Real Matters Inc. - Management Reports 2024

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

The following Management Discussion and Analysis (“MD&A”) was prepared as of May 6, 2024 and should be read in conjunction with our unaudited interim condensed consolidated financial statements (“financial statements”), including notes thereto, for the three and six months ended March 31, 2024 and 2023 and our audited consolidated financial statements, including notes thereto, for the year ended September 30, 2023. All amounts in this MD&A are reported in thousands of U.S. dollars, unless otherwise stated, and have been prepared in accordance with International Financial Reporting Standards (“IFRS” or “GAAP”). Throughout this MD&A, Real Matters Inc. and its subsidiaries are referred to as “Real Matters,” “the Company,” “we,” “our,” or “us”. Additional information about the Company, including the Company’s Annual Information Form for the year ended September 30, 2023, can be found on SEDAR+ under the Company’s profile at www.sedarplus.ca.

We prepare our financial statements in accordance with IFRS, however, we consider certain Non-GAAP financial measures (as hereinafter defined) useful in the assessment of our financial performance. All Non-GAAP measures are identified in this MD&A by superscript (A). Please refer to the “Non-GAAP Measures” section of this MD&A for additional details regarding our use of Non-GAAP measures, including, but not limited to, the definitions of Net Revenue[(A)] and Adjusted EBITDA[(A)] .

OVERVIEW

Real Matters provides residential real estate appraisal and title services to mortgage lenders in the United States of America (“U.S.”) and residential real estate appraisal and insurance inspection services in Canada. Our technology-based platform creates a marketplace where independent field professionals, including appraisers, property inspectors, notaries, abstractors and other closing agents, compete for volumes provided by our clients based on their service level, quality of work and professionalism (the “platform”). Our proprietary technology, which we believe is unique in our industry, combined with our network management capabilities, drives greater efficiency by reducing manual processes through robust quality control mechanisms, logistics management capabilities, capacity planning tools and end-to-end transaction management for our clients. We leverage our technology and field professional partnerships with the goal of delivering first-time quality, faster turnaround times and better performance than our competitors.

Headquartered in Markham, Ontario, Real Matters’ principal offices include Buffalo, New York and Middletown, Rhode Island. We service the U.S. and Canadian residential mortgage industries through our Solidifi brand and the Canadian property and casualty insurance industry through our iv3 brand.

Our services

Appraisal services

We are one of North America’s largest independent providers of residential real estate appraisal services. A residential appraisal is a survey of a home prepared by a qualified appraiser providing their expert opinion on the market value of a residential property.

We leverage our technology-based platform and apply network management capabilities, which are designed to focus on quality at the front-end of the process, to supply residential real estate appraisal services. Our platform is an open network where appraiser performance is tracked and managed in real-time. We believe that our national and regionally managed network has the capacity to scale and deliver better performance than our competitors. We provide the breadth of expertise and local knowledge required to find the most qualified appraiser for every mortgage transaction through robust credentials management and scorecarding.

Title services

In April 2016, we entered the U.S. Title business through the acquisition of Linear Title & Closing Ltd. Our U.S. Title business leverages our technology-based platform and network management capabilities to deliver a scalable solution that drives better performance for our clients and a superior consumer experience. The closing process is critical to a consumer’s overall experience as it represents an important point of contact in a mortgage transaction. Our focus is to provide the best consumer experience by working with experienced abstractors, notaries and attorneys.

We are an approved title agent with the largest title insurance underwriters in the U.S. We offer and/or coordinate various title services for refinance, purchase, home equity, default, short sale and real estate owned (“REO”) transactions to financial institutions in all 50 states and the District of Columbia, and each state has differing rules and regulations for title agents. As an independent title agent, we provide services required to close a mortgage transaction, including title search, curative, closing and escrow services and title policy issuance. We act on behalf of title insurance underwriters and retain the agent’s portion of the premium paid for the title policy, which is typically 70-90% of the title insurance premium. The remaining portion of the premium is remitted to the underwriter as compensation for bearing the risk of loss in the event a

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

claim is made under the insurance policy. Premium splits can vary by geographic region, and in some states, premiums are fixed by regulation.

In addition, we also provide hosted software solutions relating to title servicing.

Insurance inspection services

In Canada, we also supply residential and commercial property insurance inspection services. The purpose of an inspection is to establish the replacement cost of a property in the event of a major catastrophe such as a fire or a flood. The inspection is used as an insurance underwriting tool to properly match the risk with the appropriate insurance premium and to verify the accuracy of the information collected at the time of the policy application.

Our clients

Our clients include top 100 mortgage lenders in the U.S., the majority of the big five banks in Canada and some of North America’s largest insurance carriers.

In the U.S., Tier 1 lenders (as defined in the “Glossary” section of this MD&A) typically allocate market share to their service providers based on performance, and our performance often results in us obtaining an outsized allocation of transaction volumes from these lenders compared to our competitors.

Our U.S. Appraisal segment (as hereinafter defined) provides services to the largest lenders in the U.S., including all six Tier 1 mortgage lenders. We provide appraisal services to mortgage lenders across the following channels: purchase origination, refinance origination, home equity, default and REO. Purchase and refinance mortgage origination revenues accounted for 75% of the revenues in our U.S. Appraisal segment in the first half of fiscal 2024 (first half of fiscal 2023 – 78%).

Our U.S. Title segment (as hereinafter defined) currently services one Tier 1 lender and other top 100 lenders. Our strategy is to increase market share in this segment by onboarding more Tier 1, Tier 2 and Tier 3 lenders, many of whom are already clients in the U.S. Appraisal segment.

In Canada, we provide residential mortgage appraisal services to the majority of the big five Canadian banks and residential and commercial property insurance inspection services to some of North America’s largest insurance carriers.

Markets we service and their trends

Residential mortgage origination volumes in North America are a key driver of our financial performance. The U.S. mortgage market is one of the largest asset classes in the world and it is highly regulated.

Refinance activity is highly sensitive to changes in interest rates. From the onset of COVID-19 through the first half of fiscal 2022, the mortgage origination market experienced a significant increase in refinance activity due to low interest rates and other contributing factors. Starting in the first half of fiscal 2022 and continuing through fiscal 2023, the U.S. Federal Reserve raised the Federal Funds rate multiple times to mitigate inflationary pressures. Rapidly rising mortgage rates, high inflation, reduced affordability, and broader macroeconomic concerns drove significant declines in mortgage origination volume during this period. For fiscal 2023, we estimated that total mortgage origination volumes decreased nearly 53% from fiscal 2022. We also estimated that total mortgage origination volumes decreased approximately 6% in the first half of fiscal 2024 compared to the same period in fiscal 2023.

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

The table below outlines the estimated number of U.S. mortgage origination loans for purchase and refinance transactions on a calendar year basis from 1999 to the present.

U.S. Mortgage Origination Volumes by Calendar Year

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(excludes default, REO and home equity loans)
Purchase Refinance Avg 30yr mortgage rate
22.5
8.0%
20.0
17.5 7.0%
15.0
6.0%
12.5
5.0%
10.0
7.5
4.0%
5.0
3.0%
2.5
0.0 2.0%
Number of loans in millions
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Source: Home Mortgage Disclosure Act. data ("HMDA")

Note

We derive our estimate using a variety of sources, including HMDA data, publicly reported financial results of U.S. mortgage originators, forecasts from the Mortgage Bankers Association, Fannie Mae and Freddie Mac, and our own internal volumes.

Our addressable market

We estimate that there were approximately 3.3 million mortgage origination transactions (purchase and refinance) in the U.S. in fiscal 2023.

The total addressable market (“TAM”) for our U.S. Appraisal segment excludes appraisal waivers from GSEs and appraisals provided by Veterans Affairs, the majority of which impacts refinance origination volumes. We estimate that in fiscal 2023 there were approximately 2.7 million addressable mortgage origination transactions (purchase and refinance) requiring appraisals in the U.S. U.S. Appraisal market share for origination transactions is generally allocated by lenders on a centralized, combined volume basis.

The TAM for our U.S. Title segment is not impacted by waivers or Veterans Affairs volumes. We estimate that there were 0.6 million refinance transactions in fiscal 2023. Our U.S. Title segment currently targets refinance transactions as this volume is generally centralized by the mortgage lenders (i.e. the allocation of volume is driven by the lender). While we have the capability, and we do occasionally provide title services for purchase transactions, most volume for U.S. Title purchase transactions is not allocated by the lender.

In addition to mortgage origination transactions, we also service home equity, default and REO transactions. However, due to the lack of available market data, we are unable to estimate the market size for these transactions.

Due to the lack of available market data, we are unable to estimate the market size for the Canadian segment.

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

The graph below outlines the estimated size of the TAM for purchase and refinance mortgage origination in the U.S. for fiscal 2019 through fiscal 2023 and our estimate of the TAM spend for these services.

Estimated Total Addressable Market spend by fiscal year

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(expressed in billions of dollars)
Management estimate
$10.9
$9.1
$6.4
$5.3 $6.0
$4.9
$2.6
$1.9
$1.9
$1.7 $1.0 $2.3
$0.9
$0.6
$2.1 $2.1 $2.6 $2.4 $0.3
$1.4
2019 2020 2021 2022 2023
Appraisal Purchase Appraisal Refinance Title Refinance
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Seasonality and other trends

Residential mortgage origination volumes in North America are influenced by cyclical trends and seasonality. Cyclical trends include changes in interest rates, refinancing rates, the capacity of lenders to underwrite mortgages, house prices, housing inventory, demand for housing, the availability of funds for mortgage loans, credit requirements, regulatory changes, household indebtedness, employment levels and the general health of the North American economy. Transaction-based revenues for appraisal services in our U.S. Appraisal and Canadian segments are also impacted by the seasonal nature of the residential mortgage industry, which typically see home buyers purchase more homes in our third and fourth fiscal quarters, representing the three months ending June 30 and September 30, respectively.

Our market share is impacted by the size of the addressable residential mortgage origination market but also by our clients’ relative share of the addressable market. Gains or losses in our clients’ share of the addressable market influence our overall market share. As discussed above, the prevalence of appraisal waivers provided by the GSEs and the volume of appraisals provided by Veterans Affairs can also impact the size of the TAM for our U.S. Appraisal segment.

Long-term focus

We take a long-term view to manage and measure the success of our business strategies since we cannot control the addressable mortgage origination market or the factors that influence it. Accordingly, our principal focus is on growing market share in the residential mortgage origination market over the long-term. Market share growth is achieved by onboarding new customers and increasing market share with our existing clients. The mortgage market is subject to the influence of many factors, such as broader economic conditions, changes to interest rates, changes in our clients’ share of the market and regulatory changes; each of which is not within our control. As we scale transaction volumes, we expect to expand Net Revenue[(A)] and Adjusted EBITDA[(A)] margins.

Fiscal 2025 targets

At the end of fiscal 2020, we set targets through the end of fiscal 2025 for market share, Net Revenue[(A)] margins, Adjusted EBITDA[(A)] margins, corporate expenses and for conversion of Adjusted EBITDA[(A)] to Free Cash Flow[(A)] between fiscal 2021 through the end of 2025. Given that we are unable to control the cyclical and seasonal trends that impact the residential mortgage market or our clients’ share of the overall market, we did not set revenue targets.

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

The fiscal 2025 targets are presented for the purpose of assisting investors, security analysts and others in understanding our current objectives, strategic priorities, and expectations for the future. Readers are cautioned that our fiscal 2025 targets may not be appropriate for other purposes.

