Good morning, and welcome to the RE/MAX Holdings Third Quarter 2022 Earnings Conference Call and Webcast. My name is Chris, and I will be facilitating the audio portion of today's call. At this time, I'd like to turn the call over to Andy Schulz, Senior Vice President, Investor Relations. Mr. Schulz?

Thank you, operator. Good morning, everyone, and welcome to RE/MAX Holdings' third quarter 2022 earnings conference call. Please visit the Investor Relations section of www.remaxholdings.com for all earnings-related materials, and to access the live webcast and the replay of the call today. If you are participating through the webcast, please note that you will need to advance the slides as we move through the presentation. Turning to Slide 2, our prepared remarks and the answers to your questions on today's call may contain forward-looking statements. Forward-looking statements include those related to agent count, franchise sales, financial measures and outlook, brand expansion, competition, technology, housing and mortgage market conditions, capital allocation, dividends, share repurchases, strategic and operational plans, and business models. Forward-looking statements represent management's current estimates, RE/MAX Holdings assumes no obligation to update any forward-looking statements in the future. Forward-looking statements address matters that are subject to risks and uncertainties that may cause actual results to differ materially from those projected in forward-looking statements. These are discussed in our third quarter 2022 financial results press release and other SEC filings. Also, we will refer to certain non-GAAP measures on today's call. Please see the definitions and reconciliations of non-GAAP measures contained in our most recent quarterly financial results press release, which is available on our website. Joining me on our call today are Steve Joyce, our Chief Executive Officer; Karri Callahan, our Chief Financial Officer; and the Presidents and CEOs of our brands, Nick Bailey and Ward Morrison. With that, I'd like to turn the call over to RE/MAX Holdings' CEO, Steve Joyce. Steve?

Thank you, Andy, and thanks to everyone for joining our call today. Looking at Slide 3, during the third quarter, we performed well in the face of increasingly difficult market conditions. Our results, once again, reflect the strength and resilience of our differentiated business model. Some of our notable quarterly highlights include RE/MAX Holdings' total revenue was $88.9 million, down only 2% compared to last year as our INTEGRA acquisition and growing mortgage business helped offset the impact from the softening housing market. We generated adjusted EBITDA of $31.5 million and our adjusted EBITDA margin was a robust 35.4%. Adjusted EPS was $0.56. We accelerated our stock buyback program and repurchased over 0.5 million shares during the quarter. Total RE/MAX agent growth grew by over 3,000 agents to 144,000 agents in total, a new record. As the Motto Mortgage presence continued to grow with an increase in the open office count during the quarter. Our Wemlo loan processing business increased as well. We are pleased with our third quarter results, particularly given current market conditions. During times like these, our 100% franchise model, unique in our space, is a key competitive advantage and serves us well. Recurring revenue from dues and fees based on agent count and open Motto offices accounted for almost 65% of our revenue excluding the marketing funds during the third quarter. Combined with an asset-light business, we have a relatively low-cost structure that allows for robust adjusted EBITDA margins and strong conversion to adjusted free cash flow. Since our IPO nine years ago, we have consistently converted between approximately 55% and 75% of our adjusted EBITDA to adjusted free cash flow. This enables us to generously return capital to shareholders, while also strategically reinvesting in our business. Since going public, we have paid out more than…

Thank you, Steve, and good morning, everyone. Moving to Slide 4, as it's typical for this time of year, September home sales declined 9.7% from August, according to the most recent RE/MAX National Housing Report. Across the 53 metro areas surveyed in the report, inventory climbed to two months' supply for the first time in about two years. During that period, quick sales kept the housing covered relatively bare. But now, with the supply of two months, there are a lot more options for homebuyers. The trend also suggests some progress toward more balance in the market. For a long time, six months of inventory was the standard for a balanced market that favored buyers and sellers evenly. Now, with the evolution of technology and various changes in home buying patterns, the new standard is becoming four months, and we're halfway there. Additional good news for homebuyers. September's median sales price of $400,000 was 6.1% lower than the year-high of $426,000 in June and 1.2% below August, though it was 6.7% above September of 2021. The Fed's move to cool inflation are clearly having an effect on the housing market. The historic pace and magnitude of the interest rate increases have created a reset and softening of the housing landscape as intended. We believe however that demand is still high based on generational factors. So in terms of annual sales, even a slower market will still stay in the historic range of results. After all, it's important to view things in context. At nearly 6.9 million sales of new and existing homes, 2021 was an uncommonly strong year. Without that context, the year-over-year comparisons can make the current housing climate seem more dire than it really is, and the fact is 2022 is shaping up to be a pretty good…

