Participants

Marco Fregenal; President, Chief Executive Officer, Chief Financial Officer, Director; Fathom Holdings Inc

Darren Aftahi; Managing Director, Senior Research Analyst; Roth Capital Partners LLC

Presentation

Operator

Greetings. Welcome to the Fathom Holdings Inc fourth-quarter 2024 conference call. (Operator Instructions)
Please note this conference is being recorded. I will now turn the conference over to your host, [Paul Kuntz]. You may begin.

Thank you and good afternoon. Welcome to Fathom Holdings' fourth-quarter and full-year 2024 conference call. Joining us today is the company's CEO, Marco Fregenal.
Before I turn the call over to management, I want 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 outlined in the risk factor section of the company's Form 10-K and other company filings made with the SEC, copies of which are available at 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 discuss adjusted EBITDA, a non-GAAP financial measure as defined by SEC Regulation G. The 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 will now turn the call over to Fathom's CEO, Marco Fregenal. Please proceed.

Marco Fregenal

Thank you, Paul. Good afternoon, everyone, and welcome to Fathom Holdings' fourth-quarter 2024 conference call. Thank you for joining us today.
Before I go into the details of our performance, I want to acknowledge the remarkable commitment, adaptability, and resilience of our entire Fathom team, our agents, staff, and leadership team. This past year has challenged all of us with the high mortgage rates, victim-buyer behavior, regulatory changes, and of course, ongoing litigation. The broader market headwinds have certainly made it difficult for last year. However, I want to stress that we remain confident about our future. We believe 2025 will be a breakout year for Fathom, and that we have laid out a strong foundation to help us push through the market volatility.
Let me start by reviewing our fourth quarter results for 2024. Our total revenue grew approximately 24%, reaching $91.7 million, up from $74.1 million in Q4 of 2023. Gross profit increased by 25%, growing from $5.3 million in Q4 of 2023 to $6.7 million this quarter. Excluding Dagley Insurance, which we sold in May of 2024, gross profit rose 59%, from $4.2 million to $6.7 million. GAAP net loss for 2024 fourth quarter was $6.2 million or $0.29 per share, compared with a loss of $8.4 million or $0.50 per share for the 2023 fourth quarter.
While we're pleased with the revenue gross profit growth, our EBITDA loss is not where we would like it to be. Adjusted EBITDA loss and non-GAAP measure came in at $2.9 million for the fourth quarter of 2024, matching the loss of $2.9 million from the same period in 2023. Rising mortgage rates in the last quarter of 2024, combined with an approximately $1.3 million one-time expenses, kept us from moving into positive EBITDA territory.
Despite these challenges, we remain dedicated to achieving sustainable, positive adjusted EBITDA, potentially as early as the second quarter of 2025. Agent count increased by 21%, from approximately 11,795 to approximately 14,300 agent licenses at year end. And transactions rose by 22%, from 8,114 to 9,903, indicating our agent network still generating solid activity.
Turning to the broader real estate market, we've noticed a slight decline in mortgage rates from their unexpected spike late last year. If rates stabilize or continue to drop, we think it will provide tailwind as we move into the spring buying season.
In some markets, transactions in the first two months of 2025 are running at about 3% below comparable period in 2024. While we anticipate rate change declines, we may help close the GAAP. Price reductions on listings have ticked up slightly, about 33% of listings in March have had a price drop, compared to 30% last year.
Actual home sale prices overall still see modest gains of 2% to 3% year over year. In some regions, however, prices are flat, which may help with affordability. Inventory has increased about 30% compared to a year ago, signaling a shift toward a more balanced or even buyer-friendly market in some areas.
According to NAR's Chief Economist, if rates fall lower, the industry could see transactions in the second half of the year outpace last year by as much as 9%. In this competitive market, Fathom stands out having one of the lowest direct costs per transaction at just $264 per transaction, while many of our peers average $1,200 to $1,800 per transaction. This advantage enables us to stay lean, offer agents compelling value propositions, and continue investing in technology, training, and support.
Looking ahead to 2025, we see three primary avenues for reaching EBITDA profitability. First, increased revenue from acquisitions; in November 2024, we acquired My Home Group, which will bring us about $110 million in revenue in 2025. We're also exploring additional acquisitions and walkovers of smaller brokerages.
Second is through high-gross profit. Our mortgage title and other ancillary services have been growing faster than our real estate revenue, enhancing cross-selling opportunities and strengthening our bottom line.
