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 ~~June 30, 2021.~~March 31, 2022.

☐	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

Logo, company name

Description automatically generated

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:

~~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 ~~July 31, 2021,~~April 21, 2022, there were ~~18,891,019~~19,266,266 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	4

	Condensed Consolidated Statements of Comprehensive Income	5

	Condensed Consolidated Statements of Stockholders’ Equity	6

	Condensed Consolidated Statements of Cash Flows	7

	Notes to Unaudited Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	3332

Item 4.	Controls and Procedures	3432

	PART II. – OTHER INFORMATION

Item 1.	Legal Proceedings	3533

Item 1A.	Risk Factors	3533

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3533

Item 3.	Defaults Upon Senior Securities	3534

Item 4.	Mine Safety Disclosures	3534

Item 5.	Other Information	3534

Item 6.	Exhibits	35

	SIGNATURES	3837

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)



	June 30,		December 31,			March 31,		December 31,
	2021		2020			2022		2021
Assets
Current assets:
Cash and cash equivalents	$	107,252	$	101,355		$	118,495	$	126,270
Restricted cash		14,425		19,872	��		36,889		32,129
Accounts and notes receivable, current portion, less allowances of $11,235 and $11,724, respectively		31,093		29,985
Accounts and notes receivable, current portion, net of allowances							34,608		34,611
Income taxes receivable		2,417		1,222			1,750		1,754
Other current assets		13,343		13,938			18,873		16,010
Total current assets		168,530		166,372			210,615		210,774
Property and equipment, net of accumulated depreciation of $15,835 and $14,731, respectively		10,484		7,872
Property and equipment, net of accumulated depreciation							10,482		12,686
Operating lease right of use assets		36,758		38,878			34,042		36,523
Franchise agreements, net		64,495		72,196			138,914		143,832
Other intangible assets, net		26,415		29,969			34,405		32,530
Goodwill		176,061		175,835			269,837		269,115
Deferred tax assets, net		48,459		48,855			52,025		51,314
Income taxes receivable, net of current portion		1,980		1,980			754		1,803
Other assets, net of current portion		17,119		15,435			12,609		17,556
Total assets	$	550,301	$	557,392		$	763,683	$	776,133
Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	4,737	$	2,108		$	6,627	$	5,189
Accrued liabilities		63,740		68,571			86,169		96,768
Income taxes payable		1,643		9,579			2,054		2,546
Deferred revenue		24,936		25,282			24,271		27,178
Current portion of debt		2,350		2,428			4,600		4,600
Current portion of payable pursuant to tax receivable agreements		3,590		3,590			3,672		3,610
Operating lease liabilities		5,904		5,687			6,566		6,328
Total current liabilities		106,900		117,245			133,959		146,219
Debt, net of current portion		220,217		221,137			446,521		447,459
Payable pursuant to tax receivable agreements, net of current portion		29,974		29,974			26,856		26,893
Deferred tax liabilities, net		504		490			14,530		14,699
Deferred revenue, net of current portion		19,032		19,864			19,300		18,929
Operating lease liabilities, net of current portion		47,307		50,279			44,819		45,948
Other liabilities, net of current portion		5,648		5,722			7,907		6,919
Total liabilities		429,582		444,711			693,892		707,066
Commitments and contingencies
Stockholders' equity:
Class A common stock, par value $.0001 per share, 180,000,000 shares authorized; 18,719,665 and 18,390,691 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		2		2
Class B common stock, par value $.0001 per share, 1,000 shares authorized; 1 share issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		—		—
Class A common stock, par value $.0001 per share, 180,000,000 shares authorized; 19,172,544 and 18,806,194 shares issued and outstanding as of March 31, 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 March 31, 2022 and December 31, 2021, respectively							—		—
Additional paid-in capital		503,430		491,422			522,072		515,443
Retained earnings		22,289		25,139
Accumulated deficit							(12,808)		(7,821)
Accumulated other comprehensive income, net of tax		763		612			892		650
Total stockholders' equity attributable to RE/MAX Holdings, Inc.		526,484		517,175			510,158		508,274
Non-controlling interest		(405,765)		(404,494)			(440,367)		(439,207)
Total stockholders' equity		120,719		112,681			69,791		69,067
Total liabilities and stockholders' equity	$	550,301	$	557,392		$	763,683	$	776,133

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

RE/MAX HOLDINGS, INC.

Condensed Consolidated Statements of Income

(In thousands, except share and per share amounts)

(Unaudited)


									Three Months Ended
	Three Months Ended June 30,				Six Months Ended June 30,				March 31,
	2021		2020		2021		2020		2022		2021
Revenue:
Continuing franchise fees	$	26,955	$	16,738	$	52,329	$	40,881	$	33,499	$	25,374
Annual dues		8,869		8,745		17,541		17,666		8,920		8,672
Broker fees		17,453		10,426		29,406		19,870		15,085		11,953
Marketing Funds fees		18,042		11,765		36,187		29,287		22,851		18,145
Franchise sales and other revenue		5,927		4,533		14,078		14,775		10,649		8,151
Total revenue		77,246		52,207		149,541		122,479		91,004		72,295
Operating expenses:
Selling, operating and administrative expenses		38,816		25,348		82,492		60,025		47,831		43,676
Marketing Funds expenses		18,042		11,765		36,187		29,287		22,851		18,145
Depreciation and amortization		6,978		6,412		13,915		12,722		8,985		6,808
Settlement and impairment charges										3,735		—
Total operating expenses		63,836		43,525		132,594		102,034		83,402		68,629
Operating income		13,410		8,682		16,947		20,445
Operating income (loss)										7,602		3,666
Other expenses, net:
Interest expense		(2,124)		(2,187)		(4,222)		(4,869)		(3,651)		(2,098)
Interest income		19		34		182		303		19		163
Foreign currency transaction gains (losses)		(363)		101		(383)		(169)		180		(20)
Total other expenses, net		(2,468)		(2,052)		(4,423)		(4,735)		(3,452)		(1,955)
Income before provision for income taxes		10,942		6,630		12,524		15,710
Income (loss) before provision for income taxes										4,150		1,711
Provision for income taxes		(696)		(706)		(638)		(4,496)		(1,205)		52
Net income	$	10,246	$	5,924	$	11,886	$	11,214
Less: net income attributable to non-controlling interest		5,045		2,435		5,593		5,094
Net income attributable to RE/MAX Holdings, Inc.	$	5,201	$	3,489	$	6,293	$	6,120
Net income (loss)									$	2,945	$	1,763
Less: net income (loss) attributable to non-controlling interest										1,494		600
Net income (loss) attributable to RE/MAX Holdings, Inc.									$	1,451	$	1,163

Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock
Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock
Basic	$	0.28	$	0.19	$	0.34	$	0.34	$	0.08	$	0.06
Diluted	$	0.27	$	0.19	$	0.33	$	0.34	$	0.08	$	0.06
Weighted average shares of Class A common stock outstanding
Basic		18,719,477		18,123,963		18,608,005		18,049,114		18,934,424		18,496,532
Diluted		18,941,343		18,146,886		18,904,036		18,090,259		19,211,603		18,866,727
Cash dividends declared per share of Class A common stock	$	0.23	$	0.22	$	0.46	$	0.44	$	0.23	$	0.23

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

RE/MAX HOLDINGS, INC.

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended
	2021		2020		2021		2020		March 31,
Net income	$	10,246	$	5,924	$	11,886	$	11,214
									2022		2021
Net income (loss)									$	2,945	$	1,763
Change in cumulative translation adjustment		207		117		286		(113)		482		79
Other comprehensive income (loss), net of tax		207		117		286		(113)		482		79
Comprehensive income		10,453		6,041		12,172		11,101
Less: comprehensive income attributable to non-controlling interest		5,142		2,490		5,728		4,955
Comprehensive income attributable to RE/MAX Holdings, Inc., net of tax	$	5,311	$	3,551	$	6,444	$	6,146
Comprehensive income (loss)										3,427		1,842
Less: comprehensive income (loss) attributable to non-controlling interest										1,734		638
Comprehensive income (loss) attributable to RE/MAX Holdings, Inc., net of tax									$	1,693	$	1,204

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

RE/MAX HOLDINGS, INC.

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands, except share amounts)

(Unaudited)


											Accumulated other														Retained		Accumulated other
	Class A			Class B			Additional				comprehensive		Non-		Total		Class A			Class B			Additional		earnings		comprehensive		Non-		Total
	common stock			common stock			paid-in		Retained		income (loss),		controlling		stockholders'		common stock			common stock			paid-in		(accumulated		income (loss),		controlling		stockholders'
	Shares	Amount		Shares	Amount		capital		earnings		net of tax		interest		equity		Shares	Amount		Shares	Amount		capital		deficit)		net of tax		interest		equity
Balances, January 1, 2021	18,390,691	$	2	1	$	—	$	491,422	$	25,139	$	612	$	(404,494)	$	112,681
Net income	—		—	—		—		—		1,092		—		548		1,640
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	—		—	—		—		—		—		—		(2,889)		(2,889)	—		—	—		—		—		—		—		(2,894)		(2,894)
Equity-based compensation expense and dividend equivalents	459,330		—	—		—		12,679		(472)		—		—		12,207	587,283		—	—		—		12,215		(685)		—		—		11,530
Dividends to Class A common stockholders	—		—	—		—		—		(4,326)		—		—		(4,326)	—		—	—		—		—		(4,439)		—		—		(4,439)
Change in accumulated other comprehensive income	—		—	—		—		—		—		41		38		79
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	(130,773)		—	—		—		(5,291)		—		—		—		(5,291)	(175,048)		—	—		—		(5,586)		—		—		—		(5,586)
Balances, March 31, 2021	18,719,248		2	1		—		498,810		21,433		653		(406,797)		114,101
Net income	—		—	—		—		—		5,201		—		5,045		10,246
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	—		—	—		—		—		—		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	$	22,289	$	763	$	(405,765)	$	120,719
Balances, March 31, 2022																	19,172,544	$	2	1	$	—	$	522,072	$	(12,808)	$	892	$	(440,367)	$	69,791


											Accumulated other										��						Retained		Accumulated other
	Class A			Class B			Additional				comprehensive		Non-		Total		Class A			Class B					Additional		earnings		comprehensive		Non-		Total
	common stock			common stock			paid-in		Retained		income (loss),		controlling		stockholders'		common stock			common stock					paid-in		(accumulated		income (loss),		controlling		stockholders'
	Shares	Amount		Shares	Amount		capital		earnings		net of tax		interest		equity		Shares	Amount		Shares		Amount			capital		deficit)		net of tax		interest		equity
Balances, January 1, 2020	17,838,233	$	2	1	$	—	$	466,945	$	30,525	$	414	$	(399,510)	$	98,376
Net income	—		—	—		—		—		2,631		—		2,659		5,290
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	—		—	—		—		—		—		—		(2,777)		(2,777)	—		—	—			—			—		—		—		(2,889)		(2,889)
Equity-based compensation expense and dividend equivalents	368,375		—	—		—		5,962		(289)		—		—		5,673	459,330		—	—			—			12,679		(472)		—		—		12,207
Dividends to Class A common stockholders	—		—	—		—		—		(3,986)		—		—		(3,986)	—		—	—			—			—		(4,326)		—		—		(4,326)
Change in accumulated other comprehensive income	—		—	—		—		—		—		(36)		(194)		(230)
Change in accumulated other comprehensive income (loss)																	—		—	—			—			—		—		41		38		79
Payroll taxes related to net settled restricted stock units	(82,645)		—	—		—		(2,268)		—		—		—		(2,268)	(130,773)		—	—			—	��		(5,291)		—		—		—		(5,291)
Balances, March 31, 2020	18,123,963		2	1		—		470,639		28,881		378		(399,822)		100,078
Net income	—		—	—		—		—		3,489		—		2,435		5,924
Distributions to non-controlling unitholders	—		—	—		—		—		—		—		(2,789)		(2,789)
Equity-based compensation expense and dividend equivalents	—		—	—		—		2,812		—		—		—		2,812
Dividends to Class A common stockholders	—		—	—		—		—		(3,987)		—		—		(3,987)
Change in accumulated other comprehensive income	—		—	—		—		—		—		62		55		117
Payroll taxes related to net settled restricted stock units	—		—	—		—		—		—		—		—		—
Other	—		—	—		—		—		2		—		—		2
Balances, June 30, 2020	18,123,963	$	2	1	$	—	$	473,451	$	28,385	$	440	$	(400,121)	$	102,157
Balances, March 31, 2021																	18,719,248	$	2	1		$	—		$	498,810	$	21,993	$	653	$	(418,258)	$	103,200

