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Real Matters
Overview
March 2018
Jason Smith
Chief Executive Officer
2
Caution Regarding Forward-Looking Statements
2
This presentation contains forward-looking statements that relate to our current expectations and views of future events including but
not limited to future market share and transaction volumes. In some cases, these forward-looking statements can be identified by
words or phrases such as ‘‘forecast’’, ‘‘target’’, ‘‘goal’’, ‘‘may’’, ‘‘might’’, ‘‘will’’, ‘‘expect’’, ‘‘anticipate’’, ‘‘estimate’’, ‘‘intend’’, ‘‘plan’’,
‘‘indicate’’, ‘‘seek’’, ‘‘believe’’, ‘‘predict’’, or ‘‘likely’’, or the negative of these terms, or other similar expressions intended to identify
forward-looking statements.
We have based these forward-looking statements on our current expectations and projections about future events and financial trends
that we believe might affect our financial condition, results of operations, business strategy and financial needs. A comprehensive
discussion of the risks that impact Real Matters can be found in the Company's Annual Information Form dated December 27, 2017
available on SEDAR at www.sedar.com. Actual results may differ materially from those indicated or underlying forward-looking
statements as a result of various factors, including those described under the heading “Important Factors Affecting Results from
Operations” outlined in the Strategy and Outlook section of the Company’s MD&A for the quarters ended December 31, 2017 and
2016.
Real Matters cautions that the list of risk factors and uncertainties is not exhaustive and other factors could also adversely affect its
results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking information
and are cautioned not to place undue reliance on such information.
Information contained in forward-looking statements in this presentation is provided as of the date of this presentation and we
disclaim any obligation to update any forward-looking statements, whether as a result of new information or future events or results,
except to the extent required by applicable securities laws.
All of the forward-looking statements made in this presentation are qualified by these cautionary statements and other cautionary
statements or factors contained herein and there can be no assurance that the actual results or developments will be realized or, even
if substantially realized, that they will have the expected consequences to, or effects on, the Company.
Non-GAAP Measures
This presentation makes reference to certain Non-GAAP financial measures. Real Matters prepares its financial statements in
accordance with International Financial Reporting Standards ("IFRS" or “GAAP”). However, the Company considers certain Non-GAAP
financial measures as useful additional information in measuring its financial performance and condition. These measures, which the
Company believes are widely used by investors, securities analysts and other interested parties in evaluating our performance, do not
have a standardized meaning prescribed by GAAP and therefore may not be comparable to similarly titled measures presented by
other publicly traded companies, nor should they be construed as an alternative to financial measures determined in accordance with
IFRS. Non-GAAP measures include “Adjusted EBITDA”, “Net Revenue” and “Adjusted Net Income or Loss”. See "Non-GAAP measures" in
Real Matters’ MD&A for the quarters ended December 31, 2017 and 2016 for a more complete description of these terms.
3
FY2015 FY2016 FY2017
Real Matters Overview
Leading Provider of Network Management Services for the
Mortgage Lending and Insurance Industries
• Platform combines proprietary technology and network management capabilities with
tens of thousands of independent Field Agents, such as residential real estate appraisers
• Realized significant success and disrupted segments of the mortgage lending and
insurance industries
• Clients include more than 60 of top 100 mortgage lenders in the U.S.1 and
three of the Big Five Banks in Canada
• Provides one in 15 residential mortgage appraisals in the U.S.2
• Recently won MSAs with five Tier 1 mortgage lenders in the U.S.
• Adjusted EBITDA3 positive since FY2012
• Invested significantly in our technology
• Entered title and closing market – provides opportunity to leverage our Platform
and client relationships to grow title and closing market share
Strong Market Share Growth and Financial Performance
1. Based on having completed at least one transaction with Real Matters in the fiscal year ended September 30, 2017. Top 100 mortgage lenders according to Inside Mortgage Finance website: Top 100 Mortgage Lenders (twelve months ended December 31, 2016). 2. Management
estimate based on data from the MBA Mortgage Finance Forecast Report of October 24, 2017. 3. Net Revenue and Adjusted EBITDA are non-GAAP measures. See “Non-GAAP Measures” on page 2 of this Presentation. 4. Management estimates of the residential mortgage appraisal
market size of calendar 2016 based on data from the MBA Mortgage Finance Forecast Report of October 24, 2017, plus management estimates of the title market size measured by written premium based data from American Land Title Association Data as of June 30, 2017. Total
addressable market based on roll-out of the Company’s Next Generation Closing strategy. 5. Management estimate based on data from the MBA Mortgage Finance Forecast Report of October 24, 2017. 6. Management estimate of Residential Title Written Premium Market Share based
on data from the American Land Title Association as of June 30, 2017 and Demotech, Inc. for period ending December 31, 2015.
$16B4
Large Addressable
Market with
Significant Runway
for Growth
3
$33.7
$68.3
$92.3
$5.3
$12.8 $9.4
FY2015 FY2016 FY2017
Net Revenue Adjusted EBITDA
FY2013 FY2013 FY2015 FY2016 FY2017
17%
2017 YoY
Title & Closing
Market Share6
Growth
3 3
2.4%
6.5%
(in $ millions)
0.2%
0.3%
30%
2017 YoY
Mortgage
Appraisal
Market Share5
Growth
4
How Our Network Management Platform Works
1. Based on Real Matters` actual average for a standard interior appraisal in Prince William County, VA, during Fiscal Q3 and Q4 2016 (April to September 2016). Traditional Appraisal Management Company turn times and defect rates are management estimates of average competitor
metrics based on internal market research and do not relate to any particular competitor or geographic region.
