MANAGEMENT’S DISCUSSION AND ANALYSIS | MarketScreener

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The next dialogue and evaluation ought to be learn together with our
condensed consolidated monetary statements ("monetary statements") and
accompanying notes included in Merchandise 1 of Half I of this Quarterly Report on Kind
10-Q and with our audited consolidated monetary statements and accompanying
notes included in our most up-to-date Annual Report on Kind 10-Okay for the yr ended
December 31, 2021 ("2021 Annual Report on Kind 10-Okay").

This Quarterly Report on Kind 10-Q incorporates "forward-looking statements" inside
the that means of Part 27A of the Securities Act of 1933 and Part 21E of the
Securities Alternate Act of 1934, as amended (the "Alternate Act"). These
statements are sometimes recognized by way of phrases comparable to "imagine," "intend,"
"anticipate," "estimate," "plan," "outlook," "challenge," "anticipate," "could," "will,"
"would" and different comparable phrases and expressions that predict or point out future
occasions or traits that aren't statements of historic issues. Ahead-looking
statements embody statements associated to: agent depend; franchise gross sales; our
enterprise mannequin; value construction; steadiness sheet; income; working bills;
monetary outlook; return of capital, together with dividends and our share
repurchase program; non-GAAP monetary measures; housing and mortgage market
situation and traits; financial and demographic traits; competitors; the
anticipated advantages our know-how initiatives; our anticipated sources and
makes use of of liquidity together with for potential acquisitions; capital expenditures;
future litigation bills regarding the Moehrl-related fits; our strategic
and working plans and enterprise fashions together with our efforts to speed up the
development of our companies; and the anticipated affect of acquisitions.

Ahead-looking statements shouldn't be learn as a assure of future
efficiency or outcomes and won't essentially precisely point out the occasions at
which such efficiency or outcomes could also be achieved. Ahead-looking statements
are based mostly on data obtainable on the time these statements are made and/or
administration's good religion perception as of that point with respect to future occasions and
are topic to dangers and uncertainties that would trigger precise efficiency or
outcomes to vary materiality from these expressed in or prompt by the
forward-looking statements. Components that would trigger or contribute to such
variations embody, however will not be restricted to, these recognized herein, and people
mentioned within the part titled "Threat Components," set forth in Half II, Merchandise 1A of
this Quarterly Report on Kind 10-Q and in Half I, Merchandise 1A of our 2021 Annual
Report on Kind 10-Okay. Readers are cautioned to not place undue reliance on
forward-looking statements, which communicate solely as of the date of this report.
Besides as required by regulation, we don't intend, and we undertake no obligation to
replace any forward-looking statements to mirror occasions or circumstances after
the date of such statements.

The outcomes of operations mentioned on this "Administration's Dialogue and
Evaluation of Monetary Situation and Outcomes of Operations" are these of RE/MAX
Holdings, Inc. ("Holdings") and its consolidated subsidiaries, together with RMCO,
LLC and its consolidated subsidiaries ("RMCO"), collectively, the "Firm,"
"we," "our" or "us."

Enterprise Overview
We're one of many world's main franchisors in the true property {industry}. We
franchise actual property brokerages globally below the RE/MAX model ("RE/MAX") and
mortgage brokerages within the U.S. below the Motto Mortgage model ("Motto"). We
additionally promote ancillary services and products, primarily know-how, to our
franchise networks and, in sure cases, we promote these choices exterior
our franchise networks. We set up our enterprise based mostly on the providers we
present in Actual Property, Mortgage and our collective franchise advertising
operations, often known as the Advertising and marketing Funds. RE/MAX and Motto are 100%
franchised-we don't personal any of the brokerages that function below these manufacturers.
We give attention to enabling our networks' success by offering highly effective know-how,
high quality schooling and coaching, and beneficial advertising to construct the power of
the RE/MAX and Motto manufacturers. We help our franchisees in rising their
brokerages, though they fund the price of creating their brokerages. As a
end result, we keep a low fixed-cost construction which, mixed with our
recurring fee-based mannequin, permits us to capitalize on the financial advantages of
the franchising mannequin, yielding excessive margins and important money move.

