Good day, and welcome to the Fathom Holdings First Quarter 2024 Earnings Conference Call. Please note that this event is being recorded. I would now like to turn the conference over to Alex Kovtun with Gateway Group. Please go ahead.

Great. Thank you, operator, and welcome, everyone, to Fathom Holdings First Quarter 2024 Conference Call. I'm Alex Kovtun with Gateway Group, Fathom's Investor Relations firm. Before I turn things over to the Fathom management team, I would like to remind listeners that today's call may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to numerous conditions, many of which are beyond the company's control, including those set forth in the Risk Factors section of the company's Form 10-K for the year ended December 31, 2023, and other company filings made with the SEC copies of which are available on the SEC's website at www.sec.gov. As a result of those forward-looking statements, actual results could differ materially. Fathom undertakes no obligation to update any forward-looking statements after today's call, except as required by law. Please also note that during this call, we will be discussing adjusted EBITDA, which is a non-GAAP financial measure as defined by SEC Regulation G. A reconciliation of this non-GAAP financial measure to the most directly comparable GAAP measure is included in today's press release, which is now posted on Fathom's website. With that, I'll turn the call over to Fathom's president and CEO, Marco Fregenal. Marco?

Thank you, Alex. Good afternoon, and warm welcome to everyone joining us for our first quarter of 2024 earnings call. I want to extend my heartfelt gratitude to each one of you for your incredible hard work and dedication, especially in the face of such trying circumstances. Despite the challenging market conditions, our teams have remained steadfast in carrying out the essential work needed to propel us towards our goals for 2024. During our previous earnings call, I outlined four key goals for 2024. These included enhancing our balance sheet, achieving positive EBITDA and operational cash flow, reinstating agent growth to an annual rate of 20% to 25%, while prioritizing high-quality agents and launching additional initiatives to further support our agents in growing their businesses. I am pleased to update you on our progress and announce the successful completion of our first goal: enhancing our balance sheet. The sale of Dagley Insurance Agency is a significant milestone in bolstering our financial position. This strategic move enhances our financial stability and positions us well to advance our agent growth strategy for the remainder of the year. The capital infusion from this transaction equips us with essential resources to confidently tackle any potential challenges. Additionally, I am delighted to share that we will continue collaborating with Nathan Dagley and his team to ensure seamless service to our real estate clients. Fathom Realty's agents can expect no disruption in their current working relationship with that. In Q1, we also made progress towards achieving profitability. We saw a meaningful increase in gross profit margin, rising about 160 basis points to 10.3% in Q1 of 2024 from 8.7% in Q1 of 2023. We anticipate this positive trend to continue in the upcoming quarters as we increase revenues from our ancillary businesses, which have greater gross profit margins. Furthermore, in Q1, we made strides in achieving our goal of positive operational cash flow by reducing our operational cash burn to $974,000 from approximately $40 million in Q4 of 2023. Fathom's total revenue decreased 9% for the 2024 first quarter to $70.5 million from $77.5 million for the 2023 first quarter. Fathom completed 7,703 real estate transactions for the first quarter of 2024, a decrease of 9.7% compared to 8,532 transactions for the first quarter of 2023. Real estate transactions decreased primarily due to the continuation of high interest rates, especially in the last few weeks of the quarter. Our dedication to expanding market share from legacy brokerage firms throughout the year remained unwavering. Notably, we achieved a 13% year-over-year growth in our Asian network. Traditionally, Q1 poses challenges for agent growth across the real estate brokerage, with many low-producing agents exiting the industry. Despite this trend, Fathom persevered and our numbers reflect a positive growth strategy going forward. During our last earnings call, I mentioned implementing programs to refine our agent recruitment to high-performing agents. The reintroduction of Producer Perks, a program to attract high-performance agents, is yielding promising early results in Q1 and continuing into early Q2. Our sustained efforts in Asian referrals, the strategic walkovers, and the