UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

☒~~Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

For the quarterly period ended September 30, ~~2017.~~2021.

☐~~Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~
☐
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to .

Commission file ~~number~~number: 001-36101

Logo, company name

Description automatically generated

RE/MAX Holdings, Inc.

(Exact name of registrant as specified in its charter)



Delaware		80-0937145
~~Delaware~~		~~80-0937145~~
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

5075 South Syracuse Street Denver, Colorado		80237
(Address of principal executive offices)		(Zip Code)

~~(303)~~ (303) 770-5531

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	RMAX	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐☒ No ☒ ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See ~~definition~~definitions of “large accelerated ~~filer”,~~filer,” “accelerated filer,” “smaller reporting ~~company”~~company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	☒Accelerated filer	☒	~~Accelerated filer~~Emerging growth company		☐
Non-accelerated filer		☐ ~~(Do not check if a smaller reporting company)~~		Smaller reporting company	☐	☐
~~Emerging growth company~~		☐				

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

~~The number of~~On October 31, 2021, there were 18,891,871 outstanding shares of the registrant’s Class A common stock (including unvested restricted stock), $0.0001 par value ~~$0.0001~~ per share, and 1 outstanding share of Class B common stock, $0.0001 par value ~~$0.0001, as of February 28, 2018 was 17,696,991 and 1, respectively.~~per share.

Table of Contents

TABLE OF CONTENTS


		Page No.
	PART I. – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets	3
~~Item 1.~~	~~Financial Statements~~	3
	~~RE/MAX Holdings, Inc. Unaudited~~ Condensed Consolidated ~~Balance Sheets as~~Statements of ~~September 30, 2017 and December 31, 2016~~Income (Loss)	3 4

	Condensed Consolidated Statements of Comprehensive Income (Loss)	5

	~~RE/MAX Holdings, Inc. Unaudited~~ Condensed Consolidated Statements of ~~Income for the Three and Nine Months Ended September 30, 2017 and September 30, 2016~~Stockholders’ Equity	4 6

	~~RE/MAX Holdings, Inc. Unaudited~~ Condensed Consolidated Statements of ~~Comprehensive Income for the Three and Nine Months Ended September 30, 2017 and September 30, 2016~~Cash Flows	5 8

	~~RE/MAX Holdings, Inc. Unaudited Condensed Consolidated Statement of Stockholders’ Equity for the Nine Months Ended September 30, 2017~~	6
	~~RE/MAX Holdings, Inc. Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and September 30, 2016~~	7
	~~RE/MAX Holdings, Inc.~~ Notes to Unaudited Condensed Consolidated Financial Statements	8 9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27 26

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	45 40

Item 4.	Controls and Procedures	46 40

	PART II. – OTHER INFORMATION

Item 1.	Legal Proceedings	48 41

Item 1A.	Risk Factors	48 42

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53 42

Item 3.	Defaults Upon Senior Securities	53 42

Item 4.	Mine Safety Disclosures	53 42

Item 5.	Other Information	53 42

Item 6.	Exhibits	54
		43

	SIGNATURES	55 45

Table of Contents

PART I. – FINANCIAL INFORMATION

Item 1. Financial Statements

RE/MAX HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

September 30,

December 31,

2017

2016
Assets

Current assets:

Cash and cash equivalents

$
83,936

$
57,609
Accounts and notes receivable, current portion, less allowances of $6,247 and $5,535, respectively

19,002

19,419
Income taxes receivable

1,747

—
Other current assets

5,357

4,186
Total current assets

110,042

81,214
Property and equipment, net of accumulated depreciation of $12,865 and $12,196, respectively

2,993

2,691
Franchise agreements, net

99,634

109,140
Other intangible assets, net

9,207

9,811
Goodwill

123,013

126,633
Deferred tax assets, net

101,649

105,770
Other assets, net of current portion

1,548

1,894
Total assets

$
448,086

$
437,153
Liabilities and stockholders' equity

Current liabilities:

Accounts payable

$
449

$
855
Accounts payable to affiliates

83

145
Accrued liabilities

15,302

13,268
Income taxes payable

401

379
Deferred revenue and deposits

17,470

16,306
Current portion of debt

2,350

2,350
Current portion of payable pursuant to tax receivable agreements

6,135

13,235
Total current liabilities

42,190

46,538
Debt, net of current portion

227,094

228,470
Payable pursuant to tax receivable agreements, net of current portion

85,850

85,574
Deferred tax liabilities, net

151

133
Other liabilities, net of current portion

20,064

15,729
Total liabilities

375,349

376,444
Commitments and contingencies (note 13)

Stockholders' equity:

Class A common stock, par value $0.0001 per share, 180,000,000 shares authorized; 17,696,991 shares issued and outstanding as of September 30, 2017; 17,652,548 shares issued and outstanding as of December 31, 2016

2

2
Class B common stock, par value $0.0001 per share, 1,000 shares authorized; 1 share issued and outstanding as of September 30, 2017 and December 31, 2016

—

—
Additional paid-in capital

450,317

448,713
Retained earnings

22,675

16,005
Accumulated other comprehensive income (loss), net of tax

439

(28)
Total stockholders' equity attributable to RE/MAX Holdings, Inc.

473,433

464,692
Non-controlling interest

(400,696)

(403,983)
Total stockholders' equity

72,737

60,709
Total liabilities and stockholders' equity

$
448,086

$
437,153



	September 30,		December 31,
	2021		2020
Assets
Current assets:
Cash and cash equivalents	$	119,446	$	101,355
Restricted cash		25,150		19,872
Accounts and notes receivable, current portion, less allowances of $10,581 and $11,724, respectively		35,295		29,985
Income taxes receivable		2,459		1,222
Other current assets		19,248		13,938
Total current assets		201,598		166,372
Property and equipment, net of accumulated depreciation of $16,017 and $14,731, respectively		12,455		7,872
Operating lease right of use assets		36,555		38,878
Franchise agreements, net		153,666		69,802
Other intangible assets, net		33,719		29,969
Goodwill		268,390		165,358
Deferred tax assets, net		52,714		50,702
Income taxes receivable, net of current portion		1,980		1,980
Other assets, net of current portion		18,102		15,435
Total assets	$	779,179	$	546,368
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	4,895	$	2,108
Accrued liabilities		91,193		68,571
Income taxes payable		5,581		9,579
Deferred revenue		25,196		25,282
Current portion of debt		4,600		2,428
Current portion of payable pursuant to tax receivable agreements		3,590		3,590
Operating lease liabilities		6,045		5,687
Total current liabilities		141,100		117,245
Debt, net of current portion		448,390		221,137
Payable pursuant to tax receivable agreements, net of current portion		29,974		29,974
Deferred tax liabilities, net		20,619		490
Deferred revenue, net of current portion		18,356		19,864
Operating lease liabilities, net of current portion		46,614		50,279
Other liabilities, net of current portion		7,945		5,722
Total liabilities		712,998		444,711
Commitments and contingencies
Stockholders' equity:
Class A common stock, par value $.0001 per share, 180,000,000 shares authorized; 18,806,194 and 18,390,691 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		2		2
Class B common stock, par value $.0001 per share, 1,000 shares authorized; 1 share issued and outstanding as of September 30, 2021 and December 31, 2020, respectively		—		—
Additional paid-in capital		510,424		491,422
Retained earnings (accumulated deficit)		(6,585)		25,628
Accumulated other comprehensive income, net of tax		639		612
Total stockholders' equity attributable to RE/MAX Holdings, Inc.		504,480		517,664
Non-controlling interest		(438,299)		(416,007)
Total stockholders' equity		66,181		101,657
Total liabilities and stockholders' equity	$	779,179	$	546,368

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

RE/MAX HOLDINGS, INC.

Condensed Consolidated Statements of Income (Loss)

(In thousands, except share and per share amounts)

(Unaudited)

Three Months Ended

Nine Months Ended

September 30,

September 30,


2017

2016

2017

2016
Revenue:

Continuing franchise fees

$
23,049

$
20,938

$
69,298

$
59,691
Annual dues

8,592

8,321

25,148

24,271
Broker fees

12,125

10,517

32,914

28,102
Franchise sales and other franchise revenue

5,611

5,783

19,065

19,704
Brokerage revenue

—

—

—

112
Total revenue

49,377

45,559

146,425

131,880
Operating expenses:

Selling, operating and administrative expenses

31,832

20,539

79,263

62,866
Depreciation and amortization

4,286

3,889

15,678

11,482
Loss (gain) on sale or disposition of assets, net

451

(11)

426

85
Total operating expenses

36,569

24,417

95,367

74,433
Operating income

12,808

21,142

51,058

57,447
Other expenses, net:

Interest expense

(2,598)

(2,121)

(7,414)

(6,493)
Interest income

145

32

195

118
Foreign currency transaction gains (losses)

273

(115)

289

69
Loss on early extinguishment of debt

—

—

—

(136)
Total other expenses, net

(2,180)

(2,204)

(6,930)

(6,442)
Income before provision for income taxes

10,628

18,938

44,128

51,005
Provision for income taxes

(3,091)

(4,632)

(10,883)

(12,176)
Net income

$
7,537

$
14,306

$
33,245

$
38,829
Less: net income attributable to non-controlling interest (note 3)

3,702

7,520

16,968

20,290
Net income attributable to RE/MAX Holdings, Inc.

$
3,835

$
6,786

$
16,277

$
18,539

Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock

Basic

$
0.22

$
0.38

$
0.92

$
1.05
Diluted

$
0.22

$
0.38

$
0.92

$
1.05
Weighted average shares of Class A common stock outstanding

Basic

17,696,991

17,645,696

17,685,683

17,622,298
Diluted

17,737,786

17,691,641

17,726,447

17,666,740
Cash dividends declared per share of Class A common stock

$
0.18

$
0.15

$
0.54

$
0.45


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Revenue:
Continuing franchise fees	$	32,464	$	24,339	$	84,793	$	65,220
Annual dues		8,967		8,638		26,508		26,304
Broker fees		19,245		15,457		48,651		35,327
Marketing Funds fees		23,269		17,290		59,456		46,577
Franchise sales and other revenue		7,052		5,349		21,130		20,124
Total revenue		90,997		71,073		240,538		193,552
Operating expenses:
Selling, operating and administrative expenses		51,099		28,216		133,591		88,241
Marketing Funds expenses		23,269		17,290		59,456		46,577
Depreciation and amortization		8,582		6,730		22,236		19,154
Settlement and impairment charges		45,623		7,902		45,623		7,902
Total operating expenses		128,573		60,138		260,906		161,874
Operating income (loss)		(37,576)		10,935		(20,368)		31,678
Other expenses, net:
Interest expense		(3,315)		(2,159)		(7,537)		(7,028)
Interest income		19		25		201		328
Foreign currency transaction gains (losses)		(435)		94		(818)		(75)
Loss on early extinguishment of debt		(264)		—		(264)		—
Total other expenses, net		(3,995)		(2,040)		(8,418)		(6,775)
Income (loss) before provision for income taxes		(41,571)		8,895		(28,786)		24,903
Provision for income taxes		(792)		(2,057)		(1,454)		(6,584)
Net income (loss)	$	(42,363)	$	6,838	$	(30,240)	$	18,319
Less: net income (loss) attributable to non-controlling interest		(17,214)		3,221		(11,515)		8,436
Net income (loss) attributable to RE/MAX Holdings, Inc.	$	(25,149)	$	3,617	$	(18,725)	$	9,883

Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock
Basic	$	(1.34)	$	0.20	$	(1.00)	$	0.55
Diluted	$	(1.34)	$	0.20	$	(1.00)	$	0.54
Weighted average shares of Class A common stock outstanding
Basic		18,739,564		18,196,454		18,651,858		18,098,227
Diluted		18,739,564		18,368,051		18,651,858		18,182,856
Cash dividends declared per share of Class A common stock	$	0.23	$	0.22	$	0.69	$	0.66

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

RE/MAX HOLDINGS, INC.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(Unaudited)

Three Months Ended

Nine Months Ended

September 30,

September 30,


2017

2016

2017

2016

Net income

$
7,537

$
14,306

$
33,245

$
38,829

Change in cumulative translation adjustment

536

(147)

999

417

Other comprehensive income (loss), net of tax

536

(147)

999

417

Comprehensive income

8,073

14,159

34,244

39,246

Less: comprehensive income attributable to non-controlling interest

3,987

7,442

17,500

20,513

Comprehensive income attributable to RE/MAX Holdings, Inc., net of tax

$
4,086

$
6,717

$
16,744

$
18,733


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Net income (loss)	$	(42,363)	$	6,838	$	(30,240)	$	18,319
Change in cumulative translation adjustment		(256)		70		30		(43)
Other comprehensive income (loss), net of tax		(256)		70		30		(43)
Comprehensive income (loss)		(42,619)		6,908		(30,210)		18,276
Less: comprehensive income (loss) attributable to non-controlling interest		(17,346)		3,255		(11,512)		8,331
Comprehensive income (loss) attributable to RE/MAX Holdings, Inc., net of tax	$	(25,273)	$	3,653	$	(18,698)	$	9,945

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

RE/MAX HOLDINGS, INC.

Condensed Consolidated ~~Statement~~Statements of Stockholders’ Equity

(In thousands, except share amounts)

(Unaudited)

Accumulated other




Class A

Class B

Additional

comprehensive

Non-

Total

common stock

common stock

paid-in

Retained

income (loss),

controlling

stockholders'

Shares

Amount

Shares

Amount

capital

earnings

net of tax

interest

equity
Balances, January 1, 2017

17,652,548

$
2

1

$
—

$
448,713

$
16,005

$
(28)

$
(403,983)

$
60,709
Net income

—

—

—

—

—

16,277

—

16,968

33,245
Distributions to non-controlling unitholders

—

—

—

—

—

—

—

(14,213)

(14,213)
Equity-based compensation expense and related dividend equivalents

58,426

—

—

—

2,161

(53)

—

—

2,108
Dividends to Class A common stockholders

—

—

—

—

—

(9,554)

—

—

(9,554)
Change in accumulated other comprehensive income

—

—

—

—

—

—

467

532

999
Payroll taxes related to net settled restricted stock units

(13,983)

—

—

—

(816)

—

—

—

(816)
Other

—

—

—

—

259

—

—

—

259
Balances, September 30, 2017

17,696,991

$
2

1

$
—

$
450,317

$
22,675

$
439

$
(400,696)

$
72,737


									Retained		Accumulated other
	Class A			Class B			Additional		earnings		comprehensive		Non-		Total
	common stock			common stock			paid-in		(accumulated		income (loss),		controlling		stockholders'
	Shares	Amount		Shares	Amount		capital		deficit)		net of tax		interest		equity
Balances, January 1, 2021	18,390,691	$	2	1	$	—	$	491,422	$	25,628	$	612	$	(416,007)	$	101,657
Net income (loss)	—		—	—		—		—		1,163		—		600		1,763
Distributions to non-controlling unitholders	—		—	—		—		—		—		—		(2,889)		(2,889)
Equity-based compensation expense and dividend equivalents	459,330		—	—		—		12,679		(472)		—		—		12,207
Dividends to Class A common stockholders	—		—	—		—		—		(4,326)		—		—		(4,326)
Change in accumulated other comprehensive income (loss)	—		—	—		—		—		—		41		38		79
Payroll taxes related to net settled restricted stock units	(130,773)		—	—		—		(5,291)		—		—		—		(5,291)
Balances, March 31, 2021	18,719,248		2	1		—		498,810		21,993		653		(418,258)		103,200
Net income (loss)	—		—	—		—		—		5,261		—		5,099		10,360
Distributions to non-controlling unitholders	—		—	—		—		—		—		—		(4,110)		(4,110)
Equity-based compensation expense and dividend equivalents	640		—	—		—		4,615		—		—		—		4,615
Dividends to Class A common stockholders	—		—	—		—		—		(4,345)		—		—		(4,345)
Change in accumulated other comprehensive income (loss)	—		—	—		—		—		—		110		97		207
Payroll taxes related to net settled restricted stock units	(223)		—	—		—		(7)		—		—		—		(7)
Other	—		—	—		—		12		—		—		—		12
Balances, June 30, 2021	18,719,665	$	2	1	$	—	$	503,430	$	22,909	$	763	$	(417,172)	$	109,932
Net income (loss)	—		—	—		—		—		(25,149)		—		(17,214)		(42,363)
Distributions to non-controlling unitholders	—		—	—		—		—		—		—		(3,781)		(3,781)
Equity-based compensation expense and dividend equivalents	87,428		—	—		—		7,004		—		—		—		7,004
Dividends to Class A common stockholders	—		—	—		—		—		(4,345)		—		—		(4,345)
Change in accumulated other comprehensive income (loss)	—		—	—		—		—		—		(124)		(132)		(256)
Payroll taxes related to net settled restricted stock units	(899)		—	—		—		(31)		—		—		—		(31)
Other	—		—	—		—		21		—		—		—		21
Balances, September 30, 2021	18,806,194		2	1		—		510,424		(6,585)		639		(438,299)		66,181

Table of Contents


									Retained		Accumulated other
	Class A			Class B			Additional		earnings		comprehensive		Non-		Total
	common stock			common stock			paid-in		(accumulated		income (loss),		controlling		stockholders'
	Shares	Amount		Shares	Amount		capital		deficit)		net of tax		interest		equity
Balances, January 1, 2020	17,838,233	$	2	1	$	—	$	466,945	$	30,732	$	414	$	(411,267)	$	86,826
Net income (loss)	—		—	—		—		—		2,714		—		2,724		5,438
Distributions to non-controlling unitholders	—		—	—		—		—		—		—		(2,777)		(2,777)
Equity-based compensation expense and dividend equivalents	368,375		—	—		—		5,962		(289)		—		—		5,673
Dividends to Class A common stockholders	—		—	—		—		—		(3,986)		—		—		(3,986)
Change in accumulated other comprehensive income (loss)	—		—	—		—		—		—		(36)		(194)		(230)
Payroll taxes related to net settled restricted stock units	(82,645)		—	—		—		(2,268)		—		—		—		(2,268)
Balances, March 31, 2020	18,123,963		2	1		—		470,639		29,171		378		(411,514)		88,676
Net income (loss)	—		—	—		—		—		3,552		—		2,491		6,043
Distributions to non-controlling unitholders	—		—	—		—		—		—		—		(2,789)		(2,789)
Equity-based compensation expense and dividend equivalents	—		—	—		—		2,812		—		—		—		2,812
Dividends to Class A common stockholders	—		—	—		—		—		(3,987)		—		—		(3,987)
Change in accumulated other comprehensive income (loss)	—		—	—		—		—		—		62		55		117
Other	—		—	—		—		—		2		—		—		2
Balances, June 30, 2020	18,123,963	$	2	1	$	—	$	473,451	$	28,738	$	440	$	(411,757)	$	90,874
Net income (loss)	—		—	—		—		—		3,617		—		3,221		6,838
Distributions to non-controlling unitholders	—		—	—		—		—		—		—		(5,000)		(5,000)
Equity-based compensation expense and dividend equivalents	—		—	—		—		3,413		—		—		—		3,413
Dividends to Class A common stockholders	—		—	—		—		—		(3,988)		—		—		(3,988)
Change in accumulated other comprehensive income (loss)	—		—	—		—		—		—		36		34		70
Acquisitions	248,171		—	—		—		8,800		—		—		—		8,800
Other	—		—	—		—		—		1		—		—		1
Balances, September 30, 2020	18,372,134		2	1		—		485,664		28,368		476		(413,502)		101,008

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

RE/MAX HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Nine Months Ended

September 30,

2017

2016
Cash flows from operating activities:

Net income

$
33,245

$
38,829
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

15,678

11,482
Bad debt expense

836

1,177
Loss on sale or disposition of assets and sublease, net

3,859

85
Loss on early extinguishment of debt

—

136
Equity-based compensation expense

2,161

1,812
Deferred income tax expense

3,919

3,244
Fair value adjustments to contingent consideration

250

—
Payments pursuant to tax receivable agreements

(7,296)

(1,344)
Other

888

802
Changes in operating assets and liabilities

(100)

(7,183)
Net cash provided by operating activities

53,440

49,040
Cash flows from investing activities:

Purchases of property, equipment and software

(1,733)

(3,229)
Proceeds from sale of property and equipment

—

12
Capitalization of trademark costs

(48)

(35)
Acquisitions, net of cash acquired of $0 and $131, respectively

—

(17,869)
Other investing activity, net

—

54
Net cash used in investing activities

(1,781)

(21,067)
Cash flows from financing activities:

Payments on debt

(1,763)

(14,220)
Distributions paid to non-controlling unitholders

(14,213)

(14,094)
Dividends and dividend equivalents paid to Class A common stockholders

(9,607)

(7,932)
Payments on capital lease obligations

(9)

(72)
Proceeds from exercise of stock options

—

101
Payment of payroll taxes related to net settled restricted stock units

(816)

(360)
Net cash used in financing activities

(26,408)

(36,577)
Effect of exchange rate changes on cash

1,076

373
Net increase (decrease) in cash and cash equivalents

26,327

(8,231)
Cash and cash equivalents, beginning of year

57,609

110,212
Cash and cash equivalents, end of period

$
83,936

$
101,981
Supplemental disclosures of cash flow information:

Cash paid for interest

$
7,477

$
6,195
Net cash paid for income taxes

$
8,619

$
9,492
Schedule of non-cash investing and financing activities:

Note receivable received as consideration for sale of brokerage operations assets

$
—

$
150
Capital lease for property and equipment

$
—

$
33
Increase in accounts payable for capitalization of trademark costs and purchases of property, equipment and software

$
310

$
89
Contingent consideration issued in a business acquisition

$
—

$
6,300


	Nine Months Ended
	September 30,
	2021		2020
Cash flows from operating activities:
Net income (loss)	$	(30,240)	$	18,319
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		22,236		19,154
Impairment charge - leased assets		—		7,902
Impairment charge - goodwill		5,123		—
Bad debt expense		(208)		4,024
Loss on early extinguishment of debt		264		—
Equity-based compensation expense		27,315		8,347
Deferred income tax expense (benefit)		(1,869)		1,889
Fair value adjustments to contingent consideration		330		(105)
Non-cash lease expense (benefit)		(984)		—
Other, net		453		209
Changes in operating assets and liabilities		(5,776)		(16,268)
Net cash provided by operating activities		16,644		43,471
Cash flows from investing activities:
Purchases of property, equipment and capitalization of software		(12,069)		(4,575)
Acquisitions, net of cash, cash equivalents and restricted cash acquired of $14.1 million and $0.9 million, respectively		(180,402)		(10,627)
Net cash used in investing activities		(192,471)		(15,202)
Cash flows from financing activities:
Proceeds from the issuance of debt		458,850		—
Payments on debt		(226,240)		(1,986)
Capitalized debt amendment costs		(3,871)		—
Distributions paid to non-controlling unitholders		(10,780)		(10,566)
Dividends and dividend equivalents paid to Class A common stockholders		(13,488)		(12,250)
Payments related to tax withholding for share-based compensation		(5,329)		(2,268)
Net cash provided by (used in) financing activities		199,142		(27,070)
Effect of exchange rate changes on cash		54		(30)
Net increase in cash, cash equivalents and restricted cash		23,369		1,169
Cash, cash equivalents and restricted cash, beginning of period		121,227		103,601
Cash, cash equivalents and restricted cash, end of period	$	144,596	$	104,770
Supplemental disclosures of cash flow information:
Cash paid for interest	$	3,962	$	6,638
Net cash paid for income taxes	$	11,452	$	3,963
Schedule of non-cash investing activities:
Class A shares issued as consideration for acquisitions	$	—	$	8,800

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

~~RE/MAX HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(Unaudited)~~

1. Business and Organization

RE/MAX Holdings, Inc. (“~~RE/MAX~~ Holdings”) was formed as a Delaware corporation on June 25, 2013. On October 7, 2013, RE/MAX Holdings completed an initial public offering (the “IPO”) of its shares of Class A common stock. RE/MAX Holdings’ only business is to act as the sole manager of RMCO, LLC (“RMCO”). As of September 30, 2017, RE/MAX Holdings owns 58.49% of the common membership units in RMCO, while RIHI, Inc. (“RIHI”) owns the remaining 41.51% of common membership units in RMCO. RE/MAX Holdings and its consolidated subsidiaries, including RMCO, LLC (“RMCO”), are referred to hereinafter as the “Company.”

The Company is a franchisor in the real estate industry, franchising real estate brokerages globally under the RE/MAX brand (“RE/MAX”) and mortgage brokerages within the United States (“U.S.”) under the Motto Mortgage ~~brand.~~brand (“Motto”). RE/MAX, founded in 1973, has ~~over 115,000~~nearly 140,000 agents operating in over ~~7,000~~8,000 offices and a presence in more than ~~100~~110 countries and territories. Motto, ~~Mortgage (“Motto”),~~ founded in 2016, is the first nationally franchised mortgage brokerage in the U.S. ~~The Company sold certain operating assets and liabilities of its owned brokerage offices during 2015 and the first quarter of 2016 to existing RE/MAX franchisees (See Note 5,~~ ~~Acquisitions and Dispositions~~). Since then, the Company is 100% franchised, no longer operates any real estate brokerage offices and no longer recognizes brokerage revenue (which consisted of fees assessed by the Company’s owned brokerages for services provided to their affiliated real estate agents). While the Company operates through both RE/MAX and Motto ~~due to the immateriality of revenue earned by Motto,~~ are 100% franchised—the Company ~~discloses only one reportable segment.~~does not own any of the brokerages that operate under these brands. On July 21, 2021, the Company acquired the operating companies of the North America regions of RE/MAX INTEGRA (“INTEGRA NA” or “INTEGRA”) converting INTEGRA’s formerly Independent Regions into Company-Owned Regions.

~~The Company’s revenue is derived as follows:~~

Continuing franchise fees which consist of fixed contractual fees paid monthly by regional franchise owners and franchisees based on the number of RE/MAX agents in the respective franchised region or office and the number of Motto offices (no significant continuing franchise fees were generated by Motto during the periods presented);

~~Annual dues from RE/MAX agents;~~

~~Broker fees, which consist of fees paid by regional RE/MAX franchise owners and franchisees for real estate commissions paid by customers when an agent sells a home;~~

Franchise sales and other franchise revenue which consist of fees from initial sales and renewals of RE/MAX and Motto franchises, regional franchise fees, preferred marketing arrangements, approved supplier programs and event-based revenue from training and other programs; and

~~Brokerage revenue prior to the sale of the Company’s brokerage offices in January 2016.~~

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying ~~condensed consolidated balance sheet~~Condensed Consolidated Balance Sheet at December 31, ~~2016,~~2020, which was derived from the audited consolidated financial statements at that date, and the unaudited interim condensed consolidated financial statements and notes thereto have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) ~~and with Article 10 of Regulation S-X. In compliance with those instructions, certain~~. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The accompanying condensed consolidated financial statements are presented on a consolidated basis and include the accounts of ~~RE/MAX~~ Holdings and its consolidated subsidiaries. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal and recurring adjustments necessary to present fairly the Company’s financial position as of September 30, ~~2017~~2021 and ~~December 31, 2016,~~ the results of its operations and comprehensive income ~~for the three and~~

~~Table of Contents~~

~~RE/MAX HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

~~nine months ended September 30, 2017 and 2016,~~(loss), cash flows ~~for the nine months ended September 30, 2017 and 2016,~~ and changes in its stockholders’ equity for the three and nine months ended September 30, ~~2017.~~2021 and 2020. Interim results may not be indicative of ~~full year~~full-year performance.

These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements within the Company’s Amendment No. 1 to Annual Report on Form ~~10-K~~10-K/A for the year ended December 31, ~~2016.~~2020 (“2020 Amendment No. 1 to Annual Report on Form 10-K/A”), filed with the Securities and Exchange Commission (“SEC”) on December 21, 2021. Please refer to that document for a fuller discussion of all significant accounting policies.

