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good morning, and welcome to the RE/MAX Holdings Second Quarter 2023 Earnings Conference Call and Webcast. My name is Chris, and I'll be facilitating the audio portion of today's call. At this time, I'd like to turn the call over to Andy Schulz, Senior Vice President of Investor Relations. Mr. Schulz?

Thank you, operator. Good morning everyone and welcome to RE/MAX Holdings' second quarter 2023 earnings conference call. Please visit the Investor Relations section at www.remaxholdings.com for all earnings related materials, and to access the live webcast and the replay of the call today. If you are participating through the webcast, please note that you will need to advance the slides as we move through the presentation. Turning to Slide 2, our prepared remarks and answers to your questions on today's call may contain forward-looking statements. Forward-looking statements include those related to agent count, franchise sales and open offices, financial measures and outlook, brand expansion, competition, technology, housing and mortgage market conditions, capital allocation, dividends, share repurchases, strategic and operational plans, and business models. Forward-looking statements represent management's current estimates. RE/MAX Holdings assumes no obligation to update any forward-looking statements in the future. Forward-looking statements address matters that are subject to risks and uncertainties that may cause actual results to differ materially from those projected in forward-looking statements. These are discussed in our second quarter 2023 financial results press release and other SEC filings. Also, we will refer to certain non-GAAP measures on today's call. Please see the definitions and reconciliations of non-GAAP measures contained in our most recent quarterly financial results press release, which is available on our website. Joining me on our call today are Steve Joyce, our Chief Executive Officer; Karri Callahan, our Chief Financial Officer; and the Presidents and CEOs of our brands, Ward Morrison and Nick Bailey. With that, I'd like to turn the call over to RE/MAX Holdings' CEO, Steve Joyce. Steve?

Thank you, Andy, and thanks to everyone for joining our call today. Looking at Slide 3, the strength of our recurring fee model drove second quarter performance largely in line with our expectations. The combination of higher interest rates and tight inventory has made for a challenging housing market in an agent recruiting and retention environment. However, we are pleased to see continued RE/MAX agent count growth in Canada and our global regions. In the U.S., while we saw decline in agent count growth, the pace of our U.S. agent count our losses slowed quarter-over-quarter, which is positive given market conditions. We remain squarely focused on our strategic growth initiatives and as we continue to build our relative pipelines, we believe we're positioned for improved U.S. agent count performance. On the mortgage side, Wemlo is ramping up and we continue to expand our Motto franchise sales operation. The addition of experienced personnel with in-depth franchise expertise to our inside sales team is just one reason we are optimistic about increasing the pace of Motto franchise sales in the second-half of 2023 and beyond. Some of our notable quarterly financial highlights include RE/MAX Holdings Total revenue of $82.4 million. We generated Adjusted EBITDA of $26.6 million and our adjusted EBITDA margin was 32.3% and adjusted diluted EPS was $0.40. Regarding the CEO search, we've had robust interest in the position and multiple internal and external candidates have actively participated in the process. We still plan to announce our next leader by the end of the summer. With that, I'll turn it over to Ward.

