Anywhere Real Estate Inc.

We'll be right back.

Thank you, operator. On the call with me today are Anywhere CEO and President Ryan Schneider and CFO Charlotte Simonelli. On September 22nd, Compass and Anywhere jointly announced the signing of a definitive merger agreement to combine in an all-stock transaction. The merger is expected to close in the second half of 2026, subject to approval by both companies' shareholders and the satisfaction of customary closing conditions, including receipt of regulatory approvals. As is typical in situations where there's a pending merger, The company is suspending its forward guidance, and we will no longer provide an update on how it's tracking towards its prior guidance. However, we will continue to share updates on our execution towards the $100 million cost savings target. Deal-related expenses will be excluded from operating EBITDA and added to the restructuring and merger-related cost line item. While employee non-cash stock-based compensation is added back to operating EBITDA, cash settled compensation expense is not. Long-term incentives are comprised of cash-settled restricted stock units, performance and time-based awards. Of these awards, a substantial portion of the long-term cash-settled awards granted by Anywhere to select employees is marked to market each period based upon the company's stock price, which increased appreciably during the third quarter of 2025. To support peer comparisons, we have provided a breakdown of expenses related to our long-term cash-settled compensation expense. Any forward-looking statements made during today's call are based on current expectations in the current economic environment. Forward-looking statements are inherently subject to significant economic, competitive, antitrust, and other litigation, regulatory, and other uncertainties and contingencies, many of which are beyond the control of management, including, among others, industry and macroeconomic developments. Important assumptions and factors that can cause actual results to differ materially from those in the forward-looking statements are specified in our earnings release dated today, as well as our annual and quarterly SEC filings. Unless stated otherwise, growth figures should be assumed to be year-over-year. Switching to some call logistics definitions and data points. October month and date is through October 27, 2025, with both open and closed volume comparisons based on the same number of business days in October 2025 and October 2024. Growth in business recruited pursuant to other productive agent recruiting program at advisors is measured using the estimated last 12-month closed gross commission income of the new agents prior to joining Anywhere. The top half of agents retained at advisors is measured using the amount of production generated by agents remaining with the company a year following an initial 12-month measuring period based on the gross commission income generated during that initial measuring period. For those who listened to the rebroadcast of this presentation, we remind you that the remarks made herein as of today, November 4th, have not been updated after the initial earnings call. Lastly, we are limited in the level of detail we can provide at this stage in the merger, and we'll keep you updated through our normal disclosure channels. As such, the company will not be taking any questions following the conference call. Now, I will turn the call over to our CEO and President, Ryan Schneider.

Thank you, Tom. Good morning, everyone, and thank you for joining us today. On our second quarter call, we outlined our intent to drive meaningful innovation across the real estate experience. A literal over 90 days later, we have taken an important step forward. The proposed merger with Compass advances that journey. By bringing together two of the most innovative and respected organizations in real estate, anywhere in Compass, we expect to create a platform where agents, franchisees, and employees can thrive. while delivering even greater value to home buyers and sellers across every phase of the transaction. Importantly, we expect that this can be done while preserving the unique independence and identity of each leading brand. We believe this transaction will deliver the best possible outcome for our customers, agents, franchisees, investors, and employees. With that, let me step back and provide some details about how we executed in the quarter. We delivered 1.6 billion of revenue, up 6%, and 100 million of operating EBITDA. Excluding employee cash settled RSU awards, which rose significantly as our stock price nearly tripled in the quarter, operating EBITDA would have been 24 million higher. Q3 closed transaction volume was up 7%, with the first growth in units since Q4 of 2024. These results show the sustained momentum we demonstrated in Q2 and outperformed NAR's volume growth by over two percentage points in the quarter. Our outlook for the fourth quarter is positive. September saw a 9% increase in open volume. This upward trend continued into October, with closed volume increasing 9% and open volume increasing 6%. And all of these metrics show growth in transaction units. signaling healthier growth prospects for the remainder of the year. Our industry-leading luxury businesses, anchored by Sotheby's International Realty, Corcoran, and Caldwell Banker Global Luxury, continue to be a strategic growth engine. Luxury delivered 12% year-over-year volume growth in the quarter, driven by a 9% increase in units and a 3% increase in price. We sold 345 homes priced $10 million or higher in Q3 a 30% increase from the prior year. Beyond our success and luxury, we continue to build our agent engine and grow our diversified revenue streams. We are seeing improving momentum in our advisors business with revenue of 7% driven by robust agent recruiting and near record retention of productive agents as our compelling value proposition continues to resonate with great agents across the country. Advisors recruited nearly 500 productive agents in the quarter and saw 12% year-over-year growth in business recruited. And we are having even greater success retaining top talent in this highly competitive market, with advisors' agent retention reaching nearly 95% among the top half of producing agents in Q3. This is among the highest rates we have ever achieved, with even stronger retention in our luxury brand. We are also seeing growth across our franchise title and escrow and Cardiff relocation operations, reflecting the strength of our diversified model. In Q3, Anywhere Brands revenue increased 2%, supported by growth in our high margin franchise business, which welcomed 13 new US franchisees and one international expansion. Title Group revenue grew by 7% as our full service title and escrow business, including our minority owned mortgage joint venture, remains a key driver of the integrated transaction. Title revenue is unit-driven, so the increase in transaction units this quarter is encouraging, especially given that we generate approximately $3,500 per unit. And our Cardus relocation business, which serves nearly a third of the Fortune 100 companies, continues to grow with eight new clients and expanded services for over 70 clients in Q3. while also driving downstream revenue by providing high-quality leads to our agents and franchisees. Now, in addition to driving growth, we remain focused on accelerating our aggressive AI agenda, deploying generative AI at scale across many parts of our business to drive better experiences faster and at lower cost. Since we last spoke, we launched an AI-powered tool that extracts and inputs listing agreements directly into our systems, reducing the time it takes agents to enter a new listing from 10 to 15 minutes to under 60 seconds. This not only saves time, but also optimizes workflows, allowing agents to focus more on serving their clients and closing deals. Building on that success, we are leveraging the same technology in our buyer agreements to streamline data entry and automate primary service lead generation. As we shared in prior quarters, we see an opportunity to turn the buyer's agreements, a perceived market risk, into an opportunity by leveraging it to promote our differentiated service offerings. Our mortgage and title pilots are now rolled out in relevant markets across our national footprint, with mortgage capture up 2.5 percentage points and title results still pending. By improving the end-to-end integrated transaction experience, We can enhance customer service and increase revenue. Our strategic use of AI continues to set us apart, earning Anywhere Real Estate the distinction of best use of AI by a brokerage for the second consecutive year from a leading real estate publication. In addition to this honor, several of our brands were also recognized for their innovative application of AI in marketing, reinforcing our position as a technology forward leader in the industry. So we are excited to be here in November delivering strong results for the quarter, improved growth momentum, and clear execution against our strategy. With that, let me turn the call over to Charlotte.