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Monetary and Operational Highlights – Three Months Ended March 31, 2022

(In comparison with the three months ended March 31, 2021, except in any other case famous)

? Complete income of $91.0 million, a rise of 25.9% from the prior yr.

Income excluding the Advertising and marketing Funds (a) elevated to $68.2 million or 25.9%,

? which was comprised of 10.5% natural development, 15.1% development attributable to

acquisitions and 0.3% development from international foreign money actions (b).

? Web revenue (loss) attributable to RE/MAX Holdings, Inc. elevated to $1.5

million

Adjusted EBITDA of $27.9 million and Adjusted EBITDA margin of 30.7% in contrast

? to Adjusted EBITDA of $23.2 million and Adjusted EBITDA margin of 32.0% from

the prior yr.

? Complete agent depend elevated by 1.6% to 142,405 brokers.

? U.S. and Canada mixed agent depend elevated 0.5% to 85,160 brokers.

? Complete open Motto Mortgage workplaces elevated 27.3% to 191 workplaces.

(a)

Income excluding the Advertising and marketing Funds is a non-GAAP measure of monetary
efficiency that differs from the U.S. Usually Accepted Accounting Rules.
Income excluding the Advertising and marketing Funds is calculated instantly from our
consolidated monetary statements as Complete income much less Advertising and marketing Funds charges.
(b)
We outline natural income development as income development from persevering with operations
excluding Advertising and marketing Funds, income attributable to acquisitions, and international
foreign money actions. We outline income from acquisitions because the incremental
income generated from the date of an acquisition to its first anniversary
(excluding Advertising and marketing Funds income associated to acquisitions the place relevant).



We proceed to guage the perfect alternatives, each natural and inorganic, to
drive our near- and longer-term development. We've got two sturdy, industry-leading
franchise manufacturers, every with their very own compelling development alternatives. Inside
these manufacturers, our focus is totally on figuring out and implementing these
strategic initiatives which ought to assist us enhance our U.S. agent depend and
speed up the enlargement of our rising Mortgage enterprise.

Chosen Working and Monetary Highlights

The next tables summarize a number of key efficiency indicators and our
outcomes of operations.

                                    As of March 31,            2022 vs. 2021
                                 2022               2021         #        %
Agent Rely:
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 %
Outdoors U.S. and Canada             57,245            55,443     1,802    3.3 %
Complete                              142,405           140,214     2,191    1.6 %

Motto open workplaces (2)                 191               150        41   27.3 %

                             Three Months Ended March 31,      2022 vs. 2021
                                 2022               2021         #        %
RE/MAX franchise gross sales (1)             177               166        11    6.6 %
Motto franchise gross sales (2)               17                 9         8   88.9 %

(1) Contains franchise gross sales within the U.S., Canada and world areas.

(2) Excludes “digital” workplaces and BranchiseSM workplaces.

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                                                          Three Months Ended
                                                              March 31,
                                                           2022         2021
Complete income                                           $   91,004    $ 72,295
Complete promoting, working and administrative bills    $   47,831    $ 43,676
Working revenue (loss)                                 $    7,602    $  3,666
Web revenue (loss)                                       $    2,945    $  1,763
Web revenue (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 %

See “-Non-GAAP Monetary Measures” for additional dialogue of Adjusted EBITDA

and Adjusted EBITDA margin and a reconciliation of the variations between
(1) Adjusted EBITDA and web revenue (loss), which is essentially the most comparable U.S.

usually accepted accounting ideas (“U.S. GAAP”) measure for working

efficiency. Adjusted EBITDA margin represents Adjusted EBITDA as a

proportion of whole income.

