Good morning, and welcome to the RE/MAX Holdings Fourth Quarter and Full Year Earnings 2023 Earnings Conference Call and Webcast. My name is Krista, and I will be facilitating the audio portion of today's call. At this time, I would like to turn the call over to Andy Schulz, Senior Vice President of Investor Relations. Mr. Schulz, you may begin.

Thank you, operator. Good morning, everyone, and welcome to RE/MAX Holdings fourth quarter and full year 2023 earnings conference call. Please visit the Investor Relations section of www.re/maxholdings.com for all earnings-related materials, including our standard earnings presentation, and to access the live webcast and the replay of the call today. 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 and open offices, financial measures and outlook, brand expansion, competition, technology, housing and mortgage market conditions, capital allocation, credit facility, dividends, share repurchases, litigation settlement, 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 fourth quarter 2023 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 Erik Carlson, our Chief Executive Officer; and Karri Callahan, our Chief Financial Officer. Our brand leaders, Ward Morrison and Amy Lessinger are here and will join us for Q&A.

Thank you, Andy, and thanks to everyone for joining our call today. I'm very excited to be with you on my first earnings call and to be leading the company during this pivotal time for our team and the broader housing market. Our industry-leading brand, attractive financial model, and unique competitive advantage create substantial opportunities in today's real estate landscape. As many of you know, I'm relatively new to this position, having joined the company in mid-November, and I continue to be bullish about our future. Today, I'm going to share some initial observations from my first 100 days. Then Karri is going to discuss our fourth quarter performance in more detail and give you our Q1 and full year 2024 outlook. And as Andy mentioned, Ward and Amy are also here for what we think will be an informative Q&A session. Since my arrival, among my highest priorities is focusing on our people and our leadership team. Having the right people in the right positions is absolutely vital to our future success. And that's why I'm delighted to announce the promotions of three of our senior leaders, Amy Lessinger, Abby Lee, and Susie Winders. Amy is a passionate member of the RE/MAX organization for over 25 years as an agent, a team leader, a franchise owner, and now a member of our executive leadership team. She's being promoted to President of RE/MAX, LLC where she will lead the RE/MAX brand and network. She succeeds Nick Bailey who is leaving the company. Abby Lee is being promoted to Executive Vice President of Marketing, Communications, and Events. She will continue to lead advertising, marketing, communications, and public relations, in addition to now managing the company's events team. And Susie Winders is being promoted to Executive Vice President, General Counsel, Chief Compliance Officer, and Secretary. Amy, Abby, and Susie will all report directly to me. These are well-deserved and positive changes that I believe will help us navigate the road ahead and realize our full potential. During my first 100 days, I spent a considerable amount of time listening, learning, and leading, meeting with hundreds of stakeholders. I met a lot of great people and heard a lot of innovative ideas, which I know we can leverage. It's been a bit of a drinking from a fire hose sort of experience, immersing myself into our business, covering everything from high-level strategy to the details of various processes, systems, and structures. During these conversations, I'm often asked, Erik, what attracted you to the company? Why did you take this job? Initially, I was drawn by the company's purpose, helping people realize their dream of home ownership. For many of us, buying or selling a home is almost one of the most important decisions that we make and one of the most joyful days that we'll experience in our lifetime. I was equally energized about joining the company because of what I knew about RE/MAX, an iconic brand that's number one worldwide in residential real estate size. RE/MAX has a brand people know, an unmatched global presence, a unique value proposition of services and competitive advantages, and most importantly, the most dynamic, most productive, and most trusted agents and brokers in the business. RE/MAX agents have made RE/MAX the world's most productive real estate network. And in the U.S. and Canada, consumers have voted them the most trusted agents for several years straight. RE/MAX agents are simply the gold standard. The original RE/MAX business model, which gives entrepreneurs a way to maximize their careers, is still thriving around the globe. Over 140,000 RE/MAX agents in more than 110 countries and territories deliver positive outcomes to buyers and sellers every single day. And we believe RE/MAX still has a lot of room to grow. I'm also enthusiastic about the mortgage side of our business. Both Motto and wemlo have unique product offerings that have shown great promise in the marketplace. With better end market conditions and a continued focus and effort, we have confidence that, with time, our mortgage segment can grow into a meaningful revenue business. The bottom line, I'm here because I believe I