Realogy Reports Results for Second Quarter 2010
Real Estate Leader Posts 23% Higher Net Revenue of $1.3 Billion
August 11, 2010 // Franchising.com // PARSIPPANY, NJ, -- Realogy Corporation, a global leader in real estate and relocation services, today reported results for the second quarter ended June 30, 2010. Realogy's net revenue for the second quarter of $1.3 billion increased 23% compared to the same period in 2009. For the latest quarter, Realogy recorded net income attributable to the Company of $222 million. EBITDA before restructuring and other items for the quarter was $234 million, an improvement of $85 million year-over-year due to revenue gains, cost reductions and productivity increases. EBITDA for the quarter was $544 million, which included the benefit of $314 million related to the reduction in former parent legacy liabilities.
Realogy's core business drivers showed improvement during the second quarter. The number of home sale transactions increased 11% year-over-year at the Realogy Franchise Group (RFG) and 16% at NRT, the company-owned brokerage unit. The average home sale price increased in the second quarter by 5% at RFG and 12% at NRT compared to the second quarter of 2009. Cartus experienced a 40% increase in relocation initiations primarily due to increased volume from corporate clients including incremental business from the Primacy Relocation operations it acquired earlier this year. Title Resource Group had a decrease in its refinance title and closing units, which was partially offset by increases in purchase title and closing units and average price per closing unit.
"Clearly, Realogy had a strong second quarter, and we are pleased with our operating and financial results for the period," said Richard A. Smith, Realogy's chief executive officer. "Looking forward, however, it is shaping up to be a difficult third quarter because of the expiration of the Homebuyer Tax Credit and an uncertain near-term outlook for the economy. The sales volume of open contracts for both our company-owned and franchise segments -- which are the leading indicator for closed and reported sales in the third quarter -- dropped sharply, down an average of 17% in June and July on a year-over-year basis. High affordability and near-record low mortgage rates alone cannot offset the impact of high unemployment and declining consumer confidence."
As a result of lower than forecasted industry sales levels in the second quarter and weakening third quarter prospects, the full-year industry outlook for 2010 is now relatively flat to 2009. In July and August, respectively, both Fannie Mae and the National Association of Realtors downwardly revised their forecasts for the full year. Currently, Fannie Mae and NAR are forecasting 2010 home sales to be flat to 2009 at 5.1 million units.
"While we are faced with a challenging housing market in the second half of 2010, Realogy will continue focusing on what we can control," added Smith. "This strategy includes executing on strategic growth opportunities while maintaining our focus on costs."
Balance Sheet Information and Covenant Compliance as of June 30, 2010:
The Company ended the second quarter with strong liquidity. Realogy had $239 million of readily available cash and no outstanding balance on its revolving credit facility as of June 30, 2010.
"The strong earnings and cash balances we achieved in the first half of 2010 should provide cushion to counter the weakening industry outlook for the second half of the year," said Anthony Hull, Realogy's chief financial officer.
As of June 30, 2010, the Company's senior secured leverage ratio was 4.34 to 1, which is below the 5.0 to 1 maximum ratio required to be in compliance with its Credit Agreement. The senior secured leverage ratio is determined by taking Realogy's senior secured net debt of $2.85 billion at June 30, 2010 and dividing it by the Company's Adjusted EBITDA of $656 million for the 12 months ended June 30, 2010. The Adjusted EBITDA figure is unaffected by the legacy tax settlement discussed below. (Please see Tables 6 and 7 for a reconciliation of EBITDA before restructuring and other items, Adjusted EBITDA and net loss attributable to Realogy to EBITDA, and Table 8 for the definition of non-GAAP financial measures.)
Also, in early July we resolved a tax audit for the period 2003 to 2006 that we inherited from our former parent, Cendant Corporation. As a result of this settlement as well as other adjustments, we reduced our contingent liability balance from $505 million at year-end 2009 to $197 million at June 30, 2010. This amount includes the actual payments related to the settlement totaling $58 million. The tax audit settlement also resulted in approximately $110 million of non-cash tax expense in the second quarter.
As a result of the resolution of this matter, our related outstanding letter of credit of $446 million is expected to be reduced to approximately $150 million by the end of the current quarter.