Outcomes of Operations

Comparability of the Three Months Ended March 31, 2022 and 2021

Income

A abstract of the elements of our income is as follows (in 1000's besides
percentages):

                                      Three Months Ended                    Change
                                          March 31,                 Favorable/(Unfavorable)
                                      2022            2021            $                       %
Income:
Persevering with franchise charges          $    33,499      $ 25,374  $           8,125              32.0 %
Annual dues                              8,920         8,672                248               2.9 %
Dealer charges                             15,085        11,953              3,132              26.2 %
Advertising and marketing Funds charges                    22,851        18,145              4,706              25.9 %
Franchise gross sales and different income       10,649         8,151              2,498              30.6 %
Complete income                      $    91,004      $ 72,295  $          18,709              25.9 %


                                           Three Months Ended                    Change
                                               March 31,                 Favorable/(Unfavorable)
                                           2022            2021            $                       %
Income excluding the Advertising and marketing Funds:
Complete income                           $    91,004      $ 72,295  $          18,709              25.9 %
Much less: Advertising and marketing Funds charges                   22,851        18,145              4,706              25.9 %
Income excluding the Advertising and marketing Funds   $    68,153      $ 54,150  $          14,003              25.9 %


Income excluding the Advertising and marketing Funds elevated to $68.2 million or 25.9%, which
was comprised of 10.5% natural development, 15.1% development from acquisitions and 0.3%
development from international foreign money actions. Natural development elevated primarily due
to elevated event-based income as a consequence of larger attendance at our annual RE/MAX
agent conference, elevated Dealer charges as a consequence of rising residence costs, incremental
income from fewer agent recruiting initiatives, a worth enhance in RE/MAX
Persevering with franchise charges, and Motto development. Income development from acquisitions
was attributable to income from the RE/MAX INTEGRA North American areas
acquisition ("INTEGRA") accomplished in July 2021. Consolidated income elevated
as a result of aforementioned elements plus development in Advertising and marketing Funds charges primarily
from the INTEGRA acquisition.

Persevering with Franchise Charges

Income from Persevering with franchise charges elevated primarily as a consequence of contributions
from the acquisition of INTEGRA, incremental income from fewer agent recruiting
initiatives, a worth enhance in RE/MAX and Motto development.

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Dealer Charges

Income from Dealer charges elevated primarily from the acquisition of INTEGRA and
rising residence costs, partially offset by decrease whole transactions per agent as
in comparison with the prior yr.

Advertising and marketing Funds Charges

Income from Advertising and marketing Funds charges elevated primarily from the acquisition of
INTEGRA and fewer agent recruiting initiatives within the present yr.

Franchise Gross sales and Different Income

Franchise gross sales and different income elevated primarily as a consequence of larger attendance
at our annual RE/MAX agent conference.

Working Bills

A abstract of the elements of our working bills is as follows (in
1000’s, besides percentages):

                                                  Three Months Ended                  Change
                                                      March 31,              Favorable/(Unfavorable)
                                                   2022         2021            $                    %
Working bills:
Promoting, working and administrative bills  $    47,831   $ 43,676   $        (4,155)           (9.5) %
Advertising and marketing Funds bills                             22,851     18,145            (4,706)          (25.9) %
Depreciation and amortization                         8,985      6,808            (2,177)          (32.0) %
Settlement and impairment fees                     3,735          -            (3,735)             n/m
Complete working bills                        $    83,402   $ 68,629   $ 
     (14,773)          (21.5) %
% of income                                     91.6 %     94.9 %

n/m - not significant

Promoting, working and administrative bills consists of personnel prices,
skilled payment bills, lease prices and different bills. Different bills inside
Promoting, working and administrative bills embody sure advertising and
manufacturing prices that aren't paid by the Advertising and marketing Funds, together with journey and
leisure prices, and prices related to our annual conventions within the
U.S. and different occasions and know-how providers.

