EX-99.1 2 ex991.htm PRESS RELEASE DATED JULY 24, 2013 June 30, 2013 Press Release
Exhibit 99.1


REALOGY REPORTS FINANCIAL RESULTS
FOR SECOND QUARTER 2013
 
Strong Transaction Volume Growth and Reduced Corporate Debt Expense
Drive Company's Return to Positive Net Income

Company Expects 17% to 19% Year-over-Year Improvement in
Third Quarter Homesale Transaction Volume

MADISON, N.J. (July 24, 2013) - Realogy Holdings Corp. (NYSE: RLGY), a global leader in residential real estate franchising and provider of real estate brokerage, relocation, and title and settlement services, today reported financial results for the second quarter ended June 30, 2013, including the following:
Realogy's net revenue for second quarter 2013 was $1.53 billion, a 17% increase compared to the same period in 2012.
The Company's Adjusted EBITDA1 was $278 million in the second quarter, an increase of 27% year-over-year.
Net income attributable to the Company in the second quarter was $84 million, an improvement of $109 million compared to the second quarter of 2012. Net income includes $67 million of interest expense, $44 million of depreciation and amortization, $43 million of debt extinguishment charges and $26 million of compensation expense relating to the April 2013 issuance of common stock under the phantom value plan.
Basic earnings per share for the quarter was $0.58, or, excluding the loss on early extinguishment of debt and phantom value plan compensation expense, would have been $1.05.
The Company also retired $330 million of high cost debt and refinanced $492 million of 11.5% debt with $500 million of 3.375% debt, reducing its annual cash interest expense run rate to approximately $255 million per year.
"The material improvement in our second quarter financial results is largely attributable to the strength of our business model, the strong performance of management, a dramatically improved balance sheet with a corresponding material reduction in interest expense, and a housing market recovery that is showing resiliency," said Richard A. Smith, Realogy's chairman, chief executive officer and president.
The Company's combined transaction volume increased 21% during the second quarter of 2013 compared to the same period last year. The Realogy Franchise Group (RFG), our franchise segment, and NRT, the operator of our company-owned brokerage offices, reported closed homesale transaction side gains of 10% and 12%, respectively. Average homesale price improved 10% at RFG and 7% at NRT compared with the second quarter of 2012. NRT's average home price is generally twice the national average.
In our relocation business, while second quarter revenue was essentially flat, Cartus experienced a 19% increase in broker referrals and a 5% year-over-year increase in initiations compared with 2012. In our title and settlement services segment, Title Resource Group (TRG) experienced a 14% increase in purchase title and closing units compared to the second quarter of 2012 and a 30% increase in refinance title and closing units.
"Recently, there has been renewed focus on rising mortgage rates and what impact they will have on the housing market," continued Smith. "While rising rates have had an effect on refinancing volume, thus far we have seen no near-term impact on existing home sales. We view rising rates as a reflection of a healthier economy, and while mortgage rates may put near-term pressure on certain homebuyers, this needs to be viewed in the broader context of

1 See Table 7 for a reconciliation of Net Income/(Loss) to Adjusted EBITDA for the three months ended June 30, 2013 and 2012 and Table 9 for a definition of Adjusted EBITDA.


Realogy Reports Financial Results for Second Quarter 2013                        2

overall affordability, which remains at historically high levels. We believe the recovery is, and will continue to be, a long-term process."
"Looking ahead, we expect continued growth in transaction volume, with 17% to 19% increases in the third quarter compared to the third quarter of 2012," said Anthony E. Hull, Realogy's executive vice president, chief financial officer and treasurer. "On a combined basis, RFG and NRT transaction sides are anticipated to increase 9% to 10% and average sale price is expected to increase 8% to 9% year-over-year in the third quarter. This business growth trend will drive continued strength in our revenue and EBITDA results for the third quarter."
Balance Sheet Information as of June 30, 2013
The Company ended the quarter with a cash balance of $187 million, and $140 million of outstanding borrowings on its revolving credit facility under its senior secured credit agreement.
"We expect that our revolver will be fully repaid by the end of the third quarter, and we currently expect to end the quarter and the year with a significant cash balance," said Hull. "The availability of funds from operating cash flow and our revolver will give us flexibility to continue to materially reduce our borrowings over time. Having already reduced our indebtedness by $3.2 billion over the past year, our goal over the next several years is to reduce our overall leverage (Net Debt to Adjusted EBITDA) to three times or less."
A consolidated balance sheet is included as Table 2 of this press release.
Investor Conference Call
Today, July 24 at 8:30 a.m. (EDT), Realogy will hold a conference call via webcast to review its second quarter results. The call will be hosted by Richard A. Smith, chairman, chief executive officer and president, and Anthony E. Hull, executive vice president, chief financial officer and treasurer, and will conclude with an investor Q&A period with management.
Investors may access the conference call live via webcast at www.realogy.com under "Investors" or by dialing (888) 895-2010 (toll free); international participants should dial (706) 679-2250. Please dial in at least 5 to 10 minutes prior to start time. A webcast replay also will be available from July 24 through August 7.
In addition, Realogy expects to file its quarterly report Form 10-Q with the Securities and Exchange Commission on August 2, 2013.
About Realogy Holdings Corp.
Realogy Holdings Corp. (NYSE: RLGY) is a global leader in real estate franchising with company-owned real estate brokerage operations doing business under its franchise systems as well as relocation and title services. Realogy's brands and business units include Better Homes and Gardens® Real Estate, CENTURY 21®, Coldwell Banker®, Coldwell Banker Commercial®, The Corcoran Group®, ERA®, Sotheby's International Realty®, NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's franchise system members operate approximately 13,500 offices with 241,700 independent sales associates doing business in 103 countries around the world. Realogy is headquartered in Madison, N.J.
Forward-Looking Statements
Certain statements in this press release constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Realogy Holdings Corp. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words “believes”, “expects”, “anticipates”, “intends”, “projects”, “estimates” and “plans” and similar expressions or future or conditional verbs such as “will”, “should”, “would”, “may” and “could” are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements.



