RE/MAX Holdings, Inc. ($RMAX)

Good morning, and welcome to the Real Brokerage, Inc. conference call to discuss the proposed acquisition of RE/MAX Holdings. [Operator Instructions] I would now like to turn the call over to Ms. Alix Lumpkin, Chief Legal Officer at Real. Please go ahead.

Thank you, and good morning, everyone. We appreciate you joining us on short notice. With me on the call today is Tamir Poleg, Chairman and Chief Executive Officer of Real; and Ravi Jani, our Chief Financial Officer. Following our prepared remarks, we'll open the line for questions. Please note that this call may contain forward-looking statements within the meaning of applicable securities laws. These statements reflect our current expectations but involve known and unknown risks and uncertainties. Actual results could differ materially from those anticipated. I'd encourage everyone to review this full disclaimer in our press release, investor presentation and the risk factors in our public filings. Please note that this call is not an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval. We urge investors and security holders to read the management information circular and the registration statement on Form S-4, including the proxy statement prospectus that will be contained therein and all other relevant documents filed with the SEC on EDGAR and with the Canadian securities regulators on SEDAR+ or sent to shareholders as they become available because they will contain important information about the proposed transaction. In addition, Real, RE/MAX and their respective directors and executive officers may be deemed to be participants in any solicitation of proxies in connection with this transaction. Information regarding their interest of these participants can be found in Real and RE/MAX's most recent management information circular or a proxy statement filed with the SEC on EDGAR and with the Canadian securities regulators on SEDAR+. In addition, there is an accompanying slide presentation for today's call, which along with our press release and filings with the SEC and on SEDAR+ may be obtained from our website at onereal.com. With that, I'll turn it over to Tamir.