                                                           Three Months Ended                       Change
                                                               March 31,                    Favorable/(Unfavorable)
                                                           2022           2021               $                      %
Promoting, working and administrative bills:
Personnel                                              $     26,710    $    28,333    $         1,623                 5.7 %
Skilled charges                                             4,788          4,254              (534)              (12.6) %
Lease prices                                                   2,328          2,083              (245)              (11.8) %
Different                                                        14,005          9,006            (4,999)              (55.5) %
Complete promoting, working and administrative bills   $     47,831    $    43,676    $       (4,155)               (9.5) %
% of income                                             52.6 %         60.4 %

n/m - not significant

Complete Promoting, working and administrative bills elevated as follows:

Personnel prices decreased primarily as a consequence of decrease equity-based compensation

expense, pushed by $5.5 million of equity-based compensation expense as a result of

one-time acceleration of sure fairness awards throughout the first quarter of

? 2021, see Observe 11, Fairness-Based mostly Compensation. This lower in equity-based

   compensation was partially offset by elevated headcount, together with from
   acquisitions, larger prices related to buying and integrating new
   corporations, and the reinstatement of the complete 401(okay) match.

Skilled charges elevated primarily as a consequence of a rise in authorized charges. See

part titled “Authorized Proceedings,” set forth in Half II, Merchandise 1 of this

? Quarterly Report on Kind 10-Q. We anticipate to incur a further $2.5 million to

$3.5 million in authorized bills associated to the Moehrl-related fits throughout the

   the rest of this yr due to this ongoing litigation.


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Different promoting, working and administrative bills elevated primarily due

? larger journey and occasions bills, primarily associated to our annual RE/MAX agent

conference, and elevated investments in know-how.

Advertising and marketing Funds Bills

We acknowledge an equal and offsetting quantity of bills to income such that
there isn’t a affect to our general profitability.

Depreciation and Amortization

Depreciation and amortization expense elevated primarily as a consequence of new
amortization associated to our acquisitions.

Settlement and Impairment Fees

Impairment Cost – Leased Property

In the course of the first quarter of 2022, we subleased a portion of our company
headquarters. Consequently, we carried out an impairment check on the portion
subleased and acknowledged an impairment cost of $3.7 million. See Observe
2, Abstract of Vital Accounting Insurance policies for extra details about
our leases.

Different Bills, Web

A abstract of the elements of our Different bills, web is as follows (in
1000’s, besides percentages):

                                               Three Months Ended                  Change
                                                   March 31,              Favorable/(Unfavorable)
                                                2022        2021             $                    %
Different bills, web:
Curiosity expense                             $  (3,651)   $ (2,098)   $       (1,553)           (74.0) %
Curiosity revenue                                      19         163             (144)           (88.3) %
Overseas foreign money transaction beneficial properties (losses)         180        (20)               200              n/m
Complete different bills, web                    $  (3,452)   $ (1,955)   $       (1,497)           (76.6) %
% of income                                  3.8 %       2.7 %

n/m - not significant


Different bills, web elevated primarily as a consequence of a rise in curiosity expense
due to the refinance of and enhance to our Senior Secured Credit score Facility
(see Observe 8, Debt, for extra data) within the prior yr. Overseas foreign money
transaction beneficial properties (losses) are primarily the results of transactions denominated
within the Canadian Greenback.

Provision for Revenue Taxes
Our efficient revenue tax charge elevated to 29.0% from (3.0)% for the three
months ended March 31, 2022 and 2021, respectively, primarily pushed by the
vesting of fairness based mostly compensation throughout the three months ended March 31,
2022 the place the tax deductible expense was lower than the GAAP expense, as
in comparison with extra tax deductible expense as in comparison with GAAP expense associated to
vested fairness awards within the three months ended March 31, 2021. Our efficient
revenue tax charge depends upon many elements, together with a charge profit attributable
to the truth that the portion of RMCO's earnings attributable to the
non-controlling pursuits will not be topic to corporate-level taxes as a result of RMCO
is assessed as a partnership for U.S. federal revenue tax functions and
subsequently is handled as a "flow-through entity," in addition to annual adjustments in
state and international revenue tax charges. See Observe 3, Non-controlling Curiosity to the
accompanying unaudited condensed consolidated monetary statements for additional
particulars on the allocation of revenue taxes between Holdings and the
non-controlling curiosity and see Observe 10, Revenue Taxes for extra
data.

