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

For the quarterly period ended September 30, ~~2022.~~2023.

☐	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: 001-36101

RE/MAX Holdings, Inc.

(Exact name of registrant as specified in its charter)



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) 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 every Interactive Data File required to be submitted 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 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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒	Emerging growth company	☐
Non-accelerated filer	☐	Smaller reporting 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 ☒

On October ~~28, 2022,~~27, 2023, there were ~~18,245,418~~18,237,327 outstanding shares of the registrant’s Class A common stock, ~~(including unvested restricted stock),~~ $0.0001 par value per share, and 1 outstanding share of Class B common stock, $0.0001 par value per share.

Table of Contents

TABLE OF CONTENTS


		Page No.
	PART I. – FINANCIAL INFORMATION

Item 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Income (Loss)	4

	Condensed Consolidated Statements of Comprehensive Income (Loss)	5

	Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	6

	Condensed Consolidated Statements of Cash Flows	8

	Notes to Unaudited Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2625

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	4039

Item 4.	Controls and Procedures	4140

	PART II. – OTHER INFORMATION

Item 1.	Legal Proceedings	4241

Item 1A.	Risk Factors	4241

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

Item 3.	Defaults Upon Senior Securities	42

Item 4.	Mine Safety Disclosures	42

Item 5.	Other Information	42

Item 6.	Exhibits	43

	SIGNATURES	4445

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,

2022

2021
Assets

Current assets:

Cash and cash equivalents

$
117,899

$
126,270
Restricted cash

31,399

32,129
Accounts and notes receivable, current portion, net of allowances

34,484

34,611
Income taxes receivable

2,781

1,754
Other current assets

20,112

16,010
Total current assets

206,675

210,774
Property and equipment, net of accumulated depreciation

9,759

12,686
Operating lease right of use assets

26,864

36,523
Franchise agreements, net

124,521

143,832
Other intangible assets, net

28,518

32,530
Goodwill

265,090

269,115
Deferred tax assets, net

52,546

51,314
Income taxes receivable, net of current portion

754

1,803
Other assets, net of current portion

11,828

17,556
Total assets

$
726,555

$
776,133
Liabilities and stockholders' equity

Current liabilities:

Accounts payable

$
7,969

$
5,189
Accrued liabilities

76,496

96,768
Income taxes payable

2,424

2,546
Deferred revenue

25,537

27,178
Current portion of debt

4,600

4,600
Current portion of payable pursuant to tax receivable agreements

3,672

3,610
Operating lease liabilities

6,863

6,328
Total current liabilities

127,561

146,219
Debt, net of current portion

444,653

447,459
Payable pursuant to tax receivable agreements, net of current portion

26,856

26,893
Deferred tax liabilities, net

14,152

14,699
Deferred revenue, net of current portion

18,467

18,929
Operating lease liabilities, net of current portion

39,802

45,948
Other liabilities, net of current portion

8,376

6,919
Total liabilities

679,867

707,066
Commitments and contingencies

Stockholders' equity:

Class A common stock, par value $.0001 per share, 180,000,000 shares authorized; 18,390,142 and 18,806,194 shares issued and outstanding as of September 30, 2022 and December 31, 2021, 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, 2022 and December 31, 2021, respectively

—

—
Additional paid-in capital

532,264

515,443
Accumulated deficit

(38,165)

(7,821)
Accumulated other comprehensive income, net of tax

(877)

650
Total stockholders' equity attributable to RE/MAX Holdings, Inc.

493,224

508,274
Non-controlling interest

(446,536)

(439,207)
Total stockholders' equity

46,688

69,067
Total liabilities and stockholders' equity

$
726,555

$
776,133



	September 30,		December 31,
	2023		2022
Assets
Current assets:
Cash and cash equivalents	$	89,820	$	108,663
Restricted cash		30,993		29,465
Accounts and notes receivable, current portion, net of allowances		33,892		32,518
Income taxes receivable		2,020		2,138
Other current assets		15,828		20,178
Total current assets		172,553		192,962
Property and equipment, net of accumulated depreciation		8,419		9,793
Operating lease right of use assets		24,229		25,825
Franchise agreements, net		105,653		120,174
Other intangible assets, net		20,506		25,763
Goodwill		258,814		258,626
Deferred tax assets, net		—		51,441
Income taxes receivable, net of current portion		754		754
Other assets, net of current portion		6,943		9,896
Total assets	$	597,871	$	695,234
Liabilities and stockholders' equity (deficit)
Current liabilities:
Accounts payable	$	8,252	$	6,165
Accrued liabilities		104,421		70,751
Income taxes payable		483		1,658
Deferred revenue		24,107		27,784
Current portion of debt		4,600		4,600
Current portion of payable pursuant to tax receivable agreements		1,642		1,642
Operating lease liabilities		7,747		7,068
Total current liabilities		151,252		119,668
Debt, net of current portion		440,913		443,720
Payable pursuant to tax receivable agreements, net of current portion		—		24,917
Deferred tax liabilities, net		12,386		13,113
Deferred revenue, net of current portion		18,041		18,287
Operating lease liabilities, net of current portion		33,472		37,989
Other liabilities, net of current portion		5,082		5,838
Total liabilities		661,146		663,532
Commitments and contingencies
Stockholders' equity (deficit):
Class A common stock, par value $.0001 per share, 180,000,000 shares authorized; 18,213,497 and 17,874,238 shares issued and outstanding as of September 30, 2023 and December 31, 2022, 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, 2023 and December 31, 2022, respectively		—		—
Additional paid-in capital		546,184		535,566
Accumulated deficit		(129,248)		(53,999)
Accumulated other comprehensive income (deficit), net of tax		(129)		(395)
Total stockholders' equity attributable to RE/MAX Holdings, Inc.		416,809		481,174
Non-controlling interest		(480,084)		(449,472)
Total stockholders' equity (deficit)		(63,275)		31,702
Total liabilities and stockholders' equity (deficit)	$	597,871	$	695,234

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				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Revenue:
Continuing franchise fees	$	33,310	$	32,464	$	100,937	$	84,793	$	31,834	$	33,310	$	96,011	$	100,937
Annual dues		8,911		8,967		26,847		26,508		8,456		8,911		25,661		26,847
Broker fees		16,596		19,245		50,998		48,651		14,255		16,596		39,468		50,998
Marketing Funds fees		22,736		23,269		68,496		59,456		20,853		22,736		63,272		68,496
Franchise sales and other revenue		7,390		7,052		24,841		21,130		5,825		7,390		24,659		24,841
Total revenue		88,943		90,997		272,119		240,538		81,223		88,943		249,071		272,119
Operating expenses:
Selling, operating and administrative expenses		49,702		51,099		138,314		133,591		43,090		49,702		132,417		138,314
Marketing Funds expenses		22,736		23,269		68,496		59,456		20,853		22,736		63,272		68,496
Depreciation and amortization		8,757		8,582		26,855		22,236		8,195		8,757		24,236		26,855
Settlement and impairment charges		2,513		45,623		8,708		45,623		55,000		2,513		55,000		8,708
Gain on reduction in tax receivable agreement liability										(24,917)		—		(24,917)		—
Total operating expenses		83,708		128,573		242,373		260,906		102,221		83,708		250,008		242,373
Operating income (loss)		5,235		(37,576)		29,746		(20,368)		(20,998)		5,235		(937)		29,746
Other expenses, net:
Interest expense		(5,729)		(3,315)		(13,412)		(7,537)		(9,292)		(5,729)		(26,377)		(13,412)
Interest income		497		19		675		201		1,173		497		3,318		675
Foreign currency transaction gains (losses)		(360)		(435)		(340)		(818)		125		(360)		383		(340)
Loss on early extinguishment of debt		—		(264)		—		(264)
Total other expenses, net		(5,592)		(3,995)		(13,077)		(8,418)		(7,994)		(5,592)		(22,676)		(13,077)
Income (loss) before provision for income taxes		(357)		(41,571)		16,669		(28,786)		(28,992)		(357)		(23,613)		16,669
Provision for income taxes		(553)		(792)		(4,359)		(1,454)		(53,680)		(553)		(56,494)		(4,359)
Net income (loss)	$	(910)	$	(42,363)	$	12,310	$	(30,240)	$	(82,672)	$	(910)	$	(80,107)	$	12,310
Less: net income (loss) attributable to non-controlling interest		(1,050)		(17,214)		4,890		(11,515)		(23,218)		(1,050)		(21,992)		4,890
Net income (loss) attributable to RE/MAX Holdings, Inc.	$	140	$	(25,149)	$	7,420	$	(18,725)	$	(59,454)	$	140	$	(58,115)	$	7,420

Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock
Basic	$	0.01	$	(1.34)	$	0.39	$	(1.00)	$	(3.28)	$	0.01	$	(3.22)	$	0.39
Diluted	$	0.01	$	(1.34)	$	0.39	$	(1.00)	$	(3.28)	$	0.01	$	(3.22)	$	0.39
Weighted average shares of Class A common stock outstanding
Basic		18,646,306		18,739,564		18,859,376		18,651,858		18,150,557		18,646,306		18,064,009		18,859,376
Diluted		18,876,863		18,739,564		19,080,605		18,651,858		18,150,557		18,876,863		18,064,009		19,080,605
Cash dividends declared per share of Class A common stock	$	0.23	$	0.23	$	0.69	$	0.69	$	0.23	$	0.23	$	0.69	$	0.69

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				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Net income (loss)	$	(910)	$	(42,363)	$	12,310	$	(30,240)	$	(82,672)	$	(910)	$	(80,107)	$	12,310
Change in cumulative translation adjustment		(2,238)		(256)		(2,823)		30		(1,015)		(2,238)		313		(2,823)
Other comprehensive income (loss), net of tax		(2,238)		(256)		(2,823)		30		(1,015)		(2,238)		313		(2,823)
Comprehensive income (loss)		(3,148)		(42,619)		9,487		(30,210)		(83,687)		(3,148)		(79,794)		9,487
Less: Comprehensive income (loss) attributable to non-controlling interest		(2,102)		(17,346)		3,594		(11,512)		(23,601)		(2,102)		(21,945)		3,594
Comprehensive income (loss) attributable to RE/MAX Holdings, Inc., net of tax	$	(1,046)	$	(25,273)	$	5,893	$	(18,698)	$	(60,086)	$	(1,046)	$	(57,849)	$	5,893

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

RE/MAX HOLDINGS, INC.

Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(In thousands, except share amounts)

(Unaudited)

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, 2022

18,806,194

$
2

1

$
—

$
515,443

$
(7,821)

$
650

$
(439,207)

$
69,067
Net income (loss)

—

—

—

—

—

1,451

—

1,494

2,945
Distributions to non-controlling unitholders

—

—

—

—

—

—

—

(2,894)

(2,894)
Equity-based compensation expense and dividend equivalents

587,283

—

—

—

12,215

(685)

—

—

11,530
Dividends to Class A common stockholders

—

—

—

—

—

(4,439)

—

—

(4,439)
Repurchase and retirement of common shares

(45,885)

—

—

—

—

(1,314)

—

—

(1,314)
Change in accumulated other comprehensive income (loss)

—

—

—

—

—

—

242

240

482
Payroll taxes related to net settled restricted stock units

(175,048)

—

—

—

(5,586)

—

—

—

(5,586)
Balances, March 31, 2022

19,172,544

$
2

1

$
—

$
522,072

$
(12,808)

$
892

$
(440,367)

$
69,791
Net income (loss)

—

—

—

—

—

5,829

—

4,446

10,275
Distributions to non-controlling unitholders

—

—

—

—

—

—

—

(4,529)

(4,529)
Equity-based compensation expense and dividend equivalents

39,002

—

—

—

4,123

(7)

—

—

4,116
Dividends to Class A common stockholders

—

—

—

—

—

(4,420)

—

—

(4,420)
Repurchase and retirement of common shares

(441,311)

—

—

—

—

(10,552)

—

—

(10,552)
Change in accumulated other comprehensive income (loss)

—

—

—

—

—

—

(583)

(484)

(1,067)
Payroll taxes related to net settled restricted stock units

(16,400)

—

—

—

(73)

—

—

—

(73)
Balances, June 30, 2022

18,753,835

$
2

1

$
—

$
526,122

$
(21,958)

$
309

$
(440,934)

$
63,541
Net income (loss)

—

—

—

—

—

140

—

(1,050)

(910)
Distributions to non-controlling unitholders

—

—

—

—

—

—

—

(3,500)

(3,500)
Equity-based compensation expense and dividend equivalents

172,522

—

—

—

6,839

(96)

—

—

6,743
Dividends to Class A common stockholders

—

—

—

—

—

(4,322)

—

—

(4,322)
Repurchase and retirement of common shares

(507,980)

—

—

—

—

(11,929)

—

—

(11,929)
Change in accumulated other comprehensive income (loss)

—

—

—

—

—

—

(1,186)

(1,052)

(2,238)
Payroll taxes related to net settled restricted stock units

(28,235)

—

—

—

(697)

—

—

(697)
Balances, September 30, 2022

18,390,142

$
2

1

$
—

$
532,264

$
(38,165)

$
(877)

$
(446,536)

$
46,688


									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 (deficit)
Balances, January 1, 2023	17,874,238	$	2	1	$	—	$	535,566	$	(53,999)	$	(395)	$	(449,472)	$	31,702
Net income (loss)	—		—	—		—		—		(671)		—		(8)		(679)
Distributions to non-controlling unitholders	—		—	—		—		—		—		—		(2,889)		(2,889)
Equity-based compensation expense and dividend equivalents	593,463		—	—		—		6,635		(660)		—		—		5,975
Dividends to Class A common stockholders	—		—	—		—		—		(4,164)		—		—		(4,164)
Repurchase and retirement of common shares	(160,405)		—	—		—		—		(3,408)		—		—		(3,408)
Change in accumulated other comprehensive income (loss)	—		—	—		—		—		—		82		17		99
Shares withheld for taxes on share-based compensation	(185,349)		—	—		—		(3,458)		—		—		—		(3,458)
Other	—		—	—		—		—		(235)		—		—		(235)
Balances, March 31, 2023	18,121,947	$	2	1	$	—	$	538,743	$	(63,137)	$	(313)	$	(452,352)	$	22,943
Net income (loss)	—		—	—		—		—		2,010		—		1,234		3,244
Distributions to non-controlling unitholders	—		—	—		—		—		—		—		(2,889)		(2,889)
Equity-based compensation expense and dividend equivalents	5,682		—	—		—		3,688		(3)		—		—		3,685
Dividends to Class A common stockholders	—		—	—		—		—		(4,168)		—		—		(4,168)
Change in accumulated other comprehensive income (loss)	—		—	—		—		—		—		816		413		1,229
Shares withheld for taxes on share-based compensation	(1,013)		—	—		—		(19)		—		—		—		(19)
Balances, June 30, 2023	18,126,616	$	2	1	$	—	$	542,412	$	(65,298)	$	503	$	(453,594)	$	24,025
Net income (loss)	—		—	—		—		—		(59,454)		—		(23,218)		(82,672)
Distributions to non-controlling unitholders	—		—	—		—		—		—		—		(2,889)		(2,889)
Equity-based compensation expense and dividend equivalents	121,311		—	—		—		4,309		(327)		—		—		3,982
Dividends to Class A common stockholders	—		—	—		—		—		(4,170)		—		—		(4,170)
Change in accumulated other comprehensive income (loss)	—		—	—		—		—		—		(632)		(383)		(1,015)
Shares withheld for taxes on share-based compensation	(34,430)		—	—		—		(537)		—		—		—		(537)
Other	—		—	—		—		—		1		—		—		1
Balances, September 30, 2023	18,213,497	$	2	1	$	—	$	546,184	$	(129,248)	$	(129)	$	(480,084)	$	(63,275)

See accompanying notes to unaudited condensed consolidated financial statements.

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, 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


									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, 2022	18,806,194	$	2	1	$	—	$	515,443	$	(7,821)	$	650	$	(439,207)	$	69,067
Net income (loss)	—		—	—		—		—		1,451		—		1,494		2,945
Distributions to non-controlling unitholders	—		—	—		—		—		—		—		(2,894)		(2,894)
Equity-based compensation expense and dividend equivalents	587,283		—	—		—		12,215		(685)		—		—		11,530
Dividends to Class A common stockholders	—		—	—		—		—		(4,439)		—		—		(4,439)
Repurchase and retirement of common shares	(45,885)							—		(1,314)		—		—		(1,314)
Change in accumulated other comprehensive income (loss)	—		—	—		—		—		—		242		240		482
Shares withheld for taxes on share-based compensation	(175,048)		—	—		—		(5,586)		—		—		—		(5,586)
Balances, March 31, 2022	19,172,544	$	2	1	$	—	$	522,072	$	(12,808)	$	892	$	(440,367)	$	69,791
Net income (loss)	—		—	—		—		—		5,829		—		4,446		10,275
Distributions to non-controlling unitholders	—		—	—		—		—		—		—		(4,529)		(4,529)
Equity-based compensation expense and dividend equivalents	39,002		—	—		—		4,123		(7)		—		—		4,116
Dividends to Class A common stockholders	—		—	—		—		—		(4,420)		—		—		(4,420)
Repurchase and retirement of common shares	(441,311)			—						(10,552)		—		—		(10,552)
Change in accumulated other comprehensive income (loss)	—		—	—		—		—		—		(583)		(484)		(1,067)
Shares withheld for taxes on share-based compensation	(16,400)		—	—		—		(73)		—		—		—		(73)
Balances, June 30, 2022	18,753,835	$	2	1	$	—	$	526,122	$	(21,958)	$	309	$	(440,934)	$	63,541
Net income (loss)	—		—	—		—		—		140		—		(1,050)		(910)
Distributions to non-controlling unitholders	—		—	—		—		—		—		—		(3,500)		(3,500)
Equity-based compensation expense and dividend equivalents	172,522		—	—		—		6,839		(96)		—		—		6,743
Dividends to Class A common stockholders	—		—	—		—		—		(4,322)		—		—		(4,322)
Repurchase and retirement of common shares	(507,980)									(11,929)		—		—		(11,929)
Change in accumulated other comprehensive income (loss)	—		—	—		—		—		—		(1,186)		(1,052)		(2,238)
Shares withheld for taxes on share-based compensation	(28,235)		—	—		—		(697)		—		—		—		(697)
Balances, September 30, 2022	18,390,142	$	2	1	$	—	$	532,264	$	(38,165)	$	(877)	$	(446,536)	$	46,688

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				Nine Months Ended
	September 30,				September 30,
	2022		2021		2023		2022
Cash flows from operating activities:
Net income (loss)	$	12,310	$	(30,240)	$	(80,107)	$	12,310
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		26,855		22,236		24,236		26,855
Impairment charge - leased assets		6,248		—
Impairment charge - goodwill		—		5,123
Non-cash loss on lease termination		1,175		—
Equity-based compensation expense						14,050		18,006
Bad debt expense		1,256		(208)		4,903		1,256
Loss (gain) on sale or disposition of assets, net		1,314		(10)
Loss on early extinguishment of debt		—		264
Equity-based compensation expense		18,006		27,315
Deferred income tax expense (benefit)		(41)		(1,869)		51,799		(41)
Fair value adjustments to contingent consideration		1,303		330		(379)		1,303
Non-cash lease expense (benefit)		(1,539)		(984)
Settlement charge						55,000		—
Impairment charge - leased assets						—		6,248
Loss on sale or disposition of assets, net						386		1,314
Non-cash lease benefit						(2,242)		(1,539)
Non-cash loss on lease termination						—		1,175
Non-cash debt charges						644		644
Gain on reduction in tax receivable agreement liability						(24,917)		—
Other, net		714		463		(73)		70
Changes in operating assets and liabilities		(6,215)		(5,776)		(23,675)		(6,215)
Net cash provided by operating activities		61,386		16,644		19,625		61,386
Cash flows from investing activities:
Purchases of property, equipment and capitalization of software		(7,950)		(12,069)		(4,249)		(7,950)
Acquisitions, net of cash, cash equivalents and restricted cash acquired of $14.1 million in the prior year		—		(180,402)
Other		(1,915)		—		679		(1,915)
Net cash used in investing activities		(9,865)		(192,471)		(3,570)		(9,865)
Cash flows from financing activities:
Proceeds from the issuance of debt		—		458,850
Payments on debt		(3,450)		(226,240)		(3,450)		(3,450)
Capitalized debt amendment costs		—		(3,871)
Distributions paid to non-controlling unitholders		(10,923)		(10,780)		(8,667)		(10,923)
Dividends and dividend equivalents paid to Class A common stockholders		(13,969)		(13,488)		(13,492)		(13,969)
Payments related to tax withholding for share-based compensation		(6,356)		(5,329)		(4,014)		(6,356)
Common shares repurchased		(23,795)		—		(3,408)		(23,795)
Payment of contingent consideration		(120)		—		(360)		(120)
Net cash (used in) provided by financing activities		(58,613)		199,142
Net cash used in financing activities						(33,391)		(58,613)
Effect of exchange rate changes on cash		(2,009)		54		21		(2,009)
Net (decrease) increase in cash, cash equivalents and restricted cash		(9,101)		23,369
Net decrease in cash, cash equivalents and restricted cash						(17,315)		(9,101)
Cash, cash equivalents and restricted cash, beginning of period		158,399		121,227		138,128		158,399
Cash, cash equivalents and restricted cash, end of period	$	149,298	$	144,596	$	120,813	$	149,298
Supplemental disclosures of cash flow information:
Cash paid for interest	$	12,728	$	3,962
Net cash paid for income taxes	$	3,852	$	11,452
Cash paid for lease termination	$	1,285	$	—

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. (“Holdings”) and its consolidated subsidiaries, including RMCO, LLC (“RMCO”), are referred to hereinafter as the “Company.”

