EX-99.1 2 dex991.htm PRESS RELEASE ISSUED BY REALOGY CORPORATION Press Release issued by Realogy Corporation

Exhibit 99.1

LOGO

REALOGY REPORTS RESULTS FOR FIRST QUARTER 2010

Real Estate Leader Posts 18% Higher Net Revenue of $819 Million

Home Sale Transaction and Price Drivers Show Gains Across Segments

PARSIPPANY, N.J., April 29, 2010 – Realogy Corporation, a global leader in real estate and relocation services, today reported results for the first quarter ended March 31, 2010. Realogy’s revenue for the first quarter of $819 million increased 18% compared to 2009. In the latest quarter, Realogy recorded a net loss attributable to the Company of $197 million. EBITDA for the period was $11 million, an improvement of $73 million year-over-year due to revenue gains, cost reductions and productivity gains.

In the first quarter, Realogy’s core business drivers showed improvement. The number of home sale transactions increased 8% year-over-year at the Realogy Franchise Group (RFG) and 11% at NRT, the company-owned brokerage unit. The growth is principally attributable to the move-up and higher priced markets and a comparatively weak first quarter of 2009. Average home sale price increased in the first quarter by 3% at RFG and 17% at NRT year-over-year. In addition, at Cartus we saw a 20% increase in relocation initiations aided by the addition of business from Primacy Relocation, which we acquired in January, and a 6% increase in purchase closing units at Title Resource Group.

“We saw gains in the average home sale price across our franchise and company-owned offices, and it is increasingly apparent that prices are stabilizing in many markets,” said Realogy president and CEO Richard A. Smith. “The shift in the mix of business we started to see late last year continued into the first quarter of 2010, signaling a much healthier outlook for housing.”

The changing composition of home sale price points particularly impacted NRT where average home price was approximately $418,000 in the first quarter of 2010 compared to $356,000 for the same period in 2009. In the first quarter of 2010, home sales at price points over $750,000 represented 43% of NRT’s sales volume versus 35% during the first quarter of 2009. In addition, REO transactions at NRT dropped from 19% in the first quarter of 2009 to 11% of transaction sides in the first quarter of 2010. “We believe that NRT’s average home sale price will continue to outperform the industry due to our geographic concentration and focus on high-end markets,” said Smith.

“While the homebuyer tax credit appears to have had less of an impact on home sales in the first quarter compared to the fourth quarter of 2009, we have seen increased momentum in terms of home sale contracts opened during the months of March and April, and expect to see the results of that stimulus in the second quarter,” added Smith. “The third and fourth quarters for housing remain somewhat uncertain as they will be driven by traditional macro factors such as job growth, consumer confidence, and from a micro-economic perspective, the dynamics of local markets.”

Covenant Compliance

As of March 31, 2010, the Company’s senior secured leverage ratio was 4.51 to 1, which is below the 5.0 to 1 maximum ratio required to be in compliance with our Credit Agreement. The senior secured leverage ratio is determined by taking Realogy’s senior secured net debt


Realogy Reports Results for First Quarter 2010    Page 2

 

of $2.92 billion at March 31, 2010 and dividing it by the Company’s Adjusted EBITDA of $648 million for the 12 months ended March 31, 2010. (Please see Table 6 for a reconciliation of net loss attributable to Realogy to EBITDA and Adjusted EBITDA and Table 8 for the definition of non-GAAP financial measures.)

“The improvement in our senior secured leverage ratio from last year is primarily the result of increases in our transaction volume and the continued long-term realization of our cost-reduction initiatives,” said Anthony E. Hull, Realogy’s chief financial officer and treasurer. “These organic gains in our business are reflected in the higher trailing 12 month EBITDA compared to year-end 2009.”

Balance Sheet Information as of March 31, 2010

As of March 31, 2010, Realogy had no balance on its revolving credit facility. The Company also had $175 million of readily available cash, which is included in cash and cash equivalents of $207 million.

A complete balance sheet is included as Table 2 of this press release.

Investor Webcast

Realogy will hold a Webcast to review its first quarter 2010 results at 10:00 a.m. (EDT) today. The call will be hosted by Richard A. Smith, president and CEO, and Anthony E. Hull, executive vice president, CFO and treasurer. The conference call will be made available live via Webcast on the Investor Information section of the Realogy.com Web site. A replay of the Webcast will be available at www.realogy.com from April 30 through May 14.

