MADISON,
N.J., Nov. 7, 2024 /PRNewswire/ -- Anywhere Real
Estate Inc. (NYSE: HOUS) ("Anywhere" or the "Company"), a global
leader in residential real estate services, today reported
financial results for the third quarter ended September 30, 2024.
"I am proud of our third quarter performance as Anywhere
delivered strong Operating EBITDA and free cash flow, invested
meaningfully in the business for future growth, gained luxury
share, and strengthened our balance sheet," said Ryan Schneider, Anywhere president and CEO.
"Anywhere stands out because of our strategic strengths and
profitability, along with our outstanding affiliated agents,
franchisees, and employees who continue to deliver great value to
consumers as we move real estate to what's next."
"Anywhere delivered differentiated profitability, optimized our
balance sheet, and drove efficiencies to fuel even greater
financial octane and flexibility for the future," said Charlotte Simonelli, Anywhere executive vice
president, chief financial officer, and treasurer. "We are
capitalizing on this moment to accelerate our strategic progress,
invest in our future, and set Anywhere up for growth and further
competitive differentiation as the housing market improves."
Third Quarter 2024 Highlights
- Generated Revenue of $1.5
billion, a decrease of 3% year-over-year.
- Combined closed transaction volume remained flat year-over-year
in the third quarter with units down about 5% and price up 6%.
- Our strength in luxury continued as our Corcoran and Sotheby's
International Realty brands outperformed the market, with 5%
transaction volume growth in the third quarter, including growing
our luxury unit share year-over-year.
- Reported Net Income of $7 million
decreased $122 million primarily
driven by lapping gains on the early extinguishment of debt which
were $7 million during the third
quarter of 2024 compared to $169
million during the same period last year. Adjusted Net
Income of $6 million decreased
$11 million versus 2023 (See Table
1a).
- Operating EBITDA of $94 million,
a $13 million decrease year-over-year
(See Table 5a).
- Realized cost savings of approximately $30 million and on track to realize full year
cost savings of $120 million.
- Agent commission splits in the third quarter were up 15 basis
points year-over-year to 80.4%, but down versus the prior quarter.
It is the 10th straight quarter of stable commission splits at
approximately 80%.
- Free Cash Flow of $99 million
versus $95 million for the
corresponding quarter last year (See Table 7).
- The Company repaid its $196
million Term Loan A and repurchased $26 million of unsecured notes for $19 million, capturing $7
million of discount.
- The Company's preliminary October
2024 closed transaction volume was up approximately 9%
year-over-year and October open transaction volume, which
represents new contracts and future closings, was up approximately
16% year-over-year. These preliminary October results on open and
closed volumes have been adjusted to reflect like-for-like number
of business days. October 2024
included one more business day than October
2023.
- The Anywhere AI-enhanced marketing platform, Listing Concierge,
won the Inman AI Award for Best Use of AI by a Brokerage in
October 2024.
- Anywhere was recognized in October
2024 by Forbes as a World's Best Employer for the fourth
consecutive year.
Third Quarter 2024 Financial Highlights
The following table sets forth the Company's financial
highlights for the periods presented (in millions, except per share
data) (unaudited):
|
Three Months Ended
September 30,
|
|
2024
|
|
2023
|
|
Change
|
|
%
Change
|
|
Revenue
|
$
1,535
|
|
$
1,584
|
|
$
(49)
|
|
(3) %
|
|
Operating EBITDA
1
|
94
|
|
107
|
|
(13)
|
|
(12)
|
|
Net income attributable
to Anywhere
|
7
|
|
129
|
|
(122)
|
|
(95)
|
|
Adjusted net income
2
|
6
|
|
17
|
|
(11)
|
|
(65)
|
|
Earnings per
share
|
0.06
|
|
1.17
|
|
(1.11)
|
|
(95)
|
|
Free Cash Flow
3
|
99
|
|
95
|
|
4
|
|
4
|
|
Net cash provided by
operating activities
|
$
120
|
|
$
145
|
|
$
(25)
|
|
(17) %
|
|
|
|
|
|
|
|
|
|
Select Key
Drivers
|
|
|
|
|
|
|
|
|
Anywhere Brands -
Franchise Group 4
5
|
|
|
|
|
|
|
|
|
Closed homesale
sides
|
189,833
|
|
200,619
|
|
|
|
(5) %
|
|
Average homesale
price
|
$ 502,512
|
|
$ 470,818
|
|
|
|
7 %
|
|
Anywhere Advisors -
Owned Brokerage Group 5
|
|
|
|
|
|
|
|
|
Closed homesale
sides
|
67,625
|
|
71,794
|
|
|
|
(6) %
|
|
Average homesale
price
|
$ 741,623
|
|
$ 712,232
|
|
|
|
4 %
|
|
Anywhere Integrated
Services - Title Group
|
|
|
|
|
|
|
|
|
Purchase title and
closing units
|
27,631
|
|
28,453
|
|
|
|
(3) %
|
|
Refinance title and
closing units
|
2,661
|
|
2,304
|
|
|
|
15 %
|
|
|
|
|
|
|
|
|
|
|
Footnotes:
|
|
1 See
Table 5a for a reconciliation of Net income attributable to
Anywhere to Operating EBITDA. Operating EBITDA is defined as net
income (loss) adjusted for depreciation and amortization, interest
expense, net (excluding relocation services interest for
securitization assets and securitization obligations), income
taxes, and certain non-core items. Non-core items include
restructuring charges, former parent legacy items, gains or losses
on the early extinguishment of debt, impairments, and gains or
losses on discontinued operations or the sale of businesses,
investments or other assets.