Adjusted EBITDA

See “-Non-GAAP Monetary Measures” for our definition of Adjusted EBITDA and for
additional dialogue of our presentation of Adjusted EBITDA in addition to a
reconciliation of Adjusted EBITDA to web revenue (loss), which is essentially the most
comparable GAAP measure for working efficiency.

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Adjusted EBITDA was $27.9 million for the three months ended March 31, 2022, an
enhance of $4.8 million from the comparable prior yr interval. Adjusted EBITDA
elevated primarily as a consequence of contributions from the INTEGRA acquisition, larger
Dealer charges income as a consequence of rising residence costs, incremental income from fewer
agent recruiting initiatives, and a worth enhance in RE/MAX Persevering with
franchise charges, partially offset by larger personnel prices as a consequence of headcount
will increase and the reinstatement of the complete 401(okay) match.

Non-GAAP Monetary Measures

The Securities and Alternate Fee ("SEC") has adopted guidelines to control the
use in filings with the SEC and in public disclosures of monetary measures that
will not be in accordance with U.S. GAAP, comparable to Income excluding the Advertising and marketing
Funds and Adjusted EBITDA and the ratios associated thereto. These measures are
derived on the premise of methodologies aside from in accordance with U.S. GAAP.

Income excluding the Advertising and marketing Funds is a non-GAAP measure of monetary
efficiency that differs from the U.S. Usually Accepted Accounting Rules.
Income excluding the Advertising and marketing Funds is calculated instantly from our
consolidated monetary statements as Complete income much less Advertising and marketing Funds charges.

We outline Adjusted EBITDA as EBITDA (consolidated web revenue (loss) earlier than
depreciation and amortization, curiosity expense, curiosity revenue and the
provision for revenue taxes, every of which is offered in our unaudited
condensed consolidated monetary statements included elsewhere on this Quarterly
Report on Kind 10-Q), adjusted for the affect of the next objects which are
both non-cash or that we don't take into account consultant of our ongoing
working efficiency: achieve or loss on sale or disposition of belongings, settlement
and impairment fees, equity-based compensation expense, acquisition-related
expense, achieve or losses from adjustments within the tax receivable settlement legal responsibility,
expense or revenue associated to adjustments within the estimated truthful worth measurement of
contingent consideration and different non-recurring objects.

As Adjusted EBITDA omits sure non-cash objects and different non-recurring money
fees or different objects, we imagine that it's much less vulnerable to variances that
have an effect on our working efficiency ensuing from depreciation, amortization and
different non-cash and non-recurring money fees or different objects. We current
Adjusted EBITDA, and the associated Adjusted EBITDA margin, as a result of we imagine they
are helpful as supplemental measures in evaluating the efficiency of our
working companies and supplies higher transparency into our outcomes of
operations. Our administration makes use of Adjusted EBITDA and Adjusted EBITDA margin as
elements in evaluating the efficiency of our enterprise.

Adjusted EBITDA and Adjusted EBITDA margin have limitations as analytical instruments,
and you shouldn't take into account these measures both in isolation or as a
substitute for analyzing our outcomes as reported below U.S. GAAP. A few of these
limitations are:

? these measures don’t mirror adjustments in, or money necessities for, our working

capital wants;

? these measures don’t mirror our curiosity expense, or the money necessities

essential to service curiosity or principal funds on our debt;

? these measures don’t mirror our revenue tax expense or the money necessities

to pay our taxes;

these measures don’t mirror the money necessities to pay dividends to

? stockholders of our Class A typical inventory and tax and different money distributions

to our non-controlling unitholders;

? these measures don’t mirror the money necessities pursuant to the Tax

Receivable Agreements (“TRAs”);

? these measures don’t mirror the money necessities for share repurchases

though depreciation and amortization are non-cash fees, the belongings being

? depreciated and amortized will typically require substitute sooner or later, and

these measures don’t mirror any money necessities for such replacements;

? though equity-based compensation is a non-cash cost, the issuance of

equity-based awards could have a dilutive affect on earnings per share; and

? different corporations could calculate these measures in a different way, so equally named

measures is probably not comparable.