During 2016, the Company completed the acquisitions of six independent regions. Their results of operations, cash flows and financial positions are included in the consolidated financial statements from their respective dates of acquisition. See Note 5, ~~Acquisitions and Dispositions~~ ~~for additional information.~~

~~Reclassifications~~

~~Certain~~ items in the accompanying condensed consolidated financial statements as of December 31, 2016 have been reclassified to conform to the current year’s presentation. These reclassifications did not affect the Company’s consolidated results of operations.

Use of Estimates

The preparation of the accompanying condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

~~Principles~~Segment Reporting

The Company operates under the following 4 operating segments: Real Estate, Mortgage, Marketing Funds and booj. Due to quantitative insignificance, the booj operating segment does not meet the criteria of ~~Consolidation~~a reportable segment and is included in “Other”.

Revenue Recognition

The Company generates most of its revenue from contracts with customers. The Company’s major streams of revenue are:

●

Continuing franchise fees, which are fixed contractual fees paid monthly by RE/MAX or Motto franchisees or Independent Region sub-franchisors based on the number of RE/MAX agents or Motto franchisees based on the number of offices.

●

Annual dues, which are fees charged directly to RE/MAX agents.

Table of Contents

●

Broker fees, which are fees on real estate commissions when a RE/MAX agent assists a consumer to buy or sell a home.

●

Marketing Funds fees, which are fixed contractual fees paid monthly by franchisees based on the number of RE/MAX agents or Motto franchisees based on the number of offices.

●

Franchise sales and other revenue, which consist of fees from initial sales of RE/MAX and Motto franchises, renewals of RE/MAX franchises and master franchise fees, as well as technology and data services subscription revenue, loan processing revenue, preferred marketing arrangements, approved supplier programs and event-based revenue from training and other programs.

Annual Dues

The activity in the Company’s deferred revenue for annual dues consists of the following (in thousands):


	Balance at beginning of period		New billings		Revenue recognized ^(a)		Balance at end of period
Nine Months Ended September 30, 2021	$	14,539	$	27,246	$	(26,508)	$	15,277

(a)	Revenue recognized related to the beginning balance was $12.9 million for the nine months ended September 30, 2021, respectively.

Franchise Sales

The activity in the Company’s franchise sales deferred revenue accounts consists of the following (in thousands):


	Balance at beginning of period		New billings		Revenue recognized ^(a)		Balance at end of period
Nine Months Ended September 30, 2021	$	25,069	$	6,933	$	(6,651)	$	25,351

(a)	Revenue recognized related to the beginning balance was $6.0 million for the nine months ended September 30, 2021, respectively.

Commissions Related to Franchise Sales

Commissions paid on franchise sales are recognized as an asset and amortized over the contract life of the franchise agreement. The activity in the Company’s capitalized contract costs for commissions (which are included in “other current assets” and “other assets, net of current portion” on the Condensed Consolidated Balance Sheets) consist of the following (in thousands):


	Balance at beginning of period		Expense recognized		Additions to contract cost for new activity		Balance at end of period
Nine Months Ended September 30, 2021	$	3,690	$	(1,013)	$	1,135	$	3,812

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Disaggregated Revenue

In the following table, segment revenue is disaggregated by Company-Owned or Independent Regions, where applicable, and by geographical area (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
U.S. Company-Owned Regions ^(a)	$	42,922	$	35,286	$	113,081	$	91,375
U.S. Independent Regions ^(a)		2,592		3,604		9,610		9,767
Canada Company-Owned Regions ^(a)		8,889		3,579		17,243		9,119
Canada Independent Regions ^(a)		1,258		2,090		5,827		6,162
Global		2,967		2,335		8,462		6,679
Fee revenue ^(b)		58,628		46,894		154,223		123,102
Franchise sales and other revenue ^(c)		5,995		4,058		17,845		16,126
Total Real Estate		64,623		50,952		172,068		139,228
U.S.		18,471		15,701		51,012		41,948
Canada		4,541		1,405		7,702		4,075
Global		257		184		742		554
Total Marketing Funds		23,269		17,290		59,456		46,577
Mortgage ^(d)		2,620		1,906		7,353		4,434
Other ^(d)		485		925		1,661		3,313
Total	$	90,997	$	71,073	$	240,538	$	193,552

(a)	On July 21, 2021, the Company acquired the operating companies of the North America regions of RE/MAX INTEGRA. Fee revenue from these regions were previously recognized in the U.S. and Canada Independent Regions. See Note 5, Acquisitions, for information related to this transaction.

(b)	Fee revenue includes Continuing franchise fees, Annual dues and Broker fees.

(c)	Franchise sales and other revenue is derived primarily within the U.S.

(d)	Revenue from Mortgage and Other are derived exclusively within the U.S.

Transaction Price Allocated to the Remaining Performance Obligations

The following table includes estimated revenue by year, excluding certain other immaterial items, expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period (in thousands):


	Remainder of 2021		2022		2023		2024		2025		2026		Thereafter		Total
Annual dues	$	7,146	$	8,131	$	—	$	—	$	—	$	—	$	—	$	15,277
Franchise sales		1,850		6,646		5,295		4,078		2,812		1,509		3,161		25,351
Total	$	8,996	$	14,777	$	5,295	$	4,078	$	2,812	$	1,509	$	3,161	$	40,628

Cash, Cash Equivalents and Restricted Cash

All cash held by the Marketing Funds is contractually restricted. The following table reconciles the amounts presented for cash, both unrestricted and restricted, in the Condensed Consolidated Balance Sheets to the amounts presented in the Condensed Consolidated Statements of Cash Flows (in thousands):


	September 30,		December 31,
	2021		2020
Cash and cash equivalents	$	119,446	$	101,355
Restricted cash		25,150		19,872
Total cash, cash equivalents and restricted cash	$	144,596	$	121,227

Table of Contents

Services Provided to the Marketing Funds by Real Estate

Real Estate charges the Marketing Funds for various services it performs. These services primarily comprise (a) building and maintaining agent marketing technology, including customer relationship management tools, the www.remax.com website, agent, office and team websites, and mobile apps, (b) dedicated employees focused on marketing campaigns, and (c) various administrative services including customer support of technology, accounting and legal. Because these costs are ultimately paid by the Marketing Funds, they do not impact the net income (loss) of Holdings as the Marketing Funds have no reported net income (loss).

Costs charged from Real Estate to the Marketing Funds are as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Technology - operating	$	3,213	$	2,721	$	10,046	$	9,414
Technology - capital		243		104		647		864
Marketing staff and administrative services		1,725		988		4,032		3,199
Total	$	5,181	$	3,813	$	14,725	$	13,477

Leases

The Company leases corporate offices, a distribution center, billboards and certain equipment. As all franchisees are independently owned and operated, there are 0 leases recognized for any offices used by the Company’s franchisees. All the Company’s material leases are classified as operating leases.

The Company acts as the lessor for sublease agreements on its corporate headquarters, consisting solely of operating leases.

The Company has made an accounting policy election not to recognize right-of-use assets and lease liabilities that arise from any of its short-term leases. All leases with a term of 12 months or less at commencement, for which the Company is not reasonably certain to exercise available renewal options that would extend the lease term past 12 months, are recognized on a straight-line basis over the lease term.

During the third quarter of 2020, the Company began executing on a plan to both refresh its corporate headquarters and sublease space made available through the refresh. As a result, the Company changed its asset grouping for its headquarters ROU asset to separate the portion that it intends to sublease from the portion it will continue to occupy and performed an impairment test on the portion it intends to sublease. Based on a comparison of undiscounted cash flows to the ROU asset, the Company determined that the asset was impaired, driven largely by the difference between the existing lease rate on the Company’s corporate headquarters and expected sublease rates available in the market. This resulted in an impairment charge of $7.9 million, which reflects the excess of the ROU asset over its fair value.

Foreign Currency Derivatives

The Company is exposed to foreign currency transaction gains and losses related to certain foreign currency denominated asset and liability positions, with the Canadian dollar representing the most significant exposure primarily from an intercompany Canadian loan between RMCO and the new Canadian entity for INTEGRA. The Company uses short duration foreign currency forward contracts, generally with maturities ranging from a few days to a few months, to minimize its exposures related to foreign currency exchange rate fluctuations. None of these contracts are designated as accounting hedges as the underlying currency positions are revalued through Foreign currency transaction gains (losses) along with the related derivative contracts.

As of September 30, ~~2017, RE/MAX Holdings owns 58.49%~~2021, the Company had an aggregate U.S. dollar equivalent of the common membership units in RMCO and, as its managing member, RE/MAX Holdings controls RMCO’s operations, management and activities. As a result, RE/MAX Holdings consolidates RMCO and records a non-controlling interest in the accompanying Condensed Consolidated Balance Sheets and records net income attributable$58.5 million notional amount of Canadian dollar forward contracts to ~~the non-controlling interest and comprehensive income attributable to the non-controlling interest in the accompanying Condensed Consolidated Statements~~hedge these exposures.

Table of ~~Income and Condensed Consolidated Statements of Comprehensive Income, respectively.~~Contents

Recently Adopted Accounting Pronouncements

None.

New Accounting Pronouncements Not Yet Adopted

In ~~February 2018,~~March 2020, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued ~~Accounting Standards Update (“ASU”) 2018-02,~~ ~~Income Statement – Reporting Comprehensive Income~~ASU 2020-04, Reference Rate Reform (Topic ~~220)~~848), which ~~adjusts~~contains temporary optional expedients and exceptions to the ~~classification of stranded tax effects resulting~~guidance in U.S. GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the ~~Tax Cuts and Jobs Act from accumulated other comprehensive income~~London Interbank Offered Rate (“LIBOR”) to ~~retained earnings. ASU 2018-02~~alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The new guidance is effective ~~for fiscal years,~~upon issuance and ~~interim periods within those years, beginning~~may be adopted on any date on or after ~~December 15, 2018.~~March 12, 2020. The ~~standard~~relief is ~~to be applied either in the period of adoption or retrospectively to each period effected by the Tax Cuts~~temporary and ~~Jobs Act. The Company plans to adopt this ASU on January 1, 2019. As of~~only available until December 31, ~~2017,~~2022, when the ~~Company completed the majority of its accounting for the tax effects of the Tax Cuts and Jobs Act.~~reference rate replacement activity is expected to have completed. The Company believes the amendments of ASU ~~2018-02~~2020-04 will not have a significant impact on the Company’s consolidated financial statements and related ~~disclosures.~~

~~In January 2017, the FASB issued ASU 2017-04,~~ ~~Intangibles – Goodwill and Other (Topic 350)~~, which simplifies the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. ASU 2017-04 is effective for annual and interim impairment tests beginning January 1, 2020 fordisclosures as the Company ~~and is required~~does not currently engage in interest rate hedging of its LIBOR based debt, nor does it believe it has any material contracts tied to ~~be adopted using a prospective approach. Early adoption is allowed for annual goodwill impairment tests performed on testing dates after January 1, 2017.~~LIBOR other than its Senior Secured Credit Facility, as discussed in Note 8, Debt. The Company does not expect ~~the adoption of this ASU to have a~~any material ~~impact on its consolidated financial statements and related disclosures.~~

~~Table of Contents~~

~~RE/MAX HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

~~Also in January 2017, the FASB issued ASU 2017-01,~~ ~~Business Combinations (Topic 805): Clarifying the Definition of a Business~~, which clarifies when transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for fiscal years, and interim reporting periods within those years, beginning January 1, 2018 for the Company and is required to be adopted using a prospective approach. Early adoption is permitted for transactions not previously reported in issued financial statements. The Company has not yet determined the effect of the standard on its consolidated financial statements and related disclosures.

~~In August 2016, the FASB issued ASU 2016-15,~~ ~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments~~, which clarifies classification for certain cash receipts and cash payments on the consolidated statement of cash flow. ASU 2016-15 is effective for fiscal years, and interim reporting periods within those years, beginning January 1, 2018 for the Company. The standard requires a retrospective transition method for each period presented. Under the new guidance, the contingent consideration payments related to the purchase of Full House Mortgage Connection, Inc. (“Full House”) will be classified as financing outflows up to the $6,300,000 acquisition date fair value and any cash payments paid in excess of the acquisition date fair value will be classified as operating outflows. (See Note 5, ~~Acquisitions and Dispositions). The Company expects no other material impact on its financial statements and related disclosures upon the adoption of this standard.~~

~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases (Topic 842)~~, which requires lessees to recognize the assets and liabilities that arise from all leases on the consolidated balance sheets. ASU 2016-02 is required to be adopted by the Company on January 1, 2019. Early adoption is permitted in any interim or annual reporting period. The standard requires a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. The Company has not yet determined the effect of the standard on its consolidated financial statements and related disclosures.

~~In May 2014, the FASB issued ASU 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~, with several subsequent amendments, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The Company adopted this standard on January 1, 2018. The Company will use the modified retrospective transition method, which will result in restating each prior reporting period presented, fiscal years 2016 and 2017, in the year of adoption. Additionally, a cumulative effect adjustment will be recorded to the opening balance sheet as of the first day of fiscal year 2016, the earliest period presented. The adoption of the new guidance will change the timing of recognition of franchise sales and franchise renewal revenue. Currently, the Company recognizes revenue upon completion of a sale or renewal. Under the new guidance, franchise sales and renewal revenue, which are included in “Franchise Sales and Other Franchise Revenue” in the Consolidated Statements of Income, will be recognized over the contractual term of the franchise agreement. The impact to both “Franchise Sales and Other Franchise Revenue” and “Operating Income” in the Consolidated Statements of Income for 2017adverse consequences from this change will be a decrease of less than $2,000,000. However, the Consolidated Balance Sheet as of December 31, 2017 will be adjusted in the first quarter of 2018 to reflect an increase in “Deferred revenue and deposits” of approximately $26,000,000. The commissions related to franchise sales will be recorded as a contract asset and be recognized over the contractual term of the franchise agreement. Currently, the Company expenses the commissions upon franchise sale completion. The impact from this change to “Selling, operating and administrative expenses” and “Operating Income” in the Consolidated Statements of Income for 2017 is immaterial and the Consolidated Balance Sheet as of December 31, 2017 will be adjusted in the first quarter of 2018 to reflect an increase in “Total assets” of approximately $4,000,000. The Company does not expect the adoption of the standard to have a material impact on other revenue streams. transition.

~~Table of Contents~~

~~RE/MAX HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

3. Non-controlling Interest

~~RE/MAX~~ 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:

September 30,

December 31,

2017

2016


Shares

Ownership %


Shares

Ownership %

Non-controlling unitholders ownership of common units in RMCO

12,559,600

41.51
%

12,559,600

41.57
%
RE/MAX Holdings, Inc. outstanding Class A common stock (equal to RE/MAX Holdings, Inc. common units in RMCO)

17,696,991

58.49
%

17,652,548

58.43
%
Total common units in RMCO

30,256,591

100.00
%

30,212,148

100.00
%


	September 30, 2021			December 31, 2020
	Shares	Ownership %		Shares	Ownership %
Non-controlling interest ownership of common units in RMCO	12,559,600	40.0	%	12,559,600	40.6	%
Holdings outstanding Class A common stock (equal to Holdings common units in RMCO)	18,806,194	60.0	%	18,390,691	59.4	%
Total common units in RMCO	31,365,794	100.0	%	30,950,291	100.0	%

The weighted average ownership percentages for the applicable reporting periods are used to calculate the ~~net~~“Net income (loss) attributable to RE/MAX ~~Holdings.~~Holdings, Inc.” A reconciliation of “Income (loss) before provision for income taxes” to “Net ~~Income~~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 ~~for~~ percentages):


	Three Months Ended September 30,
	2021									2020 ^(d)
	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	%		59.2	%		40.8	%		100.0
Income (loss) before provision for income taxes^(a)	$	(24,836)		$	(16,735)		$	(41,571)		$	5,212		$	3,683		$	8,895
(Provision) / benefit for income taxes^(b)(c)		(313)			(479)			(792)			(1,595)			(462)			(2,057)
Net income (loss)	$	(25,149)		$	(17,214)		$	(42,363)		$	3,617		$	3,221		$	6,838

	Nine Months Ended September 30,
	2021									2020 ^(d)
	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	%		59.0	%		41.0	%		100.0
Income (loss) before provision for income taxes^(a)	$	(17,208)		$	(11,578)		$	(28,786)		$	14,836		$	10,067		$	24,903
(Provision) / benefit for income taxes^(b)(c)		(1,517)			63			(1,454)			(4,953)			(1,631)			(6,584)
Net income (loss)	$	(18,725)		$	(11,515)		$	(30,240)		$	9,883		$	8,436		$	18,319

Three Months Ended September 30,

2017

2016

RE/MAX Holdings, Inc.

Non-controlling interest

Total

RE/MAX Holdings, Inc.

Non-controlling interest

Total

Weighted average ownership percentage of RMCO (a)

58.49
%

41.51
%

100.00
%

58.42
%

41.58
%

100.00
%
Income before provision for income taxes
$
6,180

$
4,448

$
10,628

$
11,025

$
7,913

$
18,938

Provision for income taxes (b)(c)

(2,345)

(746)

(3,091)

(4,239)

(393)

(4,632)

Net income
$
3,835

$
3,702

$
7,537

$
6,786

$
7,520

$
14,306

Nine Months Ended September 30,

2017

2016

RE/MAX Holdings, Inc.

Non-controlling interest

Total

RE/MAX Holdings, Inc.

Non-controlling interest

Total

Weighted average ownership percentage of RMCO (a)

58.47
%

41.53
%

100.00
%

58.39
%

41.61
%

100.00
%
Income before provision for income taxes
$
25,763

$
18,365

$
44,128

$
29,742

$
21,263

$
51,005

Provision for income taxes (b)(c)

(9,486)

(1,397)

(10,883)

(11,203)

(973)

(12,176)

Net income
$
16,277

$
16,968

$
33,245

$
18,539

$
20,290

$
38,829

(a)

~~(a)~~

The weighted average ownership percentage of RMCO differs ~~slightly~~ from the allocation of income (loss) before provision for income taxes between ~~RE/MAX~~ Holdings and the non-controlling interest ~~as there are~~due to certain relatively insignificant ~~expenses~~items recorded at ~~RE/MAX~~ Holdings.

(b)

~~(b)~~

The provision for income taxes attributable to ~~RE/MAX~~ Holdings is primarily comprised of U.S. federal and state income taxes on its proportionate share of the ~~pass-through~~flow-through income (loss) from RMCO. ~~However, it~~It also includes ~~its~~Holdings’ share of taxes ~~imposed~~ directly ~~on RE/MAX, LLC~~incurred by RMCO and its ~~consolidated~~ subsidiaries, ~~(“RE/MAX, LLC”), a wholly-owned subsidiary of RMCO, related primarily to tax liabilities~~including taxes in certain foreign jurisdictions.

Table of Contents

(c)

~~(c)~~

The provision for income taxes attributable to the non-controlling interest represents its share of taxes ~~imposed~~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 ~~RE/MAX, LLC related primarily~~the non-controlling interest. Amounts shown for the nine months ended September 30, 2021 include a reversal of an uncertain tax position, the majority of which was allocated to ~~tax liabilities in~~the non-controlling interest (see Note 10, Income Taxes for additional information).

(d)	Prior year amounts have been adjusted to reflect the immaterial correction of amortization for certain ~~foreign jurisdictions.~~ acquired Independent Regions. See Note 13, Immaterial Corrections to Prior Period Financial Statements for additional information.

~~Table of Contents~~

~~RE/MAX HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

Distributions and Other Payments to Non-controlling Unitholders

Under the terms of RMCO’s ~~fourth amended and restated~~ limited liability company operating agreement, ~~(the “New RMCO, LLC Agreement”),~~ RMCO makes cash distributions to non-controlling ~~unitholders.~~unitholders on a pro-rata basis. The distributions paid or payable to ~~or on behalf of~~ non-controlling unitholders are summarized as follows (in thousands):


	Nine Months Ended
	September 30,
	2017		2016

					Nine Months Ended
					September 30,
					2021		2020
Tax and other distributions	$	7,430	$	8,442	$	2,113	$	2,277
Dividend distributions		6,783		5,652		8,667		8,289
Total distributions to non-controlling unitholders	$	14,213	$	14,094	$	10,780	$	10,566

On November 1, 2017, the Company declared a distribution to non-controlling unitholders of $2,261,000, which was paid on November 29, 2017. On February 21, 2018, the Company declared a distribution to non-controlling unitholders of $2,512,000, which is payable on March 21, 2018.

~~Payments Pursuant to the Tax Receivable Agreements~~

As of September 30, 2017, the Company reflected a total liability of $91,985,000 representing the payments due to RIHI and Oberndorf Investments LLC (“Oberndorf”) under the terms of the tax receivable agreements (the “TRAs”) (see current and non-current portion of “Payable pursuant to tax receivable agreements” in the accompanying Condensed Consolidated Balance Sheets).

As of September 30, 2017, the Company estimates that amounts payable pursuant to the TRAs within the next 12-month period will be approximately $6,135,000, which is related to RE/MAX Holdings’ 2016 federal and state tax returns. To determine the current amount of the payments due to RIHI and Oberndorf, the Company estimated the amount of taxable income that RE/MAX Holdings generated as well as the amount of the specified deductions subject to the TRAs which were realized by RE/MAX Holdings in its federal and state tax returns. This amount was then used as a basis for determining the Company’s increase in estimated tax cash savings as a result of such deductions on which 85% is owed as a current TRA obligation (i.e. payable within 12 months of the Company’s year-end). These calculations are performed pursuant to the terms of the TRAs. The Company paid $7,296,000 and $1,344,000 pursuant to the terms of the TRAs during the nine months ended September 30, 2017 and 2016, respectively.

On December 22, 2017, the Tax Cuts and Jobs Act was signed into law. Given this date of enactment, the financial statements for the period ended September 30, 2017 do not reflect the impact of this legislation. The law includes significant changes to the U.S. corporate tax system, including a federal corporate rate reduction from 35% to 21%. During the fourth quarter of 2017, the period in which the Tax Cuts and Jobs Act was enacted, the deferred tax asset was reduced for the impact of the lower rate, resulting in a charge to “Provision for income taxes” of $40,900,000. Correspondingly, the TRA liability was also reduced for the rate change, resulting in a benefit to operating income of $32,700,000. The net effect on net income was $8,200,000, with the entirety of this impact allocated to RE/MAX Holdings as U.S. federal and most state income taxes do not apply to the non-controlling interest.

~~Table of Contents~~

~~RE/MAX HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

4. Earnings (Loss) Per Share and Dividends

Earnings (Loss) Per Share

Basic earnings per share (“EPS”) measures the performance of an entity over the reporting period. Diluted EPS measures the performance of an entity over the reporting period while giving effect to all potentially dilutive common shares that were outstanding during the period. The treasury stock method is used to determine the dilutive potential of stock options and restricted stock units.

The following is a reconciliation of the numerator and denominator used in the basic and diluted EPS calculations (in thousands, except ~~share~~shares and per share information):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020 ^(b)		2021		2020 ^(b)
Numerator
Net income (loss) attributable to RE/MAX Holdings, Inc.	$	(25,149)	$	3,617	$	(18,725)	$	9,883
Denominator for basic net income (loss) per share of Class A common stock
Weighted average shares of Class A common stock outstanding		18,739,564		18,196,454		18,651,858		18,098,227
Denominator for diluted net income (loss) per share of Class A common stock
Weighted average shares of Class A common stock outstanding		18,739,564		18,196,454		18,651,858		18,098,227
Add dilutive effect of the following:
Restricted stock ^(a)		—		171,597		—		84,629
Weighted average shares of Class A common stock outstanding, diluted		18,739,564		18,368,051		18,651,858		18,182,856
Earnings per share of Class A common stock
Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock, basic	$	(1.34)	$	0.20	$	(1.00)	$	0.55
Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock, diluted	$	(1.34)	$	0.20	$	(1.00)	$	0.54

Three Months Ended

Nine Months Ended

September 30,

September 30,


2017

2016

2017

2016
Numerator

Net income attributable to RE/MAX Holdings, Inc.

$
3,835

$
6,786

$
16,277

$
18,539
Denominator for basic net income per share of Class A common stock

Weighted average shares of Class A common stock outstanding

17,696,991

17,645,696

17,685,683

17,622,298
Denominator for diluted net income per share of Class A common stock

Weighted average shares of Class A common stock outstanding

17,696,991

17,645,696

17,685,683

17,622,298
Add dilutive effect of the following:

Stock options

—

—

—

6,714
Restricted stock units

40,795

45,945

40,764

37,728
Weighted average shares of Class A common stock outstanding, diluted

17,737,786

17,691,641

17,726,447

17,666,740
Earnings per share of Class A common stock

Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock, basic

$
0.22

$
0.38

$
0.92

$
1.05
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock, diluted

$
0.22

$
0.38

$
0.92

$
1.05

(a)	As the Company had a net loss for the three and nine months ended September 30, 2021, these shares would have been considered anti-dilutive and therefore there is no effect on the weighted average shares of Class A common stock outstanding EPS calculation.

(b)	Prior year amounts and per share amounts have been adjusted to reflect the immaterial correction of amortization for certain acquired Independent Regions. See Note 13, Immaterial Corrections to Prior Period Financial Statements for additional information.

~~There were no anti-dilutive shares for the three and nine months ended September 30, 2017 and 2016. The one share of~~Outstanding Class B common stock ~~outstanding~~ does not share in the earnings of ~~RE/MAX~~ Holdings and is therefore not a participating security. Accordingly, basic and diluted net income (loss) per share of Class B common stock has not been presented.

1314

Table of Contents

~~RE/MAX HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

Dividends

Dividends declared and paid ~~quarterly~~during each quarter ended per share on all outstanding shares of Class A common stock were as follows (in thousands, except ~~share and~~ per share information):

Nine Months Ended September 30,

2017

2016

Date paid

Per share

Amount paid to Class A stockholders

Amount paid to non-controlling unitholders

Date paid

Per share

Amount paid to Class A stockholders

Amount paid to non-controlling unitholders
Dividend declared during quarter ended:

March 31

March 22, 2017

$
0.18

$
3,184

$
2,261

March 23, 2016

$
0.15

$
2,638

$
1,884
June 30

May 31, 2017

0.18

3,185

2,261

June 2, 2016

0.15

2,647

1,884
September 30

August 30, 2017

0.18

3,185

2,261

August 31, 2016

0.15

2,647

1,884

$
0.54

$
9,554

$
6,783

$
0.45

$
7,932

$
5,652


	Nine Months Ended September 30,
	2021							2020
Quarter end declared	Date paid	Per share		Amount paid to Class A stockholders		Amount paid to Non-controlling unitholders		Date paid	Per share		Amount paid to Class A stockholders		Amount paid to Non-controlling unitholders
March 31	March 17, 2021	$	0.23	$	4,326	$	2,889	March 18, 2020	$	0.22	$	3,986	$	2,763
June 30	June 2, 2021		0.23		4,345		2,889	June 2, 2020		0.22		3,987		2,763
September 30	August 31, 2021		0.23		4,345		2,889	September 2, 2020		0.22		3,988		2,763
		$	0.69	$	13,016	$	8,667		$	0.66	$	11,961	$	8,289

On November ~~1, 2017,~~3, 2021, the Company’s Board of Directors declared a quarterly dividend of $0.18 per share on all outstanding shares of Class A common stock, which was paid on November 29, 2017 to shareholders of record at the close of business on November 15, 2017. On February 21, 2018, the Company’s Board of Directors declared a quarterly dividend of $0.20$0.23 per share on all outstanding shares of Class A common stock, which is payable on ~~March 21, 2018~~December 1, 2021 to stockholders of record at the close of business on ~~March 7, 2018.~~November 17, 2021.