2 to 35%
Increased Client Market Share (illustrative)
1 2
4
$77
$28
$12
$355
Appraiser Fee
Ave. Direct Cost Per Appraisal
Cost to Serve
Contribution Margin
Best Performing Appraiser
Case Study: Prince William County, Virginia1
$472
Lender Fee
Real Matters
3
Traditional
AMC
Turn Time 7-9 days 5.3 days
Defect Rate 15-20% 5.6%
Real
Matters
Better Performance
Case Study: Prince William County, Virginia1
5
Established and Growing Blue Chip Client Base
Client Engagement Activities
Request for Information
Request for Proposal
On-site Visits
Master Services Agreement
Audits
Technology Integration
Roll-out Plan
Market Share Expansion
After Deployment
Year 1
BUILD
Year 2
GROW
Year 3
OPTIMIZE
0-15% 35-40%
• Blue-chip client base developed over lengthy and
complex sales cycle
• Proven compliance and regulatory systems in place to
meet client requirements and help retain and develop
key clients
Up to 5 Years to get to 1st Transaction
Lengthy and Complex Sales Cycle Developed Blue Chip Client Base
29% 28%
35%
8%
Tier 1 Tier 2 Tier 3 Tier 4
~7,000
Mortgage
Banks,
Lenders
and Credit
Unions
31-100
Mortgage
Banks,
Lenders
and Credit
Unions
7-30
Mortgage
Banks,
Lenders
and Credit
Unions
Top 5 Banks
by Asset
Size and the
Largest
Non-Bank
Mortgage
Lender
Source: Inside Mortgage Finance Top 100 Mortgage Lenders List – March 31, 2017
U.S. Customer Segmentation
Real Matters clients include 60 of top 100 mortgage
lenders in the U.S.1 and all Tier 1 mortgage lenders
1. Based on having completed at least one transaction with Real Matters in the fiscal year ended September 30, 2017. Top 100 mortgage lenders according to Inside Mortgage Finance website: Top 100 Mortgage Lenders (12 months ended December 31, 2016).
6
Track Record of Increasing Appraisal Market Share with Clients
6
• Tier 1 mortgage lenders represent approximately 30%3 of annual
spend on residential mortgage appraisals
• Real Matters often obtains more transaction volume relative to
competitors based on its ability to outperform
• Real Matters has historically developed long-term client relationships
and achieved a client retention rate of approximately 95%4
30%3
Recent launches with Tier 1 clients
through typical cycle are expected to
result in significant market share
increases over the next 5 years
1. Appraisal Market Share based on management estimates based on data from the MBA Mortgage Finance Forecast Report of October 24, 2017. 2. CAGR means Compound Annual Growth Rate. 3. Management estimates based on Inside Mortgage Finance website: Top 100 Mortgage
Lenders (12 months ended December 31, 2016). 4. Retention rate calculated since launch based on number of clients who have completed at least one transaction with the Company in the fiscal year ended September 30, 2017. Based on Real Matters clients on Inside Mortgage Finance
website: Top 100 Mortgage Lenders (12 months ended December 31 2016).
