and
consumer fraud statutes.
Our or our franchisees’ failure to comply with any of the foregoing laws and regulations may result in fines, penalties,
injunctions and/or potential criminal violations. Any changes to these laws or regulations or any new laws or regulations
may make it more difficult for us to operate our business and may have a material adverse effect on our operations.
General Risks
Cyberattacks, security breaches and improper access to, disclosure or deletion of our data, personally
identifiable information we collect, or business records could harm our business, damage our reputation and
cause losses.
Our information technologies and systems and those of our third-party hosted services are vulnerable to breach, damage
or interruption from various causes, including: (i) natural disasters, war and acts of terrorism, (ii) power losses, computer
systems failure, Internet and telecommunications or data network failures, operator error, losses and corruption of data,
and similar events, and (iii) employee error, malfeasance or otherwise. Of particular risk and focus in recent years is the
potential penetration of internal or outsourced systems by individuals seeking to disrupt operations or misappropriate
information (aka, cyberattacks). Cyberattacks, including the use of phishing and malware, continue to grow in
sophistication making it impossible for us to mitigate all of these risks. Any extended interruption of our systems or
exposure of sensitive data to third parties could cause significant damage to our business or our brand, for which our
business interruption insurance may be insufficient to compensate us for losses that may occur.
In addition, we rely on the collection and use of personally identifiable information from franchisees, agents and
consumers to conduct our business and in certain instances such data may include social security numbers, payment
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card numbers, or customer financial information. Global privacy legislation (including the GDPR regulations in the
European Union), enforcement and policy activity are rapidly expanding and creating a complex compliance environment.
Changes in these laws may limit our data access, use, and disclosure, and may require increased expenditures by us or
may dictate that we not offer certain types of services. For example, California recently enacted the California Consumer
Privacy Act, which became effective on January 1, 2020 and requires covered businesses to, among other things, provide
disclosures to California consumers regarding the collection, use and disclosure of such consumers’ personal information
and afford such consumers new rights with respect to their personal information, including the right to opt out of certain
sales of personal information. We believe that further increased regulation in additional jurisdictions is likely in the area of
data privacy. Should we misuse or improperly store the personally identifiable information that we collect, or should we be
the victim of a cyberattack that results in improper access to such personally identifiable information, we may be subject to
legal claims and regulatory scrutiny. Any legal claims, government action or damage to our reputation due to actions, or
the perception that we are taking actions, inconsistent with the terms of our privacy statement, consumer expectations, or
privacy-related or data protection laws and regulations, could expose us to liability and adversely impact our business and
results of operations.
The effects of the COVID-19 pandemic have caused and will likely continue to cause significant disruption to our
normal business operations, and the severity and duration of these impacts on future financial performance and
results of operations remain uncertain.
The COVID-19 pandemic has spread across the globe and is impacting economic activity worldwide. The pandemic
poses significant risks to our business and our employees, franchisees, agents, and loan originators.
The COVID-19 pandemic has negatively impacted our business and that of our franchisees. The pandemic poses the risk
of an extended disruption to our business, that of our franchisees and other business partners, and housing and mortgage
markets generally, due to the impact of the disease itself, actions intended to limit or slow its spread, and other factors.
These include restrictions on travel or transportation, social distancing requirements, limitations on the size of gatherings,
policies that ban or severely limit in-person showings of properties, closures of work facilities, schools, public buildings
and businesses, cancellation of events, curtailing other activities, quarantines and lock-downs.
Disruptions related to the COVID-19 pandemic resulted in a downturn in the residential real estate and mortgage markets
and future developments related to COVID-19 may cause further disruptions to the economy and real estate and
mortgage markets that may negatively impact our business. Such disruptions may include a downturn in economic
conditions generally, declines in consumer confidence and spending, and tightening of credit or instability in the financial
markets. These same factors may impair the ability of our franchisees (a) to continue their operations resulting in larger
numbers of failures and (b) to pay the fees that are due to us under their franchise agreements. We provided financial
support to our franchisees during this time, which resulted in a decline in our revenues in 2020. We are unable to estimate
the effectiveness of that support on the ongoing financial health and stability of our franchisees, whether we will determine
to offer support in future periods as the COVID-19 pandemic continues to evolve, or the ultimate effect of such support on
our results of operations and financial condition.
Nearly all of the Company’s employees are currently working remotely and may continue to do so for an undetermined
amount of time. This may impair the ability of the Company’s management team to successfully implement the
Company’s business plans. We cannot predict when or how we will begin to lift the actions put in place as part of our
business continuity plans, including work from home requirements and travel restrictions.
The duration and magnitude of the impact from the COVID-19 pandemic depends on future developments that cannot be
predicted at this time. There remains significant uncertainty regarding the continuing impact of COVID-19 on our business
and the overall economy as a whole throughout the world, including in the United States and Canada. In particular, there
is significant concern regarding the possibility of additional waves of COVID-19 cases that could cause state and local
governments to reinstate more restrictive measures, which could impact our business and housing markets. There is also
uncertainty regarding how the housing market will respond to any reduction in the health risks relating to COVID-19 in the
future for example as a result of viable treatment options or a vaccine including the uncertainty surrounding the speed of
rollout and efficacy of any treatments or vaccines.
The Company has experienced significant disruption to its business as a result of the COVID-19 pandemic and such
disruptions may continue, particularly if ongoing mitigation actions by government authorities remain in place for a
significant amount of time. The future impact of the COVID-19 pandemic on our liquidity and financial condition is
unknown, and its impact may be variable over time as government regulations, market conditions and consumer behavior
changes in response to developments with respect to the pandemic. Notwithstanding any mitigation actions, sustained
material revenue declines relating to this crisis could impact our financial condition, results of operations, stock price and
ability to access the capital markets. Substantial declines in our profitability could trigger the excess cash flow
requirements of our Senior Secured Credit Facility (described [above in Item 2)] requiring us to make incremental principal
payments that would not otherwise be required.
37
The pandemic and any severe or long-term economic downturn in the housing market or long-term mitigation efforts by
government authorities could heighten other important risks and uncertainties including, without limitation, (i) changes in
the real estate market or interest rates and availability of financing for homebuyers, (ii) changes in business and economic
activity in general, (iii) the Company’s ability to attract and retain quality franchisees, (iv) the Company’s franchisees’
ability to recruit and retain real estate agents and mortgage loan originators and their ability to continue as a going
concern, (v) changes in laws and regulations, (vi) adverse legal interpretations of contractual provisions within our
franchise agreements, (vii) the Company’s ability to enhance, market, and protect the RE/MAX and Motto Mortgage
brands, (viii) the Company’s ability to implement its technology initiatives, (ix) fluctuations in foreign currency exchange
rates, and (x) the Company’s ability to obtain any required additional financing in the future on acceptable terms or at all.
Expectations of the Company relating to environmental, social and governance factors may impose additional
costs and expose us to new risks.
There is an increasing focus from certain investors, employees and other stakeholders concerning corporate
responsibility, specifically related to environmental, social and governance factors. Some investors may use these factors
to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies relating
to corporate responsibility are inadequate. Third-party providers of corporate responsibility ratings and reports on
companies have increased to meet growing investor demand for measurement of corporate responsibility performance.
The criteria by which companies’ corporate responsibility practices are assessed may change, which could result in
greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria. If we elect not to or are
unable to satisfy such new criteria, investors may conclude that our policies with respect to corporate responsibility are
inadequate. We may face reputational damage in the event that our corporate responsibility procedures or standards do
not meet the standards set by various constituencies. Furthermore, if our competitors’ corporate responsibility
performance is perceived to be greater than ours, potential or current investors may elect to invest with our competitors
instead. In addition, in the event that we communicate certain initiatives and goals regarding environmental, social and
governance matters, we could fail, or be perceived to fail, in our achievement of such initiatives or goals, or we could be
criticized for the scope of such initiatives or goals. If we fail to satisfy the expectations of investors, employees and other
stakeholders or our initiatives are not executed as planned, our reputation and financial results could be materially and
adversely affected.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our corporate headquarters is located in leased offices in Denver, Colorado. The lease consists of approximately 231,000
square feet and expires in April 2028. We also lease an office building in Denver, Colorado for our booj operations. The
lease consists of approximately 20,000 square feet and expires in February 2034.
ITEM 3. LEGAL PROCEEDINGS
As disclosed in Note 14, Commitments and Contingencies, from time to time we are involved in litigation, claims and other
proceedings relating to the conduct of our business, and the disclosures set forth in Note 14 relating to certain legal
matters is incorporated herein by reference. Such litigation and other proceedings may include, but are not limited to,
actions relating to intellectual property, commercial arrangements, franchising arrangements, brokerage disputes,
vicarious liability based upon conduct of individuals or entities outside of our control including franchisees and
independent agents, and employment law claims. Litigation and other disputes are inherently unpredictable and subject to
substantial uncertainties and unfavorable resolutions could occur. Often these cases raise complex factual and legal
issues, which are subject to risks and uncertainties and which could require significant time and resources from
management. Although we do not believe any currently pending litigation will have a material adverse effect on our
business, financial condition or operations, there are inherent uncertainties in litigation and other claims and regulatory
proceedings and such pending matters could result in unexpected expenses and liabilities and might materially adversely
affect our business, financial condition or operations, including our reputation.
ITEM 4. MINE SAFETY DISCLOSURES
None.
38
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Our Class A common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “RMAX”. As of February
22, 2021, we had 51 stockholders of record of our Class A common stock. This number does not include stockholders
whose stock is held in nominee or street name by brokers. All shares of Class B common stock are owned by RIHI, Inc.
(“RIHI”), and there is no public market for these shares.
4
For the years ended December 31, 2020 and 2019 we declared a $0.22 and $0.21 per share dividend for each quarter
during those calendar years, respectively. We intend to continue to pay a cash dividend on shares of Class A common
stock on a quarterly basis. However the timing and amount of those dividends will be subject to approval and declaration
by our Board of Directors and will depend on a variety of factors, including the financial results and cash flows of RMCO,
LLC and its consolidated subsidiaries (“RMCO”), distributions we receive from RMCO, cash requirements and financial
condition, our ability to pay dividends under our senior secured credit facility and any other applicable contracts, and other
factors deemed relevant by our Board of Directors. All dividends declared and paid will not be cumulative. See Note 5,
Earnings Per Share and Dividends to the consolidated financial statements included elsewhere in this Annual Report on
Form 10-K for further information.
Performance Graph
The following graph and table depict the total return to stockholders from December 31, 2015 through December 31,
2020, relative to the performance of the S&P SmallCap 600 Index, S&P 500 Index and S&P Homebuilders Select Industry
Index. The graph assumes that $100 was invested at the closing price on December 31, 2015 and that all dividends were
reinvested.
The performance graph is not intended to be indicative of future performance. The performance graph shall not be
deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that
Section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities
Act of 1933, as amended, (the “Securities Act”), or the Exchange Act.
39
Comparison of Cumulative Five-Year Return
$250
$200
$150
$100
$50
12/31/15
12/31/16
12/31/17
12/31/18
12/31/19
12/31/20
RE/MAX Holdings, Inc.
S&P SmallCap 600 Index
S&P 500 Index
S&P Homebuilders Select Industry Index
Unregistered Sales of Equity Securities and Use of Proceeds
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM 6. SELECTED FINANCIAL DATA
The following tables set forth our selected historical consolidated financial results and other data as of the dates and for
the periods indicated. The selected consolidated statements of income data for the years ended December 31, 2020,
2019 and 2018, and the consolidated balance sheets data as of December 31, 2020 and 2019 have been derived from
our audited consolidated financial statements (“financial statements”) included elsewhere in this Annual Report on
Form 10-K. The selected consolidated statements of income data for the years ended December 31, 2017 and 2016 and
the selected consolidated balance sheets data as of December 31, 2018, 2017 and 2016 have been derived from our
audited financial statements not included in this Annual Report on Form 10-K.
As of December 31, 2015, RE/MAX Holdings, Inc. (“Holdings”) owned 58.3% of the common membership units in RMCO,
LLC and its consolidated subsidiaries (“RMCO”), and as of December 31, 2020, Holdings owns 59.4% of the common
membership units in RMCO. Holdings’ only business is to act as the sole manager of RMCO and in that capacity,
Holdings operates and controls all of the business and affairs of RMCO.
Our selected historical financial data may not be indicative of our future financial condition, future results of operations or
future cash flows.
40
2020
Year Ended December 31,
2018
(in thousands, except per share amounts and agent data)
2017
2019
2016
Total revenue:
Continuing franchise fees . . . . . . . . . . . . . . . . . . . . . . . . . $
Annual dues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Broker fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketing Funds fees . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Franchise sales and other revenue . . . . . . . . . . . . . . . . . .
Brokerage revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating expenses:
Selling, operating and administrative expenses . . . . . . . .
Marketing Funds expenses . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . .
Impairment charge - leased assets . . . . . . . . . . . . . . . . . .
Gain on reduction in tax receivable agreement liability . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other expenses, net:
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency transaction (losses) gains . . . . . . . . . . .
Loss on early extinguishment of debt . . . . . . . . . . . . . . . .
Total other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before provision for income taxes . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: net income attributable to non-controlling interests . . . . . .
Net income attributable to RE/MAX Holdings, Inc. . . . . . . . . . . . . $
Earnings Per Share Data:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Other Data:
Agent count at period end (unaudited) . . . . . . . . . . . . . . . . . . . . .
Cash dividends declared per share of Class A common stock . . $
90,217 $
35,075
50,028
64,402
26,279
—
266,001
99,928 $ 101,104 $
35,409
45,990
72,299
28,667
—
282,293
35,894
46,871
—
28,757
—
212,626
93,694 $
33,767
43,801
—
22,452
—
193,714
81,197
32,653
37,209
—
24,471
112
175,642
128,998
64,402
26,691
7,902
—
227,993
38,008
(9,223)
340
(2)
—
(8,885)
29,123
(9,103)
20,020
9,056
10,964 $
119,232
72,299
22,323
—
—
213,854
68,439
120,242
—
20,678
—
(6,145)
134,775
77,851
107,606
—
20,512
—
(32,736)
95,382
98,332
88,215
—
16,094
—
—
104,309
71,333
(12,229)
1,446
109
—
(10,674)
57,765
(10,909)
46,856
21,816
25,040 $
(12,051)
676
(312)
—
(11,687)
66,164
(16,342)
49,822
22,939
26,883 $
(9,996)
352
174
—
(9,470)
88,862
(57,542)
31,320
21,221
10,099 $
(8,596)
160
(86)
(796)
(9,318)
62,015
(15,167)
46,848
24,627
22,221
0.60 $
0.60 $
1.41 $
1.40 $
1.52 $
1.51 $
0.57 $
0.57 $
1.26
1.26
137,792
130,889
124,280
0.88 $
0.84 $
0.80 $
119,041
0.72 $
111,915
0.60
41
2020
2019
As of December 31,
2018
(in thousands)
2017
2016
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $
Restricted cash (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Franchise agreements, net . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payable pursuant to tax receivable agreements,
including current portion . . . . . . . . . . . . . . . . . . . . . . . . .
Debt, including current portion . . . . . . . . . . . . . . . . . . . .
Total stockholders' equity. . . . . . . . . . . . . . . . . . . . . . . .
101,355 $
19,872
72,196
175,835
557,392
83,001 $
20,600
87,670
159,038
542,352
59,974 $
—
103,157
150,684
428,373
50,807 $
—
119,349
135,213
413,934
33,564
223,565
112,681
37,223
225,681
98,376
40,787
227,787
75,014
53,175
228,986
45,408
57,609
—
109,140
126,633
444,683
98,809
230,820
40,615
(1) Restricted cash is attributable to the Marketing Funds, which were acquired January 1, 2019. See Note 6,
Acquisitions, to the accompanying consolidated financial statements for more information.
42
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis should be read in conjunction with our consolidated financial statements (“financial
statements”) and accompanying notes thereto included elsewhere in this Annual Report on Form 10-K. This
Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking
statements. See “Forward-Looking Statements” and “Item 1A.—Risk Factors” for a discussion of the uncertainties, risks
and assumptions associated with these statements. Actual results may differ materially from those contained in any
forward-looking statements.
The historical results of operations discussed in this Management’s Discussion and Analysis of Financial Condition and
Results of Operations are those of RE/MAX Holdings, Inc. (“Holdings”) and its consolidated subsidiaries (collectively, the
“Company,” “we,” “our” or “us”).
Overview
Industry Conditions and the Impact of COVID-19 on our Company and Results of Operations
The COVID-19 pandemic began impacting the global economy in early 2020, adversely affecting consumer demand,
financial markets and employment levels. The residential real estate industry was not immune to the impacts of the
pandemic as the amount of homebuying, selling and borrowing activity significantly slowed in the second quarter. After
year-over-year transaction declines in April and May that averaged nearly 30% in U.S. Company-Owned Regions, we
began to experience a resurgence in demand during the second half of the year, with an average year-over-year
transaction growth of approximately 19%. We believe that the residential real estate industry is positioned for future
growth and will benefit from an increase in demand from rising household formations, an increase in demand from lifestyle
and generational shifts, and pent-up demand from supply shortages accompanied by record-low interest rates.
In response to the COVID-19 pandemic, during the second quarter we offered our RE/MAX franchisees in Company-
Owned Regions in the U.S. and Canada and our Motto Mortgage franchisees temporary financial relief options to support
their businesses, which resulted in reductions of Continuing franchise fees and Marketing Funds fees of $7.0 million and
$4.9 million in the second quarter, respectively. Many of our Independent Region owners in the U.S. and Canada and
globally also extended financial relief programs to their franchisees. All North American relief programs ended in the
second quarter, although small amounts continued into the third quarter for our global regions. At this time, we do not plan
to offer further financial relief programs.
Also during the second quarter, we implemented a cost mitigation plan that included the elimination of the 2020 corporate
bonus plan, the temporary suspension of the 401(k) match, travel and events, and the implementation of a hiring freeze.
Given the Company’s strong performance in the second half of the year, the Board of Directors approved a discretionary
bonus in the fourth quarter, albeit at a lower level than our initially established bonus targets prior to the pandemic and the
actual 2019 attainment level. Cost savings measures enacted in 2020 largely ended as of December 31, 2020 with the
notable exception of travel and events related expenses which are expected to be muted, at least initially, in 2021.
We continue to monitor the impact of the pandemic on all aspects of our business. Our priority with regard to COVID-19
has been, and continues to be, the safety, health and well-being of our employees, networks, consumers and others with
whom we partner in our business activities to continue our operations in this unprecedented environment.
Financial and Operational Highlights – Year Ended December 31, 2020
(Compared to the year ended December 31, 2019 unless otherwise noted)
• Acquired The Gadberry Group, LLC (“Gadberry”), a location intelligence data company and Wemlo, Inc.
(“wemlo”), an innovative fintech company that provides third-party mortgage loan processing services through its
“Service Cloud” for mortgage brokers, combining third-party loan processing with an all-in-one digital platform.
• Total agent count increased by 5.3% to 137,792 agents.
• U.S. and Canada combined agent count decreased 0.5% to 84,250 agents.
• Total open Motto Mortgage offices increased 27.0% to 141 offices.
• Total Revenue of $266.0 million, a decrease of 5.8% from the prior year.
43
• Net income attributable to RE/MAX Holdings, Inc. of $11.0 million.
• Adjusted EBITDA of $92.6 million and Adjusted EBITDA margin of 34.8% compared to Adjusted EBITDA of
$103.5 million and Adjusted EBITDA margin of 36.7% from the prior period. This decrease driven primarily by
temporary COVID-19 related financial support initiatives.
Execution of our strategy, and continued investment in our business alongside rebounding U.S. housing and mortgage
markets helped our business recover quickly from coronavirus-related declines experienced in the second quarter of
2020. Despite the pandemic, we generated healthy organic growth in the latter part of the year and continued our trend of
robust free cash flow generation resulting in a year-end cash balance of $101.4 million. Overall, RE/MAX agent count and
Motto franchise sales continued to grow. Agent count outside the U.S. and Canada accelerated in the second half of
2020 and grew 16% year-over-year. Motto franchise sales of 71 set an annual record and increased more than 35% from
2019. We also continued to invest for long-term growth and completed the acquisitions of wemlo and Gadberry during the
third quarter of 2020. These strategic acquisitions tie directly into our strategy of adding value for the RE/MAX and Motto
Mortgage networks while broadening and diversifying our revenue and growth opportunities. These acquisitions benefit
our networks, strengthen our technology and data core, and create additional commercial possibilities. We are already
investing in wemlo and Gadberry and currently expect these two acquisitions, alongside incremental investments from our
2019 acquisition of First, to adversely impact Adjusted EBITDA in a range of $2.5 million to $3.5 million during 2021
compared to 2020, and become accretive in 2022.
The Financial and Operational Highlights, Results of Operations and Sources and Uses of Cash, for the years ended
December 31, 2019 and 2018 and as compared to the year ended December 31, 2018 and 2017, respectively, has been
previously disclosed in Item 7 of our 2019 Annual Report on Form 10-K and is incorporated herein by reference.
