EX-99.1 2 ex99-1.htm PRESS RELEASE DATED MAY 4, 2015 Press Release 03.31.15
Exhibit 99.1


REALOGY REPORTS FINANCIAL RESULTS
FOR FIRST QUARTER 2015
 
Residential Real Estate Leader Reports Revenue of $1.1 Billion, a 5% Increase Year-over-Year

Q1 Homesale Transaction Volume Increases 10% Year-over-Year

MADISON, N.J. (May 4, 2015) - Realogy Holdings Corp. (NYSE: RLGY), a global leader in residential real estate franchising and prominent provider of real estate brokerage, relocation, and title and settlement services, today reported financial results for the first quarter ended March 31, 2015, including the following highlights:
Revenue of $1.1 billion, which represents a 5% increase compared to first quarter 2014, was driven by higher homesale transaction volume.
Adjusted EBITDA(1) was $70 million, compared to $53 million in the first quarter of 2014, a year-over-year increase of 32%.
Net loss for first quarter 2015 was $32 million, and basic loss per share was $0.22.
Realogy's franchise (RFG) and company-owned (NRT) business segments achieved a 10% increase in combined homesale transaction volume (transaction sides multiplied by average sale price) compared to first quarter 2014. RFG and NRT reported homesale transactions increases of 4% and 6% and average homesale price increases of 6% and 3%, respectively.
"With 10% home sale volume growth, the first quarter was stronger than the 5% to 9% range we anticipated," said Richard A. Smith, Realogy's chairman, chief executive officer and president. "The increases we saw in homesale transaction sides and average sale price in March, along with the strength of the sales contracts opened in March and April, are indicating a healthy spring selling season for the existing homesale market."
Smith continued: "Operationally, the first quarter momentum has carried over into the second quarter with NRT's acquisition of Coldwell Banker United, Realtors. We expect it to be an immediately accretive acquisition that geographically strengthens NRT's presence in Florida and Texas, expands into new markets in the Carolinas and now connects its Eastern Seaboard presence contiguously from Maine to Florida."
"Looking ahead at the second quarter of 2015, we expect to see homesale transaction volume gains in the range of 8% to 11% year-over-year on a company-wide basis," said Anthony E. Hull, executive vice president, chief financial officer and treasurer. "Based on our closed and open sales activity in March and April, we expect second quarter homesale transaction sides to be up 5% to 7% year-over-year and average sale price to increase 3% to 4% for RFG and NRT combined."
Hull continued: "Traditionally, the first quarter is our weakest due to the seasonality of residential real estate and represents our lowest share of the year for transaction volume, revenue and EBITDA. We also have historically reported a net loss in the first quarter as the period EBITDA is not sufficient to offset interest expense, depreciation and amortization which are reflected on a straight line basis throughout the year. As the spring selling season unfolds, we expect our aggregate number of homesale transaction sides to increase sequentially from approximately 272,000 in the first quarter of 2015 to between 400,000 and 408,000 in the second quarter."

(1) See Table 8 for definitions of these non-GAAP financial measures and Tables 5a, 5b, 6 and 7 for reconciliations of these non-GAAP financial measures to their most comparable GAAP terms.



Realogy Reports Financial Results for First Quarter 2015                    2

The Company ended the quarter with a cash and cash equivalents balance of $184 million and no outstanding borrowings under its revolving credit facility. Total long-term corporate debt, including the short term portion, net of cash and cash equivalents totaled $3,722 million at March 31, 2015.
A consolidated balance sheet is included as Table 2 of this press release.
Investor Conference Call
Today, May 4, at 8:30 a.m. (EDT), Realogy will hold a conference call via webcast to review its first quarter 2015 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) 895-3527 (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 May 5 through May 18, 2015.
About Realogy Holdings Corp.
Realogy Holdings Corp. (NYSE: RLGY) is a global leader in residential real estate franchising and brokerage with many of the best-known industry brands including Better Homes and Gardens® Real Estate, CENTURY 21®, Coldwell Banker®, Coldwell Banker Commercial®, The Corcoran Group®, ERA®, and Sotheby's International Realty®, as well as ZipRealty®, its technology-focused brand.  Collectively, Realogy's franchise system members operate approximately 13,500 offices with more than 251,200 independent sales associates conducting business in 105 countries and territories around the world.  NRT LLC, Realogy’s company-owned real estate brokerage, is the largest residential brokerage company in the United States, operates under several of Realogy’s brands and also provides related residential real estate services. The Company also owns Cartus, a prominent worldwide provider of relocation services to corporate and affinity clients, and Title Resource Group, a leading provider of title, settlement and underwriting services.  Realogy is headquartered in Madison, New Jersey.
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 outstanding debt and interest obligations; variable rate indebtedness which subjects the Company to interest rate risk; the Company's inability to access capital; the



