Good morning, and welcome to the RE/MAX Holdings Second Quarter 2021 Earnings Conference Call and Webcast. My name is Tabitha, and I will 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 2021 Earnings Conference Call. Please visit the Investor Relations page of 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 two. 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, 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 second quarter 2021 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; Nick Bailey, President of RE/MAX; and Ward Morrison, President of Motto Mortgage. 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 three, we've posted record financial results in the second quarter, driven by a historically strong housing market, improved performance from our core operations and contributions from recent acquisitions. Continued execution on our strategy and the benefits of investments we've made in recent years are having an impact. With the recently closed acquisition of the RE/MAX INTEGRA North American regions, we're driving economies of scale and delivering a consistent, high-quality value proposition, and our greater size brings more opportunity to create shareholder value. We remain encouraged by trends in our key leading indicators. RE/MAX agent count growth as well as modeled franchise sales and open offices, we believe our strategy and investments set us up nicely for continued profitable growth. I'm very excited about where we are and where we are headed. Highlights of the second quarter include record revenue of $77.2 million and record adjusted EBITDA of $30.5 million, adjusted diluted EPS of $0.63, and net increase of over 8,000 RE/MAX agents year-over-year, highlighted by growth across the board in the U.S., in Canada and internationally and a nearly 30% year-over-year increase in Motto open offices. Turning to slide four. The landmark acquisition of RE/MAX INTEGRA's North American regions bring over 19,000 agents and 1,100 offices into our company-owned operations. On our February earnings call, we said, we believed we could double the size of our revenue, excluding the marketing funds and profit through executing on previously identified growth opportunities. The INTEGRA acquisition was one of those opportunities and gets us roughly 20% to 25% of the way toward achieving that goal, a great start. This acquisition, the most significant in our history given its size and cross-border market presence, is the latest step in…

Thanks, Adam. Good morning, everyone. Looking at slide six, overall agent count increased more than 6% year-over-year. We added over 8,000 agents worldwide since June 2020, with growth in each major geography. In fact, our combined U.S. and Canadian agent count is the highest it has been in nearly three years since Q3 of '18, despite the immense competition and the unusual circumstances of the past year. The strong housing markets in the U.S. and Canada are both an attraction and a confidence builder for agents. In the U.S., our agent count increased over 750 agents, up over 1% compared to last year. In Canada, our growth accelerated, and we added almost 1,800 agents, up more than 8% year-over-year. Our growth in Canada is particularly notable given our position as a market leader there. We believe the events of the past year have increased agent awareness on the importance of having a strong brand. Our national market share of more than 30% in Canada is a difference maker, especially during times of uncertainty. It is also one of the many reasons we're excited about the acquisition of INTEGRA's North American regions. These regions have experienced outsized growth in recent years and should be a positive driver in accelerating our overall organic growth rate. Right now, our focus is on integrating these regions as quickly and seamlessly as possible. The process which began right after closing is off to a terrific start. We're leveraging our experience with previous acquisitions to help these brokers and agents to maximize the advantages of our company-owned regional operations. There is tremendous amount of enthusiasm among the brokers and agents in these acquired regions, and their excitement is shared by everyone in the RE/MAX corporate organization, and we say welcome aboard to all of them. Turning…