A complete balance sheet is included as Table 2 of this press release.
Investor Webcast
Realogy will hold a Webcast to review its second quarter 2010 results at 4:00 p.m. (EDT) today. The call will be hosted by CEO Richard A. Smith and CFO Anthony Hull. The conference call will be made available live via Webcast on the Investor Information section of the Realogy website. A replay of the Webcast will be available at www.realogy.com from August 10 through August 24.
About Realogy Corporation
Realogy Corporation, a global provider of real estate and relocation services, has a diversified business model that includes real estate franchising, brokerage, relocation and title services. Realogy's world-renowned brands and business units include Better Homes and Gardens(R) Real Estate, CENTURY 21(R), Coldwell Banker(R), Coldwell Banker Commercial(R), The Corcoran Group(R), ERA(R), Sotheby's International Realty(R), NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's franchise systems have approximately 14,400 offices and 264,000 sales associates doing business in 99 countries and territories around the world. Headquartered in Parsippany, N.J., Realogy (www.realogy.com) is owned by affiliates of Apollo Management, L.P., a leading private equity and capital markets investor. To receive future Realogy news releases, you can sign up for an e-mail subscription or secure a link for your RSS reader at www.realogy.com/media.
Forward-Looking Statements
Certain statements in this press release constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Realogy Corporation 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.
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: our substantial amount of outstanding debt; our ability to comply with the affirmative and negative covenants contained in our debt agreements; 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 further declines in home prices, low levels of consumer confidence, the impact of the ongoing or future recessions and related high levels of unemployment in the U.S. and abroad, the termination of the federal homebuyer tax credit program, continuing high levels of foreclosures, our geographic and high-end market concentration in particular to our company-owned brokerage operations and reduced availability of mortgage financing or financing availability at rates not sufficiently attractive to homebuyers; the final resolution or outcomes with respect to Cendant's remaining contingent liabilities; any outbreak or escalation of hostilities on a national, regional or international basis or adverse effects of natural disasters or environmental catastrophes; our failure to enter into or renew franchise agreements, maintain our brands or the inability of franchisees to survive the current real estate cycle; our inability to realize benefits from future acquisitions; our inability to sustain improvements in our operating efficiency; and our inability to access capital and/or securitization markets.
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 Annual Report on Form 10-K for the year ended December 31, 2009, under the heading "Forward-Looking Statements" in our Form 10-Q for the quarter ended June 30, 2010, and in our other periodic reports filed 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.
Table 1
REALOGY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions)
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ------------------
2010 2009 2010 2009
-------- -------- -------- --------
Revenues
Gross commission income $ 941 $ 746 $ 1,529 $ 1,218
Service revenue 185 161 321 295
Franchise fees 81 72 136 122
Other 46 39 86 80
-------- -------- -------- --------
Net revenues 1,253 1,018 2,072 1,715
-------- -------- -------- --------
Expenses
Commission and other agent-related
costs 612 477 989 769
Operating 310 313 610 641
Marketing 50 45 96 86
General and administrative 57 53 135 116
Former parent legacy costs (benefit),
net (314) (46) (309) (42)
Restructuring costs 4 10 10 44
Depreciation and amortization 49 48 99 99