|
|
2 See
Table 1a for a reconciliation of Net income attributable to
Anywhere to Adjusted net income. Adjusted net income (loss) is
defined as net income (loss) before mark-to-market interest rate
swap adjustments, former parent legacy items, restructuring
charges, (gain) loss on the early extinguishment of debt,
impairments, (gain) loss on the sale of businesses, investments or
other assets and the tax effect of the foregoing
adjustments.
|
|
3 See
Table 7 for a reconciliation of Net income attributable to Anywhere
to Free Cash Flow. Free Cash Flow is defined as net income (loss)
attributable to Anywhere before income tax expense (benefit),
income tax payments, net interest expense, cash interest payments,
depreciation and amortization, capital expenditures, restructuring
costs and former parent legacy costs (benefits), net of payments,
impairments, (gain) loss on the sale of businesses, investments or
other assets, (gain) loss on the early extinguishment of debt,
working capital adjustments and relocation receivables (assets),
net of change in securitization obligations.
|
|
4 Includes all franchisees
except for Owned Brokerage Group.
|
|
5 In
the quarter ended September 30, 2024, the Company's combined
homesale transaction volume (transaction sides multiplied by
average sale price) remained flat compared with the third quarter
of 2023.
|
2024 Financial Estimates
The Company is expecting to realize $120
million in cost savings in 2024.
The Company expects its Free Cash Flow excluding one-time items
to be approximately $100 million in
2024. The one-time items are estimated to be approximately
$60 million, and consist of a
$20 million payment towards our antitrust litigation
settlement and approximately $39
million for a 1999 Cendant legacy tax matter.
The antitrust litigation settlement totaled $83.5 million, $10
million of which was paid in the fourth quarter of 2023 and
$20 million of which was paid in the second quarter of 2024.
The remaining $53.5 million will be
due when appeals are resolved, the timing of which is uncertain. We
currently expect the payment to occur no earlier than mid-2025.
The approximately $39 million 1999
Cendant legacy tax matter will be due once statutory notice is
received, which we have assumed will occur in 2024.
For further discussion of these matters, see our SEC periodic
reports, including the Form 10-Q we filed this morning.
These estimates are subject to, among other things,
macroeconomic and housing market uncertainties, including those
related to rising inflation, declining affordability and
constrained inventory as well as competitive, litigation and
regulatory uncertainties. In addition, our free cash flow estimates
do not include any potential financial impact relating to the
implementation of industry settlement practice changes, which
remain uncertain.
Balance Sheet
Total corporate debt, including the short-term portion, net of
cash and cash equivalents (net corporate debt), totaled
$2.5 billion at September 30,
2024. The Company ended the quarter with cash and cash equivalents
of $102 million. The Company's Senior
Secured Leverage Ratio was 1.32x at September 30, 2024 (see
Table 8a). The Company's Net Debt Leverage Ratio was 7.4x at
September 30, 2024 (see Table 8b).
On August 30, 2024, the Company
repaid the entire outstanding principal amount of approximately
$196 million along with accrued
interest under the Term Loan A Facility, as amended, with a
combination of cash on hand and borrowings from our Revolving
Credit Facility.
During the third quarter of 2024, the Company repurchased a
total of $26 million of its Unsecured
Notes at an aggregate purchase price of $19
million, plus accrued interest to the respective repurchase
dates.
As of November 5, 2024 the Company had $555 million of outstanding borrowings under its
Revolving Credit Facility.
A consolidated balance sheet is included as Table 2 of this
press release.
Investor Conference Call
Today, November 7, at 8:30 a.m.
(ET), Anywhere will hold a conference call via webcast to
review its Q3 2024 results and provide a business update. The
webcast will be hosted by Ryan
Schneider, chief executive officer and president, and
Charlotte Simonelli, chief financial
officer, and will conclude with an investor Q&A period with
management.
Investors may access the conference call live via webcast at
ir.anywhere.re or by dialing (800) 715-9871 (toll free);
international participants should dial (646) 307-1963. Please dial
in at least 5 to 10 minutes prior to start time. A webcast replay
also will be available on the website.
About Anywhere Real Estate Inc.