Key assumptions:

Our fiscal 2025 targets are contingent on, amongst other things:

no change in our clients’ respective share of the market from 2020 levels;
a TAM for U.S. Appraisal of $4.0 billion and a TAM for U.S. Title of $2.0 billion;
Veteran Affairs volumes for purchase and refinance activity remain largely unchanged from fiscal 2020 levels through fiscal 2025 (approximately 9% for purchase market volumes and approximately 15% for refinance market volumes);
waivers for purchase and refinance activity return to levels seen in fiscal 2019 by fiscal 2025 (approximately 2% for purchase market volumes and approximately 10% for refinance market volumes);
continued expansion of market share in our U.S. Appraisal segment, including, by fiscal 2025, a market share of between 30% to 55% with each of our Tier 1 clients; and
the successful launch of several Tier 1 clients by our U.S. Title segment through fiscal 2025.

Please refer to the “Cautionary Note Regarding Forward-Looking Information” contained in this MD&A for a description of the risks that impact our business and that could impact the achievement of our fiscal 2025 targets, including the size of the U.S. mortgage market in fiscal 2025.

Fiscal 2025 Targets

	Purchase	Refinance	Net	Adjusted
	market	market	Revenue(A)	EBITDA(A)
	share	share	margin	margin
U.S. Appraisal	7-9%(1)	17-19%(1)	26-28%	65-70%
U.S. Title	-	6-8%(1)	60-65%	50-55%
Canada	-	-	19-20%	65-70%

Note

(1) Market share expressed as a percentage of TAM as described above in this MD&A.

The target for our Corporate segment is to contain corporate expenses, excluding stock-based compensation expense, to 7% of Net Revenue[(A)] by the end of fiscal 2025.

Our target is to convert 70-75% of Adjusted EBITDA[(A)] to Free Cash Flow[(A)] between fiscal 2021 through the end of fiscal 2025, which is contingent on a normalized market.

We believe we have a significant amount of addressable market beyond our fiscal 2025 objectives. The U.S. mortgage market is one of the largest asset classes in the world and we service large, blue-chip clients in the U.S. and Canada. Getting to first transaction with large mortgage lenders can be a lengthy process; however, once we launch a client, our strategy is to leverage our platform to outperform our competition and grow market share. This helps us solidify and expand the relationships we have with our clients over the long term. Our business is built for scale; higher transaction volumes typically allow us to expand Net Revenue[(A)] and Adjusted EBITDA[(A)] margins. We have a strong balance sheet and strong Free Cash Flow[(A)] generating profile in a normalized market that is expected to support our long-term business objectives.

Important factors affecting our results from operations

Our business is subject to a variety of risks and uncertainties, and the targets outlined above contain forward-looking information. Please refer to the “Cautionary Note Regarding Forward-Looking Information” contained in this MD&A for a description of the risks that impact our business and that could cause our financial results to vary.

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

FINANCIAL PERFORMANCE

The following is a discussion of our consolidated financial condition and results of operations for the three and six months ended March 31, 2024 and 2023.

Review of Operations - For the three and six months ended March 31, 2024

This section provides detailed information and analysis about the Company’s performance for the three and six months ended March 31, 2024.

Please also refer to the tables in the “Foreign Currency Exchange Rates” section of this MD&A for additional details regarding the impact foreign currency exchange (“FX”) had on our consolidated operating results for the three and six months ended March 31, 2024.

Consolidated

Consolidated	Consolidated	Consolidated
Three months ended March 31 Six months ended March 31
2024 2023 Change % Change 2024 2023 Change % Change
Revenues $ 42,168$ 37,610 $ 4,558 12%$ 77,613$ 75,775 $ 1,838 2% Transaction costs $ 30,639$ 27,680 $ 2,959 11%$ 56,409$ 56,054 $ 355 1% Operating expenses $ 11,177$ 11,936 $ (759) -6%$ 22,740$ 25,136 $ (2,396) -10% Amortization $ 804$ 996 $ (192) -19%$ 1,643$ 2,041 $ (398) -20% Net income (loss) $ 2,073$ (2,580) $ 4,653 180%$ (1,525)$ (7,199) $ 5,674 79% Non-GAAP measures Net Revenue(A) $ 11,529$ 9,930 $ 1,599 16%$ 21,204$ 19,721 $ 1,483 8% Net Revenue(A)margin 27.3% 26.4% 0.9% 3% 27.3% 26.0% 1.3% 5% Adjusted EBITDA(A) $ 710$ (1,681) $ 2,391 142%$ (360)$ (4,622) $ 4,262 92% Adjusted EBITDA(A)margin 6.2% -16.9% 23.1% 137% -1.7% -23.4% 21.7% 93%
Consolidated operating results
	Three months ended March 31, 2024 vs. Three months ended March 31, 2023	Six months ended March 31, 2024 vs. Six months ended March 31, 2023
Revenues	↑ The increase in consolidated revenues were primarily due to an increase in revenues from our U.S. Appraisal and Canada segments which was partially offset by a decrease in revenuesfromourU.S.Title segment.	↑ The increase in consolidated revenues were primarily due to an increase in revenues from our U.S. Appraisal segment which was partially offset by a decrease in revenues fromourU.S.Title and Canada segments.
Transaction costs	↑ The increase in transaction costs were primarily due to an increase in transaction costs from our U.S. Appraisal and Canada segments which was partially offset by a decreasefromourU.S.Title segment.	↑ The increase in transaction costs were primarily due to an increase in transaction costs from our U.S. Appraisal segment which was partially offset by a decrease from our U.S.Title and Canada segments.

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

Consolidated operating results	Consolidated operating results
	Three months ended March 31, 2024 vs. Three months ended March 31, 2023	Six months ended March 31, 2024 vs. Six months ended March 31, 2023
Operating expenses	↓ Operating expenses decreased by 6% primarily due to: • A decrease of $0.1 million in salaries and benefits associated with a reduction of headcount partially offset by salary increases. • A $0.4 million decrease in office and computer expenses from lower Information Technology (“IT”) expenses, lower U.S. Title segment variable bank and courier expenses and lower FX. • A decrease of $0.1 million in professional fees.	↓ Operating expenses decreased by 10% primarily due to: • A decrease of $0.9 million in salaries and benefits associated with a reduction of headcount partially offset by salary increases. • A $0.9 million decrease in office, computer and insurance expenses resulting from lower U.S. Title segment variable bank and courier expenses, lower IT expenses, and lower insurance premiums. • A decrease in bank charges, bad debt, licenses and other expenses of $0.7 million. • A decrease of $0.2 million in professional fees due to a reduction in consulting services. • Partially offset by the amortization of a prepaid client integration fee.
Amortization	↓ Amortization expense was 19% lower mainly due to a reduction of right-of-use assets related to our leased office space combined with fully amortized computer equipment andleaseholdimprovements.	↓ Amortization expense was 20% lower due to a reduction of right-of-use assets related to our leased office space combined with fully amortized computer equipment and leaseholdimprovements.
Net income (loss)	↑ In addition to the Adjusted EBITDA(A) discussion below, the increase in net income was mainly due to: • no restructuring expenses in Q2 2024 (Q2 2023 - $0.3 million); • higher interest income of $0.3 million; • decreased amortization expense of $0.2 million; • increased net foreign exchange gain of $2.2 million; • partially offset by a decrease in income tax recovery of $0.3 million and an increase in loss on fair value of derivatives of $0.4 million.	↑ In addition to the Adjusted EBITDA(A) discussion below, net loss was lower mainly due to: • no restructuring expenses in the first half of fiscal 2024 (first half of fiscal 2023 - $1.7 million); • higher interest income of $0.5 million; • decreased amortization expense of $0.4 million; • increased net foreign exchange gain of $1.3 million; • partially offset by a decrease in income tax recovery of $1.8 million, increase in stock-based compensation of $0.4 million and a decline in gain on fair value of derivatives of$0.2 million.
Net Revenue(A)	↑ Net Revenue(A)increased by 16% primarily due to an increase in consolidated revenues and improved consolidated Net Revenue(A) margin.	↑ Net Revenue(A)increased by 8% primarily due to an increase in consolidated revenues and improved consolidated Net Revenue(A) margin.
Net Revenue(A) margin	↑ Net Revenue(A)margin increased by 90 basis points as we leveraged our field professional network in a lower market volume environment.	↑ Net Revenue(A)margin increased by 130 basis points as we leveraged our field professional network in a lower market volume environment.
Adjusted EBITDA(A)and Adjusted EBITDA(A) margin	↑ We recorded higher Adjusted EBITDA(A)and Adjusted EBITDA(A)margin due to higher Net Revenue(A), a decrease in operating expenses and Net Revenue(A)margin improvementexplained above.	↑ We recorded higher Adjusted EBITDA(A)and Adjusted EBITDA(A)margin due to higher Net Revenue(A), a decrease in operating expenses and Net Revenue(A)margin improvementexplained above.

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

The tables that follow compare our consolidated Revenues, Adjusted EBITDA[(A) ] and Net Income or Loss to estimated mortgage market origination volumes.

Consolidated Adjusted EBITDA[(A)] relative to mortgage market origination volumes*

Consolidated Revenues relative to mortgage market origination volumes*

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* Management estimate, volumes expressed in thousands of units origination volumes
Volumes * Management estimate, volumes expressed in thousands of units
15,000 Volumes
$504.1M 15,000
$455.9M $72.2M 13,000
10,000 $59.2M 11,000
$339.6M
$322.5M
9,000
7,000
$29.0M
$163.9M $168.5M 5,000 5,000
3,000
$7.4M
$0.0M 1,000
- ($2.4M) (1,000)
F19 F20 F21 F22 F23 LTM - F24 F19 F20 F21 F22 F23 LTM - F24
Year Year
Revenue Estimated market volumes Adjusted EBITDA(A) Estimated market volumes
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Consolidated Net Income or Loss relative to mortgage market origination volumes*

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* Management estimate, volumes expressed in thousands of units
Volumes
15,000
$42.8M
12,000
$33.1M
9,000
6,000
$10.1M
3,000
($1.5M)
($9.3M) ($6.2M)
-
(3,000)
F19 F20 F21 F22 F23 LTM - F24
Year
Net Income (Loss) Estimated market volumes
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Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

Business Segment Analysis - Review of Operations - For the three and six months ended March 31, 2024

We conduct our business in the U.S. and Canada through three reportable segments: (i) U.S. appraisal (“U.S. Appraisal”); (ii) U.S. title (“U.S. Title”); and (iii) Canada or Canadian. Expenses attributable to corporate activities are recorded in our Corporate segment.