5. Acquisitions ~~and Dispositions~~

~~Acquisitions~~

RE/MAX ~~of Georgia, Inc., RE/MAX of Kentucky/Tennessee, Inc. and RE/MAX of Southern Ohio, Inc.~~INTEGRA North America Regions Acquisition

On December 15, 2016, RE/MAX, LLC acquired certain assets of RE/MAX of Georgia, Inc. (“RE/MAX of Georgia”), RE/MAX of Kentucky/Tennessee, Inc. (“RE/MAX of Kentucky/Tennessee”), and RE/MAX of Southern Ohio, Inc. (“RE/MAX of Southern Ohio”), collectively (“RE/MAX Regional Services”) including the franchise agreements issued byJuly 21, 2021, the Company ~~permitting~~acquired the ~~sale~~operating companies of ~~RE/MAX franchises in~~ the North America regions of INTEGRA whose territories cover 5 Canadian provinces (New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, and Prince Edward Island) and 9 U.S. states ~~of Georgia, Kentucky~~(Connecticut, Indiana, Maine, Massachusetts, Minnesota, New Hampshire, Rhode Island, Vermont and ~~Tennessee and in Southern Ohio~~Wisconsin) for cash consideration of ~~$50,400,000. RE/MAX, LLC~~approximately $235.0 million. The Company acquired these ~~assets~~companies in order to ~~expand~~convert these formerly Independent Regions into Company-Owned Regions, advance its ~~owned~~ability to scale, deliver value to its affiliates and ~~operated regional franchising operations.~~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 ~~then outstanding credit facility~~Senior Secured Credit Facility (See Note 8, Debt) and using cash from operations.

~~RE/MAX of New Jersey, Inc.~~

On December 1, 2016, RE/MAX, LLC acquired certain assets and assumed certain liabilities of RE/MAX of New Jersey, Inc. (“RE/MAX of New Jersey”), including the franchise agreements issued by the Company permitting the sale of RE/MAX franchises in the state of New Jersey for cash consideration of $45,000,000. RE/MAX, LLC acquired these assets and liabilities in order to expand its owned and operated regional franchising operations. The Company used cash generated from operations to fund the acquisition.

The Company ~~finalized its accounting for~~allocated $40.5 million of the ~~acquisitions~~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 ~~RE/MAX Regional Services~~the difference between the historical contractual royalty rates paid by INTEGRA and ~~RE/MAX~~the current market rate. The loss is recorded in “Settlement and impairment charges” in the accompanying Condensed Consolidated Statements of ~~New Jersey during~~Income (Loss).

For the three and nine months ended September 30, 2017. Adjustments recorded during the measurement-period are calculated as if they were known at the acquisition date, but are recognized in the reporting period in which they are determined. The Company does not revise or adjust any prior period information. In finalizing the accounting for these acquisitions, adjustments were made during the three months ended September 30, 2017 to the condensed consolidated balance sheet2021, INTEGRA contributed incremental revenues of $11.5 million.

1415

Table of Contents

~~RE/MAX HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

to decrease “Goodwill” by $4,200,000 with a corresponding increase to “Franchise agreements, net” of $4,200,000. The Company recognized a reduction in depreciation and amortization expense of $765,000 during the three months ended September 30, 2017 in connection with these measurement adjustments.

~~Full House Mortgage Connection, Inc.~~

Motto Franchising, LLC (“Motto Franchising”), a wholly-owned subsidiary of RE/MAX, LLC, was formed and developed to franchise mortgage brokerages. On September 12, 2016, Motto Franchising acquired certain assets of Full House, a franchisor of mortgage brokerages that created concepts used to develop Motto, for initial cash consideration of $8,000,000. Motto Franchising, as a franchisor, grants each franchisee a license to use the Motto Mortgage brand, trademark, promotional and operating materials and concepts. The Company used cash generated from operations to initially fund the acquisition. Additional cash consideration may be required based on future revenues generated. The contingent purchase consideration and its subsequent valuation is more fully described in Note 9, ~~Fair Value Measurements~~.

The following table summarizes the ~~consideration at acquisition (in thousands):~~

Cash consideration
$
8,000
Contingent purchase consideration (See note 9)

6,300
Total purchase price
$
14,300

~~RE/MAX of Alaska, Inc.~~

On April 1, 2016, RE/MAX, LLC acquired certain assets of RE/MAX of Alaska, Inc. (“RE/MAX of Alaska”), including the franchise agreements issued by the Company permitting the sale of RE/MAX franchises in the state of Alaska for cash consideration of $1,500,000. RE/MAX, LLC acquired these assets in order to expand its owned and operated regional franchising operations. The Company used cash generated from operations to fund the acquisition.

~~RE/MAX of New York, Inc.~~

On February 22, 2016, RE/MAX, LLC acquired certain assets of RE/MAX of New York, Inc. (“RE/MAX of New York”), including the franchise agreements issued by the Company permitting the sale of RE/MAX franchises in the state of New York for cash consideration of $8,500,000. RE/MAX, LLC acquired these assets in order to expand its owned and operated regional franchising operations. The Company used cash generated from operations to fund the acquisition.

~~Table of Contents~~

~~RE/MAX HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

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


Cash and cash equivalents and restricted cash	$	14,098
Accounts and notes receivable, net		6,610
Income taxes receivable		494
Other current assets		683
Property and equipment, net of accumulated depreciation		63
Franchise agreements ^(a)		96,550
Other intangible assets, net ^(a)		9,000
Other assets, net of current portion		1,930
Goodwill ^(c)		108,269
Accounts payable		(3,409)
Accrued liabilities		(14,012)
Income taxes payable		(2,900)
Deferred revenue		(824)
Deferred tax liabilities, net		(20,152)
Other liabilities, net of current portion		(1,900)
Total purchase price allocated to assets and liabilities		194,500
Loss on contract settlement		40,500
Total consideration	$	235,000

RE/MAX Regional Services

RE/MAX of New Jersey

Full House

RE/MAX of Alaska

RE/MAX of New York

Total
Cash and cash equivalents

$
-

$
335

$
-

$
-

$
131

$
466
Franchise agreements

30,700

29,700

-

529

5,000

65,929
Non-compete agreement

-

-

2,500

-

-

2,500
Other assets

-

-

-

-

340

340
Goodwill

19,700

15,300

11,800

971

3,029

50,800
Other liabilities

-

(335)

-

-

-

(335)
Total purchase price

$
50,400

$
45,000

$
14,300

$
1,500

$
8,500

$
119,700

(a)	The Company expects to amortize the acquired Franchise agreements over a weighted average useful life of approximately 12 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 NaN in the U.S. to be deductible for tax purposes.

The amounts above are preliminary as the Company has not yet finalized its valuation of the loss on contract settlement, intangible assets and goodwill with its third-party valuation firm. Evaluation of all tax matters remains preliminary as well, including deferred taxes and uncertain tax positions.

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 ~~RE/MAX Regional Services, RE/MAX of New Jersey, Full House, RE/MAX of Alaska and RE/MAX of New York~~INTEGRA had occurred on January 1, ~~2016.~~2020. The historical financial information has been adjusted to give effect to events that are (1) directly attributed to the acquisitions, (2) factually supportable and (3) expected to have a continuing impact on the combined results, including additional amortization expense associated with the valuation of the acquired franchise agreements. This unaudited 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, except per share information)~~thousands).

Three Months Ended

Nine Months Ended

September 30, 2016

September 30, 2016
Total revenue
$
48,781

$
141,073
Net income attributable to RE/MAX Holdings, Inc. (a)
$
7,090

$
18,165
Basic earnings per common share
$
0.40

$
1.03
Diluted earnings per common share
$
0.40

$
1.03


	Three Months Ended				Nine Months Ended
	September 30				September 30
	2021		2020		2021		2020
Total revenue	$	93,809	$	81,943	$	267,326	$	226,161
Net income (loss) attributable to RE/MAX Holdings, Inc.	$	(25,059)	$	2,202	$	(19,325)	$	6,280

~~(a)~~

~~Nine months ended September 30, 2016 includes the net impact of $1,000,000~~ ~~in professional fees and debt extinguishment costs incurred related to the amendment of the Company’s credit facility. See Note 8,~~ ~~Debt~~ ~~for a discussion of the credit facility.~~

~~Dispositions~~Table of Contents

~~STC Northwest, LLC d/b/a RE/MAX Northwest Realtors~~Gadberry & wemlo

On ~~January 20, 2016,~~September 10, 2020, the Company ~~sold certain operating assets~~acquired The Gadberry Group, LLC (“Gadberry”) for $4.6 million in cash, net of cash acquired, and ~~liabilities related~~$5.5 million in Class A common stock, plus approximately $9.9 million of equity-based compensation, which is accounted for as compensation expense over the service period of two to three ~~owned brokerage offices located~~years (see Note 11, Equity-Based Compensation for additional information). In addition, the Company recorded a contingent consideration liability in connection with the purchase of Gadberry, which had an acquisition date fair value of $0.9 million, measured at the present value of the probability weighted consideration expected to be transferred. Gadberry is a location intelligence data company whose products have been instrumental in the ~~U.S., of STC Northwest, LLC d/b/a RE/MAX Northwest Realtors, a wholly owned subsidiary~~success of the ~~Company. The~~Company’s consumer website, www.remax.com. Founded in 2000, Gadberry specializes in building products that help clients solve geospatial challenges through location data. Gadberry plans to expand its non-RE/MAX clients while maintaining and enhancing its contributions to the RE/MAX technology offering.

On August 25, 2020, the Company ~~recognized a loss on~~acquired Wemlo, Inc. (“wemlo”) for $6.1 million in cash, net of cash acquired, and $3.3 million in Class A common stock, plus approximately $6.7 million of equity-based compensation, the ~~sale~~vast majority of ~~the assets and the liabilities transferred of approximately $90,000 during~~which was expensed in the first quarter of ~~2016, which~~2021 related to 2 employees who departed (see Note 11, Equity-Based Compensation for additional information). Wemlo is ~~reflected in “Loss (gain) on sale or disposition of assets, net” in the accompanying Condensed Consolidated Statements of Income. In connection~~a fintech company that has developed its cloud service for mortgage brokers, combining third-party loan processing services with ~~this sale, the Company transferred separate office franchise agreements~~an all-in-one digital platform.

The total purchase price for both aforementioned acquisitions was allocated to the ~~purchaser, under which the Company will receive ongoing monthly continuing franchise fees and broker fees.~~

~~Table of Contents~~

~~RE/MAX HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

~~Sacagawea, LLC d/b/a RE/MAX Equity Group~~

~~On December 31, 2015, the Company sold certain operating~~ assets and liabilities ~~related to 12 owned brokerage offices located~~acquired based on their preliminary estimated fair values. The Company recorded $14.4 million in ~~the U.S.,~~goodwill, virtually all of Sacagawea, LLC d/b/a/ RE/MAX Equity Group (“RE/MAX Equity Group”), a wholly owned subsidiary of the Company. During the third quarter of 2017 the Company recognized a loss of approximately $463,000which is deductible for tax purposes, and $6.3 million in other intangibles as a ~~revised estimate~~result of the final settlement on certain provisions of the asset sale agreement which is reflected in the “Loss (gain) on sale or disposition of assets, net” in the accompanying Condensed Consolidated Statements of Income.these acquisitions.

6. Intangible Assets and Goodwill

The following table provides the components of the Company’s intangible assets ~~other than goodwill~~ (in thousands, except weighted average amortization period in years):

Weighted












Average

As of September 30, 2017

As of December 31, 2016

Amortization

Initial

Accumulated

Net

Initial

Accumulated

Net

Period

Cost

Amortization

Balance

Cost

Amortization

Balance
Franchise agreements

12.1

$
197,977

$
(98,343)

$
99,634

$
224,167

$
(115,027)

$
109,140
Other intangible assets:

Software (a)

4.5

$
13,902

$
(8,177)

$
5,725

$
13,207

$
(7,154)

$
6,053
Trademarks

14.1

3,153

(1,921)

1,232

3,102

(1,782)

1,320
Non-compete

10.0

2,500

(250)

2,250

2,500

(62)

2,438
Total other intangible assets

7.6

$
19,555

$
(10,348)

$
9,207

$
18,809

$
(8,998)

$
9,811


	Weighted
	Average	As of September 30, 2021						As of December 31, 2020
	Amortization	Initial		Accumulated		Net		Initial		Accumulated		Net
	Period	Cost		Amortization		Balance		Cost		Amortization		Balance
Franchise agreements	12.6	$	272,028	$	(118,362)	$	153,666	$	176,354	$	(106,552)	$	69,802
Other intangible assets:
Software^(a)	4.4	$	49,119	$	(27,012)	$	22,107	$	44,389	$	(18,926)	$	25,463
Trademarks	8.3		2,352		(1,471)		881		2,325		(1,274)		1,051
Non-compete agreements	5.0		12,897		(3,868)		9,029		3,920		(2,814)		1,106
Training materials	5.0		2,400		(1,480)		920		2,400		(1,120)		1,280
Other	5.3		1,670		(888)		782		1,670		(601)		1,069
Total other intangible assets	4.7	$	68,438	$	(34,719)	$	33,719	$	54,704	$	(24,735)	$	29,969

(a)

~~(a)~~

As of September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, capitalized software development costs of ~~$782,000~~$3.5 million and $~~356,000~~,$1.4 million, respectively, were ~~information~~related to technology ~~infrastructure~~ projects not yet complete and ready for their intended use and thus were not subject to amortization.

Amortization expense was $7.9 million and $6.3 million for the three months ended September 30, ~~2017~~2021 and ~~2016 was $4,066,000 and $3,666,000,~~2020, respectively. Amortization expense was $20.6 million and $17.8 million for the nine months ended September 30, ~~2017~~2021 and ~~2016 was $15,055,000 and $10,836,000, respectively. Amounts~~2020. The prior year amounts have been adjusted to reflect the immaterial correction of amortization for ~~the three and nine months ended September 30, 2017 include the measurement period adjustment of $765,000. Refer~~certain acquired Independent Regions. See Note 13, Immaterial Corrections to ~~Note 5,~~ ~~Acquisitions and Dispositions~~ Prior Period Financial Statementsfor additional information.

As17

Table of ~~September 30, 2017, the~~Contents

The estimated future amortization expense ~~for the next five years~~ related to intangible assets ~~is as follows~~includes the estimated amortization expense associated with the Company’s intangible assets assumed with the Company’s acquisitions (in thousands):

As of September 30, 2017:

Remainder of 2017

$
4,031
2018

15,685
2019

15,522
2020

15,293
2021

14,786

$
65,317


As of September 30, 2021
Remainder of 2021	$	8,749
2022		32,598
2023		28,011
2024		24,569
2025		20,163
Thereafter		73,295
	$	187,385

~~Table of Contents~~

~~RE/MAX HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

The following table presents changes to goodwill ~~for the period from January 1, 2017 to September 30, 2017~~by reportable segment (in thousands):

Balance, January 1, 2017

$
126,633
Change in purchase price allocations for 2016 acquisitions

(3,865)
Effect of changes in foreign currency exchange rates

245
Balance, September 30, 2017

$
123,013


	Real Estate		Mortgage		Total
Balance, January 1, 2021	$	146,725	$	18,633	$	165,358
Purchase price adjustments		133		—		133
Goodwill recognized from acquisitions		108,269		—		108,269
Impairment charge		(5,123)		—		(5,123)
Effect of changes in foreign currency exchange rates		(247)		—		(247)
Balance, September 30, 2021	$	249,757	$	18,633	$	268,390

Impairment charge - goodwill

We assess goodwill for impairment at least annually or whenever an event occurs, or circumstances change that would indicate impairment may have occurred at the reporting unit level. Reporting units are driven by the level at which segment management reviews operating results.

During the third quarter of 2021, the Company identified impairment indicators associated with its First Leads, Inc. (“First”) reporting unit in the Real Estate segment, primarily lower than expected adoption rates of the technology in the third quarter and lower expected adoption rates estimated for the fourth quarter. This also resulted in a downward revision to the long-term adoption rate, which is a significant input in calculating the fair value of the reporting unit. Because of this, the Company performed an interim impairment test on the goodwill at its First reporting unit, as of August 31, 2021, using a discounted cash flow method. As a result of this impairment test, the Company recorded a non-cash impairment charge of $5.1 million, recorded in “Settlement and impairment charges” in the accompanying Condensed Consolidated Statements of Income (Loss).

7. Accrued Liabilities

Accrued liabilities consist of the following (in thousands):


	September 30,		December 31,
	2017		2016

					September 30, 2021		December 31, 2020
Marketing Funds ^(a)					$	58,481	$	48,452
Accrued payroll and related employee costs	$	5,205	$	7,035		18,370		10,692
Accrued taxes		1,219		1,554		1,712		2,491
Accrued professional fees		1,894		1,382		4,232		1,806
Other~~(a)~~		6,984		3,297		8,398		5,130
	$	15,302	$	13,268
					$	91,193	$	68,571

(a)

~~(a)~~

~~Other accrued~~Consists primarily of liabilities ~~include a $4,500,000 payable~~recognized to reflect the contractual restriction that all funds collected in ~~connection with~~ the ~~February 13, 2018 settlement resulting from the litigation matter concerning the Company’s 2013 acquisition~~Marketing Funds must be spent for designated purposes. See Note 2, Summary of ~~the net assets of Tails, Inc. (“Tails”), as discussed in Note 13,~~ ~~Commitments and Contingencies.~~

Significant Accounting Policies for additional information.

Table of Contents

8. Debt

Debt, net of current portion, consists of the following (in thousands):


	September 30,		December 31,
	2017		2016
2016 Senior Secured Credit Facility	$	232,650	$	234,412

					September 30, 2021		December 31, 2020
Senior Secured Credit Facility					$	458,850	$	225,013
Other long-term financing						—		78
Less unamortized debt issuance costs		(1,854)		(2,076)		(4,329)		(882)
Less unamortized debt discount costs		(1,352)		(1,516)		(1,531)		(644)
Less current portion		(2,350)		(2,350)		(4,600)		(2,428)
	$	227,094	$	228,470
					$	448,390	$	221,137

Maturities of debt are as follows (in thousands):

As of September 30, 2017:

Remainder of 2017
$
588
2018

2,350
2019

2,350
2020

2,350
2021

2,350
Thereafter

222,662

$
232,650


As of September 30, 2021
Remainder of 2021	$	1,150
2022		4,600
2023		4,600
2024		4,600
2025		4,600
Thereafter		439,300
	$	458,850

Senior Secured Credit Facility

~~Table of Contents~~

~~RE/MAX HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

On December 15, 2016, RE/MAX, LLC, entered into a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and various lenders party thereto (the “2016 Senior Secured Credit Facility”), whichJuly 21, 2021, the Company amended and restated ~~a prior credit agreement (the “2013 Senior Secured Credit Facility”). The 2016~~its Senior Secured Credit Facility ~~consists~~to fund the acquisition of INTEGRA and refinance its existing facility. The revised facility provides for a ~~$235,000,000~~seven-year $460.0 million term loan facility which matures on ~~December 15, 2023~~July 21, 2028, and a ~~$10,000,000~~$50.0 million revolving loan facility which ~~if drawn,~~ must be repaid on ~~December 15, 2021.~~ July 21, 2026. The Senior Secured Credit Facility requires RE/MAX, LLC to repay term loans at $1.2 million per quarter.

Borrowings under the term loans and revolving loans ~~if any outstanding,~~ accrue interest, at the Company’s option on (a) LIBOR, ~~(as long as~~provided LIBOR ~~is not~~shall be no less than ~~the floor of 0.75%)~~0.50% plus ~~a maximum~~an applicable margin of ~~2.75%~~2.50% and, provided further that such rate shall be adjusted for reserve requirements for eurocurrency liabilities, if any (the “LIBOR Rate”) or (b) the greatest of (i) the prime rate as quoted by the Wall Street Journal, (ii) the NYFRB Rate (as defined in the Senior Secured Credit Facility) plus 0.50% and (iii) the one-month Eurodollar Rate plus 1.00%, (such greatest rate, the “ABR”) plus, in each case, an applicable margin of 1.50%. As of September 30, ~~2017,~~2021, the interest rate ~~was 4.08%.~~

~~Mandatory principal payments of approximately $588,000 are due quarterly until the facility matures on December 15, 2023. RE/MAX, LLC may make optional prepayments~~ on the term loan facility ~~at any time without penalty; however, no such optional prepayments were made during the nine months ended September 30, 2017.~~was 3.0%.

Under the 2013 Senior Secured Credit Facility, RE/MAX, LLC was required to make additional principal payments out of excess cash flow. RE/MAX, LLC made an excess cash flow prepayment of $12,727,000 on March 31, 2016. RE/MAX, LLC accounted for the mandatory principal excess cash flow prepayment as an early extinguishment of debt and recorded a loss during the nine months ended September 30, 2016 of $136,000 related to unamortized debt discount and issuance costs.

Under the 2016 Senior Secured Credit Facility no additional mandatory prepayment and commitment reduction is required if the total leverage ratio as defined by the 2016 Senior Secured Credit Facility as of the last day of such fiscal year is less than 2.75 to 1.0. RE/MAX, LLC’s total leverage ratio was less than 2.75 to 1.0 as of September 30, 2017, and RE/MAX, LLC does not expect to make an excess cash flow principal prepayment within the next 12-month period.

As of September 30, 2017, RE/MAX, LLC had no revolving loans outstanding under our 2016 Senior Secured Credit Facility. Whenever amounts are drawn under the revolving line of credit, the 2016 Senior Secured Credit Facility requires compliance with a leverage ratio and an interest coverage ratio. A commitment fee of 0.5% per annum (subject to reductions) accrues on the amount of unutilized revolving line of credit. As of the date of this report, 0 amounts were drawn on the revolving line of credit.

9. Fair Value Measurements

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that ~~should be~~is determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering assumptions, the Company follows a three-tier fair value hierarchy, which is described in detail in the ~~Company’s~~2020 Amendment No. 1 to Annual Report on Form ~~10-K for the year-ended December 31, 2016.~~ 10-K/A.

Table of Contents

A summary of the Company’s liabilities measured at fair value on a recurring basis ~~as of September 30, 2017 and December 31, 2016~~ is as follows (in thousands):


	As of September 30, 2021								As of December 31, 2020
	Fair Value		Level 1		Level 2		Level 3		Fair Value		Level 1		Level 2		Level 3
Liabilities
Motto contingent consideration ^(a)	$	5,200	$	—	$	—	$	5,200	$	4,750	$	—	$	—	$	4,750
Gadberry contingent consideration ^(a)		1,470		—		—		1,470		1,590		—		—		1,590
Contingent consideration ^(a)	$	6,670	$	—	$	—	$	6,670	$	6,340	$	—	$	—	$	6,340

As of September 30, 2017

As of December 31, 2016

Fair Value

Level 1

Level 2

Level 3

Fair Value

Level 1

Level 2

Level 3
Liabilities

Contingent consideration

$
6,650

$
-

$
-

$
6,650

$
6,400

$
-

$
-

$
6,400

(a)	Recorded as a component of “Accrued liabilities” and “Other liabilities, net of current portion” in the accompanying Condensed Consolidated Balance Sheets.

The Company is required to pay additional purchase consideration totaling ~~eight percent~~8% of gross ~~revenues generated~~receipts collected by Motto each year ~~for the ten years following the acquisition date~~(the “Revenue Share Year”) through September 30, 2026, with no limitation as to the maximum payout. The ~~consideration~~annual payment is ~~payable following~~required to be made within 120 days of the end of each ~~anniversary, beginning October 1, 2017 and ending September 30, 2026.~~Revenue Share Year. The ~~acquisition date~~ fair value of the contingent purchase consideration represents the forecasted discounted cash payments that the Company expects to pay Full House with respect to the acquired business. The Company measures this liability each reporting period and recognizes changes in fair value, if any, in earnings of the Company. Any changes are included

~~Table of Contents~~

~~RE/MAX HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

~~in “Selling, operating and administrative expenses” in the accompanying Condensed Consolidated Statements of Income.~~pay. Increases or decreases in the fair value of the contingent purchase consideration can result from changes in discount rates as well as the timing and amount of forecasted ~~cash payments derived from anticipated gross~~ revenues. The forecasted revenue growth assumption that is most sensitive is the assumed franchise sales count for which the forecast assumes between 70 and 80 franchises sold annually. This assumption is based on historical sales and an assumption of growth over time. A 10% reduction in the number of franchise sales would decrease the liability by $0.2 million. A 1% change to the discount rate applied to the forecast changes the liability by approximately $0.1 million. As of September 30, 2021, contingent consideration also includes an amount recognized in connection with the acquisition of Gadberry (see Note 6, Acquisitions, for more information on this acquisition). The Company measures these liabilities each reporting period and recognizes changes in fair value, if any, in “Selling, operating and administrative expenses” in the accompanying Condensed Consolidated Statements of Income (Loss).

The table below presents a reconciliation of ~~all assets and liabilities of~~ the ~~Company measured at fair value on a recurring basis using significant unobservable inputs for the period from January 1, 2017 to September 30, 2017~~contingent consideration (in thousands):

Fair Value of Contingent Consideration Liability
Balance at January 1, 2017

$
6,400
Fair value adjustments

250
Balance at September 30, 2017

$
6,650


	Total
Balance at January 1, 2021	$	6,340
Fair value adjustments		330
Balance at September 30, 2021	$	6,670

The Company assesses categorization of assets and liabilities by level at each measurement date, and transfers between levels are recognized on the actual date of the event or change in circumstances that caused the transfer. There were no transfers between Levels I, II and III during the nine months ended September 30, 2017.

The following table summarizes the carrying value and estimated fair value of the ~~2016~~ Senior Secured Credit Facility ~~as of September 30, 2017 and December 31, 2016~~ (in thousands):

September 30,

December 31,

2017

2016


Carrying Amount

Fair Value     Level 2

Carrying Amount

Fair Value     Level 2
Senior Secured Credit Facility

$
229,444

$
233,522

$
230,820

$
233,240


	September 30, 2021				December 31, 2020
	Carrying Amount		Fair Value Level 2		Carrying Amount		Fair Value Level 2
Senior Secured Credit Facility	$	452,990	$	457,129	$	223,487	$	223,887

10. Income Taxes

~~RE/MAX Holdings is subject to U.S. federal and state income taxation on its allocable portion of the income of RMCO.~~ The “Provision for income taxes” in the accompanying Condensed Consolidated Statements of Income ~~for the three and nine months ended September 30, 2017 and 2016~~(Loss) is based on an estimate of the Company’s annualized effective income tax ~~rate. The Company’s effective tax~~ rate, ~~includes a rate benefit attributable to~~except for the ~~fact that the Company’s subsidiaries operate as a series of limited liability companies which are not themselves subject to federal income tax. Accordingly, the portion~~loss on settlement of the ~~Company’s subsidiaries’ earnings attributable~~pre-existing master franchise contracts of $40.5 million (as discussed in Note 5, Acquisitions), which was evaluated discretely. This loss has 0 tax provision under GAAP; hence, the year-to-date tax provision is an expense (as opposed to a benefit) for the ~~non-controlling interest are not subject~~nine months ended September 30, 2021, even though the Company has a pre-tax year-to-date loss.

Uncertain Tax Positions

The company has recognized uncertain tax position liabilities and related tax expense for certain foreign tax matters, along with a receivable for amounts of such foreign taxes expected to be creditable in the U.S. ~~federal and state~~Based upon the settlement of certain of these matters, the Company adjusted its liability to reflect the amounts ultimately paid during the three months ended June 30, 2021. This resulted in a reduction to income tax asexpense of $1.4 million (including interest and penalties) in the ~~income is passed through~~Condensed Consolidated Statements of Income (Loss) for the three months ended June 30, 2021.

Table of Contents

During the three months ended September 30, 2021 and in connection with the INTEGRA acquisition, the Company assumed an uncertain tax position related to certain U.S. tax matters and also recorded a largely offsetting related indemnification asset. See Note 5 for further details.