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)

Six Months Ended June 30,

2021

2020
Cash flows from operating activities:

Net income

$
11,886

$
11,214
Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

13,915

12,722
Bad debt expense

261

3,860
Equity-based compensation expense

18,307

4,933
Deferred income tax expense

335

1,099
Fair value adjustments to contingent consideration

10

(355)
Non-cash lease expense (benefit)

(635)

—
Other, net

177

229
Changes in operating assets and liabilities

(13,917)

(17,379)
Net cash provided by operating activities

30,339

16,323
Cash flows from investing activities:

Purchases of property, equipment and capitalization of software

(7,551)

(3,102)
Net cash used in investing activities

(7,551)

(3,102)
Cash flows from financing activities:

Payments on debt

(1,253)

(1,322)
Distributions paid to non-controlling unitholders

(6,999)

(5,566)
Dividends and dividend equivalents paid to Class A common stockholders

(9,143)

(8,262)
Payments related to tax withholding for share-based compensation

(5,298)

(2,268)
Net cash used in financing activities

(22,693)

(17,418)
Effect of exchange rate changes on cash

355

(107)
Net increase (decrease) in cash, cash equivalents and restricted cash

450

(4,304)
Cash, cash equivalents and restricted cash, beginning of period

121,227

103,601
Cash, cash equivalents and restricted cash, end of period

$
121,677

$
99,297
Supplemental disclosures of cash flow information:

Cash paid for interest

$
3,955

$
4,608
Net cash paid for income taxes

$
9,792

$
1,682


	Three Months Ended
	March 31,
	2022		2021
Cash flows from operating activities:
Net income (loss)	$	2,945	$	1,763
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		8,985		6,808
Impairment charge - leased assets		3,735		—
Bad debt expense		170		287
Equity-based compensation expense		5,637		12,054
Deferred income tax expense (benefit)		20		(320)
Fair value adjustments to contingent consideration		285		(280)
Non-cash lease expense (benefit)		(368)		(284)
Other, net		267		87
Changes in operating assets and liabilities		(5,174)		717
Net cash provided by operating activities		16,502		20,832
Cash flows from investing activities:
Purchases of property, equipment and capitalization of software		(3,723)		(4,381)
Net cash used in investing activities		(3,723)		(4,381)
Cash flows from financing activities:
Payments on debt		(1,150)		(660)
Distributions paid to non-controlling unitholders		(2,894)		(2,889)
Dividends and dividend equivalents paid to Class A common stockholders		(5,124)		(4,798)
Payments related to tax withholding for share-based compensation		(5,586)		(5,291)
Common shares repurchased		(1,314)		—
Net cash used in financing activities		(16,068)		(13,638)
Effect of exchange rate changes on cash		274		92
Net (decrease) increase in cash, cash equivalents and restricted cash		(3,015)		2,905
Cash, cash equivalents and restricted cash, beginning of period		158,399		121,227
Cash, cash equivalents and restricted cash, end of period	$	155,384	$	124,132
Supplemental disclosures of cash flow information:
Cash paid for interest	$	3,433	$	1,970
Net cash paid for income taxes	$	1,542	$	926

See accompanying notes to unaudited condensed consolidated financial statements.

Table of Contents

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 ~~a franchisor~~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”). RE/MAX, founded in 1973, has nearly 140,000 agents operating in over 8,000 offices and a presence in more than 110 countries and territories. Motto, founded in 2016, is the first nationally franchised mortgage brokerage in the U.S.

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 NA” or “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, ~~2020,~~2021, 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 ~~June 30, 2021~~March 31, 2022 and the results of its operations and comprehensive income, cash flows and changes in its stockholders’ equity for the three ~~and six~~ months ended ~~June 30, 2021~~2022 and ~~2020.~~2021. 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, ~~2020~~2021 (“~~2020~~2021 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 4 operating segments: Real Estate, Mortgage, Marketing Funds and ~~booj.~~Other. Due to quantitative insignificance, the ~~booj~~“Other” operating segment ~~does~~is comprised of operations which do not meet the criteria of a reportable ~~segment and is included in “Other”.~~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.

●

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

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●

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 offices.

●

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

~~Annual Dues~~Deferred Revenue and Commissions Related to Franchise Sales

~~The activity~~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 ~~Company’s~~Consolidated Balance Sheets. Other deferred revenue ~~for annual dues~~is primarily related to event-based revenue. The activity consists of the following (in thousands):


	Balance at beginning of period		New billings		Revenue recognized ^(a)		Balance at end of period		Balance at				Revenue		Balance at
Six Months Ended June 30, 2021	$	14,539	$	18,808	$	(17,541)	$	15,806
									January 1, 2022		New billings		recognized ^(a)		March 31, 2022
Franchise sales									$	26,043	$	2,685	$	(2,141)	$	26,587
Annual dues										15,020		10,053		(8,920)		16,153
Other										5,044		4,219		(8,432)		831
									$	46,107	$	16,957	$	(19,493)	$	43,571

(a)	Revenue recognized related to the beginning balance ~~was $10.6~~for Franchise sales and Annual dues were $2.1 million and $6.7 million, respectively, for the ~~six~~three months ended ~~June 30, 2021, respectively.~~March 31, 2022.

~~Franchise Sales~~

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

Balance at
beginning of period

New billings

Revenue recognized ^(a)

Balance at end
of period
Six Months Ended June 30, 2021

$
25,069

$
4,127

$
(4,541)

$
24,655

~~(a)~~

~~Revenue recognized related to the beginning balance was $4.2 million for the six months ended June 30, 2021, respectively.~~

~~Commissions Related to Franchise Sales~~

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


	Balance at beginning of period		Expense recognized		Additions to contract cost for new activity		Balance at end of period				Additions to
Six Months Ended June 30, 2021	$	3,690	$	(714)	$	638	$	3,614
									Balance at		contract cost		Expense		Balance at
									January 1, 2022		for new activity		recognized		March 31, 2022
Three Months Ended March 31, 2022									$	4,010	$	437	$	(501)	$	3,946

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Disaggregated Revenue

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


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2021		2020		2021		2020		2022		2021
U.S. Company-Owned Regions(a)	$	37,613	$	25,511	$	70,159	$	56,089	$	39,154	$	32,546
U.S. Independent Regions(a)		3,730		3,167		7,018		6,163		1,701		3,288
Canada Company-Owned Regions(a)		4,800		2,459		8,354		5,540		10,475		3,554
Canada Independent Regions(a)		2,364		2,033		4,569		4,072		703		2,205
Global		2,854		1,796		5,495		4,344		3,092		2,641
Fee revenue ^(a)(b)		51,361		34,966		95,595		76,208		55,125		44,234
Franchise sales and other revenue ^(b)(c)		4,930		3,405		11,850		12,068		9,612		6,920
Total Real Estate		56,291		38,371		107,445		88,276		64,737		51,154
U.S.(a)		16,359		10,596		32,541		26,247		17,559		16,182
Canada(a)		1,424		1,015		3,161		2,670		5,013		1,737
Global		259		154		485		370		279		226
Total Marketing Funds ^(c)		18,042		11,765		36,187		29,287		22,851		18,145
Mortgage ^(d)		2,410		1,070		4,733		2,528		3,028		2,323
Other ^(d)		503		1,001		1,176		2,388		388		673
Total	$	77,246	$	52,207	$	149,541	$	122,479	$	91,004	$	72,295

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

(b)	Fee revenue includes Continuing franchise fees, Annual dues and Broker fees. ~~Amounts for the three months ended June 30, 2020 are heavily impacted by temporary COVID-19 waivers.~~

~~(b)~~(c)

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

~~(c)~~

~~Amounts for the three months ended June 30, 2020 are heavily impacted by temporary COVID-19 waivers.~~

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

Transaction Price Allocated to the Remaining Performance Obligations

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


	Remainder of 2021		2022		2023		2024		2025		2026		Thereafter		Total		Remainder of 2022		2023		2024		2025		2026		2027		Thereafter		Total
Annual dues	$	12,305	$	3,501	$	—	$	—	$	—	$	—	$	—	$	15,806	$	15,370	$	783	$	—	$	—	$	—	$	—	$	—	$	16,153
Franchise sales		3,576		6,223		4,868		3,640		2,365		1,208		2,775		24,655		5,510		6,183		4,994		3,737		2,331		1,184		2,648		26,587
Total	$	15,881	$	9,724	$	4,868	$	3,640	$	2,365	$	1,208	$	2,775	$	40,461	$	20,880	$	6,966	$	4,994	$	3,737	$	2,331	$	1,184	$	2,648	$	42,740

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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):


	June 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Cash and cash equivalents	$	107,252	$	101,355	$	118,495	$	126,270
Restricted cash		14,425		19,872		36,889		32,129
Total cash, cash equivalents and restricted cash	$	121,677	$	121,227	$	155,384	$	158,399

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Services Provided to the Marketing Funds by Real Estate

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

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


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended
	2021		2020		2021		2020		March 31,
Technology - operating	$	3,233	$	3,722	$	6,833	$	6,693
Technology - capital		224		116		404		760
									2022		2021
Technology − operating									$	4,224	$	3,600
Technology − capital										631		180
Marketing staff and administrative services		1,189		983		2,307		2,211		1,541		1,118
Total	$	4,646	$	4,821	$	9,544	$	9,664	$	6,396	$	4,898

Accounts and Notes Receivable

As of March 31, 2022, and December 31, 2021, the Company had allowances against accounts and notes receivable of $8.9 million and $9.6 million, respectively.

Property and Equipment

As of March 31, 2022, and December 31, 2021, the Company had accumulated depreciation of $10.1 million and $9.4 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 0 leases recognized for any offices used by the Company’s franchisees. All the Company’s material leases are classified as operating leases.

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

During the first quarter of 2022, the Company subleased a portion of its corporate headquarters. As a result, the Company performed an impairment test on the portion 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 an impairment charge of $3.7 million, which reflects the excess of the ROU asset carrying value over its fair value.

Foreign Currency Derivatives

The Company ~~has made~~is exposed to foreign currency transaction gains and losses related to certain foreign currency denominated asset and liability positions, with the Canadian dollar representing the most significant exposure primarily from an intercompany Canadian loan between RMCO and the new Canadian entity for INTEGRA. The Company uses short duration foreign currency forward contracts, generally with maturities ranging from a few days to a few months, to minimize its exposures related to foreign currency exchange rate fluctuations. None of these contracts are designated as accounting ~~policy election not to recognize right-of-use assets and lease liabilities that arise from any~~hedges as the underlying currency positions are revalued through Foreign currency transaction gains (losses) along with the related derivative contracts.

As of ~~its short-term leases. All leases with a term of 12 months or less at commencement, for which~~March 31, 2022, the Company ~~is not reasonably certain~~had an aggregate U.S. dollar equivalent of $59.3 million notional amount of Canadian dollar forward contracts to ~~exercise available renewal options that would extend the lease term past 12 months, are recognized on a straight-line basis over the lease term.~~hedge these exposures.