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A reconciliation of Adjusted EBITDA to web revenue (loss) is ready forth within the
following desk (in 1000’s):

                                                           Three Months Ended
                                                               March 31,
                                                           2022            2021
Web revenue (loss)                                       $     2,945      $  1,763
Depreciation and amortization                                 8,985         6,808
Curiosity expense                                              3,651         2,098
Curiosity revenue                                                (19)         (163)
Provision for revenue taxes                                    1,205          (52)
EBITDA                                                       16,767        10,454
Impairment cost - leased belongings (1)                         3,735        

Fairness-based compensation expense                             5,637       

12,054

Acquisition-related expense (2)                               1,257        

943

Honest worth changes to contingent consideration (2)          285         (280)
Different                                                           236          (11)
Adjusted EBITDA                                         $    27,917      $ 23,160

Represents the impairment acknowledged on a portion of the Firm’s company
(1) headquarters workplace constructing. See Observe 2, Abstract of Vital Accounting

Insurance policies for extra data.

Acquisition-related expense consists of personnel, authorized, accounting, advisory
(2) and consulting charges incurred in reference to the analysis, due

diligence, execution and integration of acquisitions.

Honest worth changes to contingent consideration embody quantities acknowledged

for adjustments within the estimated truthful worth of the contingent consideration
(3) liabilities. See Observe 9, Honest Worth Measurements to the accompanying

unaudited condensed consolidated monetary statements for extra

data.

Liquidity and Capital Assets

Overview of Components Affecting Our Liquidity

Our liquidity place is affected by the expansion of our franchise networks and
circumstances in the true property market. On this regard, our short-term liquidity
place on occasion has been, and can proceed to be, affected by
a number of elements together with brokers within the RE/MAX community, significantly in
Firm-Owned Areas and open workplaces within the Motto community. Our money flows are
primarily associated to the timing of:

(i) money receipt of revenues;

(ii) cost of promoting, working and administrative bills;

(iii) investments in know-how and the expansion of our mortgage enterprise;

(iv) money consideration for acquisitions and acquisition-related bills;

(v) principal funds and associated curiosity funds on our Senior Secured Credit score

Facility;

(vi) dividend funds to stockholders of our Class A typical inventory;

distributions and different funds to non-controlling unitholders pursuant to

(vii) the phrases of RMCO’s restricted legal responsibility firm working settlement (“the

RMCO, LLC Settlement”);

(viii) company tax funds paid by the Firm;

(ix) funds to the TRA events pursuant to the TRAs; and

(x) share repurchases.

We've got happy these wants primarily by way of our present money balances, money
generated by our operations and funds obtainable below our Senior Secured Credit score
Facility. We may additionally make the most of our Senior Secured Credit score Facility, and we could
pursue different sources of capital which will embody different types of exterior
financing, comparable to extra financing within the public capital markets, so as
to extend our money place and protect monetary flexibility as wants come up.

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Financing Assets

RMCO and RE/MAX, LLC, a completely owned subsidiary of RMCO, have a credit score settlement
with JPMorgan Chase Financial institution, N.A., as administrative agent, and numerous lenders
celebration thereto (the "Senior Secured Credit score Facility"). On July 21, 2021, we
amended and restated our Senior Secured Credit score Facility to fund the acquisition
of INTEGRA and refinance our present facility. The revised facility supplies
for a seven-year $460.0 million time period mortgage facility and a five-year $50.0 million
revolving mortgage facility. The revised facility additionally supplies for incremental
amenities below which RE/MAX, LLC could request so as to add a number of tranches of
time period amenities or enhance any then present credit score facility within the mixture
principal quantity of as much as $100 million (or a better quantity topic to the phrases
and circumstances of the Senior Secured Credit score Facility), topic to lender
participation.