Thank you, Alix, and good morning, everyone. This morning, we announced that Real has entered into a definitive agreement to acquire RE/MAX. This is a transformational combination. One that unites the most iconic brand and largest franchise network in real estate with the most innovative technology and fastest-growing major public real estate brokerage. Together, the Real RE/MAX group will be a leading technology-enabled global real estate platform. This is the moment Real has been working towards since our inception. Real was built on a simple conviction. The technology can fundamentally change the economics of real estate for agents, for franchisees and for consumers. RE/MAX was built on a different but equally powerful conviction that a trusted brand and an entrepreneurial franchise model can deliver superior results for agents and clients around the world. 50 years of RE/MAX history validates that model. And we believe that the combination of these two platforms creates something meaningfully differentiated against anything else in the market with significant upside potential. On a pro forma 2025 basis, the Real RE/MAX group would be the fastest-growing publicly traded brokerage in the industry with approximately $2.3 billion in revenue and $157 million in adjusted EBITDA. The combined company's powerful technology, scale and iconic brand power will drive more value to agents, franchisees, consumers and shareholders than either company could do alone. Turning to Slide 5. Let me walk through the transaction terms on this slide. We are acquiring RE/MAX for an enterprise value of $880 million. For Real the transaction multiple reflects approximately 9.4x RE/MAX 2025 adjusted EBITDA before cost synergies and 7.1x after taking into account an expected $30 million of annual run rate cost synergies. Importantly, this transaction is happening in a market environment that remains [indiscernible] a historical trough for existing wholesales, meaning RE/MAX earnings today do not reflect a normalized housing environment. This gives us conviction that this is a compelling entry point with significant earnings upside potential as the market recovers. The transaction structure provides RE/MAX shareholders with the benefit and optionality of both value upside and value certainty. RE/MAX shareholders can elect to receive 5.15 shares of Real RE/MAX group for each RE/MAX share they own. Alternatively, RE/MAX shareholders may elect to receive $13.80 per share in cash, subject to proration such that the aggregate cash proceeds for RE/MAX shareholders will be no less than $60 million and no greater than $80 million. Existing Real shareholders will receive 1 share of the new Real RE/MAX group for each real share owned. The transaction is expected to close in the second half of 2026, subject to regulatory and shareholder approvals from both companies as well as the approval of the British Columbia Court, Real's current home jurisdiction. This enthusiasm we and RE/MAX have for the transaction is clear with some of the largest shareholders of both companies having already agreed to vote for it. RE/MAX founders, Dave and Gail Liniger have inspired and grown an extraordinary company. And their excitement about the combination gives us even greater confidence in the upside we can create together. On this point, I want to say one thing clearly. The RE/MAX brand is not changing. RE/MAX is an iconic, globally recognized franchise, and it is an important part of this combined company. We will operate RE/MAX and Real as distinct businesses under one platform. That is the operating philosophy we are committed to. Moving to Slide 6. Slide 6 lists the 5 strategic pillars that underpin the combination. Let me dive into more details on each. Slide 7. First and most fundamentally, this is a combination of 2 highly complementary businesses, Real brings the growth velocity of a modern AI-enabled asset-light brokerage as well as proprietary technology, a vibrant agent community and a scalable operating model. RE/MAX brings a global franchise network significant brand equity and the recurring revenue and compelling margin profile of the Capital Life franchisor. These models do not compete, they complement. Real RE/MAX Group will be the only major real estate company offering both cloud-based brokerage and global franchise office network, and it will benefit from two of the industry's strongest agent cultures on one platform. Agents who drive in the in-office franchise environment can continue to do so under the RE/MAX brand and agents who prefer the flexibility and economics of a cloud-based model can continue to do so under Real. Let me share more. Turning to Slide 8. The combination will create a compelling and differentiated value proposition for every stakeholder in the ecosystem. For agents, this is about choice and better tools. RE/MAX agents will keep their brands, their franchise model and their existing economics. Real agents will keep their model too. What changes is that both aging groups will now have the support of a significant larger platform. Both will have access to advanced technology, expanded product offering and ancillary income streams, including mortgage, title and fintech services. We are not asking agents to change what works for them. We are adding to it. And we believe that, that makes agents value proposition more. For franchisees, we will provide access to our proprietary technology platform, reZEN, to serve as the system of record to manage their back office brokerage operations. This includes streamlining transaction management processes, reducing manual labor-intensive tasks and ultimately lowering the cost to operate. we will also provide access to our ancillary services, including mortgage and title to unlock new revenue streams and supplement their existing operations. 2 distinct models, 1 platform, each made stronger by the other. Put simply, the combined platform gives agents and franchisees more reasons to join and more reasons to stay. On Slide 9, I want to spend a moment discussing our proprietary technology platform, reZEN, and why we think agents and franchisees across the RE/MAX network should be excited about the opportunity to leverage this technology in their business. Today, reZEN is used by 100% of Real agents, over 33,000 agents in 50 states and 5 Canadian provinces, providing the foundation for potential future international expansion and long-term value creation. By automating workflows, leveraging AI and replacing many capabilities that today are often sourced across several third-party platforms, reZEN offers the ability to significantly reduce franchise operating costs while simultaneously improving and standardizing transaction and team management workflows. To give some perspective on what this means in application, we'll operate the most efficient brokerage in the public markets with 94 agents per full-time brokerage employee. The next closest public competitor manages 45 and the industry's largest public player is at 12. That is the game-changing difference. It's directly derived from the power of the platform we've built over the past decade. We've proven it can operate at scale, and we're eager to grow and reach -- and grow that reach meaningfully. On to Slide 10. For consumers, this combination makes one of life's most complex transactions even simpler. We will continue to roll out HeyLeo, our AI-powered home search portal and AI relationship management platform to franchisees across the RE/MAX network over time. This will empower home sellers and homebuyers, giving them a smarter, more responsive experience from the very first search. Additionally, through One Real Title, One Real Mortgage, [ Motto Mortgage ] and [indiscernible], we will bring more integrated ancillary services under one roof. That matters because it gives agents and their clients more control over each transaction with fewer handoffs, faster closings and a better experience end-to-end. On Slide 11, you can see from a financial standpoint, RE/MAX will possess one diversified and durable financial model with increased exposure to high-margin franchise revenue and the opportunity to grow to growing higher-margin ancillary services. Today, Real's revenue is predominantly generated from transaction-based commissions, RE/MAX, by contrast, generates nearly 2/3 of its revenue from recurring franchise fees and annual dues and high margins. The combination lifts our blended EBITDA margins from approximately 3% today to approximately 7% pro forma, and that's before synergies. That is a meaningful structural improvement. With that, let me hand it to Ravi to discuss the financial in various details.

