Hello, and thank you for waiting. My name is Regina, and I will be your conference operator today. I would like to welcome everyone to the Compass Inc. Second Quarter 2022 Earnings Conference Call. All lines are muted to avoid background noise. After the speakers finish their remarks, there will be a question and answer session. I will now turn the conference over to Richard Simonelli, Vice President of Investor Relations. Please proceed.

Thank you, operator, and good afternoon, and thank you all for joining the Compass second quarter 2022 earnings call. Today's review of our actual financials will address the continuing operations of Compass, and certain items are presented on a non-GAAP basis. Reconciliations between GAAP and non-GAAP measures for second quarter financials as well as our near-term guidance and long-term targets are included at the back of our Q2 earnings release and the presentation that's posted on our website. Please also see our disclosure on forward-looking statements, which reflects Compass’ current view of future financial performance, which may be materially different from our actual performance reasons that we cite in our Form 10-K, first quarter Form 10-Q and other SEC filings. You should not place undue reliance on any forward-looking statements. All information in this presentation is as of today's date, August 15, 2022, and we expressly disclaim any obligation to update this information. Joining us on today's call will be Robert Reffkin, our Chief Executive Officer; Greg Hart, our Chief Operating Officer; and Kristen Ankerbrandt, our Chief Financial Officer. Robert will provide a brief overview of Compass' results and a discussion of our strategy. Greg will provide an update on our business, and then Kristen will cover the financial results and outlook in more detail. So thanks again for joining the call, and I turn the call over to Robert Reffkin. Robert?

Thank you, and welcome to everyone joining our earnings call today. I hope everyone is safe, well, and enjoying the summer. Today, we are sharing our financial results for the second quarter of 2022, our outlook for the third quarter and full year 2022, and updates on our ongoing expense reduction plans and how they position us to generate positive free cash flow in 2023. To provide context, this year, the Fed took repeated actions, which have had the direct effect of driving down our revenue. Since June, we've seen the fastest one-week increase in mortgage rates in the history of the United States as well as other economic headwinds growing stronger. This has created an enormous amount of uncertainty for the rest of the year, but we are all hoping for a soft landing. We are preparing for the real estate market this calendar year to be nearly 25% below where industry experts believe it would be just six months ago. Never in my time at Compass have we seen such a big downturn in the market in such a short time. We shared with you on our quarterly calls earlier this year, and we have already been taking steps to manage our cash and normalized expenses, so we could deliver positive free cash flow in 2023 and beyond. We are taking new additional actions to adjust to these market conditions. Specifically, we expect non-GAAP operating expenses after commissions and other in the range of $1.05 billion to $1.15 billion exiting 2022. At the midpoint, this would result in a reduction of approximately $320 million from our LTM ended June 30, 2022, period. We believe our reduced expenses will enable us to generate positive free cash flow in 2023. Specifically, we plan to reduce our two biggest areas of expense: technology and incentives to acquire agents, while not reducing agent service levels to ensure our existing revenue base is not impacted. Moreover, we recently initiated the zero incentive program, which means we are now recruiting agents without equity or cash incentives anymore. Our ability to do this is a reflection of the value the platform provides. My vision for Compass is to create the best place in the real estate industry for agents to grow their business. Over time, we have invested over $900 million to build an unprecedented platform of tools and services to support our outstanding agents. We believe we have created a large competitive moat with an enduring advantage over competitors that are unable or unwilling to build the tools that benefit the agents. More importantly, having built the number one brokerage in the United States and with the heavy investment period behind us, we have the ability to bring down OpEx from a position of strength. Given the state of maturity of the platform, the brand, and our market presence, we are able to reduce technology spend and eliminate financial incentives to hire agents without risking retention or agent recruiting. We can now focus on scaling the business and moving to generate positive free cash flow in 2023 and beyond. I recognize that Compass has been fortunate to be able to invest during the strong financing and real estate markets for nine of our first ten years at Compass. We are now positioned to pivot during these uncertain market conditions when revenue is under pressure. Since our Q1 earnings call in May, we have been taking more aggressive action to achieve positive free cash flow. Going forward, I am focusing the company's efforts around the following three objectives: one, generating free cash flow; two, profitably gaining market share; and three, retaining our agents and our principal agent retention continues to be above 90%, even growing quarter-over-quarter. We plan to maintain our number one industry position and continue to offer the best productivity-enhancing platform of tools and services to our agents. We expect to come out of this downturn as an even stronger company with a more profitable and scalable business. Before I turn the call over to our new COO, Greg Hart, to walk through the details of where we are taking the business, I want to tell you a little bit about him. Greg came to Compass two years ago as our Chief Product Officer and in partnership with our Chief Technology Officer, Joseph Sirosh, has been responsible for taking our platform to the next level. Not only did we oversee the transformation of the platform into an end solution, but he has also been hard at work overseeing the design and implementation of our back office services platform, which will help drive down the cost of serving agents and help increase margins in the business. Prior to Compass, Greg spent over 23 years at Amazon building and running global profitable businesses, including launching Alexa and Echo, and leading Prime Video, just to name a couple. He brings a wealth of experience from a company known for its operational excellence at scale. And with that, I'll pass it along to Greg.