And third is expense management through anticipated cost reductions of about $2 million on an annualized basis. Now, let me now shift our focus on ancillary businesses, where we have been increasing our tax rate and driving higher year-over-year revenue and gross profit. Our mortgage division, Encompass Lending Group saw a revenue increase of 11.1% to $2 million compared to $1.8 million in Q4 of 2023.
While late-year mortgage rates spiked, damping our initial expectations, we are confident in our roadmap for higher volume and better profitability going forward. In the fourth quarter, Encompass Lending reported EBITDA loss of $700,000 compared to an $800,000 loss in the same quarter last year.
Now for our Title division, Verus Title, revenue reached $1.3 million, up from $700,000 last year, an 80% increase. While adjusted EBITDA remains in a lost position in this business, we are seeing strong demand for our title services, especially as our agent network expands.
In the fourth quarter, Verus Title reported EBITDA loss of $300,000, or about 15% of related revenue, compared to a $200,000 loss or almost 29% of related revenue in the same quarter last year.
Now, in the effort to improve agent growth and retention, we rolled out our new revenue share model in Q3 of 2024. To date, about 5% of our new agents have joined the shared program.
In addition, we plan to soon launch a new program specifically designed to help agents close more business, with nearly 90% of all agents surveyed stating that they want more from their brokerage. We are confident this new program will have significant impact for agents looking to get more from their brokerages.
As many as of you know, Rocket Mortgage recently announced that it is acquiring Redfin, demonstrating once again that consolidation remains a central theme in this industry. We expect to see more deals on the horizon.
On our side, in November we acquired My Home Group, which was an important addition to the Fathom team. We do plan to continue to pursue strategic opportunities to help us grow and solidify our position in key markets.
Before moving on, I want to address our CFO transition. We recently announced the departure of Joanne Zach, who made important contributions to our organization, and we certainly wish her all the best.
As of now, I'll be serving as CFO for the next few months, while our finance team continues its high level of performance under guidance of Vice President Daniel Weinmann. We anticipate beginning a formal search process soon, and in the meantime, we do not expect any disruption or negative impact on our day-to-day financial operations or strategic initiatives.
Now let's review our financial results. Again, fourth-quarter total revenue is $91.7 million, a 24% increase year over year compared to $74.1 million for last year's fourth quarter. The increase in revenue is primarily due to a 26% increase in brokerage revenue, as well as increasing revenues from ancillary businesses. For the 2024 year, total revenue decreased by approximately 3% to $335 million compared to $345 million in the prior year.
Overall revenue was lower in 2024 compared to 2023 due to lower transaction volumes attributed to high home prices, high mortgage rates, and May 2024 the worst year for home sales since 1995.
Our total gross profit percentage for the fourth quarter of 2024, excluding our sold insurance business increased to 7.2% compared to 5.4% for the 2023 fourth quarter. For the 2024 year, excluding our sold insurance business, gross profit percentage increased to 8% compared to 7% for 2023.
Technology and development expenses were approximately $1.8 million for the fourth quarter of 2024 compared to $1.7 million for the fourth quarter of 2023. For the 2024 year, technology and development expenses increased to $6.6 million compared to $6.3 million for 2023. The approximate increase of $0.3 million increase was primarily due to our continued investment in technology platforms, including the build out of our new revenue share program.
General and administrative expenses totaled $8.4 million for the 2024 fourth quarter compared to $10 million for the fourth quarter in 2023. For the full-year 2024, general and administrative expenses decreased to $33.5 million compared to $38.7 million for 2023. The decrease is primarily due to the absence of costs related to the sale of our insurance segment business, effective May 3, 2024 and cost-cutting initiatives.
Marketing activities expenses totaled $1.9 million for the 2024 fourth quarter compared with $0.9 million for the fourth quarter of 2023. For the 2024 year, marketing expenses increased to $5.8 million compared to $3.3 million for 2023. The increase is primarily due to increasing marketing investments for our ancillary businesses.
GAAP net loss for the fourth quarter of 2024 totaled $6.2 million or $0.29 per share compared with a loss of $8.3 million or $0.50 per share for the fourth quarter of 2023. The decrease in net loss is primarily due to our cost-savings efforts.
GAAP net loss for the full 2024 year was $21.6 million, or a loss of $1.07 per share compared with a GAAP net loss of $24 million or a loss of $1.47 per share for the 2023 year. The decrease is primarily due to the absence of costs related to the sale of the insurance segment business, effective May 3, 2024 and cost-cutting initiatives.