Case Studies Appraisal Market Share
MSAs with Tier 1 Lenders Drive Growth
FY2013 FY2014 FY2015 FY2016 FY2017
2.4%
6.5%
FY2021 Target
15% to 20%
28%
Mortgage
Appraisal
Market Share1
CAGR2
Tier 1 Lender A
Recently launched
Tier 1 Lender B
Tier 2 Lender A Tier 2 Lender B
0%
1.6%
3.5%
4.7% 4.7%
0 mth 1 mth 2 mth 3 mth 4 mth
2.0%
18.0%
20.0%
25.0%
29.0%
1 mth 6 mth 9 mth 12 mth 18 mth
10.0%
12.0%
25.0% 25.0%
40.0%
1 mth 6 mth 12 mth 24 mth 36 mth
1.0%
55.0%
85.0% 85.0% 85.0%
1 mth 6 mth 12 mth 24 mth 36 mth
7
Porting Our Platform Approach in Appraisals to the Title and Closing Market
Title
Search
Closing
Network
Management
Escrow
Funding
Key Opportunities for Improvement
• Reducing the number of closings
that require the borrower to re-sign
• Improving network management to
prevent missed or re-scheduled
closing appointments
• Improve borrowers’ experience
Large Addressable Market
$13B includes purchase and refinance
Ability to sell title and closing to
existing appraisal clients through
existing MSAs
Key Business Opportunity Key Components of Title and Closing Business
Similar Mortgage Customer Base
Process Ripe for Disruption
1
2
3
Significant area of inefficiency
8
Title and Closing Strategy Expands Addressable Market, Leverages Core Platform
Acquire Platform Growth Strategies
Acquired Linear Title & Closing in April 2016
• Full-service title and closing business
• Leading independent provider
• National U.S. footprint and license coverage area
• Established in-house search capabilities
• Deep understanding of industry requirements
• Currently servicing Tier 3 and 4 Tier mortgage lenders
Growth Strategies
2019
2013-2015
Title and closing identified as
strategic growth opportunity
2016 2017
May-Aug
Determined lender
key pain points
Apr 2016
Real Matters acquires Linear
Sep-Oct
Tested concepts
with existing clients
Nov-Feb
Developed technical
requirements
Feb-Mar
Developed initial
prototype
H2 2017
Pilot transactions
with select existing
clients
2018
2017
Launch beta
version
Launch Tier 2
mortgage lender
2019
Launch Tier 1
mortgage lender
1. Subject to a number of known and unknown risks. See “Forward-Looking Information” on page 2 of this Presentation.
Next Generation Closing Roll-Out Strategy1
1
2
Continue to grow existing Linear business
• Increase market share with existing Tier 3 and Tier 4 clients
• Grow pipeline of new Tier 3 and Tier 4 clients
• Offer title and closing services to existing Solidifi appraisal clients
Launch Next Generation Closing
• Solution geared toward servicing Tier 1 and Tier 2 clients
• Purchase and refinance strategy
8
9
Large Addressable Market
• Includes both U.S. residential mortgage
appraisal market and title and closing market
• Focused on key large clients
• Top I00 mortgage lenders
represent ~90% of market
• Agents represent ~70%
of market
• Primarily focused on
centralized refinance title
today
Total Addressable Market3Appraisal Market1 Title & Closing Market2
• Increased regulation
• Lenders increasingly focused on core operations
• Lenders increasingly focused on end consumer
• Growing role of technology
$16B$3B $13B
Industry Trends
1. Management estimates based on data for calendar year 2016 from the MBA Mortgage Finance Forecast Report of October 24, 2017. 2. Title Written Premiums data from the American Land Title Association as of June 30, 2016. 3. Management estimates of the residential mortgage
appraisal market size for calendar 2016 based on data from the MBA Mortgage Finance Forecast Report of October 24, 2017, plus management estimates of the title market size measured by written premium based data from American Land Title Association Data as of June 30, 2017.
Total addressable market based on roll-out of the Company’s Next Generation Closing strategy. 9
Growth Strategy
Disrupt title and closing market
$13B3 annual U.S. market spend – current market share of approximately 0.3%4
• Leverage our Platform to disrupt the closing process and drive better performance
• Leverage existing Tier 1 and Tier 2 MSAs to accelerate sales cycle
Continue to pursue acquisition opportunities
• Leverage our Platform
• Strategically complement existing business
Continue to grow residential mortgage appraisal market share
$3.2B1 annual U.S. market spend – current market share of approximately 6.5%2
• Deployment of recent Tier 1 client wins expected to drive growth
1. Management estimates based on MBA Mortgage Finance Forecast Report of October 24, 2017. 2. Management estimates based on data from the MBA Mortgage Finance Forecast Report of October 24, 2017. 3.Title Written Premiums data from the American Land Title
Association as of June 30, 2017. 4. Management estimate of Residential Title Written Premium Market Share based on data from the American Land Title Association as of June 30, 2017 and Demotech, Inc. for period ending December 31, 2015. 10
Market Share Targets1 At End of F2017 FY2021 Target
Total U.S. Residential Mortgage Appraisal Market Spend $3.2B2
U.S. Mortgage Appraisal Market Share 6.5%3 15% to 20%
Total U.S. Title and Closing Market Spend $13B4
U.S. Title and Closing Market Share 0.3%5 1% to 3%
Long-Term Target Operating Model
Financial Targets Baseline FY2021 Target
Revenues CAGR6 38%7 20% to 25%
Net Revenue8 Margin (% of revenues) 31%9 35% to 40%
Adjusted EBITDA10 Margin (% of Net Revenue) 10%11 25% to 30%
1. Subject to a number of known and unknown risks. See “Forward-looking Information” on page 2 of this Presentation. 2. Management estimates based on data for fiscal 2017 from the MBA Mortgage Finance Forecast Report of October 24, 2017. 3. Management estimates based on
data from the MBA Mortgage Finance Forecast Report of October 24, 2017. 4. Title Written Premiums data from the American Land Title Association as of June 30, 2017. 5. Management estimate of Residential Title Written Premium Market Share based on data from the American
Land Title Association as of June 30, 2017 and Demotech, Inc. for period ending December 31, 2015. 6. CAGR means compound annual growth rate. 7. Revenue CAGR for Real Matters F2014 to F2017. 8. Net Revenue is a Non-GAAP Measure. See “Non-GAAP Measures” on page 2 of
this Presentation. 9. Net Revenue Margin for Real Matters for fiscal 2017. 10. Adjusted EBITDA is a Non-GAAP Measure. See “Non-GAAP Measures” on page 2 of this Presentation. 11. Adjusted EBITDA Margins for Real Matters for fiscal 2017
11
12
Q1 2018
Financial Results
Consolidated Market Adjusted Revenue Growth of 19%
(28% in appraisal, 4% in title and closing)
Appraisal
• New Tier 2 lenders
• Ranked #1 on Tier 1 lender scorecards
Q1 2018 Highlights
13
Quarterly U.S. Revenues vs. Average U.S. Mortgage Origination Market
Purchase Originations (billions) Rate Refinance Originations (billions)
Source: July MBA, Fannie Mae and Freddie Mac
Title and Closing
• Significantly advanced Top 100 pipeline
+30%
2016-2017
Appraisal
Market
Share
$396
$372
$525
$583
$542
$389
$476 $477
$416
$349
$475 $470
$44 $46
$77
$81 $79
$65
$77
$83
$74
$0
$10
$20
$30
$40
$50
$60
$70
$80
$90
$0
$100
$200
$300
$400
$500
$600
$700
FY16 - Q1 FY16 - Q2 FY16 - Q3 FY16 - Q4 FY17 - Q1 FY17 - Q2 FY17 - Q3 FY17 - Q4 FY18 - Q1 FY18 - Q2 FY18 - Q3 FY18 - Q4
Total Real Matters Revenues (millions)
Q1 2018 Segment Revenue
Q1 2018 Q1 2017 Change
U.S.