Thanks, Nick. Looking at slide eight, the U.S. mortgage market continues to enjoy a tremendous year. Fannie Mae is forecasting in the U.S. will do over $4 trillion in mortgage originations in 2021, likely the second best year on record. This is good news for all mortgage market participants, including our Motto franchisees, many of whom are enjoying a strong year-to-date. That momentum has carried over into our franchise sales. We are selling at a brisk rate, just a touch under last year's record pace. It is the continuation of the successful franchise sales track record we have consistently achieved since day one. We will celebrate our five-year anniversary this October and during that time, we will have averaged better than one franchise sale per week. We are trending toward selling between 60 and 80 franchises in 2021, consistent with last year and in line with our expectations. Office openings have accelerated as expected. We are experiencing the echo effect of last year's inflection in franchise sales and are now witnessing a similar dynamic in office openings, which grew nearly 30% year-over-year in Q2. The Motto team does a terrific job of helping our franchisees navigate the licensing process and the multiple steps needed to get their Motto offices open. We make it as simple as possible, and it is a core part of the Motto value proposition. I'm proud of the great work so many of our Motto colleagues do behind the scenes. I know our franchisees certainly appreciate their efforts and it shows in our results. We now have 164 open Motto franchises, and we are within shouting distance of having 200 open offices by year-end. A big area of organizational focus for us is the successful integration of wemlo. We acquired wemlo last year in order to solve one of our franchisees primary pain points, finding steady, dependable and economic loan processing services. Since acquiring wemlo last fall, we have built out our marketing strategy, sales journey, project management and business operations structure. We continue to get licensed in more space with the goal of being licensed and as many of the 50 states as possible by the end of the year. We are also ramping up resources to handle processing for our anticipated model loan bonds. We're processing an increasing number of loans for a growing portion of the Motto network each month and are trending in the right direction. The best-in-class wemlo technology provides the only enterprise solution of its kind in the mortgage brokerage space. Although it was purchased primarily to support Motto franchisees, wemlo will continue to serve clients and market its products throughout the mortgage brokerage industry, providing an additional channel of growth for RE/MAX Holdings. With that, I'd like to turn the call over to Karri.

Thank you, Ward, and good morning, everyone. Moving to slide nine, a healthy housing market momentum in our core businesses, the continued impact of our investments and strong collections despite the pandemic, helped generate record financial performance during the second quarter. Our financial results exceeded our expectations in most categories, and we converted almost 70% of adjusted EBITDA into free cash flow during the past 12 months. With the recent closing of the INTEGRA regional acquisition, the corresponding refinancing of our credit facility and our key leading indicators pointing in the right direction, I believe we are positioned well for continued profitable growth. Total revenue was $77.2 million, an all-time quarterly high. Excluding the marketing funds, revenue was almost $60 million. Acquisitions increased overall revenue by nearly 3% as we are seeing year-over-year growth for both wemlo and Gadberry. FX listed revenue by just over 1%. Our organic revenue growth was up significantly. Given the pandemic and the fee waivers we employed a year ago, the year-over-year comparisons are not particularly meaningful. What I do think noteworthy is the momentum we see in our core business. Even after normalizing for the temporary COVID-19 fee waivers extended in Q2 of last year and setting aside broker fee, we still generated a mid-single-digit organic growth rate as many of our organic growth drivers contributed to the topline during Q2, including agent count growth, pricing model first, more targeted use of agent recruiting incentives to name the most notable one. If you exclude the booj legacy runoff, our organic growth improved by nearly another 100 basis points. The magnitude of our topline growth is what drives our margin, and we saw that in Q2. We believe we'll see continued mid-single-digit organic growth for the foreseeable future. Looking at slide 10. Selling, operating and…

Thank you, Karri. Looking at slide 12, we ended the first half of the year on a strong note with record financial results, encouraging trends in our business and the most significant regional acquisition in our history. We believe we have real momentum right now, and we are looking forward to an even better second half of 2021. With that, operator, let's open it up for questions.

[Operator Instructions] Our first question comes from the line of John Campbell with Stephens.

Hey good morning. This is James Hawley, stepping in for John Campbell. So on the INTEGRA deal, can you talk about how much was factored into the guidance for the back half? Is it just the annualized run rate and then taking five months' worth of that for the remainder of the year?

Yes. That's a very good way to look at it. So very consistent in terms of how we looked at guidance when we had the call back in June. The biggest thing that we've really updated in terms of our expectations in terms of the initial 12 months of contribution has to do with the successful refinance of the credit facility. So interest costs have come down a little bit. The biggest change is just looking at the adjusted EPS contribution. So we're looking at about $0.05 to $0.06 of improvement compared to the range that we gave back in June. But otherwise, pretty consistent in just taking an annualized run rate. [Technical Issues]

Okay thank you, that's helpful. We did see a sequential decline after the first time there. Do you think that's a product of that side of the business maturing? And could we expect the pricing weather being pulled on the international stage going forward? Just looking for some updates on the side of the business.

Yes. James, it's Nick. When we look at global, the one thing that we have been considering -- a short answer, no. We don't believe that it hit a maturing point that's impacting overall growth. But when we look at last year and we look at COVID, many of the countries still to this day are experiencing continuation of severe lockdowns that we believe is impacting growth overall, but we do anticipate a strong second half in that category. And like you mentioned, the growth is there, and so we believe some of it is just a temporary pause.