The Company is one of the world’s leading franchisors 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 (“Motto”). The Company also sells ancillary products and services, including loan processing services, to its Motto network through the wemlo brand. The Company focuses on enabling its networks’ success by providing powerful technology, quality education, and valuable marketing to build the strength of the RE/MAX and Motto brands.

RE/MAX and Motto are 100% franchised—the Company 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”) converting INTEGRA’s formerly Independent Regions into Company-Owned Regions.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Condensed Consolidated Balance Sheet at December 31, ~~2021,~~2022, 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”). 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 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, ~~2022~~2023 and the results of its operations and comprehensive income (loss), cash flows and changes in its stockholders’ equity (deficit) for the three and nine months ended September 30, ~~2022~~2023 and ~~2021.~~2022. Interim results may not be indicative of 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 Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 (“~~2021~~2022 Annual Report on Form 10-K”). Please refer to that document for a fuller discussion of all significant accounting policies.

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.

Segment Reporting

The Company operates under the following four operating segments: Real Estate, Mortgage, Marketing Funds and Other. Due to quantitative insignificance, the “Other” operating segment is comprised of operations which do not meet the criteria of a reportable segment.

~~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 open offices.

●

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

Table of Contents

Revenue Recognition

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

●

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

●

Broker fees, which are fees on real estate commissions when a RE/MAX agent assists a consumer with buying or selling 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~~open offices.

●

Franchise sales and other revenue, which consists of fees from initial sales of RE/MAX and Motto franchises, renewals of RE/MAX franchises and RE/MAX master franchise fees, as well as data services subscription revenue, preferred marketing arrangements, technology products and subscription revenue, events-related revenue from education and other programs and mortgage loan processing revenue.

Deferred Revenue and Commissions Related to Franchise Sales

Deferred revenue is primarily driven by Franchise sales and Annual dues, as discussed above, and is included in “Deferred revenue” and “Deferred revenue, net of current portion” on the Condensed Consolidated Balance Sheets. Other deferred revenue is primarily related to events-related revenue. The activity consists of the following (in thousands):

Balance at

Revenue

Balance at

January 1, 2022

New billings

recognized ^(a)

September 30, 2022
Franchise sales

$
26,043

$
5,839

$
(6,387)

$
25,495
Annual dues

15,020

26,673

(26,847)

14,846
Other

5,044

18,040

(19,421)

3,663

$
46,107

$
50,552

$
(52,655)

$
44,004


	Balance at				Revenue		Balance at
	January 1, 2023		New billings		recognized ^(a)		September 30, 2023
Franchise sales	$	25,281	$	6,517	$	(6,715)	$	25,083
Annual dues		14,164		25,320		(25,661)		13,823
Other		6,626		14,675		(18,059)		3,242
	$	46,071	$	46,512	$	(50,435)	$	42,148

(a)	Revenue recognized related to the beginning balance for Franchise sales and Annual dues were ~~$5.9~~$6.2 million and ~~$13.8~~$13.0 million, respectively, for the nine months ended September 30, ~~2022.~~2023.

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):


			Additions to								Additions to
	Balance at		contract cost		Expense		Balance at		Balance at		contract cost		Expense		Balance at
	January 1, 2022		for new activity		recognized		September 30, 2022		January 1, 2023		for new activity		recognized		September 30, 2023
Capitalized contract costs for commissions	$	4,010	$	1,316	$	(1,491)	$	3,835	$	3,974	$	2,129	$	(1,848)	$	4,255

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 2022		2023		2024		2025		2026		2027		Thereafter		Total		Remainder of 2023		2024		2025		2026		2027		2028		Thereafter		Total
Annual dues	$	6,986	$	7,860	$	—	$	—	$	—	$	—	$	—	$	14,846	$	6,491	$	7,332	$	—	$	—	$	—	$	—	$	—	$	13,823
Franchise sales		1,875		6,718		5,550		4,313		2,920		1,507		2,612		25,495		1,826		6,714		5,536		4,204		2,786		1,384		2,633		25,083
Total	$	8,861	$	14,578	$	5,550	$	4,313	$	2,920	$	1,507	$	2,612	$	40,341	$	8,317	$	14,046	$	5,536	$	4,204	$	2,786	$	1,384	$	2,633	$	38,906

Table of Contents

Disaggregated Revenue

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


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2022		2021		2022		2021		2023		2022		2023		2022
U.S. Company-Owned Regions ^(a)	$	39,975	$	42,922	$	121,862	$	113,081	$	35,504	$	39,975	$	105,440	$	121,862
U.S. Independent Regions ^(a)		1,819		2,592		5,397		9,610		1,668		1,819		4,896		5,397
Canada Company-Owned Regions ^(a)		10,764		8,889		32,673		17,243		10,607		10,764		30,946		32,673
Canada Independent Regions ^(a)		723		1,258		2,141		5,827		721		723		2,168		2,141
Global		2,908		2,967		9,193		8,462		3,251		2,908		9,653		9,193
Fee revenue ^(b)(a)		56,189		58,628		171,266		154,223		51,751		56,189		153,103		171,266
Franchise sales and other revenue ^(c)(b)		6,466		5,995		21,902		17,845		4,812		6,466		21,649		21,902
Total Real Estate		62,655		64,623		193,168		172,068		56,563		62,655		174,752		193,168
U.S. ^(a)		17,186		18,471		52,386		51,012		15,638		17,186		48,043		52,386
Canada ^(a)		5,201		4,541		15,202		7,702		4,956		5,201		14,440		15,202
Global		349		257		908		742		259		349		789		908
Total Marketing Funds		22,736		23,269		68,496		59,456		20,853		22,736		63,272		68,496
Mortgage ^(d)(c)		3,194		2,620		9,337		7,353		3,640		3,194		10,444		9,337
Other ^(d)(c)		358		485		1,118		1,661		167		358		603		1,118
Total	$	88,943	$	90,997	$	272,119	$	240,538	$	81,223	$	88,943	$	249,071	$	272,119

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

~~(b)~~

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

~~(c)~~(b)

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

~~(d)~~(c)

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

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, 2023		December 31, 2022
Cash and cash equivalents	$	89,820	$	108,663
Restricted cash:
Marketing Funds ^(a)		17,243		29,465
Settlement Fund ^(b)		13,750		—
Total cash, cash equivalents and restricted cash	$	120,813	$	138,128

September 30,

December 31,

2022

2021
Cash and cash equivalents

$
117,899

$
126,270
Restricted cash

31,399

32,129
Total cash, cash equivalents and restricted cash

$
149,298

$
158,399

(a)	All cash held by the Marketing Funds is contractually restricted, pursuant to the applicable franchise agreements.

(b)	Represents the net amounts held in the Settlement Fund as part of the settlement of the Nationwide Claims. See Note 11, Commitments and Contingencies for additional information.

Services Provided to the Marketing Funds by Real Estate

Real Estate charges the Marketing Funds for various services it performs. These services are primarily comprised of (a) building and maintaining ~~agent marketing technology, including customer relationship management tools,~~ the ~~www.remax.com website, agent, office~~remax.com and ~~team~~remax.ca websites and mobile apps, (b) dedicated employees focused on marketing campaigns, and (c) various administrative services including customer support of ~~technology,~~technology; accounting and legal. In 2022 and prior, the additional services provided were (d) agent marketing technology; including customer relationship management and competitive market analysis tools and (e) agent, office and team websites. 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)~~income. The Company started to transition to the kvCORE platform for agent marketing technology and agent, office, and team websites in the second half of 2022. The payment for these aforementioned services have since been paid for directly by the Marketing Funds, which reduces the charges Real Estate had historically charged the Marketing Funds when these services were provided by the Company (See Restructuring Charges below).

Table of Contents

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

Three Months Ended

Nine Months Ended

September 30,

September 30,

2022

2021

2022

2021
Technology − operating

$
3,526

$
3,213

$
11,269

$
10,046
Technology − capital ^(a)

(277)

243

884

647
Marketing staff and administrative services

1,493

1,725

4,174

4,032
Total

$
4,742

$
5,181

$
16,327

$
14,725


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Technology − operating	$	1,169	$	3,526	$	3,507	$	11,269
Technology − capital^(a)		—		(277)		(203)		884
Marketing staff and administrative services		1,441		1,493		4,416		4,174
Total	$	2,610	$	4,742	$	7,720	$	16,327

(a)

During the first quarter of 2023 and the third quarter of ~~2022, due to~~2023, the ~~Company’s restructuring,~~Company determined that certain development projects were no longer needed and therefore $0.2 million and $0.3 million, reflecting the cost of work in process assets that would no longer be placed in service, ~~totaling $0.5 million~~ was refunded to the Marketing Funds.

Accounts and Notes Receivable

As of September 30, ~~2022,~~2023, and December 31, ~~2021,~~2022, the Company had allowances against accounts and notes receivable of ~~$9.0~~$11.4 million and ~~$9.6~~$9.1 million, respectively.

Property and Equipment

As of September 30, ~~2022,~~2023, and December 31, ~~2021,~~2022, the Company had accumulated depreciation of ~~$11.3~~$12.9 million and ~~$9.4~~$10.9 million, respectively.

Leases

The Company leases corporate offices, a distribution center, billboards and certain equipment. As all franchisees are independently owned and ~~operated;~~operated, there are no 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.

During the first and third quarters of 2022, the Company subleased portions of its corporate headquarters. As a result, the Company performed impairment tests on the portions subleased. Based on a comparison of undiscounted cash flows to the right of use (“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 the sublease rates received. This resulted in impairment charges of $3.7 million for the first quarter of 2022 and $2.5 million for the third quarter of 2022, which reflect the excess of the ROU asset carrying value over its fair value.

During the second quarter of 2022, the Company terminated its booj office lease, which is owned by an entity controlled by former employees of the Company. As a result, the Company wrote off an ROU asset of $2.7 million and derecognized $1.5 million of lease liability associated with the terminated lease. The Company also recognized a loss on termination of $2.5 million, which included a lease termination payment of $1.3 million.

Restructuring and Reduction in Force Charges

During the third quarter of 2023, the Company announced a reduction in force and reorganization (the “Reorganization”) intended to streamline the Company’s operations and yield cost savings over the long term. The Reorganization reduced the Company’s overall workforce by approximately 7% and was substantially complete by September 30, 2023. As a result of the Reorganization, the Company incurred a pre-tax cash charge for one-time termination benefits of severance and related costs of $4.3 million and accelerated equity compensation expense of $0.5 million. See Note 6, Accrued Liabilities for a roll forward of the liability related to the Reorganization as of September 30, 2023.

During the third quarter of 2022, the Company began incurring expenses related to a restructuring in its business and technology offerings with the phased rollout of the kvCORE platform, replacing the functionality ~~currently~~previously provided by the booj platform. A significant amount of these costs are termination benefits related to workforce reductions including severance and related expenses ~~received~~that were incurred in the second half of 2022. See Note 6, Accrued Liabilities for a roll forward of the liability related to the restructuring as of September 30, 2023.

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Severance and Retirement Plan

On May 24, 2023, the Compensation Committee of the Board of Directors approved a Severance and Retirement Plan (the “Plan”). The Plan replaces the Severance Pay Benefit Plan adopted by ~~former employees. During the third quarter of 2022,~~ the Company ~~incurred $10.4 million~~on December 4, 2018. The Plan provides benefits to eligible employees and executive officers of ~~expenses related~~RE/MAX, LLC and its subsidiaries, in the event of (i) involuntary termination of their employment due to ~~this restructure, including $6.9 million~~position elimination, reduction in force, or other circumstances that the employer determines should result in payment of ~~severance~~benefits, or (ii) voluntary termination of employment due to retirement for employees who meet the retirement eligibility criteria in the Plan, subject in both cases to certain restrictions set forth in the Plan. In the case of involuntary termination, these benefits include salary continuation, a health benefits stipend, outplacement services and ~~related expenses, $2.0 million~~a possible pro-rated bonus. In the case of ~~accelerated equity compensation expense,~~retirement, these benefits include modification of vesting of restricted stock awards (for employees who are eligible for restricted stock awards) and a ~~$1.2 million write off of capitalized software development costs and $0.3 million of accelerated amortization.~~possible pro-rated bonus.

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 loan from a U.S. subsidiary to a Canadian ~~loan between RMCO and the Canadian entity for INTEGRA.~~subsidiary. The Company uses short duration foreign currency forward contracts, generally with maturities ranging from a few days to a few months, to

~~Table of Contents~~

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, 2022, the~~The Company ~~had an aggregate U.S. dollar equivalent of $53.6~~has a short-term $74.0 million ~~notional amount of~~ Canadian dollar forward ~~contracts to hedge these exposures.~~contract that matures in the fourth quarter of 2023 that net settles in U.S. dollars based on the prevailing spot rates at maturity.

Recently Adopted Accounting Pronouncements

~~None.~~

~~New Accounting Pronouncements Not Yet Adopted~~

~~In March 2020, the FASB issued ASU 2020-04,~~ ~~Reference Rate Reform (Topic 848)~~, which contains temporary optional expedients and exceptions to the 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 London Interbank Offered Rate (“LIBOR”) to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The new guidance is effective upon issuance and may be adopted on any date on or after March 12, 2020. The Company believes the amendments of ASU 2020-04 will not have a significant impact on the Company’s consolidated financial statements and related disclosures as the Company does not currently engage in interest rate hedging of its LIBOR based debt, nor does it believe it has any material contracts tied to LIBOR other than its Senior Secured Credit Facility, as discussed in Note 8, ~~Debt~~~~. The Company does not expect any material adverse consequences from this transition.~~

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805)- Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,, which requires entities to recognize and measure contract assets (commissions related to franchise sales) and contract liabilities (deferred revenue) acquired in a business combination in accordance with ASC 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. The impact to future acquisitions could be material depending on the significance of future acquisitions. There would be no impact to cash flows.

~~3. Non-controlling Interest~~

~~Holdings is~~In March 2020, the ~~sole managing member~~FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), which contains temporary optional expedients and exceptions to the 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 London Interbank Offered Rate (“LIBOR”) to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). The Company adopted this standard effective July 1, 2023, on a prospective basis, with an executed amendment of ~~RMCO~~its Senior Secured Credit Facility Agreement. The Company’s benchmark rate was transitioned from LIBOR to Adjusted Term SOFR. The amendments of ASU 2020-04 did not have a significant impact on the Company’s consolidated financial statements and ~~operates and controls all the business affairs of RMCO. The ownership of the common units in RMCO is summarized as follows:~~related disclosures.

New Accounting Pronouncements Not Yet Adopted

September 30, 2022

December 31, 2021

Shares

Ownership %

Shares

Ownership %

Non-controlling interest ownership of common units in RMCO

12,559,600

40.6
%
12,559,600

40.0
%
Holdings outstanding Class A common stock (equal to Holdings common units in RMCO)

18,390,142

59.4
%
18,806,194

60.0
%
Total common units in RMCO

30,949,742

100.0
%
31,365,794

100.0
%

None.

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3. Non-controlling Interest

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


	September 30, 2023			December 31, 2022
	Shares	Ownership %		Shares	Ownership %
Non-controlling interest ownership of common units in RMCO	12,559,600	40.8	%	12,559,600	41.3	%
Holdings outstanding Class A common stock (equal to Holdings common units in RMCO)	18,213,497	59.2	%	17,874,238	58.7	%
Total common units in RMCO	30,773,097	100.0	%	30,433,838	100.0	%

The weighted average ownership (“WAO”) percentages for the applicable reporting periods are used to calculate the “Net income (loss) attributable to RE/MAX Holdings, Inc.” A reconciliation of “Income (loss) before provision for income taxes” to “Net income (loss) attributable to RE/MAX Holdings, Inc.” and “Net Income (loss) attributable to non-controlling interest” in the accompanying Condensed Consolidated Statements of Income (Loss) for the periods indicated is detailed as follows (in thousands, except percentages):


	Three Months Ended September 30,																		Three Months Ended September 30,
	2022									2021									2023									2022
	RE/MAX Holdings, Inc.			Non-controlling interest			Total			RE/MAX Holdings, Inc.			Non-controlling interest			Total			RE/MAX Holdings, Inc.			Non-controlling interest			Total			RE/MAX Holdings, Inc.			Non-controlling interest			Total
Weighted average ownership percentage of RMCO^(a)		59.8	%		40.2	%		100.0	%		59.8	%		40.2	%		100.0	%		59.1	%		40.9	%		100.0	%		59.8	%		40.2	%		100.0	%
Income (loss) before provision for income taxes^(a)	$	(219)		$	(138)		$	(357)		$	(24,836)		$	(16,735)		$	(41,571)		$	(6,866)		$	(22,126)		$	(28,992)		$	(219)		$	(138)		$	(357)
(Provision) / benefit for income taxes^(c)(b)		359			(912)			(553)			(313)			(479)			(792)			(52,588)			(1,092)			(53,680)			359			(912)			(553)
Net income (loss)	$	140		$	(1,050)		$	(910)		$	(25,149)		$	(17,214)		$	(42,363)		$	(59,454)		$	(23,218)		$	(82,672)		$	140		$	(1,050)		$	(910)

	Nine Months Ended September 30,																		Nine Months Ended September 30,
	2022									2021									2023									2022
	RE/MAX Holdings, Inc.			Non-controlling interest			Total			RE/MAX Holdings, Inc.			Non-controlling interest			Total			RE/MAX Holdings, Inc.			Non-controlling interest			Total			RE/MAX Holdings, Inc.			Non-controlling interest			Total
Weighted average ownership percentage of RMCO^(a)		60.0	%		40.0	%		100.0	%		59.8	%		40.2	%		100.0	%		59.0	%		41.0	%		100.0	%		60.0	%		40.0	%		100.0	%
Income (loss) before provision for income taxes^(a)	$	10,016		$	6,653		$	16,669		$	(17,208)		$	(11,578)		$	(28,786)		$	(3,694)		$	(19,919)		$	(23,613)		$	10,016		$	6,653		$	16,669
(Provision) / benefit for income taxes^(d)(b)		(2,596)			(1,763)			(4,359)			(1,517)			63			(1,454)			(54,421)			(2,073)			(56,494)			(2,596)			(1,763)			(4,359)
Net income (loss)	$	7,420		$	4,890		$	12,310		$	(18,725)		$	(11,515)		$	(30,240)		$	(58,115)		$	(21,992)		$	(80,107)		$	7,420		$	4,890		$	12,310

(a)	The ~~weighted average ownership~~WAO percentage of RMCO differs from the allocation of income (loss) before provision for income taxes between Holdings and the non-controlling interest due to certain ~~relatively insignificant~~ items recorded at Holdings.