Interest expense/(income), net 155 147 307 291
Other (income)/expense, net (3) (11) (6) (10)
-------- -------- -------- --------
Total expenses 920 1,036 1,931 1,994
-------- -------- -------- --------
Income (loss) before income taxes,
equity in earnings and
noncontrolling interests 333 (18) 141 (279)
Income tax expense 118 5 124 7
Equity in earnings of
unconsolidated entities (8) (8) (9) (12)
-------- -------- -------- --------
Net income (loss) 223 (15) 26 (274)
Less: Net income attributable
to noncontrolling
interests (1) - (1) -
-------- -------- -------- --------
Net income (loss) attributable to
Realogy $ 222 $ (15) $ 25 $ (274)
======== ======== ======== ========
Table 2
REALOGY CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
June 30, December 31,
2010 2009
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents $ 265 $ 255
Trade receivables (net of allowance for
doubtful accounts of $70 and $66) 133 102
Relocation receivables 387 334
Relocation properties held for sale 39 -
Deferred income taxes 79 85
Other current assets 107 98
----------- -----------
Total current assets 1,010 874
Property and equipment, net 193 211
Goodwill 2,591 2,577
Trademarks 732 732
Franchise agreements, net 2,942 2,976
Other intangibles, net 499 453
Other non-current assets 221 218
----------- -----------
Total assets $ 8,188 $ 8,041
=========== ===========
LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 179 $ 96
Securitization obligations 290 305
Due to former parent 197 505
Revolving credit facilities and current portion
of long-term debt 162 32
Accrued expenses and other current liabilities 583 502
----------- -----------
Total current liabilities 1,411 1,440
Long-term debt 6,685 6,674
Deferred income taxes 876 760
Other non-current liabilities 167 148
----------- -----------
Total liabilities 9,139 9,022
----------- -----------
Commitments and contingencies
Equity (deficit):
Common stock - -
Additional paid-in capital 2,023 2,020
Accumulated deficit (2,946) (2,971)
Accumulated other comprehensive loss (30) (32)
----------- -----------
Total Realogy stockholder's deficit (953) (983)
----------- -----------
Noncontrolling interests 2 2
----------- -----------
Total equity (deficit) (951) (981)
----------- -----------
Total liabilities and equity (deficit) $ 8,188 $ 8,041
========== ===========
Table 3
REALOGY CORPORATION
2010 KEY DRIVERS
Three Months Ended June 30, Six Months Ended June 30,
----------------------------- -----------------------------
2010 2009 % Change 2010 2009 % Change
--------- --------- ------- --------- --------- -------
Real Estate
Franchise
Services (a)
Closed
homesale
sides 288,479 259,476 11% 481,820 437,709 10%
Average
homesale
price $ 197,637 $ 188,489 5% $ 193,962 $ 186,199 4%
Average
homesale
broker
commission
rate 2.54% 2.57% (3) bps 2.54% 2.57% (3) bps
Net effective
royalty rate 5.04% 5.10% (6) bps 5.04% 5.12% (8) bps
Royalty per
side $ 261 $ 256 2% $ 258 $ 255 1%
Company Owned
Real Estate
Brokerage
Services
Closed
homesale
sides 83,583 72,362 16% 136,115 119,861 14%
Average
homesale
price $ 424,442 $ 378,870 12% $ 421,872 $ 369,743 14%
Average
homesale
broker
commission
rate 2.49% 2.52% (3) bps 2.49% 2.53% (4) bps
Gross
commission
income per
side $ 11,247 $ 10,292 9% $ 11,214 $ 10,140 11%
Relocation
Services
Initiations (b) 46,189 33,074 40% 78,618 60,751 29%
Referrals (c) 21,770 17,349 25% 33,879 28,068 21%
Title and
Settlement
Services
Purchase title
and closing
units 30,133 28,148 7% 50,080 46,959 7%
Refinance
title and
closing units 10,378 22,693 (54%) 22,313 42,626 (48%)
Average price
per closing
unit $ 1,472 $ 1,258 17% $ 1,419 $ 1,236 15%
(a) Includes all franchisees except for our Company Owned Real Estate
Brokerage Services segment.
(b) Includes initiations of 7,612 and 12,789 for the three and six months
ended June 30, 2010, respectively, related to the Primacy acquisition
in 2010.
(c) Includes referrals of 1,527 and 2,243 for the three and six months
ended June 30, 2010, respectively, related to the Primacy acquisition
in 2010.
