Non-controlling Interest (Tables)

12 Months Ended

Dec. 31, 2023

Non-controlling Interest.

Summary of Ownership of the Common Units

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:

	December 31, 2023			December 31, 2022
	Shares	Ownership %		Shares	Ownership %
Non-controlling interest ownership of common units in RMCO	12,559,600	40.7	%	12,559,600	41.3	%
Holdings outstanding Class A common stock (equal to Holdings common units in RMCO)	18,269,284	59.3	%	17,874,238	58.7	%
Total common units in RMCO	30,828,884	100.0	%	30,433,838	100.0	%

Reconciliation from Income Before Provision for Income Taxes to Net Income

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

	Year Ended December 31,
	2023									2022									2021
	Holdings			NCI			Total			Holdings			NCI			Total			Holdings			NCI			Total
WAO percentage of RMCO (a)		59.1	%		40.9	%		100.0	%		59.8	%		40.2	%		100.0	%		59.8	%		40.2	%		100.0	%
Income (loss) before provision for income taxes (a)	$	(14,149)		$	(27,390)		$	(41,539)		$	11,090		$	7,038		$	18,128		$	(13,424)		$	(8,737)		$	(22,161)
(Provision) / benefit for income taxes (b)		(54,873)			(2,074)			(56,947)			(4,980)			(2,391)			(7,371)			(2,192)			(267)			(2,459)
Net income (loss)	$	(69,022)		$	(29,464)		$	(98,486)		$	6,110		$	4,647		$	10,757		$	(15,616)		$	(9,004)		$	(24,620)

NCI – non-controlling interest

(a) The WAO percentage of RMCO differs from the allocation of income (loss) before provision for income taxes between RE/MAX Holdings and the non-controlling interest due to certain items recorded at Holdings.

(b) The provision for income taxes attributable to Holdings is primarily comprised of U.S. federal and state income taxes on its proportionate share of the pass-through income (loss) from RMCO. It also includes Holdings’ share of taxes

directly incurred by RMCO and its subsidiaries, including taxes in certain foreign jurisdictions. See Note 12, Income Taxes, for additional information.

Distributions Paid or Payable

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

	Year Ended
	December 31,
	2023		2022		2021
Tax distributions	$	—	$	2,276	$	2,650
Dividend distributions (a)		8,667		11,556		11,556
Other		(12)		—		—
Total distributions to non-controlling unitholders	$	8,655	$	13,832	$	14,206

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