OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements ("financial statements") and accompanying notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and accompanying notes included in our most recent Annual Report on Form 10-K for the year ended
December 31, 2021("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; our business model; cost structure; balance sheet; revenue; operating expenses; financial outlook; return of capital, including dividends and our share repurchase program; non-GAAP financial measures; 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 efforts to accelerate the growth of our 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 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, LLCand 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 model, enables us to capitalize on the economic benefits of the franchising model, yielding high margins and significant cash flow. 22
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Financial and Operational Highlights – Three Months Ended
(Compared to the three months ended
? Total revenue of
Revenue excluding the Marketing Funds (a) increased to
? 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
Adjusted EBITDA of
? to Adjusted EBITDA of
the prior year.
? Total agent count increased by 1.6% to 142,405 agents.
? Total open Motto Mortgage offices increased 27.3% to 191 offices.
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. (b) We define organic revenue growth as revenue growth from continuing operations excluding Marketing Funds, revenue attributable to acquisitions, and foreign currency movements. We define revenue from acquisitions as the incremental revenue generated from the date of an acquisition to its first anniversary (excluding Marketing Funds revenue related to acquisitions where applicable). We continue to evaluate the best opportunities, both organic and inorganic, to drive our near- and longer-term growth. We have two strong, industry-leading franchise brands, each with their own compelling growth opportunities. Within those brands, our focus is primarily on identifying and implementing those strategic initiatives which should help us increase our U.S.agent count and accelerate the expansion of our growing Mortgage business.
Selected Operating and Financial Highlights
The following tables summarize several key performance indicators and our results of operations. 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 % Three Months Ended March 31, 2022 vs. 2021 2022 2021 # % RE/MAX franchise sales (1) 177 166 11 6.6 % Motto franchise sales (2) 17 9 8 88.9 %
(1) Includes franchise sales in the
(2) Excludes “virtual” offices and BranchiseSM offices.
23 Table of Contents Three Months Ended March 31, 2022 2021 Total revenue
$ 91,004 $ 72,295Total selling, operating and administrative expenses $ 47,831 $ 43,676Operating income (loss) $ 7,602 $ 3,666Net income (loss) $ 2,945 $ 1,763Net income (loss) attributable to RE/MAX Holdings, Inc. $ 1,451 $ 1,163Adjusted EBITDA (1) $ 27,917 $ 23,160Adjusted EBITDA margin (1) 30.7 % 32.0 %
See “-Non-GAAP Financial Measures” for further discussion of Adjusted EBITDA
and Adjusted EBITDA margin and a reconciliation of the differences between
(1) Adjusted EBITDA and net income (loss), which is the most comparable
generally accepted accounting principles (“
performance. Adjusted EBITDA margin represents Adjusted EBITDA as a
percentage of total revenue.
Results of Operations
Comparison of the Three Months Ended
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 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 % Revenue excluding the Marketing Funds increased to $68.2 millionor 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 increased event-based revenue due to higher attendance at our annual RE/MAX agent convention, increased Broker 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 RE/MAX INTEGRA North American regions acquisition ("INTEGRA") completed in July 2021. Consolidated revenue increased due to the aforementioned factors plus growth in Marketing Funds fees primarily from the INTEGRA acquisition. Continuing Franchise Fees Revenue from Continuing franchise fees increased primarily due to contributions from the acquisition of INTEGRA, incremental revenue from fewer agent recruiting initiatives, a price increase in RE/MAX and Motto growth. 24 Table of Contents 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
Revenue from Marketing Funds fees increased primarily from the acquisition of
INTEGRA and fewer agent recruiting initiatives in the current year.
Franchise Sales and Other Revenue
Franchise sales and other revenue increased primarily due to higher attendance
at our annual RE/MAX agent convention.