While the ~~non-controlling interest holders. The~~Company believes the liabilities recognized for uncertain tax positions are adequate to cover reasonable expected tax risks, there can be no assurance that an issue raised by a tax authority will be resolved at a cost that does not exceed the liability recognized.

Uncertain tax position liabilities represent the aggregate tax effect of differences between the tax return positions and the amounts otherwise recognized in the consolidated financial statements and are recognized in “Income taxes payable” in the Condensed Consolidated Balance Sheets. Interest and penalties are accrued on the uncertain tax positions and included in the “Provision for income taxes” ~~is comprised~~in the accompanying Consolidated Statements of a provision for income taxes attributable to RE/MAX Holdings and to entities other than RE/MAX Holdings. The provision for income taxes attributable to RE/MAX Holdings is primarily comprised of U.S. federal and state income taxes on its proportionate shareIncome.

A reconciliation of the pass-through income from RMCO. However, it also includes its share of taxes imposed directly on RE/MAX, LLC, related primarily to tax liabilities in certain foreign jurisdictions. The provision for income taxes attributable tobeginning and ending amount, excluding interest and penalties is as follows:


	As of September 30,
	2021		2020
Balance, January 1	$	5,300	$	4,810
Increases related to prior period tax positions		96		338
Decrease related to prior year tax positions		(815)		—
Increase related to tax positions from acquired companies		1,587		—
Settlements		(3,776)		—
Foreign currency transaction gains/losses		351		—
Balance, September 30	$	2,743	$	5,148

Of the ~~non-controlling interest represents its share of taxes imposed on RE/MAX, LLC related to tax liabilities primarily in certain foreign jurisdictions.~~

~~The Company recognizes the effect of income~~Company’s remaining uncertain tax positions, ~~only if those positions are more likely than not~~$1.9 million have a reasonable possibility of being ~~sustained. Recognized income tax positions are measured at~~settled within the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. As of September 30, 2017, the Company does not believe it has any significant uncertain tax positions.next 12 months.

~~Table of Contents~~

~~RE/MAX HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

The Company and its subsidiaries file, or will file, income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. RMCO is not subject to federal income taxes as it is a flow-through entity, however, RMCO is required to file an annual U.S. Return of Partnership Income.

11. Equity-Based Compensation

~~The Company’s Board of Directors adopted~~Employee equity-based compensation expense under the RE/MAX Holdings, Inc. 2013 Omnibus Incentive Plan (the ~~“2013 Incentive~~“Incentive Plan”), under which 3,576,466 shares are currently authorized. (See below for shares available for grant at September 30, 2017.) The 2013 Incentive Plan provides for the grant of incentive stock options to the Company’s employees, and for the grant of shares of RE/MAX Holdings Class A common stock, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) which may have time-based or performance-based vesting criteria, dividend equivalent rights, cash-based awards and any combination thereof to employees, directors and consultantsnet of the ~~Company.~~

~~The Company recognizes equity-based compensation expense~~amount capitalized in “Selling, operating and administrative expenses” in the accompanying Condensed Consolidated Statements of Income. The Company recognizes corporate income tax benefits relating to the exercise of options and vesting of restricted stock units in “Provision for income taxes” in the accompanying Condensed Consolidated Statements of Income.

~~Employee stock-based compensation expense under the Company’s 2013 Incentive Plan was~~internally developed software, is as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Expense from time-based awards^(a)(b)	$	3,756	$	3,040	$	17,321	$	7,535
Expense from performance-based awards^(a)(c)		3,188		374		4,855		844
Expense from bonus to be settled in shares^(d)		2,064		—		5,139		—
Equity-based compensation capitalized		—		—		—		(32)
Equity-based compensation expense	$	9,008	$	3,414	$	27,315	$	8,347

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016
Expense from Time-based RSUs
$
750

$
501

$
1,892

$
1,812
Expense from Performance-based RSUs

118

-

269

-
Equity-based compensation expense

868

501

2,161

1,812
Tax benefit from equity-based compensation

(191)

(110)

(475)

(398)
Excess tax benefit from equity-based compensation

-

-

(324)

(201)
Net compensation cost
$
677

$
391

$
1,362

$
1,213

~~Time-based Restricted Stock Units~~

Time-based RSUs granted under the 2013 Incentive Plan are valued using the Company’s closing stock price on the date of grant. Grants awarded to the Company’s Board of Directors generally vest over a one year period. Grants awarded to the Company’s employees generally vest equally in annual installments over a three year period. Compensation expense is recognized on a straight line basis over the vesting period.

(a)	Includes awards granted to booj, First, wemlo and Gadberry employees and former owners at the time of acquisition.

(b)	During the nine months ended September 30, 2021, the Company recognized $5.5 million of expense as a result of the acceleration of significant grants that were issued to 2 employees of an acquired company who departed during the first quarter of 2021.

(c)

Expense recognized for performance-based awards is re-assessed each quarter based on expectations of achievement against the performance conditions. The acquisition of INTEGRA significantly increased the expected performance against the revenue performance condition resulting in an increase in expense for those awards.

(d)	A portion of the annual corporate bonus earned is to be settled in shares. These amounts are recognized as “Accrued liabilities” in the accompanying Condensed Consolidated Balance Sheets and are not included in “Additional paid-in capital” until the shares are issued.

Table of Contents

~~RE/MAX HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

Time-based Restricted Stock

The following table summarizes equity-based compensation activity related to time-based ~~RSUs as of~~restricted stock units and ~~for the nine months ended September 30, 2017:~~ restricted stock awards:

Time-based restricted stock units

Weighted average grant date fair value per share
Balance, January 1, 2017

127,011

$
33.00
Granted

43,450

$
55.45
Shares vested (including tax withholding)(a)

(58,426)

$
33.03
Forfeited

(2,935)

$
40.70
Balance, September 30, 2017

109,100

$
41.71


	Shares	Weighted average grant date fair value per share
Balance, January 1, 2021	1,018,008	$	36.74
Granted	268,858	$	39.16
Shares vested (including tax withholding) ^(a)	(498,446)	$	37.78
Forfeited	(20,545)	$	38.05
Balance, September 30, 2021	767,875	$	36.88

(a)

~~(a)~~

Pursuant to the terms of the ~~2013~~ Incentive Plan, ~~RSUs~~shares withheld by the Company for the payment of the employee's tax withholding related to ~~an RSU~~shares vesting are added back to the pool of shares available for future awards.

AtAs of September 30, ~~2017,~~2021, there was ~~$3,001,000~~$17.6 million of total unrecognized ~~time-based RSU expense, all of which is related to unvested awards.~~expense. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of ~~1.63 years for time-based~~1.6 years.

Performance-based Restricted Stock

As discussed in more detail in the Company’s Amendment No.1 to Annual Report on Form 10-K/A, the Company has historically issued performance-based restricted stock ~~units.~~

~~Performance-based Restricted Stock Units~~

~~Performance-based RSUs granted under the 2013 Incentive Plan are stock-based~~ awards ~~in which the number of shares ultimately received depends on the Company’s achievement of a specified~~(PSUs) that contained revenue ~~as well as the Company’s~~performance targets and relative total shareholder return ~~(“TSR”) relative to the TSR of all companies in the S&P SmallCap 600 Index~~(rTSR) targets, both measured over a ~~three year~~3-year performance period. ~~The number~~In 2021, the Company changed the structure of its PSUs by issuing awards with only a revenue target and eliminated the rTSR component. Additionally, the revenue target is being measured over 3 distinct 1-year performance periods, with the target determined near the beginning of each performance period. As a result, the target for 2021 has been determined but will be determined subsequently for 2022 and 2023. These awards cliff-vest at the end of a 3-year period, although the amount of shares that ~~could~~may be ~~issued range from 0% to 150% of~~earned is fixed after each 1-year performance period ends and performance against target for that period is measured. As with prior revenue performance awards, the ~~participant’s target award. Performance-based RSUs are valued on the date of grant using a Monte Carlo simulation for the TSR element of the award. The~~ Company’s expense will be adjusted based on the estimated achievement of revenue versus each target. ~~Earned performance-based RSUs cliff-vest at~~Because the ~~end of~~performance targets for the ~~three year performance period. Compensation expense is recognized over~~1-year periods in 2022 and 2023 have not yet been determined, they do not yet have a grant date under GAAP and are therefore excluded from the ~~vesting period based on the Company’s estimated performance.~~ table below.

The following table summarizes equity-based compensation activity related to performance-based ~~RSUs as of and for the nine months ended September 30, 2017:~~ restricted stock units:

Performance-based restricted stock units

Weighted average grant date fair value per share
Balance, January 1, 2017

—

$
—
Granted (a)

33,961

$
57.88
Forfeited

(1,155)

$
57.88
Balance, September 30, 2017

32,806

$
57.88


	Shares	Weighted average grant date fair value per share
Balance, January 1, 2021	281,735	$	32.34
Granted^(a)	56,716	$	40.07
Forfeited	(2,843)	$	28.77
Balance, September 30, 2021	335,608	$	33.68

(a)

~~(a)~~

Represents the total participant target award.

AtAs of September 30, ~~2017,~~2021, there was ~~$1,060,000~~$6.6 million of total unrecognized ~~performance-based RSU expense, all of which is related to unvested awards.~~expense. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of ~~2.25 years for performance-based RSUs.~~

After giving effect to all outstanding awards (assuming maximum achievement of performance goals for performance-based awards), there were 2,396,156 additional shares available for the Company to grant under the 2013 Incentive Plan as of September 30, 2017.

1.7 years.

Table of Contents

12. Commitments and Contingencies

A number of putative class action complaints are pending against the National Association of Realtors (“NAR”), Realogy Holdings Corp., HomeServices of America, Inc., RE/MAX, ~~HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

~~12. Leadership Changes~~

~~On January 7, 2016, the Company’s former Chief Financial Officer~~LLC and ~~Chief Operating Officer entered into a separation and transition agreement (the “Separation and Transition Agreement”) pursuant to which he separated from the Company effective~~Keller Williams Realty, Inc. The first was filed on March ~~31, 2016. The Company incurred a total cost of $1,043,000, including $331,000 of equity-based compensation expense, which was recorded to “Selling, operating and administrative expenses”~~6, 2019, by plaintiff Christopher Moehrl in the ~~accompanying Condensed Consolidated Statements~~United States District Court for the Northern District of ~~Income during~~Illinois. The second was filed in the ~~nine months ended September 30, 2016. There were no such expenses incurred during the nine months ended September 30, 2017.~~

~~On December 31, 2014, the Company’s former Chief Executive Officer retired and pursuant to the terms of the Separation and Release of Claims Agreement~~same court on April 15, 2019, by plaintiff Sawbill Strategic, Inc. These two actions have now been consolidated (the ~~“Separation Agreement”~~“Moehrl Action”)~~, the Company is required to provide severance~~. Similar actions have been filed in federal courts: a) by Joshua Sitzer and other related benefits over a 36-month period. The Company recorded a liability, measured at its estimated fair value, for payments that will be made under the Separation Agreement, with a corresponding charge to “Selling, general and administrative expenses.” The Company incurred a total cost of $3,581,000, including $1,007,000 of equity-based compensation expense related to this retirement in 2014.

The following table presents a rollforward of the estimated fair value liability for the period from January 1, 2017 to September 30, 2017 established for the aforementioned leadership changes (in thousands):

Balance, January 1, 2017

$
964
Accretion

17
Cash payments

(783)
Balance, September 30, 2017

$
198

~~13. Commitments and Contingencies~~

~~Commitments~~

~~The Company leases offices and equipment under noncancelable leases, subject to certain provisions for renewal options and escalation clauses.~~

On August 16, 2017, the Company entered into a sublease agreement for certain office space at its corporate headquarters where the Company’s expected costs related to the subleased space, including lease payments the Company will make to its lessor, exceed the anticipated revenue, and as a result, the Company recorded a loss of $3,725,000 during the three and nine months ended September 30, 2017. On September 11, 2017, the Company amended an existing sublease agreement for certain office space at its corporate headquarters. The existing liability was reduced, resulting in a net gain of $294,000 during the three and nine months ended September 30, 2017. As of September 30, 2017, the liability related to the aforementioned sublease agreements was included in “Other liabilities, net of current portion”plaintiffs in the ~~accompanying Condensed Consolidated Balance Sheets.~~

~~Contingencies~~

~~In connection with~~Western District of Missouri (the “Sitzer Action”); b) by Mark Rubenstein and Jeffery Nolan in the ~~purchase~~District of ~~Full House,~~Connecticut (the “Rubenstein Action”); c) by plaintiff Jennifer Nosalek in the District of Massachusetts (the “Nosalek Action”); and d) by plaintiff Judah Leeder in the Northern District of Illinois (the “Leeder Action”). The complaints make substantially similar allegations and seek substantially similar relief. For convenience, all of these lawsuits are collectively referred to as ~~described in Note 5,~~ ~~Acquisitions and Dispositions~~the Company entered into an arrangement to pay additional purchase consideration based on Motto’s future gross revenues, excluding certain fees, over the next ten years. As of September 30, 2017, this liability was estimated to be $6,650,000.

In connection with the sale of the assets and liabilities related to the Company’s previously owned brokerages, the Company entered into three Assignment and Assumption of Lease Agreements (the “Assignment Agreements”) pursuant to which the Company assigned its obligations under and rights, title and interest in 21 leases to the respective

~~Table of Contents~~

~~RE/MAX HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

purchasers. For certain leases, the Company remains secondarily liable for future lease payments through July 2021 under the respective lease agreements and accordingly, as of September 30, 2017, the Company has outstanding lease guarantees of $4,284,000. This amount represents the maximum potential amount of future payments under the respective lease guarantees.“Moehrl-related suits.” In the ~~event of default by~~Moehrl Action, the ~~purchaser, the indemnity and default clauses in the Assignment Agreements govern the Company’s ability to pursue and recover damages incurred, if any, against the purchaser.~~

~~Litigation~~

~~The Company is subject to litigation claims arising in the ordinary course of business. The Company believes~~plaintiffs allege that it has adequately accrued for legal matters as appropriate. The Company records litigation accruals for legal matters which are both probable and estimable and for related legal costs as incurred. The Company does not reduce these liabilities for potential insurance or third-party recoveries.

On October 7, 2013, RE/MAX Holdings acquired the net assets, excluding cash, of Tails for consideration paid of $20,175,000. Following earlier litigation that was dismissed, several shareholders of Tails filed a complaint entitled Robert B. Fisher, Carla L. Fisher, Bradley G. Rhodes and James D. Schwartz v. Gail Liniger, Dave Liniger, Bruce Benham, RE/MAX Holdings, Inc. and Tails Holdco, Inc. in Denver District Court ("Tails II"). On February 13, 2018, the parties signed a formal Settlement Agreement and Mutual General Release resulting in the Company recording a charge of $2,550,000 in “Selling, operating and administrative expenses” in the accompanying Consolidated Statements of Income during the nine months ended September 30, 2017. On February 27, 2018 the Company received $1,950,000 from its insurance carriers as reimbursement of attorneys’ fees and a portion of the settlement. On February 28, 2018, the Company paid $4,500,000 to satisfy the terms of the Settlement Agreement. As a result of the settlement, the litigation was dismissed with prejudice on March 1, 2018.

Management of the Company believes no other such litigation matters involving a reasonably possible chance of loss will not, individually or in the aggregate, result in a material adverse effect on the Company's financial condition, results of operations and cash flows.

~~14. Related-Party Transactions~~

~~The majority stockholders of RIHI, including the Company’s current Chairman and Co-Founder and the Company’s Vice Chair and Co-Founder have made and continue~~NAR rule requires brokers to make a ~~golf course they own available~~blanket, non-negotiable offer of buyer broker compensation when listing a property, resulting in inflated costs to sellers in violation of federal antitrust law. They further allege that certain defendants use their agreements with franchisees to require adherence to the ~~Company for business purposes.~~NAR rule in violation of federal antitrust law. Amended complaints added allegations regarding buyer steering and non-disclosure of buyer-broker compensation to the buyer. While similar to the Moehrl Action, various other lawsuits: allege violations of the Missouri Merchandising Practices Act (the Sitzer Action); include a multiple listing service (MLS) defendant (the Nosalek Action); allege state antitrust violations (the Sitzer Action and Nosalek Action); allege harm to home buyers rather than sellers (the Rubenstein Action and Leeder Action); allege unjust enrichment (the Leeder Action); and/or allege violations of the Racketeer Influenced and Corrupt Organizations Act (RICO) rather than antitrust law (the Rubenstein Action). Among other requested relief, plaintiffs seek damages against the defendants and injunctive relief. In July 2021, the court granted RE/MAX, LLC’s motion to dismiss the Rubenstein Action and ordered the case dismissed with prejudice. The Company ~~used~~intends to vigorously defend against all remaining claims. The Company may become involved in additional litigation or other legal proceedings concerning the ~~golf course and related facilities for business purposes at minimal charge~~same or similar claims. We are unable to predict whether resolution of these matters would have a material effect on our financial position or results of operations.

On April 9, 2021, a putative class action claim was filed in ~~both 2017 and 2016. Additionally,~~the Federal Court of Canada against the Toronto Regional Real Estate Board (“TRREB”), The Canadian Real Estate Association (“CREA”), RE/MAX Ontario-Atlantic Canada Inc. (“RE/MAX OA”), which was acquired by the Company ~~recorded expense~~in July 2021 (see Note 5, Acquisitions, for additional information), Century 21 Canada Limited Partnership, Brookfield Asset Management Inc., Royal Lepage Real Estate Services Ltd., Homelife Realty Services Inc., Right At Home Realty Inc., Forest Hill Real Estate Inc., Harvey Kalles Real Estate Ltd., Sotheby's International Realty Canada, Chestnut Park Real Estate Limited, Sutton Group Realty Services Ltd. and IPRO Realty Ltd. by the putative representative plaintiff, Mark Sunderland (the “Plaintiff”). The Plaintiff alleges that the Defendants and their co-conspirators conspired, agreed or arranged with each other to fix, maintain, increase, control, raise, or stabilize the rate of ~~$502,000~~real estate buyers’ brokerages’ and ~~$204,000 for the value~~salespersons’ commissions in respect of the ~~benefits provided~~purchase and sale of properties listed on TRREB’s multiple listing service system (the “Toronto MLS”); that the Defendants and their co-conspirators acted in furtherance of their conspiracy, agreement or arrangement to ~~Company personnel for~~fix, maintain, increase, control, raise, or stabilize the ~~complimentary use~~rate of real estate buyers’ brokerages’ and salespersons’ commissions in respect of the ~~golf course during~~purchase and sale of properties listed on the ~~three months ended September 30, 2017~~Toronto MLS; and ~~2016, respectively,~~violation of Part VI of the Competition Act, R.S.C. 1985, c. C-34 (“Competition Act”). Among other requested relief, Plaintiff seeks damages against the defendants and ~~$502,000~~injunctive relief. RE/MAX OA denies the allegations in the claim and ~~$454,000 during~~intends to vigorously defend the ~~nine months ended September 30, 2017 and 2016, respectively, with an offsetting increase in additional paid in capital. See Note 15,~~ action.

13. Immaterial Corrections to Prior Period Financial Statements

During the third quarter of 2021, in analyzing the purchase accounting with respect to the acquisition of INTEGRA, the Company determined that a portion of the acquisition purchase price was attributable to a loss on the settlement of the pre-existing master franchise agreements in which the pre-acquisition royalty rates paid by INTEGRA were below the current market rate. This is in contrast to prior Independent Region acquisitions where the Company allocated the entire purchase price to acquired assets, primarily goodwill and other identifiable intangible assets. The Company has determined this same conclusion applied to certain other Independent Regions acquired between 2007 and 2017 where the region paid a royalty rate below the market rate as of the acquisition date. In these circumstances, the Company failed to recognize a loss on settlement of the master franchise contract in the year of acquisition, which caused overstated goodwill and identifiable intangible assets and generally overstated levels of intangible asset amortization expense subsequent to acquisition. The control deficiencies that led to these errors were deemed to constitute a material weakness in the Company’s internal control over financial reporting.

Accordingly, management is correcting the relevant consolidated financial statements and related footnotes for ~~further discussion regarding~~ the ~~amounts recorded for the~~unaudited three and nine ~~months~~month period ended September 30, ~~2016.~~

~~The Company provides services, such as accounting, legal, marketing, technology, human resources~~2020 within these condensed consolidated financial statements. Management has evaluated the materiality of these misstatements based on an analysis of quantitative and public relations services, to certain affiliated entities (primarily the advertising funds), and it allows these companies to share its leased office space. During the three months ended September 30, 2017 and 2016, the total amounts allocated for services rendered and rent for office space provided on behalf of affiliated entities were $930,000 and $507,000, respectively. During the nine months ended September 30, 2017 and 2016, the total amounts allocated for services rendered and rent for office space provided on behalf of affiliated entities were $2,409,000 and $1,459,000, respectively. Amounts are generally paid within 30 days and no amounts were outstanding at September 30, 2017 or December 31, 2016.

2423

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~~RE/MAX HOLDINGS, INC.~~

~~Notes~~qualitative factors and concluded they were not material to ~~Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

~~Related party advertising funds had current outstanding amounts due from~~ the Company of $83,000 and $145,000 as of September 30, 2017 and December 31, 2016, respectively. Such amounts are included in “Accounts payable to affiliates” in the accompanying Condensed Consolidated Balance Sheets.

~~15. Immaterial Corrections to Prior Period Financial Statements~~

The Company identified certain related party transactions with its controlling stockholder that had not been recognized as expenses in previously issued financial statements, the largest being the complimentary use by Company personnel of a golf facility owned by David and Gail Liniger. The value of these benefits is required to be reflected as an expense in the financial statements with a corresponding increase to additional paid in capital. The Company concluded that the omission of the expense associated with these transactions from prior period financial statements, ~~was immaterial to each affected reporting period and therefore amendment of previously filed reports was not required. However, the Company corrected this immaterial error~~individually or in the prior years included herein. These adjustments resulted in an increase in “Selling, operating, and administrative expenses” with a corresponding decrease in “Net Income” in the Condensed Consolidated Statements of Income of $214,000 and $467,000 for the three and nine months ended September 30, 2016, respectively. In addition, these adjustments resulted in an increase to “Additional paid-in capital” of $1,712,000, a decrease to “Retained earnings” of $803,000 and a decrease to “Non-controlling interest” of $909,000 in the Condensed Consolidated Balance Sheets as of December 31, 2016. This adjustment to “Additional paid-in capital” in the Consolidated Balance Sheets includes adjustments of $584,000, $575,000~~and $553,000 for the years ended December 31, 2016, 2015 and 2014, respectively.~~

~~16. Subsequent Events~~

~~RE/MAX of Northern Illinois Acquisition~~

On November 15, 2017, RE/MAX, LLC acquired certain assets of RE/MAX of Northern Illinois, Inc. (“RE/MAX of Northern Illinois”), including the franchise agreements issued by the Company permitting the sale of RE/MAX franchises in Northern Illinois. RE/MAX, LLC acquired these assets in order to expand its owned and operated regional franchising operations. The Company used $35,720,000 in cash generated from operations to fund the acquisition. The assets acquired constitute a business and were accounted for using the fair value acquisition method. The total purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the total purchase price over the estimated fair value of the identifiable assets acquired was recorded as goodwill. The goodwill recognized is attributable to expected synergies and projected long-term revenue growth. All of the goodwill recognized is tax deductible.aggregate.

The following table ~~summarizes~~reflects the ~~preliminary allocation~~impact of the ~~purchase price~~immaterial correction on the Company’s previously reported consolidated financial statements (in thousands, except per share information):


	Three Months Ended				Nine Months Ended
	September 30, 2020				September 30, 2020
	As previously				As previously
	reported		As Adjusted		reported		As Adjusted
Depreciation and amortization	$	6,850	$	6,730	$	19,572	$	19,154
Operating income (loss)	$	10,815	$	10,935	$	31,260	$	31,678
Income (loss) before provision for income taxes	$	8,775	$	8,895	$	24,485	$	24,903
Provision for income taxes	$	(2,051)	$	(2,057)	$	(6,547)	$	(6,584)
Net income (loss)	$	6,724	$	6,838	$	17,938	$	18,319
Less: net income (loss) attributable to non-controlling interest	$	3,171	$	3,221	$	8,265	$	8,436
Net income (loss) attributable to RE/MAX Holdings, Inc.	$	3,553	$	3,617	$	9,673	$	9,883
Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock, basic	$	0.20	$	0.20	$	0.53	$	0.55
Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock, diluted	$	0.19	$	0.20	$	0.53	$	0.54

14. Segment Information

The Company operates under the following 4 operating segments: Real Estate, Mortgage, Marketing Funds and booj. Due to quantitative insignificance, the ~~fair value~~booj operating segment does not meet the criteria of ~~assets acquired~~a reportable segment and ~~liabilities assumed~~is included in “Other”. Mortgage does not meet the quantitative significance test; however, management has chosen to report results for ~~RE/MAX~~the segment as it believes it will be a key driver of ~~Northern Illinois~~future success for Holdings. Management evaluates the operating results of its segments based upon revenue and adjusted earnings before interest, the provision for income taxes, depreciation and amortization and other non-cash and non-recurring cash charges or other items (“Adjusted EBITDA”). The Company’s presentation of Adjusted EBITDA may not be comparable to similar measures used by other companies. Except for the adjustments identified below in arriving at Adjusted EBITDA, the accounting policies of the reportable segments are the same as those described in the Company’s 2020 Amendment No. 1 to Annual Report on Form 10-K/A.

The following table presents revenue from external customers by segment (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Continuing franchise fees	$	30,416	$	22,799	$	79,064	$	61,471
Annual dues		8,967		8,638		26,508		26,304
Broker fees		19,245		15,457		48,651		35,327
Franchise sales and other revenue		5,995		4,058		17,845		16,126
Total Real Estate		64,623		50,952		172,068		139,228
Continuing franchise fees		2,048		1,540		5,729		3,749
Franchise sales and other revenue		572		366		1,624		685
Total Mortgage		2,620		1,906		7,353		4,434
Marketing Funds fees		23,269		17,290		59,456		46,577
Other		485		925		1,661		3,313
Total revenue	$	90,997	$	71,073	$	240,538	$	193,552

Franchise agreements
$
23,500
Goodwill

12,220
Total purchase price
$
35,720

Table of Contents

The following table presents a reconciliation of Adjusted EBITDA by segment to income (loss) before provision for income taxes (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Adjusted EBITDA: Real Estate	$	36,292	$	30,959	$	92,014	$	71,008
Adjusted EBITDA: Mortgage		(1,282)		(176)		(3,165)		(1,495)
Adjusted EBITDA: Other		(56)		(448)		(238)		(730)
Adjusted EBITDA: Consolidated		34,954		30,335		88,611		68,783
Gain (loss) on sale or disposition of assets, net		—		11		10		33
Loss on contract settlement ^(a)		(40,500)		—		(40,500)		—
Loss on extinguishment of debt ^(b)		(264)		—		(264)		—
Impairment charge - leased assets ^(c)		—		(7,902)		—		(7,902)
Impairment charge - goodwill ^(d)		(5,123)		—		(5,123)		—
Equity-based compensation expense		(9,008)		(3,414)		(27,315)		(8,347)
Acquisition-related expense ^(e)		(9,432)		(1,021)		(14,303)		(1,915)
Fair value adjustments to contingent consideration ^(f)		(320)		(250)		(330)		105
Interest income		19		25		201		328
Interest expense		(3,315)		(2,159)		(7,537)		(7,028)
Depreciation and amortization ^(g)		(8,582)		(6,730)		(22,236)		(19,154)
Income (loss) before provision for income taxes ^(g)	$	(41,571)	$	8,895	$	(28,786)	$	24,903

(a)	Represents the effective settlement of the pre-existing master franchise agreement with INTEGRA that was recognized with the acquisition. See Note 5, Acquisitions for additional information.