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® 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 systems have approximately 14,900 offices and 264,000 sales associates doing business in 93 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 improvement in the residential real estate markets including but not limited to the lack of sustained improvement in


Realogy Reports Results for First Quarter 2010    Page 3

 

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, 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 contingent liabilities, including contingent tax liabilities; adverse developments or the absence of sustained improvement in general business, economic and political conditions, including but not limited to changes in short-term or long-term interest rates, or any outbreak or escalation of hostilities on a national, regional or international basis; 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 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.

Investor Contact:

Alicia Swift

(973) 407-4669

alicia.swift@realogy.com

Media Contact:

Mark Panus

(973) 407-7215

mark.panus@realogy.com


Realogy Reports Results for First Quarter 2010    Page 4

 

Table 1

REALOGY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions)

 

     Three Months Ended
March  31,
 
      2010     2009  

Revenues

    

Gross commission income

   $ 588      $ 472   

Service revenue

     136        134   

Franchise fees

     55        50   

Other

     40        41   
                

Net revenues

     819        697   
                

Expenses

    

Commission and other agent-related costs

     377        292   

Operating

     300        328   

Marketing

     46        41   

General and administrative

     78        63   

Former parent legacy costs (benefit), net

     5        4   

Restructuring costs

     6        34   

Depreciation and amortization

     50        51   

Interest expense/(income), net

     152        144   

Other (income)/expense, net

     (3     1   
                

Total expenses

     1,011        958   
                

Loss before income taxes, equity in earnings and noncontrolling interest

     (192     (261

Income tax expense

     6        2   

Equity in earnings of unconsolidated entities

     (1     (4
                

Net loss

     (197     (259

Less: income attributable to noncontrolling interests

     —          —     
                

Net loss attributable to Realogy

   $ (197   $ (259
                


Realogy Reports Results for First Quarter 2010    Page 5

 

Table 2

REALOGY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

 

     March 31,
2010
    December 31,
2009
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 207      $ 255   

Trade receivables (net of allowance for doubtful accounts of $74 and $66)

     118        102   

Relocation receivables

     315        334   

Relocation properties held for sale

     55        —     

Deferred income taxes

     82        85   

Other current assets

     97        98   
                

Total current assets

     874        874   

Property and equipment, net

     201        211   

Goodwill

     2,592        2,577   

Trademarks

     732        732   

Franchise agreements, net

     2,959        2,976   

Other intangibles, net

     510        453   

Other non-current assets

     215        218   
                

Total assets

   $ 8,083      $ 8,041   
                

LIABILITIES AND EQUITY (DEFICIT)

    

Current liabilities:

    

Accounts payable

   $ 147      $ 96   

Securitization obligations

     239        305   

Due to former parent

     510        505   

Revolving credit facilities and current portion of long-term debt

     71        32   

Accrued expenses and other current liabilities

     698        502   
                

Total current liabilities

     1,665        1,440   

Long-term debt

     6,667        6,674   

Deferred income taxes

     763        760   

Other non-current liabilities

     165        148   
                

Total liabilities

     9,260        9,022   
                

Commitments and contingencies

    

Equity (deficit):

    

Common stock

     —          —     

Additional paid-in capital

     2,022        2,020   

Accumulated deficit

     (3,168     (2,971

Accumulated other comprehensive loss

     (32     (32
                

Total Realogy stockholder’s deficit

     (1,178     (983
                

Noncontrolling interests

     1        2   
                

Total equity (deficit)

     (1,177     (981
                

Total liabilities and equity (deficit)

   $ 8,083      $ 8,041   
                


Realogy Reports Results for First Quarter 2010    Page 6

 

Table 3

REALOGY CORPORATION

2010 KEY DRIVERS

 

     Three Months Ended March 31,  
     2010     2009     % Change  

Real Estate Franchise Services (a)

      

Closed homesale sides

     193,340        178,233      8

Average homesale price

   $ 188,478      $ 182,865      3

Average homesale broker commission rate

     2.55     2.57   (2 )bps 

Net effective royalty rate

     5.04     5.15   (11 )bps 

Royalty per side

   $ 252      $ 253      —  

Company Owned Real Estate Brokerage Services

      

Closed homesale sides

     52,532        47,499      11

Average homesale price

   $ 417,782      $ 355,838      17

Average homesale broker commission rate

     2.48     2.55   (7 )bps 

Gross commission income per side

   $ 11,161      $ 9,909      13

Relocation Services

      

Initiations (b)

     33,175        27,677      20

Referrals (c)

     12,109        10,719      13

Title and Settlement Services

      

Purchase title and closing units

     19,947        18,810      6

Refinance title and closing units

     11,935        19,933      (40 )% 

Average price per closing unit

   $ 1,353      $ 1,211      12

 

(a) Includes all franchisees except for our Company Owned Real Estate Brokerage Services segment.
(b) Includes 5,177 of initiations related to the Primacy acquisition in 2010.
(c) Includes 716 of referrals related to the Primacy acquisition in 2010.