Thanks, Nick. Looking at Slide 7, Motto continued to grow during the quarter, opening more offices and selling additional franchises. Likewise, Wemlo's business expanded, posting its best quarter yet as measured by the number of loans processed. In an industry that has been hit particularly hard by rising interest rates, we are grateful to be in this position and talking to you today about our growth. That demonstrated ability to grow in virtually any kind of market is one of the many reasons we are bullish on our mortgage business and the broker channel in general. In fact, our mortgage brands continue to garner more attention and earn more accolades for their quality, and for Motto, the unique opportunity offered to entrepreneurs. For example, Franchise Business Review, which has ranked Motto Mortgage as a top 200 franchise for four years running, also named Motto as a top recession-proof franchise based on an assessment of Motto's potential to outlast the competition during trying economic times. Another publication, Black Enterprise, recently named Motto a top 25 franchise for Black entrepreneurs based on an analysis they completed using Franchise Business Review Data. This top 25 list highlights franchisors with the highest owner satisfaction survey scores among participating Black franchise owners. Also, Wemlo was just named the Service Partner of the Year by the National Association of Mortgage Brokers at its 2022 Recognition Awards. Wemlo was the only processing company recognized in the compliance processing category for quality of service and support of the mortgage broker channel. We believe the growth and success of our mortgage business is due to the unique and compelling value proposition each of our brands offer, and the fact that ancillary services like mortgage provide real estate entrepreneurs with opportunities for revenue and earnings diversification, something that is going to be increasingly important in the face of shifting housing market conditions. About 70% of Motto sales have been to real estate professionals, who are within close proximity to the real estate transactions, namely purchase originations, and that proximity is the key to success for many of our franchisees. Looking ahead, our future is very bright as we expect our mortgage business to continue to expand. However, in the near term, growth has been muted by the challenged housing market, and this will likely remain the case until rates settle out. Also, we are in the process of enhancing and increasing our sales force, we are not yet at full capacity and this too may impact our pace of sales as we finish out 2022 and start 2023. Consequently, our stated desire to sell 120 franchises next year no longer looks feasible. However, we expect to provide an update regarding our 2023 franchise sales expectations on our fourth quarter call, next February. With that, I'd like to turn the call over to Karri.

Thank you, Ward. Good morning, everyone. Moving to Slide 8. Third-quarter revenue declined approximately 2% to $88.9 million. Excluding the Marketing Funds, revenue was just over $66 million, also a decrease of approximately 2% when compared to the same period last year. This decrease was driven by negative 4.9% organic growth and adverse foreign currency movements of 0.5%, partially offset by 3.2% acquisitive growth. All acquisitive growth came from last year's INTEGRA acquisition, which we closed on July 21, and continued to perform well. Organic growth decreased primarily due to lower broker fee revenue and an increase in recruiting incentives, partially offset by Motto growth and increased events-related revenue. Rising interest rates have adversely impacted housing affordability and weakened housing demand, resulting in fewer transactions and by extension, lower broker fee revenue. Excluding broker fee and marketing fund revenue, our organic growth rate was flat. Looking at Slide 9, our Q3 SO&A expenses decreased 2.7% to $49.7 million. Third quarter 2022 selling, operating, and administrative expenses decreased primarily due to acquisition-related expenses, lower personnel costs excluding restructuring charges, and reduced headcount, partially offset by restructuring charges, increased travel and events expenses, and higher legal expenses. Between our restructuring charge in the third quarter and the acquisition of INTEGRA in last year's Q3, there's a lot to unpack when comparing the two quarters, but we are happy to answer any questions you might have. Looking ahead, we expect our Q4 SO&A expenses will decrease sequentially from the third quarter and be between $39 million and $42 million. Moving to Slide 10, before I get to our outlook, there are a couple of items I want to briefly mention. We accelerated our buyback activity during the third quarter, repurchasing just over 500,000 shares. Since the inception of our program in January, we…