Realogy Reports Financial Results for Second Quarter 2013                        3

Various factors that could cause actual future results and other future events to differ materially from those estimated by management include, but are not limited to: adverse developments or the absence of sustained improvement in general business, economic and political conditions; adverse developments or the absence of improvement in the residential real estate markets including but not limited to the lack of sustained improvement in the number of home sales and/or stagnant or declining home prices, low levels of consumer confidence, the impact of slow economic growth or future recessions and related high levels of unemployment in the U.S. and abroad, continued low inventory levels, renewed high levels of foreclosures, seasonal fluctuations in the residential real estate brokerage business, and increasing mortgage rates and down payment requirements and/or constraints on the availability of mortgage financing; the Company's geographic and high-end market concentration, particularly with respect to its Company-owned brokerage operations; the Company's failure to enter into or renew franchise agreements or maintain its brands; risks relating to our substantial amount of outstanding debt and interest obligations; variable rate indebtedness which subjects the Company to interest rate risk; the Company's inability to access capital; any outbreak or escalation of hostilities on a national, regional or international basis; government regulation as well as legislative, tax or regulatory changes that would adversely impact the residential real estate market, including but not limited to potential reform of the financing of the U.S. housing and mortgage markets and/or the Internal Revenue Code; the Company's inability to realize benefits from future acquisitions; the Company's inability to sustain improvements in its operating efficiency; and the final resolution or outcomes with respect to Cendant's (our former parent) remaining contingent liabilities.
Consideration should be given to the areas of risk described above, as well as those risks set forth under the headings “Forward-Looking Statements” and “Risk Factors” in our filings with the Securities and Exchange Commission, including our Annual Reports on Form 10-K for the year ended December 31, 2012, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, and in our other filings made from time to time, in connection with considering any forward-looking statements that may be made by us and our businesses generally. Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless we are required to do so by law.
This release includes certain non-GAAP financial measures as defined under SEC rules. As required by SEC rules, important information regarding such measures is contained in the Tables attached to this release.
Investor Contacts:
 
Media Contact:
Alicia Swift
 
Mark Panus
(973) 407-4669
 
(973) 407-7215
alicia.swift@realogy.com
 
mark.panus@realogy.com
 
 
 
Jennifer Pepper
 
 
(973) 407-7487
 
 
jennifer.pepper@realogy.com
 
 



Realogy Reports Financial Results for Second Quarter 2013                        4



Table 1

REALOGY HOLDINGS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2013
 
2012
 
2013
 
2012
Revenues
 
 
 
 
 
 
 
Gross commission income
$
1,169

 
$
983

 
$
1,845

 
$
1,589

Service revenue
233

 
208

 
416

 
380

Franchise fees
91

 
76

 
148

 
130

Other
40

 
42

 
81

 
85

Net revenues
1,533

 
1,309

 
2,490

 
2,184

Expenses
 
 
 
 
 
 
 
Commission and other agent-related costs
800

 
662

 
1,254

 
1,064

Operating
353

 
325

 
680

 
643

Marketing
49

 
52

 
99

 
103

General and administrative
93

 
79

 
160

 
156

Former parent legacy costs (benefit), net
(2
)
 

 
(1
)
 
(3
)
Restructuring costs
4

 
2

 
4

 
5

Depreciation and amortization
44

 
44

 
86

 
89

Interest expense, net
67

 
176

 
156

 
346

Loss on the early extinguishment of debt
43

 