The Senior Secured Credit score Facility requires RE/MAX, LLC to repay time period loans at
$1.2 million per quarter. We're additionally required to repay the time period loans and
cut back revolving commitments with (i) 100.0% of proceeds of any incurrence of
extra debt not permitted by the Senior Secured Credit score Facility, (ii) 100.0%
of proceeds of asset gross sales and 100.0% of quantities recovered below insurance coverage
insurance policies, topic to sure exceptions and a reinvestment proper and (iii) 50%
of Extra Money Move (or "ECF" as outlined within the Senior Secured Credit score Facility)
on the finish of the relevant fiscal yr if RE/MAX, LLC's Complete Leverage Ratio
(or "TLR" as outlined within the Senior Secured Credit score Facility) is in extra of
4.25:1. If the TLR as of the final day of such fiscal yr is the same as or much less
than 4.25:1 however above 3.75:1, the reimbursement proportion is 25% of ECF and if the
TLR as of the final day of such fiscal yr is lower than 3.75:1, no reimbursement
from ECF is required.

The Senior Secured Credit score Facility is assured by RMCO and is secured by a
lien on considerably the entire belongings of RE/MAX, LLC and different working
corporations.

The Senior Secured Credit score Facility supplies for customary restrictions on, amongst
different issues, extra indebtedness, liens, inclinations of property,
dividends, transactions with associates and basic adjustments comparable to mergers,
consolidations and liquidations. With sure exceptions, any default below any
of our different agreements evidencing indebtedness within the quantity of $15.0 million
or extra constitutes an occasion of default below the Senior Secured Credit score
Facility.

Borrowings below the time period loans and revolving loans accrue curiosity, at our
choice on (a) LIBOR, offered LIBOR shall be at least 0.50% plus an
relevant margin of two.50% and, offered additional that such charge shall be
adjusted for reserve necessities for eurocurrency liabilities, if any (the
"LIBOR Fee") or (b) the best of (i) the prime charge as quoted by the Wall
Road Journal, (ii) the NYFRB Fee (as outlined within the Senior Secured Credit score
Facility) plus 0.50% and (iii) the one-month Eurodollar Fee plus 1.00%, (such
biggest charge, the "ABR") plus, in every case, an relevant margin of 1.50%. As
of March 31, 2022, the rate of interest on the time period mortgage facility was 3.0%.

A dedication payment of 0.5% each year (topic to reductions) accrues on the quantity
of unutilized revolving line of credit score.

As of March 31, 2022, we had $451.1 million of time period loans excellent, web of an
unamortized low cost and issuance prices, and no revolving loans excellent
below our Senior Secured Credit score Facility.

Sources and Makes use of of Money

As of March 31, 2022, and December 31, 2021, we had $118.5 million and $126.3
million
, respectively, of money and money equivalents, of which roughly
$16.5 million and $8.9 million, respectively, had been denominated in international
currencies.

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The next desk summarizes our money flows from working, investing, and
financing actions (in 1000’s):

                                                            Three Months Ended
                                                                March 31,
                                                             2022        2021
Money offered by (utilized in):
Working actions                                      $   16,502  $   20,832
Investing actions                                         (3,723)     (4,381)
Financing actions                                        (16,068)    (13,638)
Impact of change charge adjustments on money                          274       

92

Web change in money, money equivalents and restricted money $ (3,015) $ 2,905



Working Actions

Money offered by working actions decreased primarily because of:

? larger funds of sure worker associated liabilities;

? a rise in Adjusted EBITDA of $4.8 million;

? a lower as a consequence of larger curiosity funds of $1.5 million, as a result of enhance

of our Senior Secured Credit score Facility in July 2021; and

? timing variations on numerous working belongings and liabilities.

Investing Actions

In the course of the three months ended March 31, 2022 the change in money (utilized in)
offered by investing actions was primarily as a consequence of decrease investments on our
company headquarters refresh.

Financing Actions

In the course of the three months ended March 31, 2022, the change in money offered by
(utilized in) financing actions was primarily as a result of initiation of our share
repurchase program and a rise in principal funds on our Senior Secured
Credit score Facility.

Capital Allocation Priorities

Liquidity

Our goal is to keep up a powerful liquidity place. We've got present money
balances, money flows from working actions, entry to our revolving facility
and incremental amenities below our Senior Secured Credit score Facility obtainable to
help the wants of our enterprise. As wants come up, we could search extra
financing within the public capital markets.

