Business Description

​ 4 ​ ITEM 1A. RISK FACTORS ​ 14 ​ ITEM 1B. UNRESOLVED STAFF COMMENTS ​ 27 ​ ITEM 1C. CYBERSECURITY ​ 27 ​ ITEM 2. PROPERTIES ​ 28 ​ ITEM 3. LEGAL PROCEEDINGS ​ 28 ​ ITEM 4. MINE SAFETY DISCLOSURES ​ 28 ​ PART II ​ 28 ​ ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ​ 28 ​ ITEM 6. RESERVED ​ 29 ​ ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ​ 30 ​ ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK ​ 45 ​ ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ 47 ​ ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ​ 85 ​ ITEM 9A. CONTROLS AND PROCEDURES ​ 85 ​ ITEM 9B. OTHER INFORMATION ​ 86 ​ ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS ​ 86 ​ PART III ​ 86 ​ ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ​ 86 ​ ITEM 11. EXECUTIVE COMPENSATION ​ 86 ​ ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS ​ 86 ​ ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE ​ 87 ​ ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES ​ 87 ​ PART IV ​ 87 ​ ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES ​ 87 ​ ITEM 16. FORM 10-K SUMMARY ​ 87 ​ ​ ​ ​ 2 Table of Contents FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements that are subject to risks and uncertainties. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. 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: ​ ● our expectations regarding consumer trends in residential real estate transactions; ● our expectations regarding overall economic and demographic trends, including the health of the United States (“U.S.”) and Canadian residential real estate markets, and how they affect our performance; ● our strategies for growing our organic revenue and the RE/MAX and Motto Mortgage brands in particular, including (a) increasing RE/MAX agent count, increasing the number of closed transaction sides and transaction sides per RE/MAX agent; (b) increasing the number of open Motto Mortgage offices; and (c) diversifying and broadening our revenue and growth opportunities; ● the anticipated benefits of our technology initiatives, accelerated efforts in artificial intelligence (“AI”) and other technological innovations and offerings; ● the continued strength of our brands both in the U.S. and Canada and in the rest of the world; ● the pursuit of future acquisitions and the anticipated benefits of past acquisitions, including the future performance of businesses we have acquired; ● return of capital, including our stock buyback program and dividends; ● our future financial performance including our ability to appropriately forecast; ● the effects of laws applying to our business and our future compliance with laws; ● our ability to retain our senior management and other key employees; ● other plans and objectives for future operations, growth, initiatives, acquisitions or strategies; ● our ability to effectively implement and account for changes in tax laws; and ● the anticipated outcome of the industry class-action lawsuits, including any risks or uncertainties with regard to any settlements, any favorable or unfavorable judgements and any implications to our industry. These and other forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors and it is impossible for us to anticipate all factors that could affect our actual results.…