 
46

 
6

Other (income)/expense, net

 

 

 
1

Total expenses
1,451

 
1,340

 
2,484

 
2,410

Income (loss) before income taxes, equity in earnings and noncontrolling interests
82

 
(31
)
 
6

 
(226
)
Income tax expense
9

 
8

 
16

 
15

Equity in earnings of unconsolidated entities
(13
)
 
(15
)
 
(22
)
 
(25
)
Net income (loss)
86

 
(24
)
 
12

 
(216
)
Less: Net income attributable to noncontrolling interests
(2
)
 
(1
)
 
(3
)
 
(1
)
Net income (loss) attributable to Realogy Holdings
$
84

 
$
(25
)
 
$
9

 
$
(217
)
 
 
 
 
 
 
 
 
Earnings (loss) per share
 
 
 
 
 
 
 
Basic earnings (loss) per share:
$
0.58

 
$
(3.12
)
 
$
0.06

 
$
(27.07
)
Diluted earnings (loss) per share:
$
0.57

 
$
(3.12
)
 
$
0.06

 
$
(27.07
)
Weighted average common and common equivalent shares outstanding:
 
 
 
 
 
 
Basic:
145.4

 
8.0

 
145.2

 
8.0

Diluted:
146.6

 
8.0

 
146.4

 
8.0







Realogy Reports Financial Results for Second Quarter 2013                        5

Table 2

REALOGY HOLDINGS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
 
June 30,
2013
 
December 31, 2012
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
187

 
$
376

Trade receivables (net of allowance for doubtful accounts of $44 and $51)
134

 
122

Relocation receivables
406

 
324

Relocation properties held for sale
7

 
9

Deferred income taxes
52

 
54

Other current assets
93

 
93

Total current assets
879

 
978

Property and equipment, net
187

 
188

Goodwill
3,308

 
3,304

Trademarks
732

 
732

Franchise agreements, net
1,596

 
1,629

Other intangibles, net
382

 
399

Other non-current assets
215

 
215

Total assets
$
7,299

 
$
7,445

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
207

 
$
148

Securitization obligations
260

 
261

Due to former parent
67

 
69

Revolving credit facilities and current portion of long-term debt
161

 
110

Accrued expenses and other current liabilities
402

 
427

Total current liabilities
1,097

 
1,015

Long-term debt
3,995

 
4,256

Deferred income taxes
453

 
444

Other non-current liabilities
208

 
211

Total liabilities
5,753

 
5,926

Commitments and contingencies


 


Equity:
 
 
 
Realogy Holdings preferred stock: $.01 par value; 50,000,000 shares authorized, none issued and outstanding at June 30, 2013 and December 31, 2012.

 

Realogy Holdings common stock: $.01 par value; 400,000,000 shares authorized, 145,787,068 shares outstanding at June 30, 2013 and 145,369,453 shares outstanding at December 31, 2012.
1

 
1

Additional paid-in capital
5,613

 
5,591

Accumulated deficit
(4,036
)
 
(4,045
)
Accumulated other comprehensive loss
(34
)
 
(31
)
Total stockholders' equity
1,544

 
1,516

Noncontrolling interests
2

 
3

Total equity
1,546

 
1,519

Total liabilities and equity
$
7,299

 
$
7,445






Realogy Reports Financial Results for Second Quarter 2013                        6


Table 3

REALOGY HOLDINGS CORP.
2013 vs. 2012 KEY DRIVERS
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2013
 
2012
 
% Change
 
2013
 
2012
 
% Change
Real Estate Franchise Services (a)
 
 
 
 
 
 
 
 
 
 
 
Closed homesale sides (b)
302,420

 
273,771

 
10
%
 
512,200

 
471,229

 
9
%
Average homesale price
$
236,590

 
$
214,547

 
10
%
 
$
226,076

 
$
205,967

 
10
%
Average homesale broker commission rate
2.55
%
 
2.55
%
 

 
2.55
%
 
2.55
%
 

Net effective royalty rate
4.51
%
 
4.64
%
 
(13) bps

 
4.53
%
 
4.68
%
 
(15) bps

Royalty per side
$
281

 
$
263

 
7
%
 
$
272

 
$
256

 
6
%
Company Owned Real Estate Brokerage Services
 
 
 
 
 
 
 
 
 
 
 
Closed homesale sides (b)
92,878

 
82,768

 
12
%
 
150,938

 
138,041

 
9
%
Average homesale price
$
478,280

 
$
446,732

 
7
%
 
$
458,867

 
$
429,267

 
7
%
Average homesale broker commission rate
2.49
%
 
2.49
%
 

 
2.50
%
 
2.50
%
 

Gross commission income per side
$
12,598

 
$
11,856

 
6
%
 
$
12,226

 
$
11,497

 
6%
Relocation Services
 
 
 