can make a difference. While we're motivated by and confident in our competitive advantages and those enticing potential growth opportunities, we are acutely aware of what we need to do to improve our performance. Two of our top priorities in the playbook are clear. We need to stabilize and grow U.S. agent counts and expand the mortgage business. Posting gains in those two areas would build market share, increase revenue and earnings. Each will create momentum for additional growth. Now it won't be easy, but we know how important those two objectives are in both the short and the long term. The better news from what we saw in 2023 is encouraging interest rate trends. Improving customer sentiment and ongoing pent-up demand bode well for progressively better housing market performance moving forward, one that should get incrementally better as the year goes on. Our team continues to see plenty of opportunities. Throughout my career, I've been focused on continually improving the customer experience, delivering distinctive products and services that meet customers' needs, diversified financial performance and leveraging best-in-class capabilities that enable teams to win. Our playbook will concentrate on operating our business as effectively and efficiently as possible, having a growth mindset and focusing on delivering the absolute best customer service. We've got a great foundation to build on. Our team and our affiliates are passionate about our brand, about each other and about innovating, growing and simply getting better each and every day. Since mid-November, we've spent time assessing what programs to accelerate, what programs to expand and which to discontinue. This allows us to be more effective and will enhance our ability to fast-track programs that make a difference and that's why we believe our current strategic growth initiatives provide us with the best opportunity for improved performance this year and build on the foundation for the long term. We continue to see measurable progress and positive results from our programs. Current market conditions have certainly overshadowed the desired results. However, we're eager to see how our initiatives perform in an improving market, and we are optimistic that we can deliver better outcomes. When our growth programs were announced in mid-2022, the team knew the conversions, mergers and acquisitions for CM&A and a team's effort in particular would require some time to communicate, to gain traction and to build momentum and that's proven to be the case. Now when we look back at the original cohort of brokerages that joined us in 2022 via the CM&A program, our one-year returns were in line with expectations and the number of completed transactions more than doubled year-over-year in 2023. On a team front, the original pilot program launched in 2022 was expanded last summer in a modified version and has continued to help broker owners bring more agents and teams into the network while incentivizing smaller teams to grow. As a result of the program's impact and our lessons learned, we're expanding the modified version of the program to encourage team recruitment and growth across much of the U.S. From our perspective, this is a prudent investment that will help franchises grow their offices and help team leaders build larger teams. Simultaneously, it sends a message across the industry that teams have yet another reason to affiliate with RE/MAX. Our full value proposition for teams is compelling. And we have third-party validation that RE/MAX teams are more productive than the norm. In many respects, the investment illustrates our commitment to growing U.S. agent count and we believe growth initiatives like this over time will help us regain crucial upward momentum in that regard. On the mortgage side, we remain confident in our mortgage-in-a-box product offering, growth prospects of our two brands and the investments we've made in the respective sales organizations over the past year. In 2023, during one of the most challenging end market conditions the mortgage industry has faced in recent history, we nonetheless grew our mortgage business, which when you think about it, is a remarkable achievement and one that not too many other companies can claim. Now, having said that, our growth was muted and our model churn rate did pick up. Even in a rebounding market like the one we expect to see in 2024, our overall open model office count will continue to face macro headwinds. It's likely going to be flat but slightly up for the year. We expect to steadily improve our franchise sales as the market stabilizes and we rebuild our pipeline. Lastly, in September, RE/MAX, LLC entered into a nationwide settlement associated with costly industry litigation. We did so to protect our U.S. agents, franchisees and the company from multiple transaction lawsuits. The proposed settlement is subject to final court approval slated for early May and while the settlement came at a significant financial cost, we believe it was the right decision for all of our stakeholders, affiliates, employees, shareholders, and debt-holders alike. We view it as an investment in the brand, the network, the franchisees, and most importantly, the agents. Many people have suggested the proposed settlement is a differentiator. It could actually create a new competitive advantage; we certainly hope so and think it can be. With that, I'll turn it over to Karri.

