Acquisitions (Tables) - RE/MAX INTEGRA North America Region Asset Acquisition

9 Months Ended

Sep. 30, 2021

Acquisitions

Summary of the allocation of the purchase price to the fair value of assets acquired and liabilities assumed

The following table summarizes the preliminary allocation of the purchase price (net of settlement loss) to the fair value of assets acquired and liabilities assumed for the acquisition (in thousands):

Cash and cash equivalents and restricted cash	$	14,098
Accounts and notes receivable, net		6,610
Income taxes receivable		494
Other current assets		683
Property and equipment, net of accumulated depreciation		63
Franchise agreements (a)		96,550
Other intangible assets, net (a)		9,000
Other assets, net of current portion		1,930
Goodwill (c)		108,269
Accounts payable		(3,409)
Accrued liabilities		(14,012)
Income taxes payable		(2,900)
Deferred revenue		(824)
Deferred tax liabilities, net		(20,152)
Other liabilities, net of current portion		(1,900)
Total purchase price allocated to assets and liabilities		194,500
Loss on contract settlement		40,500
Total consideration	$	235,000

(a) The Company expects to amortize the acquired Franchise agreements over a weighted average useful life of approximately 12 years and the non-compete agreements included in Other intangible assets, net over a useful life of 5 years using the straight-line method.

(b) The Company expects 50% of the goodwill in Canada but none in the U.S. to be deductible for tax purposes.

Summary of Unaudited Pro Forma Information

The pro forma information presented below is for illustrative purposes only and 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).

	Three Months Ended				Nine Months Ended
	September 30				September 30
	2021		2020		2021		2020
Total revenue	$	93,809	$	81,943	$	267,326	$	226,161
Net income (loss) attributable to RE/MAX Holdings, Inc.	$	(25,059)	$	2,202	$	(19,325)	$	6,280