(b)

The provision for income taxes attributable to Holdings is primarily comprised of U.S. federal and state income taxes on its proportionate share of the flow-through income from RMCO. It also includes Holdings’ share of taxes directly incurred by RMCO and its subsidiaries, including taxes in certain foreign jurisdictions.

~~(c)~~

Beginning in July 2021 as a result of the INTEGRA acquisition, RMCO now also owns two corporate subsidiaries, which unlike RMCO are not pass-through entities. These entities are taxed at the corporate level on 100% of their income.

~~(d)~~

The provision for income taxes attributable to the non-controlling interest represents its share of taxes incurred by RMCO and its subsidiaries (both foreign taxes and taxes from non-flow through subsidiaries). Otherwise, because RMCO is a flow-through entity, there is no U.S. federal and state income tax provision recorded on the non-controlling interest.

Distributions and Other Payments to Non-controlling Unitholders

Under the terms of RMCO’s limited liability company operating agreement, RMCO makes cash distributions to non-controlling unitholders on a pro-rata basis. The distributions paid or payable to non-controlling unitholders are summarized as follows (in thousands):

Nine Months Ended

September 30,

2022

2021
Tax and other distributions
$
2,256

$
2,113
Dividend distributions

8,667

8,667
Total distributions to non-controlling unitholders
$
10,923

$
10,780


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

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4. Earnings ~~(loss)~~(Loss) Per Share, Dividends and Repurchases

Earnings ~~(loss)~~(Loss) Per Share

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


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Numerator
Net income (loss) attributable to RE/MAX Holdings, Inc.	$	140	$	(25,149)	$	7,420	$	(18,725)	$	(59,454)	$	140	$	(58,115)	$	7,420
Denominator for basic net income (loss) per share of Class A common stock
Weighted average shares of Class A common stock outstanding		18,646,306		18,739,564		18,859,376		18,651,858		18,150,557		18,646,306		18,064,009		18,859,376
Denominator for diluted net income (loss) per share of Class A common stock
Weighted average shares of Class A common stock outstanding		18,646,306		18,739,564		18,859,376		18,651,858		18,150,557		18,646,306		18,064,009		18,859,376
Add dilutive effect of the following:
Restricted stock ^(a)		230,557		—		221,229		—		—		230,557		—		221,229
Weighted average shares of Class A common stock outstanding, diluted		18,876,863		18,739,564		19,080,605		18,651,858		18,150,557		18,876,863		18,064,009		19,080,605
Earnings (loss) per share of Class A common stock
Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock, basic	$	0.01	$	(1.34)	$	0.39	$	(1.00)
Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock, diluted	$	0.01	$	(1.34)	$	0.39	$	(1.00)
Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock
Basic									$	(3.28)	$	0.01	$	(3.22)	$	0.39
Diluted									$	(3.28)	$	0.01	$	(3.22)	$	0.39

~~(a)~~

As the Company had a net loss for the three and nine months ended September 30, 2021, those 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.

Outstanding Class B common stock does not share in the earnings of 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.

Dividends

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


	Nine Months Ended September 30,														Nine Months Ended September 30,
	2022							2021							2023							2022
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		Date paid	Per share		Class A stockholders ($)		Non-controlling unitholders ($)		Date paid	Per share		Class A stockholders ($)		Non-controlling unitholders ($)
March 31	March 16, 2022	$	0.23	$	4,439	$	2,889	March 17, 2021	$	0.23	$	4,326	$	2,889	March 22, 2023	$	0.23	$	4,164	$	2,889	March 16, 2022	$	0.23	$	4,439	$	2,889
June 30	May 25, 2022		0.23		4,420		2,889	June 2, 2021		0.23		4,345		2,889	May 31, 2023		0.23		4,168		2,889	May 25, 2022		0.23		4,420		2,889
September 30	August 30, 2022		0.23		4,322		2,889	August 31, 2021		0.23		4,345		2,889	August 29, 2023		0.23		4,169		2,889	August 30, 2022		0.23		4,322		2,889
		$	0.69	$	13,181	$	8,667		$	0.69	$	13,016	$	8,667		$	0.69	$	12,501	$	8,667		$	0.69	$	13,181	$	8,667

~~On November 2, 2022,~~Subsequent to September 30, 2023, the Company’s Board of Directors ~~declared a~~decided to suspend the Company’s quarterly ~~dividend~~dividend. In light of ~~$0.23 per share on all outstanding shares~~the recent litigation settlement and ongoing challenging housing and mortgage market conditions, the Company’s Board of ~~Class A common stock, payable on November 30, 2022~~Directors believes this action to ~~stockholders of record at~~preserve the ~~close of business on November 16, 2022.~~Company’s capital is prudent.

Share Repurchases and Retirement

In January 2022, the Company’s Board of Directors authorized a common stock repurchase program of up to $100 million. During the nine months ended September 30, ~~2022, 995,176~~2023, 160,405 shares of the Company’s Class A common stock were repurchased and retired for ~~$23.8~~$3.4 million excluding commissions, at a weighted average cost of ~~$23.91.~~$21.24. As of September 30, ~~2022, $76.2~~2023, $62.5 million remained available under the share repurchase program.

~~Table of Contents~~

~~5. Acquisitions and Dispositions~~

~~Acquisitions~~

~~RE/MAX INTEGRA North America Regions Acquisition~~

On July 21, 2021, the Company acquired the operating companies of the North America regions of INTEGRA whose territories cover 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) for cash consideration of approximately $235.0 million. The Company acquired these companies in order to convert these formerly Independent Regions into Company-Owned Regions, advance its ability to scale, deliver value to its affiliates and 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 Senior Secured Credit Facility (See Note 8, ~~Debt~~~~) and using cash from operations.~~

The Company allocated $40.9 million of the 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 the difference between the historical contractual royalty rates paid by INTEGRA and the current market rate. The loss is recorded in “Settlement and impairment charges” in the Consolidated Statements of Income (Loss) in the 2021 Annual Report on Form 10-K.

~~The following table summarizes the allocation of the purchase price (net of settlement loss) to the fair value of assets acquired and liabilities assumed for the 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

502
Property and equipment

63
Franchise agreements ^(a)

92,250
Other intangible assets, net ^(a)

9,200
Other assets, net of current portion

2,174
Goodwill ^(b)

108,606
Accounts payable

(3,461)
Accrued liabilities

(14,045)
Income taxes payable

(3,107)
Deferred revenue

(824)
Deferred tax liabilities, net

(16,260)
Other liabilities, net of current portion

(2,200)
Total purchase price allocated to assets and liabilities

194,100
Loss on contract settlement

40,900
Total consideration

$
235,000

~~(a)~~

The Company expects to amortize the acquired Franchise agreements over a weighted average useful life of approximately 13 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 none in the U.S. to be deductible for tax purposes.~~

~~The Company finalized its accounting for the INTEGRA acquisition during the three months ended June 30, 2022.~~

~~Table of Contents~~

~~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 INTEGRA had occurred on January 1, 2020. The 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).

Three Months Ended

Nine Months Ended

September 30,

September 30,

2022 ^(a)

2021

2022 ^(a)

2021
Total revenue

$
88,943

$
93,809

$
272,119

$
267,326
Net income (loss) attributable to RE/MAX Holdings, Inc.

$
140

$
(25,059)

$
7,420

$
(19,325)

(a) Amounts agree to the Condensed Consolidated Statements of Income (Loss) for the three and nine months ended September 30, 2022, as it includes the actual results from the INTEGRA acquisition in both periods presented and are therefore not pro forma.

~~Dispositions~~

~~Assets and Liabilities Held for Sale~~

As part of the strategic shift and restructuring charges announced in July 2022, the Company is currently planning to sell the net assets of the Gadberry Group. Assets and liabilities held for sale includes the net book value of the Gadberry Group as the Company plans to sell the assets and liabilities within the next year. Long-lived assets that meet the held for sale criteria are held for sale and reported at the lower of their carrying value or fair value, less estimated costs to sell. The carrying value of the Gadberry Group assets are less than the fair value less estimated costs to sell as of September 30, 2022. The amounts below are included in the Condensed Consolidated Balance Sheets in each respective individual caption.

September 30,

2022 ^(a)
Accounts and notes receivable, current portion, net of allowances

$
1,415
Other current assets

209
Property and equipment, net of accumulated depreciation

46
Operating lease right of use assets

209
Goodwill

7,100
Other intangible assets, net

2,672
Total assets held for sale

$
11,651

Accounts payable

597
Accrued liabilities

898
Deferred revenue and deposits

1,243
Current portion of lease liability

103
Lease liability, net of current portion

108
Other liabilities, net of current portion

569
Total liabilities held for sale

$
3,518

~~(a)~~

~~Amounts are allocated to the Real Estate segment.~~

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6.5. Intangible Assets and Goodwill

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


	Weighted													Weighted
	Average	As of September 30, 2022						As of December 31, 2021						Average	As of September 30, 2023						As of December 31, 2022
	Amortization	Initial		Accumulated		Net		Initial		Accumulated		Net		Amortization	Initial		Accumulated		Net		Initial		Accumulated		Net
	Period	Cost		Amortization		Balance		Cost		Amortization		Balance		Period	Cost		Amortization		Balance		Cost		Amortization		Balance
Franchise agreements	12.6	$	264,274	$	(139,753)	$	124,521	$	267,770	$	(123,938)	$	143,832	12.3	$	224,574	$	(118,921)	$	105,653	$	224,397	$	(104,223)	$	120,174
Other intangible assets:
Software^(a)	4.1	$	47,416	$	(29,223)	$	18,193	$	51,368	$	(29,682)	$	21,686	4.2	$	51,580	$	(37,365)	$	14,215	$	48,658	$	(32,198)	$	16,460
Trademarks	8.3		2,401		(1,833)		568		2,356		(1,533)		823	9.2		1,724		(1,377)		347		1,713		(1,272)		441
Non-compete agreements	4.3		12,899		(4,075)		8,824		13,100		(4,563)		8,537	4.3		12,969		(7,318)		5,651		12,953		(4,878)		8,075
Training materials	5.0		2,400		(1,960)		440		2,400		(1,600)		800	—		2,400		(2,400)		—		2,400		(2,080)		320
Other	6.6		870		(377)		493		1,670		(986)		684	7.0		870		(577)		293		870		(403)		467
Total other intangible assets	4.4	$	65,986	$	(37,468)	$	28,518	$	70,894	$	(38,364)	$	32,530	4.4	$	69,543	$	(49,037)	$	20,506	$	66,594	$	(40,831)	$	25,763

(a)	As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, capitalized software development costs of ~~$3.6~~$1.5 million and ~~$1.9~~$4.6 million, respectively, were related to technology projects not yet complete and ready for their intended use and thus were not subject to amortization.

Amortization expense was ~~$8.3~~$7.6 million and ~~$7.9~~$8.3 million for the three months ended September 30, ~~2022~~2023 and ~~2021,~~2022, respectively, and was ~~$25.1~~$22.4 million and ~~$20.6~~$25.1 million for the nine months ended September 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

As of September 30, ~~2022,~~2023, the estimated future amortization expense related to intangible assets includes the estimated amortization expense associated with the Company’s intangible assets assumed with the Company’s acquisitions (in thousands):


Remainder of 2022	$	8,641
2023		29,866
Remainder of 2023			$	7,417
2024		24,699		25,917
2025		20,596		22,185
2026		14,376		15,535
2027				8,889
Thereafter		54,861		46,216
	$	153,039	$	126,159

The following table presents changes to goodwill by reportable segment (in thousands):


	Real Estate		Mortgage		Total
Balance, January 1, 2023	$	239,993	$	18,633	$	258,626
Effect of changes in foreign currency exchange rates		188		—		188
Balance, September 30, 2023	$	240,181	$	18,633	$	258,814

Real Estate

Mortgage

Total
Balance, January 1, 2022

$
250,482

$
18,633

$
269,115
Purchase price adjustments

(332)

—

(332)
Effect of changes in foreign currency exchange rates

(3,693)

—

(3,693)
Balance, September 30, 2022

$
246,457

$
18,633

$
265,090

As of September 30, 2023, there were no events or circumstances that would indicate impairment may have occurred at either reporting unit level.

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~~Impairment charge - goodwill~~

The Company assesses 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).

7.6. Accrued Liabilities

Accrued liabilities consist of the following (in thousands):


	September 30, 2022		December 31, 2021		September 30, 2023		December 31, 2022
Marketing Funds ^(a)	$	51,042	$	61,997	$	27,613	$	47,670
Accrued payroll and related employee costs ^(b)		14,963		22,634		13,844		14,419
Accrued taxes		1,547		2,053		1,609		2,025
Accrued professional fees		3,115		3,660		1,451		1,331
Settlement payable ^(b)						55,000		—
Other		5,829		6,424		4,904		5,306
	$	76,496	$	96,768	$	104,421	$	70,751

(a)	Consists primarily of liabilities recognized to reflect the contractual restriction that all funds collected in the Marketing Funds must be spent for designated purposes. See Note 2, Summary of Significant Accounting Policies for additional information.

(b)	~~Accrued payroll~~Represents the net settlement payable as part of the settlement of the Nationwide Claims. See Note 11, Commitments and ~~related employee costs included $5.0~~Contingencies for additional information.

The following table presents a roll forward of the severance and related costs liability as related to the Reorganization and the strategic shift and restructure of its business, which is in “Accrued payroll and related employee costs” in the table above (in thousands):



Balance, January 1, 2023	$	3,631
Severance and other related expenses		4,246
Cash payments		(3,674)
Balance, September 30, 2023 ^(a)	$	4,203

(a)

Includes $3.9 million ~~in accrued severance costs in relation~~relating to the ~~restructuring announced~~Reorganization that occurred in the ~~three months ended September 30, 2022.~~third quarter of 2023. The remaining liability balance is related to the strategic shift and restructure of its business that occurred in the third quarter of 2022.

8.7. Debt

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


	September 30, 2022		December 31, 2021		September 30, 2023		December 31, 2022
Senior Secured Credit Facility	$	454,250	$	457,700	$	449,650	$	453,101
Less unamortized debt issuance costs		(3,692)		(4,168)		(3,056)		(3,532)
Less unamortized debt discount costs		(1,305)		(1,473)		(1,081)		(1,249)
Less current portion		(4,600)		(4,600)		(4,600)		(4,600)
	$	444,653	$	447,459	$	440,913	$	443,720

As of September 30, ~~2022,~~2023, maturities of debt are as follows (in thousands):


Remainder of 2023	$	1,150
2024		4,600
2025		4,600
2026		4,600
2027		4,600
Thereafter		430,100
	$	449,650

Remainder of 2022

$
1,150
2023

4,600
2024

4,600
2025

4,600
2026

4,600
Thereafter

434,700

$
454,250

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Senior Secured Credit Facility

On July 21, 2021, the Company amended and restated its Senior Secured Credit Facility to ~~fund the INTEGRA acquisition and~~ refinance its existing facility. The revised facility provides for a seven-year $460.0 million term loan facility which matures on July 21, 2028, and a $50.0 million revolving loan facility which must be repaid on July 21, 2026.

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The Senior Secured Credit Facility requires ~~RE/MAX, LLC~~the Company to repay term loans at $1.2 million per quarter. The Company is also required to repay the term loans and reduce revolving commitments with (i) 100% of proceeds of any incurrence of additional debt not permitted by the Senior Secured Credit Facility, (ii) 100% of proceeds of asset sales and 100% of amounts recovered under insurance policies, subject to certain exceptions and a reinvestment right and (iii) 50% of 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 (or “TLR” as defined in the Senior Secured Credit Facility) is in excess of 4.25:1. If the TLR as of the 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 the TLR as of the last day of such fiscal year is less than 3.75:1, no repayment from ECF is required. In addition, the Company is limited in the amount of restricted payments it can make as defined in the Senior Secured Credit Facility. These restricted payments include declaration or payment of dividends, repurchase of shares, or other distributions. In general, the Company can make unlimited restricted payments, so long as the TLR is below 3.50:1 (both before and after giving effect to such payments). As of September 30, 2023, our TLR was 7.00:1.As long as the TLR remains above 3.50:1, the Company will be limited in the amount of restricted payments – primarily dividends and share repurchases – it can make up to the greater of $50 million or 50% of consolidated EBITDA on a trailing four calendar quarter basis (unless the Company can rely on other restricted payment baskets available under the Senior Secured Credit Facility). Consolidated EBITDA, as defined in the Senior Secured Credit Facility, was $24.6 million on a trailing twelve month basis as of September 30, 2023. The Company will evaluate if an ECF payment is required as of December 31, 2023 pursuant to the terms of the Senior Secured Credit Facility.

Borrowings under the term loans and revolving loans accrue interest, at the Company’s 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) 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%. The Senior Secured Credit Facility includes a provision for transition from LIBOR to the alternative reference rate of Adjusted Term SOFR on or before June 2023 (the LIBOR Rate cessation date). The Company transitioned from LIBOR to Adjusted Term SOFR during the third quarter of 2023 and borrowings under the term loans and revolving loans accrue interest based on Adjusted Term SOFR, beginning on July 31, 2023, subject to the same floor of 0.50%, plus the same applicable margin of 2.50%. As of September 30, ~~2022,~~2023, the interest rate on the term loan facility was ~~5.6%~~7.9%.

If amounts are drawn under the revolving line of credit, the Senior Secured Credit Facility requires the TLR to not exceed 4.50:1. As a result, as long as the Company’s TLR remains above 4.50:1, access to the revolving line of credit will be precluded. The Company expects that the earliest the TLR will fall below 4.50:1 is during the third quarter of 2024. A commitment fee of 0.5% per annum (subject to reductions) accrues on the amount of unutilized revolving line of ~~credit.~~credit regardless of the TLR. As of the date of this report, no amounts were drawn on the revolving line of credit.

9.8. 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 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 ~~2021~~2022 Annual Report on Form 10-K.