Thank you, Erik. Good morning, everyone. Better-than-expected margins from expected expense management highlighted our fourth quarter performance. Driven by deliberate moves we made last summer to right-size our cost structure amidst a very challenging housing market. Some of the notable quarterly financial highlights included total revenue of $76.6 million, adjusted EBITDA of $23 million with an adjusted EBITDA margin of 30%, and adjusted diluted EPS of $0.30. Looking closer at revenue, excluding the marketing funds, revenue was $56 million, a decrease of 5.8% compared to the same period last year. This decrease was driven by negative 5.6% organic growth and adverse foreign currency movements of 0.2%. Organic growth decreased principally due to a reduction in U.S. agent counts and lower broker fees, partially offset by higher mortgage segment revenue. Notably, while our organic growth rate remained negative, the pace of the decline did slow since Q3 as we started to lap the tougher comparable quarters. Q4 selling, operating and administrative expenses increased 9.6% to $39.1 million, primarily due to changes in the fair value of contingent consideration liabilities. During the fourth quarter, given the continued macroeconomic pressures which caused mortgage rates to reach multi-decade highs, we revised the mortgage segment's near-term franchise sales forecast for the next three years. This, along with fewer-than-expected franchise sales in 2023, caused a decline in our mortgage segment's projected future cash flows. The reduction in our near-term franchise sales outlook was the principal driver of the non-cash goodwill impairment charge of $18.6 million. Despite the current headwinds, we remain bullish on our mortgage opportunity and believe we can meaningfully accelerate our franchise sales pace over the medium and long term, given the compelling value proposition offered by both Motto and wemlo. From a capital allocation perspective, our priorities are unchanged since last quarter. While we are pleased to have been granted preliminary approval of our settlement and are seeing some reasons for optimism from a macro perspective, uncertainty with respect to 2024 remains. As a result, we continue to be responsible stewards of capital and think it's best to focus on replenishing our cash in the near term. That said, we believe we still have the financial flexibility to pursue those growth opportunities where we see the greatest potential. Before I get to our outlook, I wanted to mention a few items impacting year-over-year comparisons. First, last year was RE/MAX's 50th anniversary celebration, and our annual agent convention had the highest attendance in more than 15 years. We do expect a smaller crowd this year, resulting in a reduction to other revenue in Q1 of between $3 and $3.5 million. In addition, given the wind-down of our booj, First and Gadberry operations, we expect a year-over-year decline of approximately $3 million in revenue and $1 million in adjusted EBITDA in FY24. Of this amount, we expect the Q1 impact to be a year-over-year reduction of approximately $1 million in revenue and $0.5 million in earnings. Lastly, as a follow-up to what Erik mentioned related to teams, the Modified and Expanded Teams program offers an alternative fee structure that is designed to support and encourage the growth of medium- to large-size teams. To activate the program's financial incentives, which include reduced recurring fees and a broker fee cap, a brokerage in an eligible state must first add any combination of six new team leaders or members from outside of the network. As a result of this growth requirement, we expect to incur less than $1 million of foregone revenue in 2024 related to the expansion of this program. We included additional details about the initiative in our Form 10-K and are happy to answer any questions you might have regarding the program. Our first quarter and full year 2024 outlook assumes no further currency movements, acquisitions, or divestitures. For the first quarter of 2024, we expect agent counts to change from a negative 0.5% to a positive 0.5% over the first quarter of 2023, revenue in a range of $75 million to $80 million, including revenue from the marketing funds in a range of $19 million to $21 million, and adjusted EBITDA in a range of $16.5 million to $19.5 million. For the full year 2024, we expect agent counts to change from a negative 0.5% to a positive 1.5% over the full year 2023, revenue in a range of $300 million to $320 million, including revenue from the marketing funds in a range of $78 million to $82 million, and adjusted EBITDA in a range of $90 million to $100 million. With that, operator, let's open it up for questions.

Thank you. Your first question comes from the line of Soham Bhonsle from BTIG. Please go ahead.