Thanks Steve. Turning to Slide 4, despite the current market conditions our mortgage business is growing, which we believe is both encouraging and rare at this particular moment. We're seeing terrific results on the Wemlo front as business continued in Greece month-over-month throughout the second quarter. We met or exceeded our expectations both the number of loans submitted and in loans cleared to close. Many factors are contributing to Wemlo's increasing success including a full sales team with a mature process and built in accountability, increasing interest for Wemlo services from both our Motto network as well as the wider industry, a greater number of Motto franchisees using the Wemlo loan brokering system that is integrated with Wemlo's processing services and additional transactions as the Motto network grows. On the Motto side, in terms of open offices, our team is doing a great job of moving new franchisees through the process. We're doing it better and faster than we ever have. With eight franchise sales in Q2, we had a decent quarter all things considered. And while our velocity needs to increase as we believe it will, we're proud of our accomplishments of continuing to grow our mortgage business during this environment and encourage that our pool of prospective franchisees continues to steadily improve. For example, one of our second quarter sales was through a roughly 300 agent real estate brokerage affiliated with another national brand. This type of sale can be a catalyst for additional interest and it's a good example of the caliber of candidates we're getting into the pipeline. We continue to see real estate brokers and teams and players, including some big ones who have proximity to real estate transactions doubling down right now. They're seeing the benefits of expanding into the mortgage space and recognizing that Motto is a compelling opportunity for them to do so. They have the transactions and they're interested in the financing side of the equation. Just over a year ago when we set forth our plan of expanding Motto's sales force, our initial goal was to hire additional highly qualified sales professionals, which we have done. However, we also experienced some staff attrition which set us back a bit. Fortunately, during the process, we recognized the better option with the potential for greater and more immediate impact. We could hire an inside sales team with a proven track record of success at another franchisor and that's just what we've done. Our new inside sales team hired last month will do the hard but worthwhile work of proactively calling and getting prospects. We're very excited to have an in-house group that has worked together and achieve promising results previously. They understand the franchise business model and they are excited to join Motto as we are to have them. We believe they can make a difference in the pace of our franchise sales during the second half of the year and beyond. Based on their success, we plan to hire additional field sales resources to handle the increased volume of interest. In speaking with many of our franchisees, we believe most are framed pretty well considering they are operating in the worst industry conditions since the great financial crisis of 15 years ago. But as Karri noted on last quarter's call, some of them need temporary assistance as a bridge over a rough patch. Combining that with the slowdown in franchise sales we have experienced over the past year, we now expect our mortgage segment to generate roughly $1 million less of revenue this year than originally forecasted in February. All-in-all though we're not yet growing at the rate we expected to, we continue to adjust as needed and invest strategically for future growth. We believe we are well positioned for success when the market rebounds. With that, I'd like to turn the call over to Nick.

Thank you, Ward. Moving to Slide 5, our worldwide agent count grew by more than 500 agents year-over-year as of the end of the second quarter. Agent count growth outside of the U.S. and Canada accelerated to 7% during Q2, with countries including Turkey, Peru, Brazil and South Africa adding a notable number of agents. We believe the enduring global appeal of the RE/MAX brand and the impact of effective recruiting campaigns are the primary drivers of our success. Canada also continues to be an amazing growth story. Despite the rebalance in the market, our presence continues to grow north of the border. Except for January, Canadian agent count has grown in every month this year and it's happened across the country. Our Canadian affiliates are continuing to recruit from a variety of sources including re-recruiting a lot of so-called boomerang agents which are were one time RE/MAX agents who leave the system to kick the tires at a competitor only to realize they should have maybe never left the worldwide leader. An example is a former #1 RE/MAX team who left for not only one, but two competitors only to return to RE/MAX during the second quarter after two years away. The power of the brand combined with the unmatched support and professionalism at their local RE/MAX brokerage were a key determinant in their return home. More stories like this are out there and we expect to see even greater number of agents and teams come back in the future. In the U.S., our monthly agent count losses narrowed during the second quarter compared to Q1, which was encouraging. We continue to see steady progress from our teams and conversions, mergers and acquisition growth initiatives, as well as from our MAX/Recruit growth program. However, the gains are not enough yet to offset the industry wide contraction that is impacting us as well. The team's pilot we launched last August is helping our affiliates gradually expand and retain existing teams and build pipelines of prospective large teams in the five pilot states of California, Florida, Maryland, New Jersey and Texas. You might recall that the program includes a package of training, technology and attractive economics for teams of six or more, whether it's RE/MAX teams growing into six members, large teams joining the network or existing teams staying with us at a higher rate, this initiative is showing promise, with both added and grown larger teams at a higher rate than we had before in the pilot states. But the biggest impact has been on helping current affiliates grow their existing teams, which is a really desirable outcome. It's well documented that RE/MAX agents outsell competing agents by more than two to one at large brokerages, and while agents working as individual producers closed almost two thirds of the RE/MAX networks nearly 800,000 U.S. residential transaction sites last year, teams led the way in agent productivity. Teams made-up approximately 30% of the U.S. RE/MAX agents and contributed slightly more than one third of the production last year. Moreover, RE/MAX agents on teams of 6 to 10 agents averaged 35% more transaction sites and 40% more sales volumes than individual RE/MAX producers. We see similar impressive results among our Canadian teams as well. It's statistics like these that have a sole focused on our team's initiative. We like how the pilot program is advancing and based on the successes we've seen so far, we recently announced an expansion of the program to Arizona and an extension of the pilot within the six states through the end of this year. With respect to our program around brokerage conversions, mergers and acquisitions, we continue to add to both the number of closings and to our pipeline of prospects. We have successfully converted or helped some of our existing franchisees merge or acquire many smaller brokerages. And importantly, we are seeing more sizable transactions. Inception to date, we have completed almost 60 transactions, some of which are still in confidential status and we anticipate hundreds of agents have or will come into our network as a result. We believe this is just the beginning. Seeing some of these larger opportunities convert as well as many of the smaller ones is proof of concept that should help build on our momentum going forward.