diligent work of our dedicated local managers and recruiting teams have driven our growth. Ultimately, we aim to restore our annual agent growth to about 20% to 25% and are encouraged by the progress this quarter towards achieving that goal. It is worth emphasizing that we believe the industry will see significant M&A activity in the next few quarters and years, and brokerage consolidation will be prevalent in 2024 and 2025. We are focused on pursuing opportunities that immediately enhance our business, contribute positively to EBITDA, and offer the greatest potential for long-term success and sustainability. We will remain opportunistic with our capital deployment in pursuing this opportunity. Now let's move on to the ancillary businesses. Despite the challenges faced in the mortgage business in 2023, Encompass Lending Group's revenue surged by 55% from $1.5 million in Q1 of 2023 to $2.3 million in the most recent quarter. This growth is a testament to the dedication and strategic initiatives implemented by our team in the past quarter. Recognizing the increase in demand within the Latino segment, we launched a dedicated division within Encompass Lending, aligning it closely with our Latino division at Fathom. The early outcomes of this collaboration have been very positive, reaffirming our commitment to serving diverse communities. Building on our commitment to support local heroes, we expanded the Hometown Heroes program with over 700 agents now authorized to promote its partnership with Encompass Lending team. The program's early success underscores its value, and we're eager to further its reach. The first quarter of 2024 saw a 114% increase in file starts compared to the same period last year, signaling strong momentum for ELG. These promising results fuel our optimism for sustained success and growth in the mortgage business going forward. I am pleased to share that April marked a historic milestone for ELG, with the highest number of monthly calls in our company's history. Given this momentum, we anticipate Encompass Lending will achieve positive EBITDA in the second quarter of this year. While Q4 posed challenges for Verus Title, Q1 ushered in much-needed growth. Verus Title's revenue surged by 9.5% to $652,000, an increase from $595,000 in Q1 of 2023. On March 12, we announced the establishment of our first Verus Title joint venture, Verus Title Elite, and its initial results have exceeded expectations. This strategic collaboration is poised to elevate Asian productivity and bolster stakeholder profitability. It represents the first of many such planned joint ventures nationwide, reflecting our commitment to forge impactful partnerships with local agents to enhance attach rates and overall performance. We're also optimistic about Verus Title's prospects for achieving positive EBITDA in Q2 based on the performance of the first quarter. Our title business is on a positive trajectory, underscoring our focus on strategic growth initiatives and continuing to optimize our ancillary businesses for profitability in the current environment. Now looking ahead, our primary emphasis will be attracting top-tier agents, teams, and brokerages leveraging our compelling agent value proposition tailored to the current market condition. With a robust pipeline of opportunities, we look forward to returning to the 20% to 25% annual agent growth in the second half of 2024. At Fathom Realty, we pride ourselves on being a premier destination for agents. We offer an unmatched value proposition that empowers them to maximize their earnings. Our industry-leading flat fee commission split underscores our commitment to agents' success in the long term. Our overarching objective remains clear: establishing Fathom Realty as one of the top five brands in every market we serve while continuing to expand our footprint nationwide with the goal of reaching all 50 states by the end of this year. In the coming months, we'll roll out various marketing initiatives and technology enhancements to deliver added value to our agents. These efforts should enhance productivity and contribute to our agents' overall success. Now before I pass the call to Joanne, I'd like to touch on the industry lawsuit. While numerous companies have reached settlements since the start of the year, we are currently engaged in active discussions and therefore, unable to disclose any specifics at this time. Nevertheless, we're eager to resolve this matter swiftly to alleviate investor concerns regarding the potential impact on our business. Our priority is to continue focusing on the future, which we are generally enthusiastic about. With that, I'd like to pass the call to Joanne Zach, our Senior Vice President of Finance, so she can discuss our financial results in more detail. Joanne?