A summary of the Company’s liabilities measured at fair value on a recurring basis is as follows (in thousands):


	As of September 30, 2022								As of December 31, 2021								As of September 30, 2023								As of December 31, 2022
	Fair Value		Level 1		Level 2		Level 3		Fair Value		Level 1		Level 2		Level 3		Fair Value		Level 1		Level 2		Level 3		Fair Value		Level 1		Level 2		Level 3
Liabilities
Motto contingent consideration	$	5,800	$	—	$	—	$	5,800	$	4,530	$	—	$	—	$	4,530	$	3,200	$	—	$	—	$	3,200	$	3,710	$	—	$	—	$	3,710
Gadberry contingent consideration		1,163		—		—		1,163		1,250		—		—		1,250
Gadberry Group contingent consideration																		588		—		—		588		817		—		—		817
Contingent consideration ^(a)	$	6,963	$	—	$	—	$	6,963	$	5,780	$	—	$	—	$	5,780	$	3,788	$	—	$	—	$	3,788	$	4,527	$	—	$	—	$	4,527

(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 8% of gross receipts collected by Motto each year (the “Revenue Share Year”) through September 30, 2026, with no limitation as to the maximum payout. The annual

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payment is required to be made within 120 days of the end of each Revenue Share Year. The fair value of the contingent purchase consideration represents the forecasted discounted cash payments that the Company expects to 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 revenues. The forecasted revenue growth assumption that is most sensitive is the assumed franchise sales count for which the forecast assumes between ~~50-140~~60-140 franchises sold annually. This assumption is based on historical sales and an assumption of growth over time. A 10% change in the number of franchise sales would ~~increase or decrease the liability by $0.2 million.~~not have a material impact. A 1% change to the discount rate applied to the forecast changes the liability by approximately $0.1 million. As of September 30, 2023, contingent consideration also includes an amount recognized in connection with the acquisition of the Gadberry Group. 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)~~(Loss).

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The table below presents a reconciliation of the contingent consideration (in thousands):


	Total		Total
Balance at January 1, 2022	$	5,780
Balance at January 1, 2023			$	4,527
Fair value adjustments		1,303		(379)
Cash payments		(120)		(360)
Balance at September 30, 2022	$	6,963
Balance at September 30, 2023			$	3,788

The following table summarizes the carrying value and estimated fair value of the Senior Secured Credit Facility (in thousands):


	September 30, 2022				December 31, 2021				September 30, 2023				December 31, 2022
	Carrying Amount		Fair Value Level 2		Carrying Amount		Fair Value Level 2		Carrying Amount		Fair Value Level 2		Carrying Amount		Fair Value Level 2
Senior Secured Credit Facility	$	449,253	$	422,453	$	452,059	$	454,267	$	445,513	$	436,161	$	448,320	$	414,587

~~10.~~9. Income Taxes

The “Provision for income taxes” in the accompanying Condensed Consolidated Statements of Income (Loss) is based on an estimate of the Company’s annualized effective income tax rate (“EITR”), except for the ~~$6.9~~valuation allowance on its U.S. net deferred tax assets of $59.2 million, as discussed below, the impact of ~~restructuring charges in~~ the ~~nine months ended September 30, 2022~~$55.0 million settlement of the Nationwide Claims (see Note 2,11, ~~Summary of Significant Accounting Policies~~Commitments and Contingencies) and the net impact of the reduction in force and reorganization charges incurred during 2023 and the restructuring charges incurred during 2022, which were evaluated discretely.

Valuation Allowance

During the third quarter of 2023, the Company evaluated the need for a valuation allowance against its deferred tax assets and determined that in accordance with ASC 740 Income Taxes (“ASC 740”), the objective negative evidence of a three-year cumulative pre-tax net loss, onprimarily due to the settlement of the ~~pre-existing master franchise contracts~~Nationwide Claims, prevented the use of ~~$40.5~~the Company’s subjective positive evidence of expected future profitability in evaluating the realizability of its net deferred tax assets. As a result, during the third quarter of 2023, the Company recorded a $59.2 million ~~in the nine months ended~~valuation allowance against its U.S. net deferred tax assets.

Tax Receivable Agreements (“TRAs”)

As of September 30, ~~2021 (see Note 5,~~ ~~Acquisitions~~2023 and ~~Dispositions~~),December 31, 2022, the Company’s total liability under the TRAs was $1.6 million and $26.6 million, respectively, which ~~were evaluated discretely. The loss on settlement had no~~includes both short-term and long-term components. In relation to the deferred tax ~~provision~~asset valuation allowance described above, the Company also remeasured the liability under ~~GAAP; hence,~~ the ~~year-to-date tax provision was an expense (as opposed to a benefit) for the nine months ended~~TRAs as of September 30, ~~2021, even though~~2023 and recorded a $24.9 million gain on reduction in TRA liability, during the ~~Company had a pre-tax year-to-date loss.~~third quarter of 2023.

Uncertain Tax Positions

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” in the accompanying Condensed Consolidated Statements of ~~Income.~~ Income (Loss).

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While the Company believes the liabilities recognized for uncertain tax positions are adequate to cover reasonably 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.

During 2021, in connection with the INTEGRA acquisition, the Company assumed an uncertain tax position related to certain U.S. tax matters and recorded a largely offsetting related indemnification asset. See Note 5, ~~Acquisitions and Dispositions~~ ~~for further details.~~

~~During 2021, the Company settled uncertain tax positions related to certain foreign tax matters that were accrued in prior years.~~

A reconciliation of the beginning and ending uncertain tax position amounts, excluding interest and penalties is as follows:


	As of September 30,				As of September 30,
	2022		2021		2023		2022
Balance, January 1	$	1,587	$	5,300	$	1,014	$	1,587
Increases related to prior period tax positions		—		96
Decrease related to prior year tax positions		—		(815)		(756)		—
Increase related to tax positions from acquired companies		309		1,587		—		309
Settlements		—		(3,776)
Foreign currency transaction (gains) losses		—		351
Balance, September 30	$	1,896	$	2,743	$	258	$	1,896

A portion of the Company’s uncertain tax positions have a reasonable possibility of being settled within the next 12 months.

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~~11.~~10. Equity-Based Compensation

Equity-based compensation expense under the ~~RE/MAX~~ Holdings ~~Inc.~~ 2013 Omnibus Incentive Plan (the “2013 Incentive Plan”) as well as the new Holdings 2023 Omnibus Incentive Plan (the “2023 Incentive Plan” and, together with the 2013 Incentive Plan, the “Incentive ~~Plan”~~Plans”), ~~net of the amount capitalized in internally developed software,~~ is as follows (in thousands):


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Expense from time-based awards^(a)	$	5,725	$	3,756	$	13,417	$	17,321	$	3,269	$	5,725	$	8,616	$	13,417
Expense from performance-based awards^(b)		1,130		3,188		1,408		4,855
Expense from performance-based awards^(a)(b)										1,040		1,130		2,601		1,408
Expense from bonus to be settled in shares^(c)		979		2,064		3,181		5,139		582		979		2,833		3,181
Equity-based compensation expense	$	7,834	$	9,008	$	18,006	$	27,315	$	4,891	$	7,834	$	14,050	$	18,006

(a)

During the third quarter of 2022, the Company recognized $1.7 million of expense upon the acceleration of certain grants issued in connection with the restructuring ~~as further discussed in Note 2,~~ ~~Summary~~ of ~~Significant Accounting Policies~~.its business. In addition, during the third quarter of 2022, the Company recognized $1.4 million of incremental expense upon acceleration of certain grants that were issued to two employees and former owners of an acquired company who departed during the third quarter of 2022. During the first quarter of 2021, the Company recognized $5.5 million of expense upon acceleration of certain grants that were issued to two employees of an acquired company who departed during the first quarter of 2021.

(b)

Expense recognized for performance-based awards is re-assessed each quarter based on expectations of achievement against the performance conditions. During the first quarter of 2022, the Company had a significant amount of forfeitures related to performance-based awards issued to the Company’s former CEO which, subsequent to his departure, ~~will no longer~~did not vest.

(c)	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.

Time-based Restricted Stock

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The following table summarizes equity-based compensation activity related to time-based restricted stock units and restricted stock awards:


	Shares	Weighted average grant date fair value per share		Shares	Weighted average grant date fair value per share
Balance, January 1, 2022	765,813	$	36.84
Balance, January 1, 2023				611,102	$	32.23
Granted	471,005	$	28.45	689,526	$	18.44
Shares vested (including tax withholding) ^(a)	(437,722)	$	35.92	(412,476)	$	30.72
Forfeited	(148,602)	$	33.36	(65,160)	$	22.47
Balance, September 30, 2022	650,494	$	32.18
Balance, September 30, 2023				822,992	$	22.21

(a)	Pursuant to the terms of the Incentive Plan, shares withheld by the Company for the payment of the employee's tax withholding related to shares vesting are added back to the pool of shares available for future awards.

As of September 30, ~~2022,~~2023, there was ~~$9.6~~$11.0 million of total unrecognized expense. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of ~~1.7~~1.6 years.

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Performance-based Restricted Stock

The following table summarizes equity-based compensation activity related to performance-based restricted stock units:


	Shares	Weighted average grant date fair value per share		Shares	Weighted average grant date fair value per share
Balance, January 1, 2022	241,821	$	31.02
Balance, January 1, 2023				143,199	$	33.47
Granted ^(a)	215,761	$	28.45	234,621	$	20.04
Shares vested (including tax withholding) ^(b)	(58,759)	$	27.37	(22,304)	$	16.81
Forfeited	(140,013)	$	30.39	(31,825)	$	26.72
Balance, September 30, 2022	258,810	$	30.05
Balance, September 30, 2023				323,691	$	25.55

(a)	Represents the total participant target award.

(b)	Pursuant to the terms of the Incentive Plan, shares withheld by the Company for the payment of the employee's tax withholding related to shares vesting are added back to the pool of shares available for future awards.

As of September 30, ~~2022,~~2023, there was ~~$3.5~~$3.2 million of total unrecognized expense. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of ~~1.5~~1.6 years. The 2013 Incentive Plan was replaced by the 2023 Incentive Plan, which was approved by the Board of Directors and approved by the Company's stockholders at the annual meeting of stockholders.

~~12.~~11. Commitments and Contingencies

A number of putative class action complaints ~~are pending~~were filed against the National Association of Realtors (“NAR”), Anywhere Real Estate, Inc. (formerly Realogy Holdings Corp.), HomeServices of America, Inc. (“HSA”), RE/MAX, LLC and Keller Williams Realty, ~~Inc.~~Inc (“Keller Williams”). The first was filed on March 6, 2019, by plaintiff Christopher Moehrl in the United States District Court for the Northern District of Illinois (the “Moehrl Action”). Similar actions have been filed in various federal courts. The complaints make substantially similar allegations and seek substantially similar relief. For convenience, all of these lawsuits are collectively referred to as the “Moehrl-related ~~suits.~~antitrust litigations.” In the Moehrl Action, the plaintiffs allege that a NAR rule that requires brokers to make a blanket, non-negotiable offer of buyer broker compensation when listing a property, ~~resulting~~results in ~~inflated~~increased costs to sellers and is in violation of federal antitrust law. They further allege that certain defendants use their agreements with franchisees to require adherence to the 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, the Moehrl-related ~~suits~~antitrust litigations also allege: state antitrust violations; unjust enrichment; state consumer protection statute violations; harm to home buyers rather than sellers; violations of the Missouri Merchandising Practices Act; and claims against a multiple listing service (MLS) defendant rather than NAR.

In the Moehrl Action, plaintiffs sought certification of two classes of home sellers: (1) a class seeking an award of alleged damages incurred by home sellers who paid a commission between March 6, 2015 and December 31, 2020, to a

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brokerage affiliated with a corporate defendant in connection with the sale of residential real estate listed on any of the 20 covered MLSs in various parts of the country; and (2) a class of current or future owners of residential real estate, who are presently listing or will in the future list a home for sale on any of the 20 covered MLSs, seeking to prohibit defendants from maintaining and enforcing the NAR rules at issue in the complaint. On March 29, 2023, the court in the Moehrl Action granted plaintiffs’ motion for class certification as to both classes. On April 12, 2023, RE/MAX, LLC petitioned the United States Court of Appeals for the Seventh Circuit for permission to appeal the Court’s class certification decision. On May 24, 2023, the Seventh Circuit denied the petition. On August 2, 2023 during a status conference, the Moehrl court indicated that rulings on summary judgment motions, which have not been filed yet, would likely not occur prior to May of 2024, and a trial date has not been set.

In one of the Moehrl-related ~~suits,~~antitrust litigations, filed by plaintiffs Scott and Rhonda Burnett and others in the Western District of Missouri (the “Burnett Action”), the court on April 22, 2022 granted plaintiffs’ motion for class certification and ~~set~~ a trial ~~date~~was set for ~~February~~October 2023. ~~Among other requested relief,~~On September 15, 2023, RE/MAX, LLC entered into a Settlement Term Sheet (the “Settlement”) with plaintiffs ~~seek damages equal~~in the Burnett Action and Moehrl Action. The proposed Settlement would resolve all claims set forth in the Burnett Action and Moehrl Action, as well as all similar claims on a nationwide basis against RE/MAX, LLC (collectively, the “Nationwide Claims”) and would release RE/MAX, LLC and the Company, their subsidiaries and affiliates, and RE/MAX sub-franchisors, franchisees and their sales associates in the United States from the Nationwide Claims. By the terms of the Settlement, RE/MAX, LLC agreed to ~~all buyer commissions paid by sellers~~make certain changes to its business practices and to pay a total settlement amount of $55.0 million (the “Settlement Amount”) into a qualified settlement escrow fund (the “Settlement Fund”). The Settlement Amount is expected to be deposited into the Settlement Fund in ~~four MLSs primarily in Missouri~~installments, of which 25% of the settlement (or $13.8 million) was deposited into the Settlement Fund during the ~~class period~~third quarter of ~~April 29, 2015~~2023. An additional 25% is expected to ~~present. If~~be deposited into the Settlement Fund within ten business days after preliminary court approval of the Settlement and the final 50% being deposited within ten business days of final court approval of the Settlement. The Company has used – and intends to use – available cash to pay the Settlement Amount. The Company recorded the Settlement Amount to “Settlement and impairment charges” within the Condensed Consolidated Statements of Income (Loss) with a corresponding liability recorded to “Accrued liabilities” within the Consolidated Condensed Balance Sheets. In addition, the first installment the Company paid into the Settlement Fund is included in “Restricted cash” within the Consolidated Condensed Balance Sheets.

The Settlement remains subject to preliminary and final court approval and will become effective following any ~~damages~~appeals process, if applicable. The Settlement and any actions taken to carry out the Settlement are not an admission or concession of liability, or of the validity of any claim, defense, or point of fact or law on the part of any party. RE/MAX, LLC continues to deny the material allegations of the complaints in the Burnett Action and the Moehrl Action. RE/MAX, LLC entered into the Settlement after considering the risks and costs of continuing the litigation. On September 19, 2023, the Burnett court stayed deadlines as to RE/MAX, LLC and ordered plaintiffs to file a Motion for Preliminary Approval of the Settlement on or before October 18, 2023. On October 5, 2023, RE/MAX, LLC entered into a definitive settlement agreement (the “Settlement Agreement”) containing substantially the same material terms and conditions as provided in the Settlement. Also on October 5, 2023, plaintiffs filed a Motion for Preliminary Approval of the Settlement Agreement.

On October 31, 2023, after a two-week trial, the jury in the Burnett Action found a conspiracy existed and awarded ~~such damages could~~approximately $1.8 billion against the three remaining defendants NAR, Keller Williams and HSA. The Company expects the award to be trebled and the court to order injunctive relief against the three defendants ~~would be jointly~~that did not settle in advance of trial.

In one of the other Moehrl-related antitrust litigations, filed by Jennifer Nosalek and ~~severally liable.~~others in the District of Massachusetts (the “Nosalek Action”), on June 30, 2023, plaintiffs filed a motion requesting preliminary approval of a settlement with MLS Property Information Network, Inc. (“MLS PIN”). The ~~Company intends~~court entered an order on September 7, 2023, granting preliminary approval of the settlement and setting an approval hearing on January 4, 2024. If approved by the court, the settlement agreement requires MLS PIN to ~~vigorously defend against all claims. The Company may become involved~~pay $3.0 million, to eliminate the requirement that a seller must offer compensation to a buyer-broker and to amend various rules pertaining to seller notices and negotiation of buyer-broker compensation. On September 28, 2023, the Department of Justice filed a statement of interest seeking to extend the deadlines for the proposed settlement agreement. On October 3, 2023, the court moved the final settlement approval hearing to March 7, 2024. No other defendants are part of the MLS PIN settlement. Plaintiffs in ~~additional litigation or other legal proceedings concerning~~ the ~~same or similar claims. We are unable~~Nosalek Action agreed that the substantive terms of the Settlement Agreement should include the proposed MLS PIN class members. On October 24, 2023, plaintiffs filed a joint notice of pending settlement and a motion to ~~predict whether resolution of these matters would have a material effect~~stay the Nosalek case as to RE/MAX, LLC and RE/MAX Integrated Regions, LLC, which was granted on ~~our financial position or results of operations.~~October 31, 2023.

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On April 9, 2021, a putative class action claim (the “Sunderland Action”) was filed in 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 in July 2021, ~~(see Note 5,~~ ~~Acquisitions and Dispositions~~~~, for additional information),~~ Century 21 Canada Limited

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Partnership, Royal Lepage Real Estate Services Ltd., and many other real estate companies, collectively the “Defendants”, 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 and acted in furtherance of their conspiracy to fix, maintain, increase, control, raise, or stabilize the rate of real estate buyers’ brokerages’ and salespersons’ commissions in respect of the 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 fix, maintain, increase, control, raise, or stabilize the rate of real estate buyers’ brokerages’ and salespersons’ commissions in respectviolation of the ~~purchase and sale of properties listed on the Toronto MLS; and violation of Part VI of the~~Canadian Competition ~~Act, R.S.C. 1985, c. C-34 (“Competition Act”).~~Act. On February 24, 2022, ~~plaintiff~~Plaintiff filed a Fresh as Amended Statement of Claim. With respect RE/MAX OA, the amended claim alleges ~~Franchisor Defendants~~franchisor defendants aided and abetted their respective franchisee brokerages and their salespeople in violation of the section 45(1) of the Competition Act. Among other requested relief, the Plaintiff seeks damages against the defendants and injunctive relief. On September 25, 2023, the Court dismissed the claims against RE/MAX OA, and on October 25, 2023, the Plaintiff appealed the decision.

The Company intends to vigorously defend against all ~~claims. The~~remaining claims, including against any appeals. If the Settlement is not approved, the Company may become involved in additional litigation or other legal proceedings concerning the same or similar claims. ~~We are~~As a result, the Company is unable to reasonably estimate the financial impact of the litigation beyond what has been accrued for pursuant to the terms of the Settlement Agreement and the Company cannot predict, beyond the Settlement Amount, whether resolution of these matters would have a material effect on ~~our~~its financial position or results of operations. The Moehrl-related antitrust litigations and Sunderland Action consist of:

Christopher Moehrl et al. v. The National Association of Realtors, Realogy Holdings Corp., HomeServices of America, Inc., BHH Affiliates, LLC, HSF Affiliates, LLC, The Long & Foster Companies, Inc. RE/MAX, LLC., and Keller Williams Realty, Inc., filed on March 6, 2019 in the U.S. District Court for the Northern District of Illinois.