And lastly, MAX Recruit, the growth program we unveiled in April continues to gain traction. Participation in the live training, monthly growth calls and multiple coaching options has topped 2600 attendees, which is higher than anticipated. To date, participating brokerages are out recruiting their peers. MAX Recruit involves some new resources and services, but it centers largely on accountability and keeping franchisees focused on the recruiting activities that they need to do in order to grow. It's not an overnight solve to every recruiting challenge, but it's laying the groundwork for more consistent and sustained growth over time. We're extremely pleased by these results so far. With that, over to Karri.

And lastly, MAX Recruit, the growth program we unveiled in April continues to gain traction. Participation in the live training, monthly growth calls and multiple coaching options has topped 2600 attendees, which is higher than anticipated. To date, participating brokerages are out recruiting their peers. MAX Recruit involves some new resources and services, but it centers largely on accountability and keeping franchisees focused on the recruiting activities that they need to do in order to grow. It's not an overnight solve to every recruiting challenge, but it's laying the groundwork for more consistent and sustained growth over time. We're extremely pleased by these results so far. With that, over to Karri.

And lastly, MAX Recruit, the growth program we unveiled in April continues to gain traction. Participation in the live training, monthly growth calls and multiple coaching options has topped 2600 attendees, which is higher than anticipated. To date, participating brokerages are out recruiting their peers. MAX Recruit involves some new resources and services, but it centers largely on accountability and keeping franchisees focused on the recruiting activities that they need to do in order to grow. It's not an overnight solve to every recruiting challenge, but it's laying the groundwork for more consistent and sustained growth over time. We're extremely pleased by these results so far. With that, over to Karri.

And lastly, MAX Recruit, the growth program we unveiled in April continues to gain traction. Participation in the live training, monthly growth calls and multiple coaching options has topped 2600 attendees, which is higher than anticipated. To date, participating brokerages are out recruiting their peers. MAX Recruit involves some new resources and services, but it centers largely on accountability and keeping franchisees focused on the recruiting activities that they need to do in order to grow. It's not an overnight solve to every recruiting challenge, but it's laying the groundwork for more consistent and sustained growth over time. We're extremely pleased by these results so far. With that, over to Karri.

Thank you, Nick. Good morning, everyone. Moving to Slide 6, second quarter revenue declined 10.6% to $82.4 million. Excluding the marketing funds, revenue was $61.4 million, a decrease of approximately 11% compared to the same period last year. This decrease was driven by negative 10.5% organic growth and adverse foreign currency movements of 29%. Organic growth decreased primarily due to lower broker fees and to a lesser extent a reduction in U.S. agent count, partially offset by higher mortgage segment revenue. Recall that roughly 60% to 65% of our annual revenue excluding the marketing funds is recurring in nature in the form of monthly continuing franchise fees or annual agent dues. Only about 25% of that revenue is from the variable broker fees which represents our share of the agents commission. Looking at Q2, when overall existing U.S. home sales were down over 20% year-over-year, our organic revenue was down only 3% excluding broker fees. Turning to Slide 7, Q2 selling, operating and administrative expenses decreased 1.4% to $40.2 million primarily due to changes in the fair value of the contingent consideration liabilities and lower legal fees, partially offset by higher bad debt expense, personnel expenses and events related expenses. We continue to believe the collective health of our affiliates within both networks remains strong. Having said that, we are facing a modest decline in collection, which negatively impacted bad debt expense during the quarter. This is to be expected given the rebalancing housing market and is consistent with what we have witnessed during prior downturns. Overall, current market conditions have largely pressured our top line and our margins by extension. We continue to monitor our expenses closely and look for efficiencies. Moving to Slide 8, regarding our outlook, we tightened up our full year guidance ranges overall. In doing so, the midpoint of 2023 agent count guidance moved up a half a point based on the strength of international agent growth. The midpoint of our full year revenue guidance moved down slightly, as did the midpoint of our 2023 adjusted EBITDA guidance, consistent with the trend we mentioned on our last earnings call. Now on to our outlook. The company's third quarter and full year 2023 outlook assumes no further currency movements, acquisitions or divestitures. For the third quarter of 2023, we expect agent count to change zero to 1% over third quarter 2022, revenue in a range of $78.5 million to $83.5 million, including revenue from the marketing funds in a range of $20 million to $22 million and adjusted EBITDA in a range of $23.5 million to $26.5 million. For the full year 2023, we now expect agent count to change zero to 1% over full year 2022, revenue in a range of $320 million to $332 million including revenue from the marketing funds in a range of $82.5 million to $86.5 million and adjusted EBITDA in a range of $92 million to $98 million. Now I'll turn the call over to Steve for closing comments.