U.S. Appraisal

U.S. Appraisal
			Three months ended		March 31		Six months ended		March 31
					%				%
		2024	2023	Change	Change	2024	2023	Change	Change
Revenues
Purchase origination	$	14,562$	13,265 $	1,297	10%$	26,835$	26,958 $	(123)	0%
Refinance origination		9,614	8,456	1,158	14%	17,441	16,720	721	4%
Home equity		7,554	5,492	2,062	38%	13,524	11,064	2,460	22%
Other		837	783	54	7%	1,567	1,514	53	4%
	$	32,567 $	27,996 $	4,571	16% $	59,367 $	56,256 $	3,111	6%
Transaction costs	$	23,362$	20,266 $	3,096	15%$	42,693$	40,902 $	1,791	4%
Operating expenses	$	4,799$	4,590 $	209	5%$	9,592$	9,899 $	(307)	-3%
Amortization	$	84$	153 $	(69)	-45%$	173$	308 $	(135)	-44%
Non-GAAP measures
Net Revenue(A)	$	9,205$	7,730 $	1,475	19%$	16,674$	15,354 $	1,320	9%
Net Revenue(A)margin		28.3%	27.6%	0.7%	3%	28.1%	27.3%	0.8%	3%
Adjusted EBITDA(A)	$	4,406$	3,140 $	1,266	40%$	7,082$	5,455 $	1,627	30%
Adjusted EBITDA(A)margin		47.9%	40.6%	7.3%	18%	42.5%	35.5%	7.0%	20%

U.S. Appraisal operating results	U.S. Appraisal operating results
	Three months ended March 31, 2024 vs. Three months ended March 31, 2023	Six months ended March 31, 2024 vs. Six months ended March 31, 2023
Revenues	↑ Revenues from purchase and refinance mortgage origination increased principally due to higher addressable mortgage origination volume and market share gains with existing and new clients. Year-over-year, we estimate that addressable mortgage origination volumes for purchase and refinance activity increased by 9% each, which compares to an increase of 10% in our purchase origination revenues and a 14% increase in our refinance origination revenues. Home equity revenues increased by 38% and accounted for 23% of the segment’s revenues (Q2 2023 – 20%) mainly due to market share gains with existing and new clients.	↑ Revenues from purchase mortgage originations were relatively flat and revenues from refinance mortgage originations increased due to higher addressable mortgage origination volume for refinance transactions and market share gains with existing and new clients. Year-over-year, we estimate that addressable mortgage origination volumes for purchase and refinance activity decreased by 7% and increased by 2%, respectively, which compares to no change in our purchase origination revenues and a 4% increase in our refinance origination revenues. Home equity revenues increased by 22% and accounted for 23% of the segment’s revenues (2023 – 20%) mainly due to market share gainswithexisting andnewclients.

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

U.S. Appraisal operating results	U.S. Appraisal operating results
	Three months ended March 31, 2024 vs. Three months ended March 31, 2023	Six months ended March 31, 2024 vs. Six months ended March 31, 2023
Transaction costs	↑ Transaction costs increased due in large part to higher addressable mortgage origination volumes and market share gains with existing and new clients, as outlined in the revenue discussion above. Leveraging our field professional network in a lower market environment partially offset the overall increasein transactioncosts.	↑ Transaction costs increased due in large part to market share gains with existing and new clients, as outlined in the revenue discussion above. Leveraging our field professional network in a lower market environment partially offset the overall increase in transaction costs.
Operating expenses	↑ Operating expenses increased by 5% primarily on higher salaries and benefits costs of $0.3 million, partially offset by lower communicationexpenses of$0.1 million.	↓ Operating expenses decreased by 3% on lower office and communication expenses of $0.3 million, coupled with a reduction of $0.1 million inbad debtexpense.
Amortization	↓ Amortization expense decreased due to a reduction of right-of-use assets related to our leased office space combined with fully amortized computer equipment and leaseholdimprovements.	↓ Amortization expense decreased due to a reduction of right-of-use assets related to our leased office space combined with fully amortized computer equipment and leaseholdimprovements.
Net Revenue(A)	↑ Net Revenue(A)increased by 19% mainly due to higher revenues, as outlined above, and improvedNet Revenue(A)margin.	↑ Net Revenue(A)increased by 9% mainly due to higher revenues, as outlined above, and improvedNet Revenue(A)margin.
Net Revenue(A) margin	↑ Net Revenue(A)margin expanded by 70 basis points as we leveraged our field professional network in a lower market environment, which was partially offset by an increase in lower margin home equity services.	↑ Net Revenue(A)margin expanded by 80 basis points as we leveraged our field professional network in a lower market environment, which was partially offset by an increase in lower margin home equity services.
Adjusted EBITDA(A)and Adjusted EBITDA(A) margin	↑ Adjusted EBITDA(A)and Adjusted EBITDA(A) margin increased on higher Net Revenue(A), partially offset by higher operating expenses as described above.	↑ Adjusted EBITDA(A)and Adjusted EBITDA(A) margin increased on higher Net Revenue(A) and lower operating expenses as described above.

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

The tables that follow compare our U.S. Appraisal segment: (i) Revenues and Net Revenue[(A)] margin; and (ii) Adjusted EBITDA[(A)] and Adjusted EBITDA[(A)] margin, against addressable mortgage market origination volumes.

U.S. Appraisal Segment Revenues & Net Revenue[(A)] margin vs addressable mortgage market origination volumes*

U.S. Appraisal Segment Adjusted EBITDA[(A)] & Adjusted EBITDA[(A)] margin vs addressable mortgage market origination volumes*

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* Management estimate, volumes expressed in thousands of units market origination volumes
Volumes * Management estimate, volumes expressed in thousands of units
$322.1M 8,000 Volumes
$282.1M 8,000
$250.9M $39.9M $39.8M
6,000
$212.7M 6,000
$26.0M $27.0M
23.8% 21.5% $120.8M $125.4M 4,000 4,000
22.1%
23.6% 59.3% $14.2M $15.4M
2,000 57.5%
2,000
27.4% 27.6% 51.9% 44.6%
48.6%
42.8%
- -
F19 F20 F21 F22 F23 LTM - F24 F19 F20 F21 F22 F23 LTM - F24
Year Year
Revenue Estimated addressable market volumes Adjusted EBITDA(A) Estimated addressable market volumes
----- End of picture text -----*

Our U.S. Appraisal segment is our more mature business in the U.S. Increased transaction volumes on our platform from net market share gains and higher market volumes resulted in annual Net Revenue[(A)] and Adjusted EBITDA[(A)] margin expansion through fiscal 2020. Despite the year-over-year increase in transaction volumes in fiscal 2021, our Net Revenue[(A)] and Adjusted EBITDA[(A)] margin contracted because we serviced a higher proportion of high-value and complex properties, due in part to an increase in GSE waivers. The use of GSE waivers has declined substantially since fiscal 2021, reverting to historical standards. We expanded Net Revenue[(A)] margin in the second half of fiscal 2022, continuing into fiscal 2023 and the first half of fiscal 2024, despite a substantial decline in transaction volumes, as we leveraged our field professional network in a lower market environment and serviced more standard properties, due in part to the decline in GSE waivers.

U.S. Title

U.S. Title
			Three months ended		March 31		Six months ended		March 31
					%				%
		2024	2023	Change	Change	2024	2023	Change	Change
Revenues - title services
Refinance origination	$	684$	557$	127	23%$	1,519$	1,283$	236	18%
Home equity		741	910	(169)	-19%	1,386	1,850	(464)	-25%
REO		376	530	(154)	-29%	731	996	(265)	-27%
Diversified		233	226	7	3%	434	455	(21)	-5%
	$	2,034 $	2,223 $	(189)	-9% $	4,070 $	4,584$	(514)	-11%
Transaction costs	$	1,140$	1,405$	(265)	-19%$	2,212$	2,946$	(734)	-25%
Operating expenses	$	2,546$	3,103$	(557)	-18%$	5,129$	6,821$	(1,692)	-25%
Amortization	$	609$	769$	(160)	-21%$	1,260$	1,559$	(299)	-19%
Non-GAAP measures
Net Revenue(A)	$	894$	818$	76	9%$	1,858$	1,638$	220	13%
Net Revenue(A)margin		44.0%	36.8%	7.2%	20%	45.7%	35.7%	10.0%	28%
Adjusted EBITDA(A)	$	(1,652)$	(2,285)$	633	28%$	(3,271)$	(5,183)$	1,912	37%
Adjusted EBITDA(A)margin		-184.8%	-279.3%	94.5%	34%	-176.0%	-316.4%	140.4%	44%

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

U.S. Title operating results	U.S. Title operating results
	Three months ended March 31, 2024 vs. Three months ended March 31, 2023	Six months ended March 31, 2024 vs. Six months ended March 31, 2023
Revenues	↓ The revenue decline was primarily due to lower revenues from home equity and REO volumes serviced, which was partially offset by an increase in refinance origination revenues due to higher refinance mortgage origination volume and market share gains with new and existing clients. We estimate the refinance mortgage origination market increased 13% year-over- year, which compares to an increase of 23% inour refinance origination revenues.	↓ The revenue decline was primarily due to lower revenues from home equity and REO volumes serviced, which was partially offset by an increase in refinance origination revenues due to higher refinance mortgage origination volume and market share gains with new and existing clients. We estimate the refinance mortgage origination market increased 1% year-over- year, which compares to an increase of 18% inour refinance origination revenues.
Transaction costs	↓ Transaction costs declined due in large part to the decline in revenues, partially offset by a higher proportion of incoming order volumesthatclosed.	↓ Transaction costs declined due in large part to the decline in revenues, partially offset by a higher proportion of incoming order volumesthatclosed.
Operating expenses	↓ Operating expenses declined by 18% mainly due to lower salaries and benefits costs of $0.2 million, a reduction in professional fees and other expenses of $0.3 million and lower insurance premiums of $0.1 million.	↓ Operating expenses declined by 25% mainly due to lower salaries and benefits costs of $1.0 million, a reduction in courier, office, bank charges and other expenses of $0.4 million and lower insurance premiums of $0.1 million.
Amortization	↓ Amortization expense decreased due to a reduction of right-of-use assets related to our leased office space combined with fully amortized computer equipment and leaseholdimprovements.	↓ Amortization expense decreased due to a reduction of right-of-use assets related to our leased office space combined with fully amortized computer equipment and leaseholdimprovements.
Net Revenue(A)	↑ Net Revenue(A)increased by 9% due to an expansion of Net Revenue(A)margin partially offset by lower volumes serviced, as outlined in therevenue discussionabove.	↑ Net Revenue(A)increased by 13% due to an expansion of Net Revenue(A)margin partially offset by lower volumes serviced, as outlined in therevenue discussionabove.
Net Revenue(A) margin	↑ U.S. Title segment Net Revenue(A)margin increased by 720 basis points mostly due to a higher proportion of incoming order volumes that closed, which was partially offset by lower volumes serviced.	↑ U.S. Title segment Net Revenue(A)margin increased by 1,000 basis points mostly due to a higher proportion of incoming order volumes that closed, which was partially offsetbylower volumes serviced.
Adjusted EBITDA(A)and Adjusted EBITDA(A) margin	↑ Adjusted EBITDA(A)and Adjusted EBITDA(A) margin improved due to a reduction in operating expenses and increase in Net Revenue(A)and Net Revenue(A)margin, as outlined above.	↑ Adjusted EBITDA(A)and Adjusted EBITDA(A) margin improved due to a reduction in operating expenses and increase in Net Revenue(A)and Net Revenue(A)margin, as outlined above.

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

The tables that follow compare our U.S. Title segment: (i) Revenues and Net Revenue[(A)] margin; and (ii) Adjusted EBITDA[(A)] and Adjusted EBITDA[(A)] margin, against addressable mortgage market origination volumes.

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U.S. Title Segment Revenues & Net U.S. Title Segment Adjusted EBITDA [(A)]
Revenue [(A)] margins vs mortgage & Adjusted EBITDA [(A) ] margins vs
market origination refinance volumes mortgage market origination
Management estimate, volumes expressed in thousands of units refinance volumes
Volumes * Management estimate, volumes expressed in thousands of units
8,000 Volumes
$142.4M $129.5M 10,000
$44.3M
8,000
6,000
$31.8M
6,000
$82.6M
4,000 49.3%
63.1% 68.1% $13.7M 36.0% 4,000
$36.5M 29.2% 2,000
56.7% 2,000
($8.1M) ($8.3M) ($7.7M)
63.1% $9.5M $9.3M -
40.6% 42.2% (35.1)% (215.6)% (195.4)%
- (2,000)
F19 F20 F21 F22 F23 LTM - F24 F19 F20 F21 F22 F23 LTM - F24
Year Year
Revenue Estimated refinance market volumes Adjusted EBITDA(A) Estimated refinance market volumes
----- End of picture text -----*

Currently, our U.S. Title segment predominately services refinance mortgage origination volumes which are highly sensitive to interest rates. Increased transaction volumes on our platform from higher market volumes and market share gains resulted in annual Net Revenue[(A)] and Adjusted EBITDA[(A)] margin expansion through fiscal 2020. After experiencing a surge due to low interest rates, refinance market volumes began to decline in the second half of fiscal 2021 in line with increases in U.S. mortgage interest rates. Our Net Revenue[(A)] and Adjusted EBITDA[(A)] margin contracted in fiscal 2022 and 2023 in line with the substantial decline in transaction volumes on our platform, and we focused on operational efficiencies and significantly reduced our U.S. Title operating expenses. In the first half of fiscal 2024, our Net Revenue[(A) ] and Adjusted EBITDA[(A)] margin increased for the reasons noted in the table above.