Anywhere Real Estate Inc. (NYSE: HOUS) is moving the real estate
industry to what's next. A leader of integrated residential real
estate services, Anywhere includes franchise, brokerage,
relocation, and title and settlement businesses, as well as
mortgage and title insurance underwriter minority owned joint
ventures. The diverse Anywhere brand portfolio includes some of the
most recognized names in real estate: Better Homes and Gardens®
Real Estate, CENTURY 21®, Coldwell Banker®, Coldwell Banker
Commercial®, Corcoran®, ERA®, and Sotheby's International
Realty®. Using innovative technology, data and marketing products,
high-quality lead generation programs, and best-in-class learning
and support services, Anywhere fuels the productivity of its
approximately 182,100 independent sales agents in the U.S. and
approximately 131,600 independent sales agents in 118 other
countries and territories, helping them build stronger businesses
and best serve today's consumers. Recognized for 13 consecutive
years as one of the World's Most Ethical Companies, Anywhere has
also been designated a Great Place to Work six years in a row,
honored on the Forbes list of World's Best Employers for four
years, named one of America's Most Innovative Companies by Fortune
for two years, and featured by Newsweek as one of the World's Most
Trustworthy Companies.
Forward-Looking Statements
This press release contains "forward-looking statements,"
within the meaning of the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as: "believes",
"expects", "anticipates", "intends", "projects", "estimates",
"potential" and "plans" and similar expressions or future or
conditional verbs such as "will", "should", "would", "may" and
"could", and include statements that refer to expectations or other
characterizations of future events, circumstances or results.
Examples of forward-looking statements include the information
appearing under 2024 Financial Estimates.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
our current beliefs, expectations and assumptions regarding the
future of our business, future plans and strategies, projections,
anticipated events and trends, the economy and other future
conditions. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of Anywhere Real Estate
Inc. to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements.
The following include some, but not all, of the factors that
could affect our future results and cause actual results to differ
materially from those expressed in the forward-looking statements:
adverse developments or the absence of sustained improvement in the
U.S. residential real estate markets, either regionally or
nationally, which could include, but are not limited to, factors
that impact homesale transaction volume, such as: prolonged periods
of a high mortgage rate environment, high rates of inflation,
reduced housing affordability and increasing costs of home
ownership, a lack of housing inventory and a continued low number
of home sales; adverse developments or the absence of sustained
improvement in macroeconomic conditions (such as business, economic
or political conditions) on a global, domestic or local basis,
which could include, but are not limited to, contraction or
stagnation in the U.S. economy, geopolitical and economic
instability, including as related to foreign conflicts and supply
chain disruptions, continued or accelerated increases in inflation
and fiscal and monetary policies of the federal government;
continued or expanded scrutiny from the Department of Justice (DOJ)
on broker commissions, offers of compensation and various other
industry rules and practices; industry structure changes (including
as a result of litigation, legislative or regulatory developments
and/or consumer behavior changes) that disrupt the functioning of
the residential real estate market, including the manner in which
any broker commissions are communicated, negotiated or paid; the
impact of evolving competitive and consumer dynamics, including
meaningful decreases in the average broker commission rate,
continued erosion of the Company's share of the commission income
generated by homesale transactions, our ability to compete against
traditional and non-traditional competitors, including those that
grow via acquisition, our ability to adapt our business to changing
consumer preferences and lessening of multiple listing services
obligations that may result in more unlisted properties and less
inventory broadly available for sale; our ability to execute our
business strategy and achieve growth, including with respect to the
recruitment and retention of productive independent sales agents,
attraction and retention of franchisees, development or procurement
of products, services and technology, including the integration of
Artificial Intelligence (AI) and other machine learning,
achievement or maintenance of a beneficial cost structure and our
ability to realize the expected benefits from our existing or
future joint ventures or strategic partnerships; adverse
developments or outcomes in current or future litigation, in
particular pending antitrust litigation and litigation related to
the Telephone Consumer Protection Act (TCPA); risks related to our
substantial indebtedness, particularly heightened during industry
downturns or broader recessions, which could adversely limit our
operations, including our ability to grow our business, whether
organically or via acquisitions, adversely impact our liquidity
and/or and our ability, and any actions we may take, to refinance,
restructure or repay our indebtedness; risks related to our
business structure, including our geographic and high-end market
concentration, the operating results of our affiliated franchisees,
their ability to pay franchise and related fees and potential
claims we could face due to their actions, the continued
consolidation among our top 250 franchisees, and risks related to
our reliance on information technology to operate our business and
maintain our competitiveness; disruption in the residential real
estate brokerage industry related to listing aggregator market
power and concentration; our failure or alleged
failure to comply with laws, regulations and regulatory
interpretations and any changes or stricter interpretations of any
of the foregoing, including but not limited to (1) antitrust laws
and regulations, (2) the Real Estate Settlement Procedures Act or
other federal or state consumer protection or similar laws, (3)
state or federal employment laws or regulations that would require
reclassification of independent contractor sales agents to employee
status, (4) the TCPA, and (5) privacy or data security laws and
regulations; cybersecurity incidents; impairment of our goodwill
and other long-lived assets; the accuracy of market forecasts and
estimates; and significant fluctuation in the price of our common
stock.