Looking at Slide 9, we made progress during the second quarter on reinvigorating our U.S. agent count growth and are pleased that our mortgage business continues to grow. However, there is still much work to be done. We believe our strategic initiatives have the potential of improving our organic growth rate and creating meaningful value over the longer-term. Though the macroeconomic climate has reduced their near-term impact, we believe our initiatives will meaningfully jumpstart our results as the housing industry resumes growing again. With that, operator, let's open it up for questions.

Thank you. [Operator Instructions] The first question is from Ryan McKeveny with

Hey, good morning, guys. Thank you for taking the question. So I know you don't break out transactions each quarter across the company, but I guess just with the size and scale of the organization, is it fair to think that it's something like 50/50 between agents working with buyers versus sellers or any SKU generally that RE/MAX might have towards listing agents versus buyer agents compared to the industry overall? So that's kind of part one. And then part two and maybe this would be Nick, on the listing side specifically, I guess just any thoughts generally that you're either picking up from your agents or franchisees or the research you guys do in terms of what might you know change the stuck factor that's out there? Is it primarily just hopefully interest rates move lower and the stock factor goes away, we have seen their spend some legislation or legislative ideas thrown out there around changes to capital gains and various things speculated on. So I guess I'm just curious what do you guys think is the likely outcome going forward from just more listings eventually coming to the market? Thanks a lot.

Nick, why don't you take that?

Sure, all right. In terms of, the first question, I'd say generally the split is around 50/50 buy or list side. I will say if I had to favor one side generally more top producers which caters to RE/MAX will favor the listing side somewhat heavier, but for the most part fairly equal split. As far as how we see the step factor, I like that term, I think interest rates that right now combined with consumer confidence what we've seen this year when you look at even a little dip in rates, we see showings immediately go up that week and that obviously results in pendings. And so you can watch the activity at the micro level from showings to pendings which in 30 to 45 days results to closings, we see rates kick up a little bit. We all of a sudden see that showing activity decline as much as 20% or 30%. And so as we look at the outlook of the remainder of the year and moving into next year, if rates come down a little bit, it gives consumer confidence, it gets a little bit of high, a little bit higher and we see a little bit more inventory. I have said though that I think the spring market was a little bit lackluster because the move up buyer didn't come to the market like they historically have. People are in love with their rates and statistically having 90% of homeowners with a mortgage have a rate under 5% and of that 50% are under 3.5. Those are historic numbers and so that move up buyers in love with their rate and not super excited to come to the market and that's where we think the inventory has been at a little bit of a hold. I think that will affect us a little bit in 2024, but we know that lifestyle and life changes actually are the ultimate driver, and so that will flush through the system likely throughout the next year.

Yes, that makes sense. Okay, thank you, guys.

The next question is from John Campbell with Stephens. Your line is open.

Hey, guys. Good morning.

Good morning John.

Good morning.