Canada

			Three months ended	Three months ended	March 31		Six months ended	Six months ended	March 31
					%				%
		2024	2023	Change	Change	2024	2023	Change	Change
Revenues	$	7,567$	7,391 $	176	2%$	14,176$	14,935 $	(759)	-5%
Transaction costs	$	6,137$	6,009 $	128	2%$	11,504$	12,206 $	(702)	-6%
Operating expenses	$	539$	418 $	121	29%$	1,076$	900 $	176	20%
Amortization	$	-$	- $	-	0%$	-$	- $	-	0%
Non-GAAP measures
Net Revenue(A)	$	1,430$	1,382 $	48	3%$	2,672$	2,729 $	(57)	-2%
Net Revenue(A)margin		18.9%	18.7%	0.2%	1%	18.8%	18.3%	0.5%	3%
Adjusted EBITDA(A)	$	891$	964 $	(73)	-8%$	1,596$	1,829 $	(233)	-13%
Adjusted EBITDA(A)margin		62.3%	69.8%	-7.5%	-11%	59.7%	67.0%	-7.3%	-11%

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

Canada operating results	Canada operating results
	Three months ended March 31, 2024 vs. Three months ended March 31, 2023	Six months ended March 31, 2024 vs. Six months ended March 31, 2023
Revenues	↑ Revenues increased due to higher market volumes and net market share gains with new clients for appraisal services.	↓ Revenues declined due to lower market volumes for appraisal services in the first half of 2024 and modestly lower insurance inspection revenues, partially offset by net market share gains with new and existing clientsforappraisalservices.
Transaction costs	↑ Transaction costs increased proportionally to our revenues for the most part. Leveraging our field professional network in a lower market environment partially offset the overall increase in transaction costs.	↓ Transaction costs declined due in large part to lower market volumes for appraisal services, as outlined in the revenue discussion above. Leveraging our field professional network in a lower market environment also contributed to the decline in transaction costs.
Operating expenses	↑ Canadian segment operating expenses increased by 29% mainly due to the amortization of a prepaid client integration fee which was partially offset by lower salaries and benefits costs.	↑ Canadian segment operating expenses increased by 20% mainly due to the amortization of a prepaid client integration fee which was partially offset by lower salaries and benefits costs.
Net Revenue(A)	↑ Net Revenue(A)in our Canadian segment increased by 3% due to higher revenues for appraisal services and improved Net Revenue(A)margin.	↓ Net Revenue(A)in our Canadian segment declined by 2% due to lower revenues for appraisal services, partially offset by improvedNet Revenue(A)margin.
Net Revenue(A) margin	↑ Net Revenue(A)margin in our Canadian segment increased by 20 basis points as we leveraged our field professional network in a lower marketenvironment.	↑ Net Revenue(A)margin in our Canadian segment increased by 50 basis points as we leveraged our field professional network in a lower marketenvironment.
Adjusted EBITDA(A) and Adjusted EBITDA(A) margin	↓ Adjusted EBITDA(A)and Adjusted EBITDA(A) margin were lower due to the increase in operating expenses, partially offset by the increase in Net Revenue(A)and Net Revenue(A)margin, as outlined above.	↓ Adjusted EBITDA(A)and Adjusted EBITDA(A) margin were lower due to lower Net Revenue(A)and higher operating expenses, partially offset by an improvement in Net Revenue(A)margin.

Corporate and other items

			Three months ended	Three months ended	March 31		Six months ended	Six months ended	March 31
					%				%
		2024	2023	Change	Change	2024	2023	Change	Change
Operating expenses	$	3,293$	3,825$	(532)	-14%$	6,943$	7,516$	(573)	-8%
Amortization	$	111$	74$	37	50%$	210$	174$	36	21%
Restructuring expenses	$	-$	325$	(325)	-100%$	-$	1,674$	(1,674)	-100%
Interest expense	$	95$	79$	16	20%$	167$	131$	36	27%
Interest income	$	(428)$	(165)$	(263)	-159%$	(790)$	(276)$	(514)	-186%
Net foreign exchange
(gain) loss	$	(2,116)$	111$	(2,227)	-2006%$	(171)$	1,111$	(1,282)	-115%
Loss (gain) on fair value
of derivatives	$	122$	(281)$	403	143%$	(50)$	(268)$	218	81%
Income tax recovery	$	(198)$	(491) $	293	60%$	(810)$	(2,629) $	1,819	69%

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

Corporate operating results	Corporate operating results
	Three months ended March 31, 2024 vs. Three months ended March 31, 2023	Six months ended March 31, 2024 vs. Six months ended March 31, 2023
Operating expenses	↓ Corporate operating expenses declined $0.5 million mainly due to $0.3 million severance expense recorded in Q2 2023 compared to $nil in Q2 2024. Lower IT expenses were mainly offset by higher stock-based compensation expense.	↓ Corporate operating expenses declined $0.6 million primarily due to $0.3 million severance expense recorded in the first half of fiscal 2023 compared to $nil in the first half of fiscal 2024. Lower IT expenses were partially offset by higher stock-based compensation expense.
Amortization	↑ Amortizationexpenseincreasedmodestly.	↑ Amortizationexpenseincreasedmodestly.
Restructuring expenses	↓ We did not incur restructuring expenses in the second quarter of fiscal 2024. Restructuring expenses recorded in the comparable period represented severance costs attributable to changes in our organizational structure.	↓ We did not incur restructuring expenses in the first half of fiscal 2024. Restructuring expenses recorded in the comparable period represented severance costs attributable to changes in our organizational structure.
Interest expense and Interest Income	↑ The increase in interest expense and income is mostly related to the current higher interest rates environment and the interest incurred onour total returnswaps.	↑ The increase in interest expense and income is mostly related to the current higher interest rates environment and the interest incurred onour total returnswaps.
Net foreign exchange (gain) loss	↑ Net foreign exchange gains or losses represent non-cash gains or losses on long- term financing arrangements between our Canadian and U.S. entities within the consolidated group of companies. The resulting current and comparative quarter gains and losses were the result of changes in the FX rate between the Canadian and U.S. dollar.	↑ Net foreign exchange gains or losses represent non-cash gains or losses on long- term financing arrangements between our Canadian and U.S. entities within the consolidated group of companies. The resulting year-to-date fiscal year gains and comparative losses were the result of changes in the FX rate between the Canadianand U.S. dollar.
Loss (gain) on fair value of derivatives	↓ In Q1 2023 and Q1 2024, the Company entered into a total return swap to manage our cash flow exposure arising from changes in our share price attributable to cash-settled RSUs. The fair value of the swap fluctuates on an inverserelationshipto ourshare price.	↓ In Q1 2023 and Q1 2024, the Company entered into a total return swap to manage our cash flow exposure arising from changes in our share price attributable to cash-settled RSUs. The fair value of the swap fluctuates on an inverserelationshipto ourshare price.
Income tax recovery	↓ We recorded income before income tax recoveries of $1.9 million for Q2 2023. Income tax calculated at the statutory income tax rate, including foreign income subject to tax at a different statutory tax rate, resulted in an income tax expense of $0.5 million. Income tax recoveries related to non-deductible expenses, including RSUs, and non-taxable incometotaled $0.7million.	↓ We recorded a loss before income tax recoveries of $2.3 million for the first half of fiscal 2024. Income tax calculated at the statutory income tax rate, including foreign income subject to tax at a different statutory tax rate, resulted in an income tax recovery of $0.6 million. Income tax recoveries related to non-deductible expenses, including RSUs, andnon-taxableincometotaled $0.3million.

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

NON-GAAP MEASURES

We prepare our financial statements in accordance with IFRS. However, we consider certain Non-GAAP financial measures useful additional information to assess our financial performance. These measures, which we believe are widely used by investors, securities analysts and other interested parties to evaluate 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”, “Adjusted Net Income or Loss”, “Free Cash Flow” and “Free Cash Flow Conversion”.

(A)

Adjusted EBITDA

All references to ‘‘Adjusted EBITDA’’ in this MD&A are to net income or loss before stock-based compensation expense, amortization, restructuring expenses, interest expense, interest income, net foreign exchange gain or loss, gain or loss on fair value of derivatives and income tax expense or recovery. Adjusted EBITDA is a measure of our operating profitability and therefore excludes certain items that are viewed by us as either non-cash (in the case of equity-settled stock-based compensation expense, amortization, unrealized net foreign exchange gain or loss, unrealized gain or loss on the fair value of derivatives and deferred income taxes) or non-operating (in the case of cash-settled stock-based compensation expense, restructuring expenses, realized net foreign exchange gain or loss, realized gain or loss on the fair value of derivatives, interest expense, interest income and current income taxes). Adjusted EBITDA is a useful financial and operating metric for the Company, and our board of directors, and represents a measure of our operating performance to value our Company relative to our peers. The reasons for excluding each item are as follows:

Stock-based compensation expense : These costs represent non-cash expenses for equity-settled stock-based compensation awards and non-operating expenses for cash-settled stock-based compensation awards. These amounts are recorded to operating expenses and represent a different class of expense than those included in Adjusted EBITDA.

Amortization : As a non-cash item, amortization is not indicative of our operating profitability and therefore represents a different class of expense than those included in Adjusted EBITDA.

Restructuring expenses: Restructuring expenses represent costs attributable to employee severance resulting from changes in our management and organizational structure. These costs are not indicative of continuing operations and therefore represent a different class of expense than those included in Adjusted EBITDA.

Interest expense and income : Interest expense or income reflects our debt and equity mix, interest rates, investment strategy and borrowing position from time-to-time. Accordingly, interest expense or income reflects our treasury and financing activities and therefore represents a different class of expense or income than those included in Adjusted EBITDA.

Net foreign exchange gain or loss : As non-cash items, unrealized net foreign exchange gains or losses are not indicative of our operating profitability. Realized net foreign exchange gains or losses reflect our treasury and financing activities and represents a different class of income or expense than those included in Adjusted EBITDA.

Gain or loss on fair value of derivatives : As a non-cash item, gains or losses resulting from the fair value of derivatives are not indicative of our operating profitability. Gains or losses from the fair value of derivatives reflect our treasury activities and represents a different class of income or expense than those included in Adjusted EBITDA.

Income taxes: Income taxes are a function of tax laws and rates and are affected by matters that are separate from our daily operations. Income taxes are not indicative of our operating profitability and represents a different class of expense or recovery than those included in Adjusted EBITDA.