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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 relief is temporary and only available until December 31, 2022, when the reference rate replacement activity is expected to have completed. 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

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does it believe it has any material contracts tied to LIBOR other than its Senior Secured Credit Facility, as discussed in Note 8, Debt. ~~In addition, see Note 14,~~ ~~Subsequent Event~~~~, for information related to the amended and restated Senior Secured Credit Facility which has provisions for transition to an alternative rate.~~ 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 the sole managing member of RMCO and operates and controls all the business affairs of RMCO. The ownership of the common units in RMCO is summarized as follows:


	March 31, 2022			December 31, 2021
	Shares	Ownership %		Shares	Ownership %
Non-controlling interest ownership of common units in RMCO	12,559,600	39.6	%	12,559,600	40.0	%
Holdings outstanding Class A common stock (equal to Holdings common units in RMCO)	19,172,544	60.4	%	18,806,194	60.0	%
Total common units in RMCO	31,732,144	100.0	%	31,365,794	100.0	%

The weighted average ownership 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 for the periods indicated is detailed as follows (in thousands, except percentages):


	Three Months Ended March 31,
	2022									2021
				Non-									Non-
				controlling									controlling
	Holdings			interest			Total			Holdings			interest			Total
Weighted average ownership percentage of RMCO^(a)		60.1	%		39.9	%		100.0	%		59.6	%		40.4	%		100.0	%
Income (loss) before provision for income taxes^(a)	$	2,485		$	1,665		$	4,150		$	1,019		$	692		$	1,711
(Provision) / benefit for income taxes^(b)(c)(d)		(1,034)			(171)			(1,205)			144			(92)			52
Net income (loss)	$	1,451		$	1,494		$	2,945		$	1,163		$	600		$	1,763

(a)	The weighted average ownership 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.

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(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 acquisition of INTEGRA, RMCO now also owns 2 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):



	Three Months Ended March 31,
	2022		2021
Tax and other distributions	$	5	$	—
Dividend distributions		2,889		2,889
Total distributions to non-controlling unitholders	$	2,894	$	2,889

4. Earnings Per Share, Dividends and Repurchases

Earnings Per Share

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


	Three Months Ended March 31,
	2022		2021
Numerator
Net income (loss) attributable to RE/MAX Holdings, Inc.	$	1,451	$	1,163
Denominator for basic net income (loss) per share of Class A common stock
Weighted average shares of Class A common stock outstanding		18,934,424		18,496,532
Denominator for diluted net income (loss) per share of Class A common stock
Weighted average shares of Class A common stock outstanding		18,934,424		18,496,532
Add dilutive effect of the following:
Restricted stock		277,179		370,195
Weighted average shares of Class A common stock outstanding, diluted		19,211,603		18,866,727
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	$	0.08	$	0.06
Net income (loss) attributable to RE/MAX Holdings, Inc. per share of Class A common stock, diluted	$	0.08	$	0.06

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.

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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):


	Three Months Ended March 31,
	2022							2021
Quarter end declared	Date paid	Per share		Amount paid to Class A stockholders		Amount paid to Non-controlling unitholders		Date paid	Per share		Amount paid to Class A stockholders		Amount paid to Non-controlling unitholders
March 31	March 16, 2022	$	0.23	$	4,439	$	2,889	March 17, 2021	$	0.23	$	4,326	$	2,889
		$	0.23	$	4,439	$	2,889		$	0.23	$	4,326	$	2,889

On April 27, 2022, the Company’s Board of Directors declared a quarterly dividend of $0.23 per share on all outstanding shares of Class A common stock, which was payable on May 25, 2022 to stockholders of record at the close of business on May 11, 2022.

Share Repurchases and Retirement

The Company’s Board of Directors has authorized a common stock repurchase program of up to $100 million. During the three months ended March 31, 2022, 45,885 shares of the Company’s Class A common stock were repurchased and retired for $1.3 million excluding commissions, at an average cost of $28.63. These amounts represent shares authorized by the Board of Directors for repurchase under publicly announced authorizations. As of March 31, 2022, $98.7 million remained available under the share repurchase program approved by the Company’s Board of Directors.

5. 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 5 Canadian provinces (New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, and Prince Edward Island) and 9 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.

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The following table summarizes the preliminary allocation of the purchase price (net of settlement loss) to the fair value of assets acquired and liabilities assumed for the 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		1,930
Goodwill ^(b)		108,909
Accounts payable		(3,461)
Accrued liabilities		(14,045)
Income taxes payable		(2,882)
Deferred revenue		(824)
Deferred tax liabilities, net		(16,544)
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 12 years and the non-compete agreements included in Other intangible assets, net over a useful life of 5 years using the straight-line method.

(b)	The Company expects 50% of the goodwill in Canada but NaN in the U.S. to be deductible for tax purposes.

The amounts above are preliminary as the Company has not yet finalized its evaluation of tax matters including deferred taxes and uncertain tax positions.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information reflects the consolidated results of operations of the Company as if the acquisitions of 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
	March 31, 2021
Total revenue	$	84,221
Net income (loss) attributable to RE/MAX Holdings, Inc.	$	1,472

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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:~~

June 30, 2021

December 31, 2020

Shares

Ownership %

Shares

Ownership %

Non-controlling interest ownership of common units in RMCO

12,559,600

40.2
%
12,559,600

40.6
%
Holdings outstanding Class A common stock (equal to Holdings common units in RMCO)

18,719,665

59.8
%
18,390,691

59.4
%
Total common units in RMCO

31,279,265

100.0
%
30,950,291

100.0
%

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

Three Months Ended June 30,

2021

2020

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
%

59.1
%

40.9
%

100.0
%
Income before provision for income taxes(a)
$
6,531

$
4,411

$
10,942

$
3,895

$
2,735

$
6,630

(Provision) / benefit for income taxes(b)(c)

(1,330)

634

(696)

(406)

(300)

(706)

Net income
$
5,201

$
5,045

$
10,246

$
3,489

$
2,435

$
5,924

Six Months Ended June 30,

2021

2020

RE/MAX
Holdings,
Inc.

Non-controlling
interest

Total

RE/MAX
Holdings,
Inc.

Non-controlling
interest

Total

Weighted average ownership percentage of RMCO(a)

59.7
%

40.3
%

100.0
%

59.0
%

41.0
%

100.0
%
Income before provision for income taxes(a)
$
7,473

$
5,051

$
12,524

$
9,447

$
6,263

$
15,710

(Provision) / benefit for income taxes(b)(c)

(1,180)

542

(638)

(3,327)

(1,169)

(4,496)

Net income
$
6,293

$
5,593

$
11,886

$
6,120

$
5,094

$
11,214

~~(a)~~

The weighted average ownership percentage of RMCO differs from the allocation of income before provision for income taxes between RE/MAX Holdings and the non-controlling interest due to certain relatively insignificant items recorded at RE/MAX Holdings.

~~(b)~~

~~(c)~~

The provision for income taxes attributable to the non-controlling interest represents its share of taxes related primarily to tax liabilities in certain foreign jurisdictions directly incurred by RMCO and its 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. Amounts shown for the three and six months ended June 30, 2021 include a reversal of an uncertain tax position, the majority of which was allocated to the non-controlling interest (see Note 10 for additional information).

~~Table of Contents~~

~~Distributions and Other Payments to Non-controlling Unitholders~~

Six Months Ended June 30,

2021

2020
Tax and other distributions
$
1,221

$
40
Dividend distributions

5,778

5,526
Total distributions to non-controlling unitholders
$
6,999

$
5,566

~~4. Earnings Per Share and Dividends~~

~~Earnings Per Share~~

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

Three Months Ended June 30,

Six Months Ended June 30,

2021

2020

2021

2020
Numerator

Net income attributable to RE/MAX Holdings, Inc.

$
5,201

$
3,489

$
6,293

$
6,120
Denominator for basic net income per share of
Class A common stock

Weighted average shares of Class A common stock outstanding

18,719,477

18,123,963

18,608,005

18,049,114
Denominator for diluted net income per share of
Class A common stock

Weighted average shares of Class A common stock outstanding

18,719,477

18,123,963

18,608,005

18,049,114
Add dilutive effect of the following:

Restricted stock

221,866

22,923

296,031

41,145
Weighted average shares of Class A common stock outstanding, diluted

18,941,343

18,146,886

18,904,036

18,090,259
Earnings per share of Class A common stock

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

$
0.28

$
0.19

$
0.34

$
0.34
Net income attributable to RE/MAX Holdings, Inc. per share of Class A common stock, diluted

$
0.27

$
0.19

$
0.33

$
0.34

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 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):~~

Six Months Ended June 30,

2021

2020
Quarter end declared

Date paid

Per share

Amount paid to Class A
stockholders

Amount paid to Non-controlling
unitholders

Date paid

Per share

Amount paid to Class A
stockholders

Amount paid to Non-controlling
unitholders
March 31

March 17, 2021

$
0.23

$
4,326

$
2,889

March 18, 2020

$
0.22

$
3,986

$
2,763
June 30

June 2, 2021

0.23

4,345

2,889

June 2, 2020

0.22

3,987

2,763

$
0.46

$
8,671

$
5,778

$
0.44

$
7,973

$
5,526

On August 3, 2021, the Company’s Board of Directors declared a quarterly dividend of $0.23 per share on all outstanding shares of Class A common stock, which is payable on August 31, 2021 to stockholders of record at the close of business on August 17, 2021.

~~Table of Contents~~

~~5. Acquisitions~~

~~Gadberry & wemlo~~

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

On August 25, 2020, the Company acquired Wemlo, Inc. (“wemlo”) for $6.1 million in cash, net of cash acquired, and $3.3 million in Class A common stock, plus approximately $6.7 million of equity-based compensation, the vast majority of which was expensed in the first quarter of 2021 related to 2 employees who departed (see Note 11, ~~Equity-Based Compensation~~ ~~for additional information). Wemlo is a fintech company that has developed its cloud service for mortgage brokers, combining third-party loan processing services with an all-in-one digital platform.~~

The total purchase price for both aforementioned acquisitions was allocated to the assets and liabilities acquired based on their preliminary estimated fair values. The Company recorded $14.4 million in goodwill, virtually all of which is deductible for tax purposes, and $6.3 million in other intangibles as a result of these acquisitions.

6. 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 June 30, 2021						As of December 31, 2020						Average	As of March 31, 2022						As of December 31, 2021
	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	$	180,867	$	(116,372)	$	64,495	$	180,867	$	(108,671)	$	72,196	13.0	$	268,473	$	(129,559)	$	138,914	$	267,770	$	(123,938)	$	143,832
Other intangible assets:
Software^(a)	4.4	$	47,301	$	(24,327)	$	22,974	$	44,389	$	(18,926)	$	25,463	4.1	$	46,652	$	(25,012)	$	21,640	$	51,368	$	(29,682)	$	21,686
Trademarks	8.4		2,350		(1,406)		944		2,325		(1,274)		1,051	8.3		2,361		(1,601)		760		2,356		(1,533)		823
Non-compete agreements	5.1		3,920		(3,339)		581		3,920		(2,814)		1,106	4.3		13,274		(2,549)		10,725		13,100		(4,563)		8,537
Training materials	5.0		2,400		(1,360)		1,040		2,400		(1,120)		1,280	5.0		2,400		(1,720)		680		2,400		(1,600)		800
Other	5.3		1,670		(794)		876		1,670		(601)		1,069	6.6		870		(270)		600		1,670		(986)		684
Total other intangible assets	4.6	$	57,641	$	(31,226)	$	26,415	$	54,704	$	(24,735)	$	29,969	4.3	$	65,557	$	(31,152)	$	34,405	$	70,894	$	(38,364)	$	32,530

(a)

As of ~~June 30, 2021~~March 31, 2022, and December 31, ~~2020,~~2021, capitalized software development costs of ~~$2.2~~$2.8 million and ~~$1.4~~$1.9 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 ~~$6.5~~$8.4 million and ~~$6.0~~$6.4 million for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. ~~Amortization expense was $12.9 million and $11.8 million for the six months ended June 30, 2021 and 2020, respectively.~~

~~Table~~As of ~~Contents~~

~~The~~March 31, 2022, 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):


As of June 30, 2021
Remainder of 2021	$	13,005
2022		23,642
Remainder of 2022			$	25,914
2023		17,995		30,412
2024		14,615		25,398
2025		10,167		19,964
2026				14,603
Thereafter		11,486		57,028
	$	90,910	$	173,319

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

Real Estate

Mortgage

Total
Balance, January 1, 2021

$
157,202

$
18,633

$
175,835
Purchase price adjustments

133

—

133
Effect of changes in foreign currency exchange rates

93

—

93
Balance, June 30, 2021

$
157,428

$
18,633

$
176,061


	Real Estate		Mortgage		Total
Balance, January 1, 2022	$	250,482	$	18,633	$	269,115
Purchase price adjustments		(29)		—		(29)
Effect of changes in foreign currency exchange rates		751		—		751
Balance, March 31, 2022	$	251,204	$	18,633	$	269,837

7. Accrued Liabilities

Accrued liabilities consist of the following (in thousands):


	June 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Marketing Funds ^(a)	$	44,575	$	48,452	$	62,982	$	61,997
Accrued payroll and related employee costs		10,922		10,692		12,572		22,634
Accrued taxes		1,152		2,491		1,636		2,053
Accrued professional fees		2,939		1,806		2,461		3,660
Other		4,152		5,130		6,518		6,424
	$	63,740	$	68,571	$	86,169	$	96,768

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(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.