Table 4
REALOGY CORPORATION
2009 KEY DRIVERS
Year
Quarter Ended Ended
----------------------------------------- --------
March June September December December
31, 30, 30, 31, 31,
2009 2009 2009 2009 2009
--------- --------- --------- --------- ---------
Real Estate Franchise
Services (a)
Closed homesale
sides 178,233 259,476 281,973 263,834 983,516
Average homesale
price $ 182,865 $ 188,489 $ 194,881 $ 192,604 $ 190,406
Average homesale
broker commission
rate 2.57% 2.57% 2.53% 2.54% 2.55%
Net effective
royalty rate 5.15% 5.10% 5.11% 5.04% 5.10%
Royalty per side $ 253 $ 256 $ 260 $ 255 $ 257
Company Owned Real
Estate Brokerage
Services
Closed homesale sides 47,499 72,362 81,025 72,931 273,817
Average homesale
price $ 355,838 $ 378,870 $ 407,398 $ 406,549 $ 390,688
Average homesale
broker commission
rate 2.55% 2.52% 2.49% 2.51% 2.51%
Gross commission
income per side $ 9,909 $ 10,292 $ 10,816 $ 10,814 $ 10,519
Relocation Services
Initiations 27,677 33,074 28,326 25,607 114,684
Referrals 10,719 17,349 20,320 16,607 64,995
Title and Settlement
Services
Purchase title and
closing units 18,811 28,148 30,653 27,077 104,689
Refinance title and
closing units 19,933 22,693 14,493 12,808 69,927
Average price per
closing unit $ 1,211 $ 1,258 $ 1,405 $ 1,396 $ 1,317
(a) Includes all franchisees except for our Company Owned Real Estate
Brokerage Services segment.
Table 5a
REALOGY CORPORATION
SELECTED 2010 FINANCIAL DATA
(In millions)
For the For the
Three Three
Months ended Months ended
March 31, June 30,
2010 2010
----------- -----------
Revenue (a)
Real Estate Franchise Services $ 122 $ 173
Company Owned Real Estate
Brokerage Services 601 956
Relocation Services 76 106
Title and Settlement Services 65 86
Corporate and Other (45) (68)
----------- -----------
Total Company $ 819 $ 1,253
=========== ===========
EBITDA (b)
Real Estate Franchise Services $ 65 $ 123
Company Owned Real Estate
Brokerage Services (34) 84
Relocation Services 4 27
Title and Settlement Services (5) 11
Corporate and Other (19) 299
----------- -----------
Total Company $ 11 544
----------- -----------
Depreciation and amortization 50 49
Interest expense, net 152 155
Income tax expense (benefit) 6 118
----------- -----------
Net income (loss) attributable to Realogy $ (197) 222
=========== ===========
(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 $45 million and $68 million for the three
months ended March 31 and June 30, 2010, respectively. Such amounts are
eliminated through the Corporate and Other line. Revenues for the
Relocation Services segment include $7 million and $10 million of
intercompany referral and relocation fees paid by the Company Owned
Real Estate Brokerage Services segment during the three ended March 31
and June 30, 2010, respectively. Such amounts are recorded as
contra-revenues by the Company Owned Real Estate Brokerage Services
segment. There are no other material inter-segment transactions.
(b) Includes $6 million and $5 million of restructuring costs and former
parent legacy items, respectively, for the three months ended
March 31, 2010 and $4 million of restructuring costs offset by a net
benefit of $314 million of former parent legacy items primarily as a
result of tax and other liability adjustments for the three months
ended June 30, 2010 broken down by business units as follows:
For the For the
Three Three
Months ended Months ended
March 31, June 30,
2010 2010
----------- -----------
Real Estate Franchise Services $ - $ -
Company Owned Real Estate
Brokerage Services 3 2
Relocation Services 2 1
Title and Settlement Services 1 -
Corporate and Other 5 (313)
----------- -----------
Total Company $ 11 $ (310)
=========== ===========
EBITDA by segment before restructuring and other items detailed above for
the three months ended March 31, 2010 was: RFG $65 million, NRT ($31)
million, Cartus $6 million, TRG ($4) million and Corporate ($14) million.
EBITDA by segment before restructuring and other items detailed above for
the three months ended June 30, 2010 was: RFG $123 million, NRT
$86 million, Cartus $28 million, TRG $11 million and Corporate ($14)
million.