Selected Operating and Financial Highlights
The following tables summarize several key performance indicators and our results of operations for the last three years.
Total agent count growth . . . . . . . . . . . . . . . . . . . . .
5.3 %
5.3 %
4.4 %
2020
As of December 31,
2019
2018
Agent Count:
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. and Canada Total . . . . . . . . . . . . . . . . . . . .
Outside U.S. and Canada . . . . . . . . . . . . . . . . . . . .
Network-wide agent count . . . . . . . . . . . . . . . . . . . .
62,303
21,947
84,250
53,542
137,792
63,121
21,567
84,688
46,201
130,889
63,122
21,327
84,449
39,831
124,280
Motto open offices (2) . . . . . . . . . . . . . . . . . . . . . . .
141
111
78
RE/MAX franchise sales (1) . . . . . . . . . . . . . . . . . .
Motto franchise sales (2) . . . . . . . . . . . . . . . . . . . .
1,033
71
1,030
52
1,120
49
2020
Year Ended December 31,
2019
2018
(1) Includes franchise sales in the U.S., Canada and global regions.
(2) Excludes virtual offices and Branchises.
44
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Total selling, operating and administrative expenses . . . . . . . . . . $
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net income attributable to RE/MAX Holdings, Inc. . . . . . . . . . . . . $
Adjusted EBITDA (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjusted EBITDA margin (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2019
282,293
119,232
68,439
46,856
25,040
103,515
2020
266,001
128,998
38,008
20,020
10,964
92,558
$
$
$
$
$
$
$
$
$
$
$
$
2018
212,626
120,242
77,851
49,822
26,883
104,316
34.8 %
36.7 %
49.1 %
(1) See “—Non-GAAP Financial Measures” for further discussion of Adjusted EBITDA and Adjusted EBITDA margin and
a reconciliation of the differences between Adjusted EBITDA and net income, which is the most comparable U.S.
generally accepted accounting principles (“U.S. GAAP”) measure for operating performance. Adjusted EBITDA
margin represents Adjusted EBITDA as a percentage of total revenue.
Results of Operations
Year Ended December 31, 2020 vs. Year Ended December 31, 2019
Revenue
A summary of the components of our revenue is as follows (in thousands except percentages):
Year Ended
December 31,
Change
Favorable/(Unfavorable)
2020
2019
$
%
Revenue:
Continuing franchise fees . . . . . . . . . . . . . . $
Annual dues . . . . . . . . . . . . . . . . . . . . . . . . .
Broker fees . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketing Funds fees . . . . . . . . . . . . . . . . .
Franchise sales and other revenue. . . . . . .
Total revenue . . . . . . . . . . . . . . . . . . . . . $
90,217
35,075
50,028
64,402
26,279
266,001
$
$
99,928
35,409
45,990
72,299
28,667
282,293
$
$
(9,711)
(334)
4,038
(7,897)
(2,388)
(16,292)
(9.7)%
(0.9)%
8.8 %
(10.9)%
(8.3)%
(5.8)%
Consolidated revenue decreased primarily due to temporary COVID-19 related financial support initiatives the Company
provided in the second quarter and, to a lesser extent, agent recruiting initiatives that reduced both Continuing franchise
fees and Marketing Funds fees.
Continuing Franchise Fees
Revenue from Continuing franchise fees decreased primarily due to temporary COVID-19 related financial support
initiatives and previously announced agent recruiting initiatives which waive Continuing franchise, partially offset by Motto
expansion.
Broker Fees
Revenue from Broker fees increased primarily due to rising home prices and higher total transactions per agent.
Marketing Funds fees
Revenue from the Marketing Funds fees decreased primarily due to temporary COVID-19 related financial support
initiatives and previously announced agent recruiting initiatives which waive Marketing Funds fees.
45
Franchise Sales and Other Revenue
Franchise sales and other revenue decreased primarily due to continued attrition of booj’s legacy customer base, lower
approved supplier revenue and lower event-based revenue, partially offset by incremental revenue from acquisitions. For
the full year 2021, we expect the attrition of the booj legacy customer base to negatively impact revenue and profit by
approximately $2.0 million as compared to 2020. In addition, in 2021 our first quarter annual agent conference will have
limited in-person attendance and the majority of agents will participate virtually. As a result, we expect our revenue to be
approximately $1.5 million lower in the first quarter of 2021 as compared to the same prior year period; however,
associated cost savings are expected to largely offset the decreased revenue.
Operating Expenses
A summary of the components of our operating expenses is as follows (in thousands, except percentages):
Year Ended
December 31,
Change
Favorable/(Unfavorable)
2020
2019
$
%
Operating expenses:
Selling, operating and administrative expenses . . . . . . . . $
Marketing Funds expenses . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . .
Impairment charge - leased assets . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . $
Percent of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . .
128,998 $
119,232 $
64,402
26,691
7,902
227,993 $
85.7 %
72,299
22,323
—
213,854 $
75.8 %
(9,766)
7,897
(4,368)
(7,902)
(14,139)
(8.2)%
10.9 %
(19.6)%
n/m %
(6.6)%
n/m – not meaningful
Selling, Operating and Administrative Expenses
Selling, operating and administrative expenses consists of personnel costs, professional fee expenses, lease costs and
other expenses. Other expenses within selling, operating and administrative expenses include certain marketing and
production costs that are not paid by the Marketing Funds, including travel and entertainment costs, and costs associated
with our annual conventions in the U.S. and other events and technology services.
A summary of the components of our selling, operating and administrative expenses is as follows (in thousands, except
percentages):
Year Ended
December 31,
Change
Favorable/(Unfavorable)
2020
2019
$
%
Selling, operating and administrative expenses:
Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total selling, operating and administrative expenses . . . . $
Percent of revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75,569 $
12,909
8,861
31,659
128,998 $
48.5 %
63,022 $
11,159
8,805
36,246
119,232 $
42.2 %
(12,547)
(1,750)
(56)
4,587
(9,766)
(19.9)%
(15.7)%
(0.6)%
12.7 %
(8.2)%
n/m – not meaningful
Total selling, operating and administrative expenses increased as follows:
• Personnel costs increased due to an increase in equity-based compensation expense of $5.3 million (See Note
13, Equity-Based Compensation), increased headcount largely from acquisitions and compensation increases for
existing employees, partially offset by the suspension of the 401(k) match. As a result of equity issued in
conjunction with acquisitions and increased headcount, we expect equity-based compensation expense will
increase approximately $11 million in 2021 as compared to 2020.
46
• Professional fees increased primarily due to an increase in legal fees related to the Moehrl-related suits (See
Note 14, Commitments and Contingencies). Due to ongoing industry litigation, we expect legal fees will increase
approximately $1.0 million in 2021 as compared to 2020.
• Other selling, operating and administrative expenses decreased primarily due to lower travel and events
expenses as part of our cost mitigation plan and lower bad debt expense driven by improved collections of past-
due receivables partially offset by new costs associated with our acquisitions.
Marketing Funds Expenses
We recognize an equal and offsetting amount of expenses to revenue such that there is no impact to our overall
profitability.
Depreciation and Amortization
Depreciation and amortization expense increased primarily due to placing the booj Platform in service and new
amortization related to our acquisitions.
Impairment charge – leased assets
During the third quarter of 2020, we began executing on a plan to both refresh our corporate headquarters and sublease
space made available through the refresh. As a result, we performed an impairment test on the portion of our
headquarters we intend to sublease and recognized an impairment charge of $7.9 million. See Note 3, Leases, for
additional information about our leases.
Other Expenses, Net
A summary of the components of our operating expenses is as follows (in thousands, except percentages):
Year Ended
December 31,
Change
Favorable/(Unfavorable)
2020
2019
$
%
Other expenses, net:
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . $
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency transaction gains (losses) . . .
Total other expenses, net . . . . . . . . . . . $
Percent of revenue . . . . . . . . . . . . . . . .
(9,223)
340
(2)
(8,885)
$
$
(12,229)
1,446
109
(10,674)
$
$
3.3 %
3.8 %
3,006
(1,106)
(111)
1,789
(24.6) %
(76.5) %
(101.8) %
(16.8) %
Other expenses, net decreased primarily due to a decrease in interest expense as a result of decreasing interest rates on
our Senior Secured Credit Facility partially offset by lower interest earnings on our cash balances from lower interest
rates.
Provision for Income Taxes
Our effective income tax rate increased to 31.3% from 18.9% for the years ended December 31, 2020 and 2019,
respectively, primarily due to (a) nonrecurring taxes arising from the conversion of wemlo and First from C Corporations to
flow-through entities (which is expected to provide long-term tax amortization benefits), and (b) the impact of lower pre-tax
income compared to certain non-creditable foreign taxes which have not decreased.
Our effective income tax rate depends on many factors, including a rate benefit attributable to the fact that the portion of
RMCO’s earnings attributable to the non-controlling interests are not subject to corporate-level taxes because RMCO is
classified as a partnership for U.S. federal income tax purposes and therefore is treated as a “flow-through entity,” as well
as annual changes in state and foreign income tax rates. See Note 4, Non-controlling Interest, further details on the
allocation of income taxes between Holdings and the non-controlling interest and see Note 12, Income Taxes for
additional information.
47
Adjusted EBITDA
See “—Non-GAAP Financial Measures” for our definition of Adjusted EBITDA and for further discussion of our
presentation of Adjusted EBITDA as well as a reconciliation of Adjusted EBITDA to net income, which is the most
comparable GAAP measure for operating performance.
Adjusted EBITDA was $92.6 million for the year ended December 31, 2020, a decrease of $10.9 million from the
comparable prior year period. Adjusted EBITDA decreased primarily due to revenue decreases from the temporary
COVID-19 related financial support initiatives in the second quarter, increased personnel costs largely from acquisitions,
higher legal fees and other new costs from acquisitions partially offset by lower travel and events expenses, lower 401(k)
expenses from cost mitigation steps in response to the COVID-19 pandemic, and lower bad debt expense from improved
collections.
Non-GAAP Financial Measures
The Securities and Exchange Commission (“SEC”) has adopted rules to regulate the use in filings with the SEC and in
public disclosures of financial measures that are not in accordance with U.S. GAAP, such as Adjusted EBITDA and the
ratios related thereto. These measures are derived on the basis of methodologies other than in accordance with U.S.
GAAP.
We define Adjusted EBITDA as EBITDA (consolidated net income before depreciation and amortization, interest expense,
interest income and the provision for income taxes, each of which is presented in our audited financial statements
included elsewhere in this Annual Report on Form 10-K), adjusted for the impact of the following items that are either non-
cash or that we do not consider representative of our ongoing operating performance: gain or loss on sale or disposition of
assets and sublease, non-cash impairment charges, equity-based compensation expense, acquisition-related expense,
gain on reduction in tax receivable agreement liability, Special Committee investigation and remediation expense,
expense or income related to changes in the estimated fair value measurement of contingent consideration and other
non-recurring items.
As Adjusted EBITDA omits certain non-cash items and other non-recurring cash charges or other items, we believe that it
is less susceptible to variances that affect our operating performance resulting from depreciation, amortization and other
non-cash and non-recurring cash charges or other items. We present Adjusted EBITDA, and the related Adjusted EBITDA
margin, because we believe they are useful as supplemental measures in evaluating the performance of our operating
businesses and provides greater transparency into our results of operations. Our management uses Adjusted EBITDA
and Adjusted EBITDA margin as factors in evaluating the performance of our business.
Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools, and you should not consider these
measures either in isolation or as a substitute for analyzing our results as reported under U.S. GAAP. Some of these
limitations are:
•
•
•
•
•
•
•
•
these measures do not reflect changes in, or cash requirements for, our working capital needs;
these measures do not reflect our interest expense, or the cash requirements necessary to service interest or
principal payments on our debt;
these measures do not reflect our income tax expense or the cash requirements to pay our taxes;
these measures do not reflect the cash requirements to pay dividends to stockholders of our Class A common
stock and tax and other cash distributions to our non-controlling unitholders;
these measures do not reflect the cash requirements pursuant to the Tax Receivable Agreements (“TRAs”);
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will
often require replacement in the future, and these measures do not reflect any cash requirements for such
replacements;
although equity-based compensation is a non-cash charge, the issuance of equity-based awards may have a
dilutive impact on earnings per share; and
other companies may calculate these measures differently, so similarly named measures may not be
comparable.
48
The adjustments to EBITDA in future periods are generally expected to be similar to the kinds of charges and costs
excluded from Adjusted EBITDA in prior periods. The exclusion of these charges and costs in future periods will have a
significant impact on our Adjusted EBITDA. We are not able to provide a reconciliation of anticipated non-GAAP financial
information for future periods to the corresponding U.S. GAAP measures without unreasonable effort because of the
uncertainty and variability of the nature and amount of these future charges and costs.
A reconciliation of Adjusted EBITDA to net income is set forth in the following table (in thousands):
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Gain) loss on sale or disposition of assets . . . . . . . . . . . . . . . . . .
Impairment charge - leased assets (1) . . . . . . . . . . . . . . . . . . . . . . .
Equity-based compensation expense . . . . . . . . . . . . . . . . . . . . . . .
Acquisition-related expense (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on reduction in tax receivable agreement liability (3) . . . . . . .
Special Committee investigation and remediation expense (4) . . .
Fair value adjustments to contingent consideration (5) . . . . . . . . . .
Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Year Ended December 31,
2019
2020
2018
20,020 $
26,691
9,223
(340)
9,103
64,697
503
7,902
16,267
2,375
—
—
814
92,558 $
46,856 $
22,323
12,229
(1,446)
10,909
90,871
342
—
10,934
1,127
—
—
241
103,515 $
49,822
20,678
12,051
(676)
16,342
98,217
(139)
—
9,176
1,634
(6,145)
2,862
(1,289)
104,316
(1) Represents the impairment recognized on a portion of our corporate headquarters office building. See Note 3, Leases
to the accompanying consolidated financial statements for additional information. Lease costs are lower by
$0.1 million for the year ended December 31, 2020 as a result of the impairment.
(2) Acquisition-related expense includes personnel, legal, accounting, advisory and consulting fees incurred in
connection with the acquisition and integration of acquired companies.
(3) Gain on reduction in tax receivable agreement liability is a result of the Tax Cuts and Jobs Act enacted in December
2017 and further clarified in 2018. See Note 12, Income Taxes for additional information.
(4) Special Committee investigation and remediation expense relates to costs incurred in relation to the previously
disclosed investigation by the special committee of independent directors of actions of certain members of our senior
management and the implementation of the remediation plan.
(5) Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair
value of the contingent consideration liabilities. See Note 11, Fair Value Measurements, to the accompanying
consolidated financial statements for additional information
Liquidity and Capital Resources
Overview of Factors Affecting Our Liquidity
Our liquidity position is affected by the growth of our agent and franchise base and conditions in the real estate market. In
this regard, our short-term liquidity position from time to time has been, and will continue to be, affected by a number of
factors including agents in the RE/MAX network, particularly in Company-Owned Regions. Our cash flows are primarily
related to the timing of:
(i)
cash receipt of revenues, including any declines in Continuing franchise fees driven by the temporary
COVID- 19-related financial support initiatives the Company offered during the second quarter of 2020, and
any similar programs offered by the Independent regions in the U.S. and Canada, as well as significant
variability in Broker fees revenue due to home sale volatility during COVID-19;
(ii)
payment of selling, operating and administrative expenses;
(iii)
investments in technology and Motto;
(iv)
cash consideration for acquisitions and acquisition-related expenses;
(v)
principal payments and related interest payments on our Senior Secured Credit Facility;
49
(vi)
dividend payments to stockholders of our Class A common stock;
(vii)
distributions and other payments to non-controlling unitholders pursuant to the terms of RMCO’s limited liability
company operating agreement (“the RMCO, LLC Agreement”);
(viii) corporate tax payments paid by the Company; and
(ix)
payments to the TRA parties pursuant to the TRAs.
We have satisfied these needs primarily through our existing cash balances, cash generated by our operations and funds
available under our Senior Secured Credit Facility.
Our liquidity has been impacted by the COVID-19 pandemic. The future impact of the COVID-19 pandemic on our liquidity
and financial condition is unknown, and its impact may be variable over time as government regulations, market
conditions and consumer behavior changes positively or negatively in response to developments with respect to the
pandemic. We may utilize our Senior Secured Credit Facility, and we may pursue other sources of capital that may
include other forms of external financing, in order to increase our cash position and preserve financial flexibility in
response to the uncertainty in the United States and global markets resulting from COVID-19.
Financing Resources
RMCO and RE/MAX, LLC, a wholly owned subsidiary of RMCO, have a credit agreement with JPMorgan Chase Bank,
N.A., as administrative agent, and various lenders party thereto (the “Senior Secured Credit Facility”). The Senior Secured
Credit Facility provided to RE/MAX, LLC $235.0 million in term loans and a $10.0 million revolving facility. Borrowings
under the term loans and revolving loans accrue interest, at London Interbank Offered Rate (“LIBOR”), provided LIBOR
shall be no less than 0.75% plus an applicable margin of 2.75%. LIBOR was originally set to cease being provided as a
reference rate at the end of 2021, with alternate rates in the U.S. being developed such as the Secured Overnight
Financing Rate (“SOFR”). Such cessation would likely require amendments to our Senior Secured Credit Facility.
However, in late 2020, the timeline for the cessation of term-based LIBOR (upon which our outstanding borrowings are
based) was extended until June 2023. The Company continues to evaluate when it might modify its Senior Secured Credit
Facility to allow for a new reference rate.
The Senior Secured Credit Facility restricts the aggregate acquisition consideration for permitted acquisitions, in a
situation in which RE/MAX, LLC would not be in pro forma compliance with a 3.5:1.0 total leverage ratio (based on how
such term is defined therein), to $100.0 million in any fiscal year. The Senior Secured Credit Facility also provides for
incremental facilities, subject to lender participation, as long as the total leverage ratio (calculated as net debt to EBITDA
as defined therein) remains below 4.00:1.00.
The Senior Secured Credit Facility requires RE/MAX, LLC to repay term loans at $0.6 million per quarter. We are also
required to repay the term loans and reduce revolving commitments with (i) 100.0% of proceeds of any incurrence of
additional debt not permitted by the Senior Secured Credit Facility, (ii) 100.0% of proceeds of asset sales and 100.0% of
amounts recovered under insurance policies, subject to certain exceptions and a reinvestment right and (iii) 50% of
excess cash flow (as defined in the Senior Secured Credit Facility) at the end of the applicable fiscal year if RE/MAX,
LLC’s total leverage ratio as defined in the Senior Secured Credit Facility is in excess of 3.25:1. If the total leverage ratio
as of the last day of such fiscal year is less than 3.25:1 but above 2.75:1, the repayment percentage is 25% of excess
cash flow and if the total leverage ratio as of the last day of such fiscal year is less than 2.75:1, no repayment from excess
cash flow is required. Any such repayment would be due no later than April 10 of the following year. As of December 31,
2020, the aforementioned leverage ratio for RE/MAX LLC is less than 2.0:1, and therefore no such repayment is due on
April 10, 2021.
The Senior Secured Credit Facility is guaranteed by RMCO and is secured by a lien on substantially all of the assets of
RE/MAX, LLC.
The Senior Secured Credit Facility provides for customary restrictions on, among other things, additional indebtedness,
liens, dispositions of property, dividends, transactions with affiliates and fundamental changes such as mergers,
consolidations and liquidations. With certain exceptions, any default under any of our other agreements evidencing
indebtedness in the amount of $15.0 million or more constitutes an event of default under the Senior Secured Credit
Facility.
50
As of December 31, 2020, we had $223.5 million of term loans outstanding, net of an unamortized discount and issuance
costs, and no revolving loans outstanding under our Senior Secured Credit Facility. As of December 31, 2020, the interest
rate on the term loan facility was 3.5%. If any loan or other amounts are outstanding under the revolving line of credit, the
Senior Secured Credit Facility requires compliance with a leverage ratio and an interest coverage ratio. A commitment fee
of 0.5% per annum accrues on the amount of unutilized revolving line of credit.
As needs arise, we may seek additional financing in the public capital markets.
Sources and Uses of Cash
As of December 31, 2020, and 2019, we had $101.4 million and $83.0 million, respectively, in cash and cash equivalents,
of which approximately $4.2 million and $1.1 million were denominated in foreign currencies, respectively.
Cash provided by (used in):
Operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net change in cash, cash equivalents and restricted cash . . . . . . . . . . . . . . . . . .
$
$
70,847
(17,530)
(35,999)
308
17,626
$
$
78,975
(876)
(34,542)
70
43,627
Year Ended December 31,
2020
2019
Operating Activities
Cash provided by operating activities decreased primarily as a result of:
•
•
•
•
a decrease in Adjusted EBITDA of $10.9 million;
larger payments of certain employee related accruals;
partially offset by lower tax payments due to lower taxable income; and
lower net interest payments due to lower interest rates.