Good morning, everyone. The announcement of our proposed merger with Compass marks a significant milestone for our company. Our focus remains on advancing our strategic priorities and driving long-term values. With that in mind, I will now highlight our Q3 2025 financial results. Q3 revenue was $1.6 billion, up 6% versus prior year, and Q3 operating EBITDA was $100 million, down $8 million versus prior year, driven by the $16 million year-over-year increase in employee long-term cash incentive costs, primarily associated with strength in our share price. In addition, continuing the trend we have seen over the course of the year, we also faced elevated health and welfare costs, which rose $3 million in the quarter. Despite these headwinds, our 6% margin underscores the resilience of our diversified revenue streams. We realized $28 million in cost savings in the quarter and $67 million of cost savings year-to-date. We are on target to achieve $100 million in cost savings for 2025, with 100% of our savings already identified. Additionally, we took temporary cost management measures beginning in late Q2, delivering another $6 million in Q3 and $8 million year to date. We generated $92 million of free cash flow, down $7 million year over year, due predominantly to a step up in our capital expenditures to support the investments in AI transformation initiatives. Following the 500 million second lien debt issuance in Q2, we repurchased an additional 22 million of exchangeable notes during Q3 at a discount, building on the 345 million repurchased last quarter. We expect to repurchase the remaining 36 million over the next six months. We also reduced our revolver balance by $195 million in Q3, bringing it down to $415 million at the quarter end. With no significant note maturities until 2029 and ample liquidity available under the revolver, we remain confident in our financial position. Now let me provide more details about our business segment performance. Anywhere Brands, which includes lease and relocation operating EBITDA, was $155 million, up $4 million versus prior year, due to higher revenue despite increased employee costs and negative currency effects in relocation. The business showed strong performance, with 57% operating EBITDA margin, including $90 million in intercompany fees from our advisor's business. We are proud of the strength and consistency of this business, delivering a high margin and recurring royalty streams. Anywhere Advisors operating EBITDA was negative 11 million, flat versus prior year, driven by an increase in transaction volume, but offset by higher employee costs. Operating EBITDA margin was negative 1%. Excluding the intercompany payments, Advisors operating EBITDA margin was 6% or $79 million in operating EBITDA, demonstrating the segment's underlying profitability. Advisors average broker commission rates increased one basis point year over year, increasing revenue capture per transaction. Following last year's industry changes, we have seen changes in how and when negotiation of commission occurs. But ABCR has been sequentially stable at approximately 2.37% for the last 12 months, highlighting the value that agents bring to the transaction. Q3 agent commission splits were 80.7%, up 30 basis points year over year. The increase was primarily attributable to agent mix, as our top agents continued to capture a larger share of overall transactions. Commission splits have been relatively stable in the 80% to 81% range for the past several years. Anywhere integrated services operating EBITDA was negative $1 million, down $3 million versus prior year, as higher revenue was offset by increased employee-related costs and volume-driven expenses. Operating EBITDA margin was negative 1%, reflecting the high fixed-cost nature of the business in a tough housing market. That said, the increase in transactions during the quarter was a step in the right direction as the segment is levered to a housing recovery. We continue to enhance our operations through Reimagine 25, an ambitious transformation effort designed to set us up for greater growth and long-term success. By leveraging AI-enabled technology to reduce manual processes, we aim to enhance our value proposition and unlock growth opportunities. Some of our most recent applications of AI include automating the transaction processing of approximately 15,000 Coldwell Banker Realty brokerage documents received daily. At the end of Q3, 50% of documents were fully automated, up from one-third last quarter. Generating complex documents, such as the first draft of a franchise agreement. And automating the manual invoice entry process. with 45% of our invoices now processed using AI. These examples reflect the meaningful progress we're making across the business, and we're just getting started. Reimagine 25 is a comprehensive enterprise-wide effort that delivers better experiences faster and at lower cost. As noted in the opening remarks, due to the proposed merger, we will be suspending our forward-looking guidance. and we will not be holding a Q&A session. Let me now turn the call back to Ryan for some closing remarks.

Thank you, Charlene. In closing, we are executing with momentum across multiple growth sectors, transforming the transaction experience through innovation and generative AI, delivering better experiences faster and at lower cost. Carrying that momentum with the proposed merger with Compass will create the premier real estate platform and marks a defining step forward for the industry. I want to thank our nearly 8,000 employees whose dedication makes all of this possible. We are energized by the opportunity ahead.

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