8. Debt

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


	June 30, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Senior Secured Credit Facility	$	223,838	$	225,013	$	456,550	$	457,700
Other long-term financing		—		78
Less unamortized debt issuance costs		(735)		(882)		(4,011)		(4,168)
Less unamortized debt discount costs		(536)		(644)		(1,418)		(1,473)
Less current portion		(2,350)		(2,428)		(4,600)		(4,600)
	$	220,217	$	221,137	$	446,521	$	447,459

~~Maturities~~As of March 31, 2022, maturities of debt are as follows (in thousands):


As of June 30, 2021
Remainder of 2021	$	1,175
2022		2,350	$	4,600
2023		220,313		4,600
2024				4,600
2025				4,600
2026				4,600
Thereafter				433,550
	$	223,838	$	456,550

~~Table of Contents~~

Senior Secured Credit Facility

~~As of June 30, 2021, the Senior Secured Credit Facility consisted of a $235.0 million term loan facility and a $10.0 million revolving loan facility. As of June 30,~~On July 21, 2021, the Company ~~had 0 revolving loans outstanding under~~amended and restated its Senior Secured Credit Facility to fund the acquisition of INTEGRA 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. The Senior Secured Credit Facility requires RE/MAX, LLC to repay term loans at $1.2 million per quarter.

Borrowings under the term loans and revolving loans 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%. As of March 31, 2022, the interest rate on the term loan facility was ~~3.5%~~3.0%. ~~See Note 14,~~ ~~Subsequent Event~~~~, for information related~~

A commitment fee of 0.5% per annum (subject to reductions) accrues on the ~~amended and restated Senior Secured Credit Facility.~~amount of unutilized revolving line of credit. As of the date of this report, 0 amounts were drawn on the revolving line of credit.

9. Fair Value Measurements

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that 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 ~~2020~~2021 Annual Report on Form 10-K.

Table of Contents

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


	As of June 30, 2021								As of December 31, 2020								As of March 31, 2022								As of December 31, 2021
	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(a)	$	5,000	$	—	$	—	$	5,000	$	4,750	$	—	$	—	$	4,750	$	4,800	$	—	$	—	$	4,800	$	4,530	$	—	$	—	$	4,530
Gadberry contingent consideration(a)		1,350		—		—		1,350		1,590		—		—		1,590		1,265		—		—		1,265		1,250		—		—		1,250
Contingent consideration ^(a)	$	6,350	$	—	$	—	$	6,350	$	6,340	$	—	$	—	$	6,340	$	6,065	$	—	$	—	$	6,065	$	5,780	$	—	$	—	$	5,780

(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 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 ~~70 and 80~~70-80 franchises sold annually. This assumption is based on historical sales and an assumption of growth over time. A 10% reduction in the number of franchise sales would decrease the liability by $0.2 million. A 1% change to the discount rate applied to the forecast changes the liability by approximately $0.1 million. ~~As of June 30, 2021, contingent consideration also includes an amount recognized in connection with the acquisition of Gadberry (see Note 6, Acquisitions, for more information on this acquisition).~~ The Company measures these liabilities each reporting period and recognizes changes in fair value, if any, in “Selling, operating and administrative expenses” in the accompanying Condensed Consolidated Statements of Income.

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


	Total		Total
Balance at January 1, 2021	$	6,340
Balance at January 1, 2022			$	5,780
Fair value adjustments		10		285
Balance at June 30, 2021	$	6,350
Balance at March 31, 2022			$	6,065

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


	June 30, 2021				December 31, 2020				March 31, 2022				December 31, 2021
	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	$	222,567	$	223,278	$	223,487	$	223,887	$	451,121	$	447,419	$	452,059	$	454,267

~~Table of Contents~~

10. Income Taxes

The “Provision for income taxes” in the accompanying Condensed Consolidated Statements of Income is based on an estimate of the Company’s annualized effective income tax rate.

Uncertain Tax Positions

~~The company has recognized~~During 2021, the Company settled uncertain tax ~~position liabilities and~~positions related ~~tax expense for~~to certain foreign tax matters ~~along with a receivable for amounts of such foreign taxes expected~~that were accrued in prior years. The Company also recognized additional uncertain tax positions related to ~~be creditable in the U.S.~~acquired corporations. While the Company believes the liabilities recognized for uncertain tax positions are adequate to cover ~~reasonable~~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. Interest and penalties are accrued on ~~the~~ uncertain tax positions and included in the “Provision for income taxes” in the accompanying Consolidated Statements of ~~Income.~~Income (Loss).

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

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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.

~~During~~ Interest and penalties are accrued on the ~~quarter ending June 30, 2021, an uncertain position was settled with a taxing authority for foreign tax matters described above.~~

~~Based upon the above settlement of this~~ uncertain tax position, the Company adjusted its liability to reflect the amounts ultimately paid during the three months ended June 30, 2021. This resulted in a reduction to income tax expense of $1.4 million (including interestpositions and ~~penalties)~~included in the ~~Condensed~~“Provision for income taxes” in the accompanying Consolidated Statements of ~~Income for the three months ended June 30, 2021.~~

Income. A reconciliation of the beginning and ending amount, excluding interest and penalties is as follows:


	As of June 30,				As of March 31,
	2021		2020		2022		2021
Balance, January 1	$	5,300	$	4,810	$	1,587	$	5,300
Increases related to prior period tax positions		96		230		0		96
Decrease related to prior year tax positions		(815)		—
Settlements		(3,776)		—
Foreign currency transaction gains/losses		380		—
Balance, June 30	$	1,185	$	5,040
Balance, March 31					$	1,587	$	5,396

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

11. Equity-Based Compensation

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


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended
	2021		2020		2021		2020		March 31,
Expense from time-based awards^(a)(b)	$	3,744	$	2,358	$	13,565	$	4,495
Expense from performance-based awards^(a)(c)		871		389		1,667		470
Expense from bonus to be settled in shares^(d)		1,638		—		3,075		—
Equity-based compensation capitalized		—		—		—		(32)
									2022		2021
Expense from time-based awards^(a)									$	3,848	$	9,821
Expense from performance-based awards^(b)										90		796
Expense from bonus to be settled in shares^(c)										1,699		1,437
Equity-based compensation expense	$	6,253	$	2,747	$	18,307	$	4,933	$	5,637	$	12,054

(a)

~~Includes awards granted to booj, First Leads, Inc. (“First”), wemlo and Gadberry employees and former owners at the time of acquisition.~~

~~Table of Contents~~

~~(b)~~

During the ~~six~~three months ended ~~June 30,~~March 31, 2021,the Company recognized $5.5 million of expense ~~as a result of the~~upon acceleration of ~~significant~~certain grants that were issued to 2 employees of an acquired company who departed during the first quarter of 2021.

~~(c)~~(b)

Expense recognized for performance-based awards is re-assessed each quarter based on expectations of achievement against the performance conditions. During the three months ended March 31, 2022, the Company had a significant amount of forfeitures related to the former CEO awards that will no longer vest.

~~(d)~~(c)

A portion of the annual corporate bonus earned that 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

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, 2021	1,018,008	$	36.74
Balance, January 1, 2022				765,813	$	36.84
Granted	243,879	$	41.62	362,457	$	29.64
Shares vested (including tax withholding) ^(a)	(410,418)	$	38.42	(290,628)	$	38.66
Forfeited	(14,457)	$	38.06	(25,788)	$	37.19
Balance, June 30, 2021	837,012	$	37.32
Balance, March 31, 2022				811,854	$	32.96

(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 ~~June 30, 2021,~~March 31, 2022, there was ~~$21.2~~$19.9 million of total unrecognized expense. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of ~~1.7~~1.9 years.

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Performance-based Restricted Stock

As discussed in more detail in the Company’s Annual Report on Form 10-K, the Company has historically issued performance-based restricted stock awards (PSUs) that contained revenue performance targets and relative total shareholder return (rTSR) targets, both measured over a 3-year performance period. In 2021, the Company changed the structure of its PSUs by issuing awards with only a revenue target and eliminated the rTSR component. Additionally, the revenue target is being measured over 3 distinct 1-year performance periods, with the target determined near the beginning of each performance period. As a result, the target for 2021 has been determined but will be determined subsequently for 2022 and 2023. These awards cliff-vest at the end of a 3-year period, although the amount of shares that may be earned is fixed after each 1-year performance period ends and performance against target for that period is measured. As with prior revenue performance awards, the Company’s expense will be adjusted based on the estimated achievement of revenue versus each target. Because the performance targets for the 1-year periods in 2022 and 2023 have not yet been determined, they do not yet have a grant date under GAAP and are therefore excluded from the table below.

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, 2021	281,735	$	32.34
Balance, January 1, 2022				241,821	$	31.02
Granted^(a)	55,323	$	41.71	157,739	$	29.97
Shares vested (including tax withholding) ^(b)				(30,893)	$	29.86
Forfeited	(2,573)	$	28.29	(48,225)	$	31.67
Balance, June 30, 2021	334,485	$	33.92
Balance, March 31, 2022				320,442	$	30.52

(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 ~~June 30, 2021,~~March 31, 2022, there was ~~$5.2~~$7.7 million of total unrecognized expense. This compensation expense is expected to be recognized over the weighted-average remaining vesting period of ~~1.8~~1.9 years.