Thanks, Tamir, and good morning, everyone. Moving to Slide 12. We expect the transaction to be accretive to Real's earnings and adjusted EBITDA margin within the first full fiscal year following close excluding merger and integration-related expenses. With respect to our balance sheet, we've received a $550 million financing commitment arranged by Morgan Stanley and Apollo Global Funding. We would expect to term this out in the debt or capital markets prior to closing with the proceeds to be used to refinance RE/MAX's existing term loans and to fund the cash portion of the transaction and related costs. On capital allocation, our first priority post close will be deleveraging. We anticipate reaching our target 2x net debt to adjusted EBITDA leverage ratio by the end of the second fiscal year following closing, supported by the strong cash conversion of both companies. As we deleverage, we will continue to reinvest in technology and growth while returning capital to shareholders via share repurchases to offset dilution, obviously subject to leverage and covenant capacity. Moving to Slide 13. On synergies, we expect to realize approximately $30 million of annual run rate cost synergies with the majority realized within calendar year 2027. The key areas for synergy realization come from shared services consolidation, corporate and public company costs and technology and vendor efficiencies. At run rate, that translates to approximately 100 basis points of consolidated margin expansion. Now it's important to note that our plan is grounded and clearly identified synergy opportunities and informed by what we have already demonstrated at Real. For context, over the past 3 years, Real has reduced operating expenses as a percentage of revenue by 470 basis points and expanded adjusted EBITDA margins by 340 basis points. In short, we know how to run a lean scalable platform, and we intend to bring that operating discipline to the combined organization. Moving to Slide 14. We also believe there is a compelling revenue growth opportunity from leveraging the combined platform, not just from stronger agent and franchisee growth, but across our higher-margin mortgage title and Real Wallet businesses. We also see significant opportunity to utilize our AI-powered consumer home search portal, HeyLeo, to further nurture and monetize the 1 million annual leads generated across remax.com and remax.ca. I want to emphasize that the accretion and value we've articulated today are not dependent on these revenue synergies. These opportunities represent additional potential upside. With that, I'll hand it back to Tamir.

Thank you, Ravi. On to Slide 15. As Ravi said, we know how to run a lean, scalable platform, and we intend to bring that discipline through the integration process and to the combined organization. Our plan is well defined and set across 4 phases. Jenna Rozenblat, our Chief Operating Officer, has been appointed Chief Integration Officer for this transaction. She will lead a joint [indiscernible] team working to execute with discipline to bring our organizations together. Importantly, the pro forma leadership team will draw the best athletes from both organizations. Nobody understands the franchise business like the team who has built it and run it at RE/MAX. And we intend to leverage that institutional knowledge. On Slide 16, let me close by stepping back to the bigger picture. Real estate is one of the largest markets in the world, and it is in the early stages of technology-driven transformation. We built Real to be the center of that transformation as a platform that serves agents, consumers and our franchisees. The reZEN platform, Leo AI, Real Wallet and HeyLeo, these are not just features, they are an operating system purpose-built for real estate professionals and their clients. What RE/MAX adds is brand equity, a renowned franchise network and a global footprint to deploy that operating system at scale and we could not built organically -- we cannot build it organically in the near term. Together, the combined company will have over 180,000 agents, approximately $2.3 billion in revenue, and we believe a fundamentally more compelling long-term earnings story. We expect to grow rapidly operate more efficiently and deliver more value to every participant in the home buying and selling process and thereby delivering value to our shareholders. We are excited about what comes next and we are committed to executing this integration with discipline, transparency and a focus on long-term value creation. Before I close, I want to take a moment to acknowledge Dave and Gail Liniger. Dave and Gail founded RE/MAX 53 years ago with a simple but radical idea that agents deserve more. That idea became the most iconic real estate brand in the world. the fact that Dave and Gail support this transaction is not something we take lightly. It tells us that they see in this combination what we see: a path to carry RE/MAX' legacy forward for the next 50 years on a stronger foundation with better tools and with greater reach. We are honored by their confidence, and we are committed to delivering on our promises. With that, I'd like to open the line for questions.