(b)	The loss was recognized in connection with the amended and restated Senior Secured Credit Facility. See Note 8, Debt for additional information.

(c)	Represents the impairment recognized on a portion of the Company’s corporate headquarters office building in the prior year. See Note 2, Summary of Significant Accounting Policies for additional information.

(d)	Lower than expected adoption rates of the First technology resulted in downward revisions to long-term forecasts, resulting in an impairment charge to the First reporting unit goodwill. See Note 6, Intangible Assets and Goodwill for additional information.

(e)	Acquisition-related expense includes personnel, legal, accounting, advisory and consulting fees incurred in connection with the evaluation, due diligence, execution and integration of acquisitions.

(f)	Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities. See Note 9, Fair Value Measurements for additional information.

(g)	Prior year amounts have been adjusted to reflect the immaterial correction of amortization for certain acquired Independent Regions. See Note 13, Immaterial Corrections to Prior Period Financial Statements for additional information.

Table of Contents

~~RE/MAX HOLDINGS, INC.~~

~~Notes to Condensed Consolidated Financial Statements (Continued)~~

~~(Unaudited)~~

~~Separation Agreement~~

On February 9, 2018 the Company announced the retirement of the Company’s President. The President will remain with the Company as a Senior Advisor through June 30, 2018. The Company entered into a Separation Agreement with the President, and pursuant to the terms of this agreement, the Company accrued a total cost of approximately $1,900,000 in the first quarter of 2018, which will be paid over a 39- month period.

~~Booj acquisition~~

On February 26, 2018, RE/MAX, LLC acquired certain assets of booj, a real estate technology company, for cash consideration of $26,250,000, plus up to $10,000,000 in equity-based compensation to be earned over time. RE/MAX, LLC acquired these assets in order to deliver core technology solutions designed for and with RE/MAX affiliates. The Company used cash generated from operations to fund the acquisition. The assets acquired constitute a business that will be accounted for using the fair value acquisition method. The total purchase price will be allocated to the assets acquired and liabilities assumed based on their estimated fair values. Due to the timing of this acquisition, the Company has not completed a preliminary purchase price allocation.

~~Table of Contents~~

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis ~~of the financial condition and results of our operations~~ should be read ~~together~~in conjunction with ~~the~~our condensed consolidated financial statements (“financial statements”) and ~~the related~~accompanying notes ~~of RE/MAX Holdings, Inc.~~ included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with ~~the~~our audited consolidated financial statements and ~~the related~~accompanying notes ~~of RE/MAX Holdings, Inc.~~ included in our most recent Annual Report on Form ~~10-K~~10-K/A for the year ended December 31, ~~2016.~~2020 (“2020 Amendment No. 1 to Annual Report on Form 10-K/A”), filed with the Securities and Exchange Commission (“SEC”) on December 21, 2021.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended ~~or the Exchange Act.~~(the “Exchange Act”). These statements are often identified by the use of words such as “believe,” “intend,” “expect,” “estimate,” “plan,” “outlook,” “project,” “anticipate,” “may,” “will,” “would” and other similar words and expressions that predict or indicate future events or trends that are not statements of historical matters. Forward-looking statements include statements related to:

~~our expectations regarding consumer trends in residential real estate transactions;~~

~~our~~ expectations regarding overall economic and demographic trends, including the health of the United States (“U.S.”) and Canadian residential real estate markets, and how they affect our performance;

~~our growth strategy of increasing our agent count;~~

~~our ability to expand our network of franchises in both new and existing but underpenetrated markets;~~

~~our expectations regarding the growth of Motto Mortgage, our mortgage brokerage franchise;~~

~~our growth strategy of increasing our number of closed transaction sides and transaction sides per agent;~~

~~the continued strength of our brand both in the U.S. and Canada and in the rest of the world;~~

~~the pursuit of future reacquisitions of Independent Regions;~~

~~our intention to pay dividends;~~

~~our future financial performance;~~

~~our ability to forecast selling, operating and administrative expenses;~~

~~the effects of laws applying to our business;~~

~~our ability to retain our senior management and other key employees;~~

~~our intention to pursue additional intellectual property protections;~~

~~our future compliance with U.S. or state franchise regulations;~~

~~other plans and objectives for future operations, growth, initiatives, acquisitions or strategies, including investments in our information technology infrastructure;~~

~~the anticipated benefits of our advertising strategy;~~

~~our intention to repatriate cash generated by our Canadian operations to the U.S. on a regular basis in order to minimize~~ agent count; franchise sales; the impact ~~of currency gains and losses;~~

~~the implications of the Special Committee investigation and its impact of the findings and recommendations on us and our operations;~~

~~Table~~ of ~~Contents~~the global coronavirus (“COVID-19”) pandemic on our results of operations, financial condition, liquidity and business, including agent count, revenues, expenses, operations, goodwill, income taxes and allowance for doubtful accounts; support that we offered to our franchisees, its effectiveness, and the implication of this support (or future support) to our revenue; our business model, revenue streams, cost structure, balance sheet, and financial flexibility; management of expenses and capital expenditures in response to the impacts of the COVID-19 pandemic, including the amounts and timing of anticipated reductions; revenue; operating expenses; financial outlook; our plans regarding dividends; non-GAAP financial measures; housing and mortgage market condition and trends; economic and demographic trends; competition; the anticipated benefits our technology initiatives; our anticipated sources and uses of liquidity including for potential acquisitions; future litigation expenses relating to the Moehrl-related suits; our strategic and operating plans and business models including our plans to re-invest in our business; and the expected impact of acquisitions.

~~our remedial efforts and other measures in response to the outcome, findings and recommendations of the Special Committee investigation; and~~

our Board of Directors and management structure, including the roles of Adam Contos and the senior management team, the roles of David Liniger and of Richard Covey and the independent members of the Board of Directors.

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily accurately indicate the times at which such performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materiality from those expressed in or suggested by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, and those discussed in the section titled “Risk Factors,” set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Part I, Item 1A of our ~~most recent~~2020 Amendment No. 1 to Annual Report on Form ~~10-K.~~10-K/A. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this report. Except as required by law, we do not intend, and we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

The results of operations discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are those of RE/MAX Holdings, Inc. (“~~RE/MAX~~ Holdings”) and its consolidated subsidiaries, including RMCO, LLC and its consolidated subsidiaries (“RMCO”), collectively, the “Company,” “we,” “our” or “us.”

Business Overview

We are one of the world’s leading franchisors in the real estate ~~industry, franchising~~industry. We franchise real estate brokerages globally under the RE/MAX brand (“RE/MAX”) and mortgage brokerages ~~within~~in the U.S. under the Motto Mortgage brand (“Motto”) ~~brand. RE/MAX, founded~~. We also sell ancillary products and services, primarily technology, to our franchise networks and, in ~~1973, has over 115,000 agents operating~~certain instances, we sell those offerings outside our franchise networks. We organize our business based on the services we provide in over 7,000 offices and a presence in more than 100 countries and territories. RE/MAX has held the number one market share in residential real estate in the U.S. and Canada since 1999 as measured by total residential transaction sides completed by our agents. The RE/MAX brand has the highest level of unaided brand awareness in real estate in the U.S. and Canada according to a 2016 consumer study conducted by MMR Strategy Group,Real Estate, Mortgage and our ~~iconic red, white~~collective franchise marketing operations, known as the Marketing Funds. RE/MAX and ~~blue RE/MAX hot air balloon is one~~Motto are 100% franchised—we do not own any of the ~~most recognized real estate logos in~~brokerages that operate under these brands. We focus on enabling our networks’ success by providing powerful technology, quality education and training, and valuable marketing to build the ~~world. Motto, founded in 2016, is the first nationwide mortgage brokerage franchise offering in the U.S.~~

~~Special Committee Investigation~~

~~In October 2017, our~~ ~~Board of Directors appointed a special committee of independent directors (the “Special Committee”) to investigate actions of certain members~~strength of the ~~Company’s senior management including (i)~~ ~~a previously undisclosed loan from David L. Liniger,~~RE/MAX and Motto brands. We support our franchisees in growing their brokerages, although, they fund the ~~Company’s controlling stockholder, Chairman and former Chief Executive Officer to Adam M. Contos, the Company’s Chief Executive Officer, (ii) certain other transactions, including~~ ~~cash and non-cash gifts from David and Gail Liniger to Mr. Contos and others over a period~~cost of ~~time, and (iii) wrongdoing in employment practices and workplace~~ ~~conduct (the “Special Committee Investigation”). The Special Committee Investigation was performed with the assistance of independent outside advisors and was completed in February 2018.~~

Although the loan, gifts, and other transactions between the Linigers and Mr. Contos did not involve use of any corporate funds, the Special Committee concluded that these transactions created an actual or apparent conflict of interest. The Special Committee also concluded that ~~Mr. Liniger and~~ ~~Mr. Contos violated the Company’s~~ ~~Supplemental Code of Ethics~~ ~~for CEO and Senior Financial Officers (the “Code of Ethics”) by engaging in~~ ~~these transactions and by~~ ~~failing to report them to the Company. The Special Committee concluded that credible evidence~~ ~~did not substantiate that~~ ~~Mr. Liniger and~~ ~~Mr. Contos intentionally failed to disclose the loan or gifts.~~

~~Table of Contents~~

~~The Special Committee also identified other~~ instances of noncompliance by Mr. Liniger with the Code of Ethics and other Company policies related to workplace conduct, which were limited to Mr. Liniger’s actions and did not extend to other members of the Company’s leadership team.

developing their brokerages. As a result, we maintain a low fixed-cost structure which, combined with our recurring fee-based models, enables us to capitalize on the economic benefits of the ~~Special Committee investigation,~~franchising model, yielding high margins and significant cash flow.

Acquisition

On July 21, 2021, we acquired the ~~Company’s management team is implementing, under~~operating companies of North American regions of RE/MAX INTEGRA (“INTEGRA NA or “INTEGRA”) for cash consideration of approximately $235 million. INTEGRA’s regions include 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).The

Table of Contents

acquisition converted these formerly Independent Regions into Company-Owned Regions, allowing us to scale, enhance our ability to deliver value to our affiliates and recapture the ~~oversight~~value differential of ~~the independent members of the Board of Directors, remedial measures to address various findings of the Special Committee as well as to address deficiencies~~more than 19,000 agents (approximately 12,000 in ~~our internal controls. These efforts include among other matters (i) enhanced corporate policies~~Canada and practices including with respect to gifts, loans, conflicts of interest and workplace conduct, (ii) enhanced procedures and practices concerning reporting including with respect to compliance matters, (iii) enhanced training on a range of matters including the responsibilities of officers and leaders related to workplace conduct and various compliance issues, (iv) a range of other actions designed to reinforce changes to the corporate culture in key areas including compliance and workplace practices, and (v) various remedial measures in connection with the deficiencies in our internal controls over financial reporting including an identified material weakness. The remedial measures referred to above are in process and not complete as of the date of this Quarterly Report on Form 10-Q and it is expected that these remedial measures and improvements to governance and corporate policies and practices will continue in future periods over a sustained period of time. See “Item 4—Controls and Procedures—Remediation.”

~~During the fourth quarter of 2017, the Company incurred $2.6 million in expenses related to the Special Committee investigation, and will continue to incur significant expenses~~7,000 in the first quarter of 2018 and future periods related to the Special Committee investigation and the ongoing implementation of the remedial measures adopted as a result of the findings of the Special Committee as well as the control deficiencies including the identified material weakness.U.S.).

Financial and Operational Highlights – Three Months Ended September 30, ~~2017~~ 2021

(Compared to the three months ended September 30, ~~2016~~2020, unless otherwise noted)

●

Revenue of $91.0 million, an increase of 28.0% from the prior year.

●

Revenue, excluding the Marketing Funds, increased to $67.7 million or 25.9%, which was comprised of 6.9% organic growth, 18.3% growth from acquisitions and 0.7% growth from foreign currency movements ^(a).

●

Net income (loss) attributable to RE/MAX Holdings, Inc. decreased to ($25.1) million.

●

Adjusted EBITDA grew 15.2% to $35.0 million compared to $30.3 million in the prior year.

●

Adjusted EBITDA margin decreased to 38.4% from 42.7% in the prior year.

●

Total agent count grew by ~~5.7%~~4.6% to ~~117,568~~140,936 agents.

●

U.S. and Canada combined agent count increased ~~2.3%~~2.2% to ~~84,709~~85,656 agents.

●

Total open Motto Mortgage offices increased 32.3% to 176 offices.

(a)

~~Revenue of $49.4 million, up 8.4%~~We define organic revenue growth as revenue growth from continuing operations excluding Marketing Funds, revenue from acquisitions, and foreign currency movements. We define revenue from acquisitions as the incremental revenue generated from the ~~prior year.~~

date of an acquisition to its first anniversary (excluding Marketing Funds revenue related to acquisitions where applicable).

~~Net income attributable to RE/MAX Holdings, Inc. of $3.8 million.~~

~~Adjusted EBITDA of $25.8 million and Adjusted EBITDA margin of 52.2%.~~

~~During~~

We achieved record financial results in the ~~three months ended September 30, 2017,~~third quarter, which included all-time high quarterly revenue and Adjusted EBITDA which were primarily driven by the INTEGRA acquisition, broad-based performance from our core operations and a robust housing market. Our third quarter revenue ~~increased $3.8 million, or 8.4%, to $49.4 million primarily due to~~growth included contributions from many facets of our business, including: the ~~four Independent Regions that~~INTEGRA acquisition, fewer agent recruiting incentives, higher broker fees stemming from rising home prices, increased pricing and Motto expansion, among other factors.

Despite record revenue performance, we incurred a net loss of $42.4 million as positive revenue contributions were ~~acquired~~more than offset by settlement and impairment charges of $45.6 million (for additional information on the loss on contract settlements, refer to Note 5, Acquisitions), acquisition costs for INTEGRA, an increase in ~~December 2016 (New Jersey, Georgia, Kentucky/Tennessee~~equity-based compensation expense. Specifically, in connection with the INTEGRA acquisition, we allocated $40.5 million of the purchase price to a loss on the pre-existing master franchise agreements which were effectively settled. The loss represents the fair value of the difference between the historical contractual royalty rates paid by INTEGRA and ~~Southern Ohio, collectively,~~ the ~~“2016 Acquired Regions”) which experienced agent count~~current market rate.

We also added more than 6,000 net new agents compared to the third quarter of 2020, including significant growth ~~of 3.4% from the prior year quarter and foreign currency movements. Organic revenue~~in Canada alongside strong growth ~~remained relatively flat as growth from agent count increases were~~globally, partially offset by a ~~decrease~~slight decline in revenue recognized from preferred marketing arrangements and the impact of waiving approximately $1.7 million of continuing franchise fees and broker fees during the third quarter for associates adversely impacted by Hurricanes Harvey and Irma. Expenses increased primarily due toU.S. agent count.

For a $3.7 million loss recognized related to subleasing a portion of our corporate office building; a net charge of $2.6 million incurred in connection with a litigation settlement and additional corresponding professional fees related to our 2013 acquisitiondetailed discussion of the ~~net assets~~impacts of ~~Tails, Inc. (“Tails”);~~COVID-19 on our results in 2020, please see our Quarterly Report on Form 10-Q for the three and ~~costs for Motto, the 2016 Acquired Regions, certain employee benefits and the refresh of the RE/MAX brand.~~

six months ended June 30, 2020.

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Selected Operating and Financial Highlights

~~For comparability purposes, the~~The following tables ~~set forth~~summarize several key performance indicators and our ~~agent count and~~ results of operations for the periods presented in our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. The period-to-period comparison of agent count and financial results is not necessarily indicative of future performance.operations.



	As of September 30,
	2021		2020		#	%
Total agent count growth	4.6	%	5.1	%

Agent Count:
U.S.	62,007		62,304		(297)	(0.5)	%
Canada	23,649		21,498		2,151	10.0	%
Subtotal	85,656		83,802		1,854	2.2	%
Outside U.S. and Canada	55,280		50,967		4,313	8.5	%
Total	140,936		134,769		6,167	4.6	%

Motto open offices⁽²⁾	176		133		43	32.3	%

	Nine Months Ended September 30,
	2021		2020		#	%
RE/MAX franchise sales⁽¹⁾	688		633		55	8.7	%
Motto franchise sales⁽²⁾	42		47		(5)	(10.6)	%

Change

As of September 30,

Favorable/(Unfavorable)

2017

2016
��
#

%

RE/MAX Agent Count:

U.S.

63,549

62,241

1,308

2.1
%
Canada

21,160

20,556

604

2.9
%
U.S. and Canada Total

84,709

82,797

1,912

2.3
%
Outside U.S. and Canada

32,859

28,391

4,468

15.7
%
Network-wide agent count

117,568

111,188

6,380

5.7
%

Three Months Ended

Nine Months Ended

September 30,

September 30,

2017

2016

2017

2016

Total revenue

$
49,377

$
45,559

$
146,425

$
131,880

Total selling, operating and administrative expenses(2)

$
31,832

$
20,539

$
79,263

$
62,866

Operating Income

$
12,808

$
21,142

$
51,058

$
57,447

Net income attributable to RE/MAX Holdings, Inc.(2)

$
3,835

$
6,786

$
16,277

$
18,539

Adjusted EBITDA(1)

$
25,781

$
25,487

$
77,443

$
71,527

Adjusted EBITDA margin(1)

52.2
%

55.9
%

52.9
%

54.2
%

(1)	~~(1)~~ Includes franchise sales in the U.S., Canada and global regions.

(2)	Excludes virtual offices and Branchises.


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Total revenue		90,997			71,073		$	240,538		$	193,552
Total selling, operating and administrative expenses ⁽¹⁾		51,099			28,216		$	133,591		$	88,241
Operating income (loss) ⁽¹⁾		(37,576)			10,935		$	(20,368)		$	31,678
Net income (loss) ⁽¹⁾		(42,363)			6,838		$	(30,240)		$	18,319
Net income (loss) attributable to RE/MAX Holdings, Inc. ⁽¹⁾		(25,149)			3,617		$	(18,725)		$	9,883
Adjusted EBITDA⁽²⁾		34,954			30,335		$	88,611		$	68,783
Adjusted EBITDA margin⁽²⁾		38.4	%		42.7	%		36.8	%		35.5	%

(1)	Prior year amounts have been adjusted to reflect the immaterial correction of amortization for certain acquired Independent Regions. See Note 13, Immaterial Corrections to Prior Period Financial Statements for additional information.

(2)

See “—Non-GAAP Financial Measures” for further discussion of Adjusted EBITDA and Adjusted EBITDA margin and a reconciliation of the differences between Adjusted EBITDA and net income (loss), which is the most comparable U.S. generally accepted accounting principles (“U.S. GAAP”) measure for operating performance. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of total revenue.

~~(2)~~

~~Prior period amounts reflect an immaterial correction recorded for the three and nine months ended September 30, 2016. See Note 15,~~ ~~Immaterial Corrections to Prior Period Financial Statements~~ ~~for additional information.~~

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Results of Operations

Comparison of the Three Months Ended September 30, ~~2017~~ 2021and ~~2016~~2020

Revenue

A summary of the components of our revenue ~~for~~is as follows (in thousands except percentages):


	Three Months Ended				Change
	September 30,				Favorable/(Unfavorable)
	2021		2020		$		%
Revenue:
Continuing franchise fees	$	32,464	$	24,339	$	8,125	33.4	%
Annual dues		8,967		8,638		329	3.8	%
Broker fees		19,245		15,457		3,788	24.5	%
Marketing Funds fees		23,269		17,290		5,979	34.6	%
Franchise sales and other revenue		7,052		5,349		1,703	31.8	%
Total revenue	$	90,997	$	71,073	$	19,924	28.0	%

Consolidated revenue increased primarily due to contributions from acquisitions, fewer agent recruiting initiatives in the current year as compared to the prior year and increased Broker fees. RE/MAX continuing franchise fee increases and Motto expansion also contributed to growth, partially offset by continued attrition of booj’s legacy customer base.

Continuing Franchise Fees

Revenue from Continuing franchise fees increased primarily due to contributions from the acquisition of INTEGRA, fewer agent recruiting initiatives in the current year as compared to prior year, RE/MAX monthly fee increases and Motto expansion. Beginning April 1, 2021, there was an average price increase of 3.8% in RE/MAX continuing franchise fees in the majority of our U.S. Company-Owned regions.

Broker Fees

Revenue from Broker fees increased primarily due to contributions from the acquisition of INTEGRA and rising home prices, partially offset by lower total transactions per agent as compared to the prior year.

Marketing Funds Fees

Revenue from the Marketing Funds fees increased primarily due to contributions from the acquisition of INTEGRA and fewer agent recruiting initiatives in the current year as compared to the prior year.

Franchise Sales and Other Revenue

Franchise sales and other revenue increased primarily due to incremental revenue from our 2020 acquisitions, partially offset by the attrition of the booj legacy customer base which negatively impacted the three months ended September 30, ~~2017~~2021 by $0.4 million and ~~2016~~ is expected to negatively impact the full year 2021 by approximately $2.0 million, as ~~follows:~~

Three Months Ended

Change

September 30,

Favorable/(Unfavorable)


2017

2016

$

%

(in thousands, except percentages)

Revenue:

Continuing franchise fees

$
23,049

$
20,938

$
2,111

10.1
%
Annual dues

8,592

8,321

271

3.3
%
Broker fees

12,125

10,517

1,608

15.3
%
Franchise sales and other franchise revenue

5,611

5,783

(172)

(3.0)
%
Total revenue

$
49,377

$
45,559

$
3,818

8.4
%

~~Consolidated revenue increased primarily due~~compared to the acquisitions of the 2016 Acquired Regions, which added $3.5 million or 7.7%. Organic growth remained relatively flat as growth from agent count increases were offset by a decrease in revenue recognized from preferred marketing arrangements and the impact of waiving approximately $1.7 million of continuing franchise fees and broker fees during the third quarter for hurricane-impacted associates.

~~Continuing Franchise Fees~~

Revenue from continuing franchise fees increased primarily as a result of contributions from the 2016 Acquired Regions, which added $2.2 million, and agent count growth, which added $0.5 million. Additionally, the Company waived approximately $1.1 million of continuing franchise fees during the third quarter for hurricane-impacted associates.

~~Annual Dues~~

Revenue from annual dues increased primarily due to an increase in agent count in the U.S. and Canada. Revenue from annual dues is not affected by our acquisitions of Independent Regions because agents in the U.S. and Canadian Independent Regions already pay annual dues to us in the same amounts as agents in Company-owned regions.

~~Broker Fees~~

Revenue from broker fees increased primarily due to the acquisitions of the 2016 Acquired Regions, which contributed a $1.2 million increase, as well as organic growth of $0.4 million driven primarily by rising average home prices and agent count growth which contributed to a reduction in the mix of home sale transactions completed by agents that do not pay broker fees. Additionally, the Company waived approximately $0.5 million of broker fees during the third quarter for hurricane-impacted associates.

~~Franchise Sales and Other Franchise Revenue~~

Franchise sales and other franchise revenue decreased primarily due to a decrease in revenue recognized from preferred marketing arrangements and a reduction in franchise sales. These decreases were partially offset by increases in master franchise sales.

prior year.

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Operating Expenses

A summary of the components of our operating expenses ~~for the three months ended September 30, 2017 and 2016~~ is as ~~follows:~~follows (in thousands, except percentages):


	Three Months Ended						Change
	September 30,						Favorable/(Unfavorable)
	2021			2020			$		%
Operating expenses:
Selling, operating and administrative expenses	$	51,099		$	28,216		$	(22,883)	(81.1)	%
Marketing Funds expenses		23,269			17,290			(5,979)	(34.6)	%
Depreciation and amortization ⁽¹⁾		8,582			6,730			(1,852)	(27.5)	%
Settlement and impairment charges		45,623			7,902			(37,721)	(477.4)	%
Total operating expenses	$	128,573		$	60,138		$	(68,435)	(113.8)	%
Percent of revenue		141.3	%		84.6	%

Three Months Ended

Change

September 30,

Favorable/(Unfavorable)


2017

2016

$

%

(in thousands, except percentages)

Operating expenses:

Selling, operating and administrative expenses

$
31,832

$
20,539

$
(11,293)

(55.0)
%
Depreciation and amortization

4,286

3,889

(397)

(10.2)
%
Loss (gain) on sale or disposition of assets, net

451

(11)

(462)

n/a

Total operating expenses

$
36,569

$
24,417

$
(12,152)

(49.8)
%
Percent of revenue

74.1
%

53.6
%

~~Selling, Operating and Administrative Expenses~~

(1)	Prior year amounts have been adjusted to reflect the immaterial correction of amortization for certain acquired Independent Regions. See Note 13, Immaterial Corrections to Prior Period Financial Statements for additional information.

Selling, operating and administrative expenses ~~primarily consisted~~consists of personnel costs, professional fee expenses, ~~rent and related facility operations expense (including losses on subleases)~~lease costs and other expenses. Other expenses within Selling, operating and administrative expenses include certain marketing and production costs that are not paid by ~~our related party advertising funds,~~the Marketing Funds, including travel and entertainment costs, and costs associated with our annual conventions in the U.S. and other ~~events.~~

~~A summary of the components of our selling, operating~~events and ~~administrative expenses for the three months ended September 30, 2017 and 2016 is as follows:~~technology services.


	Three Months Ended						Change
	September 30,						Favorable/(Unfavorable)
	2017			2016			$		%
	(in thousands, except percentages)

											Three Months Ended						Change
											September 30,						Favorable/(Unfavorable)
											2021			2020			$		%
Selling, operating and administrative expenses:
Personnel	$	11,981		$	9,729		$	(2,252)	(23.1)	%	$	30,306		$	16,613		$	(13,693)	(82.4)	%
Professional fees		3,855			2,702			(1,153)	(42.7)	%		8,848			3,530			(5,318)	(150.7)	%
Rent and related facility operations		5,877			2,139			(3,738)	n/a
Lease costs												2,137			2,296			159	6.9	%
Other		10,119			5,969			(4,150)	(69.5)	%		9,808			5,777			(4,031)	(69.8)	%
Total selling, operating and administrative expenses	$	31,832		$	20,539		$	(11,293)	(55.0)	%	$	51,099		$	28,216		$	(22,883)	(81.1)	%
Percent of revenue		64.5	%		45.1	%						56.2	%		39.7	%

Total ~~selling,~~Selling, operating and administrative expenses increased as follows:

●

Personnel costs increased primarily due to ~~personnel investments~~higher equity-based compensation expense, including from recent acquisitions (see Note 11, Equity-Based Compensation) and increased headcount largely from acquisitions. Personnel costs were also higher due to ~~support Motto~~costs associated with acquiring and integrating new companies (primarily severance) and the ~~2016 Acquired Regions as well as an increase~~elimination of the corporate bonus and the suspension of the 401(k) match in ~~charges for certain employee benefits.~~

the prior year.

●

Professional fees increased primarily due to ~~costs incurred~~an increase in ~~connection with litigation~~acquisition related expenses, primarily related to ~~our 2013 acquisition of the net assets of~~ ~~Tails.~~

advisor, legal, accounting and tax fees from acquiring INTEGRA.

●

~~Rent and related facility operations increased primarily due to a loss recognized related to subleasing a portion of our corporate office building. See Note 13,~~ ~~Commitments and Contingencies~~ ~~for additional information.~~

Other selling, operating and administrative expenses increased primarily due to ~~a net charge of $2.6 million incurred~~increased investments in ~~connection with a litigation settlement~~technology, higher travel and events expenses and higher acquisition related ~~to our 2013 acquisition of the net assets of Tails and~~ expenses, ~~incurred related to Motto, the 2016 Acquired Regions and the refresh of the RE/MAX brand,~~ partially offset by ~~a decrease in~~lower bad debt expense ~~related to the termination of a preferred marketing arrangement in 2016.~~

driven by improved collections.