Thank you, Robert. It's good to be with all of you today. I'm excited to be speaking to you in my expanded role as COO at Compass after two years on the product side of the business. As Chief Operating Officer, I'm committed to making sure that we can continue to build our incredible offering of tools and services to our agents while ensuring that we do so within the expense range that our revenue dictates and that allows us to generate a return on investment. While the residential real estate market is facing headwinds, our core business is outperforming the industry as evidenced by our market share gains, our ability to continue to add agents, and our industry-leading agent retention of over 90%. We will stay laser-focused on what we can control, especially operating expenses. This year, our revenue has been under severe pressure. So we're taking the appropriate measures to reduce the expense side of the business. As Robert outlined, we expect non-GAAP operating expenses after commissions and other in the range of $1.05 billion to $1.15 billion exiting 2022. We expect to complete the majority of targeted cost reductions by the end of September and all targeted cost reductions by the end of this calendar year. Going forward, I will work with the team to ensure that we can grow our market share, expand our technology advantage, and do so while working to generate positive free cash flow and solid adjusted EBITDA margins over the longer term. With that said, I'm very happy to announce that in September, we plan to launch a significant set of new features to our platform of tools and services. Our agents across the country will be able to manage all aspects of the transaction from first contact to close in one place without being forced to use third-party software. This is another significant milestone that will further strengthen our agents' ability to maximize their profit. It is also what helps make Compass unique and helps us retain agents. It also helps in recruiting them as well. We are confident that the solution we have built is the best in the industry for agents to grow their business. Over the years, we have been reducing the financial incentives we give to new agents. As we have highlighted on previous calls, a great many agents have told us that they are coming to Compass for a lower split than they were receiving at their prior brokerage. Accordingly, we're not going to be providing equity or cash incentives to attract new agents. In addition to the platform of services and tools, we have been improving and expanding upon to help agents grow their business. My team has also worked to develop software that standardizes and automates our interaction with agents. I will be talking to you more in the coming months about what we call Compass Services. This will be a way to drive down the cost to serve agents, increase efficiencies, and to ultimately improve our margins. We are encouraged to see increasing inventory levels, a recent stabilization of mortgage rates and improved stock market performance. We believe that a continuation of these trends can lead to a better real estate market. However, I want to make it perfectly clear, we will continue to evaluate market conditions and expense reduction opportunities in the coming weeks and months, and we'll adjust our operating expenses further if necessary to achieve our goal to be free cash flow positive in 2023. If the market gets worse, we will pursue the necessary steps to achieve that goal. We are talking a lot about expense control because that's a focus area for us today. But I want to assure you that we are looking at all aspects of the business. We are considering other new revenue streams to grow the top line of the business as well as additional ways to further enhance profitability via process standardization, automation and efficiency. I will now turn the call over to Kristen.