Investing Activities
During the year ended December 31, 2020, cash used in investing activities was primarily the result of restricted cash
acquired in connection with the acquisition of the Marketing Funds during 2019 versus the cash used in the acquisitions of
wemlo and Gadberry, as well as lower capitalizable investments in technology as compared to the prior year.
Financing Activities
During the year ended December 31, 2020, cash used in financing activities increased primarily due increased primarily
due to an increase in payments related to tax withholding for share-based compensation, primarily due to half of the
corporate bonus plan being settled in stock, and an increase in dividends per Class A share and non-controlling unit to
$0.22 per share/unit during each quarter of 2020 as compared to $0.21 per share/unit during each quarter in 2019,
partially offset by decreases in tax distributions paid to non-controlling unitholders.
Capital Allocation Priorities
Liquidity
Our objective is to maintain a strong liquidity position. We have existing cash balances, cash flows from operating
activities, access to our revolving facility and incremental facilities under our Senior Secured Credit Facility available to
support the needs of our business. Should additional liquidity needs arise, we may choose to access public capital
markets if such financing would be available.
51
Acquisitions
As part of our growth strategy we may pursue reacquisitions of Independent Regions as well as additional acquisitions or
investments in complementary businesses, services and technologies that would provide access to new markets, revenue
streams, or otherwise complement our existing operations. We would fund any such growth with various sources of capital
including existing cash balances and cash flow from operations, as well as proceeds from debt financings including under
existing credit facilities or new arrangements raised in the public capital markets.
Capital Expenditures
The total aggregate amount for purchases of property and equipment and capitalization of developed software was
$6.9 million, $13.2 million and $7.8 million in 2020, 2019 and 2018, respectively, with a portion of this funded from the
Marketing Funds. These amounts primarily related to investments in technology and training materials. In order to expand
our technology, we plan to continue to re-invest in our business in order to improve operational efficiencies and enhance
the tools and services provided to affiliates in our networks. Total capital expenditures for 2021 are expected to be
between $12.0 million and $15.0 million as a result of continued investments in technology and inclusive of between
$5.0 million and $6.0 million related to the refresh and efficiency enhancements of our corporate headquarters. See
Financial and Operational Highlights above for additional information.
Dividends
Our Board of Directors declared quarterly cash dividends of $0.22 and $0.21 per share on all outstanding shares of
Class A common stock every quarter in 2020 and 2019, respectively, as disclosed in Note 5, Earnings Per Share and
Dividends. On February 17, 2021, our Board of Directors announced a quarterly dividend of $0.23 per share on all
outstanding shares of Class A common stock, which is payable on March 17, 2021 to stockholders of record at the close
of business on March 3, 2021. The declaration of additional future dividends, and, if declared, the amount of any such
future dividend, will be subject to our actual future earnings and capital requirements and will be at the discretion of our
Board of Directors.
Distributions and Other Payments to Non-controlling Unitholders by RMCO
Distributions to Non-Controlling Unitholders Pursuant to the RMCO, LLC Agreement
As authorized by the RMCO, LLC Agreement, RMCO makes cash distributions to its members, Holdings and RIHI.
Distributions are required to be made by RMCO to its members on a pro-rata basis in accordance with each members’
ownership percentage in RMCO. These distributions have historically been either in the form of payments to cover its
members’ estimated tax liabilities, dividend payments, or payments to ensure pro-rata distributions have occurred.
As a limited liability company (treated as a partnership for income tax purposes), RMCO does not incur significant
domestic federal, state or local income taxes, as these taxes are primarily the obligations of its members. RMCO is
generally required to distribute cash to its members to cover each member’s estimated tax liabilities, if any, with respect to
their allocable share of RMCO earnings. Such distributions are required if any other distributions from RMCO (i.e., in the
form of dividend payments) for the relevant period are otherwise insufficient to enable each member to cover its estimated
tax liabilities.
Holdings’ only source of cash flow from operations is in the form of distributions from RMCO. Holdings receives
distributions from RMCO on a quarterly basis that are equal to the dividend payments Holdings makes to the stockholders
of its Class A common stock. As a result, absent any additional distributions, Holdings may have insufficient funds to
cover its estimated tax and TRA liabilities. Therefore, as necessary, RMCO makes a separate distribution to Holdings,
and because all distributions must be made on a pro-rata basis, RIHI receives a separate payment to ensure such pro-
rata distributions have occurred.
Payments Pursuant to the Tax Receivable Agreements
As of December 31, 2020, the Company reflected a total liability of $33.6 million under the terms of its TRAs. The liability
pursuant to the TRAs will increase upon future exchanges by RIHI of RMCO common units, with the increase
representing 85% of the estimated future tax benefits, if any, resulting from such exchanges. Payments are made on this
liability as tax benefits are realized by Holdings.
52
Distributions and other payments pursuant to the RMCO, LLC Agreement and TRAs were comprised of the following (in
thousands):
Distributions and other payments pursuant to the RMCO, LLC Agreement:
Pro rata distributions to RIHI as a result of distributions to RE/MAX Holdings in
order to satisfy its estimated tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total distributions to RIHI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments pursuant to the TRAs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total distributions to RIHI and TRA payments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
Contractual Obligations
Year Ended
December 31,
2020
2019
3,006
11,052
14,058
3,562
17,620
$
$
4,880
10,550
15,430
3,556
18,986
The following table summarizes our contractual obligations as of December 31, 2020 and the effect such obligations are
expected to have on our liquidity and cash flows in future periods (in thousands):
Payments due by Period
Senior Secured Credit Facility (including current portion) (1) (2) . . . . . . . . . . . . . . $ 225,013 $
Other long-term financing (including current portion) and interest payments . . .
Interest payments on credit facility (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease obligations (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments pursuant to tax receivable agreements (5) . . . . . . . . . . . . . . . . . . . .
Vendor contracts (6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Estimated undiscounted contingent consideration payments (7) . . . . . . . . . . . . .
79
23,269
65,418
33,564
64,341
9,474
Total
2,350 $ 222,663 $
Less than 1 year 1-3 years 3-5 years After 5 years
—
—
—
24,081
16,172
—
1,972
42,225
— $
—
—
17,552
6,706
—
3,800
28,058 $
—
15,316
15,666
7,096
6,690
2,956
79
7,953
8,119
3,590
57,651
746
80,488 $ 270,387 $
$ 421,158 $
(1) We have reflected full payment of our Senior Secured Credit Facility in December 2023 at maturity.
(2) The Senior Secured Credit Facility may require additional prepayments throughout the term of the loan based on the
total leverage ratio as discussed above.
(3) The variable interest rate on the Senior Secured Credit Facility is assumed at the interest rate in effect as of
December 31, 2020 of 3.5%.
(4) We are obligated under non-cancelable leases for offices and equipment. Future payments under these leases and
commitments, net of payments to be received under sublease agreements of $5.4 million in the aggregate, are
included in the table above.
(5) As described elsewhere in this Annual Report on Form 10-K, we entered into TRAs, that will provide for the payment
by us of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we
realize as a result of tax deductions arising from the increase in tax basis in RMCO’s assets.
(6) Represents outstanding purchase orders with vendors initiated in the ordinary course of business for operating and
capital expenditures, including payments from the Marketing Fund.
(7) Represents estimated payments to the former owner of Motto and former owners of Gadberry as required per the
purchase agreements. See Note 11, Fair Value Measurements, to the accompanying consolidated financial
statements for more information.
Commitments and Contingencies
Our management does not believe there are any matters involving us that could result, individually or in the aggregate, in
a material adverse effect on our financial condition, results of operations and cash flows.
Off Balance Sheet Arrangements
We have no material off balance sheet arrangements as of December 31, 2020.
Critical Accounting Judgments and Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and
assumptions that affect the amounts and disclosures in the financial statements and accompanying notes. Several of the
53
estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to
future events. We base estimates on historical experience and other assumptions believed to be reasonable under the
circumstances and evaluate these estimates on an ongoing basis. Actual results may differ from these estimates under
different assumptions or conditions.
Our significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies. We believe that
the accounting policies and estimates discussed below are critical to understanding our historical and future performance,
as these policies relate to the more significant areas involving management’s judgments and estimates.
Motto and First Goodwill
We assess goodwill for impairment at least annually or whenever an event occurs, or circumstances change that would
indicate impairment may have occurred at the reporting unit level. Reporting units are driven by the level at which
segment management reviews operating results. We perform our required impairment testing annually on October 1.
For most of our reporting units, the fair value of the reporting unit significantly exceeded its carrying value at the latest
assessment date and only a qualitative impairment test was performed. However, for First and Motto Franchising, we
performed a quantitative impairment test.
The Motto Franchising reporting unit in the Mortgage segment, which has a carrying value of goodwill as of December 31,
2020 of $11.8 million, is an early-stage business and its fair value is tied primarily to franchise sales over the next several
years and the discount rate used in our discounted cash flow analysis. Failure to achieve targeted franchise sales (which
are currently estimated at between 60 and 80 per year over the next 10 years) would likely result in an impairment of this
goodwill balance.
The First reporting unit in the Real Estate segment, which has a carrying value of goodwill as of December 31, 2020 of
$11.1 million, is an even earlier stage business and its fair value is tied primarily to agent adoption rates for the technology
and the discount rate used in our discounted cash flow analysis. A significant revision of the long-term targeted adoption
rate of approximately 20% of U.S. agents would result in lower expected usage, a need to reduce the monthly price, or
both and would likely result in an impairment of this goodwill balance. COVID-19 slowed the rollout of this technology in
2020. However, the Company has increased the marketing efforts for 2021 and created a group dedicated to technology
enablement, including First.
We have not recorded any goodwill impairments during the years ended December 31, 2020, 2019 and 2018.
Purchase Accounting for Acquisitions
We allocate the purchase price of an acquired business to its identifiable assets and liabilities based on estimated fair
values. The excess of the purchase price over the amount allocated to the identifiable assets less liabilities is recorded as
goodwill. Purchase price allocations require management to make assumptions and apply judgment to estimate the fair
value of acquired assets and liabilities. Management estimates the fair value of assets and liabilities primarily using
discounted cash flow analysis.
We typically engage outside appraisal firms to assist in the fair value determination of identifiable intangible assets,
primarily franchise rights. The timing and amount of expected future cash flows used in the valuation requires estimates,
among other items, of revenue and agent growth rates, operating expenses and expected operating cash flow margins.
The development of these cash flows, and the discount rate applied to the cash flows, is subject to inherent uncertainties.
We adjust the preliminary purchase price allocation, as necessary, after the acquisition closing date through the end of the
measurement period of one year or less as we finalize valuations for the assets acquired and liabilities assumed. If
estimates or assumptions used to complete the initial purchase price allocation and estimate the fair value of acquired
assets and liabilities significantly differed from assumptions made in the final valuation, the allocation of purchase price
between goodwill and intangibles could significantly differ. Such a difference would impact future earnings through
amortization expense of these intangibles. In addition, if forecasts supporting the valuation of the intangible assets or
goodwill are not achieved, impairments could arise, as discussed further above.
Deferred Tax Assets and TRA Liability
As discussed in Item 1. Business, Holdings has twice acquired significant portions of the ownership in RMCO. When
Holdings acquired this ownership in the form of common units, it received a significant step-up in tax basis on the
54
underlying assets held by RMCO. The step-up is principally equivalent to the difference between (1) the fair value of the
underlying assets on the date of acquisition of the common units and (2) their tax basis in RMCO, multiplied by the
percentage of units acquired. The majority of the step-up in basis relates to intangibles assets, primarily franchise
agreements and goodwill, and is included within deferred tax assets on our consolidated balance sheets. The computation
of the step-up requires valuations of the intangible assets of RMCO and has the same complexities and estimates as
discussed in Purchase Accounting for Acquisitions above. In addition, the step-up is governed by complex IRS rules that
limit which intangibles are subject to step-up, and also imposes further limits on the amount of step-up. Given the
magnitude of the deferred tax assets and complexity of the calculations, small adjustments to our model used to calculate
these deferred tax assets can result in material changes to the amounts recognized. There were no redemptions of
common units in RMCO in the periods presented. However, if more common units of RMCO are redeemed by RIHI, the
percentage of RE/MAX Holdings’ ownership of RMCO will increase, and additional deferred tax assets will be created as
additional tax basis step-ups occur and such amounts are likely to be material.
Pursuant to the TRA agreements, Holdings makes annual payments to RIHI and Parallaxes Rain Co-Investment, LLC
(“Parallaxes”) (a successor to the TRAs prior owners) equivalent to 85% of any tax benefits realized on each year’s tax
return from the additional tax deductions arising from the step-up in tax basis. A TRA liability of $33.6 million exists as of
December 31, 2020 for the future cash obligations expected to be paid under the TRAs and is not discounted. The
calculation of this liability is a function of the step-up described above and therefore has the same complexities and
estimates. Similar to the deferred tax assets, these liabilities would likely increase materially if RIHI redeems additional
common units of RMCO.
General Litigation Matters
We are subject to litigation claims arising in the ordinary course of business. We accrue for contingencies related to
litigation matters if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
Because these matters are inherently unpredictable and unfavorable developments or resolutions can occur, assessing
litigation matters is highly subjective and requires judgments about future events. We regularly review litigation matters to
determine whether our accruals and related disclosures are adequate. The amount of ultimate loss may differ from these
estimates. See Note 14, Commitments and Contingencies, for more information related to litigation matters.
New Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policies, for recently issued accounting pronouncements applicable to us
and the effect of those standards on our financial statements and related disclosures.
ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
We have operations both within the U.S. and globally and we are exposed to market risks in the ordinary course of our
business. These risks primarily include interest rate, foreign exchange and credit risks, as well as risks relating to changes
in the general economic conditions in the countries where we conduct business. We do not currently use derivative
instruments to mitigate the impact of our market risk exposures nor do we use derivatives for trading or speculative
purposes.
Credit Risk
We are exposed to credit risk related to receivable balances from franchisees. We perform quarterly reviews of credit
exposure above an established threshold for each franchisee and are in regular communication with those franchisees
about their balance. For significant delinquencies, we will terminate the franchise. While the onset of COVID-19 in early
2020 created concerns around possible increases in delinquencies, the strong rebound of the housing market coupled
with significant temporary financial support initiatives we offered resulted in collection rates roughly equivalent to prior
years. Bad debt expense has been less than 2% of revenue for all years presented.
Interest Rate Risk
We are subject to interest rate risk in connection with borrowings under our Senior Secured Credit Facility which bear
interest at variable rates. At December 31, 2020, $225.1 million in term loans were outstanding under our Senior Secured
Credit Facility. We currently do not engage in any interest rate hedging activity, but given our variable rate borrowings, we
monitor interest rates and if appropriate, may engage in hedging activity prospectively. The interest rate on our Senior
Secured Credit Facility is currently based on LIBOR, subject to a floor of 0.75%, plus an applicable margin of 2.75%. As of
55
December 31, 2020, the interest rate was 3.5%. If LIBOR rises, then each hypothetical 0.25% increase would result in
additional annual interest expense of $0.6 million. To mitigate a portion of this risk, we invest our cash balances in short-
term investments that earn interest at variable rates.
Currency Risk
We have a network of global franchisees in over 110 countries and territories. Fluctuations in exchange rates of the U.S.
dollar against foreign currencies can result, and have resulted, in fluctuations in (a) revenue and operating income due to
a portion of our revenue being denominated in foreign currencies and (b) foreign exchange transaction gains and losses
due primarily to cash and accounts receivable balances denominated in foreign currencies, with the Canadian dollar
representing the most significant exposure. We currently do not engage in any foreign exchange hedging activity of our
revenues but may do so in the future; however, we actively convert cash balances into U.S. dollars to mitigate currency
risk on cash positions. During the year ended December 31, 2020, a hypothetical 5% strengthening/weakening in the
value of the U.S. dollar compared to the Canadian dollar would have resulted in a decrease/increase to operating income
of approximately $1.0 million.
56
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Reports of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
58
61
62
63
64
65
66
57
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
RE/MAX Holdings, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of RE/MAX Holdings, Inc. and subsidiaries
(the Company) as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive
income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2020,
and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and
2019, and the results of its operations and its cash flows for each of the years in the three-year period ended
December 31, 2020, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria
established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission, and our report dated February 25, 2021 expressed an unqualified opinion on the effectiveness
of the Company’s internal control over financial reporting.
Change in Accounting Principle
As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting
for leases as of January 1, 2019 due to the adoption of ASC Topic 842, Leases.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the consolidated
financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates to
accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially
challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Valuation of goodwill in the Motto reporting unit
As discussed in notes 2 and 8 to the consolidated financial statements, the goodwill balance as of December 31,
2020 was $175.8 million, of which $11.8 million related to the Motto reporting unit. The Company assesses
goodwill for impairment at least annually at the reporting unit level or whenever an event occurs that would
indicate impairment may have occurred. The impairment test consists of comparing the estimated fair value of
each reporting unit with its carrying amount, including goodwill. The fair value of a reporting unit is determined by
forecasting results, such as franchise sales for Motto, and applying an assumed discount rate.
58
We identified the assessment of the valuation of goodwill in the Motto reporting unit as a critical audit matter.
Assessing the estimated fair value of the Motto reporting unit required the application of subjective auditor
judgment due to the high degree of estimation uncertainty. Specifically, certain assumptions, such as franchise
sales forecasts and the discount rate, used to estimate the fair value of the reporting unit were challenging to test
as they represented subjective determinations of future market and economic conditions that were also sensitive
to variation. Additionally, the assessment of the discount rate assumption required specialized skills and
knowledge.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the
design and tested the operating effectiveness of certain internal controls over the Company’s goodwill
impairment assessment process. This included controls related to the determination of the fair value of the
reporting unit, the related franchise sales forecasts, and the discount rate. We evaluated the Company’s
forecasted franchise sales by comparing the growth assumptions to historical franchise sales of the Company.
We compared the Company’s historical franchise sales forecasts to actual results to assess the Company’s
ability to accurately forecast franchise sales. We involved valuation professionals with specialized skills and
knowledge, who assisted in evaluating the selected discount rate by:
• comparing the rate to a discount rate range that was independently developed using publicly available
market data for comparable entities; and
• considering historical results, franchise sales forecasts, discount rates used in prior valuations of the
reporting unit, and discount rates from publicly available venture capital studies.
/s/KPMG LLP
We have served as the Company’s auditor since 2003.
Denver, Colorado
February 25, 2021
59
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
RE/MAX Holdings, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited RE/MAX Holdings, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of
December 31, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established
in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related
consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in
the three-year period ended December 31, 2020, and the related notes (collectively, the consolidated financial
statements), and our report dated February 25, 2021 expressed an unqualified opinion on those consolidated financial
statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Report on Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the Company’s
internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also
included performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Denver, Colorado
February 25, 2021
/s/KPMG LLP
60
RE/MAX HOLDINGS, INC.
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
As of December 31,
2019
2020
Assets
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 101,355 $
19,872
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29,985
Accounts and notes receivable, current portion, less allowances of $11,724 and $12,538, respectively . .
1,222
Income taxes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,938
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
166,372
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,872
Property and equipment, net of accumulated depreciation of $14,731 and $14,940, respectively . . . . . . . . . .
38,878
Operating lease right of use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72,196
Franchise agreements, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29,969
Other intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
175,835
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
48,855
Deferred tax assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,980
Income taxes receivable, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,435
Other assets, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
83,001
20,600
28,644
896
9,638
142,779
5,444
51,129
87,670
32,315
159,038
52,595
1,690
9,692
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 557,392 $ 542,352
Liabilities and stockholders' equity
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current portion of payable pursuant to tax receivable agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payable pursuant to tax receivable agreements, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax liabilities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating lease liabilities, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,108 $
68,571
9,579
25,282
2,428
3,590
5,687
117,245
221,137
29,974
490
19,864
50,279
5,722
444,711
2,983
60,163
6,854
25,663
2,648
3,583
5,102
106,996
223,033
33,640
293
18,763
55,959
5,292
443,976
Commitments and contingencies
Stockholders' equity:
Class A common stock, par value $.0001 per share, 180,000,000 shares authorized; 18,390,691
and 17,838,233 shares issued and outstanding as of December 31, 2020 and 2019, respectively . . . . . .
Class B common stock, par value $.0001 per share, 1,000 shares authorized; 1 share issued and
—
outstanding as of December 31, 2020 and 2019, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
466,945
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30,525
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
414
Accumulated other comprehensive income, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
497,886
Total stockholders' equity attributable to RE/MAX Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(399,510)
Non-controlling interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
98,376
Total liabilities and stockholders' equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 557,392 $ 542,352
—
491,422
25,139
612
517,175
(404,494)
112,681
2
2
See accompanying notes to consolidated financial statements
61
RE/MAX HOLDINGS, INC.
