| Non-controlling Interest |
3. Non-controlling Interest Holdings is the sole managing member of RMCO and operates and controls all of the business affairs of RMCO. The ownership of the common units in RMCO is summarized as follows: | | | | | | | | | | | | June 30, 2025 | | December 31, 2024 | | | | Shares | | Ownership % | | Shares | | Ownership % | | Non-controlling interest ownership of common units in RMCO | | 12,559,600 | | 38.5 | % | 12,559,600 | | 39.8 | % | Holdings outstanding Class A common stock (equal to Holdings common units in RMCO) | | 20,028,058 | | 61.5 | % | 18,971,435 | | 60.2 | % | Total common units in RMCO | | 32,587,658 | | 100.0 | % | 31,531,035 | | 100.0 | % |
The weighted average ownership (“WAO”) percentages for the applicable reporting periods are used to calculate the “Net income (loss) attributable to RE/MAX Holdings, Inc.” A reconciliation of “Income (loss) before provision for income taxes” to “Net income (loss) attributable to RE/MAX Holdings, Inc.” and “Net Income (loss) attributable to non-controlling interest” in the accompanying Condensed Consolidated Statements of Income (Loss) for the periods indicated is detailed as follows (in thousands, except percentages): | | | | | | | | | | | | | | | | | | | | | | Three Months Ended June 30, | | | | 2025 | | 2024 | | | | Holdings | | NCI | | Total | | Holdings | | NCI | | Total | | WAO percentage of RMCO (a) | | | 61.4 | % | | 38.6 | % | | 100.0 | % | | 60.0 | % | | 40.0 | % | | 100.0 | % | Income (loss) before provision for income taxes (a) | | $ | 4,183 | | $ | 2,678 | | $ | 6,861 | | $ | 4,578 | | $ | 3,085 | | $ | 7,663 | | (Provision) / benefit for income taxes (b) | | | 502 | | | (665) | | | (163) | | | (873) | | | (600) | | | (1,473) | | Net income (loss) | | $ | 4,685 | | $ | 2,013 | | $ | 6,698 | | $ | 3,705 | | $ | 2,485 | | $ | 6,190 | | | | | | | | | | | | | | | | | | | | | | | | Six Months Ended June 30, | | | 2025 | | 2024 | | | | Holdings | | NCI | | Total | | Holdings | | NCI | | Total | | WAO percentage of RMCO (a) | | | 61.0 | % | | 39.0 | % | | 100.0 | % | | 59.8 | % | | 40.2 | % | | 100.0 | % | Income (loss) before provision for income taxes (a) | | $ | 3,357 | | $ | 2,138 | | $ | 5,495 | | $ | 2,132 | | $ | 1,428 | | $ | 3,560 | | (Provision) / benefit for income taxes (b) | | | (630) | | | (1,403) | | | (2,033) | | | (1,780) | | | (1,197) | | | (2,977) | | Net income (loss) | | $ | 2,727 | | $ | 735 | | $ | 3,462 | | $ | 352 | | $ | 231 | | $ | 583 | |
| (a) | The WAO percentage of RMCO differs from the percentage allocation of income (loss) before provision for income taxes between Holdings and the non-controlling interest due to certain items recorded at Holdings. |
| (b) | The provision for income taxes attributable to Holdings is primarily comprised of U.S. federal and state income taxes on its proportionate share of the flow-through income from RMCO. It also includes Holdings’ share of taxes directly incurred by RMCO and its subsidiaries, including taxes in certain foreign jurisdictions. |
Distributions 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 to non-controlling unitholders for the three and six months ended June 30, 2025, were immaterial.
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