Okay, thank guys. Appreciate it.

Our next question comes from the line of Vikram Malhotra with Morgan Stanley.

Thanks for taking the question. Maybe, Karri, just to start with you. If you could just help break out in the quarter, what the contribution was specifically from Motto and some of the newer businesses you've added to the company? And just going forward, do you plan to break that out separately or create a new line item?

Yes. Vikram, it's a good question. In terms of how we break things out externally, we do show Motto separately. So very happy with how the mortgage segment in general performed this quarter. We've really combined both the operations of Motto and wemlo into that mortgage segment. I think one of the things that's a big differentiation in the business right now as part of the transformation is just the multiple different levers that we can pull. So mortgage contributed a little over 1% in terms of our overall topline organic growth for the quarter. So really happy to see that. In terms of -- obviously, still a little bit of investment in that segment, both legacy Motto as well as wemlo, continuing to ramp up at the wemlo business and happy about the performance there. In terms of some of the other pieces of the business, again, mid-single-digit organic growth across the business, excluding the impact of the fee waivers last year as well as broker fee. And some of the other businesses in terms of First and Gadberry, they're still relatively small. So just given the contribution that looking to break those out, but contributing definitely to the overall organic growth profile.

Just to clarify. So in the guidance, can you give us sort of a dollar amount or range for just maybe more combined with the other businesses?

Yes. So in terms of the full year kind of looking in the high-single-digit range in terms of annual contribution.

Okay. Got it. That's helpful. And then just building upon sort of the potential doubling of the revenue. You called out like a couple of different pillars of that. And I'm wondering if you can just update us specifically on fees that you may charge for the suite of services now that you can -- agents can leverage off of? And how you see that playing out specifically? And then secondarily, in that bridge, with the Motto accelerating, any updates to that bridge in terms of Motto contribution or growth?

Yes. So when we framed up the opportunity with respect to doubling the size of the revenue back in February, really split that between the real estate business and the mortgage business. On the real estate side of the house, I'm very excited about the acquisition of RE/MAX INTEGRA. That gets us a good kind of quarter of the way in terms of half that could come from the real estate side of the house. Obviously, other independent region acquisitions as well as monetization within the existing network as we think about continuing to leverage products like first continuing to ramp the Gadberry business, which we've seen a little bit of acceleration in just this quarter and other opportunities really provide some excitement on that side of the business. Specific to your question on the mortgage side of the business, we think that there is a tremendous opportunity there. We've said since the beginning of Motto that we think about 1/3 of the RE/MAX franchisees in the U.S. or roughly 1,000, is our total addressable market. But we've seen some acceleration recently in terms of Motto franchise sales to other real estate company participants. So other national brands, independent real estate companies and team. Keep in mind, there is 80,000 other independent and franchise brand teams and companies out there. So if you even just said another 1,000 potential from a TAM perspective to sell Motto, and then that doesn't even consider the capture from a wemlo perspective. So we do think that other $100 million on the mortgage side of the business is an exciting opportunity for us as we look to grow the business over time.

Great, thank you so much. And then maybe for Adam or Nick. If I heard you correctly, I think you said, obviously, you've grown the business through a lot of external acquisitions. But correct me if I'm wrong, but I think you said that you're still thinking or you could still potentially look at other areas that are adjacent to the business to grow? And just given where the leverage is, I'm just wondering if you can give us a little bit more color kind of are we done with the external growth or the -- as a bolt-on acquisition? Or is there more to come from here?

Hey good morning. We're always keeping our eyes on the market with respect to anything in the home ownership life cycle that could better provide a greater customer experience through our agent relationships that they have. One of the really exciting and important parts of our network is the fact that our agents help so many people each year to do such a great amount of business comparatively speaking to other agents. And as a result, they're looked at as the expert and the provider of that counsel to their customers very, very closely. So we do look at other opportunities to provide our agents and our franchisees the ability to provide additional types of service to the consumer. And as a result, yes, we are exploring other opportunities. Do we have anything teed up right now? No. We don't at this point. But our eyes are open, and we're always looking for how do we continue to enhance the transactional process and the homeownership life cycle.

Next question comes from the line of Ryan McKeveny with Zelman & Associates.