A summary of the components of our operating expenses is as follows (in
thousands, except percentages):
Three Months Ended Change March 31, Favorable/(Unfavorable) 2022 2021 $ % Operating expenses:
Selling, operating and administrative expenses
$ 47,831 $ 43,676 $ (4,155)(9.5) % Marketing Funds expenses 22,851 18,145 (4,706) (25.9) % Depreciation and amortization 8,985 6,808 (2,177) (32.0) % Settlement and impairment charges 3,735 - (3,735) n/m Total operating expenses $ 83,402 $ 68,629$
(14,773) (21.5) % Percent of revenue 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 March 31, Favorable/(Unfavorable) 2022 2021 $ % Selling, operating and administrative expenses: Personnel $ 26,710 $ 28,333$ 1,623 5.7 % Professional fees 4,788 4,254 (534) (12.6) % Lease costs 2,328 2,083 (245) (11.8) % Other 14,005 9,006 (4,999) (55.5) % Total selling, operating and administrative expenses $ 47,831 $ 43,676 $ (4,155)(9.5) % Percent of revenue 52.6 % 60.4 % n/m - not meaningful
Total Selling, operating and administrative expenses increased as follows:
Personnel costs decreased primarily due to lower equity-based compensation
expense, driven by
one-time acceleration of certain equity awards during the first quarter of
? 2021, see Note 11, Equity-Based Compensation. This decrease in equity-based
compensation was partially offset by increased headcount, including from acquisitions, higher costs associated with acquiring and integrating new companies, and the reinstatement of the full 401(k) match.
Professional fees increased primarily due to an increase in legal fees. See
section titled “Legal Proceedings,” set forth in Part II, Item 1 of this
? Quarterly Report on Form 10-Q. We expect to incur an additional
remainder of this year because of this ongoing litigation. 25 Table of Contents
Other selling, operating and administrative expenses increased primarily due
? higher travel and events expenses, primarily related to our annual RE/MAX agent
convention, and 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.
Settlement and 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
2, Summary of Significant Accounting Policies for additional information about
Other Expenses, Net
A summary of the components of our Other expenses, net is as follows (in
thousands, except percentages):
Three Months Ended Change March 31, Favorable/(Unfavorable) 2022 2021 $ % Other expenses, net: Interest expense
$ (3,651) $ (2,098) $ (1,553)(74.0) % Interest income 19 163 (144) (88.3) %
Foreign currency transaction gains (losses) 180 (20) 200 n/m Total other expenses, net
$ (3,452) $ (1,955) $ (1,497)(76.6) % Percent of revenue 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 increased to 29.0% from (3.0)% for the three months ended
March 31, 2022and 2021, respectively, primarily driven by the vesting of equity based compensation during the three months ended March 31, 2022where 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 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'searnings attributable to the non-controlling interests are not subject to corporate-level taxes because RMCOis 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.
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
$27.9 millionfor the three months ended March 31, 2022, an increase of $4.8 millionfrom the comparable prior year period. Adjusted EBITDA increased primarily due to contributions from the 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 reinstatement of the full 401(k) match.
Non-GAAP Financial Measures
The Securities and Exchange Commission("SEC") has adopted rules to regulate the use in filings with the SECand 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
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 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
? 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.
27 Table of Contents
A reconciliation of Adjusted EBITDA to net income (loss) is set forth in the
following table (in thousands):
Three Months Ended March 31, 2022 2021 Net income (loss)
$ 2,945 $ 1,763Depreciation and amortization 8,985 6,808 Interest expense 3,651 2,098 Interest income (19) (163) Provision for income taxes 1,205 (52) EBITDA 16,767 10,454
Impairment charge - leased assets (1) 3,735
Equity-based compensation expense 5,637
Acquisition-related expense (2) 1,257
Fair value adjustments to contingent consideration (2) 285 (280) Other 236 (11) Adjusted EBITDA
$ 27,917 $ 23,160
Represents the impairment recognized on a portion of the Company’s corporate
(1) headquarters office building. See Note 2, Summary of Significant Accounting
Policies for additional information.
Acquisition-related expense includes personnel, legal, accounting, advisory
(2) and consulting fees incurred in connection with the evaluation, due
diligence, execution and integration of acquisitions.