Marketing Funds Expenses

~~Table~~We recognize an equal and offsetting amount of ~~Contents~~

expenses to revenue such that there is no impact to our overall profitability.

Depreciation and Amortization

Depreciation and amortization expense increased primarily due to new amortization ~~expense~~ related to our acquisitions and placing internally developed software into service. Prior year amounts have been adjusted to reflect the ~~franchise agreements~~immaterial correction of amortization for certain acquired Independent Regions. See Note 13, Immaterial Corrections to Prior Period Financial Statements for additional information.

Table of Contents

Settlement and Impairment Charges

Loss on Contract Settlement

We recorded a $40.5 million loss on our contractual relationship with INTEGRA which was settled with the ~~2016 Acquired Regions, partially offset~~acquisition of INTEGRA. The loss represents the fair value of the difference between the historical contractual rates paid by ~~certain acquired franchise agreements reaching~~INTEGRA and the ~~end~~current market rate. The loss is recorded in “Settlement and impairment charges” in the accompanying Condensed Consolidated Statements of ~~their contractual term and an adjustment recorded related to finalizing the purchase price for certain acquisitions.~~Income (Loss). See Note 5, Acquisitions ~~and Dispositions~~for additional ~~information.~~ information about our acquisition.

~~Loss (gain) on sale or disposition of assets, net~~Impairment Charge - Goodwill

~~The change in loss (gain) on sale or disposition of assets, net was primarily due to the $463,000 loss recognized during~~During the third quarter of ~~2017 for an estimated final settlement of certain provisions~~2021, we identified impairment indicators associated with the First reporting unit in the Real Estate segment, primarily lower than expected adoption rates of the ~~asset sale agreement related~~technology, resulting in downward revisions to long-term forecasts which is a significant input in the ~~December~~fair value of the reporting unit. Therefore, we performed an interim impairment test as of August 31, ~~2015 disposition~~2021 on the goodwill of ~~Sacagawea, LLC d/b/~~the First reporting unit and recorded a ~~RE/MAX Equity Group (“RE/MAX Equity Group”).~~non-cash impairment charge of $5.1 million.

Impairment Charge - Leased Assets

During the third quarter of 2020, we began executing on a plan to both refresh our corporate headquarters and sublease space made available through the refresh. As a result, we performed an impairment test on the portion of our headquarters we intend to sublease and recognized an impairment charge of $7.9 million. See Note 5, ~~Acquisitions and Dispositions~~ 2, Summary of Significant Accounting Policiesfor additional ~~information.~~ information about our leases.

Other Expenses, Net

A summary of the components of our ~~other~~Other expenses, net is as follows (in thousands, except percentages):


	Three Months Ended						Change
	September 30,						Favorable/(Unfavorable)
	2021			2020			$		%
Other expenses, net:
Interest expense	$	(3,315)		$	(2,159)		$	(1,156)	53.5	%
Interest income		19			25			(6)	(24.0)	%
Foreign currency transaction gains (losses)		(435)			94			(529)	n/m	%
Loss on early extinguishment of debt		(264)			—			(264)	n/m	%
Total other expenses, net	$	(3,995)		$	(2,040)		$	(1,955)	95.8	%
Percent of revenue		4.4	%		2.9	%

n/m - not meaningful

Other expenses, net increased primarily due to an increase in interest expense and loss on extinguishment of debt because of the refinance and increase of our Senior Secured Credit Facility (see Note 8, Debt, for more information). Foreign currency transaction gains (losses) are primarily the result of transactions denominated in the Canadian Dollar.

Provision for Income Taxes

Our effective income tax rate decreased to (1.9)% from 23.1% for the three months ended September 30, ~~2017~~2021 and ~~2016, is as follows:~~

Three Months Ended

Change

September 30,

Favorable/(Unfavorable)


2017

2016

$

%

(in thousands, except percentages)

Other expenses, net:

Interest expense

$
(2,598)

$
(2,121)

$
(477)

(22.5)
%
Interest income

145

32

113

n/a

Foreign currency transaction gain (loss)

273

(115)

388

n/a

Total other expenses, net

$
(2,180)

$
(2,204)

$
24

1.1
%
Percent of revenue

4.4
%

4.8
%

Other expenses, net remained relatively flat. Interest expense increased as a result of a higher principal balance of term loans outstanding under our 2016 Senior Secured Credit Facility, which replaced our 2013 Senior Secured Credit facility2020, respectively, primarily driven by the $40.5 million loss on ~~December 15, 2016, offset by an increase in foreign currency transaction gains (losses) primarily due to the strengthening of the Canadian dollar against the U.S. dollar.~~

~~Provision for~~ contract settlement that has no tax provision (see Note 10, Income Taxes

~~Our effective income tax rate increased to 29.1% from 24.5%~~ for the three months ended September 30, 2017 and 2016, respectively. The increase in the effective tax rate was primarily due to a Canadian branch tax assessment on a significant distribution of cash from our Western Canada subsidiary to the United States which occurred during the third quarter of 2017.additional information). Our effective income tax rate depends on many factors, including a rate benefit attributable to the fact that the portion of RMCO’s earnings attributable to the non-controlling interests are not subject to corporate-level taxes because RMCO is classified as a partnership for U.S. federal income tax purposes and therefore is treated as a ~~“flow through~~“flow-through entity,” as well as annual changes in state and foreign income tax rates. See Note 3, Non-controlling Interest to the accompanying unaudited condensed consolidated financial statements for further details on the allocation of income taxes between ~~RE/MAX~~ Holdings and the non-controlling ~~interest.~~

~~Net~~ interest and see Note 10, Income ~~Attributable to Non-controlling Interest~~

Net income attributable to non-controlling interest, which represents the portion of earnings attributable to the economic interest in RMCO held by RIHI, decreased $3.8 million primarily due to a decrease in RMCO’s net income during the three months ended September 30, 2017 compared to September 30, 2016.

Taxes for additional information.

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Table of Contents

Adjusted EBITDA

See “—Non-GAAP Financial Measures” for our definition of Adjusted EBITDA and for further discussion of our presentation of Adjusted EBITDA as well as a reconciliation of Adjusted EBITDA to net income (loss), which is the most comparable GAAP measure for operating performance.

Adjusted EBITDA was ~~$25.8~~$35.0 million for the three months ended September 30, ~~2017,~~2021, an increase of ~~$0.3~~$4.6 million from the comparable prior year period. Adjusted EBITDA increased primarily due to ~~$2.9 million in~~ contributions from the ~~2016 Acquired Regions~~INTEGRA acquisition, fewer agent recruiting initiatives in the current year and ~~agent count growth,~~higher Broker fees revenue, partially offset by higher ~~operating expenses related~~personnel costs due to ~~Motto, certain employee benefits~~headcount increases and the ~~refresh~~elimination of the ~~RE/MAX brand. In addition, fee waivers for hurricane-impacted associates reduced Adjusted EBITDA by approximately $1.7 million.~~ corporate bonus and the suspension of the 401(k) match in the prior year.

Comparison of the Nine Months Ended September 30, ~~2017~~2021 and ~~2016~~2020

Revenue

A summary of the components of our revenue ~~for~~is as follows (in thousands except percentages):


	Nine Months Ended				Change
	September 30,				Favorable/(Unfavorable)
	2021		2020		$		%
Revenue:
Continuing franchise fees	$	84,793	$	65,220	$	19,573	30.0	%
Annual dues		26,508		26,304		204	0.8	%
Broker fees		48,651		35,327		13,324	37.7	%
Marketing Funds fees		59,456		46,577		12,879	27.7	%
Franchise sales and other revenue		21,130		20,124		1,006	5.0	%
Total revenue	$	240,538	$	193,552	$	46,986	24.3	%

Consolidated revenue increased primarily due to contributions from acquisitions, temporary COVID-19 financial support initiatives introduced in the prior year, and an increase in Broker fees. Fewer agent recruiting initiatives in the current year and Motto expansion also contributed to growth, partially offset by lower event-based revenue and continued attrition of booj’s legacy customer base.

Continuing Franchise Fees

Revenue from Continuing franchise fees increased primarily due to temporary COVID-19 financial support initiatives introduced in the prior year, which included a waiver or discount of Continuing franchise fees, contributions from the acquisition of INTEGRA, fewer agent recruiting initiatives in the current year, Motto expansion and RE/MAX monthly fee increases. Beginning April 1, 2021, there was an average price increase of 3.8% in RE/MAX Continuing franchise fees in most of our U.S. Company-Owned regions.

Broker Fees

Revenue from Broker fees increased primarily due to rising home prices, higher total transactions per agent and contributions from the acquisition of INTEGRA.

Marketing Funds fees

Revenue from the Marketing Funds fees increased primarily due to temporary COVID-19 financial support initiatives introduced in the prior year, which included a waiver or discount of Marketing Funds fees, contributions from the acquisition of INTEGRA and fewer agent recruiting initiatives in the current year.

Franchise Sales and Other Revenue

Franchise sales and other revenue increased primarily due to incremental revenue from our 2020 acquisitions, partially offset by lower event-based revenue due to our 2021 annual agent conference having limited in-person attendance due to COVID-19 restrictions and continued attrition of booj’s legacy customer base. The attrition of the booj legacy customer base negatively impacted the nine months ended September 30, ~~2017 and 2016 is as follows:~~

Nine Months Ended

Change

September 30,

Favorable/(Unfavorable)


2017

2016

$

%

(in thousands, except percentages)

Revenue:

Continuing franchise fees

$
69,298

$
59,691

$
9,607

16.1
%
Annual dues

25,148

24,271

877

3.6
%
Broker fees

32,914

28,102

4,812

17.1
%
Franchise sales and other franchise revenue

19,065

19,704

(639)

(3.2)
%
Brokerage revenue

—

112

(112)

n/a

Total revenue

$
146,425

$
131,880

$
14,545

11.0
%

Consolidated revenue increased primarily due to the acquisitions of the 2016 Acquired Regions, which added $10.2 million or 7.7%. Organic growth increased revenue $4.3 million or 3.3% primarily due to agent count increases and July 1, 2016 fee increases in our Company-owned Regions, offset2021 by ~~a decrease in revenue recognized from preferred marketing arrangements and the impact of waiving approximately~~ $1.7 ~~million of continuing franchise fees and broker fees during the third quarter for hurricane-impacted associates.~~

~~Continuing Franchise Fees~~

Revenue from continuing franchise fees increased primarily as a result of contributions from the 2016 Acquired Regions, which added $6.5 million or 10.8%, an increase of $1.1 million as a result of July 1, 2016 fee increases in our Company-owned Regions and an increase of $1.8 million due to agent count growth. Additionally, the Company waived approximately $1.1 million of continuing franchise fees for hurricane-impacted associates.

~~Annual Dues~~

~~Broker Fees~~

Revenue from broker fees increased primarily due to the acquisition of the 2016 Acquired Regions, which contributed a $3.2 million increase, as well as organic growth of $1.6 million driven primarily by rising average home prices and agentmillion.

3432

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count growth which contributed to a reduction in the mix of home sale transactions completed by agents that do not pay broker fees. Additionally, the Company waived approximately $0.5 million of broker fees for hurricane-impacted associates.

~~Franchise Sales and Other Franchise Revenue~~

Operating Expenses

A summary of the components of our operating expenses ~~for the nine months ended September 30, 2017 and 2016~~ is as ~~follows:~~follows (in thousands, except percentages):


	Nine Months Ended						Change
	September 30,						Favorable/(Unfavorable)
	2021			2020			$		%
Operating expenses:
Selling, operating and administrative expenses	$	133,591		$	88,241		$	(45,350)	(51.4)	%
Marketing Funds expenses		59,456			46,577			(12,879)	(27.7)	%
Depreciation and amortization⁽¹⁾		22,236			19,154			(3,082)	(16.1)	%
Settlement and impairment charges		45,623			7,902			(37,721)	(477.4)	%
Total operating expenses	$	260,906		$	161,874		$	(99,032)	(61.2)	%
Percent of revenue		108.5	%		83.6	%

Nine Months Ended

Change

September 30,

Favorable/(Unfavorable)


2017

2016

$

%

(in thousands, except percentages)

Operating expenses:

Selling, operating and administrative expenses

$
79,263

$
62,866

$
(16,397)

(26.1)
%
Depreciation and amortization

15,678

11,482

(4,196)

(36.5)
%
Loss on sale or disposition of assets, net

426

85

(341)

n/a

Total operating expenses

$
95,367

$
74,433

$
(20,934)

(28.1)
%
Percent of revenue

65.1
%

56.4
%

(1)	Prior year amounts have been adjusted to reflect the immaterial correction of amortization for certain acquired Independent Regions. See Note 13, Immaterial Corrections to Prior Period Financial Statements for additional information.

Selling, ~~Operating and Administrative Expenses~~

~~A summary of the components of our selling,~~ operating and administrative expenses ~~for~~consists of personnel costs, professional fee expenses, lease costs and other expenses. Other expenses within Selling, operating and administrative expenses include certain marketing and production costs that are not paid by the ~~nine months ended September 30, 2017~~Marketing Funds, including travel and ~~2016 is as follows:~~entertainment costs, and costs associated with our annual conventions in the U.S. and other events and technology services.


	Nine Months Ended						Change
	September 30,						Favorable/(Unfavorable)
	2017			2016			$		%
	(in thousands, except percentages)

											Nine Months Ended						Change
											September 30,						Favorable/(Unfavorable)
											2021			2020			$		%
Selling, operating and administrative expenses:
Personnel	$	33,582		$	31,040		$	(2,542)	(8.2)	%	$	81,322		$	47,419		$	(33,903)	(71.5)	%
Professional fees		10,354			7,269			(3,085)	(42.4)	%		19,719			9,370			(10,349)	(110.4)	%
Rent and related facility operations		10,398			6,513			(3,885)	(59.6)	%
Lease costs												6,258			6,899			641	9.3	%
Other		24,929			18,044			(6,885)	(38.2)	%		26,292			24,553			(1,739)	(7.1)	%
Total selling, operating and administrative expenses	$	79,263		$	62,866		$	(16,397)	(26.1)	%	$	133,591		$	88,241		$	(45,350)	(51.4)	%
Percent of revenue		54.1	%		47.7	%						55.5	%		45.6	%

Total ~~selling,~~Selling, operating and administrative expenses increased as follows:

●

~~Personnel~~Personnel costs increased primarily due to personnel investments to support Motto and the 2016 Acquired Regions as well as an increase in charges for certain employee benefits, partially offset by severance and other related expenses recognizedhigher equity-based compensation expense, largely from acquisitions in the prior ~~year.~~

year and including $5.5 million driven by the acceleration of certain awards (see Note 11, Equity-Based Compensation). In addition, increased headcount largely from acquisitions and higher personnel costs due to the elimination of the corporate bonus in the prior year also contributed to the increase.

●

Professional fees increased primarily due to ~~legal fees most of which~~an increase in acquisition related expenses, primarily related to ~~litigation involving our 2013 acquisition of the net assets of~~ ~~Tails as well as costs incurred~~advisor, legal, accounting and tax fees from acquiring INTEGRA. Legal fees also increased including fees related to the ~~launch~~Moehrl-related suits (See section titled “Legal Proceedings,” set forth in Part II, Item 1 of ~~Motto.~~

this Quarterly Report on Form 10-Q).

●

~~Rent and related facility operations increased primarily due to a loss recognized~~ ~~related to subleasing a portion of our corporate office building. See Note 13,~~ ~~Commitments and Contingencies~~ ~~for additional information.~~

Other selling, operating and administrative expenses increased primarily due to ~~a net charge of $2.6 million incurred~~increased investments in ~~connection~~technology, new costs associated with ~~a litigation settlement~~acquisitions, higher travel and events expenses and acquisition related ~~to our 2013 acquisition of the net assets of Tails and~~ expenses, ~~incurred related to the 2016 Acquired Regions, Motto, the refresh of the RE/MAX brand, the 2017 annual convention and investments to support our technology infrastructure. These increases were~~ partially offset by ~~a decrease in~~lower bad debt expense ~~related the termination of a preferred marketing arrangement in 2016.~~

driven by improved collections and lower expenses for our annual agent conference.

Marketing Funds Expenses

We recognize an equal and offsetting amount of expenses to revenue such that there is no impact to our overall profitability.

Depreciation and Amortization

Depreciation and amortization expense increased primarily due to new amortization ~~expense~~ related to our acquisitions and placing internally developed software into service. Prior year amounts have been adjusted to reflect the ~~franchise agreements acquired with the 2016 Acquired Regions, partially offset by~~immaterial

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correction of amortization for certain acquired ~~franchise agreements reaching~~Independent Regions. See Note 13, Immaterial Corrections to Prior Period Financial Statements for additional information.

Settlement and Impairment Charges

See the ~~end~~discussion of ~~their contractual term.~~

~~Loss on sale or disposition~~the Results of ~~assets, net~~

~~Loss on sale or disposition of assets, net increased primarily due to~~Operations for the ~~$463,000 loss recognized during the nine~~three months ended September 30, ~~2017~~2021 and 2020 for ~~an estimated final settlement of certain provisions~~a discussion of the ~~asset sale agreement related to the December 31, 2015 disposition of RE/MAX Equity Group. See Note 5,~~ ~~Acquisitions and Dispositions~~ ~~for additional information.~~ impairment charges.

Other Expenses, Net

A summary of the components of our ~~other~~Other expenses, net is as follows (in thousands, except percentages):


	Nine Months Ended						Change
	September 30,						Favorable/(Unfavorable)
	2021			2020			$		%
Other expenses, net:
Interest expense	$	(7,537)		$	(7,028)		$	(509)	7.2	%
Interest income		201			328			(127)	(38.7)	%
Foreign currency transaction gains (losses)		(818)			(75)			(743)	n/m	%
Loss on early extinguishment of debt		(264)			—			(264)	n/m	%
Total other expenses, net	$	(8,418)		$	(6,775)		$	(1,643)	24.3	%
Percent of revenue		3.5	%		3.5	%

n/m - not meaningful

Other expenses, net increased due to an increase in interest expense and loss on extinguishment of debt because of the refinance and increase of our Senior Secured Credit Facility (see Note 8, Debt, for more information) and lower interest earnings on our cash balances from lower interest rates. Foreign currency transaction gains (losses) are primarily the result of transactions denominated in the Canadian Dollar.

Provision for Income Taxes

Our effective income tax rate decreased to (5.1)% from 26.4% for the nine months ended September 30, ~~2017~~2021 and ~~2016, is as follows:~~

Nine Months Ended

Change

September 30,

Favorable/(Unfavorable)


2017

2016

$

%

(in thousands, except percentages)

Other expenses, net:

Interest expense

$
(7,414)

$
(6,493)

$
(921)

(14.2)
%
Interest income

195

118

77

(65.3)

Foreign currency transaction gain

289

69

220

n/a

Loss on early extinguishment of debt

—

(136)

136

n/a

Total other expenses, net

$
(6,930)

$
(6,442)

$
(488)

(7.6)
%
Percent of revenue

4.7
%

4.9
%

~~Other expenses, net increased mainly due~~2020, respectively, primarily driven by (a) the $40.5 million loss on contract settlement that has no tax provision and (b) decreases in 2021 related to ~~higher interest expense as a result~~the settlement of ~~an increase in the principal balance of term debt outstanding under our 2016 Senior Secured Credit Facility, which replaced our 2013 Senior Secured Credit facility on December 15, 2016.~~

~~Provision for~~ uncertain tax positions (see Note 10, Income Taxes

~~Our effective income tax rate increased to 24.7% from 23.9%~~ for ~~the nine months ended September 30, 2017 and 2016, respectively.~~additional information). Our effective income tax rate depends on many factors, including a rate benefit attributable to the fact that the portion of RMCO’s earnings attributable to the non-controlling interests are not subject to corporate-level taxes because RMCO is classified as a partnership for U.S. federal income tax purposes and therefore is treated as a ~~“flow through~~“flow-through entity,” as well as annual changes in state and foreign income tax rates. See Note 3, Non-controlling Interest to the accompanying unaudited condensed consolidated financial statements for further details on the allocation of income taxes between ~~RE/MAX~~ Holdings and the non-controlling ~~interest.~~interest and see Note 10, Income Taxes for additional information.

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~~Net Income Attributable to Non-controlling Interest~~

Net income attributable to non-controlling interest, which represents the portion of earnings attributable to the economic interest in RMCO held by RIHI, decreased $3.3 million primarily due to a decrease in RMCO’s net income during the nine months ended September 30, 2017 compared to September 30, 2016.

Adjusted EBITDA

Adjusted EBITDA was ~~$77.4~~$88.6 million for the nine months ended September 30, ~~2017,~~2021, an increase of ~~$5.9~~$19.8 million from the comparable prior year period. Adjusted EBITDA increased primarily ~~increased~~ due to ~~$8.1 million~~higher Broker fees revenue, temporary COVID-19 financial support initiatives introduced in the prior year, fewer agent recruiting initiatives in the current year and lower bad debt expense from improved collections and net contributions from ~~the 2016 Acquired Regions, agent count growth, July 1, 2016 fee increases in our Company-owned Regions and an increase in master franchise sales.~~

~~These increases are~~acquisitions, partially offset by higher ~~operating expenses related~~personnel costs due to ~~Motto, certain employee benefits,~~ the ~~refresh~~elimination of the ~~RE/MAX brand, litigation~~corporate bonus in the prior year and ~~a reduction in revenue recognized for preferred marketing arrangements. In addition, fee waivers granted for hurricane-impacted associates reduced Adjusted EBITDA by approximately $1.7 million.~~ headcount increases.

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Non-GAAP Financial Measures

The Securities and Exchange Commission (“SEC”) has adopted rules to regulate the use in filings with the SEC and in public disclosures of financial measures that are not in accordance with U.S. GAAP, such as Adjusted EBITDA and the ratios related thereto. These measures are derived on the basis of methodologies other than in accordance with U.S. GAAP.

We define Adjusted EBITDA as EBITDA (consolidated net income (loss) before depreciation and amortization, interest expense, interest income and the provision for income taxes, each of which is presented in our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q), adjusted for the impact of the following items that are either non-cash or that we do not consider representative of our ongoing operating performance: ~~loss~~gain or ~~gain~~loss on sale or disposition of assets, settlement and ~~sublease, loss on early extinguishment of debt,~~impairment charges, equity-based compensation expense, ~~professional fees~~acquisition-related expense, gain or losses from changes in the tax receivable agreement liability, expense or income related to changes in the estimated fair value measurement of contingent consideration and certain expenses incurred in connection with the issuance of Class A common stock as a result of RIHI’s redemption of common units in RMCO and acquisition related expenses. During the first quarter of 2017, we revised our definition of Adjusted EBITDA to better reflect the performance of our business and comply with SEC guidance. We now adjust for equity-based compensation expense and no longer adjust for straight-line rent expense and severance related expenses. Adjusted EBITDA was revised in prior periods to reflect this change for consistency in presentation. other non-recurring items.

~~Because~~As Adjusted EBITDA omits certain non-cash items and other non-recurring cash charges or other items, we believe that it is less susceptible to variances that affect our operating performance resulting from depreciation, amortization and other non-cash and non-recurring cash charges or other items. We present Adjusted EBITDA, and the related Adjusted EBITDA margin, because we believe they are useful as supplemental measures in evaluating the performance of our operating businesses and provides greater transparency into our results of operations. Our management uses Adjusted EBITDA and Adjusted EBITDA margin as factors in evaluating the performance of our business.

Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical tools, and you should not consider these measures either in isolation or as a substitute for analyzing our results as reported under U.S. GAAP. Some of these limitations are:

●

these measures do not reflect changes in, or cash requirements for, our working capital needs;

●

these measures do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments on our debt;

●

these measures do not reflect our income tax expense or the cash requirements to pay our taxes;

●

these measures do not reflect the cash requirements to pay dividends to stockholders of our Class A common stock and tax and other cash distributions to our non-controlling unitholders;

●

these measures do not reflect the cash requirements ~~to pay RIHI and Oberndorf~~ pursuant to the ~~TRAs;~~

Tax Receivable Agreements (“TRAs”);

●

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often require replacement in the future, and these measures do not reflect any cash requirements for such replacements;

●

although equity-based compensation is a non-cash charge, the issuance of equity-based awards may have a dilutive impact on earnings per share; and

●

other companies may calculate these measures differently, so similarly named measures may not be comparable.

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A reconciliation of Adjusted EBITDA to net income ~~for our consolidated results for the three and nine months ended September 30, 2017 and 2016~~(loss) is set forth in the following ~~table:~~table (in thousands):

Three Months Ended

Nine Months Ended

September 30,

September 30,


2017

2016

2017

2016

(in thousands)
Net income

$
7,537

$
14,306

$
33,245

$
38,829
Depreciation and amortization

4,286

3,889

15,678

11,482
Interest expense

2,598

2,121

7,414

6,493
Interest income

(145)

(32)

(195)

(118)
Provision for income taxes

3,091

4,632

10,883

12,176
EBITDA

17,367

24,916

67,025

68,862
Loss (gain) on sale or disposition of assets and sublease, net (1)

3,980

(99)

3,859

(175)
Loss on early extinguishment of debt

—

—

—

136
Equity-based compensation expense

868

501

2,161

1,812
Public offering related expenses

—

—

—

193
Acquisition related expenses (2)

3,566

169

4,398

699
Adjusted EBITDA (3)

$
25,781

$
25,487

$
77,443

$
71,527


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Net income (loss) ⁽¹⁾	$	(42,363)	$	6,838	$	(30,240)	$	18,319
Depreciation and amortization ⁽¹⁾		8,582		6,730		22,236		19,154
Interest expense		3,315		2,159		7,537		7,028
Interest income		(19)		(25)		(201)		(328)
Provision for income taxes		792		2,057		1,454		6,584
EBITDA		(29,693)		17,759		786		50,757
(Gain) loss on sale or disposition of assets		—		(11)		(10)		(33)
Loss on contract settlement ⁽²⁾		40,500		—		40,500		—
Loss on extinguishment of debt ⁽³⁾		264		—		264		—
Impairment charge - leased assets ⁽⁴⁾		—		7,902		—		7,902
Impairment charge - goodwill ⁽⁵⁾		5,123		—		5,123		—
Equity-based compensation expense		9,008		3,414		27,315		8,347
Acquisition-related expense⁽⁶⁾		9,432		1,021		14,303		1,915
Fair value adjustments to contingent consideration⁽⁷⁾		320		250		330		(105)
Adjusted EBITDA	$	34,954	$	30,335	$	88,611	$	68,783

(1)

~~(1)~~

~~Represents loss (gain) on~~Prior year amounts have been adjusted to reflect the ~~sale or disposition of assets as well as the losses (gains) on the sublease of a portion of our corporate headquarters office building.~~

~~(2)~~

Acquisition related expenses include fees incurred in connection with our acquisition and integration of certain assets of Tails in October 2013, the six independent regions that were acquired during 2016 (New York, Alaska, New Jersey, Georgia, Kentucky/Tennessee and Southern Ohio) and Motto. Costs include legal, accounting and advisory fees, consulting fees for integration services, and litigation settlement and fees specific to Tails.

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~~(3)~~

~~Below is a reconciliation of Adjusted EBITDA as previously reported to Adjusted EBITDA as currently reported:~~

Three Months Ended

Nine Months Ended

September 30, 2016

September 30, 2016
Adjusted EBITDA as previously reported

$
25,955

$
72,262
Equity-based compensation expense

501

1,812
Straight-line rent expense (a)

(169)

(580)
Severance related expenses (b)

(586)

(1,500)
Immaterial correction (c)

(214)

(467)
Adjusted EBITDA as currently reported

$
25,487

$
71,527

~~(a)~~

~~Represents the charge to appropriately record rent expense on a straight-line basis over the term of the lease arrangement taking into consideration escalation in monthly cash payments.~~

~~(b)~~

~~Includes severance and other related expenses due to organizational changes in our executive leadership.~~

~~(c)~~

~~Prior period amounts reflect an~~ immaterial correction ~~recorded~~of amortization for ~~the three and nine months ended September 30, 2016.~~certain acquired Independent Regions. See Note ~~15,~~ 13, Immaterial Corrections to Prior Period Financial Statements for additional information.