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12. Commitments and Contingencies

A number of putative class action complaints are pending against the National Association of Realtors (“NAR”), Realogy Holdings Corp., HomeServices of America, Inc., RE/MAX, LLC and Keller Williams Realty, Inc. 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 second was filed in the same court on April 15, 2019, by plaintiff Sawbill Strategic, Inc. These two actions have now been consolidated~~Illinois (the “Moehrl Action”). Similar actions have been filed in various federal courts: a) by Joshua Sitzer and other plaintiffs in the Western District of Missouri (the “Sitzer Action”); b) by Mark Rubenstein and Jeffery Nolan in the District of Connecticut (the “Rubenstein Action”); c) by plaintiffs Gary Bauman, Mary Jane Bauman, and Jennifer Nosalek in the District of Massachusetts (the “Bauman Action”); and d) by plaintiff Judah Leeder in the Northern District of Illinois (the “Leeder Action”).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.” In the Moehrl Action, the plaintiffs allege that a NAR rule requires brokers to make a blanket, non-negotiable offer of buyer broker compensation when listing a property, resulting in inflated costs to sellers in violation of federal antitrust law. They further allege that certain defendants use their agreements with franchisees to require adherence to the NAR rule in violation of federal antitrust law. Amended complaints added allegations regarding buyer steering and non-disclosure of buyer-broker compensation to the buyer. While similar to the Moehrl Action, ~~various other lawsuits: allege~~the Moehrl-related suits also allege: state antitrust violations; unjust enrichment; harm to home buyers rather than sellers; violations of the Missouri Merchandising Practices ~~Act (the Sitzer Action); include~~Act; and claims against a multiple listing service (MLS) defendant ~~(the Bauman Action); allege state antitrust violations (the Sitzer Action and Bauman Action); allege harm to home buyers~~ rather than ~~sellers (the Rubenstein Action and Leeder Action); allege unjust enrichment (the Leeder Action); and/or allege violations~~NAR. In one of the ~~Racketeer Influenced~~Moehrl-related suits, filed by plaintiffs Scott and ~~Corrupt Organizations Act (RICO) rather than antitrust law (the Rubenstein Action).~~Rhonda Burnett and others in the Western District of Missouri, the court on April 22, 2022 granted plaintiffs’ motion for class certification. The Company intends to pursue an interlocutory appeal of the decision on class certification, but there is no assurance such appeal will be granted or result in a stay of the proceedings. Among other requested relief, plaintiffs seek damages against the defendants and injunctive relief. ~~In July 2021, the court granted RE/MAX, LLC’s motion to dismiss the Rubenstein Action and ordered the case dismissed with prejudice.~~ The Company intends to vigorously defend against all ~~remaining~~ claims. The Company may become involved in additional litigation or other legal proceedings concerning the same or similar claims. We are unable to predict whether resolution of these matters would have a material effect on our financial position or results of operations.

On April 9, 2021, a putative class action claim was filed in 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 ~~14,~~ ~~Subsequent Event~~,6, Acquisitions, for additional information), Century 21 Canada Limited Partnership, ~~Brookfield Asset Management Inc.,~~ Royal Lepage Real Estate Services Ltd., Homelife Realty Services Inc., Right At Home Realty Inc., Forest Hill Real Estate Inc., Harvey Kalles Real Estate Ltd., Sotheby's International Realty Canada, Chestnut Park Real Estate Limited, Sutton Group Realty Services Ltd. and ~~IPRO Realty Ltd.~~many other real estate companies by the putative representative plaintiff, Mark Sunderland (the “Plaintiff”). The Plaintiff alleges that the Defendants and their co-conspirators conspired, agreed or arranged with each other to fix, maintain, increase, control, raise, or stabilize the rate of 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 respect of the purchase and sale of properties listed on the Toronto MLS; and violation of Part VI of the Competition Act, R.S.C. 1985, c. C-34 (“Competition Act”). On February 24, 2022, plaintiff filed a Fresh as Amended Statement of Claim. With respect RE/MAX OA, the amended claim alleges 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, Plaintiff seeks damages against the defendants and injunctive relief. RE/MAX OA denies the allegations in the claim and intends to vigorously defend the action.

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13. Segment Information

The Company operates under the following 4 operating segments: Real Estate, Mortgage, Marketing Funds and ~~booj. Due to quantitative insignificance, the booj operating segment does not meet the criteria of a reportable segment and is included in “Other”.~~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 ~~2020~~2021 Annual Report on Form 10-K.

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


									Three Months Ended
	Three Months Ended June 30,				Six Months Ended June 30,				March 31,
	2021		2020		2021		2020		2022		2021
Continuing franchise fees	$	25,039	$	15,795	$	48,648	$	38,672	$	31,120	$	23,609
Annual dues		8,869		8,745		17,541		17,666		8,920		8,672
Broker fees		17,453		10,426		29,406		19,870		15,085		11,953
Franchise sales and other revenue		4,930		3,405		11,850		12,068		9,612		6,920
Total Real Estate		56,291		38,371		107,445		88,276		64,737		51,154
Continuing franchise fees		1,916		943		3,681		2,209		2,379		1,765
Franchise sales and other revenue		494		127		1,052		319		649		558
Total Mortgage		2,410		1,070		4,733		2,528		3,028		2,323
Marketing Funds fees		18,042		11,765		36,187		29,287		22,851		18,145
Other		503		1,001		1,176		2,388		388		673
Total revenue	$	77,246	$	52,207	$	149,541	$	122,479	$	91,004	$	72,295

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


									Three Months Ended
	Three Months Ended June 30,				Six Months Ended June 30,				March 31,
	2021		2020		2021		2020		2022		2021
Adjusted EBITDA: Real Estate	$	31,302	$	19,318	$	55,722	$	40,049	$	30,116	$	24,420
Adjusted EBITDA: Mortgage		(733)		(741)		(1,883)		(1,319)		(2,173)		(1,150)
Adjusted EBITDA: Other		(72)		332		(182)		(282)		(26)		(110)
Adjusted EBITDA: Consolidated		30,497		18,909		53,657		38,448		27,917		23,160
Gain (loss) on sale or disposition of assets, net		(1)		11		10		22
Impairment charge - leased assets ^(a)										(3,735)		—
Equity-based compensation expense		(6,253)		(2,747)		(18,307)		(4,933)		(5,637)		(12,054)
Acquisition-related expense ^(a)		(3,928)		(328)		(4,871)		(894)
Gain on reduction in tax receivable agreement liability		—		(500)		—		—
Acquisition-related expense ^(b)										(1,257)		(943)
Fair value adjustments to contingent consideration ^(b)(c)		(290)		(150)		(10)		355		(285)		280
Other										(236)		11
Interest income		19		34		182		303		19		163
Interest expense		(2,124)		(2,187)		(4,222)		(4,869)		(3,651)		(2,098)
Depreciation and amortization		(6,978)		(6,412)		(13,915)		(12,722)		(8,985)		(6,808)
Income before provision for income taxes	$	10,942	$	6,630	$	12,524	$	15,710

Income (loss) before provision for income taxes									$	4,150	$	1,711

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

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

~~(b)~~(c)

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

~~14. Subsequent Event~~

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

On July 21, 2021, the Company acquired the operating companies of the North America regions of RE/MAX INTEGRA (“INTEGRA NA”), whose territories cover 5 Canadian provinces (New Brunswick, Newfoundland and Labrador, Nova Scotia, Ontario, and Prince Edward Island) and 9 U.S. states (Connecticut, Indiana, Maine, Massachusetts, Minnesota, New Hampshire, Rhode Island, Vermont and Wisconsin) for cash consideration of approximately $235 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 nearly 19,000 agents (approximately 12,000 in Canada and 7,000 in the U.S.).

The initial accounting for the business combination is incomplete at the time of this filing. As a result, the Company is unable to provide the amounts recognized for the major classes of assets acquired and the pro forma revenues for the

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~~combined entity. This information will be included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.~~

~~Senior Secured Credit Facility Refinancing~~

On July 21, 2021, RE/MAX, LLC amended and restated its Senior Secured Credit Facility to fund the acquisition of INTEGRA NA and refinance its existing facility. The revised facility provides for a seven-year, $460 million term loan facility and a five-year $50 million revolving loan facility. No ~~amounts were drawn on the revolving loan facility as of the date of this report. The term loan bears interest at LIBOR (subject to a floor of 0.50%) plus 2.50%, but also contains transition provisions to move to an alternative reference rate when LIBOR is eliminated in June 2023.~~

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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, ~~2020~~2021 (“~~2020~~2021 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; the impact of the global coronavirus (“COVID-19”) pandemic on our results of operations, financial condition, liquidity and business, including agent count, revenues, expenses, operations, goodwill, income taxes and allowance for doubtful accounts; support that we offered to our franchisees, its effectiveness, and the implication of this support (or future support) to our revenue; our business ~~model, revenue streams,~~model; cost ~~structure,~~structure; balance ~~sheet, and financial flexibility; management of expenses and capital expenditures in response to the impacts of the COVID-19 pandemic, including the amounts and timing of anticipated reductions;~~sheet; revenue; operating expenses; financial outlook; return of capital, including dividends and our ~~plans regarding dividends;~~share repurchase program; non-GAAP financial measures; housing and mortgage market condition and trends; economic and demographic trends; competition; the anticipated benefits our technology initiatives; our anticipated sources and uses of liquidity including for potential acquisitions; capital expenditures; future litigation expenses relating to the Moehrl-related suits; our strategic and operating plans and business models including our ~~plans~~efforts to ~~re-invest in~~accelerate the growth of our ~~business;~~businesses; and the expected impact of acquisitions.

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily accurately indicate the times at which such performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materiality from those expressed in or suggested by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified herein, and those discussed in the section titled “Risk Factors,” set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Part I, Item 1A of our ~~2020~~2021 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 our franchise networks. We organize our business based on the services we provide in Real Estate, Mortgage and our collective franchise marketing operations, known as the Marketing Funds. 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 cost of developing their brokerages. As a result, we maintain a low fixed-cost structure which, combined with our recurring fee-based ~~models,~~model, enables us to capitalize on the economic benefits of the franchising model, yielding high margins and significant cash flow.

On July 21, 2021, we acquired the operating companies of the North America regions of RE/MAX INTEGRA (“INTEGRA NA”), 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 million. We acquired these companies in order to convert these formerly Independent Regions into Company-Owned Regions, advance our ability to scale, deliver value to our affiliates and recapture the value differential of nearly 19,000 agents (approximately 12,000 in Canada and 7,000 in the U.S.).

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~~For a detailed discussion of the impacts of COVID-19 on our results in 2020, please see our Quarterly Report on Form 10-Q for the three and six months ended June 30, 2020.~~

Financial and Operational Highlights – Three Months Ended ~~June 30, 2021~~March 31, 2022

(Compared to the three months ended ~~June 30, 2020,~~March 31, 2021, unless otherwise noted)

●

Total revenue of $91.0 million, an increase of 25.9% from the prior year.

●

Revenue excluding the Marketing Funds ^(a) increased to $68.2 million or 25.9%, which was comprised of 10.5% organic growth, 15.1% growth attributable to acquisitions and 0.3% growth from foreign currency movements ^(b).

●

Net income (loss) attributable to RE/MAX Holdings, Inc. increased to $1.5 million

●

Adjusted EBITDA of $27.9 million and Adjusted EBITDA margin of 30.7% compared to Adjusted EBITDA of $23.2 million and Adjusted EBITDA margin of 32.0% from the prior year.

●

Total agent count ~~grew~~increased by ~~6.3%~~1.6% to ~~140,201~~142,405 agents.

●

U.S. and Canada combined agent count increased ~~3.0%~~0.5% to ~~85,494~~85,160 agents.

●

Total open Motto Mortgage offices increased ~~29.1%~~27.3% to ~~164~~191 offices.


●	(a) Revenue excluding the Marketing Funds is a non-GAAP measure of ~~$77.2 million, an increase of 48.0%~~financial performance that differs from the ~~prior year.~~

●

~~Net income~~U.S. Generally Accepted Accounting Principles. Revenue excluding the Marketing Funds is calculated directly from our 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 ~~RE/MAX Holdings, Inc. increased 49.1%~~acquisitions, and foreign currency movements. We define revenue from acquisitions as the incremental revenue generated from the date of an acquisition to ~~$5.2 million.~~

●

~~Adjusted EBITDA grew 61.3%~~its first anniversary (excluding Marketing Funds revenue related to ~~$30.5 million compared to $18.9 million in the prior year.~~

●

~~Adjusted EBITDA margin grew to 39.5% from 36.2% in the prior year.~~

●

~~Cash flow from operations of $30.3 million in the six months ended, an increase of 85.9% compared to the prior year.~~acquisitions where applicable).