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

The reconciling items between Adjusted EBITDA and net income or loss are detailed in the unaudited interim condensed consolidated statements of operations and comprehensive income or loss for the three and six months ended March 31, 2024 and 2023. The reconciling items between net income or loss and Adjusted EBITDA for the three and six months ended March 31, 2024 and 2023 were as follows:

		Three months ended	March 31	Six months ended	March 31
		2024	2023	2024	2023
Net income (loss)	$	2,073$	(2,580)$	(1,525)$	(7,199)
Stock-based compensation expense		358	325	1,176	793
Amortization		804	996	1,643	2,041
Restructuring expenses		-	325	-	1,674
Interest expense		95	79	167	131
Interest income		(428)	(165)	(790)	(276)
Net foreign exchange (gain) loss		(2,116)	111	(171)	1,111
Loss (gain) on fair value of derivatives		122	(281)	(50)	(268)
Incometax recovery		(198)	(491)	(810)	(2,629)
Adjusted EBITDA	$	710$	(1,681) $	(360) $	(4,622)

Management calculates Adjusted EBITDA as follows:

		Three months ended	March 31	Six months ended	March 31
		2024	2023	2024	2023
Revenues	$	42,168$	37,610$	77,613$	75,775
Less: Transaction costs		30,639	27,680	56,409	56,054
Less: Operating expenses		11,177	11,936	22,740	25,136
Add: Stock-based compensationexpense		358	325	1,176	793
Adjusted EBITDA	$	710$	(1,681) $	(360) $	(4,622)

Adjusted EBITDA by reportable segment was as follows:

		Three months ended	March 31	Six months ended	March 31
		2024	2023	2024	2023
U.S. Appraisal	$	4,406$	3,140$	7,082$	5,455
U.S. Title		(1,652)	(2,285)	(3,271)	(5,183)
Canada		891	964	1,596	1,829
Corporate (excluding stock-based compensationexpense)		(2,935)	(3,500)	(5,767)	(6,723)
Consolidated Adjusted EBITDA	$	710$	(1,681) $	(360) $	(4,622)

Adjusted EBITDA margin (expressed as Adjusted EBITDA divided by Net Revenue) by reportable segment and consolidated was as follows:

	Three months ended March 31	Three months ended March 31	Six months ended March 31	Six months ended March 31
	2024	2023	2024	2023
U.S. Appraisal	47.9%	40.6%	42.5%	35.5%
U.S. Title	-184.8%	-279.3%	-176.0%	-316.4%
Canada	62.3%	69.8%	59.7%	67.0%
Consolidated Adjusted EBITDA margin (including Corporate, but
excluding stock-based compensationexpense)	6.2%	-16.9%	-1.7%	-23.4%

Net Revenue

All references to “Net Revenue” in this MD&A are to Adjusted EBITDA plus operating expenses less stock-based compensation expense. Net Revenue is an additional measure of our operating profitability and therefore excludes certain items detailed below. Net Revenue represents the difference between revenues and transaction costs. Transaction costs represent expenses directly attributable to a revenue transaction and include: appraisal costs, various processing fees, credit card fees, connectivity fees, insurance inspection costs, closing agent costs, external abstractor costs and external quality review costs. Net Revenue is a useful financial and operating metric for us and our board of directors to assess our operating performance and serves to measure our Company relative to our peers.

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

The reconciling items between net income or loss and Net Revenue for the three and six months ended March 31, 2024 and 2023 are detailed in the unaudited interim condensed consolidated statements of operations and comprehensive income or loss and were as follows:

		Three months ended	March 31	Six months ended	March 31
		2024	2023	2024	2023
Net income (loss)	$	2,073$	(2,580)$	(1,525)$	(7,199)
Operating expenses		11,177	11,936	22,740	25,136
Amortization		804	996	1,643	2,041
Restructuring expenses		-	325	-	1,674
Interest expense		95	79	167	131
Interest income		(428)	(165)	(790)	(276)
Net foreign exchange (gain) loss		(2,116)	111	(171)	1,111
Loss (gain) on fair value of derivatives		122	(281)	(50)	(268)
Incometax recovery		(198)	(491)	(810)	(2,629)
Net Revenue	$	11,529$	9,930$	21,204$	19,721

Management calculates Net Revenue as follows:

		Three months ended	March 31	Six months ended	March 31
		2024	2023	2024	2023
Revenues	$	42,168$	37,610$	77,613$	75,775
Less:Transactioncosts		30,639	27,680	56,409	56,054
Net Revenue	$	11,529$	9,930$	21,204$	19,721

Net Revenue by reportable segment was as follows:

		Three months ended	March 31	Six months ended	March 31
		2024	2023	2024	2023
U.S. Appraisal	$	9,205$	7,730$	16,674$	15,354
U.S. Title		894	818	1,858	1,638
Canada		1,430	1,382	2,672	2,729
Consolidated Net Revenue	$	11,529$	9,930$	21,204$	19,721

Net Revenue margin (expressed as Net Revenue divided by Revenues) by reportable segment and consolidated was as follows:

follows:
	Three months ended March 31		Six months ended March 31
	2024	2023	2024	2023
U.S. Appraisal	28.3%	27.6%	28.1%	27.3%
U.S. Title	44.0%	36.8%	45.7%	35.7%
Canada	18.9%	18.7%	18.8%	18.3%
ConsolidatedNet Revenuemargin	27.3%	26.4%	27.3%	26.0%

Adjusted Net Income or Loss

All references to “Adjusted Net Income or Loss” in this MD&A are to net income or loss before stock-based compensation expense, amortization of intangibles, restructuring expenses, net foreign exchange gain or loss, and gain or loss on fair value of derivatives, each net of the related tax effects, as applicable. Adjusted Net Income or Loss is a term that does not have a standardized meaning prescribed by IFRS and is unlikely to be comparable to similar measures used by other entities. Adjusted Net Income or Loss is a measure of our operating profitability and, by definition, excludes certain items detailed above. These items are viewed by us as either non-cash (in the case of equity-settled stock-based compensation expense, amortization of intangibles, unrealized net foreign exchange gain or loss and unrealized gain or loss on fair value of derivatives) or non-operating (in the case of cash-settled stock-based compensation expense, restructuring expenses, realized net foreign exchange gain or loss and realized gain or loss on fair value of derivatives). Adjusted Net Income or Loss is a useful financial and operating metric for the Company, and our board of directors, as it represents net income or loss from operations which excludes treasury and capital costs, acquisition and related costs, non-operating costs, and restructuring expenses.

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

The reconciling items between net income or loss and Adjusted Net Income or Loss for the three and six months ended March 31, 2024 and 2023 were as follows:

		Three months ended	March 31	Six months ended	March 31
		2024	2023	2024	2023
Net income (loss)	$	2,073$	(2,580)$	(1,525)$	(7,199)
Stock-based compensation expense		358	325	1,176	793
Amortization of intangibles		412	365	810	722
Restructuring expenses		-	325	-	1,674
Net foreign exchange (gain) loss		(2,116)	111	(171)	1,111
Loss (gain) on fair value of derivatives		122	(281)	(50)	(268)
Relatedtaxeffects		422	(132)	(152)	(843)
Adjusted Net Income(Loss)	$	1,271$	(1,867) $	88$	(4,010)

Free Cash Flow and Free Cash Flow Conversion

All references to “Free Cash Flow” in this MD&A are to cash generated from operating activities, adjusted for changes in non-cash working capital items, intangible asset additions, property and equipment additions, income taxes paid, current income tax expense, restructuring expenses, interest expense net of interest paid and net foreign currency exchange gain or loss net of unrealized foreign currency exchange gain or loss on internal financing arrangements. Free Cash Flow is a term that does not have a standardized meaning prescribed by IFRS and is unlikely to be comparable to similar measures used by other entities. Free Cash Flow is a measure of our ability to generate cash from operating activities and represents a proxy for cash to cover costs, including but not limited to, interest expense, current income taxes, intangible asset additions and property and equipment additions, and by definition, excludes certain items detailed above. Excluded items are viewed by the Company as non-cash (in the case of net foreign currency exchange gain or loss net of unrealized foreign exchange gain or loss on internal financing arrangements), or non-operating (in the case of restructuring expenses). The Company excludes changes in non-cash working capital items from the calculation of Free Cash Flow, as changes in noncash working capital items are often temporary in nature and reflect the timing of cash receipts for trade and other receivables or payments made on account of trade payables or accrued liabilities. We further exclude differences attributable to the timing of cash tax and interest payments and have reduced Free Cash Flow by the expense recognized for each as recorded in our unaudited interim condensed consolidated statements of operations and comprehensive income or loss. Free Cash Flow is a useful financial and operating metric for the Company, and our board of directors, as it represents a proxy for our ability to generate cash that we can use for other purposes, including but not limited to, the purchase of shares under a Normal Course Issuer Bid and future acquisitions or investment.

All references to “Free Cash Flow Conversion” in this MD&A are to Free Cash Flow divided by Adjusted EBITDA. Free Cash Flow Conversion is a useful financial and operating metric for the Company, and our board of directors, as it represents a proxy for our ability to convert Adjusted EBITDA to Free Cash Flow.

		2024	2023	2024	2023
Cash (utilized in) generated from operating activities	$	(89)$	(2,826)$	2,439$	(3,256)
Less: changes in non-cash working capital items		(1,157)	(648)	2,653	5,713
Less: intangible asset additions		143	128	262	239
Less: property and equipment additions		4	83	6	236
Add: income taxes paid		227	213	475	2,713
Less: current income tax expense		264	267	478	407
Add: restructuring expenses		-	325	-	1,674
Add: net foreign currency exchange gain or loss net of
unrealized foreign exchange gain or loss on internal
financing arrangements		(252)	45	2	105
Free Cash Flow	$	632$	(2,073) $	(483) $	(5,359)

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

Management calculates Free Cash Flow as follows:

		Three months ended	March 31	Six months ended	March 31
		2024	2023	2024	2023
Adjusted EBITDA	$	710$	(1,681)$	(360)$	(4,622)
Less: interest expense		95	79	167	131
Add: interest income		428	165	790	276
Less: current income tax expense		264	267	478	407
Less: intangible asset additions		143	128	262	239
Less: property and equipmentadditions		4	83	6	236
Free Cash Flow	$	632$	(2,073) $	(483) $	(5,359)

Free Cash Flow Conversion is calculated as follows:

		Three months ended	March 31	Six months ended	March 31
		2024	2023	2024	2023
Free Cash Flow	$	632$	(2,073)$	(483)$	(5,359)
Divided by: Adjusted EBITDA	$	710$	(1,681)$	(360)$	(4,622)
Free Cash Flow Conversion		89.0%	123.3%	134.2%	115.9%

Adjusted EBITDA, Net Revenue, Adjusted Net Income or Loss, Free Cash Flow and Free Cash Flow Conversion should not be considered, in isolation, indicators of our financial performance, or as an alternative to, or a substitute for, net income or loss, cash from operating activities or other information presented in our financial statements.

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

SUMMARY OF QUARTERLY RESULTS

The following table sets out selected financial information and Non-GAAP measures as reported for each of the eight most recent quarters, the latest of which ended March 31, 2024. The financial information has been prepared on the same basis as the Company's audited consolidated financial statements, and all necessary adjustments have been included in the amounts stated below to present fairly the unaudited quarterly results when read in conjunction with the audited consolidated financial statements of the Company and the related notes to those statements.

