Good morning, and welcome to RE/MAX Holdings Third Quarter 2020 Earnings Conference Call and Webcast. My name is Tekah, and I will be facilitating the audio portion of today's call. At this time, I would like to turn the call over to Andy Schulz, Vice President of Investor Relations. Mr. Schulz?

Thank you, operator. Good morning, everyone. And welcome to RE/MAX Holdings Third Quarter 2020 Earnings Conference Call. Please visit the Investor Relations page of remax.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, financial measures and outlook, brand expansion, competition, technology, housing and mortgage market conditions, including statements about recovery of those markets, capital allocation, dividends, 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 third quarter 2020 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 Adam Contos, our Chief Executive Officer; Karri Callahan, our Chief Financial Officer; Ward Morrison, President of Motto Mortgage; and Nick Bailey, RE/MAX Chief Customer Officer. With that, I'd like to turn the call over to RE/MAX Holdings' CEO, Adam Contos. Adam?

Thank you, Andy, and thanks to everyone for joining our call today. Looking at Slide 3. RE/MAX Holdings had a very encouraging third quarter. Execution of our strategy, continued investment in our businesses and a focus on profitable growth, alongside the housing industries remarkable run has helped our business recover quickly. We believe we've recaptured the momentum we had at the start of 2020 before the pandemic upended everything and that we are well positioned for future growth. Overall, I'm proud of our results. I'd like to thank our entire team for their continued diligence, dedication and perseverance amid these historic conditions. Highlights of the third quarter included revenue of $71.1 million, adjusted EBITDA of $30.3 million, adjusted diluted EPS of $0.64. Total RE/MAX agent count increased, up over 5% and finished at almost 135,000 agents. Motto franchise sales continued at a record pace, and we completed 2 exciting tuck-in acquisitions, wemlo and Gadberry Group. Turning to Slide 4. I want to talk about our overall M&A strategy and then provide a bit more color on our third quarter acquisitions. We're very fortunate at RE/MAX Holdings to have 2 accomplished seasoned industry operators in Ward and Nick, as well as a strong team behind us. Together, we continue to surface creative ideas on how to grow our company, both organically and via acquisitions. M&A has been an important part of our growth strategy for many years. Much of our focus over time has been on reacquiring independent regions, but we also continue to explore intriguing and complementary opportunities in and around our core businesses of franchising, mortgage and real estate. Ultimately, as part of our ongoing and disciplined capital allocation process, we focus on those opportunities that we believe have the highest value-creating potential. A key objective of our M&A…

Thanks Adam. Moving to Slide 6. Motto had another quarter of strong results, accelerating franchise sales and the acquisition of wemlo were the highlights. First, robust franchise sales continued. We sold 70 franchises on a trailing 12-month basis through September 30, a record. And through the first 9 months of 2020, we have nearly matched our full year sales total for 2019. We have multiple marketing efforts still scheduled for the remainder of 2020, and we remain focused on leveraging our existing franchise base for referrals. Both efforts continue to yield positive results. Our market presence continues to grow as word of mouth about our many successful franchisees have contributed to our momentum. The other headline from Q3 was the exciting acquisition of wemlo that Adam mentioned. Based near Fort Lauderdale, Florida, wemlo's products uniquely combine third-party loan processing with an all-in-one digital platform, providing customers, software and services. wemlo's innovated system automates and streamlines processing tasks and is marketed and sold to mortgage brokerages and loan originators across the country. Processing support has traditionally been one of the biggest pain points in the mortgage brokerage channel. Brokerages across the country struggle to recruit and retain talented loan processors, whether they're in-house or third party, which can negatively impact turn time and quality. Simultaneously non-standardized and often outdated mortgage systems present challenges. Wemlo's technology helps solve both issues. First, its automated tasks at speed and efficiency. Second, its intuitive framework enables loan processors regardless of experience to efficiently manage workflow and provide a high-level of service to loan originators. The result is a streamlined solution that enhances the experience for the consumer and they can be tailored to meet the needs of any size mortgage brokerage. The wemlo platform also helps solve the industry problem of technology fragmentation as it…