Consolidated Statements of Income
(In thousands, except share and per share amounts)
Year Ended December 31,
2019
2020
2018
Revenue:
Continuing franchise fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Annual dues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Broker fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketing Funds fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Franchise sales and other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
90,217 $
35,075
50,028
64,402
26,279
266,001
99,928 $
35,409
45,990
72,299
28,667
282,293
Operating expenses:
Selling, operating and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketing Funds expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment charge - leased assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on reduction in tax receivable agreement liability . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
128,998
64,402
26,691
7,902
—
227,993
38,008
119,232
72,299
22,323
—
—
213,854
68,439
Other expenses, net:
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign currency transaction gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Less: net income attributable to non-controlling interest . . . . . . . . . . . . . . . . . . . . .
Net income attributable to RE/MAX Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . $
(9,223)
340
(2)
(8,885)
29,123
(9,103)
20,020 $
9,056
10,964 $
(12,229)
1,446
109
(10,674)
57,765
(10,909)
46,856 $
21,816
25,040 $
101,104
35,894
46,871
—
28,757
212,626
120,242
—
20,678
—
(6,145)
134,775
77,851
(12,051)
676
(312)
(11,687)
66,164
(16,342)
49,822
22,939
26,883
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
0.60 $
0.60 $
1.41 $
1.40 $
1.52
1.51
Weighted average shares of Class A common stock outstanding
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends declared per share of Class A common stock . . . . . . . . . . . . . . . . . . . . . $
18,170,348
18,324,246
17,812,065
17,867,752
0.88 $
0.84 $
17,737,649
17,767,499
0.80
See accompanying notes to consolidated financial statements
62
RE/MAX HOLDINGS, INC.
Consolidated Statements of Comprehensive Income
(In thousands)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in cumulative translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss), net of tax . . . . . . . . . . . . . . . . . . . . . . . . .
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: comprehensive income attributable to non-controlling interest . . . . . . . . .
Comprehensive income attributable to RE/MAX Holdings, Inc., net of tax . . . . .
$
$
20,020
216
216
20,236
9,074
11,162
$
$
46,856
166
166
47,022
21,896
25,126
$
$
49,822
(253)
(253)
49,569
22,817
26,752
Year Ended December 31,
2019
2018
2020
See accompanying notes to consolidated financial statements
63
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S
RE/MAX HOLDINGS, INC.
Consolidated Statements of Cash Flows
(In thousands)
Year Ended December 31,
2019
2020
2018
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Adjustments to reconcile net income to net cash provided by operating activities:
20,020 $
46,856 $
49,822
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment charge - leased assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bad debt expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value adjustments to contingent consideration . . . . . . . . . . . . . . . . . . . . . . .
Non-cash change in tax receivable agreements liability . . . . . . . . . . . . . . . . . . . .
Non-cash lease expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities
Accounts and notes receivable, current portion . . . . . . . . . . . . . . . . . . . . . . . . . .
Advances from/to affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current and noncurrent assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current and noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments pursuant to tax receivable agreements . . . . . . . . . . . . . . . . . . . . . . . .
Income taxes receivable/payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue, current and noncurrent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from investing activities:
Purchases of property, equipment and capitalization of software . . . . . . . . . . . . . . . .
Acquisitions, net of cash acquired of $867k, $55k and $362k, respectively . . . . . . . .
Restricted cash acquired with the Marketing Funds acquisition . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash flows from financing activities:
26,691
7,902
2,903
16,267
1,840
814
—
(508)
1,051
(3,460)
—
(10,665)
9,035
(3,562)
2,109
410
70,847
(6,903)
(10,627)
—
—
(17,530)
Payments on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions paid to non-controlling unitholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends and dividend equivalents paid to Class A common stockholders . . . . . . . .
Payments related to tax withholding for share-based compensation . . . . . . . . . . . . .
Payment of contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net increase in cash, cash equivalents and restricted cash . . . . . . . . . . . . . . .
Cash, cash equivalents and restricted cash, beginning of year . . . . . . . . . . . . . . . . . . . .
Cash, cash equivalents and restricted cash, end of period . . . . . . . . . . . . . . . . . . . . . . . $
Supplemental disclosures of cash flow information:
(2,634)
(14,058)
(16,354)
(2,544)
(409)
(35,999)
308
17,626
103,601
121,227 $
22,323
—
4,964
10,934
2,310
241
—
—
1,252
(5,614)
—
(6,084)
6,737
(3,556)
178
(1,566)
78,975
(13,226)
(14,945)
28,495
(1,200)
(876)
(2,622)
(15,430)
(15,074)
(1,110)
(306)
(34,542)
70
43,627
59,974
103,601 $
20,678
—
2,257
9,176
9,511
(1,289)
(6,145)
—
988
(3,241)
581
2,170
(3,466)
(6,305)
1,099
228
76,064
(7,787)
(25,888)
—
—
(33,675)
(3,171)
(14,559)
(14,306)
(895)
(221)
(33,152)
(70)
9,167
50,807
59,974
Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net cash paid for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
8,663 $
4,993 $
11,690 $
8,429 $
11,525
5,769
Schedule of non-cash investing activities:
Class A shares issued as consideration for acquisitions . . . . . . . . . . . . . . . . . . . . . . $
Increase (decrease) in accounts payable and accrued liabilities for purchases of
property, equipment and capitalization of software . . . . . . . . . . . . . . . . . . . . . . . . . . . $
8,800 $
— $
—
1,419 $
(94) $
1,080
See accompanying notes to consolidated financial statements.
65
1. Business and Organization
RE/MAX Holdings, Inc. (“Holdings”) completed an initial public offering (the “IPO”) of its shares of Class A common stock
on October 7, 2013. Holdings’ only business is to act as the sole manager of RMCO, LLC (“RMCO”). As of December 31,
2020, Holdings owns 59.4% of the common membership units in RMCO, while RIHI, Inc. (“RIHI”) owns the remaining
40.6%. Holdings and its consolidated subsidiaries, including RMCO, are referred to hereinafter as the “Company.”
The Company is a franchisor in the real estate industry, franchising real estate brokerages globally under the RE/MAX
brand (“RE/MAX”) and mortgage brokerages within the United States (“U.S.”) under the Motto Mortgage brand (“Motto”).
RE/MAX, founded in 1973, has over 135,000 agents operating in over 8,000 offices and a presence in more than
110 countries and territories. The RE/MAX strategy is to sell franchises and help those franchisees recruit and retain the
best agents. The RE/MAX brand is built on the strength of the Company’s global franchise network, which is designed to
attract and retain the best-performing and most experienced agents by maximizing their opportunity to retain a larger
portion of their commissions. The Company focuses on enabling its networks’ success by providing powerful technology,
quality education and training, and valuable marketing to build the strength of the RE/MAX and Motto brands.
Motto Mortgage, founded in 2016, has grown to over 125 offices across more than 30 states. The Motto Mortgage
franchise model offers U.S. real estate brokers, real estate professionals and other investors access to the mortgage
brokerage business, which is highly complementary to our RE/MAX real estate business and is designed to help Motto
franchise owners comply with complex mortgage regulations. Motto franchisees offer potential homebuyers an opportunity
to find both real estate agents and independent Motto loan originators at the same location or at offices near each other.
RE/MAX and Motto are 100% franchised—the Company does not own any of the brokerages that operate under these
brands.
Holdings Capital Structure
Holdings has two classes of common stock, Class A common stock and Class B common stock.
Class A common stock
Holders of shares of Class A common stock are entitled to one vote for each share held of record on all matters submitted
to a vote of stockholders. Additionally, holders of shares of Class A common stock are entitled to receive dividends when
and if declared by the Company’s Board of Directors, subject to any statutory or contractual restrictions on the payment of
dividends.
Holders of shares of Class A common stock do not have preemptive, subscription, redemption or conversion rights.
Class B common stock
RIHI is the sole holder of Class B common stock and is controlled by David and Gail Liniger, the Company’s founders.
Pursuant to the terms of the Company’s Certificate of Incorporation, Class B common stock is entitled to a number of
votes on matters presented to Holdings’ stockholders equal to the number of RMCO common units that RIHI holds.
Through its ownership of the Class B common stock, RIHI holds 40.6% of the voting power of the Company’s stock as of
December 31, 2020. Mr. Liniger also owns Class A common stock with an additional 1.1% of the voting power of the
Company’s stock as of December 31, 2020.
Holders of shares of Class B common stock do not have preemptive, subscription, redemption or conversion rights.
Holders of shares of Class A common stock and Class B common stock vote together as a single class on all matters
presented to the Company’s stockholders for their vote or approval, except as otherwise required by applicable law.
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements (“financial statements”) and notes thereto included in this Annual
Report on Form 10-K have been prepared in accordance with U.S. generally accepted accounting principles (“U.S.
GAAP”). The accompanying financial statements include the accounts of Holdings and its consolidated subsidiaries. All
66
significant intercompany accounts and transactions have been eliminated. In the opinion of management, the
accompanying financial statements reflect all normal and recurring adjustments necessary to present fairly the Company’s
financial position as of December 31, 2020 and 2019, the results of its operations and comprehensive income, changes in
its stockholders’ equity and its cash flows for the years ended December 31, 2020, 2019 and 2018.
During 2020, the Company completed the acquisitions of Gadberry Group, LLC (“Gadberry”) and Wemlo, Inc. (“wemlo”).
During 2019, the Company acquired First Leads, Inc. (“First”), and all of the regional and pan-regional advertising fund
entities previously owned by its founder and Chairman of the Board of Directors, David Liniger. During 2018, the
Company completed the acquisition of booj. The results of operations, cash flows and financial position of these
acquisitions are included in the financial statements from their respective dates of acquisition. See Note 6, Acquisitions,
for additional information.
Use of Estimates
The preparation of the accompanying financial statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent
liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Segment Reporting
The Company operates under the following segments:
• Real Estate – comprises the operations of the Company’s owned and independent global franchising operations
under the RE/MAX brand name and technology and data subscription revenue such as for Gadberry and the
First app, along with corporate-wide shared services expenses.
• Mortgage – comprises the operations of the Company’s mortgage brokerage franchising operations under the
Motto Mortgage brand name and mortgage loan processing services and licensed software under the wemlo
brand. Mortgage does not include any charges related to the corporate-wide shared services expenses.
• Marketing Funds – comprises the operations of the Company’s marketing campaigns designed to build and
maintain brand awareness and the development and operation of agent marketing technology. This segment has
no net income given the contractual restriction that all funds collected must be spent for designated purposes.
• Other – comprises the legacy operations of booj, which, due to quantitative insignificance, do not meet the
criteria of a reportable segment.
See Note 17 for additional information about segment reporting.
Principles of Consolidation
Holdings consolidates RMCO and records a non-controlling interest in the accompanying Consolidated Balance Sheets
and records net income attributable to the non-controlling interest and comprehensive income attributable to the non-
controlling interest in the accompanying Consolidated Statements of Income and Consolidated Statements of
Comprehensive Income, respectively.
Revenue Recognition
The Company generates most of its revenue from contracts with customers. The Company’s franchise agreements offer
the following benefits to the franchisee: common use and promotion of RE/MAX and Motto trademarks; distinctive sales
and promotional materials; access to technology; marketing tools and training; standardized supplies and other materials
used in RE/MAX and Motto offices; and recommended procedures for operation of RE/MAX and Motto offices. The
Company concluded that these benefits are highly related and all a part of one performance obligation for each franchise
agreement, a license of symbolic intellectual property that is billed through a variety of fees including continuing franchise
fees, annual dues, broker fees, marketing funds fees and franchise sales, described below. The Company has other
performance obligations associated with contracts with customers in other revenue for training, marketing and events,
subscription revenue, loan processing revenue, data services revenue, and related to legacy booj customers. The method
67
used to measure progress is over the passage of time for most streams of revenue. The following is a description of
principal activities from which the Company generates its revenue.
Continuing Franchise Fees
Continuing franchise fees are fixed contractual fees paid monthly (a) by regional franchise owners in Independent
Regions or franchisees in Company-Owned Regions based on the number of RE/MAX agents in the respective
franchised region or office or (b) by Motto franchisees based on the number of offices open. Motto offices reach the full
monthly billing once the Motto office has been open for 12 to 14 months. This revenue is recognized in the month for
which the fee is billed. This revenue is a usage-based royalty as it is dependent on the number of RE/MAX agents or
number of Motto open offices.
Annual Dues
Annual dues are a fixed membership fee paid annually by RE/MAX agents directly to the Company to be a part of the
RE/MAX network and use the RE/MAX brand. The Company defers the annual dues revenue when billed and recognizes
the revenue ratably over the 12-month period to which it relates. Annual dues revenue is a usage-based royalty as it is
dependent on the number of RE/MAX agents.
The activity in the Company’s deferred revenue for annual dues is included in “Deferred revenue” and “Deferred revenue,
net of current portion” on the Consolidated Balance Sheets, and consists of the following in aggregate (in thousands):
Year Ended December 31, 2020 . . . . . . $
15,982 $
33,632 $
(35,075) $
14,539
Balance at
beginning of period
New billings Revenue recognized (a)
Balance at end
of period
(a) Revenue recognized related to the beginning balance was $14.1 million for the year ended December 31, 2020.
(b)
Broker Fees
Broker fees are assessed against real estate commissions paid by customers when a RE/MAX agent sells a home.
Generally, the amount paid is 1% of the total commission on the transaction, although in Independent Regions in Canada,
it is not charged. Additionally, agents in Company-Owned Regions existing prior to 2004, the year the Company began
assessing broker fees, are generally “grandfathered” and continue to be exempt from paying a broker fee. As of
December 31, 2020, grandfathered agents represented approximately 16% of total agents in U.S. Company-Owned
Regions. Revenue from broker fees is a sales-based royalty and recognized in the month when a home sale transaction
occurs. Motto franchisees do not pay any fees based on the number or dollar value of loans brokered.
Marketing Funds Fees
Marketing Funds fees are fixed contractual fees paid monthly by franchisees based on the number of RE/MAX agents in
the respective franchised region or office or the number of Motto offices. These revenues are obligated to be used for
marketing campaigns to build brand awareness and to support agent marketing technology. Amounts received into the
Marketing Funds are recognized as revenue in the month for which the fee is billed. This revenue is a usage-based
royalty as it is dependent on the number of RE/MAX agents or number of Motto offices.
All assets of the Marketing Funds are contractually restricted for the benefit of franchisees, and the Company recognizes
an equal and offsetting liability on the Company’s balance sheet for all amounts received. Additionally, this results in
recording an equal and offsetting amount of expenses against all revenues such that there is no impact to overall
profitability of the Company from these revenues.
68
Franchise Sales
Franchise sales comprises revenue from the sale or renewal of franchises. A fee is charged upon a franchise sale or
renewal. Those fees are deemed to be a part of the license of symbolic intellectual property and are recognized as
revenue over the contractual term of the franchise agreement, which is typically 5 years for RE/MAX and 7 years for Motto
franchise agreements. The activity in the Company’s franchise sales deferred revenue accounts consists of the following
(in thousands):
Year Ended December 31, 2020 . . . . . . $
25,884 $
8,615 $
(9,430) $
25,069
Balance at
beginning of period
New billings Revenue recognized (a)
Balance at end
of period
(a) Revenue recognized related to the beginning balance was $8.4 million for the year ended December 31, 2020.
Commissions Related to Franchise Sales
Commissions paid on franchise sales are recognized as an asset and amortized over the contract life of the franchise
agreement. The activity in the Company’s capitalized contract costs for commissions (which are included in “other current
assets” and “other assets, net of current portion” on the Consolidated Balance Sheets) consist of the following (in
thousands):
Year Ended December 31, 2020 . . . . . . $
3,578 $
(1,412) $
1,524 $
3,690
Balance at
beginning of period
Expense
recognized
Additions to contract
cost for new activity
Balance at end
of period
Other Revenue
Other revenue is primarily revenue from booj’s legacy operations for its external customers as booj continues to provide
technology products and services to its legacy customers; technology and data services subscription revenue from the
First app and Gadberry, and mortgage loan processing revenue from wemlo. Other revenue also includes event-based
revenue from training and other programs and preferred marketing arrangements. Revenue from event-based revenue is
recognized when the event occurs and until then amounts collected are included in “Deferred revenue”. Revenue from
preferred marketing arrangements involves both flat fees paid in advance as well as revenue sharing, both of which are
generally recognized over the period of the arrangement and are recorded net as the Company does not control the good
or service provided. First charges a periodic fee to agents who use the app. Wemlo charges a flat fee per transaction
which is recognized when a loan is closed. Gadberry’s revenue relates to data and software licenses and is recognized
when the control of the products or services has transferred to the customer. Transfer of control may occur at a point in
time or over time, depending on the nature of the contract.
Disaggregated Revenue
In the following table, segment revenue is disaggregated by geographical area (in thousands):
2020
Year Ended December 31,
2019
2018
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Global . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Real Estate . . . . . . . . . . . . . . . . . . . . .
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Global . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Marketing Funds . . . . . . . . . . . . . . . . .
Mortgage (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
157,448
21,769
11,575
190,792
57,974
5,634
794
64,402
6,610
4,197
266,001
$
$
164,867
23,024
11,745
199,636
64,906
6,559
834
72,299
4,542
5,816
282,293
$
$
170,496
23,771
10,237
204,504
—
—
—
—
2,536
5,586
212,626
(a) Revenue from Mortgage and Other are derived exclusively within the U.S.
69
In the following table, segment revenue is disaggregated by Company-Owned or Independent Regions, where applicable
(in thousands):
2020
Year Ended December 31,
2019
2018
Company-Owned Regions . . . . . . . . . . . . . . . .
Independent Regions . . . . . . . . . . . . . . . . . . . .
Global and Other . . . . . . . . . . . . . . . . . . . . . . . .
Total Real Estate . . . . . . . . . . . . . . . . . . . . .
Marketing Funds . . . . . . . . . . . . . . . . . . . . . . . .
Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
144,616
34,423
11,753
190,792
64,402
6,610
4,197
266,001
$
$
152,218
34,467
12,951
199,636
72,299
4,542
5,816
282,293
$
$
157,873
33,082
13,549
204,504
—
2,536
5,586
212,626
Transaction Price Allocated to the Remaining Performance Obligations
The following table includes estimated revenue by year, excluding certain other immaterial items, expected to be
recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the
reporting period (in thousands):
2021
2022
2023
2024
2025
Thereafter
Total
Annual dues . . . . . . . . $ 14,539 $
Franchise sales . . . . .
Total . . . . . . . . . . . . . . $ 21,452 $
6,913
— $
— $
— $
— $
5,621
5,621 $
4,243
4,243 $
2,984
2,984 $
1,697
1,697 $
— $ 14,539
3,611
25,069
3,611 $ 39,608
Cash, Cash Equivalents and Restricted Cash
All cash held by the Marketing Funds is contractually restricted. The following table reconciles the amounts presented for
cash, both unrestricted and restricted, in the Consolidated Balance Sheets to the amounts presented in the Consolidated
Statements of Cash Flows (in thousands):
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total cash, cash equivalents and restricted cash . . . . . . . . . . . . .
$
$
101,355
19,872
121,227
$
$
83,001
20,600
103,601
As of December 31,
2020
2019
Services Provided to the Marketing Funds by Real Estate
Real Estate charges the Marketing Funds for various services it performs. These services primarily comprise (a) building
and maintaining agent marketing technology, including customer relationship management tools, the remax.com website,
agent, office and team websites, and mobile apps, (b) dedicated employees focused on marketing campaigns, and
(c) various administrative services including customer support of technology, accounting and legal. Because these costs
are ultimately paid by the Marketing Funds, they do not impact the net income of Holdings as the Marketing Funds have
no reported net income.
Costs charged from Real Estate to the Marketing Funds are as follows (in thousands):
Technology - operating . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Technology - capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketing staff and administrative services (a)(b) . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
Year Ended December 31,
2020
2019
12,245
1,017
4,527
17,789
$
$
6,244
5,095
3,763
15,102
(a) Costs charged to the Marketing Funds for the year ended December 31, 2018, while the Marketing Funds were a
related party, were $3.8 million.
(b) Prior to January 1, 2019, the Marketing Funds were not owned by the Company (see Note 6, Acquisitions). During
that time, the Marketing funds still incurred significant technology costs, however, these services were provided by
70
and paid directly to third parties and were not provided by the Company. In 2019, Real Estate (through the booj
technology team) began providing these services as noted above.
Selling, Operating and Administrative Expenses
Selling, operating and administrative expenses primarily consist of personnel costs, including salaries, benefits, payroll
taxes and other compensation expenses, professional fees, lease costs, as well as expenses for outsourced technology
services and expenses for marketing to customers, to expand the Company’s franchises.
Fair Value of Financial Instruments
The carrying amounts of financial instruments, net of any allowances, including cash equivalents, accounts and notes
receivable, accounts payable and accrued expenses approximate fair value due to their short-term nature.
Accounts and Notes Receivable
Accounts receivable arising from monthly billings do not bear interest. The Company provides limited financing of certain
franchise sales through the issuance of notes receivable with the associated interest recorded in “Interest income” in the
accompanying Consolidated Statements of Income. Amounts collected on notes receivable are included in “Net cash
provided by operating activities” in the accompanying Consolidated Statements of Cash Flows.