Hey good morning guys, thanks for taking the question. On the INTEGRA piece, can you just remind us whether any identified cost synergies are baked into that 12-month run rate EBITDA contribution? And if not, I guess, whether they are or not, how do you think about those cost synergies beyond just year one of the initial integration?

Yes, good morning Ryan, so those year one cost synergies are included. I think one of the things that we have learned already is that, that integration is going well, and we'll continue to optimize the cost structure and make sure that we're doing everything that we can to support our franchisees and our agents and continue to look at additional levers that we can pull over time as those operations really do get combined in both the U.S. and Canada.

Got it. And for Ward, on the mortgage side. So within the wholesale channel, the price war going on, and obviously, from the wholesaler perspective, gain on sale margins compressing pretty meaningfully. And I guess it's -- I think it's fair to assume that that's creating a pretty attractive value prop for mortgage brokers to pass along pretty good rates to the customer. So I guess I'm curious if you're seeing that directly within your mortgage broker network and also on this point, in terms of the interest list, are you seeing new folks explore the broker channel either given what's going on or just regardless of what's going when you look at kind of the interest list of who might be exploring the idea of amount of franchise today versus, let's say, a year or two ago?

Thanks, Ryan. Yes, all of the above. I think the broker channel continues to grow. We're bullish on it. I think some of it is the price wars out there, which makes it fantastic for our Motto franchisees. They are using that tool of pricing to gain business. Year-over-year, our volume is up almost 70%, 72%. So we're seeing great increases, and I tie that a lot to the right for that's going on. But we continue to try and emphasize and I think the wholesalers are trying to emphasize brokerage in general. So they're supporting us as Motto -- selling more Mottos. They love the fact that we're tied to real estate companies where the purchase money referrals happening because they all know refis are going to go away soon. And the question is, who's going to have the purchase, and we're seeing Mottos have the purchase. Just an example, we sold to some national other brand teams, and they're having great success, great capture. And it's exciting for them to participate in the lucrative nature of mortgage, and they're sharing that they're being becoming validators for us. And we think it's just a testament to the overall broker channel.

Great, thanks very much.

Your next question comes from the line of Tommy McJoynt with KBW.

Good morning guys, thanks for taking my question. So you noted that Gadberry is profitable and some of the other recent tuck-in acquisitions are getting close to profitability. Could you just remind me of the business model there? Are those a la carte options for agents? Are they recurring monthly subscriptions or more transaction based? And what do the margins look like there longer term?

Sure. So from a First perspective, that's a subscription model. So I think the exciting thing there in terms of revenue contribution per agent is that it takes up our revenue contribution per agent by about 20%. It's about $500 of incremental revenue per agent to the top line on an entirely recurring revenue-based model. In terms of Gadberry also, generally recurring, those are contractual terms and recurring in nature. They roll through our franchise sales and other revenue line item. And then on the wemlo side, the thing from that perspective is while it is more transactional, it very much balances out the Motto revenue, which is 100% recurring. So the wemlo revenue is tied to the number of loans that are processed through the wemlo platform. And so that is a fee per transaction cost. So anywhere kind of between $700 and $1,100 per file and that tied to transaction. So as we look at scale over the long term, again, with Motto and wemlo being combined, we think that, that business over the long term has the same margin characteristics as the RE/MAX brand as we look over time and scale consistent with what I was talking about earlier. And then from a First and a Gadberry perspective, still very excited about the opportunities there a little bit earlier in the pipeline, but definitely contributing to the overall value proposition.

That's great detail. Are you guys seeing any or expecting any outsized attrition of agents from the conversion from INTEGRA to the owned franchise? I don't know if you've looked at previous acquisitions and kind of what's normal? And how INTEGRA is progressing so far?

No. Overall, we don't. Because keep in mind, we have the same franchisees that were part of the RE/MAX system, and we have a number of the key leaders that will remain in those positions moving forward. So more about the synergies of scale of bringing them all under our umbrella, but still independently operating as they were prior to, so no.

Great, thanks. And then just last one. Is the incremental margin on broker fees, the 1% of commission that flows up for the owned regions, does that come on at nearly like 100% margin? Or are there any actual opex there in terms of processing or supporting those transactions?