 
 
 
 
 
 
 
 
Initiations
51,311

 
48,698

 
5
%
 
87,262

 
86,168

 
1
%
Referrals
26,258

 
22,039

 
19
%
 
41,935

 
36,305

 
16
%
Title and Settlement Services
 
 
 
 
 
 
 
 
 
 
 
Purchase title and closing units
34,157

 
29,973

 
14
%
 
55,663

 
50,538

 
10
%
Refinance title and closing units
23,123

 
17,766

 
30
%
 
47,623

 
39,782

 
20
%
Average price per closing unit
$
1,490

 
$
1,450

 
3
%
 
$
1,415

 
$
1,350

 
5
%
_______________
(a)
Includes all franchisees except for our Company Owned Real Estate Brokerage Services segment.
(b)
Assuming all else remains equal, the gain or loss of one business day in the quarter can increase or reduce homesale sides by approximately 2 percentage points at both RFG and NRT. The impact on homesale sides for a six month period is approximately 1 percentage point at both RFG and NRT. The six months ended June 30, 2013 contained one less business day than the six months ended June 30, 2012.






Realogy Reports Financial Results for Second Quarter 2013                        7


Table 4

REALOGY HOLDINGS CORP.
2012 KEY DRIVERS
 
 
Quarter Ended
 
Year Ended
 
 
March 31,
2012
 
June 30,
2012
 
September 30, 2012
 
December 31, 2012
 
December 31, 2012
Real Estate Franchise Services (a)
 
 
 
 
 
 
 
 
 
 
Closed homesale sides
 
197,458

 
273,771

 
265,828

 
251,567

 
988,624

Average homesale price
 
$
194,071

 
$
214,547

 
$
218,866

 
$
222,234

 
$
213,575

Average homesale broker commission rate
 
2.56
%
 
2.55
%
 
2.53
%
 
2.53
%
 
2.54
%
Net effective royalty rate
 
4.75
%
 
4.64
%
 
4.65
%
 
4.53
%
 
4.63
%
Royalty per side
 
$
248

 
$
263

 
$
268

 
$
265

 
$
262

Company Owned Real Estate Brokerage Services
Closed homesale sides
 
55,273

 
82,768

 
79,383

 
71,985

 
289,409

Average homesale price
 
$
403,115

 
$
446,732

 
$
442,212

 
$
476,789

 
$
444,638

Average homesale broker commission rate
 
2.51
%
 
2.49
%
 
2.50
%
 
2.48
%
 
2.49
%
Gross commission income per side
 
$
10,959

 
$
11,856

 
$
11,786

 
$
12,501

 
$
11,826

Relocation Services
 
 
 
 
 
 
 
 
 
 
Initiations
 
37,470

 
48,698

 
38,696

 
33,298

 
158,162

Referrals
 
14,266

 
22,039

 
24,082

 
18,940

 
79,327

Title and Settlement Services
 
 
 
 
 
 
 
 
 
 
Purchase title and closing units
 
20,565

 
29,973

 
28,927

 
25,691

 
105,156

Refinance title and closing units
 
22,016

 
17,766

 
24,168

 
25,270

 
89,220

Average price per closing unit
 
$
1,237

 
$
1,450

 
$
1,378

 
$
1,366

 
$
1,362

_______________
(a)
Includes all franchisees except for our Company Owned Real Estate Brokerage Services segment.





Realogy Reports Financial Results for Second Quarter 2013                        8


Table 5a
REALOGY HOLDINGS CORP.
SELECTED 2013 FINANCIAL DATA
(In millions)
 
For the Three Months Ended
For the Three Months Ended
 
March 31,
June 30,
Revenue (a)
2013
2013
Real Estate Franchise Services
$
135

$
193

Company Owned Real Estate Brokerage Services
686

1,182

Relocation Services
87

108

Title and Settlement Services
100

130

Corporate and Other
(51
)
(80
)
Total Company
$
957

$
1,533

 
 
 
EBITDA (b) (c)
 
 
Real Estate Franchise Services
$
72

$
133

Company Owned Real Estate Brokerage Services
(8
)
102

Relocation Services
10

27

Title and Settlement Services
4

20

Corporate and Other
(15
)
(78
)
Total Company
$
63

$
204

Less:
 