The Company records estimates of expected credit losses against its accounts and notes receivable based on historical
loss experience and reasonable and supportable forecasts. The general economic conditions effecting the Company’s
customers, especially existing home sales, are expected to impact customers in a consistent manner. The allowance for
doubtful accounts and notes is based on reasonable and supportable forecasts, historical experience, general economic
conditions, and the credit quality of specific accounts. Increases and decreases in the allowance for doubtful accounts are
established based upon changes in the credit quality of receivables and are included as a component of “Selling,
operating and administrative expenses” in the accompanying Consolidated Statements of Income.
The activity in the Company’s allowances against accounts and notes receivable consists of the following (in thousands):
Year Ended December 31, 2020 . . . . $
Year Ended December 31, 2019 . . . . $
Year Ended December 31, 2018 . . . . $
12,538 $
7,980 $
7,223 $
2,903 $
4,964 $
2,257 $
Balance at
beginning of
period
Additions/charges
to cost and expense
for allowances for
doubtful accounts (a) Deductions/write-offs
Balance at
end of period
11,724
12,538
7,980
(3,717) $
(406) $
(1,500) $
(a) Includes approximately $0.6 million and $1.5 million of expense attributable to the Marketing Funds for the years
ended December 31, 2020 and 2019, respectively.
Accumulated Other Comprehensive Income (Loss) and Foreign Currency Translation
Accumulated other comprehensive income (loss) includes all changes in equity during a period that have yet to be
recognized in income, except those resulting from transactions with stockholders and is comprised of foreign currency
translation adjustments.
As of December 31, 2020, the Company, directly and through its franchisees, conducted operations in over 110 countries
and territories, including the U.S. and Canada. The functional currency for the Company’s operations is the U.S. dollar,
except for its Canadian subsidiary which is the Canadian Dollar.
Assets and liabilities of the Canadian subsidiary are translated at the spot rate in effect at the applicable reporting date,
and the consolidated statements of income and cash flows are translated at the average exchange rates in effect during
the applicable period. Exchange rate fluctuations on translating consolidated foreign currency financial statements into
U.S. dollars that result in unrealized gains or losses are referred to as translation adjustments. Cumulative translation
71
adjustments are recorded as a component of “Accumulated other comprehensive income,” and periodic changes are
included in comprehensive income. When the Company sells a part or all of its investment in a foreign entity resulting in
the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had
resided, it releases any related cumulative translation adjustment into net income.
Foreign currency denominated monetary assets and liabilities and transactions occurring in currencies other than the
Company’s or the Company’s consolidated foreign subsidiaries’ functional currencies are recorded based on exchange
rates at the time such transactions arise. Changes in exchange rates with respect to amounts recorded in the
accompanying Consolidated Balance Sheets related to these non-functional currency transactions result in transaction
gains and losses that are reflected in the accompanying Consolidated Statements of Income as “Foreign currency
transaction (losses) gains.”
Property and Equipment
Property and equipment, including leasehold improvements, are initially recorded at cost. Depreciation is provided for on
a straight-line method over the estimated useful lives of each asset class and commences when the property is placed in
service. Amortization of leasehold improvements is provided for on a straight-line method over the estimated benefit
period of the related assets or the lease term, if shorter.
Franchise Agreements and Other Intangible Assets
The Company’s franchise agreements result from franchise rights acquired from Independent Region acquisitions and are
initially recorded at fair value. The Company amortizes the franchise agreements over their estimated useful life on a
straight-line basis.
The Company also purchases and develops software for internal use. Software development costs and upgrade and
enhancement costs incurred during the application development stage that result in additional functionality are capitalized.
Costs incurred during the preliminary project and post-implementation-operation stages are expensed as incurred.
Capitalized software costs are generally amortized over a term of two to five years. Purchased software licenses are
amortized over their estimated useful lives.
The Company reviews its franchise agreements and other intangible assets subject to amortization for impairment
whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is assessed by a comparison of the carrying amount of an asset group to
estimated undiscounted future cash flows expected to be generated from such asset. If not recoverable, the excess of the
carrying amount of an asset over its estimated discounted cash flows would be charged to operations as an impairment
loss. For each of the years ended December 31, 2020, 2019 and 2018, there were no material impairments indicated for
such assets.
Goodwill
Goodwill is an asset representing the future economic benefits arising from the other assets acquired in a business
combination that are not individually identified and separately recognized. The Company assesses goodwill for
impairment at least annually at the reporting unit level or whenever an event occurs that would indicate impairment may
have occurred. Reporting units are driven by the level at which segment management reviews operating results. The
Company performs its required impairment testing annually on October 1.
The Company’s impairment assessment begins with a qualitative assessment to determine if it is more likely than not that
a reporting unit’s fair value is less than the carrying amount. The initial qualitative assessment includes comparing the
overall financial performance of the reporting units against the planned results as well as other factors which might
indicate that the reporting unit’s value has declined since the last assessment date. If it is determined in the qualitative
assessment that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the
standard two-step quantitative impairment test is performed. The impairment test consists of comparing the estimated fair
value of each reporting unit with its carrying amount, including goodwill. The fair value of a reporting unit is determined by
forecasting results, such as franchise sales for Motto, and applying and assumed discount rate to determine fair value as
of the test date. If the estimated fair value of a reporting unit exceeds its carrying value, then it is not considered impaired
and no further analysis is required. Goodwill impairment exists when the estimated implied fair value of a reporting unit’s
goodwill is less than its carrying value.
72
The Company did not record any goodwill impairments during the years ended December 31, 2020, 2019 and 2018.
Income Taxes
The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax basis. Management periodically assesses the recoverability of its
deferred tax assets based upon expected future earnings, future deductibility of the asset and changes in applicable tax
laws and other factors. If management determines that it is not likely that the deferred tax asset will be fully recoverable in
the future, a valuation allowance may be established for the difference between the asset balance and the amount
expected to be recoverable in the future. The allowance will result in a charge to the Company’s Consolidated Statements
of Income.
RMCO complies with the requirements of the Internal Revenue Code that are applicable to limited liability companies that
have elected to be treated as partnerships, which allow for the complete pass-through of taxable income or losses to
RMCO’s unitholders, who are individually responsible for any federal tax consequences. The share of U.S. income
allocable to Holdings results in a provision for income taxes for the federal and state taxes on that portion of income. The
share of U.S. income allocable to RIHI does not result in a provision for income taxes for federal and state taxes given
Holdings does not consolidate RIHI. RMCO is subject to certain global withholding taxes, which are ultimately allocated to
both Holdings and RIHI since they are paid by RMCO.
The Company recognizes the effect of income tax positions only if those positions are more likely than not of being
sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being
realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
Leases
The Company determines if an arrangement is a lease at inception. The Company’s operating lease agreements are
primarily for real estate office space and are included within “Operating lease right of use assets”, “Operating lease
liabilities” and “Operating lease liabilities, net of current portion’ on the Consolidated Balance Sheets.
The Company’s lease liabilities represent the obligation to make lease payments arising from the leases and right of use
(“ROU”) assets are recognized as an offset at lease inception. ROU assets and lease liabilities are recognized at the
commencement date based on the present value of lease payments over the lease term. Variable lease payments consist
of non-lease services related to the lease. Variable lease payments are excluded from the ROU assets and lease
liabilities and are recognized in the period in which the obligation for those payments is incurred. As most of the
Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the
information available at commencement date in determining the present value of lease payments. Many of the Company’s
lessee agreements include options to extend the lease, which is not included in the minimum lease terms unless they are
reasonably certain to be exercised. Rent expense for lease payments related to operating leases (which is substantially
all of the Company’s leases) is recognized on a straight-line basis over the lease term and is recorded to “Selling,
operating and administrative expenses’ in the Consolidated Statements of Income.
The Company has made an accounting policy election not to recognize ROU assets and lease liabilities that arise from
any of its short-term leases. All leases with a term of 12 months or less at commencement, for which the Company is not
reasonably certain to exercise available renewal options that would extend the lease term past 12 months, are recognized
on a straight-line basis over the lease term.
Equity-Based Compensation
The Company recognizes compensation expense associated with equity-based compensation as a component of
“Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. All equity-
based compensation is required to be measured at fair value on the grant date, is expensed over the requisite service,
generally over a three-year period, and forfeitures are accounted for as they occur. The Company recognizes
compensation expense on awards on a straight-line basis over the requisite service period for the entire award. Refer to
Note 13, Equity-Based Compensation, for additional discussion regarding details of the Company’s equity-based
compensation plans.
73
Recently Adopted Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU“)
2018- 15, Intangibles – Goodwill and Other Internal-Use Software (Subtopic 350-40): Customer’s Accounting for
Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract, which clarifies that
implementation costs incurred by customers in cloud computing arrangements are deferred if they would be capitalized by
customers in the software licensing arrangements under the internal-use software guidance. ASU 2018-15 also clarifies
that any capitalized costs should not be recorded to “Depreciation and amortization” in the Consolidated Statements of
Income. The Company adopted this standard effective January 1, 2020 prospectively to all new implementation costs
incurred after adoption. The amendments of ASU 2018-15 did not have a significant impact on the Company’s
consolidated financial statements and related disclosures.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820), which eliminates certain disclosure
requirements for fair value measurements and requires new or modified disclosures. ASU 2018-13 became effective for
the Company on January 1, 2020. This new guidance was applied on a prospective basis. The amendments of
ASU 2018-13 did not have a significant impact on the Company’s consolidated financial statements and related
disclosures.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments, which requires earlier recognition of credit losses on loans, held-to-maturity securities,
and certain other financial assets. ASU 2016-13 replaces the current incurred loss model with a model requiring entities to
estimate expected credit losses over the life of the financial instrument based on both historical information as well as
reasonable and supportable forecasts. The FASB requires entities to use a modified retrospective transition approach, in
which an adjustment is made to beginning retained earnings for the cumulative effect of adopting the standard. ASU
2016-13 became effective for the Company on January 1, 2020. The standard had an immaterial effect on the Company’s
credit losses at transition and no adjustment to retained earnings was required. All periods presented for comparative
purposes prior to the adoption date of this standard were not adjusted.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), with several subsequent amendments, which
requires lessees to recognize the assets and liabilities that arise from operating and finance leases on the consolidated
balance sheets, with a few exceptions. ASU 2016-02 became effective for the Company on January 1, 2019 and replaced
the existing lease guidance in U.S. GAAP when it became effective. The Company did not retrospectively recast prior
periods presented and ASU 2016-02 was applied to all the Company’s leases as of January 1, 2019, resulting in the
recording of lease liabilities and ROU assets within the Consolidated Balance Sheet. Adoption of the new standard did not
materially affect the Company’s consolidated net earnings and had no impact on cash flows. See the Leases section
above and Note 3, Leases, for more information.
New Accounting Pronouncements Not Yet Adopted
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), which contains temporary optional
expedients and exceptions to the guidance in U.S. GAAP on contract modifications and hedge accounting to ease the
financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) to
alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The new guidance is effective upon
issuance and may be adopted on any date on or after March 12, 2020. The relief is temporary and only available until
December 31, 2022, when the reference rate replacement activity is expected to have completed. The Company believes
the amendments of ASU 2020-04 will not have a significant impact on the Company’s consolidated financial statements
and related disclosures as the Company does not currently engage in interest rate hedging of its LIBOR based debt, nor
does it believe it has any material contracts tied to LIBOR other than its Senior Secured Credit Agreement, as discussed
in Note 10, Debt. An amendment to the Senior Secured Credit agreement will likely be required, but the Company does
not expect any material adverse consequences from this transition.
3. Leases
The Company leases corporate offices, a distribution center, billboards and certain equipment. As all franchisees are
independently owned and operated, there are no leases recognized for any offices used by the Company’s franchisees.
The leases have remaining lease terms ranging from less than a year up to 13 years, some of which include one or more
options to renew. Of these renewal options, the Company determined that none are reasonably certain to be exercised.
All the Company’s material leases are classified as operating leases.
The Company has a lease for its corporate headquarters office building (the “Headquarters Lease”) that expires in 2028.
The Company may, at its option, extend the Headquarters Lease for two renewal periods of 10 years. Under the terms of
74
the Headquarters Lease, the Company pays an annual base rent, which escalates 3% each year, including the first
optional renewal period. The second optional renewal period resets to fair market rental value, and the rent escalates 3%
each year until expiration. The Company pays for insurance, property taxes and operating expenses of the leased space.
The Headquarters Lease is the Company’s only significant lease.
The Company acts as the lessor for four sublease agreements on its corporate headquarters, consisting solely of
operating leases, each of which include a renewal option for the lessee to extend the length of the lease. Renewal options
for two of the sublease agreements are contingent upon renewal of the Headquarters Lease, which is not reasonably
certain to be exercised in 2028. As such, the Company determined these sublease renewal options are not reasonably
certain to be exercised. Renewal options for the remaining two sublease agreements have already been exercised and
will expire before the end of the corporate headquarters lease in 2028.
Lease Impairment
During the third quarter of 2020, the Company began executing on a plan to both refresh its corporate headquarters and
sublease space made available through the refresh. As a result, the Company changed its asset grouping for its
headquarters ROU asset to separate the portion that it intends to sublease from the portion it will continue to occupy and
performed an impairment test on the portion it intends to sublease. Based on a comparison of undiscounted cash flows to
the ROU asset, the Company determined that the asset was impaired, driven largely by the difference between the
existing lease rate on the Company’s corporate headquarters and expected sublease rates available in the market. This
resulted in an impairment charge of $7.9 million and a reduction to basic earnings per share of $0.20 per share, for the
year ended December 31, 2020, which reflects the excess of the ROU asset over its fair value.
The Company used its Senior Secured Credit Facility interest rate to extrapolate a rate for each of its leases to calculate
the present value of the lease liability and right-of-use asset. A summary of the Company’s lease cost is as follows (in
thousands, except for weighted-averages):
Lease Cost
Operating lease cost (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sublease income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term lease cost (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
Other information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows from operating leases . . . . . . . . . . . . . . . . . . . .
Weighted-average remaining lease term in years - operating leases . . . . .
Weighted-average discount rate - operating leases . . . . . . . . . . . . . . . . . . .
Year Ended December 31,
2019
2020
12,085
(1,434)
5,959
16,610
$
$
12,259
(1,508)
6,495
17,246
8,520
7.4
6.3 %
8,507
8.4
6.3 %
(a) Includes approximately $3.6 million and $3.7 million of taxes, insurance and maintenance for the years ended
December 31, 2020 and 2019, respectively.
(b) Includes expenses associated with short-term leases of billboard advertisements and is included in “Marketing Funds
expenses” on the Consolidated Statements of Income for the years ended December 31, 2020 and 2019.
Maturities under non-cancellable leases were as follows (in thousands):
Rent Payments
Sublease
Receipts
Total Cash
Outflows
Year ending December 31:
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Less: imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Present value of lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . $
9,014
9,003
9,174
9,439
9,717
24,469
70,816 $
14,850
55,966
(895) $
(1,200)
(1,311)
(1,273)
(331)
(388)
(5,398) $
8,119
7,803
7,863
8,166
9,386
24,081
65,418
75
4. Non-controlling Interest
Holdings is the sole managing member of RMCO and operates and controls all the business affairs of RMCO. The
ownership of the common units in RMCO is summarized as follows:
As of December 31,
2020
2019
Shares
Ownership % Shares
Ownership %
Non-controlling interest ownership of common units in RMCO . 12,559,600
Holdings outstanding Class A common stock (equal to
Holdings common units in RMCO) . . . . . . . . . . . . . . . . . . . . . . 18,390,691
Total common units in RMCO . . . . . . . . . . . . . . . . . . . . . . . . . . 30,950,291
40.6 % 12,559,600
41.3 %
59.4 % 17,838,233
100.0 % 30,397,833
58.7 %
100.0 %
The weighted average ownership percentages for the applicable reporting periods are used to calculate the “Net income
attributable to RE/MAX Holdings, Inc.” A reconciliation of “Income before provision for income taxes” to “Net income
attributable to RE/MAX Holdings, Inc.” and “Net Income attributable to non-controlling interest” in the accompanying
Consolidated Statements of Income for the periods indicated is detailed as follows (in thousands, except percentages):
RE/MAX
Holdings,
Inc.
2020
Non-
controlling
interest Total
Year Ended December 31,
2019
Non-
controlling
interest Total
RE/MAX
Holdings,
Inc.
RE/MAX
Holdings,
Inc.
2018
Non-
controlling
interest Total
Weighted average ownership
percentage of RMCO(a) . . . . . . . . .
Income before provision for income
taxes(a) . . . . . . . . . . . . . . . . . . . . . $ 17,243 $
Provision for income taxes(b)(c) . . .
Net income . . . . . . . . . . . . . . . . . . $ 10,964 $
(6,279)
59.1 %
40.9 %
100.0 %
58.6 %
41.4 %
100.0 %
58.6 %
41.4 %
100.0 %
11,880 $ 29,123 $ 33,850 $
(2,824)
9,056 $ 20,020 $ 25,040 $
(9,103)
(8,810)
23,915 $ 57,765 $ 41,238 $
(2,099)
21,816 $ 46,856 $ 26,883 $
(10,909)
(14,355)
24,926 $ 66,164
(1,987)
(16,342)
22,939 $ 49,822
(a) The weighted average ownership percentage of RMCO differs from the allocation of income before provision for
income taxes between RE/MAX Holdings and the non-controlling interest due to certain relatively insignificant items
recorded at RE/MAX Holdings.
(b) The provision for income taxes attributable to Holdings is primarily comprised of U.S. federal and state income taxes
on its proportionate share of the pass-through income from RMCO. It also includes Holdings’ share of taxes directly
incurred by RMCO and its subsidiaries, both taxes in foreign jurisdictions and domestic taxes on subsidiaries which
converted to LLCs in 2020. See Note 12, Income Taxes, for additional information.
(c) The provision for income taxes attributable to the non-controlling interest represents its share of taxes directly
incurred by RMCO and its subsidiaries, both taxes in foreign jurisdictions and domestic taxes on subsidiaries which
converted to LLCs in 2020. Otherwise, because RMCO is a flow-through entity, there is no U.S. federal and state
income tax provision recorded on the non-controlling interest.
Distributions and Other Payments to Non-controlling Unitholders
Under the terms of RMCO’s limited liability company operating agreement, RMCO makes cash distributions to non-
controlling unitholders on a pro-rata basis. The distributions paid or payable to non-controlling unitholders are summarized
as follows (in thousands):
Tax and other distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Dividend distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total distributions to non-controlling unitholders . . . . . . . . . . . . . . . $
3,006 $
11,052
14,058 $
2020
2019
4,880
10,550
15,430
Year Ended
December 31,
On February 17, 2021, the Company declared a distribution to non-controlling unitholders of $2.9 million, which is payable
on March 17, 2021.
76
Holdings Ownership of RMCO and Tax Receivable Agreements
Holdings has twice acquired significant portions of the ownership in RMCO; first in October 2013 at the time of IPO when
Holdings acquired its initial 11.5 million common units of RMCO and, second, in November and December 2015 when it
acquired 5.2 million additional common units. Holdings issued Class A common stock, which it exchanged for these
common units of RMCO. RIHI then sold the Class A common stock to the market.
When Holdings acquired common units in RMCO, it received a step-up in tax basis on the underlying assets held by
RMCO. The step-up is principally equivalent to the difference between (1) the fair value of the underlying assets on the
date of acquisition of the common units and (2) their tax basis in RMCO, multiplied by the percentage of units acquired.
Most of the step-up in basis relates to intangibles assets, primarily franchise agreements and goodwill, and the step-up is
often substantial. These assets are amortizable under IRS rules and result in deductions on the Company’s tax return for
many years and consequently, Holdings receives a future tax benefit. These future benefits are reflected within deferred
tax assets on the Company’s consolidated balance sheets.
If Holdings acquires additional common units of RMCO from RIHI, the percentage of Holdings’ ownership of RMCO will
increase, and additional deferred tax assets will be created as additional tax basis step-ups occur.
In connection with the initial sale of RMCO common units in October 2013, Holdings entered into Tax Receivable
Agreements (“TRAs”) which require that Holdings make annual payments to the TRA holders equivalent to 85% of any tax
benefits realized on each year’s tax return from the additional tax deductions arising from the step-up in tax basis. The
TRA holders as of December 31, 2020 are RIHI and Parallaxes Rain Co-Investment, LLC (“Parallaxes”). TRA liabilities
were established for the future cash obligations expected to be paid under the TRAs and are not discounted. This liability
is recorded within “Current portion of payable pursuant to tax receivable agreements” and “Payable pursuant to tax
receivable agreement” in the Consolidated Balance Sheets. Similar to the deferred tax assets, the TRA liabilities would
increase if Holdings acquired additional common units of RMCO from RIHI.
Both deferred tax assets and TRA liability were substantially reduced by the Tax Cuts and Jobs Act enacted in December
2017. The reduction in the corporate tax rate from 35% to 21% resulted in comparable reductions in both the deferred tax
asset amounts and the TRA liabilities. The deferred tax assets and TRA liabilities were further reduced in 2018 as a result
of the foreign tax provisions contained in the Tax Cuts and Jobs Act. See Note 12, Income Taxes, for further information
on the impact of the Tax Cuts and Jobs Act.