Consideration should be given to the areas of risk described
above, as well as those risks set forth under the headings
"Forward-Looking Statements," "Summary of Risk Factors," "Risk
Factors" and "Legal Proceedings" in our filings with the Securities
and Exchange Commission, including our Quarterly Reports on Form
10-Q for the quarters ended March 31,
2024, June 30, 2024 and
September 30, 2024 and our Annual Report on Form 10-K for the
year ended December 31, 2023, 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. 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 except as required by
law.
Non-GAAP Financial Measures
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. See
Tables 8a, 8b and 9 for
definitions of these non-GAAP financial measures and Tables 1a, 5a,
5b, 6a, 6b, 7, 8a and 8b
for reconciliations of the historical non-GAAP financial measures
to their most comparable GAAP terms.
A reconciliation of the Company's estimate of full-year Free
Cash Flow excluding one-time items, which is a non-GAAP financial
measure, to Net income attributable to Anywhere is not provided
because of the difficulty in forecasting and quantifying the items
that would be necessary for such reconciliation. The Company also
believes that providing estimates of the amounts that would be
required to provide a reconciliation would imply a degree of
precision that would be confusing or misleading to investors. These
items are uncertain, depend on various factors and may have a
material impact on GAAP results.
|
Investor
Contacts:
|
Media
Contacts:
|
|
Alicia Swift
|
Trey Sarten
|
|
(973)
407-4669
|
(973)
407-2162
|
|
Alicia.Swift@anywhere.re
|
Trey.Sarten@anywhere.re
|
|
|
|
Tim Swanson
|
Gabriella
Chiera
|
|
(973)
407-2612
|
(973)
407-5236
|
|
Tim.Swanson@anywhere.re
|
Gabriella.Chiera@anywhere.re
|
|
Table
1
|
|
|
ANYWHERE REAL ESTATE
INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except
per share data)
(Unaudited)
|
|
|
Three Months
Ended
September 30,
|
|
Nine Months
Ended
September 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
Revenues
|
|
|
|
|
|
|
|
|
Gross commission
income
|
$
1,242
|
|
$
1,293
|
|
$
3,525
|
|
$
3,559
|
|
Service
revenue
|
156
|
|
155
|
|
434
|
|
445
|
|
Franchise
fees
|
98
|
|
99
|
|
269
|
|
270
|
|
Other
|
39
|
|
37
|
|
102
|
|
112
|
|
Net revenues
|
1,535
|
|
1,584
|
|
4,330
|
|
4,386
|
|
Expenses
|
|
|
|
|
|
|
|
|
Commission and other
agent-related costs
|
998
|
|
1,037
|
|
2,832
|
|
2,852
|
|
Operating
|
287
|
|
284
|
|
845
|
|
869
|
|
Marketing
|
51
|
|
56
|
|
143
|
|
161
|
|
General and
administrative
|
111
|
|
104
|
|
303
|
|
331
|
|
Former parent legacy
(benefit) cost, net
|
(1)
|
|
—
|
|
1
|
|
17
|
|
Restructuring costs,
net
|
6
|
|
9
|
|
24
|
|
40
|
|
Impairments
|
1
|
|
3
|
|
9
|
|
11
|
|
Depreciation and
amortization
|
48
|
|
50
|
|
151
|
|
149
|
|
Interest expense,
net
|
38
|
|
37
|
|
117
|
|
114
|
|
Gain on the early
extinguishment of debt
|
(7)
|
|
(169)
|
|
(7)
|
|
(169)
|
|
Other expense
(income), net
|
—
|
|
3
|
|
(1)
|
|
1
|
|
Total
expenses
|
1,532
|
|
1,414
|
|
4,417
|
|
4,376
|
|
Income (loss) before
income taxes, equity in earnings and noncontrolling
interests
|
3
|
|
170
|
|
(87)
|
|
10
|
|
Income tax expense
(benefit)
|
2
|
|
45
|
|
(15)
|
|
7
|
|
Equity in earnings of
unconsolidated entities
|
(6)
|
|
(4)
|
|
(8)
|
|
(7)
|
|
Net income
(loss)
|
7
|
|
129
|
|
(64)
|
|
10
|
|
Less: Net income
attributable to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
Net income (loss)
attributable to Anywhere
|
$
7
|
|
$
129
|
|
$
(64)
|
|
$
10
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per
share attributable to Anywhere shareholders:
|
|
Basic earnings (loss)
per share
|
$
0.06
|
|
$
1.17
|
|
$
(0.58)
|
|
$
0.09
|
|
Diluted earnings
(loss) per share
|
$
0.06
|
|
$
1.15
|
|
$
(0.58)
|
|
$
0.09
|
|
Weighted average
common and common equivalent shares of Anywhere
outstanding:
|
|
Basic
|
111.3
|
|
110.5
|
|
111.1
|
|
110.2
|
|
Diluted
|
112.2
|
|
112.1
|
|
111.1
|
|
111.6
|
|
Table
1a
|
|
|
ANYWHERE REAL ESTATE
INC.
