Non-controlling Interest

3 Months Ended

Mar. 31, 2023

Non-controlling Interest.

Non-controlling Interest

3. 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:

	March 31, 2023			December 31, 2022
	Shares	Ownership %		Shares	Ownership %
Non-controlling interest ownership of common units in RMCO	12,559,600	40.9	%	12,559,600	41.3	%
Holdings outstanding Class A common stock (equal to Holdings common units in RMCO)	18,121,947	59.1	%	17,874,238	58.7	%
Total common units in RMCO	30,681,547	100.0	%	30,433,838	100.0	%

The weighted average ownership (“WAO”) percentages for the applicable reporting periods are used to calculate the “Net income (loss) attributable to RE/MAX Holdings, Inc.” 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 (Loss) for the periods indicated is detailed as follows (in thousands, except percentages):

	Three Months Ended March 31,
	2023									2022
	RE/MAX Holdings, Inc.			Non-controlling interest			Total			RE/MAX Holdings, Inc.			Non-controlling interest			Total
WAO percentage of RMCO(a)		58.8	%		41.2	%		100.0	%		60.1	%		39.9	%		100.0	%
Income (loss) before provision for income taxes(a)	$	(168)		$	(119)		$	(287)		$	2,485		$	1,665		$	4,150
(Provision) / benefit for income taxes(b)		(503)			111			(392)			(1,034)			(171)			(1,205)
Net income (loss)	$	(671)		$	(8)		$	(679)		$	1,451		$	1,494		$	2,945

(a) The WAO 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. See Note 9, Income Taxes for additional information.

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):

	Three Months Ended
	March 31,
	2023		2022
Tax distributions	$	—	$	5
Dividend distributions		2,889		2,889
Total distributions to non-controlling unitholders	$	2,889	$	2,894