Adjusted EBITDA loss and non-GAAP measure for Q4 2024 remain unchanged at $2.9 million compared to Q4 of 2023. For the full-year 2024, adjusted EBITDA loss was $5.7 million compared to adjusted EBITDA loss of $4.1 million for 2023, due to lower brokerage revenues, lower margins on mortgages, and higher expenses.
Now, I'll spend some time reviewing our business segment results in more detail. Brokerage, we closed approximately 9,903 real estate transactions during the fourth quarter, an increase of 22% compared to 8,114 transactions during the fourth quarter of 2023.
For the full year, we closed approximately 37,000 real estate transactions, about a 2.2% decrease relative to the prior year. We ended the fourth quarter with approximately 14,300 agent licenses, an increase of 21%, compared to 11,795 agents at the end of the prior year.
Revenue for the real estate division is approximately $87.7 million in the fourth quarter, compared to $69.4 million for the same period last year, which represents a 26% increase, primarily attributed to the additional My Home Group.
For the full-year, revenue decreased by 3%, to $315 million, compared to $325 million in 2023. The decreases were due to a challenging real estate market, with high home prices and high mortgage rates.
Gross profit margin for our real estate division improved to 5.3% from 4.2% for the fourth quarter of 2024, compared to the fourth quarter of 2023. For the full-year, gross profit margin improved to 5.7%, relative to 5.2% the prior year. This increase in margin was largely due to our increase in our agent's annual fee from $600 to $700, and implement our new high-value property fee commenced on January 1 of 2024.
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Adjusted EBITDA loss in the real estate division was approximately $44,000 loss in Q4 of 2024, compared to adjusted EBITDA out of $200,000 in Q4 of 2023.
For the full-year, adjusted EBITDA income was $3.2 million in 2024, compared to $5.6 million for the full-year of 2023. This was largely due to decrease in transactions in the early part of 2024, to implement internal charges from the technology division of Fathom Realty, and for transaction management and CRM services provided.
Our mortgage business generated revenues of $2 million in Q4 of 2024, compared to $1.4 million in Q4 of 2023. Mortgage adjusted EBITDA for Q4 of 2024 was a loss of $7.7 million, compared to an adjusted EBITDA loss of $0.8 million for the same period last year.
For the 2024 year, revenue grew by 49.3%, to $10.9 million, compared to $7.3 million in the period prior. Adjusted EBITDA loss for 2024 improved to $1.5 million, compared to $1.9 million adjusted EBITDA loss in 2023, due to continued strategic cost-cutting measures.
Now let's turn to Verus Title. Verus Title had revenues of $1.3 million for fourth quarter of 2024, compared to $0.7 million for fourth quarter of 2023, an increase of 86%. The increase in revenue was driven by organic growth and walkovers.
Verus Title adjusted EBITDA for the 2024 fourth quarter was a loss of $0.3 million, compared to an adjusted EBITDA loss of $0.2 million for the fourth quarter of 2023. For the full-year 2024, revenue grew by 50% to $4.5 million, compared to $3 million in the prior year. Adjusted EBITDA loss for 2024 improved to $500,000, compared to $600,000 adjusted EBITDA loss in 2023.
Moving to our technology segment, third-party revenues remain relative constant at $0.8 million in Q4 for 2024 and Q3 of 2023. Adjusted EBITDA for the fourth quarter of $0.2 million compared to an adjusted EBITDA loss of $0.5 million for the fourth quarter of 2023.
For the full 2024 year, revenues stayed relatively flat at $3 million compared to 2023. We are increasingly building enhancements to our technology platform to better serve our agents and drive revenues.
We continue to clearly focus on our balance sheet, given the dynamic real estate market conditions. We ended the quarter with a cash position of $7.1 million, which includes $4.9 million net proceeds from a Senior Secret Convertible Promissory Note issued in November. We did not purchase any shares in the fourth quarter under the stock repurchase plan.
On March 10, 2025, the company entered into a $3 million securities purchase agreement with certain investors, including two board members, Scott Flanders and Stephen Murray. The offer is expected to close on March 14, 2025, subject to customary closing conditions.
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Now, we know this past quarter was challenging, and while we were pleased by the increasing revenue and gross profits, we recognize that we have much work to do on the EBITDA front. However, we believe that we have a plan laid out that will help us achieve EBITDA by Q2 of this year.
Our strategy for goals, our low cost per transaction, our expanding suite of ancillary services, our upcoming agent-focused program, and our continued focus on profitability should position us well in this ever-evolving market.
With that, operator, we are ready to take questions.