Thank you, Ward, and good morning, everyone. Looking at Slide 7. Agent count rebounded nicely during the third quarter with sequential growth in each month. We added over 800 agents in the U.S. and Canada combined since June 30. Importantly, about half of the total was from our company-owned regions. Despite the pandemic, we have brought a tremendous amount of focus to recruiting and retention over the past year, and we believe our efforts are paying dividends. We craft unique comprehensive recruiting campaigns quarterly and they have contributed to our recent success. We continue to challenge virtually every facet of the organization, our value proposition and how we partner with our brokers to ensure they're taking full advantage of the many competitive advantages that RE/MAX has to offer. Strong agents and teams create strong offices. Our business endured during The Great Recession and now during the pandemic by not cutting costs, but by providing value. At a time when average agents and teams are looking to low service, low fee models, RE/MAX really stands out by focusing on productivity. We want agents to be drawn to what we offer and what RE/MAX offers is about making money and selling more real estate. We also see this success playing out internationally outside of the U.S. and Canada. During the third quarter, we hit a milestone by surpassing 50,000 agents internationally for the first time ever. This represents a doubling of our total from just 5 short years ago. We've got tremendous momentum worldwide and believe that this will continue to be a strength in our growth strategy. Now turning to Slide 8. Over the past couple of years, we've added many talented colleagues and powerful technology and functionality as we've acquired booj first and now Gadberry Group alongside our very experienced…

Thanks Nick. Good morning, everyone. Turning to Slide 9. We had a strong third quarter and it was encouraging to see the sequential increases in our key leading indicators. RE/MAX agent counts especially in company-owned regions and Motto franchise sales. Revenue, profit and margins all recovered from earlier in the year, and our cash flow generation remains solid as we converted almost 70% of adjusted EBITDA into free cash flow during the trailing 12-month period ended September 30. We also expect our recent acquisitions of wemlo and Gadberry to broaden our revenue base and enhance our future growth opportunities. Total revenue was $71.1 million, a decrease of approximately $500,000 or just under 1% compared to the third quarter of 2019. Excluding the marketing fund fees, revenue increased 0.5% to $53.8 million as higher broker fees stemming from higher existing home sales, incremental revenue from acquisition and model growth offset the impact of previously announced agent recruiting initiatives and lower agent counts. Recurring revenue streams, which consist of continuing franchise fees and annual due, decreased to $1 million compared to the third quarter of 2019, and excluding the marketing funds, accounted for 61.3% of revenue in the third quarter of 2020 compared to 63.5% in the comparable period in 2019. Looking at Slide 10 selling, operating and administrative expenses were $28.2 million in the third quarter of 2020, an increase of $3.7 million or 15.3% compared to the third quarter of 2019, and excluding the marketing funds, represented 52.5% of revenue, compared to 45.7% in the prior year period. Selling, operating and administrative expenses increased primarily due to higher equity-based compensation expense, increased headcount principally from acquisitions, entire legal fees, partially offset by cost-saving measures implemented in 2020, many of which we expect to remain in place through the end of…

Thanks Karri. Moving to Slide 13. We ended the fourth quarter with positive momentum, and we're encouraged to see the positive trends in our key leading indicators as well as the continued strength in housing. Our end markets are enjoying a nice tailwind right now, and we have made some targeted strategic moves to capitalize on those dynamics. As we continue to execute on our strategy and make strategic investments to support our long-term growth, we believe we are well positioned for the future. With that, operator, let's open it up for questions.

[Operator Instructions] Your first question comes from Ryan McKeveny of Zelman & Associates. Your line is open.

One quick one on the agent cap growth. So nice to see the sequential kind of uplift, both in the U.S. and Canada. I'm curious when you look across the country geographically, obviously, housing has picked up in a meaningful way across the vast majority of markets. But I'm curious when you kind of dig into things, are there any specific states, regions or anything geographically you can point to where you guys are either incrementally focused or seeing stronger or better performance relative to other parts of the country? That's my first question. And then secondly, one for Karri. On the expense side of things, so personnel costs, the first 3 quarters this year, I think, have averaged around $16 million a quarter. And I think there's some benefit in there from kind of the COVID actions, especially in 2Q. I'm curious, without giving specific guidance or anything on 2021. But I'm just curious with the different moves you've made related to those COVID actions this year and what comes back and also some of the M&A side of things, how we should think about the personnel expense side of things into next year relative to this year?