Thanks, Marco. I will start with a general overview of our first quarter 2024 results and will then provide a more detailed review by segment. First quarter total revenue was $71 million, a 9% decline year-over-year compared to $78 million for last year's first quarter. This net decline included a 10.6% decrease in brokerage revenue, partially offset by a 17.1% increase in Fathom's ancillary services revenue, which was particularly attributable to Fathom's mortgage business. Despite the decrease in total revenue, gross profit for the 2024 first quarter increased approximately 7% to $7.2 million from $6.8 million for the 2023 first quarter. Gross margin increased approximately 160 basis points for the 2024 first quarter to 10.3% compared to 8.7% for the 2023 first quarter. This increase in margin was largely due to our reset of agent fee caps and to an increase in certain agent fees implemented on January 1 of this year. Technology and development expenses were approximately $2 million for the 2024 first quarter compared with $1.6 million for the first quarter of 2023. The approximate $0.4 million increase was primarily due to the expansion of our technological operations, higher data and outside service costs, and an approximate $0.1 million increase in non-cash amortization of costs incurred related to the development of our technology platform. General and administrative expenses totaled $9.6 million for the 2024 first quarter or 13.6% of revenue compared with $9.3 million or 12% of revenue for the first quarter of 2023. The dollar increase was primarily due to costs incurred to enhance our offshore services team and regional leadership, partially offset by a reduction in insurance costs. Marketing expenses were $0.6 million for the first quarter of '24 compared to $0.7 million in the first quarter of 2023. The 16% decrease in marketing expenses was primarily related to leveraging internal resources and optimizing our advertising expenditure. GAAP net loss for the first quarter of 2024 was $5.9 million or a loss of $0.31 per share compared with a net loss of $5.7 million or a loss of $0.36 per share for the 2023 first quarter. Our net loss was slightly higher due to strategic activities noted above and to a net increase in interest expense, primarily related to our note payable financing which occurred in Q2 of 2023, partially offset by our increase in gross margin. Adjusted EBITDA loss, a non-GAAP measure, was $1.5 million in the 2024 first quarter, which was relatively constant versus adjusted EBITDA loss of $1.4 million for the first quarter in 2023. We, the Fathom team, are very focused on continuing our improved margins and strategic discretionary spending in order to achieve and maintain positive adjusted EBITDA. Now I'll spend some time reviewing our business segment results in more detail. Revenue for the Real Estate division was approximately $65.4 million in the first quarter compared to $73.2 million for the same period last year, which represents a 10.7% decline, primarily attributable to a 9.7% decrease in transaction volume. We saw 7,703 real estate transactions during the three months ended March 31, 2024, compared to 8,532 transactions during the three months ended March 31, 2023. Our transaction volume decreased primarily due to higher interest rates. However, the negative impact of rising interest rates on transaction volume was lessened due to the 13% expansion in our agent base. During the three months ended March 31, 2024, average revenue per transaction was $8,488, a 1% decrease compared to $8,576 during the three months ended March 31, 2023, primarily attributable to a small decrease in commission percentages. Gross profit margin for our Real Estate division increased to 6.5% in the 2024 first quarter compared to 5.5% in the 2023 first quarter. This increase in margin was largely due to our brokerage transaction fee cap resetting at the beginning of the year to $150 on each of the first 15 of an agent's brokerage transactions, in addition to our increasing our agents' annual fee from $600 to $700 and implementing our new High-Value Property Fee commencing January 1, 2024. Adjusted EBITDA in the Real Estate division was approximately $0.8 million in Q1 of 2024, a decrease of $0.5 million compared to adjusted EBITDA of $1.3 million in Q1 of '23. This was largely due to the commencement of internal charges from our Technology division to Fathom Realty for transaction management and CRM services provided. We are very excited about the significant improvement made in our mortgage business. Mortgage revenue grew to $2.3 million in Q1 2024 compared to $1.5 million in Q1 of 2023. This revenue growth was essentially driven by our strategic increase in our loan officer base. Our base of principal loan officers has increased to 55%, up from 34% in the previous year. Q1 2024 file start loan volume was up 114% compared to Q1 2023. Mortgage adjusted EBITDA for Q1 '24 improved to a loss of $0.5 million compared to an adjusted EBITDA loss of $0.6 million for the same period last year. DIA, our insurance business, generated revenues of $1.4 million for the 2024 first quarter compared to $1.6 million for the same quarter in 2023. DIA had positive adjusted EBITDA of $0.1 million for the 2024 first quarter, down from $0.4 million for the 2023 first quarter, primarily due to a decline in bonuses received from insurance carriers. As we have previously shared, we sold our DIA business on May 3 for approximately $8 million in upfront cash and an additional $7 million over the next 24 months. Our Q2 P&L will reflect an approximate $2.2 million gain from this disposition. This transaction provides us with the cash to fuel our growth strategy. We are very appreciative of the DIA team and all they have done for Fathom. And we look forward to our continued collaboration to further elevate the insurance offerings and services available to our Fathom Realty agents and clients. Verus Title had revenues of $0.7 million for Q1 2024 compared to $0.6 million for Q1 2023, an increase of 9.3%. Verus Title's adjusted EBITDA for the 2024 first quarter was a negative $0.2 million compared to a negative $0.3 million for Q1 '23. New open orders in Q1 tilted more to higher-margin states, which bodes well for revenue potential in the near future. We anticipate that our new Texas joint venture, which commenced business in early Q2 '24, and similar future joint ventures with our top producing real estate agents will also add meaningful revenues and adjusted EBITDA for our title business. Moving to our Technology segment. Revenues increased to $1.1 million in Q1 2024, inclusive of approximately $300,000 in internal charges to Fathom Realty for transaction management and CRM services. We are continuously building enhancements to our technology platform to better serve our agents and drive revenues. In regards to our balance sheet, we continue to keenly focus on our balance sheet given the dynamic real estate market conditions. We ended the quarter with approximately $6 million of cash on hand, which, combined with the cash from our sale of DIA, as noted, of $8 million in cash received upfront and $7 million in cash to be received over the next 24 months. We are strongly positioned to implement our growth strategy and to achieve and maintain positive adjusted EBITDA. Now for our guidance for the second quarter of 2024. For the second quarter of 2024, Fathom expects total revenue in the range of $86 million to $89 million and adjusted EBITDA in the range of $0.2 million to $0.5 million.