Table 5b
REALOGY CORPORATION
SELECTED 2009 FINANCIAL DATA
(In millions)
For the For the For the For the
Three Three Three Three For the
Months Months Months Months Year
ended ended ended end Ended
March June September December December
31, 30, 30, 31, 31,
2009 2009 2009 2009 2009
------ ------ -------- ------- -------
Revenue (a)
Real Estate Franchise
Services $ 105 $ 143 $ 151 $ 139 $ 538
Company Owned Real Estate
Brokerage Services 491 764 896 808 2,959
Relocation Services 71 80 92 77 320
Title and Settlement Services 68 88 91 81 328
Corporate and Other (38) (57) (61) (57) (213)
------ ------ -------- ------- -------
Total Company $ 697 $1,018 $ 1,169 $ 1,048 $ 3,932
====== ====== ======== ======= =======
EBITDA (b)
Real Estate Franchise
Services $ 44 $ 85 $ 107 $ 87 $ 323
Company Owned Real Estate
Brokerage Services (84) 24 48 18 6
Relocation Services - 72 34 16 122
Title and Settlement Services (5) 12 10 3 20
Corporate and Other (17) (8) 54 (35) (6)
------ ------ -------- ------- -------
Total Company $ (62) $ 185 $ 253 $ 89 $ 465
------ ------ -------- ------- -------
Depreciation and amortization 51 48 48 47 194
Interest expense, net 144 147 139 153 583
Income tax expense (benefit) 2 5 8 (65) (50)
------ ------ -------- ------- -------
Net income (loss)
attributable to Realogy $ (259) $ (15) $ 58 $ (46) $ (262)
====== ====== ======== ======= =======
(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 $38 million, $57 million,
$61 million and $57 million for the three months ended March 31,
2009, June 30, 2009, September 30, 2009 and December 31, 2009,
respectively. Such amounts are eliminated through the Corporate and
Other line. Revenues for the Relocation Services segment include $6
million, $9 million, $11 million and $8 million of intercompany
referral and relocation fees paid by the Company Owned Real Estate
Brokerage Services segment during the three months ended March 31,
2009, June 30, 2009, September 30, 2009 and December 31, 2009,
respectively. Such amounts are recorded as contra-revenues by the
Company Owned Real Estate Brokerage Services segment. 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 $213 million for the year ended
December 31, 2009. Revenues for the Relocation Services segment
include intercompany referral and relocation fees paid by the Company
Owned Real Estate Brokerage Services segment of $34 million for the
year ended December 31, 2009. There are no other material
inter-segment transactions.
(b) Includes $34 million and $4 million of restructuring costs and former
parent legacy items, respectively, for the three months ended March
31, 2009, $10 million of restructuring costs offset by a benefit of
$46 million of former parent legacy items (comprised of a benefit of
$55 million recorded at Cartus related to Wright Express Corporation
partially offset by $9 million of expenses recorded at Corporate) for
the three months ended June 30, 2009, $15 million and $5 million of
restructuring costs and former legacy items along with a $75 million
gain on extinguishment of debt for the three months ended September
30, 2009 and $11 million, $3 million and $1 million of restructuring
costs, former legacy items and merger cost, respectively for the
three months ended December 31, 2009. EBITDA for the year ended
December 31, 2009 includes $70 million of restructuring costs and
$1 million of merger costs offset by a benefit of $34 million of
former parent legacy items (comprised of a benefit of $55 million
recorded at Cartus related to Wright Express Corporation partially
offset by $21 million of expenses recorded at Corporate) and a gain
on the extinguishment of debt of $75 million.
For the For the For the For the
Three Three Three Three For the
Months Months Months Months Year
ended ended ended ended Ended
March June September December December
31, 30, 30, 31, 31,
2009 2009 2009 2009 2009
------ ------ -------- ------- -------
Real Estate Franchise
Services $ 1 $ 1 $ 1 $ - 3
Company Owned Real Estate
Brokerage Services 25 5 13 4 47
Relocation Services 5 (52) - 2 (45)
Title and Settlement Services 1 1 - 1 3
Corporate and Other 6 9 (69) 8 (46)
------ ------ -------- ------- -------
Total Company $ 38 $ (36) $ (55) $ 15 $ (38)
====== ====== ======== ======= =======
EBITDA by segment before restructuring and other items detailed above
for the three months ended March 31, 2009 was: RFG $45 million, NRT
($59) million, Cartus $5 million, TRG ($4) million and Corporate ($11)
million. EBITDA by segment before restructuring and other items
detailed above for the corresponding three months ended June 30, 2009
was as follows: RFG $86 million, NRT $29 million, Cartus $20 million,
TRG $13 million, and Corporate $1 million. EBITDA by segment before
restructuring and other items detailed above for the corresponding
three months ended September 30, 2009 was as follows: RFG $108
million, NRT $61 million, Cartus $34 million, TRG $10 million, and
Corporate ($15) million. EBITDA by segment before restructuring and
other items detailed above for the corresponding three months ended
December 31, 2009 was as follows: RFG $87 million, NRT $22 million,
Cartus $18 million, TRG $4 million, and Corporate ($27) million.