Hey, everyone. Good morning. Hope you're doing well. Erik, welcome to the fold. I guess you've had some time to sit back and assess the whole situation, and it sounds like what you're saying is the current programs that you have in place are sort of where you want to go going forward. So, I just want to hone into that for a little bit and maybe just provide us some quantification around what benefits you're seeing from these programs versus folks that are not in this program, just to give us confidence around agent count growth and things of that sort?

Yeah, sure. I think I'll let maybe Amy talk a little bit about some of the benefits that she's hearing specifically from the network. But, look, I mean, I'm just over three months now. I appreciate the welcome. I am, as I stated earlier, drinking a little bit from a fire hose, and I've been on a bit of a tour of duty. And I think from a high-level perspective, there are definitely opportunities. I'm not trying to hide the fact that 2023 was definitely a rough year for the industry and for the team. But I think what the team's done a good job of, and we'll continue to build on this because the foundation is there, is to continue to focus on some things that are working and discontinue some things that may not be as effective. Not only in the 10-K but in the opening remarks, there are opportunities still with franchise sales. CM&A is a good program for us. The teams initiative, although my personal feeling is it was in pilot way too long, is something we have to get out, and we have to do that in a prudent investment-type manner. We're hearing good feedback from the channel. I'll let Amy maybe dip into that a little bit more to provide you some color, and then I'm happy to take a follow-up on that somehow.

Sure. Good morning. It's important. Our initiatives are really driving the desired behaviors and outcomes. That's evident from the CM&A results, given that they doubled. So we intend to put our foot on the gas there and continue forward. An example is we added hundreds of agents in Q4 as a result of that. In addition, with teams expanding, we've seen great results, and we've now launched it to our additional U.S. core states. We anticipate good results from that.

Hey, Soham. It's Karri. Just a couple things that I would note more from a financial perspective, because I agree with what Erik and Amy have commented on. One is it relates to CM&A. We have done some look-back analyses, and the returns on those are really consistent with what our expectations are. We're doing everything we can to meet our customers and the marketplace with different innovative solutions and bringing those to RE/MAX, given the strength of the brand. I also wanted to highlight some of the differences in terms of the rollout. When we announced the modification, there's a different component there, and it's really some lessons learned as we've iterated and gone through this program, where we're requiring our franchisees to actually bring on new agents to be eligible for the fee concessions. They have to bring in six additional agents into their brokerage before they're eligible to participate in the program. As I mentioned in the scripted remarks, it's about a $1 million investment that we expect currently this year, which is a lot less than the investment was when we launched in the initial five states in the summer of 2022.

Okay, great. Thanks a lot for the color. And then, Karri, on the revenue guide, it's coming a little lighter than we were expecting. But then if I sort of marry that with just where you are sort of forecasting agent count to be, it looks like, expecting some sort of lift in the back half. And so, should we take that to mean that, you know, the lower revenue, really the biggest piece here is the model piece, and then everything else is sort of smaller? Just any, yeah, any sort of level of impact would be helpful?

Sure, yeah. So I guess I would highlight kind of three things there. One, keep in mind, and I mentioned this in the scripted remarks, that in Q1, we are expecting headwinds of $3 to $3.5 million because of our annual agent conference. Last year, the 50th anniversary just had the highest attendance we've seen in about 15 years, and we do expect lower attendance this year. We also have some year-over-year headwinds just with the wind-down of our legacy tech business. So on a full-year basis, that's another, call it roughly $3 million. And then the million that I mentioned on the teams initiative. We've got puts and takes throughout the course of the rest of the business. On the mortgage side, we were pleased to see, obviously, in a very, very difficult end market, we did eke out a little bit of organic growth in 2023. As we look ahead to 2024, we still think that there's a lot of optimism around that business, but the growth rate looks probably comparable, if not just a little stronger.

Okay, great. And then just, Karri, quickly on the TLR, if there's an update there, that would be helpful, too.