[Operator Instructions] And the first question today is coming from Ryan McKeveny from Zelman.

Congrats to you on the Real side and congrats to the team on the RE/MAX side, exciting news today. So a question for me. So Tamir, I think you discussed agent economics and kind of on the RE/MAX side, things stay as they are on the Real side things stay as they are. I guess, just thinking through the agent value proposition, I know on the RE/MAX side, they've made some transitions and adjustments in different type of plans, including Aspire, with regard to bringing new agents on. So how should we think about whether the franchisee sees a different go-to-market plan? Or different possibilities in terms of what they can present to agents on the RE/MAX side of things. Maybe you can just dig into that a bit from the viewpoint of what changes, what stays the same from the point of view of , let's say, an agent on the Real side and the agent on the RE/MAX side.

Sure. Great question. And it's a big one as well. I think that's, first and foremost, I think that the RE/MAX leadership in the past couple of years have done a great job making sure that they're strengthening the value proposition and positioning RE/MAX to go back to growth in North America. What we will try to do is make sure that we're operating two individual brands in parallel. So nothing changes for RE/MAX, nothing changes for Real in terms of branding and how agents and franchisees and team leaders operate on a day-to-day basis. What we're trying to do is add on top of that. So the economics for them remains the same. But what we plan on doing is offering the Real technology to all of the RE/MAX agents and franchisees so that they can leverage that technology in order to run their businesses more efficiently, have a better value proposition for their buyers and sellers and overall strengthening the value proposition that RE/MAX has for agents and franchisees. So all in all, I think that this combination is the winning one because we are complementing each other and Real brings to RE/MAX what RE/MAX was trying to build on their own, and we've been successfully building for the past decade. And I think that, that technology is going to play a significant role in how RE/MAX attract new franchisees and how franchisees and operators attract agents through their offices. In terms of branding, two separate brands, but the value proposition is just going to become stronger just because they will be able to offer more tools, more technology, bigger community, more lead exchange possibilities and just better monetization of their business.

The next question will be from Stephen Sheldon from William Blair.

You have Matthew Filek on for Stephen Sheldon. Congrats on the announcement this morning. As you think about the integration, where do you see the greatest execution risk? And how are you planning to mitigate those? And related to integration, how quickly can RE/MAX agents be onboarded to Real's tech stack?

I think that it's very important for both management teams to make sure that agents are behind that move and they understand that we're coming to provide additional value versus taking anything away. So in the short term, we want to provide stability and make sure that both on the RE/MAX side, on Real side, everybody understand that it's business as usual, and everything remains the same for them. In addition to that, once we close the transaction, there will be a team at Real that will be demonstrating and pitching our technology to the franchisees, and they will be able to elect whether they want to use it or not. So it's not mandatory. We're not going to dictate anything. We're just going to present them the multiple offers and tools that we have. And if they choose to elect, we will integrate them. So that will be done pretty much on day one. We will actually start the communication prior to closing, I think just to get them to be a little bit more familiar with the Real technology but franchisees that will be interested and agents that will be interested in adopting Real's technology. We'll be able to do that from day one.

Great. And then just as a quick follow-up, could you briefly touch on timing of the announcement? What made you feel like now is the right time for something like this?