The vast majority of that does flow through, but obviously, we look at just how we need to support the business and the franchisees that we're collecting that money from. It's all kind of tied through the -- from that perspective as well.

Great, thank you.

Your next question comes from the line of Stephen Sheldon of William Blair.

Alright thanks, good morning. It's been two quarters of strong sequential agent growth in Canada, and you've added, I think, over 1,000 net new agents there so far this year. And I know the strong market position that is helping, but is there anything notable that you're doing to drive the increased recruiting traction in Canada?

Yes. Similar to the U.S., obviously, we have a focus on a lot of the programs that have been been rolled out over the past several quarters that are impacting it. But I think the key thing in Canada that as you know, it's a very strong real estate market, but what really helps us drive that growth during a strong market is the amount of market share that we have across the country. I mean, on average, it's over 30%. And so to have that strong of a market share position, we see that in markets even here through the U.S., those markets where we have the highest percentage of overall market share, make it easier to recruit and grow in strong markets all around.

Got it. And then I guess for Karri. I think a couple of quarters ago, you talked about the technology acquisitions and a drag to earnings this year and then becoming a tailwind to earnings in 2022. I think if I remember correctly, but close to maybe $10 million. Any updates on how your thoughts there, especially with the better-than-expected bottom line performance you talked about for these assets so far this year?

Yes. So great question, Stephen. I think we're very excited still about all of the acquisitions. Some of them, as I noted, with Gadberry seeing some shift to profitability a little bit sooner, continuing to still invest across the board, not only Gadberry, but First and wemlo as well. We said that -- back in February that assuming that the housing market hangs in there and that there's no disruption from a macro perspective, we'd be disappointed next year if we didn't see kind of an incremental $10 million increase in profit holistically across the organization. And we still, at this point, feel excited about that and think that, that's doable. That obviously doesn't include INTEGRA and any contributions for INTEGRA. I mean obviously, we're not providing guidance for 2022 at this point in time, but still feel good about that initial $10 million and an additional $10 million on top of that as we look at the first six months of contribution, 6.5 months of contribution for INTEGRA next year as well.

Great, thank you.

Your next question comes from the line of Matt Gaudioso with Compass Point.

Hey good morning, thanks for taking my questions. Maybe one for you, Nick. On the First app and the recruitment piece of that, it would be great to just hear what you're envisioning for that? What capabilities that brings to the franchise owners? And just to clarify, did you say that, that would be offered for free to franchise owners?

Yes. To answer the question about cost, it is going to be free to our franchisees, at least the recruiting functionality piece of it. We're just leveraging the complete stack of First by taking what we have within G73 and and being able to connect it in a way that we can create a mobile push environment for recruiting. So when we get specific to the functionality, franchisee can determine which agents they would like to co-follow in their market, and they'll see activities when their recruits get new listings or closed listings. They'll be notified within an average of 7.5 to eight minutes from the time those changes are made within the MLS so that they can increase communication and drive the recruiting process. And so it's really kind of a first to market in the industry the way that this has been developed to keep the activities of the potential recruits and to make one to two touch communication available to the franchisees. And we believe that it is a winning formula to the first two out of five steps of recruiting.

Got it. That's helpful, and we'll be exciting to see how that shapes up. Maybe one on capital allocation, Karri. Just wondering what you taking the leverage ratio of -- do you have any kind of target leverage ratio or other target metrics that you're aiming for? And how quickly do you expect to pay that debt down?

Yes. So a great question. Historically, we've said, from a leverage perspective, four times on a gross basis, three times on a net basis. That's kind of where we're sitting now, but obviously, still have the $100 million of cash on the balance sheet, and then the strong free cash flow generation nature of the business. You add INTEGRA on to that, and it just further strengthens the cash flow generation of the business. So I think from a debt perspective, pretty happy with where we are right now. We think we have really optimized the balance sheet a little bit and the success that we had in terms of the refinance was good, just given the ability to bring some of the interest costs down and diversify our investor base on the debt side and improve the terms of the facility as well. And so I think from a leverage perspective, we're pretty happy with where we are. I would look at cash generation and other avenues to use for allocation going forward.

That's helpful, thanks.

At this time, there are no further questions. I'll turn it back over to Andy Schulz for closing comments.

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

Thank you. Ladies and gentlemen, you may now disconnect.