Appraisal and Ancillary $49.9 $49.7 0.5%
Title and Closing 16.2 21.7 (26%)
Other 0.3 0.4 -
Total U.S. $66.4 $71.8 (7%)
Canada
Appraisal and Ancillary $6.5 $6.2 5%
Other 0.9 0.9 -
Total Canada $7.4 $7.1 4%
14
• Modest increase in U.S. appraisal and ancillary revenues related to market share gains and new customers.
• Decline in the refinance mortgage origination market significantly impacted title and closing revenues due
to its high correlation to refinance related volumes.
• Increase in Canadian appraisal and ancillary due to higher volumes and FX, partially offset by lower market activity.
Q1 2018 Summary Financial Information
Q1 2018 Q1 2017 Change
Revenues $73.9 $78.9 (6%)
Net Revenue1 $22.5 $26.0 (14%)
Adjusted EBITDA1 $2.4 $5.5 (56%)
Net loss $(5.4) $(2.3) −
Adjusted
Net Income1 $1.3 $1.9 (34%)
151. Net Revenue, Adjusted EBITDA and Adjusted Net Income are Non-GAAP measures. See pages 7-9.
• Organic revenue growth driven by market share gains and new clients helped offset the estimated market decline.
• Q1 2018 included acquisition revenue of $1.1 million from the consolidation of joint ventures previously
accounted for as equity investees.
• Net revenue margins impacted by change in revenue mix in the U.S., lower margin work completed in our title and
closing service line and transition of certain title and closing service offerings to a network management model.
• Network effect in appraisal business delivered margin improvements in the first quarter of 2018.
• Higher operating expenses in Corporate segment included stock-based compensation expense and higher public
company costs – remainder of the opex increase driven by investment to support our growth.
Reconciliation of
Non-GAAP Measures
Net Revenue
Net Revenue should not be construed as a measure of income or of cash flows. The reconciling items
between net income or loss and Net Revenue are detailed in the unaudited condensed consolidated
statement of operations and comprehensive income or loss for the three months ended December 31,
2017 and 2016. A reconciliation between net income or loss and Net Revenue is provided below.
Management typically calculates Net Revenue as follows:
17
2017 2016
Net loss (5,389)$ (2,285)$
Operating expenses 20,378 20,522
Acquisition and IPO (recovery) costs (7) 421
Integration expenses 50 -
Amortization 5,316 5,198
Interest expense 156 254
Interest income (106) -
Net foreign exchange gain (642) (3,741)
(Gain) loss on fair value of warrants (767) 4,505
Re-measurement gain on previously held
equity method investment (499) -
Net income from equity accounted investees - (105)
Income tax expense 3,995 1,248
Net Revenue 22,485$ 26,017$
Three months ended December 31
2017 2016
Revenues 73,870$ 78,894$
Less: Transaction costs 51,385 52,877
Net Revenue 22,485$ 26,017$
Three months ended December 31
Adjusted EBITDA
Management typically calculates Adjusted EBITDA as follows:
18
2017 2016
Net loss (5,389)$ (2,285)$
Stock-based compensation expense 284 -
Acquisition and IPO (recovery) costs (7) 421
Integration expenses 50 -
Amortization 5,316 5,198
Interest expense 156 254
Interest income (106) -
Net foreign exchange gain (642) (3,741)
(Gain) loss on fair value of warrants (767) 4,505
Re-measurement gain on previously held
equity method investment (499) -
Net income from equity accounted investees - (105)
Income tax expense 3,995 1,248
Adjusted EBITDA 2,391$ 5,495$
Three months ended December 31
2017 2016
Revenues 73,870$ 78,894$
Less: Transaction costs 51,385 52,877
Less: Operating expenses 20,378 20,522
Add: Stock-based compensation expense 284 -
Adjusted EBITDA 2,391$ 5,495$
Three months ended December 31
Adjusted Net Income
19
2017 2016
Net loss (5,389)$ (2,285)$
Stock-based compensation expense 284 -
Acquisition and IPO (recovery) costs (7) 421
Integration expenses 50 -
Amortization of intangibles 4,890 4,814
Net foreign exchange gain (642) (3,741)
(Gain) loss on fair value of warrants (767) 4,505
Re-measurement gain on previously held
equity method investment (499) -
Related tax effects (1,371) (1,818)
Impact of the statutory income tax rate change (U.S. tax reform) 4,707 -
Adjusted Net Income 1,256$ 1,896$
Weighted average number of shares
outstanding (thousands), diluted 92,084 82,760
Adjusted Net Income per weighted average share, diluted 0.01$ 0.02$
Three months ended December 31

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Real matters march 2018 presentation

  • 1. Real Matters Overview March 2018 Jason Smith Chief Executive Officer
  • 2. 2 Caution Regarding Forward-Looking Statements 2 This presentation contains forward-looking statements that relate to our current expectations and views of future events including but not limited to future market share and transaction volumes. In some cases, these forward-looking statements can be identified by words or phrases such as ‘‘forecast’’, ‘‘target’’, ‘‘goal’’, ‘‘may’’, ‘‘might’’, ‘‘will’’, ‘‘expect’’, ‘‘anticipate’’, ‘‘estimate’’, ‘‘intend’’, ‘‘plan’’, ‘‘indicate’’, ‘‘seek’’, ‘‘believe’’, ‘‘predict’’, or ‘‘likely’’, or the negative of these terms, or other similar expressions intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe might affect our financial condition, results of operations, business strategy and financial needs. A comprehensive discussion of the risks that impact Real Matters can be found in the Company's Annual Information Form dated December 27, 2017 available on SEDAR at www.sedar.com. Actual results may differ materially from those indicated or underlying forward-looking statements as a result of various factors, including those described under the heading “Important Factors Affecting Results from Operations” outlined in the Strategy and Outlook section of the Company’s MD&A for the quarters ended December 31, 2017 and 2016. Real Matters cautions that the list of risk factors and uncertainties is not exhaustive and other factors could also adversely affect its results. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such information. Information contained in forward-looking statements in this presentation is provided as of the date of this presentation and we disclaim any obligation to update any forward-looking statements, whether as a result of new information or future events or results, except to the extent required by applicable securities laws. All of the forward-looking statements made in this presentation are qualified by these cautionary statements and other cautionary statements or factors contained herein and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. Non-GAAP Measures This presentation makes reference to certain Non-GAAP financial measures. Real Matters prepares its financial statements in accordance with International Financial Reporting Standards ("IFRS" or “GAAP”). However, the Company considers certain Non-GAAP financial measures as useful additional information in measuring its financial performance and condition. These measures, which the Company believes are widely used by investors, securities analysts and other interested parties in evaluating our performance, do not have a standardized meaning prescribed by GAAP and therefore may not be comparable to similarly titled measures presented by other publicly traded companies, nor should they be construed as an alternative to financial measures determined in accordance with IFRS. Non-GAAP measures include “Adjusted EBITDA”, “Net Revenue” and “Adjusted Net Income or Loss”. See "Non-GAAP measures" in Real Matters’ MD&A for the quarters ended December 31, 2017 and 2016 for a more complete description of these terms.
  • 3. 3 FY2015 FY2016 FY2017 Real Matters Overview Leading Provider of Network Management Services for the Mortgage Lending and Insurance Industries • Platform combines proprietary technology and network management capabilities with tens of thousands of independent Field Agents, such as residential real estate appraisers • Realized significant success and disrupted segments of the mortgage lending and insurance industries • Clients include more than 60 of top 100 mortgage lenders in the U.S.1 and three of the Big Five Banks in Canada • Provides one in 15 residential mortgage appraisals in the U.S.2 • Recently won MSAs with five Tier 1 mortgage lenders in the U.S. • Adjusted EBITDA3 positive since FY2012 • Invested significantly in our technology • Entered title and closing market – provides opportunity to leverage our Platform and client relationships to grow title and closing market share Strong Market Share Growth and Financial Performance 1. Based on having completed at least one transaction with Real Matters in the fiscal year ended September 30, 2017. Top 100 mortgage lenders according to Inside Mortgage Finance website: Top 100 Mortgage Lenders (twelve months ended December 31, 2016). 2. Management estimate based on data from the MBA Mortgage Finance Forecast Report of October 24, 2017. 3. Net Revenue and Adjusted EBITDA are non-GAAP measures. See “Non-GAAP Measures” on page 2 of this Presentation. 4. Management estimates of the residential mortgage appraisal market size of calendar 2016 based on data from the MBA Mortgage Finance Forecast Report of October 24, 2017, plus management estimates of the title market size measured by written premium based data from American Land Title Association Data as of June 30, 2017. Total addressable market based on roll-out of the Company’s Next Generation Closing strategy. 5. Management estimate based on data from the MBA Mortgage Finance Forecast Report of October 24, 2017. 6. Management estimate of Residential Title Written Premium Market Share based on data from the American Land Title Association as of June 30, 2017 and Demotech, Inc. for period ending December 31, 2015. $16B4 Large Addressable Market with Significant Runway for Growth 3 $33.7 $68.3 $92.3 $5.3 $12.8 $9.4 FY2015 FY2016 FY2017 Net Revenue Adjusted EBITDA FY2013 FY2013 FY2015 FY2016 FY2017 17% 2017 YoY Title & Closing Market Share6 Growth 3 3 2.4% 6.5% (in $ millions) 0.2% 0.3% 30% 2017 YoY Mortgage Appraisal Market Share5 Growth
  • 4. 4 How Our Network Management Platform Works 1. Based on Real Matters` actual average for a standard interior appraisal in Prince William County, VA, during Fiscal Q3 and Q4 2016 (April to September 2016). Traditional Appraisal Management Company turn times and defect rates are management estimates of average competitor metrics based on internal market research and do not relate to any particular competitor or geographic region. 2 to 35% Increased Client Market Share (illustrative) 1 2 4 $77 $28 $12 $355 Appraiser Fee Ave. Direct Cost Per Appraisal Cost to Serve Contribution Margin Best Performing Appraiser Case Study: Prince William County, Virginia1 $472 Lender Fee Real Matters 3 Traditional AMC Turn Time 7-9 days 5.3 days Defect Rate 15-20% 5.6% Real Matters Better Performance Case Study: Prince William County, Virginia1
