Non-controlling Interest (Tables)

3 Months Ended

Mar. 31, 2022

Summary of Ownership of the Common Units

The ownership of the common units in RMCO is summarized as follows:


	March 31, 2022			December 31, 2021
	Shares	Ownership %		Shares	Ownership %
Non-controlling interest ownership of common units in RMCO	12,559,600	39.6	%	12,559,600	40.0	%
Holdings outstanding Class A common stock (equal to Holdings common units in RMCO)	19,172,544	60.4	%	18,806,194	60.0	%
Total common units in RMCO	31,732,144	100.0	%	31,365,794	100.0	%

Reconciliation from Income Before Provision for Income Taxes to Net Income

A reconciliation of “Income (loss) before provision for income taxes” to “Net income (loss) attributable to RE/MAX Holdings, Inc.” and “Net Income (loss) attributable to non-controlling interest” in the accompanying Condensed Consolidated Statements of Income for the periods indicated is detailed as follows (in thousands, except percentages):


	Three Months Ended March 31,
	2022									2021
				Non-									Non-
				controlling									controlling
	Holdings			interest			Total			Holdings			interest			Total
Weighted average ownership percentage of RMCO^(a)		60.1	%		39.9	%		100.0	%		59.6	%		40.4	%		100.0	%
Income (loss) before provision for income taxes^(a)	$	2,485		$	1,665		$	4,150		$	1,019		$	692		$	1,711
(Provision) / benefit for income taxes^(b)(c)(d)		(1,034)			(171)			(1,205)			144			(92)			52
Net income (loss)	$	1,451		$	1,494		$	2,945		$	1,163		$	600		$	1,763

(a)	The weighted average ownership percentage of RMCO differs from the allocation of income (loss) before provision for income taxes between Holdings and the non-controlling interest due to certain relatively insignificant items recorded at 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 flow-through income from RMCO. It also includes Holdings’ share of taxes directly incurred by RMCO and its subsidiaries, including taxes in certain foreign jurisdictions.

(c)	Beginning in July 2021 as a result of the acquisition of INTEGRA, RMCO now also owns two corporate subsidiaries, which unlike RMCO are not pass-through entities. These entities are taxed at the corporate level on 100% of their income.

(d)

The provision for income taxes attributable to the non-controlling interest represents its share of taxes incurred by RMCO and its subsidiaries (both foreign taxes and taxes from non-flow through subsidiaries). 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 Paid or Payable

The distributions paid or payable to non-controlling unitholders are summarized as follows (in thousands):



	Three Months Ended March 31,
	2022		2021
Tax and other distributions	$	5	$	—
Dividend distributions		2,889		2,889
Total distributions to non-controlling unitholders	$	2,894	$	2,889