Realogy Reports Financial Results for First Quarter 2015                    3

Company's inability to realize the benefits from acquisitions, including the 2014 acquisition of ZipRealty, Inc.; 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 and changes in state or federal employment laws or regulations that would require reclassification of independent contractor sales associates to employee status, and wage and hour regulations; 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 Quarterly Reports filed on Form 10-Q for the quarter ended March 31, 2015, and our Annual Report on Form 10-K for the year ended December 31, 2014, and our other filings made from time to time, in connection with considering any forward-looking statements that may be made by us and our businesses generally. Except for our ongoing obligations to disclose material information under the federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless we are required to do so by law.
This release includes certain non-GAAP financial measures as defined under SEC rules. As required by SEC rules, important information regarding such measures is contained in the Tables attached to this release.
Investor Contacts:
 
Media Contact:
Alicia Swift
 
Mark Panus
(973) 407-4669
 
(973) 407-7215
alicia.swift@realogy.com
 
mark.panus@realogy.com
 
 
 
Jennifer Pepper
 
 
(973) 407-7487
 
 
jennifer.pepper@realogy.com
 
 



Realogy Reports Financial Results for First Quarter 2015                    4



Table 1

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

 
Three Months Ended
March 31,
 
2015
 
2014
Revenues
 
 
 
Gross commission income
$
781

 
$
738

Service revenue
171

 
165

Franchise fees
67

 
63

Other
43

 
41

Net revenues
1,062

 
1,007

Expenses
 
 
 
Commission and other agent-related costs
530

 
500

Operating
342

 
336

Marketing
56

 
51

General and administrative
78

 
70

Former parent legacy costs (benefit), net

 
1

Depreciation and amortization
46

 
46

Interest expense, net
68

 
70

Loss on the early extinguishment of debt

 
10

Total expenses
1,120

 
1,084

Loss before income taxes, equity in earnings and noncontrolling interests
(58
)
 
(77
)
Income tax benefit
(24
)
 
(34
)
Equity in (earnings) losses of unconsolidated entities
(2
)
 
3

Net loss
(32
)
 
(46
)
Less: Net income attributable to noncontrolling interests

 

Net loss attributable to Realogy Holdings
$
(32
)
 
$
(46
)
 
 
 
 
Loss per share attributable to Realogy Holdings:
 
 
 
Basic loss per share
$
(0.22
)
 
$
(0.32
)
Diluted loss per share
$
(0.22
)
 
$
(0.32
)
Weighted average common and common equivalent shares of Realogy Holdings outstanding:
Basic
146.3

 
145.8

Diluted
146.3

 
145.8






Realogy Reports Financial Results for First Quarter 2015                    5

Table 1a

REALOGY HOLDINGS CORP.
Adjusted Net Loss and Adjusted Loss Per Share
(In millions, except per share data)

 
Three Months Ended March 31,
 
2015
 
2014
Net loss attributable to Realogy Holdings
$
(32
)
 
$
(46
)
Addback:
 
 
 
Loss on the early extinguishment of debt, net of tax

 
10

Adjusted net loss attributable to Realogy Holdings
$
(32
)
 
$
(36
)
 
 
 
 
Adjusted loss per share
 
 
 
Basic loss per share:
$
(0.22
)
 
$
(0.25
)
Diluted loss per share:
$
(0.22
)
 
$
(0.25
)
 
 
 
 
Weighted average common and common equivalent shares outstanding:
 
 
 
Basic:
146.3

 
145.8

Diluted:
146.3

 
145.8


Adjusted net loss is defined by us as net loss before loss on the early extinguishment of debt. Adjusted loss per share is Adjusted net loss divided by the weighted average common and common equivalent shares outstanding. We present Adjusted net loss and Adjusted loss per share because we believe these measures are useful as supplemental measures in evaluating the performance of our operating businesses and provides greater transparency into our results of operations.




