On July 21, 2021, the Company acquired the operating companies of the North America regions of INTEGRA whose territories cover five Canadian provinces (New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, and Prince Edward Island) and nine U.S. states (Connecticut, Indiana, Maine, Massachusetts, Minnesota, New Hampshire, Rhode Island, Vermont, and Wisconsin) for cash consideration of approximately $235.0 million. The Company acquired these companies in order to convert these formerly Independent Regions into Company-Owned Regions, advance its ability to scale, deliver value to its affiliates and recapture the value differential of more than 19,000 agents (approximately 12,000 in Canada and 7,000 in the U.S.). The Company funded the acquisition by refinancing its Senior Secured Credit Facility (See Note 8, Debt) and using cash from operations.

The Company allocated $40.9 million of the purchase price to a loss on the pre-existing master franchise agreements with INTEGRA which were effectively settled with the acquisition. The loss represents the fair value of the difference between the historical contractual royalty rates paid by INTEGRA and the current market rate. The loss is recorded in “Settlement and impairment charges” in the Consolidated Statements of Income (Loss) in the 2021 Annual Report on Form 10-K.

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

(a)	The Company expects to amortize the acquired Franchise agreements over a weighted average useful life of approximately 13 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.

The Company finalized its accounting for the INTEGRA acquisition during the three months ended June 30, 2022.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the acquisitions of INTEGRA had occurred on January 1, 2020. 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,
	2022 ^(a)		2021		2022 ^(a)		2021
Total revenue	$	88,943	$	93,809	$	272,119	$	267,326
Net income (loss) attributable to RE/MAX Holdings, Inc.	$	140	$	(25,059)	$	7,420	$	(19,325)

(a) Amounts agree to the Condensed Consolidated Statements of Income (Loss) for the three and nine months ended September 30, 2022, as it includes the actual results from the INTEGRA acquisition in both periods presented and are therefore not pro forma.

Dispositions

Assets and Liabilities Held for Sale

As part of the strategic shift and restructuring charges announced in July 2022, the Company is currently planning to sell the net assets of the Gadberry Group. Assets and liabilities held for sale includes the net book value of the Gadberry Group as the Company plans to sell the assets and liabilities within the next year. Long-lived assets that meet the held for sale criteria are held for sale and reported at the lower of their carrying value or fair value, less estimated costs to sell. The carrying value of the Gadberry Group assets are less than the fair value less estimated costs to sell as of September 30, 2022. The amounts below are included in the Condensed Consolidated Balance Sheets in each respective individual caption.


	September 30,
	2022 ^(a)
Accounts and notes receivable, current portion, net of allowances	$	1,415
Other current assets		209
Property and equipment, net of accumulated depreciation		46
Operating lease right of use assets		209
Goodwill		7,100
Other intangible assets, net		2,672
Total assets held for sale	$	11,651

Accounts payable		597
Accrued liabilities		898
Deferred revenue and deposits		1,243
Current portion of lease liability		103
Lease liability, net of current portion		108
Other liabilities, net of current portion		569
Total liabilities held for sale	$	3,518

(a)	Amounts are allocated to the Real Estate segment.