(2)	Represents the effective settlement of the pre-existing master franchise agreement with INTEGRA that was recognized with the acquisition. See Note 5, Acquisitions for additional information.

(3)	The loss was recognized in connection with the amended and restated Senior Secured Credit Facility. See Note 8, Debt for additional information.

(4)	Represents the impairment recognized on a portion of the Company’s corporate headquarters office building in the prior year. See Note 2, Summary of Significant Accounting Policies for additional information.

(5)	Lower than expected adoption rates of the First technology resulted in downward revisions to long-term forecasts, resulting in an impairment charge to the First reporting unit goodwill. See Note 6, Intangible Assets and Goodwill for additional information.

(6)	Acquisition-related expense includes personnel, legal, accounting, advisory and consulting fees incurred in connection with the evaluation, due diligence, execution and integration of acquisitions.

(7)

Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities. See Note 9, Fair Value Measurements to the accompanying unaudited condensed consolidated financial statements for additional information.

Liquidity and Capital Resources

Overview of Factors Affecting Our Liquidity

Our liquidity position ~~has been positively~~is affected by the growth of our agent base and ~~improving~~ conditions in the real estate market. In this regard, our short-term liquidity position from time to time has been, and will continue to be, affected by ~~the number of~~several factors including agents in the RE/MAX ~~network.~~network, particularly in Company-Owned Regions. Our cash flows are primarily related to the timing of:

(i)

cash receipt of revenues;

(ii)

payment of selling, operating and administrative expenses;

(iii)

investments in technology and Motto;

(iv)

cash consideration for acquisitions and acquisition-related expenses;

~~(iv)~~

(v)

principal payments and related interest payments on our ~~2016 Senior Secured Credit Facility and 2013~~ Senior Secured Credit Facility;

~~(v)~~

(vi)

dividend payments to stockholders of our Class A common stock;

~~(vi)~~

(vii)

distributions and other payments to non-controlling unitholders pursuant to the terms of RMCO’s ~~fourth amended and restated~~ limited liability company operating agreement (“the ~~New~~ RMCO, LLC Agreement”);

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~~(vii)~~

(viii)

corporate tax payments paid by the Company; and

~~(viii)~~

(ix)

payments to the TRA ~~Parties~~parties pursuant to the TRAs.

We have satisfied these needs primarily through our existing cash balances, cash generated by our operations and funds available under our ~~2016~~ Senior Secured Credit Facility. We may also utilize our Senior Secured Credit Facility, and we may pursue other sources of capital that may include other forms of external financing, such as additional financing in the public capital markets, in order to increase our cash position and preserve financial flexibility as needs arise.

Financing Resources

~~On December 15, 2016,~~RMCO and RE/MAX, LLC, a wholly owned subsidiary of RMCO, ~~entered into~~have a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and various lenders party thereto (the ~~“2016 Senior~~“Senior Secured Credit Facility”)~~, which~~. On July 21, 2021, we amended and restated ~~the 2013 Senior Secured Credit Facility. The 2016~~our Senior Secured Credit Facility to fund the acquisition of INTEGRA and refinance our existing facility. The revised facility provides tofor a seven-year $460.0 million term loan facility and a five-year $50.0 million revolving loan facility. The revised facility also provides for incremental facilities under which RE/MAX, LLC ~~$235.0~~may request to add one or more tranches of term facilities or increase any then existing credit facility in the aggregate principal amount of up to $100 million ~~in term loans~~(or a higher amount subject to the terms and ~~a $10.0 million revolving facility.~~ conditions of the Senior Secured Credit Facility), subject to lender participation.

The ~~2016~~ Senior Secured Credit Facility requires RE/MAX, LLC to repay term loans at $1.2 million per quarter. We are also required to repay the term loans and reduce revolving commitments with (i) 100.0% of proceeds of any incurrence of additional debt not permitted by the ~~2016~~ Senior Secured Credit Facility, (ii) 100.0% of proceeds of asset sales and 100.0% of amounts recovered under insurance policies, subject to certain exceptions and a reinvestment right and (iii) ~~50.0%~~50% of ~~excess cash flow~~Excess Cash Flow (or “ECF” as defined in the Senior Secured Credit Facility) at the end of the applicable fiscal year if

RE/MAX, LLC’s ~~total leverage ratio~~Total Leverage Ratio (or “TLR” as defined in the ~~2016~~ Senior Secured Credit ~~Facility~~Facility) is in excess of ~~3.25:1.00, with such percentage decreasing~~4.25:1. If the TLR as ~~RE/MAX, LLC’s leverage ratio decreases. The 2013 Senior Secured Credit Facility required RE/MAX, LLC to repay term loans with 50% of excess cash flow at the end~~ of the ~~applicable~~last day of such fiscal year is equal to or less than 4.25:1 but above 3.75:1, the repayment percentage is 25% of ECF and if ~~its total leverage ratio~~the TLR as ~~defined therein was in excess~~ of ~~2.50:1.00, with~~the last day of such ~~percentage decreasing as RE/MAX, LLC’s leverage ratio decreased.~~fiscal year is less than 3.75:1, no repayment from ECF is required.

The ~~2016~~ Senior Secured Credit Facility is guaranteed by RMCO ~~and RE/MAX of Western Canada (1998), LLC, a wholly owned subsidiary of RE/MAX, LLC,~~ and is secured by a lien on substantially all of the assets of ~~RMCO,~~ RE/MAX, LLC and ~~each guarantor.~~

Borrowings under the term loans and revolving loans accrue interest, at London Interbank Offered Rate (“LIBOR”), provided that LIBOR shall be no less than 0.75% plus a maximum applicable margin of 2.75%.

RE/MAX, LLC entered into the 2013 Senior Secured Credit Facility, which was paid off when RE/MAX, LLC amended and restated the 2013 Senior Secured Credit Facility by entering into the 2016 Senior Secured Credit Facility, in July 2013 with JPMorgan Chase Bank, N.A., as administrative agent, and various lenders party thereto. Under the 2013 Senior Secured Credit Facility, RE/MAX, LLC borrowed $230.0 million in term loans and had a revolving line of credit available of up to $10.0 million. other operating companies.

The ~~2016 Senior Secured Credit Facility, like the 2013~~ Senior Secured Credit Facility provides for customary restrictions on, among other things, additional indebtedness, liens, dispositions of property, dividends, transactions with affiliates and fundamental changes such as mergers, consolidations and liquidations. With certain exceptions, any default under any of our other agreements evidencing indebtedness in the amount of $15.0 million or more constitutes an event of default under the ~~2016 Senior Secured Credit Facility. Certain of the restrictions under the 2016 Senior Secured Credit Facility are less restrictive, as compared with the comparable terms in the 2013~~ Senior Secured Credit Facility.

~~The 2016~~Borrowings under the term loans and revolving loans accrue interest, at our option on (a) LIBOR, provided LIBOR shall be no less than 0.50% plus an applicable margin of 2.50% and, provided further that such rate shall be adjusted for reserve requirements for eurocurrency liabilities, if any (the “LIBOR Rate”) or (b) the greatest of (i) the prime rate as quoted by the Wall Street Journal, (ii) the NYFRB Rate (as defined in the Senior Secured Credit ~~Facility restricts~~Facility) plus 0.50% and (iii) the ~~aggregate acquisition consideration for permitted acquisitions,~~one-month Eurodollar Rate plus 1.00%, (such greatest rate, the “ABR”) plus, in ~~a situation in which RE/MAX, LLC would not be in pro forma compliance with a 3.5:1.0 total leverage ratio (based~~each case, an applicable margin of 1.50%. As of September 30, 2021, the interest rate on ~~how such~~the term ~~is defined therein),~~loan facility was 3.0%.

A commitment fee of 0.5% per annum (subject to ~~$100.0 million in any fiscal year. The 2016 Senior Secured Credit Facility also provides for incremental facilities, subject to lender participation, as long as~~reductions) accrues on the ~~total leverage ratio (calculated as net debt to EBITDA as defined therein) remains below 4.00:1.00.~~ amount of unutilized revolving line of credit.

As of September 30, ~~2017, RE/MAX, LLC~~2021, we had ~~$229.4~~$453.0 million of term loans outstanding, net of an unamortized discount and issuance costs, and no revolving loans outstanding under our ~~2016~~ Senior Secured Credit Facility. If any loan or other amounts are outstanding under the revolving line of credit, the 2016 Senior Secured Credit Facility requires compliance with a leverage ratio and an interest coverage ratio. A commitment fee of 0.5% per annum accrues on the amount of unutilized revolving line of credit.

Sources and Uses of Cash

As of September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, we had ~~$83.9~~$119.4 million and ~~$57.6~~$101.4 million, respectively, of cash and cash equivalents, of which approximately ~~$1.8~~$6.0 million and ~~$11.6~~$4.2 million, respectively, were denominated in foreign ~~currencies, respectively.~~

currencies.

The following table summarizes our cash flows from operating, investing, and financing ~~activities:~~activities (in thousands):


	Nine Months Ended
	September 30,
	2017		2016		Change
	(in thousands)

							Nine Months Ended
							September 30,
							2021		2020
Cash provided by (used in):
Operating activities	$	53,440	$	49,040	$	4,400	$	16,644	$	43,471
Investing activities		(1,781)		(21,067)		19,286		(192,471)		(15,202)
Financing activities		(26,408)		(36,577)		10,169		199,142		(27,070)
Effect of exchange rate changes on cash		1,076		373		703		54		(30)
Net change in cash and cash equivalents	$	26,327	$	(8,231)	$	34,558
Net change in cash, cash equivalents and restricted cash							$	23,369	$	1,169

Operating Activities

Cash provided by operating activities decreased primarily as a result of:

●

a decrease due to the loss on contract settlements of $40.5 million;

●

an increase in Adjusted EBITDA of $19.8 million;

●

a decrease due to higher tax payments of $7.5 million, primarily related to settlement of uncertain tax positions;

●

a decrease due to higher acquisition related costs, which are excluded from Adjusted EBITDA; and

●

timing differences on various operating assets and liabilities.

Investing Activities

During the nine months ended September 30, ~~2017,~~2021 the change in cash (used in) provided by ~~operating~~investing activities ~~increased~~was primarily ~~as a~~the result of ~~an increase~~the INTEGRA acquisition and work completed on our corporate headquarters refresh and higher capitalizable investments in ~~Adjusted EBITDA of $5.9 million. Also impacting cash flows from operating activities were:~~technology as compared to the prior year.

~~the February 2016 payment of $3.3 million to satisfy liabilities from a litigation settlement that did not recur in the current year period;~~

~~an increase of $6.0 million in cash paid pursuant to the terms of the TRAs in the current period; and~~

~~timing differences on various other operating assets and liabilities.~~

~~Investing~~Financing Activities

During the nine months ended September 30, ~~2017,~~2021 the change in cash ~~used in investing~~provided by (used in) financing activities ~~decreased~~was primarily ~~as a result of~~due to net cash received from the ~~acquisitions of RE/MAX of New York, RE/MAX of Alaska and Full House in 2016 and a reduction in the investments~~increase in our ~~information technology infrastructure.~~term loan, partially offset by an increase in payments related to tax withholding for vested share-based compensation.

~~Financing Activities~~Capital Allocation Priorities

~~During the nine months ended September 30, 2017 cash used in financing activities decreased as a result of:~~

~~a d~~ecrease of $12.7 million due to the excess cash flow prepayment made on the 2013 Senior Secured Credit Facility in March 2016 for which a similar payment was not made in 2017 pursuant to the revised terms of the 2016 Senior Secured Credit Facility, partially offset by

~~an increase of $1.7 million in cash paid to Class A common stockholders and non-controlling unitholders due to~~ our Board of Directors declaring a dividend of $0.18 per share on all outstanding shares of Class A common stock in the first three quarters of 2017 compared to a dividend of $0.15 per share on all outstanding shares of Class A common stock in the first three quarters of 2016.

~~Cash Priorities~~

Liquidity

Our objective is to maintain a strong liquidity position. We have existing cash balances, cash flows from operating activities, access to our revolving ~~line of credit~~facility and incremental facilities under our ~~2016~~ Senior Secured Credit Facility available to support the needs of our business. As needs arise, we may seek additional financing in the public capital markets.

Acquisitions

As part of our growth strategy, we may pursue ~~reacquisitions~~acquisitions of ~~regional franchise rights in~~ Independent Regions in the U.S. and Canada as well as additional acquisitions or investments in complementary businesses, services and technologies that would provide access to new markets, ~~or customers,~~revenue streams, or otherwise complement our existing operations. We ~~would~~may fund any such growth with various sources of capital including existing cash balances ~~funds generated~~and cash flow from operations, ~~and access to our revolving line of~~as well as proceeds from debt financings including under existing credit ~~and incremental~~ facilities ~~under our 2016 Senior Secured Credit Facility.~~ or new arrangements raised in the public capital markets.

Capital Expenditures

The total aggregate amount ~~paid~~ for purchases of property and equipment and ~~purchased and~~capitalization of developed software was ~~$1.7~~$12.1 million and ~~$3.2~~$4.6 million during the nine months ended September 30, ~~2017~~2021 and ~~2016,~~2020, respectively. ~~Amounts paid for purchases of property, equipment~~These amounts primarily relate to spend on our corporate headquarters refresh and ~~software primarily related to~~ investments in ~~our information technology infrastructure and leasehold improvements.~~technology. In order to expand our ~~technological capabilities,~~technology, we plan to continue to re-invest in our business in order to improve operational efficiencies and enhance the tools and services provided to the ~~franchisees and agents~~affiliates in our ~~network.~~networks. Total capital expenditures for ~~2017 is~~2021 are expected to be ~~approximately $2.2 million.~~between $15 million and $17 million as we continue with the corporate headquarters refresh and higher capitalizable investments. See Financial and Operational Highlights above for additional information.

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Return of Capital

~~Dividends~~

Return of capital to shareholders is one of our primary capital allocation priorities. Our Board of Directors declared and we paid quarterly cash dividends of ~~$0.18~~$0.23 per share on all outstanding shares of Class A common stock during the first ~~second and third quarter~~three quarters of ~~2017, as disclosed in Note 4,~~ ~~Earnings Per Share and Dividends~~.2021. On November ~~1, 2017,~~3, 2021, our Board of Directors declared a quarterly cash dividend of $0.18 per share on all outstanding shares of Class A common stock, which was paid on November 29, 2017 to stockholders of record at the close of business on November 15, 2017. On February 21, 2018, the Company’s Board of Directors declared a quarterly dividend of $0.20$0.23 per share on all outstanding shares of Class A common stock, which is payable on ~~March 21, 2018~~December 1, 2021 to stockholders of record at the close of business on ~~March 7, 2018. The declaration~~November 17, 2021. Future capital allocation decisions with respect to return of capital either in the form of additional future dividends, and, if declared, the amount of any such future dividend, or potentially in the form of share buybacks, will be subject to our actual future earnings and capital requirements and any amounts authorized will be at the discretion of our Board of ~~Directors; however, we currently intend to continue to pay a cash dividend on shares of Class A common stock on a quarterly basis.~~ Directors.

Distributions and Other Payments to Non-controlling Unitholders ~~(RIHI, Inc.)~~

~~Distributions to Non-Controlling Unitholders Pursuant to the New RMCO, LLC Agreement~~

As authorized by the New RMCO, LLC Agreement, RMCO makes cash distributions to its unitholders, RE/MAX Holdings and RIHI, also referred to as its members. In accordance with the New RMCO, LLC Agreement, distributions are required to be made by RMCO to its members on a pro-rata basis in accordance with each members’ ownership percentage in RMCO. These distributions have historically been either in the form of payments to cover its members’ estimated tax liabilities, dividend payments, or payments to ensure pro-rata distributions have occurred.

As a limited liability company (treated as a partnership for income tax purposes), RMCO does not incur significant domestic federal, state or local income taxes, as these taxes are primarily the obligations of its members. RMCO is generally required to distribute cash to its members to cover each member’s estimated tax liabilities, if any, with respect to their allocable share of RMCO earnings. Such distributions are required if any other distributions from RMCO (i.e., in the form of dividend payments) for the relevant period are otherwise insufficient to enable each member to cover its estimated tax liabilities.

RE/MAX Holdings’ only source of cash flow from operations is in the form of distributions from RMCO. RE/MAX Holdings receives distributions from RMCO on a quarterly basis that are equal to the dividend payments RE/MAX Holdings’ make to the stockholders of its Class A common stock. As a result, absent any additional distributions, RE/MAX Holdings may have insufficient funds to cover its estimated tax and TRA liabilities. Therefore, as necessary, RMCO makes a separate distribution to RE/MAX Holdings, and because all distributions must be made on a pro-rata basis, RIHI receives a separate payment to ensure such pro-rata distributions have occurred.

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Throughout the year until completion of its tax returns with respect to such year, RMCO may pay required or pro-rata true-up distributions to its members, if cash is available for such purposes, with respect to actual taxable income for the year. See Note 3, ~~Non-controlling Interest~~ ~~for further details on distributions made by RMCO.~~

~~Payments Pursuant to the Tax Receivable Agreements~~

As of September 30, 2017, the Company reflected a total liability of $92.0 million under the terms of these TRAs. The liability pursuant to the TRAs will increase in the future upon future exchanges by RIHI of RMCO common units, with the increase representing 85% of the estimated future tax benefits, if any, resulting from such exchanges. We receive funding from RMCO in order to fund the payment of amounts due under the TRAs.

The actual payments, and associated tax benefits, will vary depending upon a number of factors, including the timing of exchanges by RIHI, the price of our Class A common stock at the time of such exchanges, the amount and timing of the taxable income we generate in the future and the tax rate then applicable. We made additional payments of approximately $6.1 million in the fourth quarter of 2017 related to the TRAs.

Distributions and other payments pursuant to the ~~New~~ RMCO, LLC Agreement and TRAs ~~in the nine months ended September 30, 2017~~ were comprised of the following (in thousands):


	Nine Months Ended
	September 30,
		2017		2016
Distributions and other payments pursuant to the New RMCO, LLC Agreement:
Required distributions for taxes and pro rata distributions as a result of distributions to RE/MAX Holdings in order to satisfy its estimated tax liabilities	$	7,430	$	8,442

					Nine Months Ended
					September 30,
					2021		2020
Distributions and other payments pursuant to the RMCO, LLC Agreement:
Pro rata distributions to RIHI as a result of distributions to RE/MAX Holdings in order to satisfy its estimated tax liabilities					$	2,113	$	2,277
Dividend distributions		6,783		5,652		8,667		8,289
Total distributions to RIHI		14,213		14,094		10,780		10,566
Payments pursuant to the TRAs		7,296		1,344		—		—
Total distributions to RIHI and TRA payments	$	21,509	$	15,438	$	10,780	$	10,566

Commitments and Contingencies

~~Except for the outstanding lease guarantees acquired in connection with the dispositions of our previously owned brokerages as disclosed in~~See Note ~~13,~~ 12, Commitments and Contingencies ~~our management does not believe there are any other litigation matters involving us that could result, individually or in~~ to the ~~aggregate, in a material adverse effect on our~~accompanying unaudited condensed consolidated financial ~~condition, results of operations and cash flows.~~statements for additional information.

Off Balance Sheet Arrangements

We have no material off balance sheet arrangements as of September 30, ~~2017.~~2021.

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Critical Accounting Judgments and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements and accompanying notes. Actual results could differ from those estimates. Our Critical Accounting Judgments and Estimates disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Judgments and Estimates” in our 2020 Amendment No. 1 to Annual Report on Form ~~10-K for the year ended December 31, 2016,~~10-K/A for which there were no material changes, included:

●

Motto Goodwill

●

~~Franchise Agreements and Other Intangible Assets~~

First Goodwill

●

Purchase Accounting for Acquisitions

●

~~Contingent Consideration~~

Deferred Tax Assets and TRA Liability

●

~~Income Tax Accounting~~

~~Payments Pursuant to the TRAs~~

General Litigation Matters

New Accounting Pronouncements

~~New Accounting Pronouncements Not Yet Adopted~~

~~In February 2016, the FASB issued ASU 2016-02,~~ ~~Leases (Topic 842)~~, which requires lessees to recognize the assets and liabilities that arise from all leases on the consolidated balance sheets. ASU 2016-02 is required to be adopted by us on January 1, 2019. Early adoption is permitted in any interim or annual reporting period. The standard requires a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. WeThere have been no new accounting pronouncements not yet ~~determined the effect of the standard on~~effective that we believe have a significant impact, or potential significant impact, to our consolidated financial ~~statements and related disclosures.~~

~~In May 2014, the FASB issued ASU 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606), with several subsequent amendments, which requires an entity to recognize the amount~~statements. See Note 2, Summary of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. We adopted this standard on January 1, 2018. We will use the modified retrospective transition method, which will result in restating each prior reporting period presented, fiscal years 2016 and 2017, in the year of adoption. Additionally, a cumulative effect adjustment will be recordedSignificant Accounting Policies to the opening balance sheet as of the first day of fiscal year 2016, the earliest period presented. The adoption of the new guidance will change the timing of recognition of franchise sales and franchise renewal revenue. Currently, we recognize revenue upon completion of a sale or renewal. Under the new guidance, franchise sales and renewal revenue, which are included in “Franchise Sales and Other Franchise Revenue” in the Consolidated Statements of Income, will be recognized over the contractual term of the franchise agreement. The impact to both “Franchise Sales and Other Franchise Revenue” and “Operating Income” in the Consolidated Statements of Incomeaccompanying unaudited condensed consolidated financial statements for 2017 from this change will be a decrease of less than $2,000,000. However, the Consolidated Balance Sheet as of December 31, 2017 will be adjusted in the first quarter of 2018 to reflect an increase in “Deferred revenue and deposits” of approximately $26,000,000. The commissions related to franchise sales will be recorded as a contract asset and be recognized over the contractual term of the franchise agreement. Currently, we expense the commissions upon franchise sale completion. The impact from this change to “Selling, operating and administrative expenses” and “Operating Income” in the Consolidated Statements of Income for 2017 is immaterial and the Consolidated Balance Sheet as of December 31, 2017 will be adjusted in the first quarter of 2018 to reflect an increase in “Total assets” of approximately $4,000,000. We do not expect the adoption of the standard to have a material impact on other revenue streams.

additional information.

Item 3. Quantitative and Qualitative Disclosures About Market Risks

We have operations both within the U.S. and globally and we are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate, foreign exchange and ~~inflation~~credit risks, as well as risks relating to changes in the general economic conditions in the countries where we conduct business. To reduce certain of these risks, we monitor the financial condition of our large franchisees. In addition, our investment strategy has been to invest in financial instruments that are highly liquid and mature within three months from the date of purchase. We ~~do not currently~~ use derivative instruments to mitigate the impact of certain of our market risk ~~exposures nor~~exposures. We do wenot use derivatives for trading or speculative purposes.

Credit Risk

We are exposed to credit risk related to receivables from franchisees. We perform quarterly reviews of credit exposure above an established threshold for each franchisee and are in regular communication with those franchisees about their balance. For significant delinquencies, we will terminate the franchise. Bad debt expense is less than 1% of revenue for the three months ended September 30, 2021 and 2020 and for the nine months ended September 30, 2021.

Interest Rate Risk

We are subject to interest rate risk in connection with borrowings under our ~~2016~~ Senior Secured Credit Facility which bear interest at variable rates. At September 30, ~~2017, $232.7~~2021, $458.9 million in term loans were outstanding under our ~~2016~~ Senior Secured Credit Facility. ~~As of September 30, 2017, the undrawn borrowing availability under the revolving line of credit under our 2016 Senior Secured Credit Facility was $10.0 million.~~ We currently do not engage in any interest rate hedging activity, but given our variable rate borrowings, we monitor interest rates and if appropriate, may engage in hedging activity prospectively. The interest rate on our ~~2016~~ Senior Secured Credit Facility ~~entered into in December 2016~~ is currently based on LIBOR, subject to a floor of ~~0.75%~~0.50%, plus an applicable margin of ~~2.75%~~2.50%. As of September 30, ~~2017,~~2021, the interest rate was ~~4.08%~~3.0%. If LIBOR rises such that our rate is above the floor, then each hypothetical ~~0.125%~~0.25% increase would result in additional annual interest expense of ~~$0.3~~$1.1 million. To mitigate a portion of this risk, we invest our cash balances in short-term investments that earn interest at variable rates.

Currency Risk

We have a network of global franchisees in over ~~100~~110 countries and territories. ~~Fees imposed on independent franchisees and agents in foreign countries are charged in the local currency.~~ Fluctuations in exchange rates of the U.S. dollar against foreign currencies ~~and cash held in foreign currencies~~ can result, and have resulted, in fluctuations in ~~our~~(a) revenue and operating income due to a portion of our revenue being denominated in foreign currencies and (b) foreign exchange transaction gains and losses due primarily to cash, accounts receivable and liability balances denominated in foreign currencies, with the Canadian dollar representing the most significant exposure. ~~We currently do not engage in any~~To mitigate a portion of this risk related to (b), we enter into short-term foreign ~~exchange hedging activity but may do so in the future.~~ currency contracts, such as forwards, to minimize exposures related to foreign currency. See Note 2, Summary of Significant Accounting Policies, for more information. In addition, we actively convert cash balances into U.S. dollars to mitigate currency risk on cash positions.

During the three and nine months ended September 30, ~~2017,~~2021, a hypothetical 5% strengthening/weakening in the value of the U.S. dollar compared to the Canadian dollar would have resulted in a decrease/increase to ~~pre-tax~~operating income of approximately $0.3 million and ~~$0.8~~$0.9 million, ~~respectively.~~ respectively, related to currency risk (a) above.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that as of September 30, ~~2017~~ 2021

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our disclosure controls and procedures were not effective due to a material weakness in our internal control over financial reporting described below.

~~Material Weakness~~Notwithstanding the material weakness, management believes the consolidated financial statements included in ~~Internal Control over Financial Reporting~~this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company’s financial condition, results of operations and cash flows as of and for the periods presented in accordance with U.S. GAAP.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of ~~the Company’s~~our annual or interim financial statements will not be prevented or detected on a timely basis.

~~Management~~As discussed in our Annual Report on Form 10K/A, management has determined that we had ineffective controls regarding a failure to consult with appropriate internal subject matter experts when evaluating the ~~Company did not have~~market value for re-acquired franchise rights in acquisitions of previous Independent Regions beginning in 2007, as well as ineffective controls over the review of certain inputs used in the valuation of intangible assets. These ineffective controls were due to an ~~effective~~ineffective risk assessment process to sufficiently identify and assess ~~the~~all financial reporting risks related to ~~benefits provided by principal stockholders. As a consequence, the Company did not have effective controls~~purchase accounting for acquisitions of previous Independent Regions and training of personnel over the identification and communication of related party transactions to financial reporting personnel, management and the Board, as appropriate, to identify and evaluate recognition, measurement and disclosure of such transactions. These control deficiencies resulted in errors in purchase accounting for certain of the acquisitions. These errors resulted in immaterial misstatements ~~in the~~to our consolidated financial statements for the periods presented that were corrected in ~~current and~~ prior periods as discussed in Note ~~15,~~ 13, Immaterial Corrections to Prior Period Financial Statements.

These control deficiencies create a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis, and, therefore, management has concluded that the control deficiencies represent a material weakness in, our internal control over financial reporting and our internal control ~~over~~of financial reporting was not effective as of September 30, ~~2017.~~

Notwithstanding the material weakness, management believes the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company’s financial condition, results of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.