Scott and Rhonda Burnett et al. v. The National Association of Realtors, Realogy Holdings Corp., HomeServices of America, Inc., BHH Affiliates, LLC, HSF Affiliates, LLC, RE/MAX, LLC, and Keller Williams Realty, Inc., filed on April 29, 2019 in the U.S. District Court for the Western District of Missouri.

Jennifer Nosalek et al. v. MLS Property Information Network, Inc., Anywhere Real Estate Inc. (f/k/a Realogy Holdings Corp.), Century 21 Real Estate LLC, Coldwell Banker Real Estate LLC, Sotheby’s International Realty Affiliates LLC, Better Homes and Gardens Real Estate LLC, ERA Franchise System LLC, HomeServices of America, Inc., BHH Affiliates, LLC, HSF Affiliates, LLC, RE/MAX, LLC, Polzler & Schneider Holdings Corp., Integra Enterprises Corp., RE/MAX of New England, Inc., RE/MAX Integrated Regions, LLC, and Keller Williams Realty, Inc., filed on December 17, 2020 in the U.S. District Court for the District of Massachusetts.

Mya Batton et al. v. The National Association of Realtors, Realogy Holdings Corp., HomeServices of America, Inc., BHH Affiliates, LLC, HSF Affiliates, LLC, The Long & Foster Companies, Inc., RE/MAX, LLC, and Keller Williams Realty, Inc., filed on January 25, 2021 in the U.S. District Court for the Northern District of Illinois.

Mark Sunderland v. Toronto Regional Real Estate Board (TRREB), The Canadian Real Estate Association (CREA), RE/MAX Ontario-Atlantic Canada Inc. o/a RE/MAX INTEGRA, Century 21 Canada Limited Partnership, Residential Income Fund, L.P., 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., Max Wright Real Estate Corporation, Chestnut Park Real Estate Limited, Sutton Group Realty Services Ltd. and IPRO Realty Ltd., filed April 9, 2021 in the Federal Court of Canada.

~~13.~~12. Segment Information

The Company operates under the following four operating segments: Real Estate, Mortgage, Marketing Funds and Other. Mortgage does not meet the quantitative significance test; however, management has chosen to report results for the segment as it believes it will be a key driver of 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 ~~2021~~2022 Annual Report on Form 10-K.

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

Three Months Ended

Nine Months Ended

September 30,

September 30,

2022

2021

2022

2021
Continuing franchise fees

$
30,682

$
30,416

$
93,421

$
79,064
Annual dues

8,911

8,967

26,847

26,508
Broker fees

16,596

19,245

50,998

48,651
Franchise sales and other revenue

6,466

5,995

21,902

17,845
Total Real Estate

62,655

64,623

193,168

172,068
Continuing franchise fees

2,628

2,048

7,516

5,729
Franchise sales and other revenue

566

572

1,821

1,624
Total Mortgage

3,194

2,620

9,337

7,353
Marketing Funds fees

22,736

23,269

68,496

59,456
Other

358

485

1,118

1,661
Total revenue

$
88,943

$
90,997

$
272,119

$
240,538

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2023		2022		2023		2022
Continuing franchise fees	$	29,040	$	30,682	$	87,974	$	93,421
Annual dues		8,456		8,911		25,661		26,847
Broker fees		14,255		16,596		39,468		50,998
Franchise sales and other revenue		4,812		6,466		21,649		21,902
Total Real Estate		56,563		62,655		174,752		193,168
Continuing franchise fees		2,794		2,628		8,037		7,516
Franchise sales and other revenue		846		566		2,407		1,821
Total Mortgage		3,640		3,194		10,444		9,337
Marketing Funds fees		20,853		22,736		63,272		68,496
Other		167		358		603		1,118
Total revenue	$	81,223	$	88,943	$	249,071	$	272,119

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				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Adjusted EBITDA: Real Estate	$	32,894	$	36,138	$	99,904	$	91,920	$	28,400	$	32,894	$	79,813	$	99,904
Adjusted EBITDA: Mortgage		(1,270)		(1,282)		(4,607)		(3,165)		(1,486)		(1,270)		(5,540)		(4,607)
Adjusted EBITDA: Other		(141)		(56)		(203)		(238)		(166)		(141)		(961)		(203)
Adjusted EBITDA: Consolidated		31,483		34,800		95,094		88,517		26,748		31,483		73,312		95,094
Loss on contract settlement ^(a)		—		(40,500)		—		(40,500)
Loss on extinguishment of debt ^(b)		—		(264)		—		(264)
Impairment charge - leased assets ^(c)		(2,513)		—		(6,248)		—
Impairment charge - goodwill ^(d)		—		(5,123)		—		(5,123)
Loss on lease termination ^(e)		—		—		(2,460)		—
Settlement charge ^(a)										(55,000)		—		(55,000)		—
Impairment charge - leased assets ^(b)										—		(2,513)		—		(6,248)
Loss on lease termination ^(c)										—		—		—		(2,460)
Equity-based compensation expense		(7,834)		(9,008)		(18,006)		(27,315)		(4,891)		(7,834)		(14,050)		(18,006)
Acquisition-related expense ^(f)		(412)		(9,432)		(1,997)		(14,303)
Fair value adjustments to contingent consideration ^(g)		692		(320)		(1,303)		(330)
Restructuring charges ^(h)		(8,092)		—		(8,092)		—
Other ⁽ⁱ⁾		308		154		(727)		104
Acquisition-related expense ^(d)										(59)		(412)		(160)		(1,997)
Fair value adjustments to contingent consideration ^(e)										280		692		379		(1,303)
Restructuring charges ^(f)										(4,278)		(8,092)		(4,245)		(8,092)
Gain on reduction in tax receivable agreement liability^(g)										24,917		—		24,917		—
Other										(395)		308		(1,471)		(727)
Interest income		497		19		675		201		1,173		497		3,318		675
Interest expense		(5,729)		(3,315)		(13,412)		(7,537)		(9,292)		(5,729)		(26,377)		(13,412)
Depreciation and amortization		(8,757)		(8,582)		(26,855)		(22,236)		(8,195)		(8,757)		(24,236)		(26,855)
Income (loss) before provision for income taxes	$	(357)	$	(41,571)	$	16,669	$	(28,786)	$	(28,992)	$	(357)	$	(23,613)	$	16,669

(a)	Represents the ~~effective~~ settlement of the ~~pre-existing master franchise agreement with INTEGRA that was recognized with the acquisition.~~Nationwide Claims. See Note 5,11, ~~Acquisitions~~Commitments and ~~Dispositions~~Contingencies 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.~~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)~~(c)

During the second quarter of 2022, ~~the~~a loss was recognized in connection with the termination of the booj office lease. See Note 2, Summary of Significant Accounting Policiesfor additional information.

~~(f)~~(d)

Acquisition-related expense includes personnel, legal, accounting, advisory and consulting fees incurred in connection with the ~~evaluation, due diligence, execution~~acquisition activities and integration of ~~acquisitions.~~acquired companies.

~~(g)~~(e)

Fair value adjustments to contingent consideration include amounts recognized for changes in the estimated fair value of the contingent consideration liabilities. See Note 9,8, Fair Value Measurements for additional information.

~~(h)~~(f)

During the third quarter of 2023, the Company announced a reduction in force and reorganization intended to streamline the Company’s operations and yield cost savings over the long term and during the third quarter of 2022, the Company incurred expenses related to a restructuring ~~of the business and~~associated with a shift in its technology offerings ~~including $6.9 million of severance and related expenses and $1.2 million write off of capitalized software development costs.~~strategy. See Note 2, Summary of Significant Accounting Policies for additional information.

~~(i)~~(g)

~~Includes~~Gain on reduction in tax receivable agreement liability is a result of a valuation allowance on deferred tax assets recorded during the ~~results~~third quarter of ~~Gadberry Group, the net assts of which are held~~2023.See Note 9, Income Taxes for ~~sale.~~additional information.

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Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements (“financial statements”) and accompanying notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and accompanying notes included in our most recent Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 (“~~2021~~2022 Annual Report on Form 10-K”).

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 (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: agent count; franchise sales; Motto open offices; our business model; cost structure; balance sheet; revenue; operating expenses; financial outlook; return of capital, including dividends and our share repurchase program; non-GAAP financial measures; assets and liabilities held for sale; uncertain tax positions; housing and mortgage market ~~condition~~conditions and trends; economic and demographic trends; competition; the anticipated benefits our technology initiatives, including our relationship with InsideRE, LLC (“InsideRE”), developers of the kvCORE platform; our anticipated sources and uses of liquidity including for potential acquisitions; capital expenditures; future litigation expenses, ~~relating to the Moehrl-related suits;~~including antitrust litigations; our credit agreement including total leverage ratio and any future excess cash flow payments; our strategic and operating plans and business models including our efforts to accelerate the growth of our businesses; the long-term benefits of our strategic growth opportunities including mitigation of economic downturns; ~~strategic options regarding the ongoing operations of Gadberry Group; the expected reduction of our workforce;~~ and strategic investments in the Mortgage business.

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~~materially 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 ~~2021~~2022 Annual Report on Form 10-K. 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. (“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. We franchise real estate brokerages globally under the RE/MAX brand (“RE/MAX”) and mortgage brokerages in the U.S. under the Motto Mortgage brand (“Motto”). We also sell ancillary products and services ~~primarily technology,~~ to our franchise networks, ~~and, in certain instances, we sell those offerings outside~~including loan processing services to our ~~franchise networks. We organize~~Motto network through our ~~business based on the services we provide in Real Estate, Mortgage and our collective franchise marketing operations, known as the Marketing Funds.~~wemlo brand. RE/MAX and Motto are 100% franchised—we do not own any of the 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 strength of the RE/MAX and Motto brands. We support our franchisees in growing their brokerages, although they fund the associated cost of ~~developing their brokerages.~~development. As a result, we maintain a relatively low fixed-cost structure which, combined with our primarily recurring fee-based ~~model,~~models, enables us to capitalize on the economic benefits of the franchising model, yielding high margins and significant cash flow.

~~Table of Contents~~

Financial and Operational Highlights – Three Months Ended September 30, ~~2022~~2023

(Compared to the three months ended September 30, ~~2021,~~2022, unless otherwise noted)

●

Total revenue of ~~$88.9~~$81.2 million, a decrease of ~~2.3%~~8.7% from the prior year.

●

Revenue excluding the Marketing Funds ^(a) decreased 8.8% to ~~$66.2~~$60.4 million, ~~or 2.2%, which was~~ driven by negative organic revenue growth^(b) of ~~4.9%~~8.2% and adverse foreign currency movements ^(b)of ~~0.5%, partially offset by revenue growth of 3.2% from acquisitions.~~0.6%.

●

Net income (loss) attributable to RE/MAX Holdings, Inc. ~~increased~~of ($59.5) million, compared to $0.1 million in the prior year.

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●

Adjusted EBITDA of $26.7 million and Adjusted EBITDA margin of 32.9% compared to Adjusted EBITDA of $31.5 million and Adjusted EBITDA margin of 35.4% ~~compared to Adjusted EBITDA of $34.8 million and Adjusted EBITDA margin of 38.2% from~~in the prior year.

●

Total agent count increased ~~by 2.4%~~0.7% to ~~144,300~~145,309 agents.

●

U.S. and Canada combined agent count decreased ~~0.6%~~3.9% to ~~85,133~~81,782 agents.

●

Total open Motto Mortgage offices increased ~~19.9%~~14.7% to ~~211~~242 offices.

(a)

Revenue excluding the Marketing Funds is a non-GAAP measure of financial performance that differs from the U.S. ~~Generally Accepted Accounting Principles.~~generally accepted accounting principles (“U.S. GAAP”). Revenue excluding the Marketing Funds is calculated directly from our condensed consolidated financial statements as Total revenue less Marketing Funds fees.

(b)

We define organic revenue growth as revenue growth from continuing operations excluding Marketing Funds, revenue attributable to acquisitions, and foreign currency movements. We define revenue from acquisitions as the incremental revenue generated from the date of an acquisition to its first anniversary (excluding Marketing Funds revenue related to acquisitions where applicable).

~~The Company’s~~While our third quarter results were ~~impacted by the increasingly difficult housing~~largely in line with our expectations, current market conditions, ~~partially offset~~caused by ~~our~~rising interest rates and tight housing supply, present a challenging agent recruiting and retention environment, which has resulted in declines in U.S. agent count and Total revenue. However, during the quarter, RE/MAX ~~INTEGRA North American regions (“INTEGRA”) acquisition~~agent count continued to increase in Canada and ~~growing mortgage business. Rising~~in our global regions. While we believe we are seeing steady progress from the growth initiatives announced in July 2022 that are designed to improve our U.S. agent count, to date they have been unable to overcome the difficult industry conditions.

High interest rates have ~~adversely impacted~~continued to impact affordability and ~~weakened~~depress housing ~~demand~~supply resulting in fewer transactions and, by extension, lower Broker fees. Reductions in revenue generally reduce our Operating income and Adjusted EBITDA on an almost dollar-for-dollar basis, negatively affecting our margins, earnings, and cash flow. Our average revenue per agent on a trailing twelve-month basis in Company-Owned Regions in the U.S. and Canada was approximately $2,600 and $2,800 for the twelve-month periods ended September 30, 2023, and 2022, respectively, of which approximately $700 and $900 was attributable to Broker fees for the same periods, respectively. While we believe the collective health of our two networks remains solid, collections across both our Real Estate and Mortgage segments have also been adversely impacted by the current market conditions. As a result, bad debt expense increased $0.5 million and $3.6 million, respectively during the three and nine month periods ended September 30, 2023, compared to the prior year. In our Mortgage segment, Motto open office count and wemlo loan processing volume increased year over year; however, market conditions muted the pace of Motto franchise sales.

~~According to the Mortgage Bankers Association's Weekly Mortgage Applications Survey, mortgage applications trended down during~~During the third quarter, ~~of 2022 as~~we also streamlined our operations and our cost structure, announcing a reduction in force and reorganization (the “Reorganization”) that is intended to yield cost savings over the 30-year fixed mortgage rate surpassed six percent during the month of September, double what it was one year earlier. According to the National Association of Realtors ("NAR"), U.S. existing-home sales declined for the eighth straight month in September 2022 and September's sales of existing homes declined 23.8% year over year. In October 2022, due largely to the higher mortgage rate environment, the Fannie Mae Economic and Strategic Research Group lowered its forecast for total single-family home sales in 2022 and 2023 to 5.6 million and 4.5 million, respectively,long term which ~~would represent annual declines of 18.1% and 20.8%~~reduced our overall workforce by approximately 7%. As a result ~~we expect our U.S. and Canadian agent count, Motto franchise sales, Broker fee revenue, and results from operations to be under pressure.~~

~~At the beginning~~ of the third quarter, we announced a series of strategic growth opportunities designed to increase U.S. agent count and accelerate the expansion of our growing Mortgage business. We entered into an agreement with InsideRE, developers of the kvCORE platform, to provide technology to RE/MAX affiliates, replacing certain functionality currently provided by the booj platform. In connection with these initiatives, we began to reduce our overall workforce by an expected 120 employees, approximately 17% of our total headcount. This reduction, which we expect to be substantially complete by December 31, 2022, does not include personnel we expect to hire as a result of the strategic investments in the Mortgage business. As a result of this reduction, during the third quarterReorganization, we incurred a ~~pretax~~$4.3 million pre-tax cash charge for one-time termination benefits of severance and related costs ~~of $6.9 million~~ and accelerated equity compensation expense of ~~$2.0~~$0.5 million. ~~Contemporaneously, we also wrote off $1.2 million~~Separately, RE/MAX, LLC, a wholly owned subsidiary of ~~capitalized software development costs related~~RMCO, agreed to settle costly litigation and protect the Company and the RE/MAX network from multiple industry class-action lawsuits. Pursuant to the ~~aforementioned shift in our technology strategy. Lastly, as part~~terms of the ~~strategic shift~~settlement, we agreed to make certain changes to our business practices and ~~restructuring charges announced~~to pay a total settlement amount of $55.0 million, which was recorded in ~~July 2022, we are currently planning~~the third quarter of 2023. See Note 11, Commitments and Contingencies for additional information. Lastly, subsequent to ~~sell the Gadberry Group assets. Assets and liabilities held for sale includes the net book value~~September 30, 2023, our Board of Directors decided to suspend our quarterly dividend. In light of the ~~Gadberry Group~~recent litigation settlement and ongoing challenging housing and mortgage market conditions, we believe this action to preserve our capital is prudent. We strongly support returning capital to shareholders. However, given current circumstances and out of an abundance of caution, we believe this decision is optimal for shareholders as we ~~plan~~determine how to ~~sell~~best position the ~~assets and liabilities within~~Company to take advantage of those opportunities that we believe will yield the ~~next year. We are also evaluating options regarding the ongoing operations of our legacy booj business. We believe these initiatives better position us for~~best long-term ~~profitable growth and may help mitigate adverse impacts of housing or broader economic downturns.~~returns.

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Selected Operating and Financial Highlights

The following tables summarize several key performance indicators and our results of operations.



	As of September 30,		2022 vs. 2021			As of September 30,		2023 vs. 2022
	2022	2021	#	%		2023	2022	#	%
Agent Count:
U.S.	60,115	62,007	(1,892)	(3.1)	%
Company-Owned Regions						49,576	52,804	(3,228)	(6.1)	%
Independent Regions						6,918	7,311	(393)	(5.4)	%
U.S. Total						56,494	60,115	(3,621)	(6.0)	%
Canada	25,018	23,649	1,369	5.8	%
Subtotal	85,133	85,656	(523)	(0.6)	%
Company-Owned Regions						20,389	20,174	215	1.1	%
Independent Regions						4,899	4,844	55	1.1	%
Canada Total						25,288	25,018	270	1.1	%
U.S. and Canada Total						81,782	85,133	(3,351)	(3.9)	%
Outside U.S. and Canada
Independent Regions						63,527	59,167	4,360	7.4	%
Outside U.S. and Canada Total						63,527	59,167	4,360	7.4	%
Total						145,309	144,300	1,009	0.7	%

RE/MAX open offices:
U.S.						3,375	3,484	(109)	(3.1)	%
Canada						967	984	(17)	(1.7)	%
U.S. and Canada Total						4,342	4,468	(126)	(2.8)	%
Outside U.S. and Canada	59,167	55,280	3,887	7.0	%	4,760	4,637	123	2.7	%
Total	144,300	140,936	3,364	2.4	%	9,102	9,105	(3)	—	%

Motto open offices⁽²⁾	211	176	35	19.9	%
Motto open offices ⁽¹⁾⁽²⁾:						242	211	31	14.7	%

	Nine Months Ended September 30,		2022 vs. 2021			Nine Months Ended
	2022	2021	#	%		September 30,		2023 vs. 2022
RE/MAX franchise sales⁽¹⁾	565	688	(123)	(17.9)	%
Motto franchise sales⁽²⁾	33	42	(9)	(21.4)	%
						2023	2022	#	%
RE/MAX franchise sales:
U.S.						138	115	23	20.0	%
Canada						29	29	—	—	%
U.S. and Canada Total						167	144	23	16.0	%
Outside U.S. and Canada						481	423	58	13.7	%
Total						648	567	81	14.3	%

Motto franchise sales⁽¹⁾:						22	33	(11)	(33.3)	%

(1)

~~Includes franchise sales in the U.S., Canada and global regions.~~ This number excludes 22 franchise documents that the company signed with an existing franchisee in the U.S. in connection with the migration of certain agents from a terminated franchisee during the nine months ended September 30, 2022.