Thank you, Greg. Our second quarter revenue was $2 billion, up 4% compared to Q2 2021 and our highest quarter to date. Our adjusted EBITDA was a positive $4 million, down from a positive $71 million in Q2 2021. Our revenue growth was affected by the market slowdowns in some of our key markets. For example, California, which includes two of our top markets, has seen more transaction decline compared to the national average, and as a result, put more pressure on our top line. Despite this pressure, we still saw an increase in our LTM market share. Our second quarter transactions grew 2% to just under 67,000 compared to a 10% decline in NAR transactions during the quarter. In Q2, our gross transaction volume was $77 billion, in line with the prior year period. The 2% increase in transactions was offset by a 2% decline in our average transaction value. Excluding California, our GTV grew 17% year-over-year in Q2. Transactions per average principal agent were 5.2 in the quarter, down from 6.2 transactions in Q2 2021. It's important to remember that we are comparing against one of the strongest quarters in the history of real estate in Q2 2021, and our strongest quarter ever for this metric. 5.2 transactions per average principal agent is still one of our strongest quarters. Despite the declines we've seen in the market, our transactions per average principal agent increased from 12.5 in 2019 to 18.9 in the LTM Q2 2022 period. Turning to expenses. Our higher Q2 expense base was driven by the annualization of key investments we made in 2021 to drive long-term profitable growth. These included progress to achieve completion of the Compass platform, launching 27 new markets since the beginning of 2021 and scaling our adjacent services businesses. Our non-GAAP commissions and other as a percentage of revenue were 81.5% in Q2 2022, up from 80.9% in the prior year period. This year-over-year increase was driven primarily by reduced participation in the 2022 agent equity program relative to 2021. Excluding the impact of reduced AEP participation, we saw an improvement in the underlying brokerage economics of the business. Now, as we told you on our May 12 call, in the second quarter, we paused all expansion into new markets and discontinued M&A activity. In June, as market conditions continued to weaken, we initiated a cost reduction plan to better align our operating expenses with our lower revenue expectations. This started with a 10% reduction in our employee workforce as well as other cost reduction measures. During the second quarter of 2022, we incurred a GAAP net loss of $101 million compared to a net loss of $7 million in Q2 2021. Included in the GAAP net loss was stock-based compensation expense of $59 million in Q2 2022 compared to $54 million in Q2 2021. Also included was a $19 million restructuring charge as a result of the June cost savings actions. We also incurred $6 million of additional depreciation and amortization expense for the noncash write-off of intangible assets associated with the Motus shutdown and the noncash write-off of the remaining fixed assets associated with Motus leases and other leases exited during Q2. We had $431 million of cash and cash equivalents on our balance sheet as of the end of June. When you incorporate our planned OpEx reductions, we do not currently see the need for additional capital to fund our current business plan. As Robert and Greg mentioned, we intend to bring down our non-GAAP operating expenses after commissions and other expenses to $1.05 billion to $1.15 billion as we exit 2022. At the midpoint, this would result in a reduction of nearly $320 million from our LTM Q2 2022 levels of approximately $1.42 billion. Please see the schedule on Page 7 of the investor deck for more information. While interest rates and broader equity market performance are not within our control, we focus on the metrics that we can control to measure the health of our business. These metrics are market share gains, agent acquisition, and agent retention, and these metrics remain strong. In Q2, we increased our national market share by 50 basis points on an LTM basis compared to the prior year. Note that this market share calculation is based on NAR's revised methodology, which is detailed in our earnings release. In Q2, we also added 405 average principal agents, representing 22% growth year-over-year. And in Q2, we continued to retain our principal agents at our industry-leading rates of over 90%. Now let me turn to our Q3 2022 and full year 2022 outlook. Given the market uncertainty, we are lowering our outlook for the full year 2022 to $6.15 billion to $6.45 billion, which represents revenue growth of negative 4% to positive 0.5% for the full year. Our market assumption for this range is a full year 2022 decline of 9% to 13%, and this incorporates an assumed market decline for the second half of 2022 of 16% to 25%. We are approaching the remainder of 2022 with caution. We believe it is prudent to be conservative, particularly as we look to bring down our operating expenses to better align our spending with our updated revenue outlook. We are focused on effectively managing our cash position. Our full year revenue outlook is down from our prior outlook of $7.6 billion to $8 billion in Q1, which had assumed market growth of between 1% and 7%. Our current outlook for the full year 2022 adjusted EBITDA is now a loss of $225 million to $150 million, down from at least breakeven. Turning to our third quarter 2022 guidance. We expect revenue of $1.4 billion to $1.5 billion and an adjusted EBITDA loss of $85 million to $60 million. This range reflects the impact of macro challenges we have seen in May and June, most significantly peak mortgage rates and stock market declines, which we generally see impacting our business 30 to 60 days out. Lastly, we remain confident in our long-term adjusted EBITDA and free cash flow margin targets of 10% and 8% to 9%, respectively. However, the time frame required to achieve these targets could extend beyond 2025, depending on the depth and duration of this market downturn. For clarity, we are suspending our $1.2 billion adjusted EBITDA target for 2025. Despite market challenges in the second half of 2022, we believe we can continue to grow our principal agent base, increase our market share and effectively manage the cost structure to better align it with our updated revenue outlook. This will allow us to position ourselves to be free cash flow positive in 2023 in a variety of market conditions.