NON-GAAP
RECONCILIATION
ADJUSTED NET INCOME
(LOSS)
(In millions, except
per share data)
|
|
|
Set forth in the table
below is a reconciliation of Net income (loss) attributable to
Anywhere to Adjusted net income (loss) as defined in Table 9 for
the three and nine months ended September 30, 2024 and
2023:
|
|
|
Three Months
Ended
September 30,
|
|
Nine Months
Ended
September 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
Net income (loss)
attributable to Anywhere
|
$
7
|
|
$
129
|
|
$
(64)
|
|
$
10
|
|
Addback:
|
|
|
|
|
|
|
|
|
Former parent legacy
(benefit) cost, net (a)
|
(1)
|
|
—
|
|
1
|
|
17
|
|
Restructuring costs,
net
|
6
|
|
9
|
|
24
|
|
40
|
|
Impairments
|
1
|
|
3
|
|
9
|
|
11
|
|
Gain on the early
extinguishment of debt (b)
|
(7)
|
|
(169)
|
|
(7)
|
|
(169)
|
|
Loss on the sale of
businesses, investments or other assets, net
|
—
|
|
3
|
|
—
|
|
2
|
|
Adjustments for tax
effect (c)
|
—
|
|
42
|
|
(7)
|
|
27
|
|
Adjusted net income
(loss) attributable to Anywhere
|
$
6
|
|
$
17
|
|
$
(44)
|
|
$
(62)
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Former parent legacy
items relate to a legacy tax matter.
|
|
(b)
|
The gain on the early
extinguishment of debt relates to the repurchases of Unsecured
Notes in 2024, as well as the debt exchange transactions and open
market debt repurchases in 2023.
|
|
(c)
|
Reflects tax effect of
adjustments at the Company's blended state and federal statutory
rate.
|
|
Table
2
|
|
|
ANYWHERE REAL ESTATE
INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(In millions, except
share data)
(Unaudited)
|
|
|
September
30,
2024
|
|
December 31,
2023
|
|
ASSETS
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
$
102
|
|
$
106
|
|
Restricted
cash
|
4
|
|
13
|
|
Trade receivables (net
of allowance for doubtful accounts of $17 and $18)
|
124
|
|
105
|
|
Relocation
receivables
|
199
|
|
138
|
|
Other current
assets
|
219
|
|
218
|
|
Total current
assets
|
648
|
|
580
|
|
Property and equipment,
net
|
248
|
|
280
|
|
Operating lease assets,
net
|
346
|
|
380
|
|
Goodwill
|
2,499
|
|
2,499
|
|
Trademarks
|
586
|
|
586
|
|
Franchise agreements,
net
|
837
|
|
887
|
|
Other intangibles,
net
|
111
|
|
127
|
|
Other non-current
assets
|
473
|
|
500
|
|
Total
assets
|
$
5,748
|
|
$
5,839
|
|
LIABILITIES AND
EQUITY
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts
payable
|
$
102
|
|
$
99
|
|
Securitization
obligations
|
148
|
|
115
|
|
Current portion of
long-term debt
|
500
|
|
307
|
|
Current portion of
operating lease liabilities
|
114
|
|
113
|
|
Accrued expenses and
other current liabilities
|
583
|
|
573
|
|
Total current
liabilities
|
1,447
|
|
1,207
|
|
Long-term
debt
|
2,030
|
|
2,235
|
|
Long-term operating
lease liabilities
|
291
|
|
333
|
|
Deferred income
taxes
|
190
|
|
207
|
|
Other non-current
liabilities
|
164
|
|
176
|
|
Total
liabilities
|
4,122
|
|
4,158
|
|
Commitments and
contingencies
|
|
|
|
|
Equity:
|
|
|
|
|
Anywhere preferred
stock: $0.01 par value; 50,000,000 shares authorized, none
issued
and outstanding at September 30, 2024 and December 31,
2023
|
—
|
|
—
|
|
Anywhere common stock:
$0.01 par value; 400,000,000 shares authorized, 111,258,655
shares issued and outstanding at September 30, 2024 and
110,488,093 shares issued
and outstanding at December 31, 2023
|
1
|
|
1
|
|
Additional paid-in
capital
|
4,822
|
|
4,813
|
|
Accumulated
deficit
|
(3,155)
|
|
(3,091)
|
|
Accumulated other
comprehensive loss
|
(44)
|
|
(44)
|
|
Total stockholders'
equity
|
1,624
|
|
1,679
|
|
Noncontrolling
interests
|
2
|
|
2
|
|
Total
equity
|
1,626
|
|
1,681
|
|
Total liabilities
and equity
|
$
5,748
|
|
$
5,839
|
|
Table
3
|
|
|
ANYWHERE REAL ESTATE
INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In
millions)
(Unaudited)
|
|
|
Nine Months Ended
September 30,
|
|
2024
|
|
2023
|
|
Operating
Activities
|
|
|
|
|
Net (loss)
income
|
$
(64)
|
|
$
10
|
|
Adjustments to
reconcile net (loss) income to net cash provided by operating
activities:
|
|
|
|
Depreciation and
amortization
|
151
|
|
149
|
|
Deferred income
taxes
|
(17)
|
|
(30)
|
|
Impairments
|
9
|