Revenues U.S. Appraisal U.S. Title Canada Total revenues Net income (loss) Net income (loss) per weighted average share, basic and diluted Net Revenue(A) U.S. Appraisal U.S. Title Canada Total Net Revenue(A) Net Revenue(A)margin U.S. Appraisal U.S. Title Canada Net Revenue(A)margin Adjusted EBITDA(A) U.S. Appraisal U.S. Title Canada Corporate (excluding stock-based compensation) AdjustedEBITDA(A)	Q2 2024 Q1 2024 Q4 2023 Q32023 Q2 2023 Q1 2023 Q4 2022 Q32022
	$ 32,567$ 26,800 $ 31,160 $ 33,430 $ 27,996 $ 28,260 $ 43,908 $ 57,299 2,034 2,036 2,333 2,609 2,223 2,361 3,966 5,606 7,567 6,609 8,696 9,911 7,391 7,544 10,326 15,799
	$ 42,168 $ 35,445 $ 42,189 $ 45,950 $ 37,610 $ 38,165 $ 58,200 $ 78,704
	$ 2,073 $ (3,598) $ 1,622$ (619) $ (2,580) $ (4,619) $ (9,968) $ (1,424)
	$ 0.03 $ (0.05) $ 0.02$ (0.01) $ (0.04) $ (0.06) $ (0.14) $ (0.02)
	$ 9,205$ 7,469 $ 8,559 $ 9,204 $ 7,730 $ 7,624 $ 11,145 $ 12,923 894 964 1,051 1,178 818 820 1,749 3,317 1,430 1,242 1,556 1,746 1,382 1,347 1,473 1,904
	$ 11,529 $ 9,675 $ 11,166 $ 12,128 $ 9,930 $ 9,791$ 14,367 $ 18,144
	28.3% 27.9% 27.5% 27.5% 27.6% 27.0% 25.4% 22.6% 44.0% 47.3% 45.0% 45.2% 36.8% 34.7% 44.1% 59.2% 18.9% 18.8% 17.9% 17.6% 18.7% 17.9% 14.3% 12.1%
	27.3% 27.3% 26.5% 26.4% 26.4% 25.7% 24.7% 23.1%
	$ 4,406$ 2,676 $ 3,935 $ 4,788 $ 3,140 $ 2,315 $ 4,570 $ 6,077 (1,652) (1,619) (1,581) (1,574) (2,285) (2,898) (2,930) (3,421) 891 705 1,134 1,286 964 865 958 1,326 (2,935) (2,832) (2,894) (2,831) (3,500) (3,223) (3,710) (3,916)
	$ 710 $ (1,070) $ 594$ 1,669 $ (1,681) $ (2,941) $ (1,112) $ 66

Seasonality

Net income (loss)

Net income or loss generally follows the rise and fall in revenues. However, net income or loss is also impacted by changes in stock-based compensation expense, amortization, gains or losses on disposal of property and equipment, other nonoperating costs, restructuring expenses, interest expense, interest income, net foreign exchange gains or losses and net gains or losses on fair value of derivatives. Net income tax expense or recovery also impacts net income or loss.

Please see the “Review of Operations – For the three and six months ended March 31, 2024” section of this MD&A for a detailed discussion of the components comprising the change in net income (loss) between the second quarter of fiscal 2024 and the second quarter of fiscal 2023.

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Select Consolidated Statement of Financial Position (“Balance Sheet”) Information

		As at March 31As at September 30	As at March 31As at September 30
		2024	2023	Change
Trade and other receivables	$	13,608 $	15,295 $	(1,687)
Intangibles	$	3,455 $	4,004 $	(549)
Goodwill	$	43,181 $	43,181 $	-
Working capital position
- (current assets less current liabilities)	$	46,474 $	47,097 $	(623)

Trade and other receivables

The decline in trade and other receivables was due in large part to lower revenues for our U.S. Title and Canadian operations coupled with timing of collections and seasonality.

Intangibles

The decline in intangibles was due to normal course amortization recorded in our U.S. segments, partially offset by capitalized software development costs incurred to enhance our software platforms.

Working capital position

Our consolidated working capital position declined on a comparative basis to $46.5 million. The Company has no outstanding debt. Total current assets declined $0.7 million while total current liabilities were relatively unchanged. The decline in total current assets was due to lower trade and other receivables of $1.7 million and lower prepaid expenses of $1.0 million related to standard amortization, partially offset by an increase in cash and cash equivalents of $2.0 million.

Cash Flows

			Three months ended	March 31		Six months ended	March 31
		2024	2023	Change	2024	2023	Change
Cash flows (utilized in) generated from:
Operating activities	$	(89)$	(2,826) $	2,737$	2,439$	(3,256) $	5,695
Investing activities		5	(143)	148	35	(340)	375
Financing activities		(362)	(315)	(47)	(424)	(742)	318
Effect of foreign currency translation
oncashand cashequivalents		(284)	-	(284)	(17)	28	(45)
Net cash(outflow)inflow	$	(730) $	(3,284) $	2,554$	2,033$	(4,310) $	6,343

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

Changes incash flows (utilized in) generated from:	Changes incash flows (utilized in) generated from:
	Three months ended March 31, 2024 vs. Three months ended March 31, 2023	Six months ended March 31, 2024 vs. Six months ended March 31, 2023
Operating activities	↑ Cash utilized in operating activities was reduced by $2.8 million due in part to: • a $2.4 million increase in Adjusted EBITDA(A)as outlined in the “Review of Operations - For the three and six months ended March 31, 2024” section of this MD&A; • reduction of $0.3 million in restructuring expenses as no further restructuring activities were undertaken in Q2 2024; • an increase in interest income of $0.3 million • partially offset by a $0.5 million change in non-cash working capital items.	↑ Cash generated from operating activities increased by $5.7 million due in part to: • a $4.3 million increase in Adjusted EBITDA(A)as outlined in the “Review of Operations - For the three and six months ended March 31, 2024” section of this MD&A; • reduction of $1.7 million in restructuring expenses as no further restructuring activities were undertaken in the first half of fiscal 2024; • an increase in interest income of $0.5 million; • $2.2 million lower income taxes paid; • partially offset by a $3.1 million change in non-cash working capital items.
Investing activities	↑ Cash from investing activities increased by $0.1 million mainly due to higher payments received from subleased office space in Q2 2024.	↑ Cash from investing activities increased by $0.4 million due to higher payments received from subleased office space in the first half of 2024 coupled with lower investments in property and equipment.
Financing activities	↓ Cash utilized in financing activities was modestly higher due to no proceeds from the exercise ofstockoptionsinQ2 2024.	↑ Cash utilized in financing activities declined by $0.3 million mainly due to an increase in proceedsfrom the exercise ofstockoptions.

Contractual Obligations

Contractual Obligations
						March	31, 2024
				Payments due
			Less than 1
		Total	year	1-3 years	4-5 years	After5 years
Leases	$	3,983 $	1,506 $	1,689 $	762	$	26
Trade payables and accrued charges		12,811	12,811	-	-		-
Other liabilities		1,022	-	1,022	-		-
Total contractual obligations	$	17,816$	14,317$	2,711$	762	$	26

The Company expects that cash and cash equivalents and future operating cash flows will be sufficient to fund ongoing business requirements, including working capital and other contractual obligations.

Total return swaps

The Company entered into total return swaps to manage our cash flow exposure arising from changes in our share price attributable to cash-settled RSUs. Details of the total return swaps as at March 31, 2024 are as follows:

Total returnswaps
			Number of
			units
	Notional amount C$	Share price	(expressed in
Date entered	(expressedin millions)	C$	millions)	Effective date	Expirationdate
December 2022	$2.4	$4.21	0.6	December 2022	December 2025
November 2023	$2.0	$5.78	0.4	December 2023	December 2026

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

DISCLOSURE OF OUTSTANDING SHARE DATA

Numberofsharesissued and outstanding (in thousands)	March 31, 2024	May 6, 2024
Common shares	73,060	73,060
Restricted shares	(101)	(101)
Preferred shares	-	-
Total contributed equity	72,959	72,959

Stock options

At March 31, 2024, stock options issued and outstanding totaled 3.5 million (September 30, 2023 – 3.6 million) and 3.3 million (September 30, 2023 – 3.2 million) were exercisable for common shares of the Company.

RSUs

At March 31, 2024, RSUs issued and outstanding totaled 1.2 million (September 30, 2023 – 0.8 million) and 0.3 million (September 30, 2023 – 0.2 million) were vested but unsettled.

Dividends

The Company’s current policy is to not pay dividends.

FOREIGN CURRENCY EXCHANGE RATES

Although our functional currency is the Canadian dollar, we have elected to report our financial results in U.S. dollars to improve the comparability of our financial results with our peers. Reporting our results in U.S. dollars also reduces the impact foreign currency exchange fluctuations have on our reported amounts because our complement of assets and operations are larger in the U.S. than they are in Canada.

Our consolidated financial position and operating results have been translated to U.S. dollars applying FX rates outlined in the table below. FX rates are expressed as the amount of U.S. dollars required to purchase one Canadian dollar and represents the daily average rate published by the Bank of Canada.

				Fiscal 2024			Fiscal 2023
		Interim	Interim Condensed		Interim	Interim Condensed
		Condensed		Consolidated	Condensed		Consolidated
		Consolidated	Statement of Operations and		Consolidat-	Statement of Operations and
		Balance	Comprehensive Income or		ed Balance	Comprehensive Income or
		Sheet		loss	Sheet		loss
				Cumulative			Cumulative
		Current	Average	Average	Current	Average	Average
December 31	$	0.7561 $	0.7343 $	0.7343$	0.7383 $	0.7364 $	0.7364
March 31	$	0.7380 $	0.7414 $	0.7378$	0.7389 $	0.7398 $	0.7381

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

FX Impact on Consolidated Results

The following tables have been prepared to assist readers in assessing the FX impact on select operating results for the three and six months ended March 31, 2024.

				Three months ended March 31	Three months ended March 31
		2023	2024	2024	2024
					(current
					period
					amounts
					applying
					prior period
		(asreported)	(asreported)	(FX impact)	FX rate)
Interim Condensed Consolidated Statement of Operations
Revenues	$	37,610$	42,168 $	14 $	42,154
Transaction costs	$	27,680$	30,639 $	11 $	30,628
Operating expenses	$	11,936$	11,177 $	9 $	11,168
Net (loss) income	$	(2,580)$	2,073 $	(13) $	2,086
Net Revenue(A)	$	9,930$	11,529 $	3 $	11,526
Adjusted EBITDA(A)	$	(1,681)$	710 $	(4) $	714
Adjusted Net Loss(A)	$	(1,867)$	1,271 $	(6) $	1,277
				Six months ended March 31
		2023	2024	2024	2024
					(current year
					amounts
					applying
					prior year FX
		(asreported)	(asreported)	(FX impact)	rate)
Interim Condensed Consolidated Statement of Operations
Revenues	$	75,775$	77,613 $	(5) $	77,618
Transaction costs	$	56,054$	56,409 $	(4) $	56,413
Operating expenses	$	25,136$	22,740 $	(3) $	22,743
Net loss	$	(7,199)$	(1,525) $	2 $	(1,527)
Net Revenue(A)	$	19,721$	21,204 $	(1) $	21,205
Adjusted EBITDA(A)	$	(4,622)$	(360) $	2 $	(362)
Adjusted Net Loss(A)	$	(4,010)$	88 $	2 $	86

CRITICAL ACCOUNTING ESTIMATES

General

We use information from our financial statements, prepared in accordance with IFRS and expressed in U.S. dollars, to prepare our MD&A. Our financial statements include estimates and judgments that affect the reported amount of our assets, liabilities, revenues, expenses and, where and as applicable, disclosures of contingent assets and liabilities. On a periodic basis, we evaluate our estimates, including those that require a significant level of judgment or are otherwise subject to an inherent degree of uncertainty. Areas that are subject to judgment and estimate include revenue recognition, impairment of goodwill and non-financial assets, the determination of fair values in connection with business combinations, the determination of fair value for derivatives and financial instruments, lease terms, estimation of incremental borrowing rates to determine the carrying amount of right-of-use assets and lease liabilities and the likelihood of realizing deferred income tax assets. Estimates and judgments are based on our historical experience, our observation of trends, and information, valuations and other assumptions that we believe are reasonable when making an estimate of an asset or liability’s fair value. Due to the inherent complexity, judgment and uncertainty in estimating fair value, actual amounts could differ significantly from these estimates.

Areas requiring the most significant estimate and judgment are outlined below.

