Acquisitions (Tables)
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9 Months Ended |
Sep. 30, 2026 |
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| Acquisitions |
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| Schedule of total consideration transferred |
The following table summarizes the individual elements within the calculation of total consideration transferred (in thousands): | | | | Cash consideration | | $ | 533,844 | Share consideration | | | 347,148 | Replacement of equity awards | | | 26,759 | Total consideration transferred | | $ | 907,751 |
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| Schedule of allocation of consideration transferred to the estimated fair values of the net assets acquired by the Company as of the acquisition date |
The following table summarizes the allocation of consideration transferred to the estimated fair values of the net assets acquired by the Company as of the acquisition date (in thousands): | | | | Cash and cash equivalents and restricted cash | | $ | 131,034 | Accounts and notes receivable, net | | | 21,767 | Other current assets | | | 22,525 | Property and equipment | | | 5,118 | Operating lease right-of-use assets | | | 17,462 | Franchise agreements, net (a) | | | 300,000 | Other intangible assets, net (b) | | | 205,000 | Long-term investments | | | 525 | Other assets, net of current portion | | | 5,649 | Goodwill | | | 327,915 | Total assets | | | 1,036,995 | Accounts payable | | | (4,980) | Accrued liabilities | | | (48,564) | Deferred revenue | | | (22,470) | Operating lease liabilities | | | (9,881) | Other payables | | | (8,313) | Deferred tax liabilities, net | | | (13,919) | Deferred revenue, net of current portion | | | (11,113) | Operating lease liabilities, net of current portion | | | (7,581) | Other liabilities, net of current portion | | | (2,423) | Total liabilities | | | (129,244) | Total purchase price allocated to assets and liabilities | | $ | 907,751 |
| (a) | The Company expects to amortize the acquired Franchise agreements over a weighted average useful life of approximately 10 years using the straight-line method. |
| (b) | Trademarks are included as a component of Other intangible assets, net on the Condensed Consolidated Balance Sheets and have an indefinite useful life. |
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| Schedule of the acquisition-related and integration expenses |
The following table summarizes the acquisition-related and integration expenses incurred during the three and nine months ended September 30, 2026 (in thousands): | | | | | | | | | | Three Months Ended | | | Nine Months Ended | | | September 30, | | | September 30, | | | 2026 | | | 2026 | Legal, investment banking, integration-related costs and other transaction-related expenses | | $ | 28,624 | | | $ | 40,518 | Severance-related personnel costs | | | 23,708 | | | | 23,708 | Acquisition costs and integration expenses | | $ | 52,332 | | | $ | 64,226 |
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| Schedule of Unaudited Pro Forma Information |
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 Transaction had actually occurred on that date, nor of the results that may be obtained in the future (in thousands) | | | | | | | | | | | | | | | | | | | | | Pro Forma | | | REMAX actuals | | Three Months Ended | | Nine Months Ended | | | August 25, 2026 - | | September 30, | | September 30, | | | September 30, 2026 | | 2026 | | 2025 | | 2026 | | 2025 | Revenue | | $ | 28,611 | | $ | 770,047 | | $ | 641,796 | | $ | 2,074,911 | | $ | 1,683,741 | Net income (loss) | | $ | 6,869 | | $ | (29,927) | | $ | 6,010 | | $ | (77,584) | | $ | (43,075) |
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