Non-controlling Interest (Tables)

12 Months Ended

Dec. 31, 2022

Non-controlling Interest.

Summary of Ownership of the Common Units

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:

	December 31, 2022			December 31, 2021
	Shares	Ownership %		Shares	Ownership %
Non-controlling interest ownership of common units in RMCO	12,559,600	41.3	%	12,559,600	40.0	%
Holdings outstanding Class A common stock (equal to Holdings common units in RMCO)	17,874,238	58.7	%	18,806,194	60.0	%
Total common units in RMCO	30,433,838	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 attributable to non-controlling interest” in the accompanying Consolidated Statements of Income (Loss) for the periods indicated is detailed as follows (in thousands, except percentages):

	Year Ended December 31,
	2022									2021									2020
	RE/MAX Holdings, Inc.			Non-controlling interest			Total			RE/MAX Holdings, Inc.			Non-controlling interest			Total			RE/MAX Holdings, Inc.			Non-controlling interest			Total
Weighted average ownership percentage of RMCO(a)		59.8	%		40.2	%		100.0	%		59.8	%		40.2	%		100.0	%		59.1	%		40.9	%		100.0	%
Income (loss) before provision for income taxes(a)	$	11,090		$	7,038		$	18,128		$	(13,424)		$	(8,737)		$	(22,161)		$	17,588		$	12,120		$	29,708
(Provision) / benefit for income taxes(b)(c)		(4,980)			(2,391)			(7,371)			(2,192)			(267)			(2,459)			(6,338)			(2,824)			(9,162)
Net income (loss)	$	6,110		$	4,647		$	10,757		$	(15,616)		$	(9,004)		$	(24,620)		$	11,250		$	9,296		$	20,546

(a) The weighted average ownership percentage of RMCO differs from the allocation of income (loss) 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 (loss) from RMCO. It also includes Holdings’ share of taxes directly incurred by RMCO and its subsidiaries, including taxes in certain foreign jurisdictions. 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 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. Amounts shown for the year ended December 31, 2021 include a reversal of an uncertain tax position, the majority of which was allocated to the non-controlling interest (see Note 12, Income Taxes for additional information).

Distributions Paid or Payable

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

	Year Ended
	December 31,
	2022		2021		2020
Tax distributions	$	2,276	$	2,650	$	3,006
Dividend distributions		11,556		11,556		11,052
Total distributions to non-controlling unitholders	$	13,832	$	14,206	$	14,058