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

Revenue recognition

The satisfaction of performance obligations requires us to make judgments when control of the underlying good or service transfers to the customer. Determining when a performance obligation is satisfied affects the timing of revenue recognition. We consider indicators of the transfer of control, including when the customer is obligated to pay and whether the transfer of significant risks and rewards has occurred, which represents the time when the customer has acquired the ability to direct and use the good or service and obtained substantially all of the benefits.

We use judgment in our assessment of whether we are acting as an agent or principal to a transaction. When we are not primarily responsible for fulfilling the obligation to provide a specified good or service and do not have discretion to establish price, we are acting as an agent to the transaction. We are acting as a principal when we control the deliverables prior to delivery to the customer and establish pricing.

Goodwill

Goodwill is not amortized and is tested annually for impairment or more frequently if an event or circumstance occurs that more likely than not reduces the fair value of a cash generating unit (“CGU”), or group of CGUs, below its carrying amount. Examples of such events or circumstances include: a significant adverse change in the technological, market, economic or legal environment in which an entity operates; changes in market interest rates or other market rates of return on investments that are likely to affect the discount rate used in calculating an assets value in use; the carrying amount of an entities’ net assets is more than its market capitalization; evidence of physical damage to the asset or obsolescence is present; significant changes to an asset’s expected use; or, performance expectations for the asset are worse than expected. Goodwill is not tested for impairment when the assets and liabilities that make up the CGU unit have not changed significantly since the most recent fair value determination, the most recent fair value determination results in an amount that exceeded the carrying amount by a substantial margin, and based on an analysis of events that have occurred and circumstances that have changed since the most recent fair value determination, the likelihood that a current fair value determination would be less than the current carrying amount of the CGU is remote. The amount of goodwill assigned to each CGU and methodology employed to make such assignments has been applied on a consistent basis. For the purpose of testing goodwill for impairment, our CGUs align with our operating segments since this is consistent with the level at which goodwill is monitored.

The carrying value of a CGU or group of CGUs is compared to its recoverable amount, where the recoverable amount is the higher of fair value less cost to sell and its value in use. The value in use for a CGU or group of CGUs is determined by discounting cash flow projections from financial forecasts prepared by management. Projections reflect past experience and future expectations of operating performance and we apply perpetuity growth rates to cash flows in the terminal year. None of the perpetuity growth rates exceed the long-term historical growth rates for the markets in which we operate. The discount rate applied to the cash flow projections are derived from the weighted average cost of capital of comparable publicly traded companies. To determine fair value, for the purpose of estimating fair value less cost to sell, we apply various trading multiples of comparable public companies and merger and acquisition transactions for like or similar businesses to our last twelve months performance, and expected performance in the subsequent year, for our U.S. Appraisal segment.

We monitor both economic and financial conditions and we re-perform our goodwill test for impairment as conditions dictate.

Business combinations

Applying the acquisition method to business combinations requires us to measure each identifiable asset and liability at fair value. The excess, if any, of the fair value of consideration over the fair value of the net identifiable assets acquired is recorded to goodwill. The purchase price allocation involves judgment to identify the intangible assets acquired and establish fair value estimates for the assets acquired and liabilities assumed, including pre-acquisition contingencies and contingent consideration. Changes in any assumption or estimate used to identify the intangible assets acquired, or to determine the fair value of acquired assets and liabilities assumed, including pre-acquisition contingencies or contingent consideration, could affect the amounts assigned to assets, liabilities and goodwill in the purchase price allocation.

We make estimates, assumptions and judgments when valuing goodwill and intangible assets in connection with the initial purchase price allocation of an acquired entity, and our continuing evaluation of the recoverability of goodwill and intangible assets. These estimates are based on several factors, including historical experience, market conditions, information gained on our review of the target entities’ operations and information obtained from management of the acquired companies. Critical estimates in valuing certain intangible assets include, but are not limited to, historical and projected attrition rates, discount rates, anticipated revenue growth from acquired customers, acquired technology and the expected use of the acquired assets. These factors are also considered in determining the useful life of intangible assets

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

acquired. The amounts and useful lives assigned to identified intangible assets also impacts the amount and timing of future amortization expense.

Unanticipated events and circumstances may affect the accuracy or validity of such assumptions, estimates and our actual results.

Leases

Lease terms represent the contractual non-cancellable period for a lease, plus all periods covered by an option to renew or terminate the lease if we are reasonably certain to exercise, or not exercise this option, respectively. We apply judgment in our assessment of all factors that create an economic incentive to exercise extension options, or to not exercise termination options, available in our lease arrangements. We review our initial assessment if a significant event or change in circumstances occurs that affects our initial assessment and is within our control.

To determine the carrying amount of right-of-use assets, lease liabilities and net investment in sublease, we estimate the incremental borrowing rate specific to each leased asset or portfolio of leased assets if the interest rate implicit in the lease is not readily determinable. We determine the incremental borrowing rate attributable to each leased asset, or portfolio of leased assets, by assessing our creditworthiness, the security, term and value of the underlying leased asset and the economic environment in which the leased asset operates. The incremental borrowing rate is subject to change mainly due to macroeconomic changes.

Income taxes

Deferred income tax is recognized applying the liability method, which recognizes the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their equivalent tax amounts. Deferred income tax is not recognized on the initial recording of assets or liabilities for financial reporting purposes that is not a business combination and that affects neither accounting income nor taxable income or loss. Deferred income tax assets and liabilities are measured applying tax rates expected to be in effect when the temporary differences reverse, applying tax rates that have been enacted or substantively enacted at the reporting date.

Significant changes to enacted tax rates or laws, or estimates of timing differences and their reversal, could result in a material adverse or positive impact to our financial condition and operating performance. In addition, changes in regulation or insufficient taxable income could impact our ability to utilize tax loss carryforwards, which could impact deferred income tax assets and deferred income tax expense or recovery.

The recognition of deferred tax assets attributable to unutilized loss carryforwards is supported by our historical and expected future ability to generate income subject to tax and our ability to implement tax planning measures along with other substantive evidence. However, should we be unable to continue generating income subject to tax, deferred tax assets attributable to unutilized loss carryforwards may not be available to us prior to their expiry in Canada. We have historically used, and will continue to use, every effort to limit the use of discretionary tax deductions to maximize our use of loss carryforwards in Canada prior to their expiry. Unutilized loss carryforwards in the U.S. arising after December 31, 2017 can be carried forward indefinitely; however, the deduction of unutilized loss carryforwards in a given tax year is limited to 80% of an entity’s taxable earnings in that year. Should we not be able to realize our deferred tax assets attributable to loss carryforwards, we would record deferred income tax expense in the period that we determine the likelihood of realizing these losses was less likely than not. Our maximum exposure is equal to the carrying amount of the deferred tax asset attributable to loss carryforwards, $10.3 million at March 31, 2024. Accordingly, due to our historical ability to generate income subject to tax, our expectations to generate income subject to the tax in the future and available tax planning measures, we view the risk of not realizing these deferred tax assets as low.

Other

Other estimates include, but are not limited to, the following: identification of CGUs, impairment assessments for nonfinancial assets, inputs to the Black-Scholes-Merton option pricing model used to value stock-based compensation, estimates of property and equipment’s useful life, assessing provisions, estimating the likelihood of collection to determine our allowance for doubtful accounts, the fair value of derivatives and financial instruments, control assessment of subsidiaries, contingencies related to litigation and contingent acquisition payables, claims and assessments and various economic assumptions used in the development of fair value estimates, including, but not limited to, interest and inflation rates and a variety of option pricing model estimates.

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

New Accounting Policies Adopted or Requiring Adoption

Classification of Liabilities as Current or Non-Current

In January 2020, the IASB issued “Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)” which provided a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendment clarified that the classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting period. Only rights to defer settlement by at least twelve months, which are in place at the end of the reporting period affect the classification of a liability. Classification is unaffected by an entities’ expectation to exercise its right to defer settlement of a liability.

In October 2022, the IASB issued “Non-current liabilities with covenants (amendments to IAS 1)” which clarified that only covenants that an entity is required to comply with as of the reporting date affect the classification of a liability as current or non-current. Entities are required to disclose that non-current liabilities with covenants could become repayable within twelve months from the reporting date.

These amendments are to be applied retrospectively and are effective for annual reporting periods beginning on or after January 1, 2024. We expect to apply these amendments to the classification of liabilities on October 1, 2024, and adopting this amendment is not expected to have a significant impact on our financial statements.

FINANCIAL INSTRUMENTS

Credit risk

Credit risk is defined as the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge its obligation. Our exposure to credit risk is limited principally to cash and cash equivalents, trade and other receivables and when and as applicable, total return swaps. In all instances, our risk management objective, whether of credit, liquidity, market, equity or otherwise, is to mitigate our risk exposures to a level consistent with our risk tolerance.

Cash and cash equivalents

Certain management are responsible for determining which financial institutions we bank and hold deposits with. We typically select financial institutions that we have a relationship with and those deemed by us to be of sufficient size, liquidity and stability. We review our exposure to credit risk from time-to-time or as conditions indicate that our exposure to credit risk has or is subject to change. Our maximum exposure to credit risk is equal to the fair value of cash and cash equivalents recorded on our unaudited interim condensed consolidated statements of financial position as at March 31, 2024, $44.4 million (September 30, 2023 - $42.3 million). We hold no collateral or other credit enhancements as security over our cash or cash equivalent balances, we deem the credit quality of our cash and cash equivalent balances to be high and no amounts are impaired.

Trade and other receivables

In the normal course of business, our trade and other receivables balance is subject to credit risk. Our maximum exposure to credit risk is the fair value of trade and other receivables recorded on our unaudited interim condensed consolidated statements of financial position as at March 31, 2024, $13.6 million (September 30, 2023 - $15.3 million). We regularly perform credit checks or may accept payment or security in advance to limit our exposure to credit risk. Our client base is sufficiently diverse, consisting of banks and mortgage lending institutions that are generally of sufficient size and capitalization, to mitigate a portion of any credit risk exposure we may be subject to. We have also assigned various employees to carry out collection efforts in a manner consistent with our trade receivable and credit and collections policies. These policies establish procedures to manage, monitor, control, investigate, record and improve trade receivable credit and collection. We also have policies and procedures which establish estimates for doubtful account allowances. These calculations are based on an expected credit loss (“ECL”) model which considers expected losses that result from all possible default events over the expected life of our trade and other receivable balances and include factors such as past events, current conditions and forecasts of future economic conditions. We conduct specific account balance reviews, where practical, and consideration is given to the credit quality of the client, payment history and other factors specific to the client, including bankruptcy or insolvency.

Trade and other receivables determined by management to be at risk of collection are provided for through an allowance account. When trade or other receivables are considered uncollectable, they are written-off against this account. Subsequent recoveries of amounts previously written-off are credited against the allowance account and subsequently recorded to operating expenses in our unaudited interim condensed consolidated statements of operations and comprehensive income or loss. We have elected to measure loss allowances for trade and other receivables at an amount

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

equal to estimated lifetime ECLs using a provision matrix based on historical credit loss experience adjusted for estimated changes in credit risk and forecasts of future economic conditions.

Trade and other receivables are generally due within 15 to 45 days from the invoice date. Accordingly, all amounts outstanding beyond these periods are past due. Based on historical collections, the majority of receivables collected have not been outstanding for greater than 90 days. We assess the credit quality of trade and other receivables that are neither past due nor impaired as high. Our maximum exposure to credit risk is equivalent to our net carrying amount. Trade and other receivables considered impaired at March 31, 2024 were not considered significant.

Total return swaps

Our maximum exposure to credit risk, when and as applicable, is equal to the estimated fair value of total return swaps recorded to other assets on our unaudited interim condensed consolidated statements of financial position. We hold no collateral or other credit enhancements as security over these agreements. We deem the agreements’ credit quality to be high due to our assessment of the counterparty to this agreement and no amounts are either past due or impaired.