~~(2)~~

Excludes “virtual” offices and Branchise^SM offices.

(2)	As of September 30, 2023 and 2022, there were 53 and 32 offices, respectively, that we are offering short-term financial relief and are temporarily either not being billed and/or having associated revenue recognized.


	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2022			2021			2022			2021			2023			2022			2023			2022
Total revenue		88,943			90,997		$	272,119		$	240,538			81,223			88,943		$	249,071		$	272,119
Total selling, operating and administrative expenses		49,702			51,099		$	138,314		$	133,591			43,090			49,702		$	132,417		$	138,314
Operating income (loss)		5,235			(37,576)		$	29,746		$	(20,368)			(20,998)			5,235		$	(937)		$	29,746
Net income (loss)		(910)			(42,363)		$	12,310		$	(30,240)			(82,672)			(910)		$	(80,107)		$	12,310
Net income (loss) attributable to RE/MAX Holdings, Inc.		140			(25,149)		$	7,420		$	(18,725)			(59,454)			140		$	(58,115)		$	7,420
Adjusted EBITDA⁽¹⁾		31,483			34,800		$	95,094		$	88,517			26,748			31,483		$	73,312		$	95,094
Adjusted EBITDA margin⁽¹⁾		35.4	%		38.2	%		34.9	%		36.8	%		32.9	%		35.4	%		29.4	%		34.9	%

(1)	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

Table of Contents

U.S. ~~generally accepted accounting principles (“U.S. GAAP”)~~GAAP measure for operating performance. Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of total revenue.

Results of Operations

Comparison of the Three Months Ended September 30, ~~2022~~2023 and ~~2021~~2022

Revenue

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

Three Months Ended

Change

September 30,

Favorable/(Unfavorable)

2022

2021

$

%

Revenue:

Continuing franchise fees

$
33,310

$
32,464

$
846

2.6
%
Annual dues

8,911

8,967

(56)

(0.6)
%
Broker fees

16,596

19,245

(2,649)

(13.8)
%
Marketing Funds fees

22,736

23,269

(533)

(2.3)
%
Franchise sales and other revenue

7,390

7,052

338

4.8
%
Total revenue

$
88,943

$
90,997

$
(2,054)

(2.3)
%

~~Table of Contents~~


	Three Months Ended				Change
	September 30,				Favorable/(Unfavorable)
	2023		2022		$		%
Revenue:
Continuing franchise fees	$	31,834	$	33,310	$	(1,476)	(4.4)	%
Annual dues		8,456		8,911		(455)	(5.1)	%
Broker fees		14,255		16,596		(2,341)	(14.1)	%
Marketing Funds fees		20,853		22,736		(1,883)	(8.3)	%
Franchise sales and other revenue		5,825		7,390		(1,565)	(21.2)	%
Total revenue	$	81,223	$	88,943	$	(7,720)	(8.7)	%


	Three Months Ended				Change				Three Months Ended				Change
	September 30,				Favorable/(Unfavorable)				September 30,				Favorable/(Unfavorable)
	2022		2021		$		%		2023		2022		$		%
Revenue excluding the Marketing Funds:
Total revenue	$	88,943	$	90,997	$	(2,054)	(2.3)	%	$	81,223	$	88,943	$	(7,720)	(8.7)	%
Less: Marketing Funds fees		22,736		23,269		(533)	(2.3)	%		20,853		22,736		(1,883)	(8.3)	%
Revenue excluding the Marketing Funds	$	66,207	$	67,728	$	(1,521)	(2.2)	%	$	60,370	$	66,207	$	(5,837)	(8.8)	%

RE/MAX Holdings generated revenue of ~~$88.9~~$81.2 million in the third quarter of ~~2022,~~2023, a decrease of ~~$2.1~~$7.7 million, or ~~2.3%~~8.7%, compared to ~~$91.0~~$88.9 million in the same period in ~~2021.~~2022. Revenue excluding the Marketing Funds was ~~$66.2~~$60.4 million in the third quarter of ~~2022,~~2023, a decrease of ~~$1.5~~$5.8 million, or ~~2.2%~~8.8%, compared to ~~$67.7~~$66.2 million in the same period in ~~2021.~~2022. This decrease was attributable to negative organic revenue growth of ~~4.9%~~8.2% and adverse ~~foreign currency~~foreign-currency movements of ~~0.5%, partially offset by revenue growth of 3.2% from acquisitions.~~0.6%. Organic growth decreased primarily due to ~~lower~~a reduction in Broker fees and ~~an increase in~~U.S. agent ~~recruiting incentives,~~count, partially offset by ~~Motto growth and increased events-related revenue. Revenue growth from acquisitions was attributable to revenue from the INTEGRA acquisition completed in July 2021.~~Mortgage growth.

Continuing Franchise Fees

Revenue from Continuing franchise fees ~~increased~~decreased primarily due to ~~contributions from the INTEGRA acquisition, Motto growth and RE/MAX agent count growth in Canada and globally, partially offset by~~ a decrease in U.S. agent count, fee deferrals due to a reduction in collections and adverse foreign currency movements partially offset by Mortgage growth from an increase in ~~agent recruiting initiatives.~~Motto open offices.

Broker Fees

Revenue from Broker fees decreased primarily due to lower average transactions per agent as compared to the prior year ~~partially offset by rising home prices~~ and ~~revenue from the INTEGRA acquisition.~~a decrease in U.S. agent count.

Marketing Funds Fees and Marketing Funds Expenses

Revenue from Marketing Funds fees decreased primarily due to ~~an increase in agent recruiting initiatives, and~~ a decrease in U.S. agent count ~~partially offset by revenue from the INTEGRA acquisition~~ and ~~an increase in Canadian agent count.~~adverse foreign currency movements. We recognize an equal and offsetting amount of expenses to revenue such that there is no impact to our overall profitability.

Franchise Sales and Other Revenue

Franchise sales and other revenue ~~increased~~decreased primarily due to ~~an increase~~the winddown of the Gadberry Group reporting unit as part of the strategic shift in ~~events-related revenue.~~the prior year and a decrease in revenue from preferred marketing arrangements.

2928

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Operating Expenses

A summary of the components of our operating expenses is as follows (in thousands, except percentages):


	Three Months Ended						Change				Three Months Ended						Change
	September 30,						Favorable/(Unfavorable)				September 30,						Favorable/(Unfavorable)
	2022			2021			$		%		2023			2022			$		%
Operating expenses:
Selling, operating and administrative expenses	$	49,702		$	51,099		$	1,397	2.7	%	$	43,090		$	49,702		$	6,612	13.3	%
Marketing Funds expenses		22,736			23,269			533	2.3	%		20,853			22,736			1,883	8.3	%
Depreciation and amortization		8,757			8,582			(175)	(2.0)	%		8,195			8,757			562	6.4	%
Settlement and impairment charges		2,513			45,623			43,110	94.5	%		55,000			2,513			(52,487)	n/m
Gain on reduction in tax receivable agreement liability												(24,917)			—			24,917	n/m
Total operating expenses	$	83,708		$	128,573		$	44,865	34.9	%	$	102,221		$	83,708		$	(18,513)	(22.1)	%
Percent of revenue		94.1	%		141.3	%						125.9	%		94.1	%

n/m – not meaningful

Selling, operating and administrative expenses consist 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 Marketing Funds, including travel and entertainment costs, and costs associated with our annual conventions in the U.S. and other events, and technology services.

Three Months Ended

Change

September 30,

Favorable/(Unfavorable)

2022

2021

$

%

Selling, operating and administrative expenses:

Personnel

$
31,336

$
30,306

$
(1,030)

(3.4)
%
Professional fees

4,601

8,848

4,247

48.0
%
Lease costs

2,096

2,137

41

1.9
%
Other

11,669

9,808

(1,861)

(19.0)
%
Total selling, operating and administrative expenses

$
49,702

$
51,099

$
1,397

2.7
%
Percent of revenue

55.9
%

56.2
%


	Three Months Ended						Change
	September 30,						Favorable/(Unfavorable)
	2023			2022			$		%
Selling, operating and administrative expenses:
Personnel	$	26,859		$	31,336		$	4,477	14.3	%
Professional fees		3,657			4,601			944	20.5	%
Lease costs		1,848			2,096			248	11.8	%
Other		10,726			11,669			943	8.1	%
Total selling, operating and administrative expenses	$	43,090		$	49,702		$	6,612	13.3	%
Percent of revenue		53.1	%		55.9	%

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

●

Personnel costs ~~increased~~decreased primarily due to lower restructuring and reduction in force charges, which included ~~$6.9~~a $2.6 million reduction of severance and related expenses and ~~$2.0~~a $1.5 million ofreduction related to accelerated equity compensation expense, compared to the prior year (see Note 2, Summary of Significant Accounting Policies). ~~Those increases were mostly offset by~~Also contributing to the decrease was lower equity-based compensation expense, excluding the ~~amounts~~restructuring and reduction in force charges mentioned above, ~~lower personnel costs associated with acquiring~~and decreases in average headcount, partially offset by higher average compensation and ~~integrating new companies, and a decrease in the corporate bonus versus the prior year.~~benefits.

●

Professional fees decreased primarily due to lower ~~costs associated with acquiring and integrating new companies, partially offset by an increase in~~ legal expenses. See section titled “Legal Proceedings,” set forth in Part II, Item 1 of this Quarterly Report on Form 10-Q.~~We expect to incur an additional $1.5 million to $2.5 million in legal expenses related to the Moehrl-related suits during the remainder of this year because of this ongoing litigation.~~

●

Other selling, operating and administrative expenses ~~increased primarily~~decreased due to restructuring and reduction in force charges, ~~including~~which included a $1.2 million write off of capitalized software development costs in the prior year (see Note 2, Summary of Significant Accounting ~~Policies~~~~). Also contributing to the increase was an increase in bad debt expense,higher travel and events-related expenses and increased investments in technology,~~Policies), partially offset by changes in the fair value of contingent consideration ~~liabilities and lower costs associated with acquiring and integrating new companies.~~liabilities.

Depreciation and Amortization

Depreciation and amortization expense decreased primarily due to the acceleration of amortization of technology in the prior year (partially offset by current year accelerations), partially offset by an increase in amortization due to placing the wemlo technology platform in service.

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Settlement and Impairment Charges

See the discussion of the Results of ~~Operations~~operations for the nine months ended September 30, ~~2022~~2023 and ~~2021~~2022 for a discussion of the settlement and impairment ~~charges~~.charges.

Gain on Reduction in Tax Receivable Agreement Liability

During the three months ended September 30,

~~Table~~ 2023, the Company recorded a $59.2 million valuation allowance on its U.S. net deferred tax assets. In relation to this valuation allowance, the Company also remeasured the liability under the TRAs as of ~~Contents~~September 30, 2023 and recorded a $24.9 million gain on reduction in TRA liability. See Note 9, Income Taxes for additional information.

Other Expenses, Net

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


	Three Months Ended						Change				Three Months Ended						Change
	September 30,						Favorable/(Unfavorable)				September 30,						Favorable/(Unfavorable)
	2022			2021			$		%		2023			2022			$		%
Other expenses, net:
Interest expense	$	(5,729)		$	(3,315)		$	(2,414)	(72.8)	%	$	(9,292)		$	(5,729)		$	(3,563)	(62.2)	%
Interest income		497			19			478	n/m			1,173			497			676	n/m
Foreign currency transaction gains (losses)		(360)			(435)			75	17.2	%		125			(360)			485	n/m
Loss on early extinguishment of debt		—			(264)			264	100.0	%
Total other expenses, net	$	(5,592)		$	(3,995)		$	(1,597)	(40.0)	%	$	(7,994)		$	(5,592)		$	(2,402)	(43.0)	%
Percent of revenue		6.3	%		4.4	%						9.8	%		6.3	%

n/m - not meaningful

Other expenses, net increased primarily due to an increase in interest expense because of rising interest ~~rates and the refinance of and increase to our Senior Secured Credit Facility (see~~rates. See Note 8,7, Debt for more ~~information) in the prior year.~~information. Foreign currency transaction gains (losses) are primarily the result of transactions denominated in the Canadian Dollar.

Provision for Income Taxes

The comparison of effective income tax rates (“EITR”) for the three months ended September 30, ~~2022~~2023 and ~~2021~~2022 is not meaningful. ~~The effective~~For the three months ended September 30, 2023 the EITR was mainly impacted by the valuation allowance on our U.S. net deferred tax assets of $59.2 million (see Note 9, Income Taxes), the $55.0 million settlement of the Nationwide Claims (see Note 11, Commitments and Contingencies), and the net impact of the reduction in force and reorganization charges incurred during the third quarter of 2023 and the restructuring charges incurred during the third quarter of 2022, which were evaluated discretely.

In addition, the reduction in Income (loss) before provision for income taxes, primarily in the U.S., which means that permanent tax differences, such as certain foreign tax items that do not change in direct proportion to taxable income derived in the U.S., have a larger numerical impact on our EITR. In addition, our EITR 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 ~~rate~~purposes and therefore is treated as a “flow-through entity,” as well as annual changes in state tax rates and foreign income tax expense. See Note 3, Non-controlling Interest to the accompanying unaudited condensed consolidated financial statements for further details on the allocation of income taxes between Holdings and the non-controlling interest and see Note 9, Income Taxes for additional information.

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 $26.7 million for the three months ended September 30, 2023, a decrease of $4.7 million from the comparable prior year period. Adjusted EBITDA decreased due to lower revenue resulting primarily from a decrease in Broker fees and U.S. agent count, partially offset by lower legal fees.

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Comparison of Nine Months Ended September 30, 2023 and 2022

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


	Nine Months Ended				Change
	September 30,				Favorable/(Unfavorable)
	2023		2022		$		%
Revenue:
Continuing franchise fees	$	96,011	$	100,937	$	(4,926)	(4.9)	%
Annual dues		25,661		26,847		(1,186)	(4.4)	%
Broker fees		39,468		50,998		(11,530)	(22.6)	%
Marketing Funds fees		63,272		68,496		(5,224)	(7.6)	%
Franchise sales and other revenue		24,659		24,841		(182)	(0.7)	%
Total revenue	$	249,071	$	272,119	$	(23,048)	(8.5)	%


	Nine Months Ended				Change
	September 30,				Favorable/(Unfavorable)
	2023		2022		$		%
Revenue excluding the Marketing Funds:
Total revenue	$	249,071	$	272,119	$	(23,048)	(8.5)	%
Less: Marketing Funds fees		63,272		68,496		(5,224)	(7.6)	%
Revenue excluding the Marketing Funds	$	185,799	$	203,623	$	(17,824)	(8.8)	%

RE/MAX Holdings generated revenue of $249.1 million, a decrease of $23.0 million, or 8.5%, compared to $272.1 million in the same period in 2022. Revenue excluding the Marketing Funds was $185.8 million, a decrease of $17.8 million, or 8.8%, compared to $203.6 million in the same period in 2022. This decrease was attributable to negative organic revenue growth of 7.9% and adverse foreign-currency movements of 0.9%. Organic growth decreased primarily due to a reduction in Broker fees and U.S. agent count, partially offset by ~~changes~~an increase in revenue from our annual RE/MAX agent convention and Mortgage growth.

Continuing Franchise Fees

Revenue from Continuing franchise fees decreased primarily due to ~~forecasted taxable income~~a decrease in U.S. agent count, fee deferrals due to a reduction in collections, adverse foreign currency movements and fee concessions, partially offset by Mortgage growth.

Broker Fees

Revenue from Broker fees decreased primarily due to lower average transactions per agent as compared to the prior year and a decrease in U.S. agent count.

Marketing Funds Fees and Marketing Funds Expenses

Revenue from Marketing Funds fees decreased primarily due to a decrease in U.S. agent count, adverse foreign currency movements and fee concessions. We recognize an equal and offsetting amount of expenses to revenue such that there is no impact to our overall profitability.

Franchise Sales and Other Revenue

Franchise sales and other ~~discrete items. The effective income tax rate~~revenue decreased primarily due to a decrease due to the winddown of the Gadberry Group reporting unit as part of the strategic shift in the prior year and a decrease in revenue from preferred marketing arrangements, partially offset by an increase in revenue from our annual RE/MAX agent convention.

Table of Contents

Operating Expenses

A summary of the components of our operating expenses is as follows (in thousands, except percentages):


	Nine Months Ended						Change
	September 30,						Favorable/(Unfavorable)
	2023			2022			$		%
Operating expenses:
Selling, operating and administrative expenses	$	132,417		$	138,314		$	5,897	4.3	%
Marketing Funds expenses		63,272			68,496			5,224	7.6	%
Depreciation and amortization		24,236			26,855			2,619	9.8	%
Settlement and impairment charges		55,000			8,708			(46,292)	n/m
Gain on reduction in tax receivable agreement liability		(24,917)			—			24,917	n/m
Total operating expenses	$	250,008		$	242,373		$	(7,635)	(3.2)	%
Percent of revenue		100.4	%		89.1	%

n/m – not meaningful


	Nine Months Ended						Change
	September 30,						Favorable/(Unfavorable)
	2023			2022			$		%
Selling, operating and administrative expenses:
Personnel	$	75,795		$	80,934		$	5,139	6.3	%
Professional fees		10,443			13,660			3,217	23.6	%
Lease costs		5,802			6,366			564	8.9	%
Other		40,377			37,354			(3,023)	(8.1)	%
Total selling, operating and administrative expenses	$	132,417		$	138,314		$	5,897	4.3	%
Percent of revenue		53.2	%		50.8	%

Total Selling, operating and administrative expenses increased as follows:

●

Personnel costs decreased due to a reduction in average headcount, lower equity-based compensation expense, excluding the restructuring and reduction in force charges mentioned below, and lower personnel costs associated with acquiring and integrating new companies. Also contributing to the decrease was lower restructuring and reduction in force charges, which included a $2.6 million reduction of severance and related expenses and a $1.5 million reduction related to accelerated equity compensation expense, compared to the prior year (see Note 2, Summary of Significant Accounting Policies). The decrease was partially offset by an increase in average compensation and benefits.

●

Professional fees decreased primarily due to lower legal expenses. See section titled “Legal Proceedings,” set forth in Part II, Item 1 of this Quarterly Report on Form 10-Q.

●

Other selling, operating and administrative expenses increased primarily due to an increase in expenses from our annual RE/MAX agent convention and an increase in bad debt expense, partially offset by changes in the fair value of the contingent consideration liabilities recognized in the prior year.

Depreciation and Amortization

Depreciation and amortization expense decreased primarily due the acceleration of amortization of technology in the prior year (partially offset by current year accelerations) and lower Franchise agreements amortization expense from independent region acquisitions in prior years, partially offset by an increase in amortization due to placing the wemlo platform in service.

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Settlement and Impairment Charges

Settlement Charge

During the third quarter of 2023, we agreed to pay a total settlement of $55.0 million to settle the Nationwide Claims, which is expected to be deposited into a qualified settlement escrow fund (the “Settlement Fund”) in installments. As a result, we recorded the total settlement amount of $55.0 million to “Settlement and impairment charges” within the Condensed Consolidated Statements of Income (Loss) with a corresponding liability recorded to “Accrued liabilities” within the Consolidated Condensed Balance Sheets. In addition, the first installment we paid into the Settlement Fund is included in “Restricted cash” within the Consolidated Condensed Balance Sheets. See Note 11, Commitments and Contingencies for additional information.