Sure. Ryan, thanks for the question. I will have to answer your second question first and then pass it over to Nick on the agent count side. So yes, I mean, we definitely in conjunction to pandemic did put into place some cost containment measures that did impact our personnel. We're definitely in the planning process for 2021, and we'll continue to provide more guidance as we look ahead next year. A couple of things though that I can talk about for next year that will impact personnel. You mentioned the acquisition. We're really excited about both of the acquisitions. Over the - we're waiting to see really how quickly we can ramp some of those up. Obviously, wemlo being a younger company, more of a start-up, Gadberry more established, but if we look at what we're really focused on next year is the revenue ramp, I really think that both acquisitions could be kind of 8 digits over time in terms of revenue contributions. And then on the cost structure side, we'll continue to manage investments, both on development and sales resources, as I mentioned, as well as loan processing. So really a lot of excitement there. We'll have more visibility there. And then lastly, with regards to personnel, there was some equity-based compensation that was issued in conjunction with those acquisitions. Do expect that equity comp will increase on a quarterly basis, call it $1.50 million to $2 million that will run through personnel per quarter going forward. So with that, I can turn it over to Nick to talk about the agent count.

Yes. Thanks, Karri. Ryan, first off, we're obviously very pleased with where agent count is going and the investments we're making in our growth initiatives and engagement from our network continue to show signs of success. As far as specifically the question around the country, obviously, our footprint is very large, and there's not one particular area that we could point to, 1 or 2 that we see it coming from. It's fairly consistent across the country. But usually, what we see and what we continue to see is the Midwest always doesn't fluctuate as much as the coast lines. And so all around the country, the coast lines usually have the highest amount of growth, they have the highest amount of contraction when markets change, and that has been consistent for us this year as well.

Our next question comes from Vikram Malhotra of Morgan Stanley. Your line is open.

Maybe just first one on the agents itself. You've obviously spent and acquired various platforms and tools to help position the agent kind of to drive incrementally more growth. I'm just wondering sort of at a high level, where are you in this process of bolt-on acquisitions or new programs or technology to kind of help position the agent in a place where you'd like? Where are you in that process? Is there more to go? Do you see more bolt-ons from here on? And then which sort of now positioning the agent to kind of both - kind of be a competitor in the brick-and-mortar space and maybe in the newer kind of platforms that people talk about in terms of intermediation. I'm just wondering where are we in this whole process of bolt-ons and positioning agent for the future?

Vikram, it's Adam. Great question. Thank you. The reality is, I don't think we're in a polarized either or marketplace with respect to agents. I think what the future holds and the direction that we are headed is taking great agents and making them extraordinarily efficient. So when you look at the amount of effort that goes into getting a listing or helping a buyer win a contract on a purchase, it takes a great deal of skill as well as a great deal of data and insight into the transaction itself. And all of our bolt-ons are pointed towards how do we help great agents do more business through efficiency and the use of big data. So that's really what we've been working on behind the scenes quite extensively and everything from the first app to - on the Motto side with wemlo where we control lot of the efficiencies, we control a lot of the information behind the scenes in order to help our agents do what they do best which is that work with the customer in a highly emotional process of the home buying and selling situation as well as being that expert counselor during that process and leading in and out of that process. So we're just - if you can think of utilizing the available data, utilizing the infrastructure and all of those key points that are out there, getting rid of the noise and helping them focus on what matters in order to create the efficiencies and effectivenesses in the home buying and selling process as well as the mortgage process. Nick, do you have anything you want to add to that?

Yes. Add a couple of things. You talked about disintermediation. I think what this year has shown the entire industry is the agent is at the center of the transaction. And if you look at the Millennial Group, which is the #1 demographic of first-time homebuyers, are using agents more than any other generation. And so the agent continues to be first and foremost. As we position them, though, a couple of things that we're seeing. I mean, we're less than a year since we've launched booj and some of the other products. But we're positioning agents to make sure that they are at the heart of the consumer experience. And so we've seen an increase in leads of 121% in less than a year of launching a product as well as increased traffic and usage of all the tools that help connect the consumer to the agent. And we believe that's exactly where we need to position the agent moving forward.

And then how does this translate into sort of pricing par for RE/MAX with respect to sort of dues and franchise fees? Can you remind us what's the - with all the tools that now you've provided for the agents, what's the net increase, whether it's fees or dues? And is there an ability to sort of start to have a program where you systematically increase this going forward, even if it's just very modest fee?