Just the first one on the agent recruiting side. You talked about sort of removing the incentives there. Does that kind of come with any change in how you're thinking about the commission splits? I guess, is that kind of a more variable way to recruit competitively? Or how else do you kind of think about keeping that recruitment engine going in a world where you're removing the agents?

Yes, great question. We eliminated the equity incentive two, four months ago, and it had no impact on our ability to bring on agents. Given that this is one of the major areas of expense, we decided that any agent that we started talking to as of last Monday that we would give no financial incentive to in any way, and that they would be on our policy for that market, so whatever our policy is. If they had a better current split than our policy, they could keep that split for one year. So that's the agreement, but then they go to our policy. And so again, no financial incentives to come in. And if their split is better than our policy split, they can have that for one year and then they go to our policy. We already had in the past week over 50 people commit to coming for that, which we feel really good about. And the vast majority came to Compass for either the same split or a more company-preferential one. So early data, but all signs point to positive.

And then I guess just secondly, zooming into the numbers, if I'm just looking at the math right, I think the new EBITDA guide implies that, I guess, the Q4 loss would narrow year-over-year, and presumably the cost reductions are a piece of that. Maybe you can kind of bridge to some of that outlook? And then just kind of within the cost savings, sort of run through the timing of as that rolls through the P&L and kind of where we can look for all that?

Sure. So here's what I would say, we do expect at the midpoint that the EBITDA losses we would see in Q4 could narrow relative to last year. And that is, in fact, exactly as you said, reflecting some of the benefit of the cost reductions that we've been discussing on the call today. So that's the $320 million of cost reduction relative to the LTM OpEx run rate, excluding commissions and other expenses. The timing there, as Greg mentioned, we plan to implement a good chunk of those cost savings before the end of September and then the remainder of the savings through the course of Q4. So the timing there will certainly be one factor that will drive the EBITDA number in Q4. The other piece, of course, will just be the revenue. And we wanted to, in our outlook, provide you all with a view of not only what we thought was an appropriate outlook for the business, but also the associated market growth rate. So that as you all have your own view of what may happen in the market in Q3 and Q4, you'd be able to translate that into a revenue number for the business. Regardless, our focus is really on 2023, making progress to bringing down the run rate OpEx number coming out of '22 heading into 2023, all with the goal of ensuring that we are free cash flow positive in 2023.

I have a couple. Just the first one on the cost reductions. Bob, you've already talked a lot about being a tech company, a tech platform, etc. Can you give us some examples of some of the areas where you are going to start to, unfortunately, make some cutbacks in investment? And how you think about the technology of the platform evolving through these cost cuts? And then the second one, any update at all on how we should think about the timing of ancillary revenue impact? And I think, Greg, you mentioned potentially other new revenue sources, what are those examples?