Realogy Reports Results for First Quarter 2010    Page 7

 

Table 4

REALOGY CORPORATION

2009 KEY DRIVERS

 

     Quarter Ended     Year Ended  
     March 31,
2009
    June 30,
2009
    September 30,
2009
    December 31,
2009
    December 31,
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        28,871        26,870        116,491   

Referrals

     10,719        17,349        20,320        16,607        64,995   

Title and Settlement Services

          

Purchase title and closing units

     18,810        28,148        30,653        27,077        104,688   

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.


Realogy Reports Results for First Quarter 2010    Page 8

 

Table 5a

REALOGY CORPORATION

SELECTED 2010 FINANCIAL DATA

(In millions)

 

     For the Three
Months  ended
March 31, 2010
 

Revenue (a)

  

Real Estate Franchise Services

   $ 122   

Company Owned Real Estate Brokerage Services

     601   

Relocation Services

     76   

Title and Settlement Services

     65   

Corporate and Other

     (45
        

Total Company

   $ 819   
        

EBITDA (b)

  

Real Estate Franchise Services

   $ 65   

Company Owned Real Estate Brokerage Services

     (34

Relocation Services

     4   

Title and Settlement Services

     (5

Corporate and Other

     (19
        

Total Company

   $ 11   
        

Depreciation and amortization

     50   

Interest expense, net

     152   

Income tax expense (benefit)

     6   
        

Net loss attributable to Realogy

   $ (197
        

 

(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 for the three months ended March 31, 2010. Such amounts are eliminated through the Corporate and Other line. Revenues for the Relocation Services segment include $7 million of intercompany referral and relocation fees paid by the Company Owned Real Estate Brokerage Services segment during the three months ended March 31, 2010. 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 broken down by business units as follows:

 

     For the Three
Months  ended
March 31, 2010

Real Estate Franchise Services

   $ —  

Company Owned Real Estate Brokerage Services

     3

Relocation Services

     2

Title and Settlement Services

     1

Corporate and Other

     5
      

Total Company

   $ 11
      

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.


Realogy Reports Results for First Quarter 2010    Page 9

 

Table 5b

REALOGY CORPORATION

SELECTED 2009 FINANCIAL DATA

(In millions)

 

     For the Three
Months  ended
March 31, 2009
    For the Three
Months  ended
June 30, 2009
    For the Three
Months ended
September 30, 2009
    For the Three
Months  ended
December 31, 2009
    For the  Year
Ended
December 31, 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 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 Three
Months  ended
March 31, 2009
   For the Three
Months  ended
June 30, 2009
    For the Three
Months ended
September 30, 2009
    For the Three
Months  ended
December 31, 2009
   For the  Year
Ended
December 31, 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.


Realogy Reports Results for First Quarter 2010    Page 10

 

Table 6

REALOGY CORPORATION

EBITDA AND ADJUSTED EBITDA

(In millions)

A reconciliation of net loss attributable to Realogy to EBITDA and Adjusted EBITDA for the twelve months ended March 31, 2010 is set forth in the following table:

 

           Less     Equals     Plus     Equals  
     Year
Ended
December 31,
2009
    Three Months Ended
March 31,
2009
    Nine Months  Ended
December 31,
2009
    Three Months Ended
March 31,
2010
    Twelve Months Ended
March 31,
2010
 

Net loss attributable to Realogy

   $ (262   $ (259   $ (3   $ (197   $ (200 )(a) 

Income tax expense (benefit)

     (50     2        (52     6        (46
                                        

Loss before income taxes

     (312     (257     (55     (191     (246

Interest expense, net

     583        144        439        152        591   

Depreciation and amortization

     194        51        143        50        193   
                                        

EBITDA

     465        (62     527        11        538 (b) 

Covenant calculation adjustments:

          

Restructuring costs, merger costs and former parent legacy cost (benefit) items, net (c)

  

    10   

Pro forma cost-savings for 2010 restructuring initiatives (d)

  

    7   

Pro forma cost-savings for 2009 restructuring initiatives (e)

  

    14   

Pro forma effect of business optimization initiatives (f)