EBITDA by segment before restructuring and other items detailed
above for the corresponding year ended December 31, 2009 was as
follows: RFG $326 million, NRT $53 million, Cartus $77 million,
TRG $23 million, and Corporate ($52) million.
Table 6
REALOGY CORPORATION
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, 2010 is set forth in
the following table:
Less Equals Plus Equals
------- -------- ------ ------
Six Six Six Twelve
Year Months Months Months Months
Ended Ended Ended Ended Ended
December June December June June
31, 30, 31, 30, 30,
2009 2009 2009 2010 2010
------- ------- -------- ------ ------
Net income (loss) attributable
to Realogy $ (262) $ (274) $ 12 $ 25 $ 37(a)
Income tax expense (benefit) (50) 7 (57) 124 67
------- ------- -------- ------ ------
Income (loss) before income taxes (312) (267) (45) 149 104
Interest expense, net 583 291 292 307 599
Depreciation and amortization 194 99 95 99 194
------- ------- -------- ------ ------
EBITDA 465 123 342 555 897(b)
Covenant calculation adjustments:
Restructuring costs, merger
costs and former parent legacy
cost (benefit) items, net (c) (264)
Pro forma cost-savings for 2010
restructuring initiatives (d) 10
Pro forma cost-savings for 2009
restructuring initiatives (e) 6
Pro forma effect of business
optimization initiatives (f) 46
Non-cash charges (g) 3
Non-recurring fair value
adjustments for purchase
accounting (h) 4
Pro forma effect of acquisitions
and new franchisees (i) 8
Apollo management fees (j) 15
Incremental securitization
interest costs (k) 2
Expenses incurred in debt
refinancing activities (l) 4
Gain on extinguishment of debt (75)
------
Adjusted EBITDA $ 656
------
Total senior secured net debt (m) $2,849
Senior secured leverage ratio 4.34x
(a) Net income (loss) attributable to Realogy consists of: (i) income of
$58 million for the third quarter of 2009; (ii) a loss of $46 million
for the fourth quarter of 2009; (iii) a loss of $197 million for the
first quarter of 2010; and (iv) income of $222 million for the second
quarter of 2010.
(b) EBITDA consists of: (i) $253 million for the third quarter of 2009;
(ii) $89 million for the fourth quarter of 2009; (iii) $11 million for
the first quarter of 2010 and (iv) $544 million for the second quarter
of 2010.
(c) Consists of $36 million of restructuring costs and $1 million of
merger costs offset by a net benefit of $301 million for former parent
legacy items.
(d) Represents actual costs incurred that are not expected to recur in
subsequent periods due to restructuring activities initiated during
the first six months of 2010. From this restructuring, we expect to
reduce our operating costs by approximately $14 million on a
twelve-month run-rate basis and estimate that $4 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, 2009 through the time they were put in place
had those actions been effected on July 1, 2009.
(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, 2009. From this restructuring, we expect
to reduce our operating costs by approximately $103 million on a
twelve-month run-rate basis and estimate that $97 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, 2009 through the time they were put in place
had those actions been effected on July 1, 2009.
(f) Represents the twelve-month pro forma effect of business optimization
initiatives that have been completed to reduce costs of $18 million
as well as $28 million for employee retention accruals.
(g) Represents the elimination of non-cash expenses, including a $14
million write-down of a cost method investment acquired in 2006, $7
million of stock-based compensation expense, less $15 million for the
change in the allowance for doubtful accounts and notes reserves from
July 1, 2009 through June 30, 2010 and $1 million related to the
unrealized net gains on foreign currency transactions and foreign
currency forward contracts.
(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, 2009. 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, 2009.