Hey, on mortgage, Ward did you talk to $1 million or a haircut I think for the annual guidance this year. It'd be great if you could maybe help us just with a refresher there. What's the REV contribution you're expecting now for the full year? How does that look relative to last year? And then from a profit standpoint, how far off is the mortgage offering or segment from profitability or maybe just that adjusted EBITDA kind of positive inflection?

Go ahead, Karri.

Sure. Hey, good morning John, it's Karri. So as Ward stated, we're very excited that the mortgage business is continuing to grow right now despite the market conditions. The revenue headwind is really driven by a couple of factors. We've seen franchise sales just given what's happened from a macro perspective and how it's impacting mortgage just impacts the velocity of sales, doing some exciting things to try and jump start that, but that's a factor. And then as we provide some temporary relief to our mortgage franchisees as we, as they kind of go through this rough patch we're looking at deferring a little bit of that revenue and that's creating pressure on the top line as well. So those are the biggest headwinds. Kind of looking at the revenue contribution for the segment through the first half of the year kind of in that $7 million range, I think that's a reasonable estimate, a little bit higher than that maybe for the back half of the year. And then from a profitability perspective, the mortgage segment really has two arms to it, the legacy model franchise business which really has the nice 100% franchise business economics, that business is really kind of at or approaching breakeven. Where we're really investing is on the Wemlo side and the loan brokering system from a technology platform as well as the loan processing services. And so that's really where the investment is and so really looking at kind of breakeven probably the back half of next year or into the following.

Okay, very, very helpful. And then on the ongoing industry lawsuits, I know you guys are not at liberty to really comment on that. You guys have also, I mean clearly ramped up your legal costs and you've made the decision not to back it out of your adjusted results. I'm pretty certain that you can get a sense for that degree of spend, I guess, on the professional services within the OpEx breakout. But so first is that the right way to think about it? And then secondly, it does look like it stepped down and Karri, I think you actually mentioned a little bit lighter legal spend. Any sense for whether that kind of level holds, I guess, until there's resolution on the legal front?

Karri.

Yes. So John, you're right. I mean, as you can imagine the timing around these is sometimes difficult to predict and the quarterly run rate can be a little bit challenging. You're right, Q2 was a little bit lighter. As we look at the back half of the year, it's really going to be dependent. You're right in terms of the nature of the expenses, they are all professional fees associated with us vigorously defending ourselves and the timing in which some of the upcoming trial activity happens could impact us. So obviously if we really ramp up and some of that hits us in Q4, we're looking at probably some increased fund and maybe pushing us midpoint or below the guidance range. And if that pushes into next year, we could have some favorability going the other direction.

Okay. Thank you.

Hey, thanks so much. Just a couple of quick ones. So first on the, just a little bit more color on the EBITDA guidance changes between sort of revenues and expenses. How do we break out sort of what change before and I know you touched on it earlier, but would love to hear the delta this quarter.

Karri?

Yes, good morning Ron. So as we look at it, it still continues to be a really challenging time to try and forecast the full year. A couple of things to keep in mind. Last quarter we mentioned a couple of things with regards to where we were trending from a profit perspective kind of below and towards the bottom half of our pre-existing range driven by some expense unfavorability in Q1 related to our conference and bad debt expense. Those bad debt expense trends have continued into Q2. And just with the uncertainty from a macro perspective, that's creating a little bit of headwinds as well. And then from a cost structure perspective, some of the uncertainty around those legal expenses that I mentioned is also presenting some uncertainty. And then on the top line, I did mention a little bit with regards to the mortgage segment and then a little bit with respect to some U.S. agent count activity as well. So those are kind of the puts and takes. But given the recurring fee model, we feel like we've got a better shot in terms of our estimates and the revisions that we made represent our best estimates right now.

Got it, helpful. And then just on the cash conversion in the quarter, I was just looking at the operating cash flow was pretty light maybe, was there any one timers this time around just because I, it's running a lot lower than it was at this time last year. So maybe can you talk about any one timers there and what's the right sort of cash conversion we should be thinking about?

Karri?

Yes. So not any significant one time conversions, really just some working capital things that were kind of flew through in the quarter. I think as we look ahead, the 100% franchise model, there's a reason why we're franchised across both brands. And while the cash conversion is down a little bit from adjusted EBITDA to free cash flow conversion for the full year, we're still kind of looking in that that 50% range.