  

    40   

Non-cash charges (g)

  

    21   

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

  

    5   

Pro forma effect of acquisitions and new franchisees (i)

  

    12   

Apollo management fees (j)

  

    15   

Proceeds from WEX contingent asset (k)

  

    55   

Incremental securitization interest costs (l)

  

    2   

Expenses incurred in debt modification activities (m)

  

    4   

Gain on extinguishment of debt

  

    (75
                

Adjusted EBITDA

  

  $ 648   
                

Total senior secured net debt (n)

  

  $ 2,922   

Senior secured leverage ratio

  

    4.51

 

(a) Net loss attributable to Realogy consists of: (i) a loss of $15 million for the second quarter of 2009; (ii) income of $58 million for the third quarter of 2009; (iii) a loss of $46 million for the fourth quarter of 2009 and (iv) a loss of $197 million for the first quarter of 2010.
(b) EBITDA consists of: (i) $185 million for the second quarter of 2009; (ii) $253 million for the third quarter of 2009; (iii) $89 million for the fourth quarter of 2009 and (iv) $11 million for the first quarter of 2010.
(c) Consists of $42 million of restructuring costs and $1 million of merger costs offset by a net benefit of $33 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 three months of 2010. From this restructuring, we expect to reduce our operating costs by approximately $8 million on a twelve-month run-rate basis and estimate that $1 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 April 1, 2009 through the time they were put in place had those actions been effected on April 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 $42 million on a twelve-month run-rate basis and estimate that $28 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 April 1, 2009 through the time they were put in place had those actions been effected on April 1, 2009.


Realogy Reports Results for First Quarter 2010    Page 11

 

(f) Represents the twelve-month pro forma effect of business optimization initiatives that have been completed to reduce costs of $15 million as well as $25 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, $2 million for the change in the allowance for doubtful accounts and notes reserves from April 1, 2009 through March 31, 2010, $7 million of stock-based compensation expense, less $2 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 April 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 April 1, 2009.
(j) Represents the elimination of annual management fees payable to Apollo for the twelve months ended March 31, 2010.
(k) Wright Express Corporation (“WEX”) was divested by Cendant in February 2005 through an initial public offering (“IPO”). As a result of such IPO, the tax basis of WEX’s tangible and intangible assets increased to their fair market value which may reduce federal income tax that WEX might otherwise be obligated to pay in future periods. Under Article III of the Tax Receivable Agreement dated February 22, 2005 among WEX, Cendant and Cartus (the “TRA”), WEX was required to pay Cendant 85% of any tax savings related to the increase in fair value utilized for a period of time that we expect will be beyond the maturity of the notes. Cendant is required to pay 62.5% of these tax-savings payments received from WEX to us. The Company received $6 million of recurring tax receivable payments from WEX during the last twelve months. On June 26, 2009, we entered into a Tax Receivable Prepayment Agreement with WEX, pursuant to which WEX simultaneously paid us the sum of $51 million, less expenses of approximately $2 million, as prepayment in full of its remaining contingent obligations to Realogy under Article III of the TRA.
(l) Incremental borrowing costs incurred as a result of the securitization facilities refinancing for the twelve months ended March 31, 2010.
(m) Represents the expenses incurred in connection with the Company’s unsuccessful debt modification activities in the third quarter of 2009.
(n) Represents total borrowings under the senior secured credit facility which are secured by a first priority lien on our assets of $3,083 million plus $14 million of capital lease obligations less $175 million of readily available cash as of March 31, 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.


Realogy Reports Results for First Quarter 2010    Page 12

 

Table 7

Reconciliation of net loss attributable to Realogy to EBITDA before restructuring and other items (In millions)

A reconciliation of net loss attributable to Realogy to EBITDA and EBITDA before restructuring and other items for the first quarter ended March 31, 2010 and 2009 is set forth in the following table:

 

     Three Months Ended
March  31,
 
      2010     2009  

Net loss attributable to Realogy

   $ (197   $ (259

Income tax expense

     6        2   
                

Loss before income taxes

     (191     (257

Interest expense, net

     152        144   

Depreciation and amortization

     50        51   
                

EBITDA

   $ 11      $ (62
                

Legacy costs (benefits), net

     5        4   

Restructuring and merger costs

     6        34   
                

Total restructuring and other items

     11        38   
                

EBITDA before restructuring and other items

   $ 22      $ (24
                


Realogy Reports Results for First Quarter 2010    Page 13

 

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 5 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 have to be replaced 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.