Acquisitions

As a part of our development technique, we could pursue acquisitions of Unbiased
Areas within the U.S. and Canada in addition to extra acquisitions or investments
in complementary companies, providers and applied sciences that would offer entry
to new markets, income streams, or in any other case complement or speed up the
development of our present operations. We could fund any such development with numerous
sources of capital together with present money balances and money move from
operations, in addition to proceeds from debt financings together with below present
credit score amenities or new preparations raised within the public capital markets.

Capital Expenditures

The entire mixture quantity for purchases of property and tools and
capitalization of developed software program was $3.7 million and $4.4 million throughout
the three months ended March 31, 2022 and 2021, respectively. These quantities
primarily relate to spend on our company headquarters refresh and investments
in know-how. With the intention to develop our know-how, we plan to proceed to
re-invest in our enterprise in an effort to enhance operational efficiencies and
improve the instruments and providers offered to the associates in our networks. Complete
capital expenditures for 2022 are anticipated to be between $10 million and $13
million.

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  Desk of Contents

Return of Capital
Return of capital to shareholders is one among our main capital allocation
priorities. Our Board of Administrators declared and we paid quarterly money dividends
of $0.23 per share on all excellent shares of Class A typical inventory throughout the
first quarter of 2022. On April 27, 2022, our Board of Administrators declared a
quarterly money dividend of $0.23 per share on all excellent shares of Class A
frequent inventory, which was payable on Could 25, 2022 to stockholders of file on the
shut of enterprise on Could 11, 2022.

Our Board of Administrators has licensed a typical inventory repurchase program of as much as
$100 million. In the course of the three months ended March 31, 2022, 45,885 million
shares of our Class A typical inventory had been repurchased and retired for $1.3 million
excluding commissions, at a mean value of $28.63. As of March 31, 2022, $98.7
million remained obtainable below the share repurchase authorization.

Future capital allocation choice with respect to return of capital both in
the type of extra future dividends, and if declared, the quantity of any such
future dividend, or within the type of share repurchases, can be topic to our
precise future earnings and capital necessities and any quantities licensed will
be on the discretion of our Board of Administrators.

Distributions and Different Funds to Non-controlling Unitholders by RMCO

Distributions and different funds pursuant to the RMCO, LLC Settlement and TRAs
had been comprised of the next (in 1000’s):

                                                                                 Three Months Ended
                                                                                     March 31,
                                                                              2022                 2021

Distributions and different funds pursuant to the RMCO, LLC Settlement:
Professional rata distributions to RIHI because of distributions to RE/MAX
Holdings
in an effort to fulfill its estimated tax liabilities

               $            5        $          -
Dividend distributions                                                            2,889               2,889
Complete distributions to RIHI                                                       2,894               2,889
Funds pursuant to the TRAs                                                         -                   -
Complete distributions to RIHI and TRA funds                             $ 

2,894 $ 2,889

Commitments and Contingencies

See Observe 12, Commitments and Contingencies to the accompanying unaudited
condensed consolidated monetary statements for extra data.

Off Steadiness Sheet Preparations

We’ve got no materials off steadiness sheet preparations as of March 31, 2022.

Essential Accounting Judgments and Estimates

The preparation of monetary statements in conformity with U.S. GAAP requires
administration to make estimates and assumptions that have an effect on the quantities and
disclosures within the monetary statements and accompanying notes. Precise outcomes
might differ from these estimates. Our Essential Accounting Judgments and
Estimates disclosed in "Administration's Dialogue and Evaluation of Monetary
Situation and Outcomes of Operations - Essential Accounting Judgments and
Estimates" in our 2021 Annual Report on Kind 10-Okay for which there have been no
materials adjustments, included:

 ? Motto Goodwill

? Buy Accounting for Acquisitions

? Deferred Tax Property and TRA Legal responsibility

New Accounting Pronouncements

See Observe 2, Abstract of Vital Accounting Insurance policies to the accompanying
unaudited condensed consolidated monetary statements for extra
data.

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