I'll do the second one and Greg, I think it's perfect for you on the first. On adjacent services, we're still pursuing mortgage. And we expect to be in the majority of markets by the end of this year. We are still pursuing title, just not through paused M&A for this period of time. And we're really focused on organic growth and attach. We've implemented an attach working group that meets weekly, where I'm involved with a lot of our senior leaders and I go every week, and it's a real priority of the company to drive margin and attach for adjacent services. The next logical one is home insurance. We are contemplating the right timing given the current environment, but likely a pause. And there is another low-cost, very high-profit opportunity, which I don't think we're prepared to share publicly yet, but we probably will over the course of the next month. Greg, I'll let you take the first question.

So in terms of the reduction, as Robert mentioned on the call, we're going to focus the reductions on the two biggest areas of expense that we have: technology and our incentives to acquire agents, so those are reflected in the R&D and sales and marketing lines on the P&L that we report. We're going to do that without reducing agent service levels to ensure that our existing revenue base isn't impacted. One of the reasons that we believe that we're in a position to be able to do this is that with the delivery of the end-to-end platform rolling out across all of our national agent base in the coming weeks, that puts us in a position to be able to moderate our investment in R&D. Additionally, we've also reached a point on maturity, as Robert outlined on his prior answer in terms of our recruiting approach, where we don't feel the need to give financial incentives to recruit them. So we're doing an incentive program that Robert mentioned launched a few weeks ago. We're not providing equity or cash incentives, and we've seen great results from that. That reinforces our confidence that the platform that we've built is the best in the industry for agents to grow their business and to continue to attract new agents to our platform.

I have two questions. The market share was flat quarter-to-quarter at 4.6% according to the new metrics. Is this due to the high end being more affected by the decline in the stock market compared to the overall real estate market? Additionally, it appears that trends have not improved since June, although you mentioned a lag. If mortgage rates remain stable and the equity market stabilizes, what implications do you see for the future, without providing specific guidance? Lastly, Greg, can you update us on the status of online closing? Has it been fully launched, or can you share any additional information on that product?

In response to the first question, our market share has remained flat quarter-over-quarter and year-over-year at about 50 basis points. This flat performance is primarily due to challenges in the high-end market, particularly in California, where we have a significant presence. The buyer profile in Northern California is heavily influenced by the stock market, leading to a double impact from rising mortgage rates and declining stock portfolios. As I mentioned earlier, July could represent the low point for the year-over-year comparison, given current mortgage rate and stock market trends. We have observed some positive signs in certain markets, as well as stabilization in others. However, we are not incorporating this optimism into our planning. Comparatively, a major competitor anticipates market growth to be down 6% to 11% this year, whereas we are projecting a decline of 9% to 13%. Despite low inventory and ongoing buyer demand, prices remain flat or have only modest declines in more challenged markets, with fewer multiple offers than before. The duration homes are on the market is increasing. Overall, our outlook remains negative, but recent trends suggest stabilization. While July could mark the turn in month-over-month comparisons, we are not including that new information in our planning forecast. Greg, you can now address the second question.

Yes. On the second question, it's a great question. Thank you. So the ability to consummate a transaction within the platform in terms of all of the different forms and documents compliance steps and then book that to transmit and receive an offer and e-signature are already live in a number of regions and will roll out across the remainder of our regions by the end of September. And so our agents will be able to go from first contact to close, all in one place on the Compass platform, which we're very excited for.

And just a quick follow-up for Kristen, I guess. If I just play around in the model using the kind of implied expense guide, is it fair to assume that comment about free cash flow positive for next year would factor revenue kind of flat to down a bit next year? Is that ballpark?

Yes. Jason, I think that's fair to say. At this point, we're not providing guidance for 2023 beyond our focus on being free cash flow positive. And as you can see in Robert's comments and Greg's comments and in my comments, we're being very prudent, very conservative here as we're planning for the business. So we'll look forward to providing 2023 sort of more information on 2023 at the appropriate time. But I think as your assumptions there, I see how you're getting to that using the numbers and the information that we provided today.