 
Depreciation and amortization
42

44

Interest expense, net
89

67

Income tax expense
7

9

Net income (loss) attributable to Realogy Holdings
$
(75
)
$
84

_______________
(a)
Transactions between segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services segment include intercompany royalties and marketing fees paid by the Company Owned Real Estate Brokerage Services segment of $51 million and $80 million for the three months ended March 31, 2013 and June 30, 2013, respectively. Such amounts are eliminated through the Corporate and Other line.
Revenues for the Relocation Services segment include $8 million and $12 million of intercompany referral and relocation fees paid by the Company Owned Real Estate Brokerage Services segment during the three months ended March 31, 2013 and June 30, 2013, respectively. Such amounts are recorded as contra-revenues by the Company Owned Real Estate Brokerage Services segment.
(b)
The three months ended March 31, 2013 includes $3 million related to the loss on early extinguishment of debt and $1 million of former parent legacy costs. The three months ended June 30, 2013 includes $43 million related to the loss on early extinguishment of debt, $26 million related to the Phantom Value Plan and $4 million restructuring costs, partially offset by a net benefit of $2 million of former parent legacy items.
(c)
The three months ended March 31, 2013 reflects $13 million of employee-related costs due to the 2013 bonus plan. The three months ended March 31, 2012 reflected $11 million of expense being recognized for the two year retention plan that was implemented in November 2010 and $13 million of expense related to the 2012 bonus plan. As a result, there is $11 million of lower employee related costs in the first quarter of 2013 compared to the first quarter of 2012. The three months ended June 30, 2013 reflects $15 million of employee-related costs due to the 2013 bonus plan. The three months ended June 30, 2012 reflected $10 million of expense being recognized for the two year retention plan that was implemented in November 2010 and $15 million of expense related to the 2012 bonus plan. As a result, there is $10 million of lower employee related costs in the second quarter of 2013 compared to the second quarter of 2012. The retention plan was put in place to retain key employees during a period when there was not an annual bonus plan.



Realogy Reports Financial Results for Second Quarter 2013                        9


Table 5b
REALOGY HOLDINGS CORP.
SELECTED 2012 FINANCIAL DATA
(In millions)
 
For the Three Months Ended
 
For the Year Ended
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
December 31,
Revenue (a)
2012
 
2012
 
2012
 
2012
 
2012
Real Estate Franchise Services
$
129

 
$
170

 
$
161

 
$
144

 
$
604

Company Owned Real Estate Brokerage Services
617

 
994

 
948

 
910

 
3,469

Relocation Services
88

 
109

 
124

 
102

 
423

Title and Settlement Services
88

 
106

 
114

 
113

 
421

Corporate and Other
(47
)
 
(70
)
 
(66
)
 
(62
)
 
(245
)
Total Company
$
875

 
$
1,309

 
$
1,281

 
$
1,207

 
$
4,672

 
 
 
 
 
 
 
 
 
 
EBITDA (b) (c)
 
 
 
 
 
 
 
 
 
Real Estate Franchise Services
$
61

 
$
99

 
$
107

 
$
97

 
$
364

Company Owned Real Estate Brokerage Services
(17
)
 
78

 
67

 
37

 
165

Relocation Services
4

 
30

 
45

 
24

 
103

Title and Settlement Services
2

 
14

 
12

 
10

 
38

Corporate and Other
(20
)
 
(18
)
 
(18
)
 
(417
)
 
(473
)
Total Company
$
30

 
$
203

 
$
213

 
$
(249
)
 
$
197

Less:
 
 
 
 
 
 
 
 
 
Depreciation and amortization
45

 
44

 
42

 
42

 
173

Interest expense, net
170

 
176

 
187

 
(5
)
 
528

Income tax expense
7

 
8

 
18

 
6

 
39

Net loss attributable to Realogy
$
(192
)
 
$
(25
)
 
$
(34
)
 
$
(292
)
 
$
(543
)
_______________
(a)
Transactions between segments are eliminated in consolidation. Revenues for the Real Estate Franchise Services segment include intercompany royalties and marketing fees paid by the Company Owned Real Estate Brokerage Services segment of $47 million, $70 million, $66 million and $62 million for the three months ended March 31, 2012, June 30, 2012, September 30, 2012 and December 31, 2012, respectively. Such amounts are eliminated through the Corporate and Other line.
Revenues for the Relocation Services segment include $7 million, $11 million, $12 million and $9 million of intercompany referral and relocation fees paid by the Company Owned Real Estate Brokerage Services segment during the three months ended March 31, 2012, June 30, 2012, September 30, 2012 and December 31, 2012, respectively. Such amounts are recorded as contra-revenues by the Company Owned Real Estate Brokerage Services segment.
(b)
Includes $3 million of restructuring costs and $6 million related to loss on the early extinguishment of debt, partially offset by $3 million of former parent legacy benefits for the three months ended March 31, 2012. Includes $2 million of restructuring costs for the three months ended June 30, 2012. Includes $2 million of restructuring costs, partially offset by $1 million of former parent legacy benefits for the three months ended September 30, 2012. Includes $361 million of IPO related costs (of which $256 million was non-cash and related to the issuance of additional shares and $105 million was a cash fee payment), $39 million expense for the Apollo management fee termination agreement, $18 million loss on the early extinguishment of debt and $5 million of restructuring costs, partially offset by a net benefit of $4 million of former parent legacy items for the three months ended December 31, 2012. The amounts broken down by business units as follows:
 