Sure. So, you know, we disclosed a lot of information with respect to that in our 10-K. Based on how we look at the TLR calculation in accordance with the credit agreement, as of the end of the year, we're looking at a ratio of 7.8. One of the things that's really important there, though, that I wanted to stress, is that we do anticipate being below that 4.5 times by the end of the third quarter. And I think the thing that we always just have to keep in mind is the overall strength of the model, right? The 100% franchise business, the asset-light model. As Erik mentioned in the scripted remarks, we think the settlement is an investment that is having an adverse, obviously, impact on the TLR right now. But we'll get past that here in 2024 and move forward with the operational and financial strengths and characteristics of the business.

Okay, great. Thanks a lot for the color.

Your next question comes from the line of Anthony Paolone from JPMorgan. Please go ahead.

Great, thanks. Welcome, Erik, and congratulations, Amy. My first question is, can you maybe step back? Because it sounds like maybe you learned some lessons with the teams rollout and the broker rollout. And just refresh us on just what exactly the value proposition and what RE/MAX is offering for teams to come over. I just want to try to bridge sort of that financial impact and kind of what exactly the incentives are.

Hey, good morning, Tony. It's Karri. I'll go ahead and start. And then if there's anything that I've missed, the team can jump in. So I think when we look at the overall team's offering, we're looking at it kind of across three different verticals. One is from kind of an education perspective. We've got a lot of initiatives with various partners in terms of how do we help our brokerages and our team leaders not only build and scale their businesses at a brokerage level or at a team level. Second, is around technology. So the launch of the KB Core platform was instrumental in terms of providing a team-specific instance to help teams more effectively and efficiently manage their business. Because at RE/MAX, whether you're an individual or a team, productivity is key to us. And everything we do to enable our network from a technology perspective is important. Lastly, looking at how we can really be competitive in the marketplace from an economics perspective. The changes that we've made in the initial five-state rollout, there was not a growth component. It was basically entirely foregone revenue. When we announced that program back in 2022, we said it was going to be an annualized impact of kind of $3 to $4 million just for those five states. Now what we've learned is we really want to partner with the network, and that's important from a growth perspective and make sure that they've got some skin in the game. Now there is a growth requirement where offices, franchisees have to recruit six new team members or team leaders into their office to be eligible for the competitive fee program. The financial impact is a little bit less for the rest of the rollout.

Okay. So then just to understand, though, there's some financial impact with this, but if you all deem it successful and it's working and it gets fully rolled out, like should we expect just a continued financial headwind until the whole thing is, I guess, kind of dialed into the system? Like is that a couple years process or just trying to play that out?

No. I mean, because we're rolling it out effective 4.1, there could be a little bit of a trickle into Q1 of 2025, but it probably is a 12-month investment, and then we should have tailwind after that.

Okay. And then just my follow-up is just a bit more bigger picture on just U.S. agent count. Do you think there's a lot more to go in terms of agents leaving the industry given just the muted level of activity now for a decent amount of time? Like is there a lag there? And I understand the RE/MAX agents are more productive and likely to push through all this. But just trying to get your view on kind of where we are in terms of just the overall industry and how much more there might need to be in terms of shrinking agents.

I think a couple of thoughts there. First of all, you know, this time of year, we always see a purging of nonproductive agents just across the industry as a whole. But given our agents are more professional and more productive, you know, we tend to be a little bit more insulated from that. In addition, I think we anticipate more transactions this year than last year. So actually, that should be, you know, to our favor given our model and our structure.

Your next question comes from the line of Tommy McJoynt from KBW. Please go ahead.

Hey, good morning, guys. Thanks for taking my questions and welcome to everyone new on the call here. I wanted to see if we could dig into a little bit on the agent count guidance that you guys did provide just for the total agent count. If we were able to kind of break it down by geography, maybe at least directionally, that'd be helpful. Relative to last year, we saw the U.S. down 6% and Canada flat and then international up 7%. Just directionally, relative to those figures, do you envision acceleration or deceleration of those last year's trends in each of those regions?