Fair value adjustments to contingent consideration include amounts recognized
for changes in the estimated fair value of the contingent consideration
(3) liabilities. See Note 9, Fair Value Measurements to the accompanying
unaudited condensed consolidated financial statements for additional
Liquidity and Capital Resources
Overview of Factors Affecting Our Liquidity
Our liquidity position is affected by the growth of our 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 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 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
(vi) dividend payments to stockholders of our Class A common stock;
distributions and other payments to non-controlling unitholders pursuant to
(vii) the terms of
(viii) corporate tax payments paid by the Company;
(ix) payments to the TRA parties pursuant to the 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. 28 Table of Contents Financing Resources
RMCOand RE/MAX, LLC, a wholly owned subsidiary of RMCO, have a credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and various lenders party thereto (the "Senior Secured Credit Facility"). On July 21, 2021, we amended and restated our Senior Secured Credit Facility to fund the acquisition of INTEGRA and refinance our existing facility. The revised facility provides for a seven-year $460.0 millionterm loan facility and a five-year $50.0 millionrevolving loan facility. The revised facility also provides for incremental facilities under which RE/MAX, LLCmay 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, LLCto repay term loans at $1.2 millionper 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, (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'sTotal 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
lien on substantially all of the assets of
The Senior Secured Credit Facility provides for customary restrictions on, among other things, additional indebtedness, liens, dispositions of property, dividends, transactions with affiliates and fundamental changes such as mergers, consolidations and liquidations. With certain exceptions, any default under any of our other agreements evidencing indebtedness in the amount of
$15.0 millionor more constitutes an event of default under the Senior Secured Credit Facility. Borrowings under the term loans and revolving loans accrue interest, at our option on (a) LIBOR, provided LIBOR shall be no less than 0.50% plus an applicable margin of 2.50% and, provided further that such rate shall be adjusted for reserve requirements for eurocurrency liabilities, if any (the "LIBOR Rate") or (b) the greatest of (i) the prime rate as quoted by the Wall Street Journal, (ii) the NYFRB Rate (as defined in the Senior Secured Credit Facility) plus 0.50% and (iii) the one-month Eurodollar Rate plus 1.00%, (such greatest rate, the "ABR") plus, in each case, an applicable margin of 1.50%. As of 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.
unamortized discount and issuance costs, and no revolving loans outstanding
under our Senior Secured Credit Facility.
Sources and Uses of Cash
29 Table of Contents
The following table summarizes our cash flows from operating, investing, and
financing activities (in thousands):
Three Months Ended March 31, 2022 2021 Cash provided by (used in): Operating activities
$ 16,502 $ 20,832Investing activities (3,723) (4,381) Financing activities (16,068) (13,638)
Effect of exchange rate changes on cash 274
Net change in cash, cash equivalents and restricted cash
Cash provided by operating activities decreased primarily as a result of:
? higher payments of certain employee related liabilities;
? an increase in Adjusted EBITDA of
? a decrease due to higher interest payments of
of our Senior Secured Credit Facility in
? timing differences on various operating assets and liabilities.
During the three months ended
provided by investing activities was primarily due to lower investments on our
corporate headquarters refresh.
During the three months ended
March 31, 2022, the change in cash provided by (used in) financing activities was primarily due to the initiation of our share repurchase program and an increase in principal payments on our Senior Secured Credit Facility.
Capital Allocation Priorities
Our objective is to maintain a strong liquidity position. We have existing cash balances, cash flows from operating activities, access to our revolving facility and incremental facilities under our Senior Secured Credit Facility available to support the needs of our business. As needs arise, we may seek additional financing in the public capital markets.
As part of our growth strategy, we may pursue acquisitions of Independent Regions in the
U.S.and Canadaas 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.
The total aggregate amount for purchases of property and equipment and capitalization of developed software was
$3.7 millionand $4.4 millionduring the three months ended March 31, 2022and 2021, 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 2022 are expected to be between $10 millionand $13 million. 30 Table of Contents 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
$0.23per share on all outstanding shares of Class A common stock during the first quarter of 2022. On April 27, 2022, our Board of Directors declared a quarterly cash dividend of $0.23per share on all outstanding shares of Class A common stock, which was payable on May 25, 2022to stockholders of record at the close of business on 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 millionexcluding commissions, at an average cost of $28.63. As of March 31, 2022, $98.7 millionremained 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
Distributions and other payments pursuant to the
were comprised of the following (in thousands):
Three Months Ended
March 31, 20222021
Distributions and other payments pursuant to the
Pro rata distributions to RIHI as a result of distributions to
$ 5 $ - Dividend distributions 2,889 2,889 Total distributions to RIHI 2,894 2,889 Payments pursuant to the TRAs - - Total distributions to RIHI and TRA payments $
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
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 2021 Annual Report on Form 10-K for which there were no material changes, included: ? Motto Goodwill
? Purchase Accounting for Acquisitions
? Deferred Tax Assets and TRA Liability
New Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policies to the accompanying
unaudited condensed consolidated financial statements for additional
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