Thank you, Joanne. We remain focused on execution, and we're taking the necessary steps to better position Fathom in the current environment and in preparation for the second half of this year. I want to thank the entire team at Fathom for its hard work as we navigate this market and continue to serve our clients. With that, operator, let's open the call for questions.

Your first question comes from John Campbell with Stephens.

A couple here. On the first one, maybe if we could touch on Dagley, the full year impact on the P&L, what you're expecting? And then maybe if you could parse out the impact on the 2Q guidance?

Sure. For the P&L for the remaining of the year, compared to last year, we have a reduction of about $1.3 million to $1.4 million in EBITDA compared to last year because we do have the Q1 into our numbers, right? And then in terms of revenue, it would be about a $3 million to $4 million impact in terms of our top line revenue. In terms of our guidance, our guidance does not include DIA, right, because we say it's a longer part of their business. So if we did have DIA, it would have added about $400,000 in EBITDA, something like that. And so that will be the impact on EBITDA in Q2. So as we're guiding between $200,000 and $500,000, we feel that even without including DIA, as we had previously discussed, we feel very positive about achieving positive EBITDA for Q2.

Okay. That's helpful. Regarding gross margin, I may be calculating incorrectly, but I'm seeing a 13.2% gross margin, while you mentioned 10.3%. I also noticed that the press release stated 10.3%. Is my information incorrect?

When analyzing gross margin, it’s important to exclude two specific costs: the commission and other agent-related expenses, as well as the operational and support costs. By summing these two costs and deducting them from total revenue, you can determine the gross margin.

Okay. Okay. We've been doing this just the commission cost. Okay. That makes sense.

Yes. The operational support costs are the direct costs for all the other ancillary businesses.

Okay. I think you've got some competitors out there who tend to just do the commission-related costs. So that makes sense.

Yes. I would say that we're trying to be more transparent.

Yes. I totally get that. Okay. So help us out on the trajectory of gross margins here. I know you've got the fee increases that obviously came January 1. Maybe if you could parse out the impact in the quarter and then kind of broadly how you expect things to play out the rest of the year?