~~Strong financial results in~~We continue to evaluate the ~~second quarter, including all-time high quarterly revenue~~best opportunities, both organic and ~~Adjusted EBITDA, were driven by a historically~~inorganic, to drive our near- and longer-term growth. We have two strong, ~~housing market~~industry-leading franchise brands, each with their own compelling growth opportunities. Within those brands, our focus is primarily on identifying and ~~improved performance from~~implementing those strategic initiatives which should help us increase our ~~core operations. The Company added more than 8,000 net new agents compared to~~U.S. agent count and accelerate the second quarter of 2020, including agent growth in the U.S. and significant growth in Canada alongside strong growth globally. Open Motto offices increased nearly 30% year-over-year, and we continued to sell Motto franchises at a similar pace to 2020.

~~Second quarter revenue growth included contributions from many facets~~expansion of our business, including: higher broker fees stemming from increases in total transactions per agent and rising home prices, acquisitions, fewer agent recruiting incentives, agent count growth, increased pricing and Motto expansion, among other factors.

Year-over-year comparisons were impacted by actions taken by us in the second quarter of 2020 because of the global pandemic. For example, revenue in the second quarter of 2020 was reduced by temporary COVID-19 financial support initiatives that we extended to our networks. Similarly, selling, operating and administrative expenses in the second quarter of 2020 were reduced by temporary COVID-19 costs savings measures we employed.growing Mortgage business.

Selected Operating and Financial Highlights

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

As of June 30,

2021

2020

#

%

Total agent count growth

6.3
%
3.8
%

Agent Count:

U.S.

62,428

61,677

751

1.2
%
Canada

23,066

21,295

1,771

8.3
%
Subtotal

85,494

82,972

2,522

3.0
%
Outside U.S. and Canada

54,707

48,933

5,774

11.8
%
Total

140,201

131,905

8,296

6.3
%

Motto open offices⁽²⁾

164

127

37

29.1
%

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						As of March 31,		2022 vs. 2021
						2022	2021	#	%
Agent Count:
U.S.						60,717	62,261	(1,544)	(2.5)	%
Canada						24,443	22,510	1,933	8.6	%
Subtotal						85,160	84,771	389	0.5	%
Outside U.S. and Canada						57,245	55,443	1,802	3.3	%
Total						142,405	140,214	2,191	1.6	%

Motto open offices⁽²⁾						191	150	41	27.3	%

	Six Months Ended June 30,					Three Months Ended March 31,		2022 vs. 2021
	2021	2020	#	%		2022	2021	#	%
RE/MAX franchise sales⁽¹⁾	395	359	36	10.0	%	177	166	11	6.6	%
Motto franchise sales⁽²⁾	24	26	(2)	(7.7)	%	17	9	8	88.9	%

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

(2)	Excludes ~~virtual~~“virtual” offices and ~~Branchises.~~Branchise^SM offices.

Three Months Ended June 30,

Six Months Ended June 30,

2021

2020

2021

2020

Total revenue

$
77,246

$
52,207

$
149,541

$
122,479

Total selling, operating and administrative expenses

$
38,816

$
25,348

$
82,492

$
60,025

Operating income

$
13,410

$
8,682

$
16,947

$
20,445

Net income

$
10,246

$
5,924

$
11,886

$
11,214

Net income attributable to RE/MAX Holdings, Inc.

$
5,201

$
3,489

$
6,293

$
6,120

Adjusted EBITDA⁽¹⁾

$
30,497

$
18,909

$
53,657

$
38,448

Adjusted EBITDA margin⁽¹⁾

39.5
%

36.2
%

35.9
%

31.4
%

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	Three Months Ended
	March 31,
	2022			2021
Total revenue	$	91,004		$	72,295
Total selling, operating and administrative expenses	$	47,831		$	43,676
Operating income (loss)	$	7,602		$	3,666
Net income (loss)	$	2,945		$	1,763
Net income (loss) attributable to RE/MAX Holdings, Inc.	$	1,451		$	1,163
Adjusted EBITDA⁽¹⁾	$	27,917		$	23,160
Adjusted EBITDA margin⁽¹⁾		30.7	%		32.0	%

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

Results of Operations

Comparison of the Three Months Ended ~~June 30, 2021~~March 31, 2022 and ~~2020~~2021

Revenue

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


	Three Months Ended				Change
	March 31,				Favorable/(Unfavorable)
	2022		2021		$		%
Revenue:
Continuing franchise fees	$	33,499	$	25,374	$	8,125	32.0	%
Annual dues		8,920		8,672		248	2.9	%
Broker fees		15,085		11,953		3,132	26.2	%
Marketing Funds fees		22,851		18,145		4,706	25.9	%
Franchise sales and other revenue		10,649		8,151		2,498	30.6	%
Total revenue	$	91,004	$	72,295	$	18,709	25.9	%

Three Months Ended

Change

June 30,

Favorable/(Unfavorable)

2021

2020

$

%

Revenue:

Continuing franchise fees

$
26,955

$
16,738

$
10,217

61.0
%
Annual dues

8,869

8,745

124

1.4
%
Broker fees

17,453

10,426

7,027

67.4
%
Marketing Funds fees

18,042

11,765

6,277

53.4
%
Franchise sales and other revenue

5,927

4,533

1,394

30.8
%
Total revenue

$
77,246

$
52,207

$
25,039

48.0
%


	Three Months Ended				Change
	March 31,				Favorable/(Unfavorable)
	2022		2021		$		%
Revenue excluding the Marketing Funds:
Total revenue	$	91,004	$	72,295	$	18,709	25.9	%
Less: Marketing Funds fees		22,851		18,145		4,706	25.9	%
Revenue excluding the Marketing Funds	$	68,153	$	54,150	$	14,003	25.9	%

~~Consolidated revenue~~Revenue excluding the Marketing Funds increased to $68.2 million or 25.9%, which was comprised of 10.5% organic growth, 15.1% growth from acquisitions and 0.3% growth from foreign currency movements. Organic growth increased primarily due to ~~temporary COVID-19 financial support initiatives introduced in the prior year and an increase in~~increased event-based revenue due to higher attendance at our annual RE/MAX agent convention, increased Broker ~~fees; also contributing were~~fees due to rising home prices, incremental revenue from fewer agent recruiting initiatives, a price increase in RE/MAX Continuing franchise fees, and Motto growth. Revenue growth from acquisitions was attributable to revenue from the ~~current year as compared~~RE/MAX INTEGRA North American regions acquisition (“INTEGRA”) completed in July 2021. Consolidated revenue increased due to the ~~prior year, incremental revenue~~aforementioned factors plus growth in Marketing Funds fees primarily from ~~acquisitions, and growth of Motto, partially offset by continued attrition of booj’s legacy customer base.~~the INTEGRA acquisition.

Continuing Franchise Fees

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

~~Broker Fees~~

~~Revenue from Broker fees increased primarily due to higher total transactions per agent~~ and ~~rising home prices as compared to the prior year, which was impacted by the economic slowdown in the second quarter of 2020 caused by COVID-19.~~Motto growth.

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Broker Fees

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

Marketing Funds ~~fees~~Fees

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

Franchise Sales and Other Revenue

Franchise sales and other revenue increased primarily due to ~~incremental revenue from~~higher attendance at our 2020 acquisitions, partially offset by the attrition of the booj legacy customer base which negatively impacted the three months ended June 30, 2021 by $0.5 million and is expected to negatively impact the full year 2021 by approximately $2.0 million to $2.5 million, as compared to the prior year.annual RE/MAX agent convention.

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
	June 30,						Favorable/(Unfavorable)				March 31,						Favorable/(Unfavorable)
	2021			2020			$		%		2022			2021			$		%
Operating expenses:
Selling, operating and administrative expenses	$	38,816		$	25,348		$	(13,468)	(53.1)	%	$	47,831		$	43,676		$	(4,155)	(9.5)	%
Marketing Funds expenses		18,042			11,765			(6,277)	(53.4)	%		22,851			18,145			(4,706)	(25.9)	%
Depreciation and amortization		6,978			6,412			(566)	(8.8)	%		8,985			6,808			(2,177)	(32.0)	%
Settlement and impairment charges												3,735			—			(3,735)	n/m
Total operating expenses	$	63,836		$	43,525		$	(20,311)	(46.7)	%	$	83,402		$	68,629		$	(14,773)	(21.5)	%
Percent of revenue		82.6	%		83.4	%						91.6	%		94.9	%

n/m - not meaningful

Selling, operating and administrative expenses consists of personnel costs, professional fee expenses, lease costs and other expenses. Other expenses within Selling, operating and administrative expenses include certain marketing and production costs that are not paid by the 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				Three Months Ended						Change
	June 30,						Favorable/(Unfavorable)				March 31,						Favorable/(Unfavorable)
	2021			2020			$		%		2022			2021			$		%
Selling, operating and administrative expenses:
Personnel	$	22,683		$	14,546		$	(8,137)	(55.9)	%	$	26,710		$	28,333		$	1,623	5.7	%
Professional fees		6,617			2,712			(3,905)	(144.0)	%		4,788			4,254			(534)	(12.6)	%
Lease costs		2,038			2,365			327	13.8	%		2,328			2,083			(245)	(11.8)	%
Other		7,478			5,725			(1,753)	(30.6)	%		14,005			9,006			(4,999)	(55.5)	%
Total selling, operating and administrative expenses	$	38,816		$	25,348		$	(13,468)	(53.1)	%	$	47,831		$	43,676		$	(4,155)	(9.5)	%
Percent of revenue		50.2	%		48.6	%						52.6	%		60.4	%

n/m - not meaningful

Total Selling, operating and administrative expenses increased as follows:

●

Personnel costs ~~increased~~decreased primarily due to ~~higher~~lower equity-based compensation expense, ~~including from recent acquisitions (see~~driven by $5.5 million of equity-based compensation expense due to the one-time acceleration of certain equity awards during the first quarter of 2021, see Note 11, Equity-Based Compensation~~) and~~. This decrease in equity-based compensation was partially offset by increased headcount, ~~largely~~including from ~~acquisitions. Personnel~~acquisitions, higher costs ~~were also higher due to~~associated with acquiring and integrating new companies, and the ~~elimination~~reinstatement of the ~~corporate bonus and the suspension of the~~full 401(k) ~~match in the prior year, which also contributed to the increase.~~match.

●

Professional fees increased primarily due to an increase in ~~acquisition related expenses and due to an increase in Legal fees (See~~legal fees. See section titled “Legal Proceedings,” set forth in Part II, Item 1 of this Quarterly Report on Form ~~10-Q).~~ 10-Q. We expect to incur an additional ~~$1.7~~$2.5 million to ~~$2.2~~$3.5 million in legal expenses related to the Moehrl-related suits during the remainder of this year because of this ongoing litigation.

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●

Other selling, operating and administrative expenses increased primarily due ~~to increased investments in technology and~~ higher travel and events expenses, ~~compared~~primarily related to ~~the prior year, partially offset by lower bad debt expense driven by improved collections.~~our annual RE/MAX agent convention, and increased investments in technology.

~~Table of Contents~~

Marketing Funds Expenses~~Expenses~~

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

Depreciation and Amortization

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

Settlement and ~~placing internally developed software into service.~~Impairment Charges

Impairment Charge - Leased Assets

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

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
	June 30,						Favorable/(Unfavorable)				March 31,						Favorable/(Unfavorable)
	2021			2020			$		%		2022			2021			$		%
Other expenses, net:
Interest expense	$	(2,124)		$	(2,187)		$	63	2.9	%	$	(3,651)		$	(2,098)		$	(1,553)	(74.0)	%
Interest income		19			34			(15)	(44.1)	%		19			163			(144)	(88.3)	%
Foreign currency transaction gains (losses)		(363)			101			(464)	(459.4)	%		180			(20)			200	n/m
Total other expenses, net	$	(2,468)		$	(2,052)		$	(416)	20.3	%	$	(3,452)		$	(1,955)		$	(1,497)	(76.6)	%
Percent of revenue		3.2	%		3.9	%						3.8	%		2.7	%

n/m - not meaningful

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. Foreign currency transaction gains (losses) are primarily the result of transactions denominated in the Canadian Dollar.