Thanks, Karri. Looking at Slide 11, we believe change brings opportunity and the current economic climate is certainly defined by change. We have faced similar circumstances over the past five decades and performed well, and we believe we are positioned to do so again. With a scaled global business, unmatched brands, strong financials, and a proven track record of success, we think we are in an enviable position. Our strategic growth initiatives have us on our toes while others are on their heels. We look forward to finishing the year on a high note. With that, let's open it up for questions.

[Operator Instructions] Our first question is from Stephen Sheldon with William Blair. Your line is open.

First, just as we think about modeling adjusted EBITDA for 2023. I mean, I know it's still a little bit of ways out, but just can you walk through some of the moving pieces with any visibility you have, especially as we think about the drag from tech initiative, the profit trajectory of Motto? And then, just curious if your investment priorities changed at all here, where some of the cost savings from the discontinuation of booj could maybe flow through a little bit more next year? Or does it still seem like most of that will be reinvested I guess on other priorities?

Karri, why don't you start, then I'll chip in.

Sounds good. Good morning, Stephen. Yes. So, great question. Obviously, we'll have a lot more to say about 2023 when we get to the call in February. Obviously, some uncertainty as we think about just the macro and what that means for the top line. And as we think about the cost structure, as we said back on the call last quarter, we are expecting the announcements that we announced early in the third quarter to have about an $8 million annualized run rate benefit to EBITDA on a go-forward basis. Thinking about that as it relates to the spread is kind of ratable on a quarterly basis, but nothing has changed at all. We are very - we're thinking very opportunistically and aggressively given our franchise model and where we sit, and so are looking to continue to invest in that, reinvest those dollars back into the business. So that reinvestment will come, both in terms of additional personnel, primarily supporting the mortgage business, and then also in terms of some revenue relief as we announced some of the mergers, conversions, and acquisition initiatives, as well as the team's initiative, so we'll ramp that investment. It will be a little bit less of an investment in the first half of 2022 - of 2023, I'm sorry, and then that'll scale in the back half. And as we think about that - you specifically mentioned the Motto side, we still think it's a prime time to be investing in the mortgage business. It's contributing still to our organic growth. And so, we're kind of looking at that breakeven, pushing out maybe a little bit into early 2024 now.

And I think the wildcard for us that we're carefully watching as everybody else is, we believe the investments we're making will actually - will help us both on the agent acquisition side, through teams and through acquisitions, and then on the Motto side. And the only question that we've got to come to conclusion on as we budget and we plan for the year is how much of that is going to be offset by the conditions in the market.

Got it. That's all very helpful. Maybe just as a follow-up. On the - in the effort to attract larger teams, I think you got some pilot markets that maybe you rolled out in August. I guess, what early traction or conversations, pipeline have you seen there? And how long do you think it could take for those efforts to be rolled out more broadly and to have a more material impact and help maybe stabilize the agent growth in the U.S. market.

Nick, why don't you take that?

Sure. For both teams and conversions, they are early initiatives for us, but we're very pleased with both and we have success in both thus far. Teams just launched in August 1. So - though it's too early to give specific, we know that building a pipeline does take a little bit of time for both, but we can report thus far, success in both categories and we'll have more information as we round out, end of year.

The next question is from Anthony Paolone with JPMorgan. Your line is open.

My first question is, can you talk to any concessions you might be making right now for agents or franchisees as the markets deteriorated, and maybe contrast that with perhaps what you've done in the prior housing downturn? Just trying to understand as we look to 2023, if there is any headwinds we should expect there as you accommodate sort of a tougher market.

Yes. I'll ask Nick to answer this more fully. Where we are, putting either investment dollars or fee breaks in the acquisition of additional agents, not to say at this point. So - but Nick, why don't you talk a little bit about the activity we've got going on and where we think this might go and past performance.