Realogy Reports Financial Results for First Quarter 2015                    6

Table 2

REALOGY HOLDINGS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
(Unaudited)
 
March 31,
2015
 
December 31,
2014
 
 
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
184

 
$
313

Trade receivables (net of allowance for doubtful accounts of $26 and $27)
127

 
116

Relocation receivables
329

 
297

Deferred income taxes
190

 
180

Other current assets
122

 
120

Total current assets
952

 
1,026

Property and equipment, net
228

 
233

Goodwill
3,477

 
3,477

Trademarks
736

 
736

Franchise agreements, net
1,478

 
1,495

Other intangibles, net
332

 
341

Other non-current assets
229

 
230

Total assets
$
7,432

 
$
7,538

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
117

 
$
128

Securitization obligations
250

 
269

Due to former parent
46

 
51

Current portion of long-term debt
19

 
19

Accrued expenses and other current liabilities
380

 
411

Total current liabilities
812

 
878

Long-term debt
3,887

 
3,891

Deferred income taxes
332

 
350

Other non-current liabilities
243

 
236

Total liabilities
5,274

 
5,355

Commitments and contingencies
 
 


Equity:
 
 
 
Realogy Holdings preferred stock: $.01 par value; 50,000,000 shares authorized, none issued and outstanding at March 31, 2015 and December 31, 2014

 

Realogy Holdings common stock: $.01 par value; 400,000,000 shares authorized, 146,527,947 shares outstanding at March 31, 2015 and 146,382,923 shares outstanding at December 31, 2014
1

 
1

Additional paid-in capital
5,687

 
5,677

Accumulated deficit
(3,496
)
 
(3,464
)
Accumulated other comprehensive loss
(37
)
 
(35
)
Total stockholders' equity
2,155

 
2,179

Noncontrolling interests
3

 
4

Total equity
2,158

 
2,183

Total liabilities and equity
$
7,432

 
$
7,538






Realogy Reports Financial Results for First Quarter 2015                    7


Table 3a

REALOGY HOLDINGS CORP.
2015 vs. 2014 KEY DRIVERS
 
Three Months Ended March 31,
 
2015
 
2014
 
% Change
Real Estate Franchise Services (a) (d)
 
 
 
 
 
Closed homesale sides
212,139

 
203,972

 
4
%
Average homesale price
$
251,373

 
$
236,711

 
6
%
Average homesale broker commission rate
2.52
%
 
2.53
%
 
(1) bps

Net effective royalty rate
4.52
%
 
4.49
%
 
3 bps

Royalty per side
$
302

 
$
282

 
7
%
Company Owned Real Estate Brokerage Services (d)
 
 
 
 
Closed homesale sides (b)
60,187

 
56,685

 
6
%
Average homesale price (c)
$
502,597

 
$
489,053

 
3
%
Average homesale broker commission rate
2.43
%
 
2.50
%
 
(7) bps

Gross commission income per side
$
13,019

 
$
13,041

 
%
Relocation Services
 
 
 
 
 
Initiations
38,168

 
37,898

 
1
%
Referrals
18,022

 
16,496

 
9
%
Title and Settlement Services
 
 
 
 
 
Purchase title and closing units
21,643

 
20,775

 
4
%
Refinance title and closing units
9,496

 
7,199

 
32
%
Average fee per closing unit
$
1,751

 
$
1,715

 
2
%
_______________
(a)
Includes all franchisees except for our Company Owned Real Estate Brokerage Services segment.
(b)
Closed homesale sides, excluding the impact of larger acquisitions with an individual purchase price greater than $20 million, would have increased 3% for the quarter ended March 31, 2015 compared to 2014.
(c)
Average homesale price, excluding the impact of larger acquisitions with an individual purchase price greater than $20 million, would have increased 4% for the quarter ended March 31, 2015 compared to 2014.
(d)
In April 2015, the real estate brokerage operations acquired a large franchisee of the Real Estate Franchise Services segment. As a result of the acquisition by NRT, the drivers of the acquired entity will shift from the Real Estate Franchise Services segment to NRT in future periods and will impact the comparison of homesale sides and average homesale price.