  • 5. 5 Established and Growing Blue Chip Client Base Client Engagement Activities Request for Information Request for Proposal On-site Visits Master Services Agreement Audits Technology Integration Roll-out Plan Market Share Expansion After Deployment Year 1 BUILD Year 2 GROW Year 3 OPTIMIZE 0-15% 35-40% • Blue-chip client base developed over lengthy and complex sales cycle • Proven compliance and regulatory systems in place to meet client requirements and help retain and develop key clients Up to 5 Years to get to 1st Transaction Lengthy and Complex Sales Cycle Developed Blue Chip Client Base 29% 28% 35% 8% Tier 1 Tier 2 Tier 3 Tier 4 ~7,000 Mortgage Banks, Lenders and Credit Unions 31-100 Mortgage Banks, Lenders and Credit Unions 7-30 Mortgage Banks, Lenders and Credit Unions Top 5 Banks by Asset Size and the Largest Non-Bank Mortgage Lender Source: Inside Mortgage Finance Top 100 Mortgage Lenders List – March 31, 2017 U.S. Customer Segmentation Real Matters clients include 60 of top 100 mortgage lenders in the U.S.1 and all Tier 1 mortgage lenders 1. Based on having completed at least one transaction with Real Matters in the fiscal year ended September 30, 2017. Top 100 mortgage lenders according to Inside Mortgage Finance website: Top 100 Mortgage Lenders (12 months ended December 31, 2016).
  • 6. 6 Track Record of Increasing Appraisal Market Share with Clients 6 • Tier 1 mortgage lenders represent approximately 30%3 of annual spend on residential mortgage appraisals • Real Matters often obtains more transaction volume relative to competitors based on its ability to outperform • Real Matters has historically developed long-term client relationships and achieved a client retention rate of approximately 95%4 30%3 Recent launches with Tier 1 clients through typical cycle are expected to result in significant market share increases over the next 5 years 1. Appraisal Market Share based on management estimates based on data from the MBA Mortgage Finance Forecast Report of October 24, 2017. 2. CAGR means Compound Annual Growth Rate. 3. Management estimates based on Inside Mortgage Finance website: Top 100 Mortgage Lenders (12 months ended December 31, 2016). 4. Retention rate calculated since launch based on number of clients who have completed at least one transaction with the Company in the fiscal year ended September 30, 2017. Based on Real Matters clients on Inside Mortgage Finance website: Top 100 Mortgage Lenders (12 months ended December 31 2016). Case Studies Appraisal Market Share MSAs with Tier 1 Lenders Drive Growth FY2013 FY2014 FY2015 FY2016 FY2017 2.4% 6.5% FY2021 Target 15% to 20% 28% Mortgage Appraisal Market Share1 CAGR2 Tier 1 Lender A Recently launched Tier 1 Lender B Tier 2 Lender A Tier 2 Lender B 0% 1.6% 3.5% 4.7% 4.7% 0 mth 1 mth 2 mth 3 mth 4 mth 2.0% 18.0% 20.0% 25.0% 29.0% 1 mth 6 mth 9 mth 12 mth 18 mth 10.0% 12.0% 25.0% 25.0% 40.0% 1 mth 6 mth 12 mth 24 mth 36 mth 1.0% 55.0% 85.0% 85.0% 85.0% 1 mth 6 mth 12 mth 24 mth 36 mth
  • 7. 7 Porting Our Platform Approach in Appraisals to the Title and Closing Market Title Search Closing Network Management Escrow Funding Key Opportunities for Improvement • Reducing the number of closings that require the borrower to re-sign • Improving network management to prevent missed or re-scheduled closing appointments • Improve borrowers’ experience Large Addressable Market $13B includes purchase and refinance Ability to sell title and closing to existing appraisal clients through existing MSAs Key Business Opportunity Key Components of Title and Closing Business Similar Mortgage Customer Base Process Ripe for Disruption 1 2 3 Significant area of inefficiency
  • 8. 8 Title and Closing Strategy Expands Addressable Market, Leverages Core Platform Acquire Platform Growth Strategies Acquired Linear Title & Closing in April 2016 • Full-service title and closing business • Leading independent provider • National U.S. footprint and license coverage area • Established in-house search capabilities • Deep understanding of industry requirements • Currently servicing Tier 3 and 4 Tier mortgage lenders Growth Strategies 2019 2013-2015 Title and closing identified as strategic growth opportunity 2016 2017 May-Aug Determined lender key pain points Apr 2016 Real Matters acquires Linear Sep-Oct Tested concepts with existing clients Nov-Feb Developed technical requirements Feb-Mar Developed initial prototype H2 2017 Pilot transactions with select existing clients 2018 2017 Launch beta version Launch Tier 2 mortgage lender 2019 Launch Tier 1 mortgage lender 1. Subject to a number of known and unknown risks. See “Forward-Looking Information” on page 2 of this Presentation. Next Generation Closing Roll-Out Strategy1 1 2 Continue to grow existing Linear business • Increase market share with existing Tier 3 and Tier 4 clients • Grow pipeline of new Tier 3 and Tier 4 clients • Offer title and closing services to existing Solidifi appraisal clients Launch Next Generation Closing • Solution geared toward servicing Tier 1 and Tier 2 clients • Purchase and refinance strategy 8
