Non-controlling Interest (Tables)

6 Months Ended

Jun. 30, 2024

Non-controlling Interest.

Summary of Ownership of the Common Units

Holdings is the sole managing member of RMCO and operates and controls all of the business affairs of RMCO. The ownership of the common units in RMCO is summarized as follows:

	June 30, 2024			December 31, 2023
	Shares	Ownership %		Shares	Ownership %
Non-controlling interest ownership of common units in RMCO	12,559,600	40.0	%	12,559,600	40.7	%
Holdings outstanding Class A common stock (equal to Holdings common units in RMCO)	18,854,662	60.0	%	18,269,284	59.3	%
Total common units in RMCO	31,414,262	100.0	%	30,828,884	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 June 30,
	2024									2023
	Holdings			NCI			Total			Holdings			NCI			Total
WAO percentage of RMCO (a)		60.0	%		40.0	%		100.0	%		59.1	%		40.9	%		100.0	%
Income (loss) before provision for income taxes (a)	$	4,578		$	3,085		$	7,663		$	3,340		$	2,326		$	5,666
(Provision) / benefit for income taxes (b)		(873)			(600)			(1,473)			(1,330)			(1,092)			(2,422)
Net income (loss)	$	3,705		$	2,485		$	6,190		$	2,010		$	1,234		$	3,244
	Six Months Ended June 30,
	2024									2023
	Holdings			NCI			Total			Holdings			NCI			Total
WAO percentage of RMCO (a)		59.8	%		40.2	%		100.0	%		58.9	%		41.1	%		100.0	%
Income (loss) before provision for income taxes (a)	$	2,132		$	1,428		$	3,560		$	3,172		$	2,207		$	5,379
(Provision) / benefit for income taxes (b)		(1,780)			(1,197)			(2,977)			(1,833)			(981)			(2,814)
Net income (loss)	$	352		$	231		$	583		$	1,339		$	1,226		$	2,565

(a) The WAO percentage of RMCO differs from the percentage 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

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

	Six Months Ended
	June 30,
	2024		2023
Tax distributions	$	—	$	—
Dividend distributions (a)		—		5,778
Total distributions to non-controlling unitholders	$	—	$	5,778

(a) In the fourth quarter of 2023, the Company announced that its Board of Directors suspended the Company’s quarterly dividend.