(j) Represents the elimination of annual management fees payable to Apollo
for the twelve months ended June 30, 2010.
(k) Incremental borrowing costs incurred as a result of the securitization
facilities refinancing for the twelve months ended June 30, 2010.
(l) Represents the expenses incurred in connection with the Company's
unsuccessful debt refinancing activities principally in the third
quarter of 2009.
(m) Represents total borrowings under the senior secured credit facility
which are secured by a first priority lien on our assets of $3,075
million plus $13 million of capital lease obligations less $239
million of readily available cash as of June 30, 2010. Pursuant to
the terms of the senior secured credit agreement, senior secured net
debt does not include Second Lien Loans, other bank indebtedness not
secured by a first lien on our assets, securitization obligations or
Unsecured Notes.
Table 7
Reconciliation of net income (loss) attributable to Realogy to EBITDA
before restructuring and other items (In millions)
A reconciliation of net income (loss) attributable to Realogy to EBITDA and
EBITDA before restructuring and other items for the three and six months
ended June 30, 2010 and 2009 are set forth in the following tables:
Three Months Ended
June 30,
---------------------
2010 2009
------- -------
Net income (loss) attributable to Realogy $ 222 $ (15)
Income tax expense 118 5
------- -------
Income (loss) before income taxes 340 (10)
Interest expense, net 155 147
Depreciation and amortization 49 48
------- -------
EBITDA $ 544 $ 185
------- -------
Legacy costs (benefits), net (314) (46)
Restructuring costs 4 10
------- -------
Total restructuring and other items (310) (36)
------- -------
EBITDA before restructuring and other items $ 234 $ 149
======= =======
Six Months Ended
June 30,
---------------------
2010 2009
------- -------
Net income (loss) attributable to Realogy $ 25 $ (274)
Income tax expense 124 7
------- -------
Income (loss) before income taxes 149 (267)
Interest expense, net 307 291
Depreciation and amortization 99 99
------- -------
EBITDA $ 555 $ 123
------- -------
Legacy costs (benefits), net (309) (42)
Restructuring costs 10 44
------- -------
Total restructuring and other items (299) 2
------- -------
EBITDA before restructuring and other items $ 256 $ 125
======= =======
Table 8
Definitions
EBITDA is defined by the Company as net income (loss) before depreciation and amortization, interest (income) expense, net (other than relocation services interest for securitization assets and securitization obligations) and income taxes. EBITDA before restructuring and other items is calculated by adjusting EBITDA by restructuring, legacy, and other items as described in Table 7 above. Adjusted EBITDA is calculated by adjusting EBITDA by the items described in Table 6 above. Adjusted EBITDA 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 and substantially corresponds to the definition of "EBITDA" used in the indentures governing the Unsecured Notes to test the permissibility of certain types of transactions, including debt incurrence. We present EBITDA and EBITDA before restructuring and other items because we believe EBITDA and EBITDA before restructuring and other items are useful supplemental measures in evaluating the performance of our operating businesses and provide greater transparency into our results of operations. The EBITDA and EBITDA before restructuring and other items measures are used by our management, including our chief operating decision maker, to perform such evaluation, and Adjusted EBITDA is used in measuring compliance with debt covenants relating to certain of our borrowing arrangements. EBITDA, EBITDA before restructuring and other items 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 EBITDA before restructuring and other items have limitations as an analytical tool, and you should not consider EBITDA either in isolation or as a substitute for analyzing our results as reported under GAAP. Some of these limitations are:
- EBITDA does not reflect changes in, or cash requirement for, our working capital needs;
- EBITDA does 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;
- EBITDA does not reflect our income tax expense or the cash requirements to pay our taxes;
- EBITDA does 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 EBITDA measures do not reflect any cash requirements for such replacements; and
- other companies in our industry may calculate these EBITDA measures differently so they may not be comparable.
In addition to the limitations described above with respect to EBITDA and EBITDA before restructuring and other items, Adjusted EBITDA includes pro forma cost-savings and the pro forma full year effect of NRT acquisitions and RFG acquisitions/new franchisees. These adjustments may not reflect the actual cost-savings or pro forma effect recognized in future periods.
SOURCE: Realogy Corporation###
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