For the Three Months Ended
 
For the Year Ended
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
December 31,
 
2012
 
2012
 
2012
 
2012
 
2012
Company Owned Real Estate Brokerage Services
1

 
2

 
2

 
2

 
7

Relocation Services
1

 

 

 
2

 
3

Title and Settlement Services
1

 

 

 
1

 
2

Corporate and Other
3

 

 
(1
)
 
414

 
416

Total Company
6

 
2

 
1

 
419

 
428

(c)
The three months ended March 31, 2012 reflects the incremental employee-related costs that were primarily due to $10 million of expense for the 2012 bonus plan, which is in addition to $11 million of expense being recognized for the retention plan that was implemented in November 2010, whereas in the first quarter of 2011 only $11 million of expense was recognized for the retention plan. The retention plan was put in place to retain key employees during a period when there was not an annual bonus plan.
The three months ended June 30, 2012 reflects the incremental employee-related costs that were primarily due to $16 million of expense for the 2012 bonus plan, which is in addition to $10 million of expense being recognized for the November 2010 retention plan, whereas in the second



Realogy Reports Financial Results for Second Quarter 2013                        10

quarter of 2011 only $10 million of expense was recognized for the retention plan. As a result, there is $16 million of incremental employee related costs in the second quarter of 2012 compared to the second quarter of 2011.
The three months ended September 30, 2012 reflects the incremental employee-related costs that were primarily due to $18 million of expense for the 2012 bonus plan, which is in addition to $6 million of expense being recognized for the November 2010 retention plan, whereas in the third quarter of 2011 only $9 million of expense was recognized for the retention plan. As a result, there is $15 million of incremental employee related costs in the third quarter of 2012 compared to the third quarter of 2011.
The three months ended December 31, 2012 reflects the incremental employee-related costs that were primarily due to $18 million of expense for the 2012 bonus plan, whereas in the fourth quarter of 2011 only $10 million of expense was recognized for the retention plan. As a result, there is $8 million of incremental employee related costs in the fourth quarter of 2012 compared to the fourth quarter of 2011.




Realogy Reports Financial Results for Second Quarter 2013                        11


Table 6
REALOGY HOLDINGS CORP.
TWELVE MONTH EBITDA AND ADJUSTED EBITDA
(In millions)
A reconciliation of net income (loss) attributable to Realogy to EBITDA and Adjusted EBITDA for the twelve months ended June 30, 2013 is set forth in the following table:
 
 
 
Less
 
Equals
 
Plus
 
Equals
 
Year Ended
 
Six Months Ended
 
Six Months Ended
 
Six Months Ended
 
Twelve Months Ended
 
December 31, 2012
June 30,
2012
December 31, 2012
June 30,
2013
June 30,
2013
Net income (loss) attributable to Realogy (a)
$
(543
)
 
$
(217
)
 
$
(326
)
 
$
9

 
$
(317
)
Income tax expense
39

 
15

 
24

 
16

 
40

Income (loss) before income taxes
(504
)
 
(202
)
 
(302
)
 
25

 
(277
)
Interest expense, net
528

 
346

 
182

 
156

 
338

Depreciation and amortization
173

 
89

 
84

 
86

 
170

EBITDA (b)
197

 
233

 
(36
)
 
267

 
231

Covenant calculation adjustments:
 
 
Restructuring costs and former parent legacy costs (benefit), net (c)
 
5

IPO related costs for the Convertible Notes
 
361

Loss on the early extinguishment of debt
 
64

Pro forma cost savings for 2013 restructuring initiatives (d)
 
2

Pro forma cost savings for 2012 restructuring initiatives (e)
 
2

Pro forma effect of business optimization initiatives (f)
 
21

Non-cash charges (g)
 
19

Non-recurring fair value adjustments for purchase accounting (h)
 
2

Pro forma effect of acquisitions and new franchisees (i)
 
5

Apollo management fees (j)
 
31

Fees for secondary offering
 
1

Incremental securitization interest costs (k)
 
6

Adjusted EBITDA
 
$
750

Total senior secured net debt (l)
 