Realogy Reports Financial Results for First Quarter 2015                    8


Table 3b

REALOGY HOLDINGS CORP.
2014 KEY DRIVERS
 
 
Quarter Ended
 
Year Ended
 
 
March 31,
2014
 
June 30,
2014
 
September 30,
2014
 
December 31,
2014
 
December 31,
2014
Real Estate Franchise Services (a)
 
 
 
 
 
 
 
 
 
 
Closed homesale sides
 
203,972

 
293,450

 
306,338

 
261,578

 
1,065,339

Average homesale price
 
$
236,711

 
$
252,606

 
$
255,780

 
$
251,539

 
$
250,214

Average homesale broker commission rate
 
2.53
%
 
2.53
%
 
2.51
%
 
2.52
%
 
2.52
%
Net effective royalty rate
 
4.49
%
 
4.46
%
 
4.49
%
 
4.52
%
 
4.49
%
Royalty per side
 
$
282

 
$
297

 
$
301

 
$
299

 
$
296

Company Owned Real Estate Brokerage Services
Closed homesale sides
 
56,685

 
87,803

 
89,472

 
74,372

 
308,332

Average homesale price
 
$
489,053

 
$
511,969

 
$
498,650

 
$
498,276

 
$
500,589

Average homesale broker commission rate
 
2.50
%
 
2.47
%
 
2.46
%
 
2.45
%
 
2.47
%
Gross commission income per side
 
$
13,041

 
$
13,335

 
$
12,985

 
$
12,888

 
$
13,072

Relocation Services
 
 
 
 
 
 
 
 
 
 
Initiations
 
37,898

 
51,306

 
44,019

 
37,987

 
171,210

Referrals
 
16,496

 
27,346

 
29,259

 
23,654

 
96,755

Title and Settlement Services
 
 
 
 
 
 
 
 
 
 
Purchase title and closing units
 
20,775

 
33,104

 
32,355

 
26,840

 
113,074

Refinance title and closing units
 
7,199

 
6,410

 
6,520

 
7,400

 
27,529

Average price per closing unit
 
$
1,715

 
$
2,013

 
$
1,956

 
$
1,770

 
$
1,780

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



Realogy Reports Financial Results for First Quarter 2015                    9


Table 4a
REALOGY HOLDINGS CORP.
SELECTED 2015 FINANCIAL DATA
(In millions)
 
Three Months Ended
 
March 31,
2015
Net revenues (a)
 
Real Estate Franchise Services
$
151

Company Owned Real Estate Brokerage Services
796

Relocation Services
85

Title and Settlement Services
87

Corporate and Other
(57
)
Total Company
$
1,062

 
 
EBITDA
 
Real Estate Franchise Services
$
86

Company Owned Real Estate Brokerage Services
(16
)
Relocation Services
7

Title and Settlement Services
(3
)
Corporate and Other
(16
)
Total Company
$
58

Less:
 
Depreciation and amortization
46

Interest expense, net
68

Income tax benefit
(24
)
Net loss attributable to Realogy Holdings
$
(32
)
_______________
(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 $57 million for the three months ended March 31, 2015. Such amounts are eliminated through the Corporate and Other line.
Revenues for the Relocation Services segment include $8 million of intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment during the three months ended March 31, 2015. Such amounts are recorded as contra-revenues by the Company Owned Real Estate Brokerage Services segment.

