Non-controlling Interest (Tables)

9 Months Ended

Sep. 30, 2023

Non-controlling Interest.

Summary of Ownership of the Common Units

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

	September 30, 2023			December 31, 2022
	Shares	Ownership %		Shares	Ownership %
Non-controlling interest ownership of common units in RMCO	12,559,600	40.8	%	12,559,600	41.3	%
Holdings outstanding Class A common stock (equal to Holdings common units in RMCO)	18,213,497	59.2	%	17,874,238	58.7	%
Total common units in RMCO	30,773,097	100.0	%	30,433,838	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 (Loss) for the periods indicated is detailed as follows (in thousands, except percentages):

	Three Months Ended September 30,
	2023									2022
	RE/MAX Holdings, Inc.			Non-controlling interest			Total			RE/MAX Holdings, Inc.			Non-controlling interest			Total
Weighted average ownership percentage of RMCO (a)		59.1	%		40.9	%		100.0	%		59.8	%		40.2	%		100.0	%
Income (loss) before provision for income taxes (a)	$	(6,866)		$	(22,126)		$	(28,992)		$	(219)		$	(138)		$	(357)
(Provision) / benefit for income taxes (b)		(52,588)			(1,092)			(53,680)			359			(912)			(553)
Net income (loss)	$	(59,454)		$	(23,218)		$	(82,672)		$	140		$	(1,050)		$	(910)
	Nine Months Ended September 30,
	2023									2022
	RE/MAX Holdings, Inc.			Non-controlling interest			Total			RE/MAX Holdings, Inc.			Non-controlling interest			Total
Weighted average ownership percentage of RMCO (a)		59.0	%		41.0	%		100.0	%		60.0	%		40.0	%		100.0	%
Income (loss) before provision for income taxes (a)	$	(3,694)		$	(19,919)		$	(23,613)		$	10,016		$	6,653		$	16,669
(Provision) / benefit for income taxes (b)		(54,421)			(2,073)			(56,494)			(2,596)			(1,763)			(4,359)
Net income (loss)	$	(58,115)		$	(21,992)		$	(80,107)		$	7,420		$	4,890		$	12,310

(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 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.

Distributions Paid or Payable

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):

	Nine Months Ended
	September 30,
	2023		2022
Tax distributions	$	—	$	2,256
Dividend distributions		8,667		8,667
Total distributions to non-controlling unitholders	$	8,667	$	10,923