5. Earnings Per Share and Dividends
Earnings Per Share
Basic earnings per share (“EPS”) measures the performance of an entity over the reporting period. Diluted EPS measures
the performance of an entity over the reporting period while giving effect to all potentially dilutive common shares that
were outstanding during the period. The treasury stock method is used to determine the dilutive effect of time-based
restricted stock units. The dilutive effect of performance-based restricted stock units is measured using the guidance for
contingently issuable shares.
77
The following is a reconciliation of the numerator and denominator used in the basic and diluted EPS calculations (in
thousands, except shares and per share information):
Year Ended December 31,
2019
2018
2020
Numerator
Net income attributable to RE/MAX Holdings, Inc. . . . . . . . . . . . . . . . . . . . . $
10,964 $
25,040 $
26,883
Denominator for basic net income per share of Class A common stock
Weighted average shares of Class A common stock outstanding . . . . . . . . 18,170,348 17,812,065 17,737,649
Denominator for diluted net income per share of Class A common stock
Weighted average shares of Class A common stock outstanding . . . . . . . . 18,170,348 17,812,065 17,737,649
Add dilutive effect of the following:
Restricted stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29,850
Weighted average shares of Class A common stock outstanding, diluted . 18,324,246 17,867,752 17,767,499
153,898
55,687
Earnings per share of Class A common stock
Net income attributable to RE/MAX Holdings, Inc. per share of Class A
common stock, basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net income attributable to RE/MAX Holdings, Inc. per share of Class A
common stock, diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
0.60 $
1.41 $
1.52
0.60 $
1.40 $
1.51
Outstanding Class B common stock does not share in the earnings of Holdings and is therefore not a participating
security. Accordingly, basic and diluted net income per share of Class B common stock has not been presented.
Dividends
Dividends declared and paid during each quarter ended per share on all outstanding shares of Class A common stock
were as follows (in thousands, except per share information):
2020
Year Ended December 31,
2019
2018
Quarter end
declared
Date paid
March 31 . . . . . March 18, 2020
June 30 . . . . . . . June 2, 2020
September 30 . . September 2, 2020
December 31 . . December 2, 2020
Per share
$
Date paid
0.22 March 20, 2019
0.22 May 29, 2019
0.22 August 28, 2019
0.22 November 27, 2019
0.88
$
$
Date paid
0.21 March 21, 2018
0.21 May 30, 2018
0.21 August 29, 2018
0.21 November 28, 2018
0.84
Per share
0.20
$
0.20
0.20
0.20
0.80
$
Per share
$
On February 17, 2021, the Company’s Board of Directors declared a quarterly dividend of $0.23 per share on all
outstanding shares of Class A common stock, which is payable on March 17, 2021 to stockholders of record at the close
of business on March 3, 2021.
6. Acquisitions
Gadberry & wemlo
On September 10, 2020, the Company acquired Gadberry for $4.6 million in cash, net of cash acquired, and $5.5 million
in Class A common stock, plus approximately $9.9 million of equity-based compensation, which will be accounted for as
compensation expense in the future over two to three years (see Note 13, Equity-Based Compensation for additional
information). In addition, the Company recorded a contingent consideration liability in connection with the purchase of
Gadberry, which had an acquisition date fair value of $0.9 million, measured at the present value of the probability
weighted consideration expected to be transferred. Gadberry is a location intelligence data company whose products
have been instrumental in the success of the Company’s consumer website, www.remax.com. Founded in 2000,
Gadberry specializes in building products that help clients solve geospatial challenges through location data. Gadberry
plans to expand its non-RE/MAX clients while maintaining and enhancing its contributions to the RE/MAX technology
offering.
On August 25, 2020, the Company acquired wemlo for $6.1 million in cash, net of cash acquired, and $3.3 million in Class
A common stock, plus approximately $6.7 million of equity-based compensation, which will be accounted for as
compensation expense in the future over three years (see Note 13, Equity-Based Compensation, for additional
78
information). Wemlo is a fintech company that has developed its cloud service for mortgage brokers, combining third-party
loan processing services with an all-in-one digital platform.
The total purchase price was allocated to the assets and liabilities acquired based on their preliminary estimated fair
values. The Company recorded $14.4 million in goodwill, virtually all of which is deductible for tax purposes, and
$6.3 million in other intangibles as a result of these acquisitions.
First
On December 16, 2019, the Company acquired First for $15 million in cash generated from operations. First is a mobile
app that leverages data science, machine learning and human interaction to help real estate professionals better leverage
the value of their personal network and was acquired to complement the Company’s technology offerings and booj
Platform.
Marketing Funds
On January 1, 2019, the Company acquired all the regional and pan-regional advertising fund entities previously owned
by its founder and Chairman of the Board of Directors, David Liniger, for a nominal amount. As in the past, the Marketing
Funds are contractually obligated to use the funds collected to support both regional and pan-regional marketing
campaigns designed to build and maintain brand awareness and to support the Company’s agent marketing technology.
The Company does not plan for the use of the funds to change because of this acquisition and consolidation. The
acquisitions of the Marketing Funds are part of the Company’s succession plan, and ownership of the Marketing Funds by
the franchisor is a common structure. Expenses incurred with the acquisition of the Marketing Funds were not material.
The total assets equal the total liabilities of the Marketing Funds and beginning January 1, 2019, are reflected in the
consolidated financial statements of the Company. The Company also began recognizing revenue from the amounts
collected, which substantially increased its revenues and expenses.
The following table summarizes the Company’s allocation of the purchase price to the fair value of assets acquired and
liabilities assumed (in thousands):
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets, net of current portion . . . . . . . . . . . . . . . .
Total assets acquired . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities assumed . . . . . . . . . . . . . . . . . . . . . . .
Total acquisition price . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
28,495
8,472
788
126
37,881
37,881
37,881
—
The Marketing Funds constitutes a business and was accounted for using the fair value acquisition method. The total
purchase price was allocated to the assets acquired based on their estimated fair values.
Booj, LLC
On February 26, 2018, the Company acquired all membership interests in booj using $26.3 million in cash generated from
operations, plus up to approximately $10.0 million in equity-based compensation to be earned over time, based on grant
date fair value, which will be accounted for as compensation expense in the future (see Note 13, Equity-Based
Compensation, for additional information). The Company acquired booj in order to deliver core technology solutions
designed for and with RE/MAX affiliates.
79
The following table summarizes the Company’s allocation of the purchase price to the fair value of assets acquired and
liabilities assumed (in thousands):
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . .
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-compete agreement . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets, net of current portion . . . . . . . . . . . . . . . . .
Total assets acquired, excluding goodwill . . . . . . . . . .
Current portion of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Debt, net of current portion . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
362
367
625
7,400
500
1,200
800
1,589
336
13,179
(606)
(557)
(805)
(1,968)
15,039
26,250
Booj constitutes a business and was accounted for using the fair value acquisition method. The total purchase price was
allocated to the assets acquired based on their estimated fair values. The largest intangible assets acquired were valued
using an income approach which utilizes Level 3 inputs and are being amortized over a weighted-average useful life using
the straight-line method. The excess of the total purchase price over the fair value of the identifiable assets acquired was
recorded as goodwill. The goodwill is attributable to expected synergies and projected long-term revenue growth for the
RE/MAX network. All of the goodwill recognized is tax deductible.
Unaudited Pro Forma Financial Information
The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as
if the acquisition of the Marketing Funds had occurred January 1, 2018, and the acquisition of booj had occurred on
January 1, 2017. The Gadberry, Wemlo, and First acquisitions noted above are immaterial and not included in the pro-
forma information presented below. The historical financial information has been adjusted to give effect to events that are
(1) directly attributed to the noted acquisitions, (2) factually supportable and (3) expected to have a continuing impact on
the combined results, including additional amortization expense associated with the valuation of the acquired franchise
agreements. This unaudited pro forma information should not be relied upon as necessarily being indicative of the
historical results that would have been obtained if the acquisitions had actually occurred on that date, nor of the results
that may be obtained in the future.
(in thousands, except per share amounts)
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income attributable to Holdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Basic earnings per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
$
Year Ended
December 31, 2018
287,394
26,131
1.47
1.47
80
7. Property and Equipment
Property and equipment consist of the following (in thousands):
Depreciable Life
As of December 31,
2020
2019
Leasehold improvements . . . . . . . . . . . . . . . . . . Shorter of estimated useful life or life of lease $
Office furniture, fixtures and equipment . . . . . . . 2 - 10 years
Total property and equipment . . . . . . . . . . . .
Less accumulated depreciation . . . . . . . . . . . . .
Total property and equipment, net . . . . . . . .
4,707 $
17,896
22,603
(14,731)
3,327
17,057
20,384
(14,940)
5,444
$
7,872 $
Depreciation expense was $1.8 million, $1.7 million and $1.2 million for the years ended December 31, 2020, 2019 and
2018, respectively.
8. Intangible Assets and Goodwill
The following table provides the components of the Company’s intangible assets (in thousands, except weighted average
amortization period in years):
Weighted
Average
Amortization
Period
As of December 31, 2020
Accumulated
Amortization Balance
Net
Initial
Cost
(108,671) $ 72,196 $ 180,867 $
Initial
Cost
As of December 31, 2019
Accumulated
Amortization Balance
(93,197) $ 87,670
Net
Franchise agreements . . . . . . . . . . .
Other intangible assets:
Software (a) . . . . . . . . . . . . . .
Trademarks . . . . . . . . . . . . . .
Non-compete agreements . . .
Training materials . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . .
Total other intangible assets . . . . . .
12.5 $ 180,867 $
4.5 $ 44,389 $
8.4
4.4
5.0
5.3
4.7 $ 54,704 $
2,325
3,920
2,400
1,670
(18,926) $ 25,463 $ 36,680 $
1,051
1,106
1,280
1,069
(24,735) $ 29,969 $ 45,484 $
(1,274)
(2,814)
(1,120)
(601)
1,904
3,700
2,400
800
(9,653) $ 27,027
867
(1,037)
2,154
(1,546)
1,760
(640)
507
(293)
(13,169) $ 32,315
(a) As of December 31, 2020, and December 31, 2019, capitalized software development costs of $1.4 million and
$10.5 million, respectively, were related to technology projects not yet complete and ready for their intended use and
thus were not subject to amortization.
Amortization expense was $24.9 million, $20.6 million and $19.5 million for the years ended December 31, 2020, 2019
and 2018, respectively.
As of December 31, 2020, the estimated future amortization expense related to intangible assets includes the estimated
amortization expense associated with the Company’s intangible assets assumed with the Company’s acquisitions (in
thousands):
As of December 31, 2020:
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
25,431
23,603
17,089
14,288
10,365
11,389
102,165
81
The following table presents changes to goodwill by reportable segment for the period from January 1, 2019 to
December 31, 2020 (in thousands):
Balance, January 1, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . $
Goodwill recognized from acquisitions . . . . . . . . . . . . . . . .
Effect of changes in foreign currency exchange rates . . . .
Balance, December 31, 2019 . . . . . . . . . . . . . . . . . . . . . .
Goodwill recognized from acquisitions (a) . . . . . . . . . . . . . .
Effect of changes in foreign currency exchange rates . . . .
Balance, December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . $
138,884 $
8,207
147
147,238
9,893
71
157,202 $
11,800 $
—
—
11,800
6,833
—
18,633 $
150,684
8,207
147
159,038
16,726
71
175,835
Real Estate
Mortgage
Total
(a) Includes adjustments to preliminary estimates from 2019 acquisitions.
9. Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
Marketing Funds (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued payroll and related employee costs . . . . . . . . . . . . . . . . . . . . .
Accrued taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of December 31,
2020
2019
48,452
10,692
2,491
1,806
5,130
68,571
$
$
39,672
11,900
2,451
2,047
4,093
60,163
$
$
(a) Consists primarily of liabilities recognized to reflect the contractual restriction that all funds collected in the Marketing
Funds must be spent for designated purposes. See Note 2, Summary of Significant Accounting Policies, for
additional information. As previously noted, the Marketing Funds were acquired on January 1, 2019.
10. Debt
Debt, net of current portion, consists of the following (in thousands):
Senior Secured Credit Facility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term financing (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less unamortized debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . .
Less unamortized debt discount costs . . . . . . . . . . . . . . . . . . . . . . . . .
Less current portion (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
As of December 31,
2020
2019
$
$
225,013
78
(882)
(644)
(2,428)
221,137
$
$
227,363
362
(1,182)
(862)
(2,648)
223,033
(a) Includes financing assumed with the acquisition of booj. As of December 31, 2020 and 2019, the carrying value of
this financing approximates the fair value.
Maturities of debt are as follows (in thousands):
As of December 31, 2020
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
2,428
2,350
220,313
225,091
82
Senior Secured Credit Facility
In July 2013, the Company entered into a credit agreement with several lenders and administered by a bank, referred to
herein as the “2013 Senior Secured Credit Facility.” In December 2016, the 2013 Senior Secured Credit Facility was
amended and restated, referred to herein as the “Senior Secured Credit Facility.” The Senior Secured Credit Facility
consists of a $235.0 million term loan facility which matures on December 15, 2023 and a $10.0 million revolving loan
facility which must be repaid on December 15, 2021. In connection with the Senior Secured Credit Facility, the Company
incurred costs of $3.5 million during 2016, of which $1.4 million was recorded in “Debt, net of current portion” in the
accompanying Consolidated Balance Sheets and is being amortized to interest expense over the term of the Senior
Secured Credit Facility and the remaining $2.1 million was expensed as incurred.
Borrowings under the term loans and revolving loans accrue interest, at the Company’s option on (a) LIBOR provided
LIBOR shall be no less than 0.75% plus an applicable margin of 2.75% and, provided further, that LIBOR shall be
adjusted for reserve requirements for eurocurrency liabilities, if any (the “LIBOR rate”) or (b) the greatest of (i) JPMorgan
Chase Bank N.A.’s prime rate, (ii) the NYFRB Rate (as defined in the Senior Secured Credit Facility) plus 0.50% and
(iii) the one-month Eurodollar Rate plus 1%, (such greatest rate, the “ABR”) plus, in each case, the applicable margin. The
applicable margin for ABR loans is 1.75%. As of December 31, 2020, the Company selected the LIBOR rate resulting in
an interest rate on the term loan facility of 3.5%.
The Senior Secured Credit Facility requires RE/MAX, LLC to repay term loans at $0.6 million per quarter. The Company is
also required to repay the term loans and reduce revolving commitments with (i) 100.0% of proceeds of any incurrence of
additional debt not permitted by the Senior Secured Credit Facility, (ii) 100.0% of proceeds of asset sales and 100.0% of
amounts recovered under insurance policies, subject to certain exceptions and a reinvestment right and (iii) 50.0% of
excess cash flow at the end of the applicable fiscal year if RE/MAX, LLC’s total leverage ratio as defined in the Senior
Secured Credit Facility is in excess of 3.25:1.00, with such percentage decreasing to zero as RE/MAX, LLC’s leverage
ratio decreases below 2.75 to 1.0. The Company’s total leverage ratio was less than 2.75 to 1.0 as of December 31, 2020,
and as a result, the Company does not expect to make an excess cash flow principal prepayment within the next
12- month period. The Company may make optional prepayments on the term loan facility at any time without penalty;
however, no such optional prepayments were made during the year ended December 31, 2020.
Whenever amounts are drawn under the revolving line of credit, the Senior Secured Credit Facility requires compliance
with a leverage ratio and an interest coverage ratio. A commitment fee of 0.5% per annum accrues on the amount of
unutilized revolving line of credit. As of December 31, 2020, no amounts were drawn on the revolving line of credit.
11. Fair Value Measurements
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants. As such, fair value is a market-based measurement that is
determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for
considering assumptions, the Company follows a three-tier fair value hierarchy, which prioritizes the inputs used in
measuring fair value as follows:
•
•
•
Level 1: Quoted prices for identical instruments in active markets.
Level 2: Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments
in markets that are not active, and model-derived valuations, in which all significant inputs are observable in
active markets. The fair value of the Company’s debt reflects a Level 2 measurement and was estimated based
on quoted prices for the Company’s debt instruments in an inactive market.
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to
develop its own assumptions. Level 3 liabilities that are measured at fair value on a recurring basis consist of the
Company’s contingent consideration related to the acquisition of Motto.
83
A summary of the Company’s liabilities measured at fair value on a recurring basis is as follows (in thousands):
As of December 31, 2020
As of December 31, 2019
Fair Value Level 1 Level 2 Level 3 Fair Value Level 1 Level 2 Level 3
Liabilities
Motto contingent consideration . . . . . . $
Gadberry contingent consideration . . .
Contingent consideration (a) . . . . . . . . . $
4,750 $
1,590
6,340 $
— $
—
— $
— $ 4,750 $
—
— $ 6,340 $
1,590
5,005 $
—
5,005 $
— $
—
— $
— $ 5,005
—
—
— $ 5,005
(a) Recorded as a component of “Accrued liabilities” and “Other liabilities, net of current portion” in the accompanying
Consolidated Balance Sheets.
The Company is required to pay additional purchase consideration totaling 8% of gross receipts collected by Motto each
year (the “Revenue Share Year”) through September 30, 2026, with no limitation as to the maximum payout. The annual
payment is required to be made within 120 days of the end of each Revenue Share Year. The fair value of the contingent
purchase consideration represents the forecasted discounted cash payments that the Company expects to pay. Increases
or decreases in the fair value of the contingent purchase consideration can result from changes in discount rates as well
as the timing and amount of forecasted revenues. The forecasted revenue growth assumption that is most sensitive is the
assumed franchise sales count for which the forecast assumes between 60-80 franchises sold annually. This assumption
is based on historical sales and an assumption of growth over time. A 10% reduction in the number of franchise sales
would decrease the liability by $0.3 million. A 1% change to the discount rate applied to the forecast changes the liability
by approximately $0.1 million. As of December 31, 2020, contingent consideration also includes an amount recognized in
connection with the acquisition of Gadberry (see Note 6, Acquisitions, for more information on this acquisition). The
Company measures these liabilities each reporting period and recognizes changes in fair value, if any, in “Selling,
operating and administrative expenses” in the accompanying Consolidated Statements of Income.
The table below presents a reconciliation of the contingent consideration (in thousands):
Balance at January 1, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Fair value adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisitions – Gadberry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Total
5,070
241
(306)
5,005
814
930
(409)
6,340
The Company assesses categorization of assets and liabilities by level at each measurement date, and transfers between
levels are recognized on the actual date of the event or change in circumstances that caused the transfer. There were no
transfers between Levels I, II and III during the year ended December 31, 2020.
The following table summarizes the carrying value and estimated fair value of the Senior Secured Credit Facility (in
thousands):
Senior Secured Credit Facility. . . . . . . . . . .
$
223,487
$
223,887
$
225,319
$
227,363
December 31, 2020
December 31, 2019
Carrying
Amount
Fair Value
Level 2
Carrying
Amount
Fair Value
Level 2
84
12. Income Taxes
“Income before provision for income taxes” as shown in the accompanying Consolidated Statements of Income is
comprised of the following (in thousands):
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
14,930 $
14,193
29,123 $
44,343 $
13,422
57,765 $
52,798
13,366
66,164
Year Ended December 31,
2019
2020
2018
Components of the “Provision for income taxes” in the accompanying Consolidated Statements of Income consist of the
following (in thousands):
Current
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred expense
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Year Ended December 31,
2019
2020
2018
2,265 $
4,418
580
7,263
1,229
351
260
1,840
9,103 $
2,533 $
4,929
1,137
8,599
2,084
(142)
368
2,310
10,909 $
1,393
4,738
700
6,831
8,795
12
704
9,511
16,342
A reconciliation of the U.S. statutory income tax rate to the Company’s effective tax rate is as follows:
Year Ended December 31,
2019
2018
2020
U.S. statutory tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local taxes, net of federal benefit . . . . . . . . . . . . . . . . . . . . . . .
Income attributable to non-controlling interests (a) . . . . . . . . . . . . . . . . . .
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-creditable foreign taxes - non-controlling interest (b) (c) . . . . . . . . . .
Non-creditable foreign taxes - RE/MAX Holdings (c) (d) . . . . . . . . . . . . . .
Foreign derived intangible income deduction (c) . . . . . . . . . . . . . . . . . . . .
Other permanent differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Uncertain tax positions (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impact of TRA adjustment on NCI (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of permanent difference - TRA adjustment (f) . . . . . . . . . . . . . . . . .
Valuation allowance recognized on basis step-ups . . . . . . . . . . . . . . . . .
