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, NJ - (Marketwired - Jul 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 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 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."

1See 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.

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.

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.

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  
                                 
                                 

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  
                 
                 

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.
     
     

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.
     
     

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.
     
     

Table 5b  

   
REALOGY HOLDINGS CORP.  
SELECTED 2012 FINANCIAL DATA  
(In millions)  
   
    For the Three Months Ended     For the Year Ended  

Revenue (a)
  March 31,
2012
    June 30,
2012
    September 30,
2012
    December 31,
2012
    December 31,
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 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.
     
     

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.
     
(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.
     
     

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  
             
             

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  
                 
               

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.

Contacts:

Investor 

Alicia Swift
(973) 407-4669
alicia.swift@realogy.com

Jennifer Pepper
(973) 407-7487
jennifer.pepper@realogy.com

Media 

Mark Panus
(973) 407-7215
mark.panus@realogy.com

###

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