    



Realogy Reports Financial Results for First Quarter 2015                    10


Table 4b
REALOGY HOLDINGS CORP.
SELECTED 2014 FINANCIAL DATA
(In millions)
 
Three Months Ended
 
Year Ended
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
December 31,
 
2014
 
2014
 
2014
 
2014
 
2014
Net revenues (a)
 
 
 
 
 
 
 
 
 
Real Estate Franchise Services
$
144

 
$
196

 
$
199

 
$
177

 
$
716

Company Owned Real Estate Brokerage Services
750

 
1,182

 
1,175

 
971

 
4,078

Relocation Services
86

 
107

 
125

 
101

 
419

Title and Settlement Services
81

 
108

 
111

 
98

 
398

Corporate and Other
(54
)
 
(81
)
 
(79
)
 
(69
)
 
(283
)
Total Company
$
1,007

 
$
1,512

 
$
1,531

 
$
1,278

 
$
5,328

 
 
 
 
 
 
 
 
 
 
EBITDA (b)
 
 
 
 
 
 
 
 
 
Real Estate Franchise Services
$
79

 
$
137

 
$
136

 
$
111

 
$
463

Company Owned Real Estate Brokerage Services
(20
)
 
91

 
93

 
29

 
193

Relocation Services
7

 
26

 
47

 
22

 
102

Title and Settlement Services
(5
)
 
17

 
15

 
9

 
36

Corporate and Other
(25
)
 
(33
)
 
(18
)
 
(31
)
 
(107
)
Total Company
$
36

 
$
238

 
$
273

 
$
140

 
$
687

Less:
 
 
 
 
 
 
 
 
 
Depreciation and amortization
46

 
46

 
48

 
50

 
190

Interest expense, net
70

 
73

 
54

 
70

 
267

Income tax expense (benefit)
(34
)
 
51

 
71

 
(1
)
 
87

Net income (loss) attributable to Realogy Holdings
$
(46
)
 
$
68

 
$
100

 
$
21

 
$
143

_______________
(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 $54 million, $81 million, $79 million and $69 million for the three months ended March 31, 2014, June 30, 2014, September 30, 2014 and December 31, 2014, respectively. Such amounts are eliminated through the Corporate and Other line.
Revenues for the Relocation Services segment include $7 million, $12 million, $13 million and $10 million of intercompany referral commissions paid by the Company Owned Real Estate Brokerage Services segment during the three months ended March 31, 2014, June 30, 2014, September 30, 2014 and December 31, 2014, respectively. Such amounts are recorded as contra-revenues by the Company Owned Real Estate Brokerage Services segment.
(b)
The three months ended March 31, 2014 includes $10 million related to the loss on early extinguishment of debt, $1 million related to the Phantom Value Plan and $1 million of former parent legacy costs.
The three months ended June 30, 2014 includes $17 million related to the loss on early extinguishment of debt and $1 million related to the Phantom Value Plan.
The three months ended September 30, 2014 includes a net benefit of $2 million of former parent legacy items and the reversal of prior year restructuring of $1 million.
The three months ended December 31, 2014 includes $20 million related to loss on early extinguishment of debt and a net benefit of $9 million of former parent legacy items.





Realogy Reports Financial Results for First Quarter 2015                    11


Table 5a
REALOGY HOLDINGS CORP.
2015 EBITDA AND ADJUSTED EBITDA
(In millions)
A reconciliation of net income attributable to Realogy Group to EBITDA and Adjusted EBITDA for the twelve months ended March 31, 2015 is set forth in the following table:
 
 
 
Less
 
Equals
 
Plus
 
Equals
 
Year Ended
 
Three Months Ended
 
Nine Months
Ended
 
Three Months Ended
 
Twelve Months
Ended
 
December 31,
2014
March 31,
2014
December 31,
2014
March 31,
2015
March 31,
2015
Net income (loss) attributable to Realogy Group (a)
$
143

 
$
(46
)
 
$
189

 
$
(32
)
 
$
157

Income tax (benefit) expense
87

 
(34
)
 
121

 
(24
)
 
97

Income (loss) before income taxes
230

 
(80
)
 
310

 
(56
)
 
254

Interest expense, net
267

 
70

 
197

 
68

 
265

Depreciation and amortization
190

 
46

 
144

 
46

 
190

EBITDA (b)
687

 
36

 
651

 
58

 
709

Covenant calculation adjustments:
 