  • 9. 9 Large Addressable Market • Includes both U.S. residential mortgage appraisal market and title and closing market • Focused on key large clients • Top I00 mortgage lenders represent ~90% of market • Agents represent ~70% of market • Primarily focused on centralized refinance title today Total Addressable Market3Appraisal Market1 Title & Closing Market2 • Increased regulation • Lenders increasingly focused on core operations • Lenders increasingly focused on end consumer • Growing role of technology $16B$3B $13B Industry Trends 1. Management estimates based on data for calendar year 2016 from the MBA Mortgage Finance Forecast Report of October 24, 2017. 2. Title Written Premiums data from the American Land Title Association as of June 30, 2016. 3. Management estimates of the residential mortgage appraisal market size for calendar 2016 based on data from the MBA Mortgage Finance Forecast Report of October 24, 2017, plus management estimates of the title market size measured by written premium based data from American Land Title Association Data as of June 30, 2017. Total addressable market based on roll-out of the Company’s Next Generation Closing strategy. 9
  • 10. Growth Strategy Disrupt title and closing market $13B3 annual U.S. market spend – current market share of approximately 0.3%4 • Leverage our Platform to disrupt the closing process and drive better performance • Leverage existing Tier 1 and Tier 2 MSAs to accelerate sales cycle Continue to pursue acquisition opportunities • Leverage our Platform • Strategically complement existing business Continue to grow residential mortgage appraisal market share $3.2B1 annual U.S. market spend – current market share of approximately 6.5%2 • Deployment of recent Tier 1 client wins expected to drive growth 1. Management estimates based on MBA Mortgage Finance Forecast Report of October 24, 2017. 2. Management estimates based on data from the MBA Mortgage Finance Forecast Report of October 24, 2017. 3.Title Written Premiums data from the American Land Title Association as of June 30, 2017. 4. Management estimate of Residential Title Written Premium Market Share based on data from the American Land Title Association as of June 30, 2017 and Demotech, Inc. for period ending December 31, 2015. 10
  • 11. Market Share Targets1 At End of F2017 FY2021 Target Total U.S. Residential Mortgage Appraisal Market Spend $3.2B2 U.S. Mortgage Appraisal Market Share 6.5%3 15% to 20% Total U.S. Title and Closing Market Spend $13B4 U.S. Title and Closing Market Share 0.3%5 1% to 3% Long-Term Target Operating Model Financial Targets Baseline FY2021 Target Revenues CAGR6 38%7 20% to 25% Net Revenue8 Margin (% of revenues) 31%9 35% to 40% Adjusted EBITDA10 Margin (% of Net Revenue) 10%11 25% to 30% 1. Subject to a number of known and unknown risks. See “Forward-looking Information” on page 2 of this Presentation. 2. Management estimates based on data for fiscal 2017 from the MBA Mortgage Finance Forecast Report of October 24, 2017. 3. Management estimates based on data from the MBA Mortgage Finance Forecast Report of October 24, 2017. 4. Title Written Premiums data from the American Land Title Association as of June 30, 2017. 5. Management estimate of Residential Title Written Premium Market Share based on data from the American Land Title Association as of June 30, 2017 and Demotech, Inc. for period ending December 31, 2015. 6. CAGR means compound annual growth rate. 7. Revenue CAGR for Real Matters F2014 to F2017. 8. Net Revenue is a Non-GAAP Measure. See “Non-GAAP Measures” on page 2 of this Presentation. 9. Net Revenue Margin for Real Matters for fiscal 2017. 10. Adjusted EBITDA is a Non-GAAP Measure. See “Non-GAAP Measures” on page 2 of this Presentation. 11. Adjusted EBITDA Margins for Real Matters for fiscal 2017 11
  • 13. Consolidated Market Adjusted Revenue Growth of 19% (28% in appraisal, 4% in title and closing) Appraisal • New Tier 2 lenders • Ranked #1 on Tier 1 lender scorecards Q1 2018 Highlights 13 Quarterly U.S. Revenues vs. Average U.S. Mortgage Origination Market Purchase Originations (billions) Rate Refinance Originations (billions) Source: July MBA, Fannie Mae and Freddie Mac Title and Closing • Significantly advanced Top 100 pipeline +30% 2016-2017 Appraisal Market Share $396 $372 $525 $583 $542 $389 $476 $477 $416 $349 $475 $470 $44 $46 $77 $81 $79 $65 $77 $83 $74 $0 $10 $20 $30 $40 $50 $60 $70 $80 $90 $0 $100 $200 $300 $400 $500 $600 $700 FY16 - Q1 FY16 - Q2 FY16 - Q3 FY16 - Q4 FY17 - Q1 FY17 - Q2 FY17 - Q3 FY17 - Q4 FY18 - Q1 FY18 - Q2 FY18 - Q3 FY18 - Q4 Total Real Matters Revenues (millions)
  • 14. Q1 2018 Segment Revenue Q1 2018 Q1 2017 Change U.S. Appraisal and Ancillary $49.9 $49.7 0.5% Title and Closing 16.2 21.7 (26%) Other 0.3 0.4 - Total U.S. $66.4 $71.8 (7%) Canada Appraisal and Ancillary $6.5 $6.2 5% Other 0.9 0.9 - Total Canada $7.4 $7.1 4% 14 • Modest increase in U.S. appraisal and ancillary revenues related to market share gains and new customers. • Decline in the refinance mortgage origination market significantly impacted title and closing revenues due to its high correlation to refinance related volumes. • Increase in Canadian appraisal and ancillary due to higher volumes and FX, partially offset by lower market activity.