Question and Answer Session

Operator

Thank you. (Operator Instructions)
Darren Aftahi, Roth Capital.

Darren Aftahi

Hi, Marco. How are you? Thanks for taking my questions. I have just two, if I may. Can you talk a little bit about how Max and Share commission plans have affected agent recruitment retention since they launched, and then just any measurable improvement from agent satisfaction retention?

Marco Fregenal

Hey, there. Good to hear from you. Thank you for your questions. So, from Fathom's share really if you think about Fathom Max is, every new agent is joining Fathom Max, right, or in Fathom Share. What we see is about 5% of our new agents joining Fathom Share and 95% of our agents joining Fathom Max. So, it's a little early to tell the impact. So, Q4 didn't really have much impact in revenue from those because those agents are enjoying typically very few closed transactions in Q4. They will start closing transactions in Q1. So, we'll begin to see the impact of the agents joining Fathom Share in Q1 and, of course, even more in Q2 and Q3 as we go forward.
In terms of retention, we are still seeing a little higher turnover. But 90% of our turnover is still on either zero production agents or agents that have very little production. So, not unlike most of other companies in the market, I think everyone is seeing turnover a little higher. But I think the higher turnover is specifically focused on either zero producing agents or low producing agents. And we continue to have about 90% of agents leaving Fathom doing zero and one transactions. So, that percentage hasn't changed, but definitely a higher number of low producing agents leaving the industry.

Darren Aftahi

I've got a couple of things. There's one more if I could. Can you just talk about any strategic initiatives and programs that are being implemented or will be implemented in 2025 that are going to help accelerate adoption on mortgage and title? And then are there any specific challenges outside of just broader market softness and interest rates that are going to be impacting adoption in that space? Thanks.

Marco Fregenal

So, we have seen in our mortgage, ancillary business has really outperformed our real estate brokers growth, right? Both now mortgage, not so much in Q4, but certainly for the year they have. And title, I believe, again, in Q4 grew by 86%. So, we believe that we're going to continue to have a higher growth rate in terms of mortgage and title in 2025. We're doing a lot of work. One of the programs that we are running is called the Ambassador Program. We're already seeing some great results from that. We have a pilot program that it will soon be announced that we believe also have an increase in the rate of adoption in terms of mortgage and title, more specifically in title than mortgage. So, we estimate that our growth rate next year in terms of mortgage growth and title growth is going to continue to outpace real estate brokers' growth.
And so, and as you know, this is going to significantly positively affect gross profit. And that's one of the ways that we're going to -- that we expect to achieve a positive in Q2. So, those are the programs that we have implemented that are already running in 2024. And that's why we've seen that increase, especially for title. And again, we're going to continue to see that increase in 2025 and beyond.

Darren Aftahi

Thanks.

Operator

(Operator Instructions)
We have no further questions in queue. I'd like to turn the floor back to management for any closing remarks.

Marco Fregenal

Thank you, all of you for joining our call today. We appreciate your time. We look forward to continue to update you as our progress to 2025. And as always, I'm available for individual meetings. So, I hope you guys have a great day and thank you for joining us.

Operator

This concludes today's conference and you may disconnect your lines at this time. Thank you for your participation.