Hey, good morning, Tommy. Good morning, Karri. So, yeah, I think the trends are going to be similar, but hopefully some improvement. Still expecting kind of relatively flat performance in Canada. It's been a tough end market there, but I think it really does highlight the strength of the brand up in Canada. Still expecting to see growth in international. Again, hallmark of the RE/MAX brand is just the global footprint. And then in the U.S., still expecting to see some pressure, but hopefully a little bit less of a decline than what we saw in 2023.

Okay, got it. Thank you. And then the next question, you mentioned the revenue headwinds related to the convention and then the legacy tech revenue headwinds. What's the impact on earnings or EBITDA from those two items?

So, yeah, the impact to the convention is kind of 0.5 million in Q1. And then on the others, it's about $1 million for the full year.

Perfect. Got it. Okay. And then just my last question, you know, with RE/MAX agents obviously representing such a broad base of the market, naturally you kind of see lots of data on how your agents are transacting. With all the headlines around the settlement and the class action litigation in the industry, have you noticed any increase in the use of buyer-agent agreements or more buyers paying their buyer agents directly or any new commission models that have gained traction, like, you know, flat fee models or just kind of what are you seeing in the past few months now that, you know, some of these headlines have become more pronounced?

Hi, Tommy, it's Erik. I'm going to comment on that. I'll let Amy kind of dig into some of the details. But I think, one of the things from the investment there on a differentiated basis is we're getting a lot of positive feedback from the network, right, and feedback about that for 50 years really we've cared about agents and agents feel like with us leading with anywhere on the settlement, they appreciate that leadership position and they appreciate us making an investment in helping them through a very tough time. On the agreement side, I'll let Amy comment on a few more details that she's hearing specifically from the network.

Yes, I think, first of all, I think that this shows that we care about our agents and without a doubt the sentiment is terrific. One of our big things is education and, for example, we in RE/MAX University, we offer something called the accredited buyer representative designation which gives our agents education on exactly how to articulate their value proposition, et cetera. We anticipate that, there will be more demand for that as we move through, but as far as varied models, et cetera, that are out there, I think it's too soon to really highlight those.

And, Tommy, I would add in there that on the mortgage side of the house, they're continuing to be ahead of the curve as well. They’re talking to different groups, talking to Fannie, Freddie, FHA, VA to understand can we potentially put the buyer's agency commission into the transaction in some form or fashion? Even the mortgage side of the house is trying to figure out if changes happen in the industry, how can we support those changes?

Yes, I agree. Thank you. It'll be interesting to watch how that develops. Thanks for the responses.

Your next question comes from the line of Ryan McKeveny from Zelman. Please go ahead.

Hi, good morning. Welcome to Erik and Amy. A bit of a high-level question for Amy, so I think pretty ingrained and visible and respected, obviously, across the network for a long time. So I guess anything you can share on maybe what your strategic approach will be, what should franchise owners and agents think about that's maybe going to be the same or different than Nick in that seat and just kind of big picture opportunities you see to kind of move the needle going forward would be great? Thank you very much.

Hi, Ryan, it's Erik. I mean, it's just day one right off the bat, what is the overall strategy? So I appreciate the pressure. And Amy, she's got a good response for that.

Yes, having been in the business for a very long time as an agent, a team leader, a broker, I do see things from an entrepreneurial standpoint, from their standpoint. I've used that experience in almost the last four years that I've been on this side to help drive the initiatives forward to provide our network with what they need to excel. Of course, I echo Erik's sentiments with respect to we’ve got to stabilize agent count and grow agent count in the U.S. That will be the first and foremost priority that I have.

Hi, look, Ryan, I think we do that a bit by, obviously leaning in. You know, it's been a tough year like I've stated. But the great thing and one of the reasons that I stated on why I love this network is just the passion, not only the passion from the people here at HQ or the folks in the field that are supporting our RE/MAX brokers and agents, but the network itself has an unbelievable passion for the brand, for what they do daily, for being curious about how they can get better, about innovating. From a corporate perspective or a franchise perspective, there are opportunities for us to lean in and to educate, in a different way, to use technology to help enable effectiveness and efficiency. Don't be confused. I mean, we are people-focused, technology-enabled, and we'll lean into that. There are areas of opportunity for us. What you'll see us do here over the course of 2024 is to continue to lean into the details and start to bend the trend. Some of our efforts, whether it's BMA or teams, are showing positive results. But we also have a few agents that are leaving the network that might want to stay. You can understand this. People don't necessarily leave a brand or a company; they leave a manager. You'll see us continue with differentiated programs over the course of 2024 to help agents find a home where they can be productive and feel welcomed and continue to do the great work that they do with consumers every single day.