Conversions of acquired C-Corporations to pass-through entities (g) . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21.0 %
3.1
(9.9)
14.2 %
5.1
2.1
(3.1)
2.0
1.9
—
—
—
8.4
0.7
31.3 %
21.0 %
3.1
(10.0)
14.1 %
2.8
1.1
(1.5)
0.7
1.0
—
—
—
—
0.7
18.9 %
21.0 %
3.1
(10.0)
14.1 %
2.7
1.2
(1.3)
0.4
0.8
0.7
(2.2)
9.5
—
(1.2)
24.7 %
(a) Given virtually all our income is generated via a pass-through entity of which the non-controlling interest owns
approximately 40%, that proportion of our income is not subject to U.S. or state income tax rates.
(b) Approximately 40% of foreign taxes paid at the RMCO level are attributable to the non-controlling interest. As a
result, these taxes are never creditable against the U.S. taxes of Holdings.
(c) The percentage impact of all these items increased in relation to 2019 because our pre-tax net income decreased in
2020 while the underlying tax or deduction was relatively unchanged.
(d) While a portion of our foreign taxes are creditable within the U.S., most of the taxes we pay in Canada are not due
largely to changes from TCJA (see discussion below).
85
(e) Reflects the additional impact of non-controlling interest adjustment being on a larger base of income that includes
the gain on reduction in TRA liability.
(f) Reflects the impact of gain on TRA liability reduction, which is not taxable.
(g) In 2020, the Company converted wemlo and First from C Corporations to flow-through entities, which triggered
taxable gains. These conversions are expected to provide long-term tax benefits, both additional amortization and
avoiding double taxation on profits.
In December 2017, the Tax Cut and Jobs Act (the “TCJA”) was enacted, which included a significant reduction in the U.S.
corporate income tax rate from 35% to 21% along with several changes to taxation of foreign derived income.
In 2018, the Company completed its evaluation of the impacts to its foreign derived income, particularly the tax credits
received for foreign taxes and deductions allowed under the newly created foreign-derived intangible income deduction.
The SEC staff issued Staff Accounting Bulletin 118 and later ASU 2018-05, which provided all companies through
December of 2018 to finalize provisional estimates of the impacts of the TCJA.
Starting with tax year 2018, the Company has foreign tax credit limitation due to the U.S. federal tax rate being lower than
many foreign jurisdictions, particularly Canada (reflected in the rate reconciliation table above as “Non-creditable foreign
taxes - RE/MAX Holdings”). Certain of the tax basis step-ups, described in Note 4, Non-controlling interest, are related to
intangible assets from the Company’s Western Canada operations. The deductions expected to be taken from these tax
basis step-ups are no longer expected to be realized by the Company due to now being subject to a foreign tax credit
limitation. As a result, the Company recognized a $6.3 million valuation allowance against the related deferred tax assets
and an increase in “Provision for income taxes” in the accompanying Consolidated Statements of Income (reflected in the
rate reconciliation table above as a 9.5% adjustment in 2018). The loss in value of the step-up, along with other less
significant changes, also reduced the value of the TRA liabilities, resulting in a $6.1 million benefit to operating income.
The net impact of these items was insignificant to net income.
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,
2020
2019
Long-term deferred tax assets
Goodwill, other intangibles and other assets . . . . . . . . . . . . . . . . . . . . . . . . $
Imputed interest deduction pursuant to tax receivable agreements . . . . . .
Operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Compensation and benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Motto contingent liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign tax credit carryforward . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total long-term deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total long-term deferred tax assets, net of valuation allowance . . . . . . .
40,077 $
2,306
2,671
3,237
1,429
1,034
3,891
2,996
—
817
58,458
(6,834)
51,624
Long-term deferred tax liabilities
Property and equipment and other long lived assets . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total long-term deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net long-term deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(1,577)
(1,682)
(3,259)
48,365
48,365 $
42,800
2,651
1,618
3,043
1,629
783
3,706
1,862
2,641
950
61,683
(7,184)
54,499
(1,494)
(703)
(2,197)
52,302
52,302
(a) The conversion of acquired companies to LLCs resulted in the utilization of these net operating losses in 2020.
(b) Includes a valuation allowance on deferred tax assets for goodwill and intangibles in the Company’s Western Canada
operations, as well as foreign tax credit carryforwards.
86
As of December 31, 2020, the Company had $3.0 million in unutilized foreign tax credit carryforwards. If unused, the
carryforwards will begin to expire during the years 2029-2031. This amount is included in the valuation allowance as of
December 31, 2020.
Net deferred tax assets are recorded related to differences between the financial reporting basis and the tax basis of
Holdings’ proportionate share of the net assets of RMCO. Based on the Company’s historical taxable income and its
expected future earnings, management evaluates the uncertainty associated with booking tax benefits and determines
whether the deferred tax assets are more likely than not to be realized, including evaluation of deferred tax liabilities and
the expectation of future taxable income. If not expected to be realized, a valuation allowance is recognized to offset the
deferred tax asset.
The Company and its subsidiaries file, or will file, income tax returns in the U.S. federal jurisdiction and various states and
foreign jurisdictions. Holdings will file its 2020 income tax returns by October 15, 2021. RMCO is not subject to domestic
federal income taxes as it is a flow-through entity; however, RMCO is still required to file an annual U.S. Return of
Partnership Income. With respect to state and local jurisdictions and countries outside of the U.S., the Company and its
subsidiaries are typically subject to examination for three to four years after the income tax returns have been filed. As
such, income tax returns filed since 2016 are subject to examination.
Uncertain Tax Positions
The Company has recognized uncertain tax position liabilities, and related tax expense for certain foreign tax matters,
along with a receivable for amounts of such foreign taxes expected to be creditable in the U.S. While the Company
believes the liabilities recognized for uncertain tax positions are adequate to cover reasonably expected tax risks, there
can be no assurance that an issue raised by a tax authority will be resolved at a cost that does not exceed the liability
recognized. Interest and penalties are accrued on uncertain tax positions and included in the “Provision for income taxes”
in the accompanying Consolidated Statements of Income.
Uncertain tax position liabilities represent the aggregate tax effect of differences between the tax return positions and the
amounts otherwise recognized in the consolidated financial statements and are recognized in “Income taxes payable” in
the Consolidated Balance Sheets. A reconciliation of the beginning and ending amount, excluding interest and penalties
is as follows:
As of December 31,
2020
2019
Balance, January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Increase related to prior period tax positions . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, December 31 (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
4,810 $
490
5,300 $
4,278
532
4,810
(a) Excludes accrued interest and penalties of $2.3 million and $1.9 million for the years ended December 31, 2020 and
2019, respectively. These related interest and penalties are recognized in “Income taxes payable” within the
Consolidated Balance Sheets.
The Company’s uncertain tax positions have a reasonable possibility of being settled within the next 12 months.
13. Equity-Based Compensation
The RE/MAX Holdings, Inc. 2013 Omnibus Incentive Plan (the “Incentive Plan”) includes restricted stock units which may
have time-based or performance-based vesting criteria. The Company recognizes equity-based compensation expense in
“Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income. The Company
recognizes corporate income tax benefits relating to the vesting of restricted stock units in “Provision for income taxes” in
the accompanying Consolidated Statements of Income.
87
Employee stock-based compensation expense under the Company’s Incentive Plan, net of the amount capitalized in
internally developed software, is as follows (in thousands):
Year Ended December 31,
2019
2020
2018
Expense from time-based awards (a). . . . . . . . . . . . . . . . . . . . . . . . . .
Expense from performance-based awards (a)(b) . . . . . . . . . . . . . . . . .
Expense from bonus to be settled in shares (c) . . . . . . . . . . . . . . . . .
Equity-based compensation capitalized . . . . . . . . . . . . . . . . . . . . . . .
Equity-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . .
Tax deficit / (benefit) from equity-based compensation . . . . . . . . . . .
Deficit / (excess) tax benefit from equity-based compensation . . . . .
Net compensation cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
12,224 $
2,150
1,925
(32)
16,267
(2,308)
378
14,337 $
7,554 $
(179)
3,788
(229)
10,934
(1,548)
55
9,441 $
5,189
4,126
—
(139)
9,176
(1,297)
(145)
7,734
(a) Includes awards granted to booj, First, wemlo and Gadberry employees and former owners at the time of acquisition.
(b) Expense recognized for performance-based awards is re-assessed each quarter based on expectations of
achievement against the performance conditions. For the year ended December 31, 2019, the Company reversed
expense that had been recognized in 2018 for awards granted for certain booj work deliverables. This reversal was
primarily a result of modifying the awards to extend the due date of the performance conditions, primarily through
December 31, 2019, as the achievement of the goals at the previous date was no longer probable. Accounting for
these modifications resulted in the reversal of the cumulative expense previously recognized and expensing the
modified awards over the new vesting period resulting in a net $0.3 million recognized in 2019. Also, for the year
ended December 31, 2019, certain conditions were no longer deemed probable of being met for other performance
awards tied to the achievement of a revenue target measured over a three-year performance period. The cumulative
expense previously recognized was reversed in the current period, resulting in a negative expense of ($0.5) million in
2019.
In 2019, the Company revised its annual bonus plan so that a portion of the bonus for most employees would be
settled in shares if the Company met certain performance metrics. While the normal bonus plan was eliminated
earlier in the year, the Board of Directors agreed to pay a discretionary bonus in December 2020 given the
performance of the Company in the second half of the year and opted to pay a portion in shares. The exact share
amounts to be issued will be determined based on the stock price at the time of vesting in early 2021. These amounts
are recognized as “Accrued liabilities” in the accompanying Consolidated Balance Sheets and are not included in
“Additional paid-in capital” until the shares are issued.
(c)
Time-based Restricted Stock
Time-based restricted stock units and restricted stock awards are valued using the Company’s closing stock price on the
date of grant. Grants awarded to the Company’s Board of Directors generally vest over a one-year period. Grants
awarded to the Company’s employees, other than grants issued to former owners in connection with acquisitions,
generally vest equally in annual installments over a three-year period. Grants awarded to former owners in connection
with acquisitions vest in varying lengths from two to four years. Refer to Note 6, Acquisitions, for additional discussion
regarding the details of these transactions. Compensation expense is recognized on a straight-line basis over the vesting
period.
The following table summarizes equity-based compensation activity related to time-based restricted stock units and
restricted stock awards:
Balance, January 1, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares vested (including tax withholding) (b) . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares
455,452
769,750
(189,354)
(17,840)
1,018,008
$
$
$
$
$
Weighted average
grant date fair
value per share
46.15
33.05
44.41
35.94
36.74
(a) The weighted average grant date fair value per share for the years ended December 31, 2019 and 2018 were $38.43
and $53.04, respectively.
88
(b) Pursuant to the terms of the Incentive Plan, shares withheld by the Company for the payment of the employee's tax
withholding related to shares vesting are added back to the pool of shares available for future awards.
At December 31, 2020, there was $25.1 million of total unrecognized expense. This compensation expense is expected to
be recognized over the weighted-average remaining vesting period of 2.0 years.
Performance-based Restricted Stock
Performance-based restricted stock units (“PSUs”) granted to employees, other than booj employees and former owners
in connection with the acquisitions, are stock-based awards in which the number of shares ultimately received depends
on the Company’s achievement of either a specified revenue target or the Company’s total shareholder return (“TSR”)
relative to a peer company index over a three-year performance period. If the minimum threshold conditions are not met,
no shares will vest. The number of shares that could be issued range from 0% to 150% of the participant’s target award.
PSUs are valued on the date of grant using a Monte Carlo simulation for the TSR element of the award. PSUs that vest
upon achievement of a specified revenue target are valued using the Company’s closing stock price on the date of grant.
The Company’s expense will be adjusted based on the estimated achievement of revenue versus target. Earned PSUs
cliff-vest at the end of the three-year performance period. Compensation expense is recognized on a straight-line basis
over the vesting period based on the Company’s probable performance, with cumulative to-date adjustments made when
revenue performance expectations change.
PSUs granted to booj employees and former owners in connection with the booj acquisition were stock-based awards in
which the number of shares received were dependent on the achievement of certain technology milestones set forth in
the related purchase agreement. The awards were valued using the Company’s closing stock price on the date of grant.
The Company’s expense was adjusted based on the final achievement of the milestones. Most of these PSUs vested in
2019. The remaining PSUs vested in early 2020 based on the achieved milestone.
The following table summarizes equity-based compensation activity related to PSUs:
Balance, January 1, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted (a) (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares vested (including tax withholding) . . . . . . . . . . . . . . . .
Forfeited (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares
139,964
205,188
(6,331)
(57,086)
281,735
$
$
$
$
$
Weighted average
grant date fair
value per share
45.31
29.90
38.49
49.08
23.37
(a) The weighted average grant date fair value per share for the years ended December 31, 2019 and 2018 were $38.87
and $55.38, respectively.
(b) Represents the total participant target award.
(c)
Includes forfeiture of the performance awards granted in 2018 that were set to vest on December 31, 2020 as the
performance conditions were not met.
At December 31, 2020, there was $5.1 million of total unrecognized PSU expense. This compensation expense is
expected to be recognized over the weighted-average remaining vesting period of 1.9 years for PSUs.
After giving effect to all outstanding awards (assuming maximum achievement of performance goals for performance-
based awards), there were 1,407,058 additional shares available for the Company to grant under the Incentive Plan as of
December 31, 2020.
14. Commitments and Contingencies
Contingencies
The Company maintains a self-insurance program for health benefits. As of December 31, 2020 and 2019, the Company
recorded a liability of $0.3 million and $0.3 million, respectively, related to this program.
89
Litigation
A number of putative class action complaints are pending against the National Association of Realtors (“NAR”), Realogy
Holdings Corp., HomeServices of America, Inc., RE/MAX, LLC and Keller Williams Realty, Inc. The first was filed on
March 6, 2019, by plaintiff Christopher Moehrl in the United States District Court for the Northern District of Illinois. The
second was filed in the same court on April 15, 2019, by plaintiff Sawbill Strategic, Inc. These two actions have now been
consolidated (the “Moehrl Action”). Similar actions have been filed in federal courts: a) by Joshua Sitzer and other
plaintiffs in the Western District of Missouri (the “Sitzer Action”); b) by Mark Rubenstein and Jeffery Nolan in the District of
Connecticut (the “Rubenstein Action”); c) by plaintiffs Gary Bauman, Mary Jane Bauman, and Jennifer Nosalek in the
District of Massachusetts (the “Bauman Action”); and d) by plaintiff Judah Leeder in the Northern District of Illinois (the
“Leeder Action”). The complaints make substantially similar allegations and seek substantially similar relief. In the Moehrl
Action, the plaintiffs allege that a NAR rule requires brokers to make a blanket, non-negotiable offer of buyer broker
compensation when listing a property, resulting in inflated costs to sellers in violation of federal antitrust law. They further
allege that certain defendants use their agreements with franchisees to require adherence to the NAR rule in violation of
federal antitrust law. Amended complaints added allegations regarding buyer steering and non-disclosure of buyer-broker
compensation to the buyer. While similar to the Moehrl Action, various other lawsuits: allege violations of the Missouri
Merchandising Practices Act (the Sitzer Action); include a multiple listing service (MLS) defendant (the Bauman Action);
allege state antitrust violations (the Sitzer Action and Bauman Action); allege harm to home buyers rather than sellers (the
Rubenstein Action and Leeder Action); allege unjust enrichment (the Leeder Action); and/or allege violations of the
Racketeer Influenced and Corrupt Organizations Act (RICO) rather than antitrust law (the Rubenstein Action). Among
other requested relief, plaintiffs seek damages against the defendants and an injunction enjoining defendants from
requiring sellers to pay the buyer broker. The Company intends to vigorously defend against all claims. We are unable to
predict whether resolution of these matters would have a material effect on our financial position or results of operations.
On October 7, 2013, RE/MAX Holdings acquired the net assets, excluding cash, of Tails for consideration paid of
$20.2 million. Following earlier litigation that was dismissed, several shareholders of Tails filed a complaint entitled Robert
B. Fisher, Carla L. Fisher, Bradley G. Rhodes and James D. Schwartz v. Gail Liniger, Dave Liniger, Bruce Benham,
RE/MAX Holdings, Inc. and Tails Holdco, Inc. in Denver District Court ("Tails II"). On February 13, 2018, the parties
signed a formal Settlement Agreement and Mutual General Release resulting in the Company recording a charge of
$2.6 million in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income
during the year ended December 31, 2017. In February 2018, the Company received $1.9 million from its insurance
carriers as reimbursement of attorneys’ fees and a portion of the settlement and paid $4.5 million to satisfy the terms of
the Settlement Agreement. As a result of the settlement, the litigation was dismissed with prejudice on March 1, 2018.
15. Defined-Contribution Savings Plan
The Company sponsors an employee retirement plan (the “401(k) Plan”) that provides certain eligible employees of the
Company an opportunity to accumulate funds for retirement. The Company provides matching contributions on a
discretionary basis. During the years ended December 31, 2020, 2019 and 2018, the Company recognized expense of
$1.0 million, $2.1 million and $1.8 million, respectively, for matching contributions to the 401(k) Plan. During 2020, as part
of a cost mitigation plan due to COVID-19, the Company suspended the matching contributions to the 401(k) Plan in the
final three quarters of the year.
16. Related-Party Transactions
The majority stockholders of RIHI, specifically the Company’s current Chairman and Co-Founder and the Company’s Vice
Chair and Co-Founder make a golf course they own available to the Company for business purposes. The Company used
the golf course and related facilities for business purposes at minimal charge during the years ended December 31, 2019
and 2018. Additionally, the Company recorded expense of $0.5 million for the value of the benefits provided to Company
personnel and others for the complimentary use of the golf course during each year ended December 31, 2019 and 2018,
with an offsetting increase in additional paid in capital. During 2020, due to COVID-19, the Company did not utilize the
golf course and related facilities.
The Company also provided support services to the Marketing Funds prior to their acquisition on January 1, 2019. See
Note 6, Acquisitions, and Note 2, Summary of Significant Accounting Policies, for additional information.
17. Segment Information
The Company operates under the following four operating segments: Real Estate, Mortgage, Marketing Funds, and booj.
Due to quantitative insignificance, the booj operating segment does not meet the criteria of a reportable segment and is
90
included in “Other”. Mortgage does not meet the quantitative significance test; however, management has chosen to
report results for the segment as it believes it will be a key driver of future success for Holdings. Management evaluates
the operating results of its segments based upon revenue and adjusted earnings before interest, the provision for income
taxes, depreciation and amortization and other non-cash and non-recurring cash charges or other items (“Adjusted
EBITDA”). The Company’s presentation of Adjusted EBITDA may not be comparable to similar measures used by other
companies. Except for the adjustments identified below in arriving at Adjusted EBITDA, the accounting policies of the
reportable segments are the same as those described in Note 2, Summary of Significant Accounting Policies.
The following table presents revenue from external customers by segment (in thousands):
Year Ended December 31,
2019
2020
Continuing franchise fees (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Annual dues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Broker fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Franchise sales and other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Continuing franchise fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Franchise sales and other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketing Funds fees (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
84,863
35,075
50,028
20,826
190,792
5,354
1,256
6,610
64,402
4,197
266,001
$
$
95,854
35,409
45,990
22,383
199,636
4,074
468
4,542
72,299
5,816
282,293
$
$
2018
98,828
35,894
46,871
22,911
204,504
2,276
260
2,536
—
5,586
212,626
(a) During the year ended December 31, 2020, Continuing franchise fees and Marketing Funds fees declined primarily
due to the temporary COVID-19 related financial support programs offered to franchisees.
The following table presents a reconciliation of Adjusted EBITDA by segment to income before provision for income taxes
(in thousands):
Adjusted EBITDA: Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted EBITDA: Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted EBITDA: Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted EBITDA: Consolidated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain (loss) on sale or disposition of assets, net . . . . . . . . . . . . . . . . .
Impairment charge - leased assets (a) . . . . . . . . . . . . . . . . . . . . . . . . .
Equity-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition-related expense (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on reduction in tax receivable agreement liability (c) . . . . . . . . . .
Special Committee investigation and remediation expense (d) . . . . . .
Fair value adjustments to contingent consideration (e) . . . . . . . . . . . .
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before provision for income taxes . . . . . . . . . . . . . . . . . . . . . .
$
$
2020
$
$
Year Ended December 31,
2019
106,810
(2,709)
(586)
103,515
(342)
—
(10,934)
(1,127)
—
—
(241)
1,446
(12,229)
(22,323)
57,765
96,079
(2,255)
(1,266)
92,558
(503)
(7,902)
(16,267)
(2,375)
—
—
(814)
340
(9,223)
(26,691)
29,123
$
$
2018
108,669
(3,436)
(917)
104,316
139
—
(9,176)
(1,634)
6,145
(2,862)
1,289
676
(12,051)
(20,678)
66,164
(a) Represents the impairment recognized on a portion of the Company’s corporate headquarters office building. See
Note 3, Leases, for additional information.
(b) Acquisition-related expense includes personnel, legal, accounting, advisory and consulting fees incurred in
connection with the acquisition and integration of acquired companies.
(c) Gain on reduction in tax receivable agreement liability is a result of the Tax Cuts and Jobs Act enacted in December
2017 and further clarified in 2018. See Note 12, Income Taxes, for additional information.