Impairment Charge – Leased Assets

During the prior year, we subleased portions of our corporate headquarters. As a result, we performed impairment tests on the portions subleased and recognized impairment charges of $3.7 million and $2.5 million during the first and third quarters of 2022, respectively. See Note 2, Summary of Significant Accounting Policies for additional information about our leases.

Loss on lease termination

During the second quarter of 2022, we terminated our booj office lease, which is owned by an entity controlled by our former employees. As a result, we wrote off a right of use (“ROU”) asset of $2.7 million and derecognized $1.5 million of lease liability associated with the terminated lease. We also recognized a loss on termination of $2.5 million, of which included a lease termination payment of $1.3 million. See Note 2, Summary of Significant Accounting Policies for additional information about our leases.

Gain on Reduction in Tax Receivable Agreement Liability

See the discussion of the Results of operations for the three months ended September 30, ~~2021~~2023 and 2022 for a discussion of the Gain on reduction in tax receivable agreement liability.

Other Expenses, Net

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


	Nine Months Ended						Change
	September 30,						Favorable/(Unfavorable)
	2023			2022			$		%
Other expenses, net:
Interest expense	$	(26,377)		$	(13,412)		$	(12,965)	(96.7)	%
Interest income		3,318			675			2,643	n/m
Foreign currency transaction gains (losses)		383			(340)			723	n/m
Total other expenses, net	$	(22,676)		$	(13,077)		$	(9,599)	(73.4)	%
Percent of revenue		9.1	%		4.8	%

n/m - not meaningful

Other expenses, net increased primarily due to an increase in interest expense because of rising interest rates. See Note 7, Debt for more information. Foreign currency transaction gains (losses) are primarily the result of transactions denominated in the Canadian Dollar.

Provision for Income Taxes

The comparison of effective income tax rates (“EITR”) for the nine months ended September 30, 2023 and 2022 is not meaningful. For the nine months ended September 30, 2023 the EITR was mainly impacted by the ~~$40.5~~valuation allowance on our U.S. net deferred tax assets of $59.2 million ~~loss~~(see Note 9, Income Taxes), the $55.0 million settlement of the Nationwide Claims (see Note 11, Commitments and Contingencies), and the net impact of the reduction in force and reorganization charges incurred during 2023 and the restructuring charges incurred during 2022, which were evaluated discretely.

Table of Contents

In addition, the reduction in Income (loss) before provision for income taxes, primarily in the U.S., means that permanent tax differences, such as certain foreign tax and equity-based compensation items that do not change in direct proportion to taxable income derived in the U.S., have a larger numerical impact on ~~contract settlement, which was evaluated discretely and has no~~our effective tax ~~provision.~~rate. 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 entity,” as well as annual changes in state tax rates and foreign income tax expense. See Note 3, Non-controlling Interest to the accompanying unaudited condensed consolidated financial statements for further details on the allocation of income taxes between Holdings and the non-controlling interest and see Note ~~10,~~9, Income Taxes for additional information.

Adjusted EBITDA

Adjusted EBITDA was ~~$31.5~~$73.3 million for the ~~three~~nine months ended September 30, ~~2022,~~2023, a decrease of ~~$3.3~~$21.8 million from the comparable prior year period. Adjusted EBITDA decreased ~~primarily~~ due to lower revenue resulting primarily from ~~lower~~a decrease in Broker fees and ~~increased legal and~~U.S. agent count, as well as an increase in bad debt ~~expenses, partially offset by lower personnel expenses, excluding restructuring charges,~~expense and ~~contributions from~~ the ~~INTEGRA acquisition.~~

~~Table~~net impact of ~~Contents~~

~~Comparison of the Nine Months Ended September 30, 2022and 2021~~

~~Revenue~~

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

Nine Months Ended

Change

September 30,

Favorable/(Unfavorable)

2022

2021

$

%

Revenue:

Continuing franchise fees

$
100,937

$
84,793

$
16,144

19.0
%
Annual dues

26,847

26,508

339

1.3
%
Broker fees

50,998

48,651

2,347

4.8
%
Marketing Funds fees

68,496

59,456

9,040

15.2
%
Franchise sales and other revenue

24,841

21,130

3,711

17.6
%
Total revenue

$
272,119

$
240,538

$
31,581

13.1
%

Nine Months Ended

Change

September 30,

Favorable/(Unfavorable)

2022

2021

$

%

Revenue excluding the Marketing Funds:

Total revenue

$
272,119

$
240,538

$
31,581

13.1
%
Less: Marketing Funds fees

68,496

59,456

9,040

15.2
%
Revenue excluding the Marketing Funds

$
203,623

$
181,082

$
22,541

12.4
%

RE/MAX Holdings generated revenue of $272.1 million in 2022, an increase of $31.6 million, or 13.1%, compared to $240.5 million in the same period in 2021. Revenue excluding the Marketing Funds was $203.6 million for the nine months ended September 30, 2022, an increase of $22.5 million, or 12.4%, compared to $181.1 million in the same period in 2021. This increase was comprised of organic revenue growth of 1.9% and 10.6% from acquisitions, partially offset by adverse foreign currency movements of 0.1%. Organic growth increased primarily due to increased events-related revenue, primarily due to higher attendance at our annual RE/MAX agent convention, Motto growth, a price increase in RE/MAX Continuing franchise fees and incremental revenue from fewer agent recruiting initiatives. Revenue growth from acquisitions was attributable to revenue from the INTEGRA acquisition completed in July 2021. Consolidated revenue increased due to the aforementioned factors plus growth in Marketing Funds fees primarily from the INTEGRA acquisition.

~~Continuing Franchise Fees~~

Revenue from Continuing franchise fees increased primarily due to contributions from the INTEGRA acquisition, Motto growth, a price increase in RE/MAX, incremental revenue from fewer agent recruiting initiatives and RE/MAX growth in Canada and globally, partially offset by a decrease in U.S. agent count.

~~Broker Fees~~

~~Revenue from Broker fees increased primarily from the INTEGRA acquisition and rising home prices, partially offset by lower average transactions per agent compared to the prior year.~~

~~Marketing Funds Fees and Marketing Funds Expenses~~

Revenue from Marketing Funds fees increased primarily from the INTEGRA acquisition, fewer agent recruiting initiatives in the current year, and an increase in Canadian agent count, partially offset by a decrease in U.S. agent count. We recognize an equal and offsetting amount of expenses to revenue such that there is no impact to our overall profitability.

~~Franchise Sales and Other Revenue~~

~~Franchise sales and other revenue increased primarily due to higher attendance at our events including our annual RE/MAX agent~~ convention.

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~~Operating Expenses~~

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

Nine Months Ended

Change

September 30,

Favorable/(Unfavorable)

2022

2021

$

%

Operating expenses:

Selling, operating and administrative expenses

$
138,314

$
133,591

$
(4,723)

(3.5)
%
Marketing Funds expenses

68,496

59,456

(9,040)

(15.2)
%
Depreciation and amortization

26,855

22,236

(4,619)

(20.8)
%
Settlement and impairment charges

8,708

45,623

36,915

80.9
%
Total operating expenses

$
242,373

$
260,906

$
18,533

7.1
%
Percent of revenue

89.1
%

108.5
%

Nine Months Ended

Change

September 30,

Favorable/(Unfavorable)

2022

2021

$

%

Selling, operating and administrative expenses:

Personnel

$
80,934

$
81,322

$
388

0.5
%
Professional fees

13,660

19,719

6,059

30.7
%
Lease costs

6,366

6,258

(108)

(1.7)
%
Other

37,354

26,292

(11,062)

(42.1)
%
Total selling, operating and administrative expenses

$
138,314

$
133,591

$
(4,723)

(3.5)
%
Percent of revenue

50.8
%

55.5
%

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

●

Personnel costs decreased slightly due to lower equity-based compensation expense, excluding the restructuring charges mentioned below, lower costs associated with acquiring and integrating new companies, and a decrease in corporate bonus versus the prior year. This decrease was mostly offset by restructuring charges including $6.9 million of severance and related expenses and $ 2.0 million accelerated equity compensation expense (see Note 2, ~~Summary of Significant Accounting Policies~~~~). In addition, the decrease in personnel costs were offset by increases in headcount from acquisitions and increases in salaries and benefits.~~

●

Professional fees decreased primarily due to lower costs associated with acquiring and integrating new companies, partially offset by an increase in legal expenses. See section titled “Legal Proceedings,” set forth in Part II, Item 1 of this Quarterly Report on Form 10-Q. ~~We expect to incur an additional $1.5 million to $2.5 million in legal expenses related to the Moehrl-related suits during the remainder of this year because of this ongoing litigation.~~

●

Other selling, operating and administrative expenses increased primarily due to higher travel and events-related expenses, mainly from increased attendance at our annual RE/MAX agent convention and fewer COVID restrictions, increased investments in technology, an increase in bad debt expense, restructuring charges including a $1.2 million write off capitalized software development costs (see Note 2, ~~Summary of Significant Accounting Policies~~~~), and changes in the fair value of the contingent consideration liabilities, partially offset by lower costs associated with acquiring and integrating new companies.~~

~~Depreciation and Amortization~~

~~Depreciation and amortization expense increased primarily due to new amortization related to our acquisition.~~

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~~Settlement and Impairment Charges~~

~~Impairment Charge - Leased Assets~~

During the first and third quarters of 2022, we subleased portions of our corporate headquarters. As a result, we performed impairment tests on the portions subleased and recognized an impairment charge of $3.7 million in the first quarter and $2.5 million in the third quarter. See Note 2, ~~Summary of Significant Accounting Policies~~ ~~for additional information about our leases.~~

~~Loss on lease termination~~

During the second quarter of 2022, we terminated our booj office lease, which is owned by an entity controlled by our former employees. As a result, we wrote off a right of use (“ROU”) asset of $2.7 million and derecognized $1.5 million of lease liability associated with the terminated lease. We also recognized a loss on termination of $2.5 million, which included a lease termination payment of $1.3 million. See Note 2, ~~Summary of Significant Accounting Policies~~ ~~for additional information about our leases.~~

~~Loss on Contract Settlement~~

During the third quarter of 2021, we recorded a $40.5 million loss on our contractual relationship with INTEGRA which was settled with the INTEGRA acquisition. The loss represents the fair value of the difference between the historical contractual rates paid by INTEGRA and the current market rate. The loss is recorded in “Settlement and impairment charges” in the accompanying Condensed Consolidated Statements of Income (Loss). See ~~Note 5, Acquisitions and Dispositions~~ ~~for additional information about our acquisition.~~

~~Impairment Charge - Goodwill~~

During the third quarter of 2021, we identified impairment indicators associated with the First reporting unit in the Real Estate segment, primarily lower than expected adoption rates of the technology, resulting in downward revisions to long-term forecasts which is a significant input in the fair value of the reporting unit. Therefore, we performed an interim impairment test as of August 31, 2021 on the goodwill of the First reporting unit and recorded a non-cash impairment charge of $5.1 million.

~~Other Expenses, Net~~

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

Nine Months Ended

Change

September 30,

Favorable/(Unfavorable)

2022

2021

$

%

Other expenses, net:

Interest expense

$
(13,412)

$
(7,537)

$
(5,875)

(77.9)
%
Interest income

675

201

474

235.8
%
Foreign currency transaction gains (losses)

(340)

(818)

478

58.4
%
Loss on early extinguishment of debt

—

(264)

264

100.0
%
Total other expenses, net

$
(13,077)

$
(8,418)

$
(4,659)

(55.3)
%
Percent of revenue

4.8
%

3.5
%

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

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~~Provision for Income Taxes~~

The comparison of effective income tax rates for the nine months ended September 30, 2022 and 2021 is not meaningful. Our effective income tax rate was 26.2% for the nine months ended September 30, 2022 and was impacted by changes to forecasted taxable income and other discrete items. The effective income tax rate for the nine months ended September 30, 2021 is impacted by the $40.5 million loss on contract settlement, which was evaluated discretely and has no tax provision. 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 entity,” as well as annual changes in state tax rates and foreign income tax expense. See Note 3, ~~Non-controlling Interest~~ ~~to the accompanying unaudited condensed consolidated financial statements for further details on the allocation of income taxes between Holdings and the non-controlling interest and see Note 10,~~ ~~Income Taxes~~ ~~for additional information.~~

~~Adjusted EBITDA~~

Adjusted EBITDA was $95.1 million for the nine months ended September 30, 2022, an increase of $6.6 million from the comparable prior year period. Adjusted EBITDA increased primarily due to contributions from the INTEGRA acquisition and a decrease in the corporate bonus versus the prior year, partially offset by decreased Broker fees due to lower transactions per agent (excluding the contributions from the INTEGRA acquisition), increased headcount related to acquisitions, increased salaries and benefits, increased legal expenses and investments in technology and our Mortgage segment.

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 Revenue excluding the Marketing Funds and Adjusted EBITDA and the ratios related thereto. These measures are derived on the basis of methodologies other than in accordance with U.S. GAAP.

Revenue excluding the Marketing Funds is a non-GAAP measure of financial performance that differs from U.S. GAAP and we believe that exclusion of the ~~U.S. Generally Accepted Accounting Principles.~~Marketing Funds is a useful supplemental measure as we recognize an equal and offsetting amount of expenses to revenue such that there is no impact to our overall profitability. Revenue excluding the Marketing Funds is calculated directly from our condensed consolidated financial statements as Total revenue less Marketing Funds fees.

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: gain or loss on sale or disposition of assets and sublease, settlement and impairment charges, equity-based compensation expense, acquisition-related expense, ~~gain~~gains 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, restructuring charges and other non-recurring items.

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 provide 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;

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●

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;

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●

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 pursuant to the Tax Receivable Agreements (“TRAs”);

●

these measures do not reflect the cash requirements for share repurchases;

●

these measures do not reflect the cash requirements for the settlement of the Nationwide Claims;

●

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 ~~(loss)~~ per share; and

●

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

A reconciliation of Adjusted EBITDA to net income (loss) is set forth in the following table (in thousands):


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Net income (loss)	$	(910)	$	(42,363)	$	12,310	$	(30,240)	$	(82,672)	$	(910)	$	(80,107)	$	12,310
Depreciation and amortization		8,757		8,582		26,855		22,236		8,195		8,757		24,236		26,855
Interest expense		5,729		3,315		13,412		7,537		9,292		5,729		26,377		13,412
Interest income		(497)		(19)		(675)		(201)		(1,173)		(497)		(3,318)		(675)
Provision for income taxes		553		792		4,359		1,454		53,680		553		56,494		4,359
EBITDA		13,632		(29,693)		56,261		786		(12,678)		13,632		23,682		56,261
Loss on contract settlement ⁽¹⁾		—		40,500		—		40,500
Loss on extinguishment of debt ⁽²⁾		—		264		—		264
Impairment charge - leased assets ⁽³⁾		2,513		—		6,248		—
Impairment charge - goodwill ⁽⁴⁾		—		5,123		—		5,123
Loss on lease termination ⁽⁵⁾		—		—		2,460		—
Settlement charge ⁽¹⁾										55,000		—		55,000		—
Impairment charge - leased assets ⁽²⁾										—		2,513		—		6,248
Loss on lease termination ⁽³⁾										—		—		—		2,460
Equity-based compensation expense		7,834		9,008		18,006		27,315		4,891		7,834		14,050		18,006
Acquisition-related expense⁽⁶⁾		412		9,432		1,997		14,303
Fair value adjustments to contingent consideration ⁽⁷⁾		(692)		320		1,303		330
Restructuring charges ⁽⁸⁾		8,092		—		8,092		—
Other ⁽⁹⁾		(308)		(154)		727		(104)
Acquisition-related expense⁽⁴⁾										59		412		160		1,997
Fair value adjustments to contingent consideration ⁽⁵⁾										(280)		(692)		(379)		1,303
Restructuring charges ⁽⁶⁾										4,278		8,092		4,245		8,092
Gain on reduction in tax receivable agreement liability ⁽⁷⁾										(24,917)		—		(24,917)		—
Other										395		(308)		1,471		727
Adjusted EBITDA	$	31,483	$	34,800	$	95,094	$	88,517	$	26,748	$	31,483	$	73,312	$	95,094

(1)	Represents the ~~effective~~ settlement of the ~~pre-existing master franchise agreement with INTEGRA that was recognized with the acquisition.~~Nationwide Claims. See Note 5,11, ~~Acquisitions~~Commitments and ~~Dispositions~~Contingencies for additional information.

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

~~(3)~~

~~(4)~~

~~(5)~~(3)

~~(6)~~(4)

Acquisition-related expense includes personnel, legal, accounting, advisory and consulting fees incurred in connection with acquisition activities and integration of acquired companies.

~~(7)~~(5)

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~~(8)~~(6)

During the third quarter of 2023, the Company announced a reduction in force and reorganization intended to streamline the Company’s operations and yield cost savings over the long term and during the third quarter of 2022, wethe Company incurred expenses related to a restructuring ~~our business and~~associated with a shift in its technology offerings ~~including $6.9 million of severance and related expenses and a $1.2 million write off of capitalized software development costs.~~strategy. See Note 2, Summary of Significant Accounting Policies for additional information.

~~(9)~~(7)

~~Includes~~Gain on reduction in tax receivable agreement liability is a result of a valuation allowance on deferred tax assets recorded during the ~~results~~third quarter of ~~Gadberry Group, the net assets of which are held~~2023. See Note 9, Income Taxes for ~~sale.~~additional information.

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Liquidity and Capital Resources

Overview of Factors Affecting Our Liquidity

Our liquidity position is primarily affected by the growth of our agent and franchise ~~networks~~base and 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 several factors including agents in the RE/MAX network, particularly in Company-Owned ~~Regions, and open offices in the Motto network.~~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)

net investments in ~~technology and the growth of~~ our ~~mortgage business;~~Mortgage segment;

(iv)

cash consideration for acquisitions and acquisition-related expenses;

(v)

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

(vi)

dividend payments to stockholders of our Class A common stock;

(vii)

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

(viii)

corporate tax payments paid by the Company;

(ix)

payments to the TRA parties pursuant to the TRAs;

(x)

the settlement of the Nationwide Claims; and

~~(x)~~(xi)

share repurchases.

We have satisfied these needs primarily through our existing cash balances, cash generated by our operations and funds available under our 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

RMCO and RE/MAX, LLC, a wholly owned subsidiary of RMCO, have a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and various lenders party thereto (the “Senior Secured Credit Facility”). On July 21, 2021, we amended and restated our Senior Secured Credit Facility to ~~fund the INTEGRA acquisition and~~ refinance our existing facility. The revised facility provides for 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 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 (or a higher amount subject to the terms and conditions of the Senior Secured Credit Facility), subject to lender participation.