The impact of additional fees is about $300,000 or so in additional revenue for the quarter. We do expect that gross profit margins will increase for the rest of the year, primarily due to several things. One is that the ancillary business will continue to grow, and they have a higher gross profit dollar, right, per transaction. So that's number one. Second, in Q1, we still had transactions that closed with the old annual fee because of the way the annual fee is calculated. And so while we get into Q2, we're going to have a much higher number of transactions that will close with additional high-value fees as well as the extra $100 for the annual fee. So Q2, a higher percentage of the transactions will close with the additional fees. And then, of course, as we close more business in mortgage and title, it will also have a positive impact on gross margin. So we do anticipate gross profit margins to increase from the 10.3% going forward.

Your next question comes from Raj Sharma with B. Riley.

My first question, Marco, is on Dagley. I know you just addressed the EBITDA impact. Just a bigger sort of question, why sell it? I understand that it's for liquidity, but would that imply that other divisions would be up for disposition as well?

Raj, thank you for your question. We just felt that the resources that were available to us with the sale of DIA or Dagley, they could be utilized in a way that will give a much higher return to our stockholders. And so we just felt that the capital could be much better implemented in that way. Second, our partnership with Dagley continues and our agents and clients are not going to have any deterioration in terms of services. So we just felt it was the best combination of putting our assets in a way to give the best return possible to our stockholders while continuing the level of service that we wanted to provide our clients. So we just felt that was the best way to do that.

Please go ahead with your question, Dillon?

Can you hear me?

Yes, we can.

I just wanted to ask about Asian productivity. Have the agents you've added so far this year based on what you might know about them, are they tending to skew higher than your more legacy-based agents, in terms of productivity?

Yes. Great question, Dillon. So what happened is sometime mid-last year, we stopped our Producer Perks program, which is really focused on higher-producing agents. We felt like we had good momentum. And clearly, that hurt us a little bit in the second half of last year. The kind of agents we started recruiting. So we reinstituted the Producer Perks program and a variety of other different programs focusing on really being aligned with high producers. The early signs of Q1 show us that we are absolutely recruiting a higher percentage of producing agents, which, by the way, is what we did in the beginning of last year. So it is clear that the lack of focus on higher-producing agents hurt us a little in Q1. But the early results of the agents that we are bringing on board are indeed higher-producing agents. I think that by late Q2 and certainly by Q3, we're going to see higher productivity per agent based on the programs that we implemented.

Great. If I could ask a follow-up just on the insurance. You mentioned in the press release and again today that you guys are still going to work with Dagley. Can you just sort of explain how that works? Is there just not a financial benefit to it anymore, but your agents still have the relationship?

Yes, the relationship will continue as we provide clients to them that they can assist. It's part of the agreement that we'll keep doing this, and we're eager to move forward. The Dagley team, led by Nathan, has done an excellent job and continues to excel. Many of our clients and agents have saved significant amounts on insurance, and we are really excited about maintaining that partnership. This relationship will persist as we send them business, creating great value for our clients and agents. We are very enthusiastic about this.

Your next question comes from Tom White with D.A. Davidson.

This is Wyatt on for Tom. I had one on whether you could give some color into what you're seeing so far in Q2 related to agent productivity and the overall market?

Sure. Thank you for your question. So a couple of things. So we gave guidance for Q2 and a significant change from our Q1 in terms of EBITDA, right, from the loss of about $1.5 million to a guidance of positive between $200,000 and $500,000. So we are seeing seasonality. We're certainly seeing seasonality coming back to the market. We anticipate a higher number of transactions closing, which would lead us to a positive EBITDA. Moreover, we're also seeing seasonality in our mortgage business and in our title business. So all three parts of our business, we anticipate all three of them to be positive EBITDA for Q2, which is an exciting time for us, given the Q1 results. We certainly look forward to being positive adjusted EBITDA. In terms of agent productivity, yes, we are seeing agent productivity picking up for two reasons: One is just seasonality, right? Q2 and Q3 are higher transaction quarters. We're also seeing people, clients, and buyers really adjusting to what their interest rates are. Actually, interest rates have come down this morning, I believe, to 7.09. I think buyers are becoming more accepting of the current interest rates, understanding that these are the rates they need to work with to purchase a home. It is still a tough market, but we are seeing a greater acceptance from buyers. That's why we're seeing all three of our businesses are going to have significant improvements in Q2. Productivity is going to increase partly because of seasonality, and partly because we are recruiting higher productive agents in Q1 and going into Q2 as well.