Sure. We don't have any current incentives on an individual per-agent basis. So, as Steve mentioned, it's just investments in the initiatives that we have. So, unlike quarters in the past, where we have had initiatives or incentives, we don't have any right now and we don't anticipate any of those in the coming quarters.

Okay. And then just a follow-up I have is with regards to capital priorities. Can you talk about how you're thinking about buyback versus the dividend versus debt paydown?

Yes. So clearly, our primary capital allocation is always going to be to return to shareholders. So, we've been relatively aggressive this year on share repurchase. We've held the dividend to the point - if you look at our actual distribution of free cash flow, it's $50 million out of $54 million. So - and so that I think you can expect us to continue to evaluate the market to the extent we still see a significant dislocation between intrinsic value and price. We will continue to invest in the stock and we will continue to hold the dividend and look for opportunity to increase it over time. And so - then the other though is that with the dislocation in the environment, we actually think it's an opportunity potentially for opportunistic investment in the mortgage business, and potentially other acquisition targets depending on circumstance. So, you can expect us to continue to evaluate the opportunities we see available. And hopefully, we believe the environment could provide opportunity for us to look at some interesting other investment opportunities.

The next question is from Tommy McJoynt with KBW. Your line is open.

Thanks for taking my questions. I actually can't recall such a wide range of estimates from the industry on U.S. existing home sales looking forward. I mean from MBA and Freddie and MBA and Freddie and Nor have around 5 million, and Fannie has it below 4 million. You guys have a very wide representative national footprint. What's your house view on the industry existing home sales for next year?

Well, I'm completely confused. So, Nick, why don't you answer that?

Thanks, Steve. You're exactly right. It is pretty wide. And I think the challenge is everyone's doing a year-over-year comparison to a year that was a complete anomaly. And so, we have to reflect back, I would say, moreover, say, a 10-year period of time where we've averaged around 5 million sales, give or take, where I am very optimistic about especially the five to eight years ahead in this market is we still have a shortage of around 4 million to 4.5 million homes in the U.S. and we've got millennials at the ages of 25 to 42. At the prime of their purchasing, we've got Zs as big as the millennial population right behind them that are stepping into home buying. And so, I truly believe that in the years ahead, we've got tremendous demand and we still have a shortage of inventory. And it's somewhat similar in Canada, especially with their three-year immigration plan to bring double the number of folks into the country to help with labor that they have in the past few years. And so, I think when we step back and look at it, it's probably just a little bit more of our 50-year history in seven recessions and experience on this, to say, we think on these changes and it's not just a one-year comparison. And so, generationally, we are pretty optimistic on what's to hedge. We're going to have to bump through rates and economy and let things settle out. There will be some pressure on overall agent count just in the National - which our business model obviously shows strength in times like this. We're not totally immune to it, but it does show our strength in something that we'll leverage moving forward.

Got it. Thanks, Nick. And then also you touched on Canada there, can you remind us the various revenue and earnings contribution from Canada, specifically? And then your expectations for - it seems like Canada's slowdown is a bit more sharp than what we're seeing in the U.S.

Karri and Nick, why don't you chip in on that?

Sure. So, Canada continues to be a really bright spot for us. Our INTEGRA acquisition last year continues to outperform expectations. From a topline perspective, kind of looking high teens in terms of revenue contributions in terms of the Canadian operation. One thing that I think is important to realize, we've continued to see growth in terms of agent count growth in Canada. Those Canadian agents are still contributing about $0.80 on the dollar to our topline now since we have the vast majority of agents within our company-owned region umbrella. And so, Canada continues to be a very bright spot for us, and are continuing to leverage a lot of growth initiatives and opportunity, despite the strong market share that we have there.

And the only thing I'd add to Karri's comments there is, when you look at the total agent count, you have about 140,000 agents across Canada. We account for over 25,000 of those. So we're 17% to 18% of the total agent count with number one market share by a strong margin. And so that gives us a lot of strength to help continue to drive the growth across that country. When you compare in the U.S., 1.5 million realtors compared to our total numbers, we represent about 4%. So we think that that plays into the Canada's growth as well.