The Senior Secured Credit Facility requires ~~RE/MAX, LLC~~us 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%~~100% of proceeds of any incurrence of additional debt not permitted by the Senior Secured Credit Facility, (ii) ~~100.0%~~100% of proceeds of asset sales and ~~100.0%~~100% of amounts recovered under insurance policies, subject to certain exceptions and a reinvestment right and (iii) 50% of 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 (or “TLR” as defined in the Senior Secured Credit Facility) is in excess of 4.25:1. If the TLR as of the 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 the TLR as of the last day of such fiscal year is less than 3.75:1, no repayment from ECF is required. In addition, the Company is limited in the amount of restricted payments it can make as defined in the Senior Secured Credit Facility. These restricted payments include declaration or payment of dividends, repurchase of shares, or other distributions. In general, the Company can make unlimited restricted payments, so long as the TLR is below 3.50:1 (both before and after giving effect to such payments). As of September 30, 2023, our TLR was 7.00:1. The increase in the TLR was substantially the result of the Settlement (for additional information see Note 11, Commitments and Contingencies), as long as the TLR remains above 3.50:1, the Company will be limited in the amount of restricted payments – primarily dividends and share repurchases – it can make up to the greater of $50 million or 50% of consolidated EBITDA on a trailing four calendar quarter basis (unless the Company can rely on other restricted payment baskets available under the Senior Secured Credit Facility). Consolidated EBITDA, as defined in the Senior Secured Credit Facility, was $24.6 million

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on a trailing twelve month basis as of September 30, 2023. The Company will evaluate if an ECF payment is required as of December 31, 2023 pursuant to the terms of the Senior Secured Credit Facility.

The Senior Secured Credit Facility is guaranteed by RMCO and is secured by a lien on substantially all of the assets of RE/MAX, LLC and other operating companies.

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The 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 Senior Secured Credit Facility.

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) 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%. The Senior Secured Credit Facility includes a provision for transition from LIBOR to the alternative reference rate of Term Secured Overnight Financing Rate (“SOFR”)) on or before June 2023 (the LIBOR Rate cessation date) and we transitioned to Adjusted Term SOFR on July 31, 2023. As of September 30, ~~2022,~~2023, the interest rate on the term loan facility was ~~5.6%~~7.9%.

The Senior Secured Credit Facility requires the TLR to not exceed 4.50:1. As a result, as long as the Company’s TLR remains above 4.50:1, access to the revolving line of credit will be precluded. We expect that the earliest the TLR will fall below 4.50:1 is during the third quarter of 2024. A commitment fee of 0.5% per annum (subject to reductions) accrues on the amount of unutilized revolving line of ~~credit.~~credit regardless of the TLR.

As of September 30, ~~2022,~~2023, we had ~~$449.3~~$449.7 million of term loans outstanding, ~~net of an~~excluding any unamortized discount and issuance costs, and no revolving loans outstanding under our Senior Secured Credit Facility.

Sources and Uses of Cash

As of September 30, ~~2022~~2023 and December 31, ~~2021,~~2022, we had ~~$117.9~~$89.8 million and ~~$126.3~~$108.7 million, respectively, of cash and cash equivalents, of which approximately ~~$19.5~~$31.1 million and ~~$8.9~~$23.5 million, respectively, were denominated in foreign currencies.

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


	Nine Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2023		2022
Cash provided by (used in):
Operating activities	$	61,386	$	16,644	$	19,625	$	61,386
Investing activities		(9,865)		(192,471)		(3,570)		(9,865)
Financing activities		(58,613)		199,142		(33,391)		(58,613)
Effect of exchange rate changes on cash		(2,009)		54		21		(2,009)
Net change in cash, cash equivalents and restricted cash	$	(9,101)	$	23,369	$	(17,315)	$	(9,101)

Operating Activities

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

●

a decrease in Adjusted EBITDA of $21.8 million;

●

a decrease due to higher interest payments of $13.0 million, due to higher interest rates in the current year;

●

a decrease due to higher spend in the Marketing Funds resulting in higher net use of restricted cash in the current year;

●

a decrease due to higher tax payments in the current year of $1.8 million;

●

an increase due to ~~the loss on contract settlements~~lower payments of ~~$40.5 million in the prior year;~~certain employee related liabilities;

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●

an increase due to lower costs associated with acquiring and integrating new companies;

●

~~an increase due to lower tax payments in the current year of $7.6 million;~~

●

~~an increase in Adjusted EBITDA of $6.6 million;~~

●

~~a decrease due to higher payments of certain employee related liabilities;~~

●

~~a decrease due to higher interest payments of $8.8 million, due to the increase of our Senior Secured Credit Facility in July 2021 and higher interest rates in the current year;~~ and

●

timing differences on various operating assets and liabilities.

Investing Activities

During the nine months ended September 30, ~~2022~~2023, the change in cash ~~(used in)~~used in investing activities was primarily the result of ~~the INTEGRA acquisition~~lower capitalizable investments in technology as compared to the prior year ~~partially offset by~~and ~~lower~~no spend on our corporate headquarters ~~refresh.~~refresh in the current year.

Financing Activities

During the nine months ended September 30, ~~2022,~~2023, the change in cash ~~provided by (used in)~~used in financing activities was primarily due to ~~net cash received from the increase in our term loan i~~lower a~~n the prior year, partially offset by the allocation of~~

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capital to our share repurchase program ~~that began in the first quarter of 2022~~ and ~~an increase in principal~~lower tax withholding payments ~~on our Senior Secured Credit Facility.~~for share-based compensation.

Capital Allocation 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 facility~~ and incremental facilities under our 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 acquisitions of 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, revenue streams, or otherwise complement ~~or accelerate the growth of~~ our existing operations. We may fund any such growth with various sources of capital including existing cash balances and cash flow from operations, as well as proceeds from debt financings including under existing credit facilities or new arrangements raised in the public capital markets.

Capital Expenditures

The total aggregate amount for purchases of property and equipment and capitalization of developed software was $4.2 million and $8.0 million ~~and $12.1 million during~~for the nine months ended September 30, 2023 and 2022, ~~and 2021,~~ respectively. ~~For the nine months ended September 30, 2022 and 2021, t~~These amounts primarily relate to spend on ~~our corporate headquarters refresh and~~ investments in 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 affiliates in our networks. Total capital expenditures for ~~2022~~2023 are expected to be between ~~$10.5~~$5.5 million and ~~$12.5~~$7.5 million. See Financial and Operational Highlights above for additional information.

Return of Capital

~~Return of capital to shareholders is one of our primary capital allocation priorities.~~ Our Board of Directors ~~declared and we paid~~approved quarterly cash dividends of $0.23 per share on all outstanding shares of Class A common stock during the ~~third quarter of 2022. On November 2, 2022,~~three quarters in 2023, as disclosed in Note 4, Earnings Per Share and Dividends. Subsequent thereto, our Board of Directors ~~declared a~~decided to suspend our quarterly ~~cash dividend~~dividend. In light of ~~$0.23 per share on all outstanding shares of Class A common stock, which~~the recent litigation settlement and ongoing challenging housing and mortgage market conditions, we believe this action to preserve our capital is ~~payable on November 30, 2022 to stockholders of record at the close of business on November 16, 2022.~~prudent.

During the first quarter of 2022, our Board of Directors authorized a common stock repurchase program of up to $100 million. The share repurchase program does not obligate the Company to purchase any amount of common stock and does not have an expiration date. ~~The share repurchase program may be suspended or discontinued at any time.~~ During the nine months ended September 30, ~~2022, 995,176~~2023, 160,405 shares of our Class A common stock were repurchased and retired for ~~$23.8~~$3.4 million, excluding commissions, at an average cost of ~~$23.91~~$21.24 per share. As of September 30, ~~2022, $76.2~~2023, $62.5 million remained available under the share repurchase authorization.

Future capital allocation ~~decision~~decisions with respect to return of capital either in the form of additional future dividends, and if declared, the amount, payment and timing of any such future dividend, or in the form of share ~~repurchases, will be subject to our actual future earnings and capital requirements and any amounts authorized~~buybacks, will be at the sole discretion of our Board of ~~Directors.~~Directors who will take into account general economic, housing and mortgage market conditions, the Company’s financial condition, available cash, current and anticipated cash needs, any applicable restrictions pursuant to the terms of our Senior Secured Credit Facility and any other factors that the Board of Directors considers relevant.

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Distributions and Other Payments to Non-controlling Unitholders by RMCO

Distributions and other payments pursuant to the RMCO, LLC Agreement and TRAs were comprised of the following (in thousands):


	Nine Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2023		2022
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	$	2,256	$	2,113	$	—	$	2,256
Dividend distributions		8,667		8,667		8,667		8,667
Total distributions to RIHI		10,923		10,780		8,667		10,923
Payments pursuant to the TRAs		—		—		—		—
Total distributions to RIHI and TRA payments	$	10,923	$	10,780	$	8,667	$	10,923

Commitments and Contingencies

See Note ~~12,~~11, Commitments and Contingencies to the accompanying unaudited condensed consolidated financial statements for additional information.

Off Balance Sheet Arrangements

We have no material off balance sheet arrangements as of September 30, ~~2022.~~2023.

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.

Mortgage 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. We perform our required impairment testing annually on October 1. During 2022, we performed the qualitative impairment assessments for all reporting units. Except for the Mortgage reporting unit, the fair value of the reporting units significantly exceeded their carrying values at the latest assessment date.

The Mortgage segment’s, which has a carrying value of goodwill as of September 30, 2023 of $18.6 million, fair value is tied primarily to Motto franchise sales over the next several years and the discount rate used in our discounted cash flow analysis. Changes in the estimate of future sales that we think can be achieved would likely result in an impairment of this goodwill balance. There were no events or circumstances that would indicate impairment may have occurred at the reporting unit level at September 30, 2023.

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 ~~2021~~2022 Annual Report on Form 10-K for which there were no material changes, included:

●

~~Mortgage Goodwill~~

●

Purchase Accounting for Acquisitions

●

Deferred Tax Assets and TRA Liability

New Accounting Pronouncements

See Note 2, Summary of Significant Accounting Policies to the accompanying unaudited condensed consolidated financial statements for additional information.

Item 3. Quantitative and Qualitative Disclosures About Market Risks

We have operations within the U.S., Canada, 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 credit risks, as well as risks relating to

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changes in the general economic conditions in the countries where we conduct business. We use derivative instruments to mitigate the impact of certain of our market risk exposures. We do not use derivatives for trading or speculative purposes.

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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~~For the nine months ended September 30, 2023 and 2022 bad debt expense was 2.0% and ~~2021.~~0.5% of revenue, respectively.

Interest Rate Risk

We are subject to interest rate risk in connection with borrowings under our Senior Secured Credit Facility which bear interest at variable rates. On September 30, ~~2022, $454.3~~2023, $449.7 million in term loans were outstanding under our Senior Secured Credit Facility. 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~~As of September 30, 2023, the interest rate on our Senior Secured Credit Facility ~~is currently~~was based on LIBOR, subject to a floor of 0.50%, plus an applicable margin of 2.50%. We transitioned from LIBOR to Adjusted Term SOFR during the third quarter of 2023 and borrowings under the term loans and revolving loans will accrue interest based on Adjusted Term SOFR, beginning on July 31, 2023, subject to the same floor of 0.50%, plus the same applicable margin of 2.50%.

As of September 30, ~~2022,~~2023, the interest rate was ~~5.6%~~7.9%. If ~~LIBOR rises such that~~ our rate is above the floor, then each hypothetical 0.25% increase would result in additional annual interest expense of $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 110 countries and territories. Fluctuations in exchange rates of the U.S. dollar against foreign currencies can result, and have resulted, in fluctuations in (a) revenue and operating income (loss) 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. To mitigate a portion of this risk related to (b), we enter into short-term foreign 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, ~~2022,~~2023, 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 operating income (loss) of approximately ~~$0.4~~$0.3 million and ~~$1.3~~$1.1 million, 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 ~~Securities~~ Exchange Act, ~~of 1934 (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

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evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that as of September 30, ~~2022~~2023 our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

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 the quarter ended September 30, ~~2022~~2023 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, and the disclosures set forth in Note ~~12,~~11, 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. Often 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 any currently pending litigation will have a material adverse effect on our business, financial condition or operations, there are inherent uncertainties in litigation and other claims and regulatory proceedings and such pending matters could result in unexpected expenses and liabilities and might materially adversely affect our business, financial condition or operations, including our reputation.

Item 1A. Risk Factors

~~For a discussion of our potential risks~~Due to developments relating to the litigation and ~~uncertainties, please see~~settlement discussed in Note 11, Commitments and Contingencies, the Company is supplementing the risk factors previously disclosed in Part I, Item 1A, “Risk Factors” ~~in our 2021~~of its Annual Report on Form ~~10-K. There~~10-K for the fiscal year ended December 31, 2022 (the “2022 Annual Report on Form 10-K”), filed with the Securities and Exchange Commission on February 28, 2023, to include the following risk factor under the heading “Risks Related to Our Business and Industry”.

The real estate industry may be negatively impacted as the result of certain class action lawsuits and potential regulatory changes, which could adversely affect our financial condition and results of operations.

As discussed in Note 11, Commitments and Contingencies, we are a defendant in class action complaints referred to as the “Moehrl-related antitrust litigations” which allege violations of federal antitrust law, among other claims. RE/MAX, LLC entered into the Settlement Agreement on October 5, 2023, with the plaintiffs in two of the Moehrl-related antitrust litigations (referred to as the Burnett Action and the Moehrl Action) and on October 24, 2023, plaintiffs in another Moehrl-related antitrust litigation (referred to as the Nosalek Action) agreed to the substantive terms of the Settlement Agreement. The Settlement Agreement remains subject to preliminary and final court approval. Further details on the Moehrl-related antitrust litigations and the Settlement Agreement are in Note 11.

Despite the Settlement Agreement, the Moehrl-related antitrust litigations, and the direct and indirect effects thereof, continue to pose substantial risks to the Company and its business.

On October 31, 2023, after a two-week trial, the jury in the Burnett Action found that a conspiracy existed and awarded approximately $1.8 billion against the three defendants that did not settle the case in advance of the trial: NAR, Keller Williams, and HSA. The Company expects the award to be trebled and the court to order injunctive relief against those three defendants. Even though RE/MAX, LLC would not be subject to any injunctive relief ordered in the Burnett Action, such injunctive relief could have ~~been no material~~adverse collateral impacts on RE/MAX, LLC through potential changes to business practices in the ~~risk factors~~real estate industry. These changes may also result in enhanced competition from new or existing business models. The indirect and direct effects of this action upon the real estate industry and the Company are not yet clear.

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There can be no assurance that the court will approve the Settlement Agreement in its current form or at all. If the court modifies or does not approve the Settlement Agreement, the Company could incur substantial legal fees in continued litigation, and ultimately, RE/MAX, LLC could be found liable for damages and subject to injunctive relief, which could have a significant impact on our business and results of operations.

Further, the Moehrl-related antitrust litigations and other legal proceedings may prompt regulatory changes to rules established by NAR, local or state real estate boards, or multiple listing services. The Department of Justice (“DOJ”) previously agreed to settle a suit with NAR in which NAR agreed to adopt certain rule changes, such as ~~disclosed~~increased disclosure of commission offers from sellers’ agents to buyers’ agents. The DOJ subsequently withdrew from the settlement and issued a civil investigative demand (“CID”) to NAR. A court set aside the CID, ruling that NAR had a valid settlement agreement with the DOJ which prohibited the CID at issue. The DOJ appealed the decision. It is not clear what rule changes, if any, may ultimately be implemented as a result.

The outcome of the antitrust litigations and related regulatory matters could reduce RE/MAX agent count and the fees we receive from our franchisees and agents, which, in turn, could adversely affect our ~~2021 Annual Report.~~financial condition and results of operations.

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

The following table sets forth stock repurchases of our Class A common stock for the three months ended September 30, ~~2022:~~2023:

Approximate Dollar

Total Number of Shares

Value of Shares that

Purchased as part of

May Yet be

Publicly Announced

Average Price

Purchased Under the
Period

Plans or Programs ^(a)

Paid Per Share

Plans or Programs
July 1-31

68,715

$
24.59

$
86,444,712
August 1-31

163,385

$
25.53

$
82,273,822
September 1-30

275,880

$
22.00

$
76,205,055
Total

507,980

~~(a)~~

~~In January 2022, our Board of Directors authorized a common stock repurchase program of up to $100 million. As of September 30, 2022, $76.2 million remains under the program.~~


				Approximate Dollar
	Total Number of Shares			Value of Shares that
	Purchased as part of			May Yet be
	Publicly Announced	Average Price		Purchased Under the
Period	Plans or Programs ^(a)	Paid Per Share		Plans or Programs
July 1-31	—	$	—	$	62,491,567
Aug 1-31	—	$	—	$	62,491,567
Sep 1-30	—	$	—	$	62,491,567
Total	—

In January 2022, our Board of Directors authorized a common stock repurchase program of up to $100 million. There was no repurchase activity during the three months ended September 30, 2023. As of September 30, 2023, $62.5 million remains under the program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

~~None.~~During the three months ended September 30, 2023, none of our directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

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Item 6. Exhibits

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

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

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

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

3.3	Amendment No. 1 to Amended and Restated Bylaws of RE/MAX Holdings, Inc.	8-K	001-36101	5/31/2023	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

4.2	RE/MAX Holdings, Inc. 2023 Omnibus Incentive Plan and related documents.	S-8	333-190699	5/25/2023	4.4

10.1	Form of Time-Based Restricted Stock Unit Award	10-Q	001-36101	5/4/2023	10.1

10.2	Form of Performance-Based Restricted Stock Unit Award	10-Q	001-36101	5/4/2023	10.2

10.3	RE/MAX Holdings, Inc. Deferred Compensation Plan†	10-Q	001-36101	8/2/2023	10.3

10.4	Change in Control Severance Plan†	8-K	001-36101	5/31/2023	10.1

10.5	Severance and Retirement Plan†	8-K	001-36101	5/31/2023	10.2

10.6	Amended and Restated Interim Executive Agreement, dated August 31, 2023†	8-K	001-36101	9/7/2023	10.1

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	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

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Exhibit No.	Exhibit Description	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.

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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:	November ~~3, 2022~~2, 2023	By:	/s/ Stephen P. Joyce
			Stephen P. Joyce
			Chief Executive Officer
			(Principal Executive Officer)

Date:	November ~~3, 2022~~2, 2023	By:	/s/ Karri R. Callahan
			Karri R. Callahan Chief Financial Officer (Principal Financial Officer)

Date:	November ~~3, 2022~~2, 2023	By:	/s/ ~~Adam W. Grosshans~~Leah R. Jenkins
			~~Adam W. Grosshans~~Leah R. Jenkins Chief Accounting Officer (Principal Accounting Officer)

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Cash and cash equivalents and restricted cash	$	14,098
Accounts and notes receivable, net		6,610
Income taxes receivable		494
Other current assets		502
Property and equipment		63
Franchise agreements ^(a)		92,250
Other intangible assets, net ^(a)		9,200
Other assets, net of current portion		2,174
Goodwill ^(b)		108,606
Accounts payable		(3,461)
Accrued liabilities		(14,045)
Income taxes payable		(3,107)
Deferred revenue		(824)
Deferred tax liabilities, net		(16,260)
Other liabilities, net of current portion		(2,200)
Total purchase price allocated to assets and liabilities		194,100
Loss on contract settlement		40,900
Total consideration	$	235,000


	September 30,
	2022 ^(a)
Accounts and notes receivable, current portion, net of allowances	$	1,415
Other current assets		209
Property and equipment, net of accumulated depreciation		46
Operating lease right of use assets		209
Goodwill		7,100
Other intangible assets, net		2,672
Total assets held for sale	$	11,651

Accounts payable		597
Accrued liabilities		898
Deferred revenue and deposits		1,243
Current portion of lease liability		103
Lease liability, net of current portion		108
Other liabilities, net of current portion		569
Total liabilities held for sale	$	3,518