Yes, Vikram. So I think that's a great question. I definitely would point to our first half. It's something that we're really excited about. As Nick mentioned in our - in the scripted remarks, thousands of agents now using that app and the initial analysis that we've done, we're seeing some productivity lift. Now as we think about pricing on first and you think about the overall revenue per agent contribution, it's definitely significant, kind of 20% uplift in terms of revenue, in terms of people that are utilizing that. And then obviously, pricing continues to be an arrow in our quiver as we continue to expand the value proposition. And so we're always evaluating as we're enhancing the value what levers can we pull in terms of pricing because we do think in times of a healthy housing market, that's one lever that really can help propel us back to that kind of low to mid single-digit rate of organic growth. And the third quarter was a step in that direction. And all of the acquisitions that we're doing is really focused on accelerating that top line performance.

And then just last one, if I may. Where - I'm sure I can do some calculations to get the number. But if you have it handy, where is agent penetration today for RE/MAX versus, say, a few years ago, and specifically, if you can give us some examples of where this penetration is in the regions you acquired over the last few years?

Yes. So in terms of kind of agent count as a percentage of NAR, we've been pretty consistent. But I think the thing that's really important to realize, right, is that RE/MAX isn't for everyone, right? We like to say that a RE/MAX agent can work anywhere, but not any agent in the industry is going to work at RE/MAX. And so we've been pretty consistent in that 5% of NAR. Transactions, market share has also been pretty consistent. You mentioned some of the acquisitions. We continue to have some outside penetration, especially up in the Northeast, we had a lot of opportunity to grow market share in New York and we successfully executed on that opportunity. And so I think everything that we're doing in terms of enhancing the value that we provide, really focus on - focusing on enhancing the tools that improve productivity are really all kind of in the right direction as we focus on the productive agent.

Thank you the next question comes from Anthony Paolone of JPMorgan. Your line is open.

My first question is, I think, Karri, you mentioned each of the acquisitions, you felt like they had 8-digit revenue potential. Just wondering how if you could put a little bit more color around our time line or just what we should be looking at to see if that's on track? Or what that looks like over time?

Yes. So I mean, just to frame that a little bit on the wemlo side, if you think about the just Motto network, last year, the Motto network did - served about 5,000 families. So there's about 5,000 transactions. Given the momentum that we're seeing in Motto, looking to double that this year, we believe given the momentum from that business, that could even double into the future. And then you couple that with pricing in terms of loan processing services, kind of in the $700 to $1,000 range per file. And so that's how we can just kind of frame up what we think that opportunity looks like. Now obviously, we are aware and Ward can jump in here as well, but there's constraints just in the market in terms of hiring, just given the strength of the mortgage market right now. And that's really what we're focused on as we think about rolling out the products to the network, to the Motto network, and then also more broadly throughout the mortgage brokerage channel. And so once we have a little bit more visibility on that, we'll be able to provide some more color in terms of timing of that revenue ramp. Ward anything else on Motto that you've hit on?

No, I think you hit on the fact that we will be selling outside of Motto. So that opens up the market. Thinking about the mortgage broker channel, we're still bullish on it. It continues to grow. We'll probably finish a little bit above 20% market share this year and probably almost $8 million loans. So the mortgage broker channel has potential, and that's where we think wemlo not only was in the Motto network which is very important to service our current customers, but does provide us opportunity outside the Motto network, just like we're signing Mottos outside of the network, it definitely opens up the total addressable market.

That's a great point. And then on the Gadberry side, it's just a more well-established company, a little bit larger revenue base to begin with. Again, we'll have more visibility in that in February as well. But if we think about how we can leverage that to further support our RE/MAX base, really improving the quality and the quantity of leads that are generated and other opportunities there, we'll have more visibility in that in February as well.

And then just, staying on Motto for a minute. It seems like the sales are going real well. The opens - you only opened I think 6 from - in the last quarter, what was the lag time line there? Or is it just the timing matter to get them open or how does that work?

There's couple of factors going on. We have had some slowdowns in state agencies as it related to COVID. So licensure has slowed down a little bit at the state level. The other thing is we did have quite a few investor sales in that sort of quarter. And because of that, the market being still frothy on the mortgage side that some of them getting their qualified individual to open up has been more difficult than, let's say, prior quarters. So we really made a new focus recently on getting back to selling to mainly real estate companies and real estate teams. And we're already seeing their ability to reprove that qualifying individual is much easier in this marketplace because they have the transactions and people realize we're going to move out of the refi market into a purchase market at a certain point on being around real estate agent is going to be key. So I think we're going to see the open start to accelerate in Q4. And I think we'll be able to move the needles little bit more than we have. So it is being COVID-related with some of it now, but I think our new focus on some of those other people will allow us to open more quickly.