Got it. Okay. That's really helpful. And then I have two related to the Verus Title joint venture. Could you just talk a bit about how that's going? I think you mentioned it in the prepared remarks, but interested in how it's been going so far?

Yes. So we announced the joint venture in mid-Q1. The company started April 1. We've been very pleased with our results thus far in terms of the number of agents interested and the numbers that joined the JV. We believe that the Texas JV is going to have a significant impact on EBITDA. This is why we haven't made a statement that we are going to look at doing many of these across the country, right? It is part of the partnership with our agents and it helps our agents earn more income and helps Fathom earn more income. We look forward to implementing more of these partnerships across the country. The early results of the JV have been very, very promising, which is why we made the statement that we are looking to do other JVs across the country. I think by the end of the year, there will be several more JVs across different states for Verus.

The next question is a follow-up question from Raj Sharma with B. Riley.

Marco, I wanted to understand the agent growth. Has it been really hard? What are you expecting in the next few quarters? Do you think there'll be acquisitions of small groups? The changes in fees, has that impacted agent growth at all?

So great question. Let's talk about the fees first. We know that when we implemented the fees, it would have a little bit of a negative impact. We lost some agents due to these fees, and that will be a normal occurrence. That happened in Q4, which had part of the negative impact in Q1 as we lost a few agents, not many, but some of the higher-producing agents. We anticipated that. As we look at the market, we are seeing enormous activity in terms of M&A. Small brokerages, teams, including large brokers as well. There is a great deal of activity in terms of that. We do anticipate that Q2 and Q3 will be significant in terms of agent growth. And that's our goal. We have previously discussed our goals to return to 20% to 25% agent growth, at least. We believe that we will do that in Q2, sorry, in Q3 and the second half of the year, related to this activity. I want to be very clear that we are going to do this intelligently and carefully. We'll be very opportunistic in how we do that. We do believe that we have a number of walkovers as well as some small M&A activity happening in the second half of the year. We will ensure that not only these are impactful in terms of EBITDA, but also accretive and have a positive impact on the profitability of the business. But Raj, there is a lot of activity, and we anticipate some of this taking place in the second half of this year.

Great. Regarding the operating cash burn, I understand you have sufficient cash from the transaction. However, can you provide guidance on the positive EBITDA and the operating cash flow for the second quarter?

No, not at this point. Our operational cash burn in Q1 was about $974,000 with a negative EBITDA of $1.5 million. You can account for the difference in the other costs. We expect our EBITDA to be in the $200,000 to $500,000 range. We do anticipate some small cash burn in Q2, but we are working hard to minimize that as much as possible. It is true that we have enough cash now to operate and grow the business, and we are very excited about that. We believe the second half of this year will be significant for Fathom in growing not only the Realty business but also the mortgage and title businesses. There are numerous opportunities for the real estate business, as well as for the mortgage and title businesses. This is one reason why ELG has seen a significant revenue increase, and we forecast positive EBITDA in Q2 due to the rise in loan officers. As Joanne noted, we have added more loan officers to the business, leading to increased business. We are looking at a market with potential for growth in all three aspects of our business. That is why we are optimistic about the future.

There are no further questions at this time. This concludes our question-and-answer session. I would like to turn the conference back to Marco for any closing remarks.

Thank you for joining our call today and for your interest in Fathom Holdings. For those of you who are Fathom's shareholders, thank you for your trust in us. We'll continue to work hard and look forward to sharing future updates with you. Have a wonderful week. Thank you all.

Thank you.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.