I think that when you look at the two companies, we've been obviously, very impressed with RE/MAX. I've known that brand since I was a kid, and I always admired it. I think that the two companies are now at a point where our technology has reached the maturity that enables it to go and be rolled out through network of 150,000 agents worldwide. So we feel very confident in our ability to actually execute. Real on its side also matured to be a company that is operating at scale, we're at all 50 states and 5 Canadian provinces. And once we look deeper into the two companies, we understood that they're just complementary. RE/MAX brings the brand recognition and the iconic brand, the scale, the global presence. We bring the technology, the growth. So it was a point in time where we understood that we have what they need and they have what we need, and it's a good point in time to join forces and build an amazing company together.

The next question will be from Matthew Erdner from JonesTrading.

Congrats to both parties in this transaction. What do you guys envision happening with the noncontrolling interest over at RE/MAX? Obviously, Dave's behind the transaction, he's voting for it. But could you speak a little bit about that? And as a little more about the structure as you go forward?

Yes. Thanks for the question, Matt. And all the details will be filed in our filings, in the agreement and the proxy that Alix mentioned. So happy to get into some of the technical details off-line, but the noncontrolling interest will be converted into RE/MAX shareholders and then ultimately merged into the [indiscernible]. So that's more of -- the technical mechanics are a little bit more nuanced than that, but yes, you won't see that noncontrolling interest line in the combined company.

The next question will be from Naved Khan from B. Riley.

Great. Just curious about maybe the retention rates of the RE/MAX franchisees. How does that look like? And is it possible to use in Real maybe the retention mechanism where people franchisees who want to move over, maybe can be on the Real brokerage economics and Real brokerage model? So that's the first part of my question. The second question is around just the potential for maybe tuck-in M&A? And what's the -- does this current transaction restrain you from engaging in any sort of tuck-in M&A maybe in the [indiscernible] space or mortgage space or such?

Thanks for the question, Naved. So I can take the retention rates and M&A and Tamir, you can address some of the mechanics or post-close [ vision ]. But RE/MAX has had incredibly strong retention rates. As you know, it's a franchise model where every year, a certain percentage of franchisees are up for renewal, and we've been very impressed with the renewal rates in recent years, both in the U.S. and Canada. So I think given the visibility in the franchisee, the renewal schedule, we're pretty excited about the recent track record and the go-forward opportunity to retain our most productive franchisees. On the M&A side, look, I think the initial priority will be deleveraging, but we expect to do that quite rapidly. And at the same time, we'll have the flexibility to return capital, buy back stock and also explore tuck-in M&A should opportunities arise. But first order of business is getting the transaction closed and financed and then reducing leverage post close.

And just to add on that, Naved. Real has been taking market share from pretty much all of the players in the industry in recent years. We want to make sure that we protect the hard work that RE/MAX franchisees have put into building their businesses. So there will be measures that we will put in place to make sure that we protect their businesses and Real does not take agents from RE/MAX. So we want to make sure that they understand that. We want to make sure that they understand that we want to protect and grow their businesses. And at the same time, we also want to make sure that we have a very compelling offering for any agent who is not currently with Real or RE/MAX and is looking for a change, so they find the right model for them under that umbrella of the combined company.

The next question is coming from Tom White from D.A. Davidson.

Congrats on the deal. Just two quick ones, I guess. Maybe just a follow-up on the last question, existing franchise agreements at RE/MAX. I'm just curious if like any of them have like change in control provisions or how -- and if so, kind of how you expect that might play out with the deal? And then also, I was maybe just hoping for a little bit more background on how the deal came together? Or was it just sort of the result of the organic kind of ad hoc discussions? Or was there sort of more of a structured process?

Yes. So there's no change of control out or anything in the franchise agreements. So hopefully, that helps on the first question. On the second question, I appreciate the question. I think we'll defer to the proxy when all the details will come out. But needless to say, both companies are very excited about the opportunity ahead to operate and deliver value as a combined company for all of our stakeholders.

That concludes today's Q&A session. And this also concludes today's conference call. A replay will be available on the Investor Relations section of both company websites. Thank you for your participation, and have a good morning.