  • 15. Q1 2018 Summary Financial Information Q1 2018 Q1 2017 Change Revenues $73.9 $78.9 (6%) Net Revenue1 $22.5 $26.0 (14%) Adjusted EBITDA1 $2.4 $5.5 (56%) Net loss $(5.4) $(2.3) − Adjusted Net Income1 $1.3 $1.9 (34%) 151. Net Revenue, Adjusted EBITDA and Adjusted Net Income are Non-GAAP measures. See pages 7-9. • Organic revenue growth driven by market share gains and new clients helped offset the estimated market decline. • Q1 2018 included acquisition revenue of $1.1 million from the consolidation of joint ventures previously accounted for as equity investees. • Net revenue margins impacted by change in revenue mix in the U.S., lower margin work completed in our title and closing service line and transition of certain title and closing service offerings to a network management model. • Network effect in appraisal business delivered margin improvements in the first quarter of 2018. • Higher operating expenses in Corporate segment included stock-based compensation expense and higher public company costs – remainder of the opex increase driven by investment to support our growth.
  • 17. Net Revenue Net Revenue should not be construed as a measure of income or of cash flows. The reconciling items between net income or loss and Net Revenue are detailed in the unaudited condensed consolidated statement of operations and comprehensive income or loss for the three months ended December 31, 2017 and 2016. A reconciliation between net income or loss and Net Revenue is provided below. Management typically calculates Net Revenue as follows: 17 2017 2016 Net loss (5,389)$ (2,285)$ Operating expenses 20,378 20,522 Acquisition and IPO (recovery) costs (7) 421 Integration expenses 50 - Amortization 5,316 5,198 Interest expense 156 254 Interest income (106) - Net foreign exchange gain (642) (3,741) (Gain) loss on fair value of warrants (767) 4,505 Re-measurement gain on previously held equity method investment (499) - Net income from equity accounted investees - (105) Income tax expense 3,995 1,248 Net Revenue 22,485$ 26,017$ Three months ended December 31 2017 2016 Revenues 73,870$ 78,894$ Less: Transaction costs 51,385 52,877 Net Revenue 22,485$ 26,017$ Three months ended December 31
  • 18. Adjusted EBITDA Management typically calculates Adjusted EBITDA as follows: 18 2017 2016 Net loss (5,389)$ (2,285)$ Stock-based compensation expense 284 - Acquisition and IPO (recovery) costs (7) 421 Integration expenses 50 - Amortization 5,316 5,198 Interest expense 156 254 Interest income (106) - Net foreign exchange gain (642) (3,741) (Gain) loss on fair value of warrants (767) 4,505 Re-measurement gain on previously held equity method investment (499) - Net income from equity accounted investees - (105) Income tax expense 3,995 1,248 Adjusted EBITDA 2,391$ 5,495$ Three months ended December 31 2017 2016 Revenues 73,870$ 78,894$ Less: Transaction costs 51,385 52,877 Less: Operating expenses 20,378 20,522 Add: Stock-based compensation expense 284 - Adjusted EBITDA 2,391$ 5,495$ Three months ended December 31
  • 19. Adjusted Net Income 19 2017 2016 Net loss (5,389)$ (2,285)$ Stock-based compensation expense 284 - Acquisition and IPO (recovery) costs (7) 421 Integration expenses 50 - Amortization of intangibles 4,890 4,814 Net foreign exchange gain (642) (3,741) (Gain) loss on fair value of warrants (767) 4,505 Re-measurement gain on previously held equity method investment (499) - Related tax effects (1,371) (1,818) Impact of the statutory income tax rate change (U.S. tax reform) 4,707 - Adjusted Net Income 1,256$ 1,896$ Weighted average number of shares outstanding (thousands), diluted 92,084 82,760 Adjusted Net Income per weighted average share, diluted 0.01$ 0.02$ Three months ended December 31