 
Restructuring costs (reversals) and former parent legacy costs (benefit), net (c)
 
(12
)
Loss on the early extinguishment of debt
 
37

Pro forma effect of business optimization initiatives (d)
 
13

Non-cash charges (e)
 
36

Pro forma effect of acquisitions and new franchisees (f)
 
7

Incremental securitization interest costs (g)
 
4

Adjusted EBITDA
 
$
794

Total senior secured net debt (h)
 
$
2,353

Senior secured leverage ratio (i)
 
2.96
x
_______________
(a)
Net income (loss) attributable to Realogy consists of: (i) income of $68 million for the second quarter of 2014, (ii) income of $100 million for the third quarter of 2014, (iii) income of $21 million for the fourth quarter of 2014 and (iv) loss of $32 million for the first quarter of 2015.
(b)
EBITDA consists of: (i) $238 million for the second quarter of 2014, (ii) $273 million for the third quarter of 2014, (iii) $140 million for the fourth quarter of 2014 and (iv) $58 million for the first quarter of 2015.
(c)
Consists of a net benefit of $1 million for the reversal of a restructuring reserve and a net benefit of $11 million for former parent legacy items.
(d)
Represents the twelve-month pro forma effect of business optimization initiatives including $9 million of transaction and integration costs incurred for the ZipRealty acquisition, $1 million related to business cost cutting initiatives, $1 million related to vendor renegotiations and $2 million of other items.
(e)
Represents the elimination of non-cash expenses, including $46 million of stock-based compensation expense less $9 million for the change in the allowance for doubtful accounts and notes reserves and $1 million of other items from April 1, 2014 through March 31, 2015.
(f)
Represents the estimated impact of acquisitions and new franchisees as if they had been acquired or signed on April 1, 2014. 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 estimates 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, 2014.
(g)
Incremental borrowing costs incurred as a result of the securitization facilities refinancing for the twelve months ended March 31, 2015.
(h)
Represents total borrowings under the senior secured credit facility and borrowings secured by a first priority lien on our assets of $2,475 million plus $18 million of capital lease obligations less $140 million of readily available cash as of March 31, 2015. 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, our securitization obligations or unsecured indebtedness, including the Unsecured Notes.



Realogy Reports Financial Results for First Quarter 2015                    12

(i)
Realogy Group’s borrowings and outstanding letters of credit issued under the revolving credit facility did not exceed 25% of the revolving credit facility's borrowing capacity at March 31, 2015, and accordingly the covenant was not applicable.



Realogy Reports Financial Results for First Quarter 2015                    13

Table 5b
REALOGY HOLDINGS CORP.
2014 EBITDA AND ADJUSTED EBITDA
(In millions)
A reconciliation of net income attributable to Realogy Group to EBITDA and Adjusted EBITDA for the year ended December 31, 2014 is set forth in the following table:
 
Year Ended December 31, 2014
Net income attributable to Realogy Group
$
143

Income tax expense
87

Income before income taxes
230

Interest expense, net
267

Depreciation and amortization
190

EBITDA
687

Covenant calculation adjustments:
 
Restructuring costs (reversals) and former parent legacy costs (benefit), net (a)
(11
)
Loss on the early extinguishment of debt
47