And then just last question. You made a couple of these acquisitions. And so I'm just trying to understand like how should we think about just CapEx, I guess, either for the year or maybe just outside or it all amounts from the acquisitions that you outlined?

Yes. So in terms of CapEx for the year range right now, kind of in the $9 million to $11 million range. Again, as we move forward and finalize our plans for next year, we'll have more visibility on that in February.

Your next question comes from Tommy McJoynt of KBW. Your line is open.

Sticking on the topic of Motto. I think last year, it was on an EBITDA basis. I think it lost about $2.7 million. Any sense of what this year is going to shape up to be as that business continues to scale?

Yes. So I mean, we're still anticipating Motto will be a net investment this year, but that net investment is declining. What we're really excited about, if you go back to 2016 when we launched Motto, we've been saying pretty consistently that we thought that given the focus on driving the top line performance, we thought that we would turn over to profitability and hit breakeven in the middle to back half of 2021. And even with COVID and everything else, and we're still on track, we believe, at this point for that.

And is that assuming the current sales pace or in terms of offices that get opened stays pretty constant around about 50 to 60 per year?

Yes. That would be pretty - yes, correct. And we think we really have to sort of reached to a reflection point. We've been trailing 12 months selling about 70. So we have seen an increase. I think some of the - even the virtual events we've been doing - what we do we call it virtual meet models. We're having 3 coming up very quickly. We just have 2 more remaining. Some of those have been actually even better than some of the in-person events we've had. So the attendance has been fantastic, our validating or putting on the rate, so I still think sales - 10s of models, but above 50 into that 60-plus range is very, very doable moving forward.

And then just last one, looking at the broker fee revenue line, obviously, had a very strong third quarter as time sales rebounded. Was there any impact? What was the contribution from the brokers that selected - or the agents that selected to pay later option from earlier in the year?

Fee was nominal, Tommy. The vast majority of our franchisees selected the pay now option. So that really didn't have a material impact on the broker fee performance.

Your next question comes from Mathew Gaudioso of Compass Point Research. Your line is open.

Just a question on the international piece. Obviously, another solid quarter there with agents above 50,000. Just wondering if international real estate markets recovered in a similar manner to the U.S. and then just wondering if you have any later thoughts on kind of developing these technology solutions to monetize on the international agent front?

Yes, thanks, great question. We have been very pleased with the global growth. Notably, Europe has done very well. And we have pockets, Portugal, Brazil, Turkey, Peru, Paraguay, those all are standout regions for us that have grown. What we're seeing that has been similar is the recovery by most markets in some countries, it varies. However, in general, housing being deemed an essential service has pretty much gone through most of our countries just as it has in the U.S. and when you look at some of the unemployment numbers in some of these countries, it's driving people to the real estate industry, and they're looking at franchise instead of unknown. And so that's the big piece that's pushing it as well. As we continue to expand the tech offerings, it's too early to get overly specific on global, but it is a discussion and opportunity for us to consider taking our tech assets outside of U.S. and Canada and looking at ways to monetize those possibly. But a little early to give you more detail on that.

Shifting gears, on First, you mentioned that there were 3,000 paying customers. Wondering what the demand looks like or kind of where do you think penetration for first can ultimately go in your network?

I'll start on that one. As I mentioned in the remarks, it's coming up close to a year. And so we're watching very carefully, not only the usage, but the productivity and early signs as we've just recently seen is the average user. First user is significantly more productive than a non-First user. And so as we get more detail coming up to year-1 of launch, I think that being able to take that message to the network to show where people can gain inventory matches beautifully to what's happening in the industry because we have an inventory storage. And we have a tool that seeks out and finds inventory for agents. So I think those 2 things coupled together going into next year, we're optimistic about increasing overall usage and adoption.

And I think one other thing that I would just add to that is that when we look at M&A opportunities. We're also looking at opportunities that can be synergistic across both brands. So in addition to what Nick was talking about, we do think that there's opportunities for First on the Motto side and other opportunities that we can leverage that technology to continue to help our franchisees and our agents both grow their businesses across both brands.

There are no further questions at this time. I'll turn the call back over to the presenters.

Thank you, operator, and thanks to everyone for joining the call today. This concludes the call. Have a great weekend.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.