Liquidity risk

Liquidity risk is the risk that we will encounter difficulty in meeting our obligations to settle our financial liabilities. Our exposure to liquidity risk is due primarily to the settlement of trade payables and lease liabilities. Certain management are responsible to ensure that we have sufficient short, medium and long-term liquidity to address these liabilities as they become due. We manage liquidity risk on a continuous basis by monitoring actual and forecasted cash flows and monitoring our available liquidity.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk is comprised of currency, interest rate, equity and other price risk.

Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in FX rates. Our exposure to currency risk is attributable to the exchange of U.S. monies to the Canadian dollar or vice versa. We may enter into FX agreements to mitigate our exposure to currency risk; however, as of the date of this MD&A, we are not a party to any FX agreements. Accordingly, we are exposed to currency risk in U.S. dollars charged to our U.S. operations in the form of management fees, royalties and interest on long-term financings. To mitigate this risk, management uses discretion, and actively reviews its use of FX agreements.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Interest rate risk arises from our interest-bearing financial assets and liabilities. We are subject to interest rate risk on investments we make in cash equivalent, short-term investments.

We are exposed to equity price risk related to certain share-based compensation plans that are accounted for as liabilities. We have entered into total return swap agreements with terms to match the vesting period of the corresponding awards to reduce this exposure.

Our risk management objective is to mitigate risk exposures to a level consistent with our risk tolerance. Derivative financial instruments are evaluated against the exposures they are expected to mitigate and the selection of a derivative financial instrument may not increase our net exposure to risk. Derivative financial instruments may expose us to other types of risk, which may include, but is not limited to, credit risk. The exposure to other types of risk is evaluated against the selected derivative financial instrument and is subject to a cost versus benefit review and analysis. We do not use derivative financial instruments for speculative or trading purposes and the value of the derivative financial instrument cannot exceed the risk exposure of the underlying asset, liability or cash flow it is expected to mitigate.

Fair value methods and assumptions

The fair values of financial instruments, and when applicable, contingent consideration, are calculated using available market information and commonly accepted valuation methods, or expectations of achievement in the case of contingent consideration discounted at a market rate of interest. Considerable judgment is required to develop these estimates. Accordingly, fair value estimates are not necessarily indicative of the amounts we, or counterparties to the instruments, could realize in a current market exchange, or expect to pay, in the case of contingent consideration. The use of different assumptions and or estimation methods could have a material impact on these fair values.

The total return swaps are recorded at their estimated fair value based on quotes received from the financial institution that is the counterparty to the agreements. We verify the reasonableness of the quotes by comparing them to share price

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

movement adjusted for interest using a market rate of interest specific to the terms of the underlying contract. As at March 31, 2024 there were two total return swaps outstanding. Accordingly, the risk of having a material impact on the determination of fair value using different assumptions and or estimation methods is expected to be unlikely.

Financial assets and liabilities recorded at fair value, as and where applicable, are recorded to our unaudited interim condensed consolidated statements of financial position.

CONTINGENCIES

From time to time, we are involved in legal proceedings, claims and litigation in the ordinary course of business with customers, former employees and other parties. Although it is not possible to determine the outcome of such matters, based on all currently available information, we believe that our liabilities, if any, arising from such matters will not have a material adverse effect on our unaudited interim condensed consolidated financial position or results of operations and have been adequately provided for in the unaudited interim condensed consolidated financial statements.

In the ordinary course of business, we are subject to tax audits from various government agencies relating to income and commodity taxes. As a result, from time to time, the tax authorities may disagree with the positions and conclusions we made in our tax filings, which could lead to assessments and reassessments. These assessments and reassessments may have a material adverse effect on our unaudited interim condensed consolidated financial position or results of operations.

Financial Information Controls and Procedures

Internal control over financial reporting

There have been no changes during the three months ended March 31, 2024 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This MD&A contains “forward-looking information” within the meaning of applicable Canadian securities laws. Words such as “aim”, “could”, “forecast”, “target”, “may”, “might”, “will”, “would”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “seek”, “believe”, “predict” and “likely”, and variations of such words and similar expressions are intended to identify such forward-looking information, although not all forward-looking information contains these identifying words.

The forward-looking information in this MD&A includes statements which reflect the current expectations of the Company’s management with respect to the Company’s business and the industry in which it operates and is based on management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that management believes appropriate and reasonable in the circumstances. The forward-looking information reflects management’s beliefs based on information currently available to management, including information obtained from third-party sources, and should not be read as a guarantee of the occurrence or timing of any future events, performance or results.

The forward-looking information in this MD&A includes, but is not limited to, statements related to:

our business prospects, goals and long-term strategy targets;
our expectations regarding certain of our future results and information, including, among others, Net Revenue[(A) ] and Adjusted EBITDA[(A)] margins for each of our segments, market share targets for our U.S. Appraisal and U.S. Title segments, corporate expenses (excluding stock-based compensation expense), conversion of Adjusted EBITDA[(A)] to Free Cash Flow[(A)] and the total addressable market;
the key factors that have a significant impact on our financial performance;
anticipated economic conditions, including the market activity for purchase, refinance, home equity, REO and default transactions;
the scalability of the platform;
the regulatory environment in which we operate;
our competitive position relative to our competitors;
anticipated industry and market trends, including the seasonality of our business and our expectations regarding appraisal waivers provided by the GSE’s and Veteran Affairs volumes;
the factors influencing the allocation of transaction volumes to us;
our expectation regarding legal proceedings, claims and litigation arising in the ordinary course of business; and
our intentions with respect to the implementation of new accounting standards.

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

In addition, our assessment of, and targets for, market share, Net Revenue[(A)] margins, Adjusted EBITDA[(A)] margins, corporate expenses (excluding stock-based compensation expense) and conversion of Adjusted EBITDA[(A)] to Free Cash Flow[(A)] are considered forward-looking information. See the “Overview’’ section of this MD&A for additional information regarding our strategies and market outlook in relation to these assessments.

The forward-looking information in this MD&A is subject to risks, uncertainties and other factors that are difficult to predict and that could cause actual results to differ materially from historical results or results anticipated by the forward-looking information. Factors which could cause results or events to differ from current expectations include, but are not limited to, the following, each of which are discussed in further detail in the “Risk Factors” section of our Annual Information Form for the year ended September 30, 2023, which is filed on SEDAR+ at www.sedarplus.ca:

Strategic Risks

changes in economic conditions resulting in fluctuations in demand for our services;
failing to grow market share in our U.S. Title business to anticipated levels;
failing to grow market share in our U.S. Appraisal business to anticipated levels;
risks associated with targeting large mortgage lenders, including longer sales cycles, pricing pressures, implementation complexities and concentration risk;
significant demands being placed on our management and infrastructure;
maintaining our competitive position in a competitive business environment;
inability to meet environmental, social and governance expectations of our various stakeholders;
damage to our reputation causing a loss of existing clients and/or difficulty attracting new clients;
inability to successfully identify, consummate or integrate future acquisitions;

Operational Risks

failing to adequately protect our technology Infrastructure;
issues with the platform;
failing to retain key employees or hire highly skilled personnel;
failing to maintain field professional engagement;
the occurrence of catastrophic events which are beyond our control;

Legal and Compliance Risks

regulatory risks applicable to us;
risks associated with legal and regulatory proceedings and claims;
risks associated with the potential reclassification of exempt employees and field professionals;
failing to adequately protect our intellectual property;
potential losses arising from field professional work product liability;
potential infringement of our services on the proprietary rights of others;
difficulty for shareholders to enforce judgments obtained against us;

Financial and Reporting Risks

the potential for significant fluctuations in the market price of our shares;
potential inability to raise additional capital in the future when needed, either on acceptable terms or at all;
failing to maintain effective internal controls, including the inherent limitations in all control systems;
potential tax law changes or adverse tax examinations;
inaccurate accounting estimates and judgments;
potential dilution to existing shareholders as a result of future share issuances;
ineffectiveness of our financial and operational risk management efforts;
our dependence on our subsidiaries for cash flows; and
changing accounting pronouncements and other financial reporting standards.

We caution that the above list of risk factors and uncertainties is not exhaustive and that additional risks and uncertainties may be discussed in documents filed with the applicable Canadian securities regulatory authorities from time to time. Other risks and uncertainties not presently known by us or that we presently believe are not material could also cause actual results or events to differ materially from those expressed in the forward-looking information. Readers are cautioned not to place undue reliance on the forward-looking information, which reflect our expectations only as of the date of this MD&A.

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

(tabular and graphical amounts are expressed in thousands of U.S. dollars and thousands of shares, excluding per share amounts, unless otherwise stated)

Except as required by law, we do not undertake to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

Glossary

Tier 1 means the top five U.S. banks by asset size as at June 30, 2022, as determined by U.S. Federal Reserve data, and the largest non-bank mortgage lender in the U.S. according to the Inside Mortgage Finance website: Top 100 Mortgage Lenders (first six months of calendar 2022).

Tier 2 means the top 30 mortgage lenders in the U.S. according to the Inside Mortgage Finance website: Top 100 Mortgage Lenders (first six months of calendar 2022), excluding Tier 1 mortgage lenders.

Tier 3 means the top 100 mortgage lenders in the U.S. according to the Inside Mortgage Finance website: Top 100 Mortgage Lenders (first six months of calendar 2022), excluding Tier 1 and Tier 2 mortgage lenders.

Tier 4 means all mortgage lenders in the U.S. not included in Tier 1, Tier 2 or Tier 3.

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Real Matters Inc. — Management Reports 2024

47425_rns_2024-05-07_1dd1e44b-c36b-428d-93af-7db58d9e108b.pdf

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

OVERVIEW

Our services

Appraisal services

Title services

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

Insurance inspection services

Our clients

Markets we service and their trends

U.S. Mortgage Origination Volumes by Calendar Year

Note

Our addressable market

Estimated Total Addressable Market spend by fiscal year

Seasonality and other trends

Long-term focus

Fiscal 2025 targets

Key assumptions:

Note

Important factors affecting our results from operations

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

FINANCIAL PERFORMANCE

Review of Operations - For the three and six months ended March 31, 2024

Consolidated

Consolidated Adjusted EBITDA[(A)] relative to mortgage market origination volumes*

Consolidated Revenues relative to mortgage market origination volumes*

Consolidated Net Income or Loss relative to mortgage market origination volumes*

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

Business Segment Analysis - Review of Operations - For the three and six months ended March 31, 2024

U.S. Appraisal

U.S. Title

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

Canada

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

Corporate and other items

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

NON-GAAP MEASURES

(A)

Adjusted EBITDA

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

Net Revenue

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

Adjusted Net Income or Loss

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

Free Cash Flow and Free Cash Flow Conversion

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

SUMMARY OF QUARTERLY RESULTS

Seasonality

Net income (loss)

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Select Consolidated Statement of Financial Position (“Balance Sheet”) Information

Trade and other receivables

Intangibles

Working capital position

Cash Flows

Contractual Obligations

Total return swaps

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

DISCLOSURE OF OUTSTANDING SHARE DATA

Stock options

RSUs

Dividends

FOREIGN CURRENCY EXCHANGE RATES

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

FX Impact on Consolidated Results

CRITICAL ACCOUNTING ESTIMATES

General

Real Matters Inc. – MD&A for the three and six months ended March 31, 2024 and 2023

Revenue recognition

Goodwill

Business combinations

Leases

Income taxes

Other

New Accounting Policies Adopted or Requiring Adoption

Classification of Liabilities as Current or Non-Current

FINANCIAL INSTRUMENTS

Credit risk

Real Matters Inc. Management Reports 2024