(d) Special Committee investigation and remediation expense relates to costs incurred in relation to the previously
disclosed investigation by the special committee of independent directors of actions of certain members of our senior
management and the implementation of the remediation plan.
(e) Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair
value of the contingent consideration liabilities. See Note 11, Fair Value Measurements for additional information.
91
The following table presents total assets of the Company’s segments (in thousands):
Real Estate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketing Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
$
$
As of December 31,
2019
2020
473,645
473,060
41,090
48,728
20,161
32,248
7,456
3,356
542,352
557,392
$
Virtually all long-lived assets are within the United States.
18. Quarterly Financial Information (unaudited)
Summarized quarterly results were as follows (in thousands, except shares and per share amounts):
March 31, June 30,
September 30, December 31,
For the Quarter Ended
2020:
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before provision for income taxes . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: net income attributable to non-controlling interest . .
Net income attributable to Holdings . . . . . . . . . . . . . . . . . . $
Net income attributable to Holdings per share of Class A
common stock
70,272 $
58,509
11,763
(2,683)
9,080
(3,790)
5,290
2,659
2,631 $
52,207 $
43,525
8,682
(2,052)
6,630
(706)
5,924
2,435
3,489 $
71,073 $
60,258
10,815
(2,040)
8,775
(2,051)
6,724
3,171
3,553 $
72,449
65,701
6,748
(2,110)
4,638
(2,556)
2,082
791
1,291
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
0.15 $
0.15 $
0.19 $
0.19 $
0.20 $
0.19 $
0.07
0.07
Weighted average shares of Class A common stock
outstanding
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,974,264 18,123,963
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,033,631 18,146,886
18,196,454
18,368,051
18,386,709
18,748,412
92
March 31, June 30,
September 30, December 31,
For the Quarter Ended
2019:
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other expenses, net . . . . . . . . . . . . . . . . . . . . . . . . . .
Income before provision for income taxes . . . . . . . . . . . . .
Provision for income taxes . . . . . . . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: net income attributable to non-controlling interest . .
Net income attributable to Holdings . . . . . . . . . . . . . . . . . . $
71,178 $
58,233
12,945
(2,780)
10,165
(1,908)
8,257
3,848
4,409 $
71,381 $
49,311
22,070
(2,751)
19,319
(3,186)
16,133
7,563
8,570 $
71,541 $
48,097
23,444
(2,727)
20,717
(3,453)
17,264
8,091
9,173 $
68,193
58,213
9,980
(2,416)
7,564
(2,362)
5,202
2,314
2,888
Net income attributable to Holdings per share of
Class A common stock
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
0.25 $
0.25 $
0.48 $
0.48 $
0.51 $
0.51 $
0.16
0.16
Weighted average shares of Class A common stock
outstanding
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,775,381 17,808,321
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,817,620 17,833,958
17,826,332
17,840,158
17,837,386
17,978,431
93
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (Exchange Act), that are designed to ensure that information required to be disclosed in our reports
filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed is accumulated and communicated to our
management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.
Our management, under the supervision and with the participation of our Principal Executive Officer and Principal
Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934) as of the end of the period covered by this Annual Report on Form 10-K.
Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that as of
December 31, 2020 our disclosure controls and procedures were effective.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial
statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the company, (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial
statements for external purposes in accordance with U.S. generally accepted accounting principles and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Our management assessed the effectiveness of the Company's internal control over financial reporting as of
December 31, 2020, using the criteria in the Internal Control-Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, our management concluded
that the Company’s internal control over financial reporting was effective as of December 31, 2020.
KPMG LLP, an independent registered public accounting firm, has independently assessed the effectiveness of our
internal control over financial reporting as of December 31, 2020 and its report is included herein.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting identified in connection with the evaluation
required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during our fourth fiscal quarter ended
December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
94
ITEM 9B. OTHER INFORMATION
As reported in Item 2, Part II of the Company’s Form 10-Q for the quarter ended September 30, 2020, on August 25,
2020, the Company acquired all of the equity interests in wemlo. A portion of the consideration for the acquisition was the
issuance by the Company to the founders of wemlo of 91,097 shares of Class A common stock. Such shares of common
stock issued to the founders in connection with the acquisition were offered and sold in a transaction exempt from
registration under the Securities Act, in reliance on Section 4(a)(2) of the Securities Act. On September 10, 2020, the
Company acquired all of the equity interests in Gadberry. A portion of the consideration for the acquisition was the
issuance by the Company to the founders of Gadberry of 157,074 shares of Class A common stock. Such shares of
common stock issued to the founders in connection with the acquisition were offered and sold in a transaction exempt
from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
We have adopted a Code of Conduct and a Supplemental Code of Ethics for the Chief Executive Officer and Senior
Financial Officers. Both of these codes apply to our chief executive officer, principal financial officer, principal accounting
officer and controller, or persons performing similar functions. Both codes are available on our website at
www.remax.com.
The remaining information required by this Item 10 will be included in our definitive proxy statement for our 2021 annual
meeting of stockholders (the “Proxy Statement”) and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 will be included in the Proxy Statement and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The following table provides information as of December 31, 2020 with respect to shares of our Class A common stock
issuable under our equity compensation plan:
Equity Compensation Plan Information
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
Column (a))
1,299,743 (1) $
—
1,299,743 (1) $
—
—
—
1,407,058
—
1,407,058
Plan Category
Equity compensation plans
approved by security holders . . . .
Equity compensation plans not
approved by security holders . . . .
Total . . . . . . . . . . . . . . . . . . . . . .
(1) Represents 1,299,743 shares issuable upon vesting of unvested restricted stock units.
(2) The weighted average exercise price does not take into account shares issuable upon vesting or delivery of restricted
stock units because these have no exercise price.
The remaining information required by this Item 12 will be included in the Proxy Statement and is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this Item 13 will be included in the Proxy Statement and is incorporated herein by reference.
95
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this Item 14 will be included in the Proxy Statement and is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Annual Report on Form 10-K:
1. Consolidated Financial Statements
The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K:
• Consolidated Balance Sheets as of December 31, 2020 and December 31, 2019
• Consolidated Statements of Income for the fiscal years ended December 31, 2020, December 31, 2019 and
December 31, 2018
• Consolidated Statements of Comprehensive Income for the fiscal years ended December 31,
2020, December 31, 2019 and December 31, 2018
• Consolidated Statements of Stockholders’ Equity for the fiscal years ended December 31, 2020, December 31,
2019 and December 31, 2020
• Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2020, December 31, 2019 and
December 31, 2018
• Notes to Consolidated Financial Statements
• Report of Independent Registered Public Accounting Firm
2. Financial Statement Schedules
Separate financial statement schedules have been omitted because such information is inapplicable or is included in
the financial statements or notes described above.
3. Exhibits
The exhibits listed in the Index to Exhibits, which appears immediately following the signature page and is
incorporated herein by reference, are filed or incorporated by reference as part of this Annual Report on Form 10-K.
ITEM 16. FORM 10-K SUMMARY
None.
96
Exhibit No.
Exhibit Description
Form File Number Date of First Filing Exhibit Number Filed Herewith
INDEX TO EXHIBITS
3.1
3.2
4.1
4.2
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
Amended and Restated
Certificate of Incorporation
Bylaws of RE/MAX Holdings,
Inc.
Form of RE/MAX Holdings,
Inc.’s Class A common stock
certificate.
Description of the Registrant’s
Securities Registered under
Section 12 of the Securities
Exchange Act of 1934, as
amended.
2013 Omnibus Incentive Plan
and related documents.†
Lease, dated April 16, 2010, by
and between Hub Properties
Trust and RE/MAX
International, LLC.
10-Q
001-36101
11/14/2013
8-K
001-36101
2/22/2018
S-1 333-190699
9/27/2013
3.1
3.2
4.1
10-K
001-36101
2/21/2020
4.2
S-8 333-191519
10/1/2013
4.2
S-1 333-190699
8/19/2013
10.5
Registration Rights Agreement,
dated as of October 1, 2013, by
and among RE/MAX Holdings,
Inc. and RIHI, Inc.
10-Q
Management Services
Agreement, dated as of October
1, 2013, by and among RMCO,
LLC, RE/MAX, LLC and
RE/MAX Holdings, Inc.
10-Q
001-36101
11/14/2013
10.8
001-36101
11/14/2013
10.9
RMCO, LLC Fourth Amended
and Restated Limited Liability
Company Agreement.
10-K
001-36101
2/21/2020
10.5
Tax Receivable Agreement,
dated as of October 7, 2013, by
and between RIHI, Inc. and
RE/MAX Holdings, Inc.
10-Q
Tax Receivable Agreement,
dated as of October 7, 2013, by
and between Weston Presidio
V, L.P. and RE/MAX Holdings,
Inc.
10-Q
001-36101
11/14/2013
10.11
001-36101
11/14/2013
10.12
Form of Indemnification
Agreement by and between
RE/MAX Holdings, Inc. and
each of its directors and
executive officers.†
S-1 333-190699
9/27/2013
10.3
10.9
Form of Time-Based Restricted
Stock Unit Award.†
10-K 333-190699
2/24/2017
10.11
97
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
Exhibit No.
10.10
Exhibit Description
Form of Time-Based Restricted
Stock Unit Award.†
Form File Number Date of First Filing Exhibit Number Filed Herewith
X
X
10-K
011-36101
2/22/2019
10.12
S-1 333-190699
9/27/2013
10.15
S-1 333-190699
9/27/2013
10.16
S-1 333-190699
9/27/2013
10.17
S-1 333-190699
9/27/2013
10.18
10-Q
001-36101
8/7/2015
10.3
Form of Performance-Based
Restricted Stock Unit Award.†
Form of Performance-Based
Restricted Stock Unity Award. †
Form of Restricted Stock Award
(Directors and Senior
Officers).†
Form of Restricted Stock Award
(General).†
Form of Stock Option Award
(Directors and Senior
Officers).†
Form of Stock Option Award
(General).†
Joinder, dated May 29, 2015,
among RE/MAX Holdings, Inc.,
Weston Presidio V., L.P. and
Oberndorf Investments LLC
10-K
001-36101
2/22/2019
10.18
10-K
001-36101
2/22/2019
10.19
8-K
001-36101
12/21/2016
10.1
8-K
001-36101
11/15/17
10.1
Joinder, dated October 4, 2018,
among RE/MAX Holdings, Inc.,
Oberndorf Investments LLC and
Parallaxes Capital
Opportunities fund I LP
Joinder, dated December 19,
2018, among RE/MAX
Holdings, Inc., Parallaxes
Capital Opportunities Fund I LP
and Parallaxes Rain
Co-Investment, LLC
Amended and Restated Credit
Agreement, dated as of
December 15, 2016, among
RMCO, LLC, RE/MAX, LLC, the
several lenders from time to
time parties thereto, and
JPMorgan Chase Bank, N.A.,
as administrative agent.*
Consent and Waiver, dated
November 14, 2017 with
respect to the Amended and
Restated Credit Agreement,
dated as of December 15, 2016
among RE/MAX, LLC; RMCO,
LLC; the several banks and
other financial institutions or
entities from time to time party
thereto; and JPMorgan Chase
Bank, N.A., as administrative
agent.
98
Exhibit No.
10.22
10.23
10.24
10.25
10.26
Exhibit Description
Form File Number Date of First Filing Exhibit Number Filed Herewith
Second Consent and Waiver,
dated December 19, 2017 with
respect to the Amended and
Restated Credit Agreement,
dated as of December 15, 2016
among RE/MAX, LLC; RMCO,
LLC; the several banks and
other financial institutions or
entities from time to time party
thereto; and JPMorgan Chase
Bank, N.A., as administrative
agent.
Equity Purchase Agreement,
dated January 1, 2019, by and
between RADF, LLC and David
Liniger.*
Asset Purchase Agreement,
dated January 1, 2019, by and
between RE/MAX Texas Ad
Fund, Inc.
Share Purchase Agreement,
dated January 1, 2019, by and
between RE/MAX of Western
Canada (1998), LLC and David
Liniger
Share Purchase Agreement,
dated January 1, 2019, by and
between Motto Franchising,
LLC and David Liniger
8-K
001-36101
12/26/17
10.1
10-K
001-36101
2/22/2019
10.23
10-K
001-36101
2/22/2019
10.24
10-K
001-36101
2/22/2019
10.25
10-K
001-36101
2/22/2019
10.26
10.27
Severance Pay Benefit Plan
8-K
001-36101
4/11/2019
10.1
21.1
23.1
24.1
31.1
31.2
32.1
List of Subsidiaries
Consent of Independent
Registered Public Accounting
Firm.
Power of Attorney (included on
signature page)
Certification of Chief Executive
Officer pursuant to Rule 13a-
14(a) of the Securities
Exchange Act of 1934, as
amended.
Certification of Chief Financial
Officer pursuant to Rule 13a-
14(a) of the Securities
Exchange Act of 1934, as
amended.
Certification of Chief Executive
Officer and Chief Financial
Officer, pursuant to 18 U.S.C.
Section 1350, as adopted
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99
X
X
X
X
X
X
Exhibit No.
101
Form File Number Date of First Filing Exhibit Number Filed Herewith
Exhibit Description
The following materials from the
Company’s Annual Report on
Form 10-K for the year ended
December 31, 2020 formatted
in Inline Extensible Business
Reporting Language (iXBRL):
(i) the Consolidated Statements
of Income, (ii) the Consolidated
Statements of Comprehensive
Income, (iii) the Consolidated
Balance Sheets, (iv) the
Consolidated Statements of
Cash Flows, (v) the
Consolidated Statements of
Stockholders’ Equity and
(vi) related notes
X
X
104
Cover Page Interactive Data
File – The cover page
interactive data file does not
appear in the Interactive Data
File because its XBRL tags are
embedded within the Inline
XBRL document.
† Indicates a management contract or compensatory plan or arrangement.
* Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby
undertakes to furnish supplemental copies of any omitted exhibits and schedules upon request by the SEC.
100
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
SIGNATURES
Date: February 25, 2021
Date: February 25, 2021
Date: February 25, 2021
RE/MAX Holdings, Inc.
(Registrant)
By:
By:
By:
/s/ Adam M. Contos
Adam M. Contos
Director and Chief Executive Officer
(Principal Executive Officer)
/s/ Karri R. Callahan
Karri R. Callahan
Chief Financial Officer
(Principal Financial Officer)
/s/ Brett A. Ritchie
Brett A. Ritchie
Chief Accounting Officer
(Principal Accounting Officer)
POWER OF ATTORNEY
Know all persons by these presents, that each person whose signature appears below constitutes and appoints Adam M.
Contos and Karri R. Callahan, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all
capacities, to sign any and all amendments to this annual report on Form 10-K, and to file the same, with all exhibits
thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto
each said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person
might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or
their or such person’s substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Adam M. Contos
Adam M. Contos
/s/ Karri R. Callahan
Karri R. Callahan
/s/ Brett A. Ritchie
Brett A. Ritchie
/s/ David L. Liniger
David L. Liniger
/s/ Gail A. Liniger
Gail A. Liniger
/s/ Kathleen J. Cunningham
Kathleen J. Cunningham
/s/ Roger J. Dow
Roger J. Dow
Director and Chief Executive Officer
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial Officer)
Chief Accounting Officer
(Principal Accounting Officer)
February 25, 2021
February 25, 2021
February 25, 2021
Chairman and Co-Founder
February 25, 2021
Vice Chair and Co-Founder
February 25, 2021
February 25, 2021
February 25, 2021
Director
Director
101
/s/ Ronald E. Harrison
Ronald E. Harrison
/s/ Daniel J. Predovich
Daniel J. Predovich
/s/ Christine M. Riordan
Christine M. Riordan
/s/ Joseph A. DeSplinter
Joseph A. DeSplinter
/s/ Teresa S. Van De Bogart
Teresa S. Van De Bogart
/s/ Laura G. Kelly
Laura G. Kelly
/s/ Stephen P. Joyce
Stephen P. Joyce
Director
Director
Director
Director
Director
Director
Director
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
102
A FEW THOUGHTS FROM THE CEO
A fundamental commitment to all stakeholders.
It’s fascinating to see how a simple but crucial shift in thinking is gaining traction in more executive
strategies and corporate boardrooms.
As a franchisor, we’re not surprised to see companies taking a broader view on stakeholders –
through a wider, more encompassing lens. After all, franchising, at its heart, is about bringing
together a variety of disparate parties, understanding their objectives, and forging a path forward
in the best interests of all. Everybody wins.
Major themes in franchising – inclusion, opportunity, equity, fairness, service, diversity and more – are critical to the
stakeholder viewpoint and central to an entity’s mission. If or when these themes come together, the positive impact
can be substantial – not only on a corporation’s stakeholders, but on the community at large.
These considerations have been part of the fabric at RE/MAX since our founding almost half a century ago, and at
Motto Mortgage since its launch in 2016. Our vision is to be the global real estate leader and the ultimate destination
for professionals and consumers. Everybody wins.
We are a business that builds businesses. Our RE/MAX and Motto networks enable entrepreneurs from virtually all
backgrounds to find success through serving others and being a positive force in their local communities. RE/MAX
has followed that path to grow into a network of over 8,600 independently owned franchises and an incredibly diverse
group of approximately 138,000 agents across more than 110 countries and territories. Motto, at a much earlier stage
in its development, has done the same in building its network of 141 open offices. Its steady growth is forming a solid
foundation for exciting years to come.
In 2020, we accomplished a lot in areas such as our ongoing technological transformation, strategic acquisitions,
continued expansion and much more. But what I’m most proud of is our response to the global pandemic. When others
were cutting back and retrenching, we took a different approach – with the interests of our stakeholders in mind. The
actions we took, based on decades of experience managing through all types of crises, were twofold: We expanded our
support services for RE/MAX and Motto affiliates, and we asked our corporate Headquarters staff to embrace “shared
sacrifice” with a goal of preserving as many jobs as possible. On both counts, the results exceeded our expectations.
As the pandemic stunned the world early last year, we rolled out additional services right away – daily live trainings, free
Zoom® Pro accounts, special vendor discounts and programs, new marketing resources, and recaps of vital government
materials, to name just a few. Our leadership team popped into hundreds of virtual office meetings to offer insights
and assurance. And we extended significant financial assistance to our franchisees. Those actions and more helped our
brokers, agents and loan originators stay visible and connected to their communities at an especially critical time.
At Headquarters, we quicky but carefully conceived and executed a comprehensive cost-savings plan. Our staff
adopted a “we’re-all-in-this-together” mindset and absolutely shined. Their collective grit affirmed their commitment to
our stakeholder community – a community they’re all part of.
Now, a year later, the themes that have guided RE/MAX and Motto seem intertwined in profound new ways. Leveraging
them seems both strategic and natural as we chart our course forward.
To that end, anyone who’s connected in some fashion to RE/MAX Holdings – and even those who compete against us –
should realize that our brands are strong, resilient and positioned for a bright future. We’re an enterprise built to impact
people in a positive way, and the professionals in our companies and networks are extremely skilled at doing that.
Looking forward, I have no doubt that whatever the challenge, whatever the competitive landscape, we will rise to the
occasion and move toward our goal of delivering the best experience in everything real estate. It’s who we are. And it’s
what we do. Everybody wins.
Sincerely,
Adam Contos
CEO
BOARD OF DIRECTORS
DAVID LINIGER
Chairman of the Board and Co-Founder
RONALD HARRISON
Director
GAIL LINIGER
Vice Chair of the Board and Co-Founder
ADAM CONTOS
Chief Executive Officer and Director
KATHLEEN CUNNINGHAM
Director
JOSEPH DESPLINTER
Director
ROGER DOW
Lead Independent Director
STEPHEN JOYCE
Director
LAURA KELLY
Director
DANIEL PREDOVICH
Director
DR. CHRISTINE RIORDAN
Director
TERESA VAN DE BOGART
Director
EXECUTIVE MANAGEMENT TEAM
ADAM CONTOS
Chief Executive Officer
KARRI CALLAHAN
Chief Financial Officer
SERENE SMITH
Chief Operating Officer
and Chief of Staff
NICK BAILEY
Chief Customer Officer
WARD MORRISON
President of Motto Franchising
CORPORATE INFORMATION
INVESTOR RELATIONS
303.224.5458
investorrelations@remax.com
TRANSFER AGENT INFORMATION
Broadridge Corporate Issuer Solutions
P.O. Box 1342 Brentwood, NY 11717
800.733.1121
shareholder.broadridge.com
shareholder@broadridge.com
EXCHANGE INFORMATION
New York Stock Exchange
Ticker Symbol: RMAX
CORPORATE HEADQUARTERS
RE/MAX Holdings, Inc.
5075 S. Syracuse Street
Denver, CO 80237
remaxholdings.com
2020
ANNUAL
REPORT
+ F O R M 1 0 - K
©2021 RE/MAX Holdings, Inc. RE/MAX and the RE/MAX Balloon are trademarks of RE/MAX, LLC.
Motto and the Motto logo are trademarks of Motto Franchising, LLC. Each RE/MAX office and each Motto office Independently Owned, Operated and Licensed. 21_303310
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