|
11
|
|
Amortization of
deferred financing costs and debt premium
|
6
|
|
6
|
|
Gain on the early
extinguishment of debt
|
(7)
|
|
(169)
|
|
Loss on the sale of
businesses, investments or other assets, net
|
—
|
|
2
|
|
Equity in earnings of
unconsolidated entities
|
(8)
|
|
(7)
|
|
Stock-based
compensation
|
12
|
|
12
|
|
Other adjustments to
net (loss) income
|
(3)
|
|
(3)
|
|
Net change in assets
and liabilities, excluding the impact of acquisitions and
dispositions:
|
|
Trade
receivables
|
(19)
|
|
65
|
|
Relocation
receivables
|
(61)
|
|
6
|
|
Other
assets
|
69
|
|
71
|
|
Accounts payable,
accrued expenses and other liabilities
|
(18)
|
|
12
|
|
Dividends received from
unconsolidated entities
|
2
|
|
3
|
|
Other, net
|
(15)
|
|
(13)
|
|
Net cash provided by
operating activities
|
37
|
|
125
|
|
Investing
Activities
|
|
|
|
|
Property and equipment
additions
|
(54)
|
|
(52)
|
|
Payments for
acquisitions, net of cash acquired
|
—
|
|
(1)
|
|
Net proceeds from the
sale of businesses
|
—
|
|
8
|
|
Investment in
unconsolidated entities
|
—
|
|
(1)
|
|
Proceeds from the sale
of investments in unconsolidated entities
|
—
|
|
6
|
|
Other, net
|
—
|
|
1
|
|
Net cash used in
investing activities
|
(54)
|
|
(39)
|
|
Financing
Activities
|
|
|
|
|
Net change in Revolving
Credit Facility
|
215
|
|
(50)
|
|
Repayment of Term Loan
A Facility
|
(194)
|
|
—
|
|
Proceeds from issuance
of Senior Secured Second Lien Notes
|
—
|
|
640
|
|
Repurchases and
redemption of Senior Notes
|
(19)
|
|
(688)
|
|
Amortization payments
on term loan facilities
|
(12)
|
|
(11)
|
|
Net change in
securitization obligations
|
33
|
|
7
|
|
Debt issuance
costs
|
—
|
|
(13)
|
|
Cash paid for fees
associated with early extinguishment of debt
|
—
|
|
(2)
|
|
Taxes paid related to
net share settlement for stock-based compensation
|
(3)
|
|
(4)
|
|
Other, net
|
(17)
|
|
(25)
|
|
Net cash provided by
(used in) financing activities
|
3
|
|
(146)
|
|
Effect of changes in
exchange rates on cash, cash equivalents and restricted
cash
|
1
|
|
—
|
|
Net decrease in cash,
cash equivalents and restricted cash
|
(13)
|
|
(60)
|
|
Cash, cash equivalents
and restricted cash, beginning of period
|
119
|
|
218
|
|
Cash, cash
equivalents and restricted cash, end of period
|
$
106
|
|
$
158
|
|
|
|
|
|
Supplemental
Disclosure of Cash Flow Information
|
|
|
|
|
Interest payments
(including securitization interest of $8 and $10
respectively)
|
$
111
|
|
$
135
|
|
Income tax payments,
net
|
1
|
|
4
|
|
Table
4a
|
|
|
ANYWHERE REAL ESTATE
INC.
2024 vs. 2023 KEY
DRIVERS
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2024
|
|
2023
|
|
%
Change
|
|
2024
|
|
2023
|
|
%
Change
|
|
Anywhere Brands -
Franchise Group (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
Closed homesale
sides
|
189,833
|
|
200,619
|
|
(5) %
|
|
528,980
|
|
555,038
|
|
(5) %
|
|
Average homesale
price
|
$
502,512
|
|
$
470,818
|
|
7 %
|
|
$
495,176
|
|
$
462,826
|
|
7 %
|
|
Average homesale broker
commission rate
|
2.41 %
|
|
2.45 %
|
|
(4) bps
|
|
2.42 %
|
|
2.45 %
|
|
(3) bps
|
|
Net royalty per
side
|
$ 456
|
|
$ 442
|
|
3 %
|
|
$ 448
|
|
$ 432
|
|
4 %
|
|
Anywhere Advisors -
Owned Brokerage Group
|
|
|
|
|
|
|
|
|
|
|
|
|
Closed homesale
sides
|
67,625
|
|
71,794
|
|
(6) %
|
|
190,033
|
|
201,097
|
|
(6) %
|
|
Average homesale
price
|
$
741,623
|
|
$
712,232
|
|
4 %
|
|
$
745,884
|
|
$
698,195
|
|
7 %
|
|
Average homesale broker
commission rate
|
2.36 %
|
|
2.41 %
|
|
(5) bps
|
|
2.37 %
|
|
2.42 %
|
|
(5) bps
|
|
Gross commission income
per side
|
$
18,376
|
|
$
18,013
|
|
2 %
|
|
$
18,551
|
|
$
17,699
|
|
5 %
|
|
Anywhere Integrated
Services - Title Group
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase title and
closing units
|
27,631
|
|
28,453
|
|
(3) %
|
|
78,772
|
|
80,338
|
|
(2) %
|
|
Refinance title and
closing units
|
2,661
|
|
2,304
|
|
15 %
|
|
7,080
|
|
6,810
|
|
4 %
|
|
Average fee per closing
unit
|
$
3,361
|
|
$
3,187
|
|
5 %
|
|
$
3,313
|
|
$
3,176
|
|
4 %
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Includes all
franchisees except for Owned Brokerage Group.