$
2,528

Senior secured leverage ratio
 
3.37
x
_______________
(a)
Net income (loss) attributable to Realogy consists of: (i) a loss of $34 million for the third quarter of 2012, (ii) a loss of $292 million for the fourth quarter of 2012, (iii) a loss of $75 million for the first quarter of 2013 and (iv) income of $84 million for the second quarter of 2013.
(b)
EBITDA consists of: (i) $213 million for the third quarter of 2012, (ii) negative $249 million for the fourth quarter of 2012, (iii) $63 million for the first quarter 2013 and (iv) $204 million for the second quarter of 2013.
(c)
Consists of $11 million of restructuring costs partially offset by a net benefit of $6 million for former parent legacy items.
(d)
Represents incremental costs incurred in the second quarter for the Corporate headquarters that are not expected to recur in subsequent periods.
(e)
Represents actual costs incurred that are not expected to recur in subsequent periods due to restructuring activities initiated during the year ended December 31, 2012. From this restructuring, we expect to reduce our operating costs by approximately $13 million on a twelve-month run-rate basis and estimate that $11 million of such savings were realized from the time they were put in place. The adjustment shown represents the impact the savings would have had on the period from July 1, 2012 through the time they were put in place had those actions been effected on July 1, 2012.
(f)
Represents the twelve-month pro forma effect of business optimization initiatives including $3 million related to our Relocation Services integration costs, $4 million related to vendor renegotiations, $8 million related to business cost cutting initiatives and $6 million for employee retention accruals. The employee retention accruals reflect the two year employee retention plan that was implemented in November 2010 in lieu of our customary bonus plan, due to the ongoing and prolonged downturn in the housing market in order to ensure the retention of executive officers and other key personnel, principally within our corporate services unit and the corporate offices of our four business units.



Realogy Reports Financial Results for Second Quarter 2013                        12

(g)
Represents the elimination of non-cash expenses, including $36 million of stock-based compensation expense less $15 million for the change in the allowance for doubtful accounts and notes reserves and $2 million of other items from July 1, 2012 through June 30, 2013.
(h)
Reflects the adjustment for the negative impact of fair value adjustments for purchase accounting at the operating business segments primarily related to deferred rent.
(i)
Represents the estimated impact of acquisitions and new franchisees as if they had been acquired or signed on July 1, 2012. Franchisee sales activity is comprised of new franchise agreements as well as growth acquired by existing franchisees with our assistance. We have made a number of assumptions in calculating such estimate and there can be no assurance that we would have generated the projected levels of EBITDA had we owned the acquired entities or entered into the franchise contracts as of July 1, 2012.
(j)
Represents the elimination of the expense recognized for the termination of the Apollo management fee agreement for the twelve months ended June 30, 2013.
(k)
Incremental borrowing costs incurred as a result of the securitization facilities refinancing for the twelve months ended June 30, 2013.
(l)
Represents total borrowings under the senior secured credit facility which are secured by a first priority lien on our assets of $2,648 million plus $15 million of capital lease obligations less $135 million of readily available cash as of June 30, 2013. Pursuant to the terms of our senior secured credit facility, total senior secured net debt does not include the First and a Half Lien Notes, other indebtedness secured by a lien on our assets that is pari passu or junior in priority to the First and a Half Lien Notes, including our securitization obligations and the Unsecured Notes.






Realogy Reports Financial Results for Second Quarter 2013                        13


Table 7
REALOGY HOLDINGS CORP.
EBITDA AND ADJUSTED EBITDA
THREE MONTHS ENDED JUNE 30
(In millions)
Set forth in the table below is a reconciliation of net income (loss) attributable to Realogy to EBITDA and Adjusted EBITDA for the three month periods ended June 30, 2013 and 2012:
 
Three Months Ended
 
June 30,
2013
 
June 30,
2012
Net income (loss) attributable to Realogy
$
84

 
(25
)
Income tax expense
9

 
8

Income (loss) before income taxes
93

 
(17
)
Interest expense, net
67

 
176

Depreciation and amortization
44

 
44

EBITDA
204

 
203

Restructuring costs, merger costs and former parent legacy costs (benefit), net
2

 
2

Loss on the early extinguishment of debt
43

 

Pro forma cost savings for restructuring initiatives
2

 

Pro forma effect of business optimization initiatives
3

 
11

Non-cash charges
20

 
(4
)
Non-recurring fair value adjustments for purchase accounting
1

 
1

Pro forma effect of acquisitions and new franchisees
1

 
1

Fees for secondary offering
1

 

Apollo management fees

 
4

Incremental securitization interest costs
1

 
1

Adjusted EBITDA
278

 
219





Realogy Reports Financial Results for Second Quarter 2013                        14


Table 8
REALOGY HOLDINGS CORP.
FREE CASH FLOW

A reconciliation of net income attributable to Realogy Holdings to free cash flow for the three months ended June 30, 2013 is set forth in the following table:
 
For the three months ended
 
June 30, 2013
 
($ in millions)
 