Provision for Income Taxes

Our effective income tax rate ~~decreased~~increased to ~~6.4%~~29.0% from ~~10.6%~~(3.0)% for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, primarily driven by ~~nonrecurring taxes arising from decreases in 2021~~the vesting of equity based compensation during the three months ended March 31, 2022 where the tax deductible expense was less than the GAAP expense, as compared to excess tax deductible expense as compared to GAAP expense related to vested equity awards in the ~~settlement of uncertain tax positions (see Note 10,~~ ~~Income Taxes~~ ~~for additional information).~~three months ended March 31, 2021. 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 and foreign income tax rates. See Note 3, Non-controlling Interest to the accompanying unaudited condensed consolidated financial statements for further details on the allocation of income taxes between Holdings and the non-controlling interest and see Note 10, 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.

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Adjusted EBITDA was ~~$30.5~~$27.9 million for the three months ended ~~June 30, 2021,~~March 31, 2022, an increase of ~~$11.6~~$4.8 million from the comparable prior year period. Adjusted EBITDA increased primarily due to ~~temporary COVID-19 financial support initiatives introduced in~~contributions from the ~~prior year and~~INTEGRA acquisition, higher Broker fees revenue due to rising home prices, incremental revenue from fewer agent recruiting initiatives, and a price increase in RE/MAX Continuing franchise fees, partially offset by higher personnel costs due to headcount increases and the ~~elimination~~reinstatement of the ~~corporate bonus and the suspension of the~~full 401(k) ~~match in the prior year and headcount increases largely from acquisitions.~~

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~~Comparison of the Six Months Ended June 30, 2021 and 2020~~

~~Revenue~~

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

Six Months Ended

Change

June 30,

Favorable/(Unfavorable)

2021

2020

$

%

Revenue:

Continuing franchise fees

$
52,329

$
40,881

$
11,448

28.0
%
Annual dues

17,541

17,666

(125)

(0.7)
%
Broker fees

29,406

19,870

9,536

48.0
%
Marketing Funds fees

36,187

29,287

6,900

23.6
%
Franchise sales and other revenue

14,078

14,775

(697)

(4.7)
%
Total revenue

$
149,541

$
122,479

$
27,062

22.1
%

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

~~Continuing Franchise Fees~~

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

~~Broker Fees~~

Revenue from Broker fees increased primarily due to higher total transactions per agent and rising home prices as compared to the prior year, which was impacted by the economic slowdown in the second quarter of 2020 caused by COVID-19.

~~Marketing Funds fees~~

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

~~Franchise Sales and Other Revenue~~

Franchise sales and other revenue decreased primarily due to lower event-based revenue due to our annual agent conference having limited in-person attendance due to COVID-19 restrictions and continued attrition of booj’s legacy customer base, partially offset by incremental revenue from our 2020 acquisitions. The attrition of the booj legacy customer base negatively impacted the six months ended June 30, 2021 by $1.2 million.

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~~Operating Expenses~~

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

Six Months Ended

Change

June 30,

Favorable/(Unfavorable)

2021

2020

$

%

Operating expenses:

Selling, operating and administrative expenses

$
82,492

$
60,025

$
(22,467)

(37.4)
%
Marketing Funds expenses

36,187

29,287

(6,900)

(23.6)
%
Depreciation and amortization

13,915

12,722

(1,193)

(9.4)
%
Total operating expenses

$
132,594

$
102,034

$
(30,560)

(30.0)
%
Percent of revenue

88.7
%

83.3
%

Six Months Ended

Change

June 30,

Favorable/(Unfavorable)

2021

2020

$

%

Selling, operating and administrative expenses:

Personnel

$
51,016

$
30,806

$
(20,210)

(65.6)
%
Professional fees

10,871

5,840

(5,031)

(86.1)
%
Lease costs

4,121

4,603

482

10.5
%
Other

16,484

18,776

2,292

12.2
%
Total selling, operating and administrative expenses

$
82,492

$
60,025

$
(22,467)

(37.4)
%
Percent of revenue

55.2
%

49.0
%

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

●

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

●

Professional fees increased primarily due to an increase in acquisition related expenses. Legal fees also increased including fees related to the Moehrl-related suits (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 decreased primarily due to lower travel and events expenses, including lower expenses for our annual agent conference and lower bad debt expense driven by improved collections, partially offset by increased investments in technology.

~~Marketing Funds~~ ~~Expenses~~

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

~~Depreciation and Amortization~~

~~Depreciation and amortization expense increased primarily due to new amortization related to our acquisitions and placing internally developed software into service.~~

~~Table of Contents~~

~~Other Expenses, Net~~

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

Six Months Ended

Change

June 30,

Favorable/(Unfavorable)

2021

2020

$

%

Other expenses, net:

Interest expense

$
(4,222)

$
(4,869)

$
647

13.3
%
Interest income

182

303

(121)

(39.9)
%
Foreign currency transaction gains (losses)

(383)

(169)

(214)

126.6
%
Total other expenses, net

$
(4,423)

$
(4,735)

$
312

6.6
%
Percent of revenue

3.0
%

3.9
%

~~Other expenses, net decreased primarily due to a decrease in interest expense as a result of decreasing interest rates on~~

~~our Senior Secured Credit Facility (as defined in Note 8,~~ ~~Debt~~~~), partially offset by lower interest earnings on our cash balances from lower interest rates.~~

~~Provision for Income Taxes~~

Our effective income tax rate decreased to 5.1% from 28.6% for the six months ended June 30, 2021 and 2020, respectively, primarily driven by nonrecurring taxes arising from (a) the conversion of First from a C Corporation to a flow-through entity in 2020 and (b) decreases in 2021 related to the settlement of uncertain tax positions (see Note 10, ~~Income Taxes~~ for additional information). Our effective income tax rate depends on many factors, including a rate benefit attributable to the fact that the portion of RMCO’s earnings attributable to the non-controlling interests are not subject to corporate-level taxes because RMCO is classified as a partnership for U.S. federal income tax purposes and therefore is treated as a “flow-through entity,” as well as annual changes in state and foreign income tax rates. See Note 3, ~~Non-controlling Interest~~ ~~to the accompanying unaudited condensed consolidated financial statements for further details on the allocation of income taxes between Holdings and the non-controlling interest and see Note 10,~~ ~~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, which is the most comparable GAAP measure for operating performance.

Adjusted EBITDA was $53.7 million for the six months ended June 30, 2021, an increase of $15.2 million from the comparable prior year period. Adjusted EBITDA increased primarily due to temporary COVID-19 financial support initiatives introduced in the prior year, higher Broker fees revenue and lower bad debt expense from improved collections, partially offset by higher personnel costs due to the elimination of the corporate bonus in the prior year and headcount increases largely from acquisitions.match.

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 the U.S. Generally Accepted Accounting Principles. Revenue excluding the Marketing Funds is calculated directly from our 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, settlement and impairment charges, equity-based compensation expense, acquisition-related expense, gain or losses from changes in the tax receivable agreement liability, expense or income related to changes in the estimated fair value measurement of contingent consideration and 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

~~Table of Contents~~

non-cash and non-recurring cash charges or other items. We present Adjusted EBITDA, and the related Adjusted EBITDA margin, because we believe they are useful as supplemental measures in evaluating the performance of our operating businesses and provides greater transparency into our results of operations. Our management uses Adjusted EBITDA and Adjusted EBITDA margin as factors in evaluating the performance of our business.

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

●

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

●

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

●

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

●

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

●

these measures do not reflect the cash requirements pursuant to the Tax Receivable Agreements (“TRAs”);

●

these measures do not reflect the cash requirements for share repurchases

●

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

●

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

●

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

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


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended
	2021		2020		2021		2020		March 31,
Net income	$	10,246	$	5,924	$	11,886	$	11,214
									2022		2021
Net income (loss)									$	2,945	$	1,763
Depreciation and amortization		6,978		6,412		13,915		12,722		8,985		6,808
Interest expense		2,124		2,187		4,222		4,869		3,651		2,098
Interest income		(19)		(34)		(182)		(303)		(19)		(163)
Provision for income taxes		696		706		638		4,496		1,205		(52)
EBITDA		20,025		15,195		30,479		32,998		16,767		10,454
(Gain) loss on sale or disposition of assets		1		(11)		(10)		(22)
Impairment charge - leased assets ⁽¹⁾										3,735		—
Equity-based compensation expense		6,253		2,747		18,307		4,933		5,637		12,054
Acquisition-related expense⁽¹⁾		3,928		328		4,871		894
Gain on reduction in tax receivable agreement liability		—		500		—		—
Acquisition-related expense⁽²⁾										1,257		943
Fair value adjustments to contingent consideration⁽²⁾		290		150		10		(355)		285		(280)
Other										236		(11)
Adjusted EBITDA	$	30,497	$	18,909	$	53,657	$	38,448	$	27,917	$	23,160

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

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

~~(2)~~(3)

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Liquidity and Capital Resources

Overview of Factors Affecting Our Liquidity

Our liquidity position is affected by the growth of our ~~agent base~~franchise networks 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.~~Regions and open offices in the Motto network. Our cash flows are primarily related to the timing of:

(i)

cash receipt of revenues;

(ii)

payment of selling, operating and administrative expenses;

(iii)

investments in technology and ~~Motto;~~the growth of our mortgage business;

(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; ~~and~~

(ix)

payments to the TRA parties pursuant to the ~~TRAs.~~TRAs; and

(x)

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.

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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”). AsOn July 21, 2021, we amended and restated our Senior Secured Credit Facility to fund the acquisition of ~~June 30, 2021,~~INTEGRA 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 to repay term loans at $1.2 million per quarter. We are also required to repay the term loans and reduce revolving commitments with (i) 100.0% of proceeds of any incurrence of additional debt not permitted by the Senior Secured Credit Facility, ~~provided~~(ii) 100.0% of proceeds of asset sales and 100.0% of amounts recovered under insurance policies, subject to certain exceptions and a reinvestment right and (iii) 50% 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.

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 ~~consisted~~and other operating companies.

The Senior Secured Credit Facility provides for customary restrictions on, among other things, additional indebtedness, liens, dispositions of ~~$235.0~~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 ~~in term loans and a $10.0 million revolving facility.~~ or more constitutes an event of default under the Senior Secured Credit Facility.

Borrowings under the term loans and revolving loans accrue interest, at ~~London Interbank Offered Rate (“LIBOR”),~~our option on (a) LIBOR, provided LIBOR shall be no less than ~~0.75%~~0.50% plus an applicable margin of ~~2.75%. LIBOR was originally set to cease being~~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 ~~a reference rate at~~quoted by the ~~end of 2021, with alternate rates~~Wall Street Journal, (ii) the NYFRB Rate (as defined in the ~~U.S. being developed such as~~Senior Secured Credit Facility) plus 0.50% and (iii) the ~~Secured Overnight Financing~~one-month Eurodollar Rate ~~(“SOFR”~~plus 1.00%, (such greatest rate, the “ABR”) plus, in each case, an applicable margin of 1.50%. The Company recently incorporated transition provisions in its new credit facility (see below). In late 2020, the timeline for the cessation of term-based LIBOR (upon which our outstanding borrowings are based) was extended until June 2023.

As of ~~June 30, 2021,~~March 31, 2022, the interest rate on the term loan facility was 3.0%.

A commitment fee of 0.5% per annum (subject to reductions) accrues on the amount of unutilized revolving line of credit.