|
|
Table
4b
|
|
|
ANYWHERE REAL ESTATE
INC.
2023 KEY
DRIVERS
|
|
|
Quarter
Ended
|
Year
Ended
|
|
March 31,
2023
|
|
June 30,
2023
|
|
September
30,
2023
|
|
December 31,
2023
|
|
December 31,
2023
|
|
Anywhere Brands -
Franchise Group (a)
|
|
|
|
|
|
|
|
|
|
|
Closed homesale
sides
|
150,491
|
|
203,928
|
|
200,619
|
|
165,815
|
|
720,853
|
|
Average homesale
price
|
$ 437,964
|
|
$ 473,312
|
|
$ 470,818
|
|
$ 460,438
|
|
$ 462,277
|
|
Average homesale broker
commission rate
|
2.46 %
|
|
2.46 %
|
|
2.45 %
|
|
2.45 %
|
|
2.45 %
|
|
Net royalty per
side
|
$
392
|
|
$
451
|
|
$
442
|
|
$
429
|
|
$
431
|
|
Anywhere Advisors -
Owned Brokerage Group
|
|
|
|
|
|
|
|
|
|
|
Closed homesale
sides
|
53,797
|
|
75,506
|
|
71,794
|
|
57,546
|
|
258,643
|
|
Average homesale
price
|
$ 663,223
|
|
$ 709,764
|
|
$ 712,232
|
|
$ 692,791
|
|
$ 696,992
|
|
Average homesale broker
commission rate
|
2.41 %
|
|
2.43 %
|
|
2.41 %
|
|
2.42 %
|
|
2.42 %
|
|
Gross commission income
per side
|
$
16,776
|
|
$
18,059
|
|
$
18,013
|
|
$
17,558
|
|
$
17,668
|
|
Anywhere Integrated
Services - Title Group
|
|
|
|
|
|
|
|
|
|
|
Purchase title and
closing units
|
21,749
|
|
30,136
|
|
28,453
|
|
22,629
|
|
102,967
|
|
Refinance title and
closing units
|
2,198
|
|
2,308
|
|
2,304
|
|
2,040
|
|
8,850
|
|
Average fee per closing
unit
|
$ 3,129
|
|
$ 3,202
|
|
$ 3,187
|
|
$ 3,216
|
|
$ 3,185
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Includes all
franchisees except for Owned Brokerage Group.
|
|
Table
5a
|
|
|
ANYWHERE REAL ESTATE
INC.
NON-GAAP
RECONCILIATION - OPERATING EBITDA
THREE MONTHS ENDED
SEPTEMBER 30, 2024 AND 2023
(In
millions)
|
|
|
Set forth in the table
below is a reconciliation of Net income attributable to
Anywhere to Operating EBITDA as defined in Table 9 for the
three-month periods ended September 30, 2024 and
2023:
|
|
|
Three Months Ended
September 30,
|
|
2024
|
|
2023
|
|
Net income attributable
to Anywhere
|
$
7
|
|
$
129
|
|
Income tax
expense
|
2
|
|
45
|
|
Income before income
taxes
|
9
|
|
174
|
|
Add: Depreciation
and amortization
|
48
|
|
50
|
|
Interest expense,
net
|
38
|
|
37
|
|
Restructuring costs,
net (a)
|
6
|
|
9
|
|
Impairments
(b)
|
1
|
|
3
|
|
Former parent legacy
benefit, net (c)
|
(1)
|
|
—
|
|
Gain on the early
extinguishment of debt (d)
|
(7)
|
|
(169)
|
|
Loss on the sale of
businesses, investments or other assets, net
|
—
|
|
3
|
|
Operating
EBITDA
|
$
94
|
|
$
107
|
|
The following table
reflects Revenue, Operating EBITDA and Operating EBITDA margin,
both as defined in Table 9, by reportable segments:
|
|
|
Revenues
(e)
|
|
$
Change
|
|
%
Change
|
|
Operating
EBITDA
|
|
$
Change
|
|
%
Change
|
|
Operating
EBITDA Margin
|
|
Change
|
|
2024
|
|
2023
|
|
|
|
2024
|
|
2023
|
|
|
|
2024
|
|
2023
|
|
|
Franchise
Group
|
$ 267
|
|
$ 271
|
|
$ (4)
|
|
(1) %
|
|
$ 151
|
|
$ 155
|
|
$ (4)
|
|
(3) %
|
|
57 %
|
|
57 %
|
|
—
|
|
Owned Brokerage
Group
|
1,258
|
|
1,309
|
|
(51)
|
|
(4)
|
|
(11)
|
|
(8)
|
|
(3)
|
|
(38)
|
|
(1)
|
|
(1)
|
|
—
|
|
Title Group
|
96
|
|
93
|
|
3
|
|
3
|
|
1
|
|
2
|
|
(1)
|
|
(50)
|
|
1
|
|
2
|
|
(1)
|
|