~~Remediation Plans~~2021.

To remediate the material weakness in internal control over financial reporting, we ~~are making several changes, including~~will augment our risk assessment process related to accounting for acquisitions and implement additional controls in connection with the ~~following:~~

~~adopting additional policies and procedures for reviewing and approving transactions involving our senior management and controlling stockholder~~

~~strengthening our process for ensuring the Company has a complete and accurate accounting of all related party transactions involving principal stockholders~~

~~providing additional training to all officers and directors related to reporting and review of certain transactions~~

~~adopting enhanced procedures for the review by our Chief Compliance Officer and Board of Directors of related party transactions.~~

~~Table~~acquisition of ~~Contents~~

~~Several of these changes have already been implemented~~ ~~and the Company continues~~Independent Regions. These additional controls will then be tested in order to ~~work on~~ ~~the remainder. However,~~validate that the material weakness ~~will not be considered fully remediated until the applicable remedial controls operate for a sufficient period of time and management~~ has ~~concluded, through testing, that these controls are operating effectively. We expect the remediation will be completed in 2018~~, but there can be no assurance that we will meet this goal and we may also conclude that additional measures are required to remediate the material weakness which may necessitate additional implementation and evaluation time.been remediated.

Changes in Internal Control over Financial Reporting

Except as related to the material weakness ~~and remedial measures~~ described above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during our third fiscal quarter ended September 30, ~~2017~~2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time we are involved in litigation, claims and other proceedings relating to the conduct of our ~~business.~~business, and the disclosures set forth in Note 12, Commitments and Contingencies relating to certain legal matters is incorporated herein by reference. Such litigation and other proceedings may include, but are not limited to, actions relating to intellectual property, commercial arrangements, franchising arrangements, brokerage disputes, vicarious liability based upon conduct of individuals or entities outside of our control including franchisees and independent agents, and employment law claims. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur. WeOften these cases raise complex factual and legal issues, which are subject to risks and uncertainties and which could require significant time and resources from management. Although we do not believe ~~we have~~ any currently pending litigation ~~of which the outcome~~ will have a material adverse effect on our business, financial condition or ~~operations; however,~~operations, there are inherent uncertainties in litigation and other claims and regulatory proceedings ~~against us~~and such pending matters could result in unexpected expenses and ~~liability~~liabilities and ~~could also~~might materially adversely affect our business, financial condition or operations, ~~and~~including our reputation.

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Item 1A. Risk Factors

For a discussion of our potential risks and uncertainties, please see “Risk Factors” in our 2020 Amendment No. 1 to Annual Report on Form ~~10-K for the fiscal year ended December 31, 2016 (the “2016 Annual Report”). In addition, the following risk factor updates and supplements the risk factors described in~~10-K/A, as updated by our ~~2016 Annual Report. Except as provided below, there~~2021 second quarter Form 10-Q. There have been no material changes to the risk factors as disclosed in our ~~2016~~2020 Annual ~~Report.~~

~~Risks Related to Our Business and Industry~~

~~Our business is dependent on key personnel including key members of~~Report, as updated by our ~~senior management team and loss of key individuals, or the inability to retain additional qualified personnel could adversely affect our operations, our brand and our financial performance.~~2021 second quarter Form 10-Q.

~~Our senior management team has recently undergone significant changes in personnel~~, ~~including the completion of transitioning the CEO role from David Liniger, who has been serving as Co-CEO and principal executive officer~~, to Adam Contos, who will now serve as our sole CEO and as principal executive officer. We also recently enhanced the role of our Lead Independent Director in order to provide additional involvement by our board of directors (the “Board of Directors”) to support the senior management team during this period of transition and to enhance our governance at the Board of Directors level in part in response to the findings of the Special Committee (as defined below).

Our future success will likely continue to depend heavily on the efforts and abilities of key personnel including our CEO, Adam Contos and other members of our senior management, other key employees and the services of our Lead Independent Director, Richard Covey. The loss of services from any of these key personnel could make it more difficult to successfully operate our business and achieve our business goals. In addition, we do not maintain key employee life insurance policies on Mr. Contos or our other key employees. As a result, we may not be able to cover the financial loss we may incur in losing the services of any of these individuals.

In the event of the loss of the services of any of such key personnel, we may be unable to implement or execute upon our corporate succession plan due to factors including the timing of the loss relative to the development of key successor employees or the loss of those successors themselves.

Our ability to retain such key personnel and other key individuals is generally subject to numerous factors, including the compensation and benefits we pay, our ability to provide pathways for professional development and overall morale. As such, we could suffer significant attrition among these key individuals unexpectedly. Competition for qualified personnel in the real estate franchising industry is intense, and we cannot assure you that we will be successful in attracting and retaining qualified employees.

~~Table of Contents~~

~~The Special Committee investigation has caused us to incur significant expenses~~, ~~and we~~may continue to incur additional expenses and other adverse effects following the completion of the Special Committee investigation as we implement remedial measures in response to the findings of the Special Committee and address other consequences of the investigation.

In October 2017, our Board of Directors appointed a special committee of independent directors (the “Special Committee”) to investigate actions of certain members of our senior management. The Special Committee completed its investigation in February 2018 and identified previously undisclosed transactions involving a loan of personal funds from the Company’s then CEO and principal executive officer, David Liniger, to the Company’s then COO, Adam Contos, as well as certain other personal transactions, including cash and non-cash gifts from David and Gail Liniger to Mr. Contos and others. Although the loan, gifts, and other transactions between the Linigers and Mr. Contos did not involve use of any corporate funds, the Special Committee concluded that these transactions created an actual or apparent conflict of interest. The Special Committee also concluded that Mr. Liniger and Mr. Contos violated the Company’s Code of Ethics by engaging in certain transactions and by failing to report those transactions to the Company. The Special Committee also identified instances of noncompliance with other Company policies related to workplace conduct that were limited to actions of Mr. Liniger and did not extend to other members of the Company’s leadership team.

~~As a result of the Special Committee investigation, the Company’s~~ management team is implementing, under the oversight of the Board of Directors, remedial measures to address various findings of the Special Committee as well as to address deficiencies in our internal controls ~~. These efforts include among other matters (i)~~ ~~enhanced corporate policies and practices including with respect~~ ~~to gifts, loans, conflicts of interest and workplace conduct, (ii) enhanced procedures and practices concerning~~ ~~reporting including with respect to compliance matters, (iii)~~ ~~enhanced training on a range of matters including the responsibilities of officers and leaders related to workplace conduct~~ and various compliance issues, (iv) a range of other actions designed to reinforce changes to the corporate culture in key areas including compliance and workplace practices, and (v) various remedial measures in connection with the deficiencies in our internal controls over financial reporting including an identified material weakness. The remedial measures referred to above are in process are not complete as of the date of this Quarterly Report on Form 10-Q and it is expected that these remedial measures and improvements to governance and corporate policies and practices will continue in future periods ~~over a sustained period of time. See “Item 4—Controls and Procedures~~.”

During the fourth quarter of 2017, we incurred $2.6 million in expenses related to the Special Committee investigation, and we will continue to incur significant expenses in the first quarter of 2018 and future periods related to the Special Committee investigation and the ongoing implementation of the remedial measures adopted as a result of the findings of the Special Committee.

~~Some of the anticipated increase in costs will result from enhanced procedures and corrective~~ measures that we need to take with respect to public company compliance work including with respect to our internal controls and disclosures controls and procedures in order to report our financial results and file our SEC filings in a timely manner. In addition, our Board of Directors, senior management and other employees have spent, and will continue to spend, significant time and resources in connection with the Special Committee investigation and the response to the findings of the Special Committee including the adoption and implementation of remedial measures. The time and attention required for these matters may divert management and our ~~Board of Directors~~ from other actions that would be devoted toward our operations and the implementation of our business strategy and thereby could have a material adverse effect on our business, financial condition, results of operations and cash flows.

As a consumer-facing company, maintaining, protecting and enhancing the “RE/MAX” brand is critical to growing our business. The findings by the Special Committee could adversely affect our reputation, our brand and our ability to obtain new business or retain existing business, attract and retain employees, access the capital markets and secure financing, any of which could have a material adverse effect on our business, financial condition, results of operations and cash flows and the market price of our common stock.

~~Table of Contents~~

We may experience legal proceedings related to the matters underlying the Special Committee investigation and such legal proceedings may result in adverse findings, the imposition of fines or other penalties, increased costs and expenses and the diversion of management’s time and resources.

We may experience legal proceedings including investigations, securities class action claims and/or derivative litigation related to matters reviewed by the Special Committee. The Company has advised the staff of the SEC regarding the internal investigation being undertaken by the Special Committee. The SEC is performing its own investigative review of ~~certain matters related to the Special Committee investigation. The Company has~~ ~~been, and intends~~ ~~to continue, cooperating fully with the SEC with respect to its review of these matters.~~

Any legal proceedings related to the Special Committee investigation including any shareholder derivative litigation or governmental inquiries or investigations may divert management’s time and attention and may result in the incurrence of significant expense, including legal fees. Such legal proceedings could also have a material adverse effect on our business, financial condition, results of operations and cash flows including as a result of such expenses or arising from any consequences of such legal proceedings including damages, monetary fines, sanctions, penalties, adverse publicity and damage to reputation.

We have identified control deficiencies in our internal control over financial reporting that constitute a material weakness in our internal control over financial reporting. If we are unable to remediate these control deficiencies including this material weakness, we may not be able to accurately or timely report our financial condition or results of operations, which could cause investors to lose confidence in our reported financial information and thereby adversely affect the market price of our common stock.

As disclosed in Item 4 of this Quarterly Report on Form 10-Q, the Company did not have an effective risk assessment process to identify and assess the financial reporting risks related to benefits provided by principal stockholders. As a consequence, the Company did not have effective controls and training of personnel over the identification and communication of related party transactions to financial reporting personnel, management, and the Board, as appropriate, to identify and evaluate recognition, measurement and disclosure of such transactions.

~~In particular, the Company’s controls failed to timely identify, record and disclose certain~~ transactions between the Company’s non-Executive Chairman and Co-Founder and other Company personnel. A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of September 30, 2017 and our disclosure controls and procedures were not effective as of September 30, 2017. These control deficiencies have been in existence for a substantial period of time, but we are actively engaged in developing and implementing remedial measures designed to address these control deficiencies including the identified material weakness, but we have not remedied these matters as of the date of this Quarterly Report on Form 10-Q and can provide no assurance that we will be successful in remediating these deficiencies or the material weakness in a timely manner, or at all, or that we will not identify additional deficiencies and material weaknesses in the future ~~. If our remedial measures are insufficient to address these deficiencies or the material weakness, or if additional material weaknesses or~~ ~~deficiencies in our internal control over financial reporting~~ are discovered or occur in the future, we may not be able to accurately or timely report our financial condition or results of operations, which could cause investors to lose confidence in our reported financial information and thereby adversely affect the perception of our business and the market price of our common stock. See “Item 4—Controls and Procedures.”

We have recently experienced changes in our senior management team, our management structure and our governance, any of which changes may be disruptive to, or cause uncertainty in, our business, which may have an adverse effect on our financial performance and results of operations.

We have recently experienced significant changes in our senior management team and in our management structure. On February 14, 2018, we announced that we had completed the transition of CEO responsibilities from our Co-Founder

~~Table of Contents~~

~~David Liniger,~~ ~~who had previously been serving as our Co-CEO and principal executive officer,~~ to Adam Contos, who was previously Co-CEO with Mr. Liniger. Effective February 14, 2018, Mr. Contos became our sole CEO and our principal executive officer. Mr. Liniger continues to serve on our Board of Directors as non-executive Chairman. In addition, the Board of Directors broadened the scope of authority and responsibilities of our Lead Independent Director position, in part to assist with the Company’s further response to the findings of the Special Committee and to provide enhanced Board oversight and involvement during the transition in management roles. Richard Covey has been appointed to serve as the Lead Independent Director.

These changes in our senior management team and our governance structure and the short time period over which they occurred may be disruptive to, or cause uncertainty in, our business. In addition, our future success will depend in part on Mr. Contos’ successful transition to his role as the sole CEO and principal executive officer. One of the findings of the Special Committee was that Mr. Contos had violated our Code of Ethics in connection with the failure to disclose the loan and certain other transactions involving Mr. Liniger.

David Liniger transitioned to the role of non-executive Chairman of our Board of Directors on February 14, 2018. Findings of the Special Committee included that Mr. Liniger had violated our Code of Ethics in connection with the failure to disclose the loan and certain other transactions involving Mr. Contos. The Special Committee also identified instances of noncompliance with other Company policies related to workplace conduct, which were limited to Mr. Liniger’s actions and did not extend to other members of senior management. For more information regarding the Special Committee investigation, see “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Special Investigation.”

The Board of Directors appointed Richard Covey to serve as Lead Independent Director with enhanced authority and responsibilities in order to provide additional oversight and assistance to the senior management team from the Board of Directors ~~during this period of transition in the management and governance structure of the Company.~~

There can be no assurance that we will manage to navigate successfully the transition in our management and governance structure that we have begun to implement during the time period of the conclusion of the Special Committee investigation. In addition, the transition structure that we are implementing may not prove to be successful in certain respects and we may experience other developments that lead us to implement further changes in governance and management structure.

Our financial condition and results of operations may suffer if we experience adverse developments our outcomes in connection with our efforts to manage the transition in our management team and governance structure. In the event that our management team is unable to effectively manage our business, for example, during this time period, we may experience a decline in our business and results of operation. In addition, uncertainty regarding the effectiveness of these management and governance transitions may harm our business in other ways and may adversely affect the trading price of our common stock.

~~Risks Related to Our Organizational Structure~~

~~RIHI has substantial control over us including over decisions that require the approval of stockholders, and its interest in our business may conflict with yours.~~

RIHI is controlled by David Liniger, our current Chairman and Co-Founder, and Gail Liniger, our Vice Chair and Co-Founder, respectively, holds a majority of the combined voting power of our capital stock through its ownership of 100% of our outstanding Class B common stock. Although the Class B common stock has no economic rights, shares of Class B common stock entitle the holder, without regard to the number of shares of Class B common stock held, to a number of votes on matters presented to stockholders of RE/MAX Holdings that is equal to two times the aggregate number of common units of RMCO held by such holder, and unless certain events occur, may continue to do so until October 7, 2018.

Accordingly, RIHI, acting alone, has the ability to approve or disapprove substantially all matters submitted to a vote of our stockholders. These rights may enable RIHI to consummate transactions that may not be in the best interests of

~~Table of Contents~~

holders of our Class A common stock or, conversely, prevent the consummation of transactions that may be in the best interests of holders of our Class A common stock. In addition, although RIHI has voting control of us, RIHI’s entire economic interest in us is in the form of its direct interest in RMCO through the ownership of RMCO common units, the payments it may receive from us under its tax receivable agreement and the proceeds it may receive upon any redemption of its RMCO common units, including issuance of shares of our Class A common stock upon any such redemption and any subsequent sale of such Class A common stock. As a result, RIHI’s interests may conflict with the interests of our Class A common stockholders. For example, RIHI may have a different tax position from us which could influence its decisions regarding certain transactions, especially in light of the existence of the tax receivable agreements that we entered into in connection with our IPO, and whether and when we should terminate the tax receivable agreements and accelerate our obligations thereunder. In addition, the structuring of future transactions may take into consideration the tax or other considerations of RIHI, even in situations where no similar considerations are relevant to us.

In addition, Mr. Liniger served as our Co-CEO until February 2018. As described above, in connection with its investigation, the Special Committee concluded that Mr. Liniger violated the Company’s Code of Ethics and other Company policies. Although Mr. Liniger is no longer involved in the day-to-day management of the Company, his control of RIHI and therefore his position as a controlling shareholder of the Company, as well as his position as Chairman of the Board of Directors, may allow him to exert significant influence over the decisions of management and our business, which may result in conflicts with other members of the Board of Directors.

~~Risks Related to Ownership of Our Class A Common Stock~~

~~The dual class structure of our common stock has the effect of concentrating voting control with RIHI and David Liniger, our Chairman and Co-Founder,~~ ~~as well as his spouse Gail Liniger, our Vice Chair and Co-Founder.~~

The Class B common stock has no economic rights but entitles the holder, without regard to the number of shares of Class B common stock held, to a number of votes on matters presented to stockholders of RE/MAX Holdings that is equal to two times the aggregate number of common units of RMCO held by such holder. Our Class A common stock has one vote per share.

Based on the voting rights associated with our Class B common stock, and the number of common units of RMCO that RIHI currently owns, RIHI holds nearly 60% of the voting power of our outstanding capital stock. As a result, RIHI controls a majority of the combined voting power of our common stock and therefore is able to control all matters submitted to our stockholders for approval. This concentrated control will limit or preclude your ability to influence corporate matters for the foreseeable future.

RIHI is a Delaware corporation that is majority owned and controlled by David Liniger, our Chairman and Co-Founder, and Gail Liniger, our Vice Chair and Co-Founder. Mr. Liniger served as our Co-CEO until February 2018. As described above, in connection with its investigation, the Special Committee concluded that Mr. Liniger violated the Company’s Code of Ethics and other Company policies. Although Mr. Liniger is no longer involved in the day-to-day management of the Company, his control of RIHI and therefore his position as a controlling shareholder of the Company gives him significant influence over the decisions of management. Any differences in the interests of Mr. Liniger and the interests of owners of our Class A common stock may have a negative impact on the market price of our Class A common stock and may harm our business, financial condition and results of operations.

~~Table of Contents~~

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

On March 14, 2018, the Compensation Committee approved compensation increases for Adam Contos based on his promotion to Chief Executive Officer, including: (i) an increase in base salary to $650,000 per year, (ii) a 2018 cash incentive bonus target of 60% of base salary and (iii) a 2018 RSU equity award target of 100% of base salary. The Company has not yet approved detailed metrics for the 2018 Performance Evaluation and Incentive Plan for cash bonus payments or the performance and vesting terms for 2018 long-term equity incentive compensation awards for officers. The 2018 cash bonus and equity award for Adam Contos will be subject to the final terms and incentive goals approved by the Compensation Committee for such bonus program and such equity awards for 2018.

5342

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Item 6. Exhibits

Exhibit No.

Exhibit Description

Form

File
Number

Date of
First Filing

Exhibit
Number

Filed
Herewith

3.1

Amended and Restated Certificate of Incorporation

10-Q

001-36101

11/14/2013

3.1

3.2

Bylaws of RE/MAX Holdings, Inc.

10-Q

001-36101

11/14/2013

3.2

4.1

Form of RE/MAX Holdings, Inc.’s Class A common stock certificate.

S-1

333-190699

9/27/2013

4.1

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

X

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.

X

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

101.INS

XBRL Instance Document

X

101.SCH

XBRL Taxonomy Extension Schema Document

X

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

X

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

X

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

X

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

X



Exhibit No.	Exhibit Description	Form	File Number	Date of First Filing	Exhibit Number	Filed Herewith

2.1	Stock Purchase Agreement, dated June 3, 2021, by and among A La Carte U.S., LLC, A La Carte Investments Canada, Inc., RE/MAX, LLC, Brodero Holdings, Inc., and Fire-Ball Holdings Corporation, Ltd.	8-K	001-36101	6/3/2021	2.1

3.1	Amended and Restated Certificate of Incorporation	10-Q	001-36101	11/14/2013	3.1

3.2	Amended and Restated Bylaws of RE/MAX Holdings, Inc.	8-K	001-36101	2/22/2018	3.1

4.1	Form of RE/MAX Holdings, Inc.’s Class A common stock certificate.	S-1	333-190699	9/27/2013	4.1

10.1	Second Amended and Restated Credit Agreement, dated as of July 21, 2021, by and among RMCO, LLC, RE/MAX, LLC, the several lenders from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent. (Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish supplemental copies of any omitted exhibits and schedules upon request by the SEC.)	8-K	001-36101	7/21/2021	10.1

10.2	Form of Time-Based Restricted Stock Unit Award †					X

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.					X

31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.					X

32.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X

101.INS	XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.					X

101.SCH	Inline XBRL Taxonomy Extension Schema Document					X

5443

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Exhibit No.	Exhibit Description	Form	File Number	Date of First Filing	Exhibit Number	Filed Herewith

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document					X

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document					X

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document					X

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document					X
104	Cover Page Interactive Data File – The cover page XBRL tags are embedded within the Inline XBRL document.					X

† Indicates a management contract or compensatory plan or arrangement.

Table of Contents

~~SIGNATURES~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		RE/MAX Holdings, Inc. (Registrant)

Date:	~~March 15, 2018~~December 21, 2021	By:	/s/ Adam M. Contos
			Adam M. Contos
			Director and Chief Executive Officer
			(Principal Executive Officer)


Date:	~~March 15, 2018~~December 21, 2021	By:	/s/ Karri R. Callahan
				Karri R. Callahan Chief Financial Officer (Principal Financial Officer)

Date:	~~March 15, 2018~~December 21, 2021	By:	/s/ Brett A. Ritchie
			Brett A. Ritchie Chief Accounting Officer (Principal Accounting Officer)

5545


											Accumulated other
	Class A			Class B			Additional				comprehensive		Non-		Total
	common stock			common stock			paid-in		Retained		income (loss),		controlling		stockholders'
	Shares	Amount		Shares	Amount		capital		earnings		net of tax		interest		equity
Balances, January 1, 2017	17,652,548	$	2	1	$	—	$	448,713	$	16,005	$	(28)	$	(403,983)	$	60,709
Net income	—		—	—		—		—		16,277		—		16,968		33,245
Distributions to non-controlling unitholders	—		—	—		—		—		—		—		(14,213)		(14,213)
Equity-based compensation expense and related dividend equivalents	58,426		—	—		—		2,161		(53)		—		—		2,108
Dividends to Class A common stockholders	—		—	—		—		—		(9,554)		—		—		(9,554)
Change in accumulated other comprehensive income	—		—	—		—		—		—		467		532		999
Payroll taxes related to net settled restricted stock units	(13,983)		—	—		—		(816)		—		—		—		(816)
Other	—		—	—		—		259		—		—		—		259
Balances, September 30, 2017	17,696,991	$	2	1	$	—	$	450,317	$	22,675	$	439	$	(400,696)	$	72,737


	Three Months Ended September 30,
	2017									2016
	RE/MAX Holdings, Inc.			Non-controlling interest			Total			RE/MAX Holdings, Inc.			Non-controlling interest			Total
Weighted average ownership percentage of RMCO (a)		58.49	%		41.51	%		100.00	%		58.42	%		41.58	%		100.00	%
Income before provision for income taxes	$	6,180		$	4,448		$	10,628		$	11,025		$	7,913		$	18,938
Provision for income taxes (b)(c)		(2,345)			(746)			(3,091)			(4,239)			(393)			(4,632)
Net income	$	3,835		$	3,702		$	7,537		$	6,786		$	7,520		$	14,306


	Nine Months Ended September 30,
	2017									2016
	RE/MAX Holdings, Inc.			Non-controlling interest			Total			RE/MAX Holdings, Inc.			Non-controlling interest			Total
Weighted average ownership percentage of RMCO (a)		58.47	%		41.53	%		100.00	%		58.39	%		41.61	%		100.00	%
Income before provision for income taxes	$	25,763		$	18,365		$	44,128		$	29,742		$	21,263		$	51,005
Provision for income taxes (b)(c)		(9,486)			(1,397)			(10,883)			(11,203)			(973)			(12,176)
Net income	$	16,277		$	16,968		$	33,245		$	18,539		$	20,290		$	38,829


Cash consideration	$	8,000
Contingent purchase consideration (See note 9)		6,300
Total purchase price	$	14,300


	RE/MAX Regional Services		RE/MAX of New Jersey		Full House		RE/MAX of Alaska		RE/MAX of New York		Total
Cash and cash equivalents	$	-	$	335	$	-	$	-	$	131	$	466
Franchise agreements		30,700		29,700		-		529		5,000		65,929
Non-compete agreement		-		-		2,500		-		-		2,500
Other assets		-		-		-		-		340		340
Goodwill		19,700		15,300		11,800		971		3,029		50,800
Other liabilities		-		(335)		-		-		-		(335)
Total purchase price	$	50,400	$	45,000	$	14,300	$	1,500	$	8,500	$	119,700


	Three Months Ended		Nine Months Ended
	September 30, 2016		September 30, 2016
Total revenue	$	48,781	$	141,073
Net income attributable to RE/MAX Holdings, Inc. (a)	$	7,090	$	18,165
Basic earnings per common share	$	0.40	$	1.03
Diluted earnings per common share	$	0.40	$	1.03


	Weighted
	Average	As of September 30, 2017						As of December 31, 2016
	Amortization	Initial		Accumulated		Net		Initial		Accumulated		Net
	Period	Cost		Amortization		Balance		Cost		Amortization		Balance
Franchise agreements	12.1	$	197,977	$	(98,343)	$	99,634	$	224,167	$	(115,027)	$	109,140
Other intangible assets:
Software (a)	4.5	$	13,902	$	(8,177)	$	5,725	$	13,207	$	(7,154)	$	6,053
Trademarks	14.1		3,153		(1,921)		1,232		3,102		(1,782)		1,320
Non-compete	10.0		2,500		(250)		2,250		2,500		(62)		2,438
Total other intangible assets	7.6	$	19,555	$	(10,348)	$	9,207	$	18,809	$	(8,998)	$	9,811


As of September 30, 2017:
Remainder of 2017	$	4,031
2018		15,685
2019		15,522
2020		15,293
2021		14,786
	$	65,317


Balance, January 1, 2017	$	126,633
Change in purchase price allocations for 2016 acquisitions		(3,865)
Effect of changes in foreign currency exchange rates		245
Balance, September 30, 2017	$	123,013


	As of September 30, 2017								As of December 31, 2016
	Fair Value		Level 1		Level 2		Level 3		Fair Value		Level 1		Level 2		Level 3
Liabilities
Contingent consideration	$	6,650	$	-	$	-	$	6,650	$	6,400	$	-	$	-	$	6,400


	Fair Value of Contingent Consideration Liability
Balance at January 1, 2017	$	6,400
Fair value adjustments		250
Balance at September 30, 2017	$	6,650


	Time-based restricted stock units		Weighted average grant date fair value per share
Balance, January 1, 2017	127,011	$	33.00
Granted	43,450	$	55.45
Shares vested (including tax withholding)(a)	(58,426)	$	33.03
Forfeited	(2,935)	$	40.70
Balance, September 30, 2017	109,100	$	41.71


Balance, January 1, 2017	$	964
Accretion		17
Cash payments		(783)
Balance, September 30, 2017	$	198


Franchise agreements	$	23,500
Goodwill		12,220
Total purchase price	$	35,720



							Change
		As of September 30,					Favorable/(Unfavorable)
		2017		2016		��	#				%
RE/MAX Agent Count:
U.S.		63,549		62,241			1,308				2.1	%
Canada		21,160		20,556			604				2.9	%
U.S. and Canada Total		84,709		82,797			1,912				2.3	%
Outside U.S. and Canada		32,859		28,391			4,468				15.7	%
Network-wide agent count		117,568		111,188			6,380				5.7	%

	Three Months Ended								Nine Months Ended
	September 30,								September 30,
	2017				2016				2017				2016
Total revenue	$	49,377			$	45,559			$	146,425			$	131,880
Total selling, operating and administrative expenses(2)	$	31,832			$	20,539			$	79,263			$	62,866
Operating Income	$	12,808			$	21,142			$	51,058			$	57,447
Net income attributable to RE/MAX Holdings, Inc.(2)	$	3,835			$	6,786			$	16,277			$	18,539
Adjusted EBITDA(1)	$	25,781			$	25,487			$	77,443			$	71,527
Adjusted EBITDA margin(1)		52.2	%			55.9		%		52.9		%		54.2	%