($ per share)
Net income attributable to Realogy / Basic earnings per share
$
84

 
$
0.58

Income tax expense, net of payments
5

 
0.03

Interest expense, net
67

 
0.46

Cash interest payments
(86
)
 
(0.59
)
Depreciation and amortization
44

 
0.30

Capital expenditures
(10
)
 
(0.07
)
Restructuring costs and legacy, net of payments
(2
)
 
(0.01
)
Loss on the early extinguishment of debt
43

 
0.29

Working capital adjustments
71

 
0.49

Relocation assets, net of securitization
(63
)
 
(0.43
)
Free Cash Flow / Cash Earnings Per Share
$
153

 
$
1.05

 
 
 
 
Basic weighted average number of common shares outstanding (in millions)
 
 
145.4





Realogy Reports Financial Results for Second Quarter 2013                        15


Table 9
                                                                                                                                                                                                            
Non-GAAP Definitions
EBITDA is defined by us as net income (loss) before depreciation and amortization, interest expense, net (other than relocation services interest for securitization assets and securitization obligations) and income taxes. Adjusted EBITDA calculated for a twelve-month period is presented to demonstrate our compliance with the senior secured leverage ratio covenant in the senior secured credit facility. Adjusted EBITDA calculated for a twelve-month period corresponds to the definition of “EBITDA,” calculated on a “pro forma basis,” used in the senior secured credit facility to calculate the senior secured leverage ratio. Adjusted EBITDA includes adjustments to EBITDA for restructuring costs, former parent legacy cost (benefit) items, net, IPO related costs for the Convertible Notes, loss on the early extinguishment of debt, non-cash charges, non-recurring fair value adjustments for purchase accounting, Apollo management fees, fees for the secondary offering and incremental securitization interest costs, as well as pro forma cost savings for restructuring initiatives, the pro forma effect of business optimization initiatives and the pro forma effect of acquisitions and new franchisees, in each case calculated as of the beginning of the twelve-month period. Adjusted EBITDA calculated for a three-month period adjusts for the same items as for a twelve-month period, except that the pro forma effect of cost savings, business optimizations and acquisitions and new franchisees are calculated as of the beginning of the three-month period instead of the twelve-month period.
We present EBITDA and Adjusted EBITDA because we believe EBITDA and Adjusted EBITDA are useful as supplemental measures in evaluating the performance of our operating businesses and provide greater transparency into our results of operations. Our management, including our chief operating decision maker, uses EBITDA as a factor in evaluating the performance of our business. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations data prepared in accordance with GAAP.
We believe EBITDA facilitates company-to-company operating performance comparisons by backing out potential differences caused by variations in capital structures (affecting net interest expense), taxation, the age and book depreciation of facilities (affecting relative depreciation expense) and the amortization of intangibles, which may vary for different companies for reasons unrelated to operating performance. We further believe that EBITDA is frequently used by securities analysts, investors and other interested parties in their evaluation of companies, many of which present an EBITDA measure when reporting their results.
EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider EBITDA or Adjusted EBITDA either in isolation or as substitutes for analyzing our results as reported under GAAP. Some of these limitations are:
these measures do not reflect changes in, or cash requirement for, our working capital needs;
these measures do not reflect our interest expense (except for interest related to our securitization obligations), or the cash requirements necessary to service interest or principal payments on our debt;
these measures do not reflect our income tax expense or the cash requirements to pay our taxes;
these measures do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often require replacement in the future, and these measures do not reflect any cash requirements for such replacements; and
other companies may calculate these measures differently so they may not be comparable.
In addition to the limitations described above, Adjusted EBITDA includes pro forma cost savings, the pro forma effect of business optimization initiatives and the pro forma full period effect of acquisitions and new franchisees. These adjustments may not reflect the actual cost savings or pro forma effect recognized in future periods.
Free Cash Flow is defined as net loss attributable to Realogy before income tax expense, net of payments, interest expense, net, depreciation and amortization, capital expenditures, restructuring costs and former parent legacy costs (benefit), net of payments, , cash payment related to Apollo management fee termination, loss on the early extinguishment of debt, working capital adjustments and relocation receivables and properties, net of change in securitization obligations. Cash Earnings Per Share is defined as Free Cash Flow divided by the weighted average basic shares outstanding. We use Free Cash Flow and Cash Earnings Per Share in our internal evaluation of operating effectiveness and decisions regarding the allocation of resources. Free Cash Flow and Cash Earnings Per Share are not defined by GAAP and should not be considered in isolation or as an alternative to net income (loss), net cash provided by (used in) operating, investing and financing activities or other financial data prepared in accordance with GAAP or as an indicator of the Company’s operating performance. Free Cash Flow and Cash Earnings Per Share may differ from similarly titled measures presented by other companies.