So parlaying a bit on the question on the recruitment and retention topic, I'm just curious, Robert. So outside of the economic or incentive changes around recruitment, are there any other changes in the way you're thinking about or approaching recruitment and retention into a slower macro market? And I know new market expansion has been paused, but just curious on the pipeline within existing markets. And ultimately, part of why I ask is, I think historically, what we've seen is industry agent count on an industry basis can obviously flux up and down with just the movements of the housing market. So it's ultimately just gauging how you're feeling about, let's say, the near to intermediate term the ability to keep growing agent count even if the market is down and potentially agent count for the industry pulls back?

In terms of growth in agent numbers within the industry, it's important to highlight that nearly all the agents we hire are among the top half in the industry. We are bringing on more mid-tier agents, but we don't hire anyone earning less than $50,000 in gross commission income, even as our gross commission income approaches the industry's median. Since the agents we hire are professional, they typically do not leave during challenging times in the industry, so I do not anticipate many departures related to nonprofessional agents during downturns. Regarding retention, by not entering new markets, we can provide greater focus and support to our existing markets. Agents often voice concerns about why we prioritize expansion over their needs during periods of rapid growth, and this concentrated approach actually leads to better retention. It's also notable that our retention has improved from quarter to quarter, and it is very close to last year's figures. There is no indication that our retention isn't strong; it remains above 90%. Unlike some competitors, our retention statistics include all principal agents, not just the top performers. Departures consist of individuals who retire, leave for cultural reasons, transition to different industries, or move to unsupported cities, resulting in a highly credible figure. In terms of recruiting, the only change we have made is not offering financial incentives. A common sentiment among successful CEOs is that in tough times, it's sometimes necessary to stop practices that should have ended long ago. Our retention rate has consistently demonstrated that we possess more strength than the incentives we were providing. This situation serves as a real test, showing that we can attract talent without needing to offer financial incentives. I am eager to see this perception—that agents only join us because of these incentives—change in the coming weeks and months.

I have a question, possibly for you or Greg, that is a bit broader. With the market cooling down, could you discuss some areas where you are focusing on to keep clients and engage agents with the platform? This could include aspects like training, education, or technology adoption. If agents have a bit more time outside of working with buyers and sellers in the current market, does that provide an opportunity to delve into these more strategic areas that could benefit the platform in the long run? I would appreciate any insights you can share.

Yes, I think in the first earnings call of the year, I mentioned that one of the best things that happened recently is the launch of 10x10, which was a coaching program. We've now extended that to 10x10. We have Compass Core every quarter. We have a coaching marketplace. We're launching a virtual assistant program in the marketplace, and we created an entire group called customer success that rallies around this effort. I think what I mentioned before is that what we did in the past is we trained agents on how to use technology. And what we learned the hard way is no agent wants to learn technology; they want to learn how to grow their business. And just so happens that technology is a way to help them. And so the success that we saw early this year has been continued over all of these months. We continue to see strong adoption of our tools through these programs. An example of the most recent one that we just launched, we call it CMA a Day. CMA stands for comparative market analysis; it's a valuation of a home. So with our agents, we have the CMA a Day for a month where every day we ask each one of them to create a CMA and send it to one of their clients and just take years evaluation with some messages around it. And surprise, surprise, it leads to a lot of listings and client engagement. And on top of that, it leads to seeing value in our CMA and it's a digital CMA that connects to their CRM that connects to their marketing collateral, and it connects to the overall business tracker and their client pipeline. And so that's an example of some of the training that we've invested in, and we're going to continue to put more effort behind.

First, just overall, in general, and I understand that you aren't moving into new markets. But do you view this softer environment as an opportunity to not only go obviously deeper in the markets that you're in, but continue to take share based on some of the programs or incentives that you've outlined to continue to recruit agents?

Yes. No, absolutely. As I mentioned on the call, one of our top three objectives is continuing to gain market share in the markets that we're in. And when we look at it on a market-by-market basis by MLS, we see a very positive trend. Like the question alluded to earlier, the sequential market share change being flat was largely driven by the top in the market in really California.

Thank you all for your time today. We appreciate the opportunity to update you on the business and look forward to speaking to you over the coming weeks. Thank you.

Thank you.

Ladies and gentlemen, that will conclude today's call. Thank you all for joining. You may now disconnect.