The next question is from John Campbell with Stephens. Your line is open.

So we've obviously seen and heard from a lot of folks in the channel just about the negative impact of lower end or I guess less productive agents from the total agent count but basically, a big step up in attrition from that lower end cohort. Clearly, you guys have some of the industry's most productive agents. So I'm thinking that's probably less of an issue for you guys. But I'm curious about any color you might provide there.

Yes. So I think, we have, for the most part, tremendously productive agents kind of at a 2:1 average margin. And so, there is clearly going to be - there's too many agents out there now, there's clearly going to be a drop off for the less productive agents because they're not going to be able to make a living doing it or even the incremental revenue to offset their cost. So we expect to see a lot of that drop-off. We may see a little of it, but we actually expect that to be offset in some part by all the other activities we're doing. And we actually also see it as somewhat of an opportunity as agents that are concerned about the brand they are with or the - their affiliations, and whether or not they could do better with a stronger brand. We see that somewhat as an opportunity. Nick, you want to add to that?

Yes. I think something that's important, we talk about conversions for example. When we look at the pipeline, this is a time when we're seeing people look for more competitive advantages in value. And I think the reality is, in the last couple of years, we've seen a lot of agents and a lot of new brokerages come to the industry, but they were somewhat artificially upheld by the strengths of the market. And so, now it's really putting pressure on what's the true value. And so, we're seeing the competitive landscape has cut, cut, cut everything. Where - historically, where we've been through these things before, the great recession, not a comparison to right now, but in comparison into how quickly the dynamics in the market change, and how we can respond and agents have been through it. Our average agents is around 15 years experienced, where the industry average is around eight. And so, when you have double the experience, you've seen some of the other sides of this. And so, this is where we really think that the brand and the RE/MAX agent shines, because they know how to control their costs and what to do to capture more buyers and sellers at a time when this is a brand-new market for some people that have only been licensed two years.

Okay. That makes sense. And this kind of dovetails into the next question. And it seems to run maybe a little bit contrary to what you said earlier, Nick. You mentioned that U.S. agents, you're expecting that to remain under pressure for the foreseeable future. I just wanted to dig back in on that comment. You guys have clearly ramped up the recruiting incentives. You made obviously a strategic focus to grow agents. Can you explain a little bit about why you don't think you'll be able to battle through the kind of ongoing market headwinds?

Why we will be able to?

Why you won't? It sounds like the comment you made earlier about expecting pressure on the U.S. agent count over the foreseeable future. I just to make sure I heard that correctly.

Yes. So to clarify that. When I look at just there's going to be overall pressure on total number of agents in the business. And so, even though we talk about how our years of experience, we rely on that, and that'll be something that will help, not only our brand, brokerage, business model, and our agents and brokerages go through a changing market. But we're not totally immune to it. I mean, we have agents that have joined brokerages or joined teams that have also been licensed just a couple of years. And so, there will be some pressure on some of our agents and we realize that. But when we look at, for example, what we're doing with teams and strategic initiatives, this is a time when you maybe have individual agents that now started struggling on their own and they may want to join a team. And so, you can see teams start to expand and pull people in within their team. And on the conversion side, the industry consultants that do the valuations for most brokerages throughout the U.S. and Canada, their words not mine, this is the biggest, largest number of valuation request that they've seen in their 40-year history. And so, that is part of the reason that we looked at the conversions and mergers, acquisitions opportunity. And our pipeline is extremely full on it because there are a lot of folks in high demand. And so, while there will be some pressure on some of our agents in some markets, we're hoping to make up for that with the opportunity and demand on acquiring companies, and recruiting 10, 20, 50, a 100 at a time versus one at a time.

The next question is from Ryan McKeveny with Zelman & Associates. Your line is open.

Good morning and nice job on the quarter. Ward, so on Motto, I wanted to ask. So it sounds like the new franchise sales targets might adjust, but if we just look at the trend in open Mottos, obviously it looks pretty compelling. I think it was 200 last quarter, 211 this quarter, 217 as of October, so a nice ramp there. I guess I'm curious, is the macro environment driving any acceleration in that timeline from kind of sale to open Motto offices? Or is that more just the natural progression of how they should kind of transition to open offices? Anything there would be helpful.