As of March 31, 2022, we had ~~$222.6~~$451.1 million of term loans outstanding, net of an unamortized discount and issuance costs, and no revolving loans outstanding under our Senior Secured Credit Facility. ~~As of June 30, 2021, the interest rate on the term loan facility was 3.5%. See our 2020 Annual Report on Form 10-K for more information.~~

On July 21, 2021, we amended and restated our Senior Secured Credit Facility to fund the acquisition of INTEGRA NA and refinance our existing facility. The revised facility provides for a seven-year $460 million term loan facility and a five-year $50 million revolving loan facility. The term loan bears interest at LIBOR (subject to a floor of 0.50%) plus 2.50%, but also contains transition provisions to move to an alternative reference rate when LIBOR is eliminated in June 2023. No amounts were drawn on the revolving loan facility as of the date of this report.

Sources and Uses of Cash

As of ~~June 30, 2021~~March 31, 2022, and December 31, ~~2020,~~2021, we had ~~$107.3~~$118.5 million and ~~$101.4~~$126.3 million, respectively, of cash and cash equivalents, of which approximately ~~$2.4~~$16.5 million and ~~$4.2~~$8.9 million, respectively, were denominated in foreign currencies.

3129

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


					Three Months Ended
	Six Months Ended June 30,				March 31,
	2021		2020		2022		2021
Cash provided by (used in):
Operating activities	$	30,339	$	16,323	$	16,502	$	20,832
Investing activities		(7,551)		(3,102)		(3,723)		(4,381)
Financing activities		(22,693)		(17,418)		(16,068)		(13,638)
Effect of exchange rate changes on cash		355		(107)		274		92
Net change in cash, cash equivalents and restricted cash	$	450	$	(4,304)	$	(3,015)	$	2,905

Operating Activities

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

●

higher payments of certain employee related liabilities;

●

an increase in Adjusted EBITDA of ~~$15.2~~$4.8 million;

●

~~an increase in expenses within Adjusted EBITDA~~a decrease due to higher interest payments of ~~$4.2~~$1.5 million, ~~related~~due to the ~~corporate bonus and 401(k) match that have not yet been paid;~~increase of our Senior Secured Credit Facility in July 2021; and

●

timing differences on various operating assets and ~~liabilities; partially offset by~~

●

~~an increase in tax payments of $8.1 million, primarily related to settlement of uncertain tax positions; and~~

●

~~an increase in acquisition related costs.~~liabilities.

Investing Activities

During the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 the change in cash (used in) provided by investing activities was primarily ~~the result of work completed~~due to lower investments on our corporate headquarters ~~refresh and higher capitalizable investments in technology as compared to the prior year.~~refresh.

Financing Activities

During the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022, the change in cash ~~used in~~provided by (used in) financing activities ~~increased~~was primarily due to ~~an increase in payments related to tax withholding for vested share-based compensation,~~the initiation of our share repurchase program and an increase in ~~dividends per Class A share and non-controlling unit to $0.23 per share/unit during the first two quarters of 2021 as compared to $0.22 per share/unit for the first two quarters of 2020.~~principal payments on our Senior Secured Credit Facility.

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. ~~Should additional liquidity~~As needs arise, ~~our filed shelf registration would permit access to~~we may seek additional financing in the public capital ~~markets if such financing would be available.~~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 ~~$7.6~~$3.7 million and ~~$3.1~~$4.4 million during the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. These amounts primarily relate to spend on our corporate headquarters refresh and investments in technology. In order to expand our 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 ~~2021~~2022 are expected to be between $10 million and $13 million.

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~~million and $16 million as we continue with the corporate headquarters refresh and higher capitalizable investments. See Financial and Operational Highlights above for additional information.~~

~~Dividends~~Return of Capital

Return of capital to shareholders is one of our primary capital allocation priorities. Our Board of Directors declared and we paid quarterly cash dividends of $0.23 per share on all outstanding shares of Class A common stock during the first ~~two quarters~~quarter of ~~2021.~~2022. On ~~August 3, 2021,~~April 27, 2022, our Board of Directors declared a quarterly cash dividend of $0.23 per share on all outstanding shares of Class A common stock, which iswas payable on ~~August 31, 2021~~May 25, 2022 to stockholders of record at the close of business on ~~August 17, 2021. The declaration~~May 11, 2022.

Our Board of Directors has authorized a common stock repurchase program of up to $100 million. During the three months ended March 31, 2022, 45,885 million shares of our Class A common stock were repurchased and retired for $1.3 million excluding commissions, at an average cost of $28.63. As of March 31, 2022, $98.7 million remained available under the share repurchase authorization.

Future capital allocation decision with respect to return of capital either in the form of additional future dividends, and if declared, the amount of any such future dividend, or in the form of share repurchases, will be subject to our actual future earnings and capital requirements and any amounts authorized will be at the discretion of our Board of Directors.

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):


	Six Months Ended				Three Months Ended
	June 30,				March 31,
	2021		2020		2022		2021
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	$	1,221	$	40	$	5	$	—
Dividend distributions		5,778		5,526		2,889		2,889
Total distributions to RIHI		6,999		5,566		2,894		2,889
Payments pursuant to the TRAs		—		—		—		—
Total distributions to RIHI and TRA payments	$	6,999	$	5,566	$	2,894	$	2,889

Commitments and Contingencies

See Note 12, 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 ~~June 30, 2021.~~March 31, 2022.

Critical Accounting Judgments and Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures in the financial statements and accompanying notes. Actual results could differ from those estimates. Our Critical Accounting Judgments and Estimates disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Judgments and Estimates” in our ~~2020~~2021 Annual Report on Form 10-K for which there were no material changes, included:

●

Motto ~~and First~~ Goodwill

●

Purchase Accounting for Acquisitions

●

Deferred Tax Assets and TRA Liability

●

~~General Litigation Matters~~

New Accounting Pronouncements

~~There have been no new accounting pronouncements not yet effective that we believe have a significant impact, or potential significant impact, to our consolidated financial statements.~~ See Note 2, Summary of Significant Accounting Policies to the accompanying unaudited condensed consolidated financial statements for additional information.

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Item 3. Quantitative and Qualitative Disclosures About Market Risks

We have operations both within the U.S. and globally and we are exposed to market risks in the ordinary course of our business. These risks primarily include interest rate, foreign exchange and credit risks, as well as risks relating to changes

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in the general economic conditions in the countries where we conduct business. We ~~do not currently~~ use derivative instruments to mitigate the impact of certain of our market risk ~~exposures nor~~exposures. We do wenot use derivatives for trading or speculative purposes.

Credit Risk

We are exposed to credit risk related to receivables from franchisees. We perform quarterly reviews of credit exposure above an established threshold for each franchisee and are in regular communication with those franchisees about their balance. For significant delinquencies, we will terminate the franchise. Bad debt expense is less than 1% of revenue for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 and 2021.

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. ~~At June 30, 2021, $223.8~~On March 31, 2022, $456.6 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 interest rate on our Senior Secured Credit Facility is currently based on LIBOR, subject to a floor of ~~0.75%~~0.50%, plus an applicable margin of ~~2.75%~~2.50%. As of ~~June 30, 2021,~~March 31, 2022, the interest rate was ~~3.5%~~3.0%. 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 ~~$0.6~~$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, ~~and~~ accounts receivable and liability balances denominated in foreign currencies, with the Canadian dollar representing the most significant exposure. ~~We currently do not engage in any~~To mitigate a portion of this risk related to (b), we enter into short-term foreign ~~exchange hedging activity~~currency contracts, such as forwards, to minimize exposures related to foreign currency. See Note 2, Summary of ~~our revenues but may do so in the future; however,~~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 six~~ months ended ~~June 30, 2021,~~March 31, 2022, 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 ~~$0.3~~$0.5 million ~~and $0.6 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 ~~June 30, 2021~~March 31, 2022 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~~our first quarter ended ~~June 30, 2021~~March 31, 2022 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, 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

~~The Company is supplementing the risk factors previously disclosed in Part I, Item 1A, “Risk Factors” of its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 Annual Report on Form 10-K”), filed with the Securities and Exchange Commission on February 25, 2021, to update the following risk factor under the heading “Risks Related to Our Industry”.~~

~~The real estate market may be negatively impacted by industry changes as the result of certain class action lawsuits.~~

As disclosed in Note 12, Commitments and Contingencies, we are a defendant in class action complaints referred to as the “Moehrl-related suits” which allege violations of federal antitrust law. The Moehrl-related suits seek changes in real estate industry practices and have prompted discussion of regulatory changes to rules established by local or state real estate boards or multiple listing services. In addition, the Department of Justice (“DOJ”) has withdrawn from a previously announced settlement of a lawsuit against the National Association of Realtors (“NAR”) in which NAR had agreed to adopt certain rule changes. The DOJ said it withdrew from the settlement “to permit a broader investigation of NAR’s rules and conduct to proceed.” The continuation of the DOJ investigation and enforcement actions and the Moehrl-related litigation (including the terms and conditions of any ultimate settlement or outcome of such matters) and/or other regulatory changes may lead to changes to our or our brokers’ business models, which may affect agent and broker compensation. These or other related adverse developments could reduce the fees we receive from our franchisees, which, in turn, could adversely affect our financial condition and results of operations.

For a discussion of our potential risks and uncertainties, please see “Risk Factors” in our ~~2020~~2021 Annual Report on Form 10-K. ~~Other than the risk factor amended above, there~~There have been no material changes to the risk factors as disclosed in our ~~2020~~2021 Annual Report.

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

Our Board of Directors has authorized a common stock repurchase program of up to $100 million. During the three months ended March 31, 2022 45,885 million shares of our Class A common stock were repurchased and retired for $1.3 million excluding commissions, at an average cost of $28.63. As of March 31, 2022, $98.7 million remained available under the share repurchase authorization.

The following table sets forth stock repurchases for the three months ended March 31, 2022:


				Approximate Dollar
	Total Number of Shares			Value of Shares that
	Purchased as part of			May Yet be Purchased
	Publicly Announced	Average price		Under the Plans or
Period	Plans or Programs	Paid per share		Programs (in millions)
March 1 - 31	45,885	$	28.63	$	98,686,448
Total	45,885	$	28.63

~~None.~~Table of Contents

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

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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

Bylaws of RE/MAX Holdings, Inc.

8-K

001-36101

2/22/2018

3.1

4.1

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

S-1

333-190699

9/27/2013

4.1

10.1

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

8-K

001-36101

7/21/2021

10.1

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



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

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

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

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

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

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

10.2	Executive Separation and General Release Agreement	8-K	001-36101	1/11/2022	10.1
10.3	Interim Executive Agreement	8-K	001-36101	1/11/2022	10.2

10.4	Form of Reward and Retention Agreement	8-K	001-36101	1/11/2022	10.3

10.5	Stock Option Grant Notice and Award Agreement					X

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

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

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

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Exhibit No.		Exhibit Description	Form		File Number	Date of First Filing	Exhibit Number	Filed Herewith
~~101.DEF~~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 ~~Taxonomy Extension Definition Linkbase Document~~document.						X

~~101.LAB~~101.SCH		Inline XBRL Taxonomy Extension ~~Label Linkbase~~Schema Document						X

101.CAL	~~101.PRE~~	Inline XBRL Taxonomy Extension Calculation Linkbase Document		~~Inline XBRL Taxonomy Extension Presentation Linkbase Document~~				X
							X
~~104~~		~~Cover Page Interactive Data File – The cover page XBRL tags are embedded within the~~
101.DEF		Inline XBRL ~~document.~~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:	~~August 4, 2021~~April 28, 2022	By:	/s/ ~~Adam M. Contos~~Stephen P. Joyce
			~~Adam M. Contos~~Stephen P. Joyce
			~~Director and~~ Chief Executive Officer
			(Principal Executive Officer)

Date:	~~August 4, 2021~~April 28, 2022	By:	/s/ Karri R. Callahan
			Karri R. Callahan Chief Financial Officer (Principal Financial Officer)

Date:	~~August 4, 2021~~April 28, 2022	By:	/s/ Brett A. Ritchie
			Brett A. Ritchie Chief Accounting Officer (Principal Accounting Officer)

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