Got it. Sorry and if I could just sneak in one more. So we've talked about before the $100 million annual mortgage revenue target for the business and so forth. Just maybe can you -- how are you guys thinking about that, is that still on track? Is that something that could get delayed? Just any update on that longer term growth opportunity? Thanks.

Ward?

Yes I think that's still the long-term opportunity for sure. I think the macro economy right now and the lack of reprising the business because of sort of rate lock has changed the dynamic a little bit in the short-term. We hope that rates start to tick down. I look at the tenure and think there's some risk premium built into the mortgage rate today that if the economy settles and people don't think we're going to go into recession, I think there's room for rates to come down which would improve. Right? But we're focusing our franchisees on recruiting loan originators right now getting those agent relationships up that are the key to purchase money referrals. So as long as we continue to do that, continue to focus on the right people to sell to and we're finding some great realtor partners as we talked about on the call, large independent brands, rematches et cetera that we still think have interest rate now and we think that is going to lead to that long-term opportunity. It just might take a little bit longer.

Helpful. Many thanks.

The next question is from [indiscernible] with BBG. Your line is open.

All right that's [indiscernible].

Yes, we can hear you caller, please go ahead.

Great. Hey, thanks for taking the questions. I wanted to maybe dive a little bit more into the U.S. agent count trends here. Can you maybe just give us a little bit more flavor for the competitive landscape today? How are your agent counts sort of comparing to some of your competitors and I don't know if you want to sort of segment that by full service or other cloud based peers, but more color on that would be really helpful.

Nick why don't you start?

Sure. Overall, when you look at the industry as a whole, we're seeing some level of contraction just in overall agent licenses. But I've mentioned before, keep in mind that it's somewhat of a lagging indicator because license renewals on a statewide basis are typically a 24 or 36 months renewal process. And so if agents have elected to exit the business or many times if they are moving their license prior to a renewal, they will move it to a discount type brokerage or a no fee type of brokerage before they let it expire. So there is somewhat of a process that you generally see across the industry. But overall there is contraction. We see that amongst a number of competitors in the industry as a whole. Our reoccurring revenue model combined with the level of production that our agents do, helps us navigate changes in the market, plus our agents have twice as much experience and so the adaptability of moving through market conditions is a lot higher, but yet we're not totally immune to it. But overall we're not seeing the number of licensees go up in any part of the segment. For the most part it's going down.

Got it, okay. And then I guess for the -- just on the, I guess the new updated agent count guide, what are you sort of embedding here in the back half for the U.S. business? Because it seems like the strength is really coming from Canada, Canada, international, so could you maybe just talk about what you're sort of modeling in the back half for U.S. agent count here?

Nick?

I can start just in general and then Karri, if you want to talk about the modeling piece of it. You're right, Canada continues to be pretty incredible growth story and I think that's really driven by the amount of market share that we have across the entire country. We have a very strong number one position and in many areas across the country and very, very strong number one position. I think that helps contribute to the overall growth. As far as globally, I highlighted in the scripted remarks a couple of countries all of which have one common theme which is the culture, but yet there are some differences. Some are really investing in training, some have some economic incentives. Peru, for example, has a new reporting system which just helps more timeliness. So there are just a number of things that are unique when it comes to each country. Karri, do you want to talk about the modeling piece?

Sure. So if we look at agent count, we did adjust our agent count expectations given some of the strength that Nick was just mentioning across Canada and global And then as we look at kind of the U.S., we do expect that we're gaining a little bit of traction in the momentum with some of our growth initiatives and hope that what we've seen kind of in Q2 is stabilizing and on a year-over-year basis is going to improve a little bit sequentially as we get into the back half of the year.

Okay and then just quick last one, on the July numbers, is it fair to assume that the decline was driven by the U.S. business or did you see some decline in Canada as well there?

Yes. So when we look at the July numbers, that's a good way to look at it. I would say the July trend was pretty consistent with what we saw in Q2.

Great. Thank you so much.

Sure.

We have no further questions at this time. We'll turn it back over to Andy Schulz for any closing remarks.

Thank you, operator, and thanks to everyone for joining us on the call today. This does conclude our call. Have a great day.