Yes. I think the biggest thing, recently, we have invested in some recruiting layers on in our particular sector, so we're trying to support our owners in finding their first qualified individuals that helps them get open. And so, we've already seen some increase in the speed of that. So we see the positive effect of that and may invest more in that particular area as we get past the first few that we've been able to speed up this particular process. So we think, there's opportunity there. Also the States, they come and go on the speed of their ability to get somebody licensed and we've seen that with the change in the industry, it looked a bit less busy, so they're able to look at some of our applicants quicker. So we view that as a potential upside well. So recruiting efforts and the licensing are improving, and we hope that continues to make open offices happen a little bit quicker.

That's great. Thank you.

I think, strangely enough, the conditions we think we've encountered now and next year actually are probably favorable to us in terms of growing that business.

That's great. And Karri, one follow-up or clarification. Just wanted to square a couple of comments. So you mentioned for 4Q SO&A, I think, $39 million to $42 million. And then on the comment about the kind of run rate EBITDA benefit of $8 million or seemingly $2 million a quarter, is that effectively saying kind of take the SO&A from 4Q and assume that drops down by $2 million a quarter going forward? Or is there kind of a different flow through to the EBITDA benefit of the cost saves? Any help you can provide there.

Sure. So, I think a couple of things to keep in mind. We're really looking at reinvesting that $2 million back into the business, right? So that's just going to ramp over the course of the year. So it's not necessarily going to come down, we're just reinvesting it back into the initiatives. The other thing to keep in mind, just with regards to seasonality. Let's keep in mind that our first quarter SO&A is just unseasonably high because of our annual agent conference. This year, be it the 50th anniversary, we're very excited and have a lot of things to celebrate. So wouldn't be surprised if that SO&A is even a little bit higher than it's been in the past, offset by additional revenue because of additional participation. So kind of Q1 - if you're looking at Q1, I think you're probably more of a consistent performance in '23 as '22, just because of some of that seasonality. And obviously, we'll have more to say in February as we get into our full 2023 outlook.

The next question is from Ronald Kamdem with Morgan Stanley. Your line is open.

A couple of quick ones. Just one, just going back to the question on competition in the industry, just hoping you could sort of contextualize what the competition for agents is today versus three, four, five years ago? Whether it's some of the recruiting fees or anything. Just trying to get a sense of how do we put that into context today. Thanks.

Yes. I think - and I'll ask, Nick to give a more full answer. I think, partly what we're seeing is, a lot of the incentives that are - that were going out to bring agents in and had some success. Our sense is that, that may be lessening somewhat. And so, our timing may be good in terms of our strategies to bring more agents in. And obviously, company by company, people are faring better or worse as their model dictates. Our model obviously allows us to be very stable in terms of our cash flow and our resources to invest. And so - so we believe, again, like Motto, the timing is probably good for us to push on these two initiatives that Nick is overseeing. And that, we'll see, over time, whether or not the relative weakness of the market drives that opportunity to be greater than we were even hoping. Nick, you want to add to that?

Yes. I would say that, I think the competitive landscape from a few years ago, we saw a really high number of models and companies come in that were transaction or very low-cost discount type of models. And when we see the market contract somewhat, there's only so much that the brokerage can give away if you will. And so, where we see agents and brokerages start to turn is relying more on productivity. Agents over the last couple of years, many of them, even several new to the business, were somewhat order takers. The business was just flying off the shelves in certain ways. And so, now it becomes more about how do I find a client, how do I get another closing versus how do I save $25 a month. And that's where our productivity shines through.

Great. And just going back to the - sort of the guidance reduction. I think we're really interested to see sort of what assumptions really changed on the macro side. I mean clearly, you guys have a view of - maybe internally of what home sales or home prices are going to do. Just sort of curious how those sort of pieces changed and moved, that led to maybe some of the guidance reductions. Thanks.

Karri?