Yes, thanks so much. That's really helpful commentary from both of you. Karri, just one final on the international agent count. Obviously, it's been a big growth component of things. If we just look at the January 2024 operating stats against 4Q, it looks like at least through January there's a bit of a step lower internationally. I guess I'm curious if there's anything to call out there. I know you already made the comment that big picture, you think that'll remain a growth driver. But anything going on near term to call out there?

Yes, you're right. We did see a little bit of pressure in January. A lot of times our global regions kind of evaluate quotas, non-performing agents and offices throughout the year. We have some volatility just in terms of how that activity is reported. That just happened to be reported in January. The thing I would note is what we're seeing in February so far is that the international agent count is off to a solid start. As I mentioned earlier, we expect to kind of see that healthy growth rate continue as we progress through 2024.

Okay, perfect. Thank you so much.

Your next question comes from the line of Ronald Kamdem from Morgan Stanley. Please go ahead.

Great. Hi, welcome, Erik, and congrats to everyone. Just a couple quick ones. Just looking at the 10K regarding sort of the settlement agreement, I think you mentioned that sort of May 9th is a final approval hearing. But I guess I was surprised to see that, you know, there was some additional disclosures. So on February 15th, it looks like the DOJ filed a statement here denying approval of another settlement. Looks like there were some additional litigation claims that were also disclosed this quarter versus last. So I guess the question is, are those additional disclosures, are we supposed to, how are we supposed to think about those? Are they completely irrelevant, not related to the May 9th situation? Do they have an impact? And sort of bigger picture as you sort of take a step back, how does that impact just how long this litigation settlement could be an overhang for the company?

Hi, good morning, Ron. It's Karri. So I think a couple of things that I want to stress about the settlement. First and foremost, we, as Erik mentioned, are extremely happy with the decisions that we made to settle the cases on behalf of our network, our franchisees, our agents, and really all of our stakeholders. As it relates to a lot of the additional disclosures, those relate to some copycat cases that have subsequently been filed after the October 31st verdict. Importantly to note, our settlement does cover and releases us on all claims for home sellers on a nationwide basis. Once May 9th gets here, we are cautiously optimistic about final approval. We expect those copycat cases would go away and be subsumed. We obviously just had to disclose the fact that they did exist as it relates to the company.

Your next question comes from the line of John Campbell from Stephens. Please go ahead.

Hey, guys. Good morning.

Good morning.

I wanted to zoom out and maybe talk overall strategy. I mean, it sounds like you guys are remaining laser-focused on the better domestic growth. You rolled out a ton of new initiatives that some of those appear pretty promising on our end. You've pivoted away, in the past, you had a philosophy around kind of owning the technology. Obviously, you've outsourced that and kind of partnered. So that was a pretty big pivot, but I'm curious about whether you're considering if all things are on the table, like I'm thinking more about like the legacy items, maybe the foundation of the business. So thinking of things like the continuing franchise fees and then annual dues and then also the minimum agent count. I know that's here and there is called a little bit of strife with some owners. So I'm wondering if you're considering changing some of those items and maybe if you could talk to those?

Hey, John, it's Erik. How are you doing?

Good.