Pro forma effect of business optimization initiatives (b)
14

Non-cash charges (c)
30

Pro forma effect of acquisitions and new franchisees (d)
8

Incremental securitization interest costs (e)
4

Adjusted EBITDA
$
779

Total senior secured net debt (f)
$
2,242

Senior secured leverage ratio (g)
2.88
x
_______________
 
 
(a)
Consists of a net benefit of $1 million for the reversal of a restructuring reserve and a net benefit of $10 million for former parent legacy items.
(b)
Represents the twelve-month pro forma effect of business optimization initiatives including $9 million of transaction and integration costs incurred for the ZipRealty acquisition, $3 million related to business cost cutting initiatives and $2 million related to vendor renegotiations.
(c)
Represents the elimination of non-cash expenses, including $43 million of stock-based compensation expense less $12 million for the change in the allowance for doubtful accounts and notes reserves and $1 million of other items from January 1, 2014 through December 31, 2014.
(d)
Represents the estimated impact of acquisitions and new franchisees as if they had been acquired or signed on January 1, 2014. 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 estimates 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 January 1, 2014.
(e)
Incremental borrowing costs incurred as a result of the securitization facilities refinancing for the twelve months ended December 31, 2014.
(f)
Represents total borrowings under the senior secured credit facility and borrowings secured by a first priority lien on our assets of $2,480 million plus $20 million of capital lease obligations less $258 million of readily available cash as of December 31, 2014. 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, our securitization obligations or unsecured indebtedness, including the Unsecured Notes.
(g)
Realogy Group’s borrowings and outstanding letters of credit issued under the revolving credit facility did not exceed 25% of the revolving credit facility's borrowing capacity at December 31, 2014, and accordingly the covenant was not applicable.





Realogy Reports Financial Results for First Quarter 2015                    14


Table 6
REALOGY HOLDINGS CORP.
EBITDA AND ADJUSTED EBITDA
THREE MONTHS ENDED MARCH 31
(In millions)
Set forth in the table below is a reconciliation of net income attributable to Realogy Group to Adjusted EBITDA for the three-month periods ended March 31, 2015 and 2014:
 
Three Months Ended
 
March 31,
2015
 
March 31,
2014
Net loss attributable to Realogy
$
(32
)
 
$
(46
)
Income tax benefit
(24
)
 
(34
)
Loss before income taxes
(56
)
 
(80
)
Interest expense, net
68

 
70

Depreciation and amortization
46

 
46

EBITDA
58

 
36

Former parent legacy costs, net

 
1

Loss on the early extinguishment of debt

 
10

Pro forma effect of business optimization initiatives
1

 
2

Non-cash charges
9

 
2

Pro forma effect of acquisitions and new franchisees
1

 
1

Incremental securitization interest costs
1

 
1

Adjusted EBITDA
$
70

 
$
53





Realogy Reports Financial Results for First Quarter 2015                    15


Table 7
REALOGY HOLDINGS CORP.
FREE CASH FLOW

A reconciliation of net income attributable to Realogy Holdings to free cash flow is set forth in the following table:
 
Three Months Ended
 
Three Months Ended
 
March 31, 2015
 
March 31, 2014
 
($ in millions)
 
($ per share)
 
($ in millions)
 
($ per share)
Net loss attributable to Realogy Holdings / Basic earnings per share
$
(32
)
 
$
(0.22
)
 
$
(46
)
 
$
(0.32
)
Income tax benefit, net of payments
(25
)
 
(0.17
)
 
(36
)
 
(0.25
)
Interest expense, net
68

 
0.47

 
70

 
0.48

Cash interest payments
(57
)
 
(0.39
)
 
(88
)
 
(0.60
)
Depreciation and amortization
46

 
0.31

 
46

 
0.32

Capital expenditures
(19
)
 
(0.13
)
 
(13
)
 
(0.09
)
Restructuring costs and reversals and legacy payments
(6
)
 
(0.04
)
 
(1
)
 
(0.01
)
Loss on the early extinguishment of debt

 

 
10

 
0.07

Working capital adjustments
(46
)
 
(0.31
)
 
(58
)
 
(0.40
)
Relocation assets, net of securitization
(51
)
 
(0.35
)
 
(65
)
 
(0.44
)
Free Cash Flow / Cash Loss Per Share
$
(122
)
 
$
(0.83
)
 
$
(181
)
 
$
(1.24
)
Basic weighted average number of common shares outstanding (in millions)
 
 
146.3

 
 
 
145.8







Realogy Reports Financial Results for First Quarter 2015                    16


Table 8
                                                                                                                                                                                                            
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, loss on the early extinguishment of debt, non-cash charges, non-recurring fair value adjustments for purchase accounting, fees for secondary equity offerings 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 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 required 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 income (loss) attributable to Realogy before income tax expense (benefit), net of payments, interest expense, net, depreciation and amortization, capital expenditures, restructuring costs and former parent legacy costs (benefits), net of payments, loss on the early extinguishment of debt, working capital adjustments and relocation assets, 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.