Sure. So, when we look at the guidance reductions primarily, the impact was coming from the top line and is primarily macro-driven. So when we look at the adjustments that we made, the biggest contributor was broker fee. A little bit of headwind coming from our continuing franchise fees. And the other thing that's having an impact is just the strengthening dollar because of the increased contributions from Canada. And so, that's really the drivers that impacted the reduction that then kind of fell through to the bottom line.

Great. And then the last one, if I may. I'm just looking at the operating cash flows of $61 million year-to-date, which - just wondering if that's good? Obviously, things are slowing now a little bit, but is there anything sort of timing or anything related to that? Or is that sort of a good run rate number that we should be thinking about? Thanks.

Yes. There is nothing that is unusual, this quarter relief from the - consequence from a cash flow perspective. We looked at it a lot in terms of the strength of our business model, kind of the hallmark nature of the franchise model, and our ability to consistently convert our adjusted EBITDA into adjusted free cash flow. And that's been in the 60% to 70% range. Interest expense is having a little bit of an impact on us. And so, do expect that to maybe come down a little bit, over in the future, just as interest rates rise. But the strength of the business model, really shines in an environment like this and there is nothing else that's too unusual as it relates to our cash flow performance in the quarter.

The next question is from Jason Stewart with Jones Trading. Your line is open.

This is Matthew on for Jason. Could you talk a little bit about the restructuring and impairment charge, if you haven't already? And what we should expect there going forward?

Karri?

Sure. So the restructuring charge was directly tied to the announcements that we made in early July, and the shift in our technology strategy that resulted in a reduction in force. So that's a one-time event, approximately $7 million primarily, severance related. And then we had some asset write-offs as well. And so, that's a one-time event, don't expect that to recur in the future. And then that impairment that you see on the face of the income statement, that has to do with some things that we're doing with our corporate headquarters in terms of just trying to optimize our space. So again, that's a one-time event, we don't expect to see that happen again going forward.

Thanks. And then how much do transactions and lower transaction volumes affect the broker fees?

Karri?

Sure. Obviously, broker fee, we look at it in terms of a number of different contributions. Obviously, the number of transactions, home price, and then agent count are all factors. So it is a variable part of our business and the part that is most tied to the end market. So when the end market is under pressure, that's the line item that's going to be most impacted. And just - I think, just to keep in mind, our business model is fundamentally different, it is only 1% of the commissions. So obviously, we're more insulated than many others, but we're not immune to what's happening from the - in the macro from that perspective.

Our final question today is from Justin Ages with Berenberg Capital Markets. Your line is open.

Hi. Thanks for taking the question. I was hoping we could discuss the organic revenue comment. I believe you said it was flat without the decrease in broker fees. Can you just give us a little more detail on the - this aspect of it that are contributing it to be flat. I would have thought the decline in U.S. agents would have had a outsized impact, but is that being offset by kind of Canada, International and mortgage growth?

Karri?

Sure. You're exactly right, Justin. So, I think when we look at the business right now, we - despite the environment, we're optimistic, because we do have some differentiation and some diversification with the mortgage business. That was about 1 point of organic growth. Canada continued to grow, global continued to grow as you noted, and that really did offset some of the U.S. agent count. And then some of the investments that we're making, in particular, in the pilot stage as it relates to team, which we think are very prudent and opportunistic investments as we think about positioning ourselves for growth in the future.

That's very helpful. Thank you. And then next on capital allocation. I know you mentioned preference right now for buying back shares, given how attractive they are from a valuation standpoint. But is there more kind of focus on looking at buying some more of the independent regions given that their valuation might be a little depressed given the current housing market conditions?

Yes. So we're looking at that all the time. We think that's actually an excellent allocation of our capital as well. So that is sort of opportunistic obviously. And at any point in time, we're in dialog with remaining independent as to whether or not there is possibility for transaction. So don't be surprised if you see us do more of that within the next year or so.

We have no further questions at this time. I'll turn it over to the presenters for any closing remarks.

Thank you, operator, and thanks to everyone for joining our call today. That concludes the call. Have a great weekend.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.