Look, I think we've got a great foundation in place. A few things here, one is, in my opening remarks, I hinted towards it, but just from a baseline perspective, we're not going to throw necessarily the baby out with the bathwater. Right. You've got a good foundation in place. We're going to operate as effectively and as efficiently as we can. That may be a bit more sales rigor, that may be disciplined around a few other items, but I come from obviously an operations background and I'll bring a little bit of that to RE/MAX and to help also franchisees in their local communities, run better businesses and be more effective and efficient. On your technology front, I said it earlier, but I'll reinforce it. I mean, we are a people focused business. Right. I feel like the transaction is about the agent. They can provide more success. Consumers want that. That doesn't mean we ignore technology, but we enable effectiveness and customer experience with technology. People-focused, technology-enabled, definitely. There's no doubt here there's a curiosity, especially in the channel and with our network and our agents or brokers and folks here. We will explore a growth mindset. That's about curiosity, innovation, leaning in to discover new things where we can help. We will be laser focused on improving the customer experience and being the absolute best there. I'm very passionate about that, but at the same time, it is a clean sheet of paper. I'm coming in brand new. I like to wake up every day and think about, whether it's the example of day zero or day one, you can think about a clean sheet or a blank whiteboard and so we will be open-minded. We'll also be opportunistic. I know you'd love to hear exactly what our strategy is going to be. We're not going to lay that out quite yet, but we are working on it. More to come there. But there's nothing really closed off, I guess, I'd say, John. If it's a different way to think about helping brokers and owners be successful in the market or helping agents, that could be fields – fees, that could be tools, that could be programs like teams. All those things are on the table. So a long answer with no answer for you.

John, I was a little surprised to hear about the model impairment charge. It seems like you guys have obviously performed well there. I mean, obviously the mortgage market is very difficult. Housing is difficult, but then you've got the refi impact on mortgage that has added another layer of complexity. But I'm curious if that impairment, if that's more of a markdown from a, maybe like an ultra-bullish outlook and just kind of taking that down a bit, or is there something structural where the, maybe the current best basis at risk? I know you guys mentioned the word churn, which you haven't really mentioned much about model in the past. I'm curious about whether that's, again, taking that down from a very bullish long-term forecast versus something systemic. Yeah. Hey, it's a great, and it's a valid question, John. As I said in the scripted remarks, we continue to be very bullish on the opportunity for the mortgage segment. Both the Motto business from a franchise sales perspective, obviously sales are down, but we're still selling franchises in the mortgage space in a historically difficult mortgage environment. On the welmo side, continue to see strong growth there. Given how the service there is included and mandated in the franchise agreement, we still continue to be very bullish on the opportunity there. Unfortunately, really tied up kind of in the accounting rules, we had to just really put our best foot forward in terms of what the projected near-term cash flows were related to that business. It's really because of the macro environment and that reduction in near-term cash flows that caused the impairment, but nothing structural or how we see the long-term opportunity associated with that business.

And John, maybe Ward can comment on a churn. That also might be a legacy term that I've used from my old pay TV days. But, I'll let Ward comment on that.

Yeah. I mean, obviously '23 was a tough year in the mortgage industry. We did have some terminations that stepped up a little bit, but we feel like with any kind of change in interest rates, we can improve that. We started to focus on recruiting LOs to try and benefit our owners, get them more LOs into the office or loan originators so that they can do more business and make sure that they stay strong and sound in the near future.

Okay. That's helpful.

Maybe I could squeeze in one more here and it's related to the Motto, but it's clear to see the decline in the franchise, the sign franchises over the last couple of years. I think you're doing maybe a little bit less than half of what you did probably two or three years ago. As you took this impairment charge, you're having to forecast out what you’re assuming for franchise sales here. I don't know if you can try a little bit of color there, any kind of indication of what that might look like this year? Do you expect that to bounce back as overall mortgage market bounces back, just kind of any direction on that? Sure. As we look at that forecast that's embedded kind of in that cash flow analysis, we're kind of ramping from tens of sales up to hundreds in the outer years. Near term, in 2024, we're looking to have some growth last year; we did 27 looking maybe in that 40 to 50-ish range this year, that's obviously dependent on what happens from a macro perspective and what happens with rates. As I said, Ward and the team have done a great job still even selling a mortgage product in a really difficult end market.

And that does conclude our question-and-answer session. I will now turn the conference over to Andy Schulz for closing remarks.

Thank you, operator. And thanks to everyone for joining our call today. If you have any additional questions, please reach out to investor relations otherwise have a terrific weekend.

This concludes today's conference call. Thank you for your participation, and you may now disconnect.