Corporate and
Other
|
(86)
|
|
(89)
|
|
3
|
|
(e)
|
|
(47)
|
|
(42)
|
|
(5)
|
|
(12)
|
|
|
|
|
|
|
|
Total
Company
|
$
1,535
|
|
$
1,584
|
|
$
(49)
|
|
(3) %
|
|
$ 94
|
|
$ 107
|
|
$
(13)
|
|
(12) %
|
|
6 %
|
|
7 %
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Restructuring charges
incurred for the three months ended September 30, 2024 include $1
million at Franchise Group, $3 million at Owned Brokerage Group and
$2 million at Corporate and Other. Restructuring charges incurred
for the three months ended September 30, 2023 include $2 million at
Franchise Group, $5 million at Owned Brokerage Group, $1 million at
Title Group and $1 million at Corporate and Other.
|
|
(b)
|
Non-cash impairments
primarily related to leases.
|
|
(c)
|
Former parent legacy
items are recorded in Corporate and Other.
|
|
(d)
|
Gain on the early
extinguishment of debt is recorded in Corporate and Other. The gain
on the early extinguishment of debt relates to the repurchases of
Unsecured Notes that occurred during the third quarter of 2024, as
well as the debt exchange transactions and open market repurchases
that occurred during the third quarter of 2023.
|
|
(e)
|
Revenues include the
elimination of transactions between segments, which consists of
intercompany royalties and marketing fees paid by Owned Brokerage
Group of $86 million and $89 million during the three months ended
September 30, 2024 and 2023, respectively, and are eliminated
through the Corporate and Other line.
|
|
Table
5b
|
|
|
ANYWHERE REAL ESTATE
INC.
NON-GAAP
RECONCILIATION - OPERATING EBITDA
NINE MONTHS ENDED
SEPTEMBER 30, 2024 AND 2023
(In
millions)
|
|
|
Set forth in the table
below is a reconciliation of Net (loss) income attributable to
Anywhere to Operating EBITDA as defined in Table 9 for the
nine-month periods ended September 30, 2024 and
2023:
|
|
Nine Months Ended
September 30,
|
|
2024
|
|
2023
|
|
Net (loss) income
attributable to Anywhere
|
$
(64)
|
|
$
10
|
|
Income tax (benefit)
expense
|
(15)
|
|
7
|
|
(Loss) income before
income taxes
|
(79)
|
|
17
|
|
Add: Depreciation
and amortization
|
151
|
|
149
|
|
Interest expense,
net
|
117
|
|
114
|
|
Restructuring costs,
net (a)
|
24
|
|
40
|
|
Impairments
(b)
|
9
|
|
11
|
|
Former parent legacy
cost, net (c)
|
1
|
|
17
|
|
Gain on the early
extinguishment of debt (d)
|
(7)
|
|
(169)
|
|
Loss on the sale of
businesses, investments or other assets, net
|
—
|
|
2
|
|
Operating
EBITDA
|
$
216
|
|
$
181
|
|
The following table
reflects Revenue, Operating EBITDA and Operating EBITDA margin,
both as defined in Table 9, by reportable segments:
|
|
|
Revenues
(e)
|
|
$
Change
|
|
%
Change
|
|
Operating
EBITDA
|
|
$
Change
|
|
%
Change
|
|
Operating
EBITDA Margin
|
|
Change
|
|
2024
|
|
2023
|
|
|
|
2024
|
|
2023
|
|
|
|
2024
|
|
2023
|
|
|
Franchise
Group
|
$ 732
|
|
$ 762
|
|
$ (30)
|
|
(4) %
|
|
$ 399
|
|
$ 416
|
|
$
(17)
|
|
(4) %
|
|
55 %
|
|
55 %
|
|
—
|
|
Owned Brokerage
Group
|
3,570
|
|
3,604
|
|
(34)
|
|
(1)
|
|
(66)
|
|
(93)
|
|
27
|
|
29
|
|
(2)
|
|
(3)
|
|
1
|
|
Title Group
|
270
|
|
265
|
|
5
|
|
2
|
|
(5)
|
|
(5)
|
|
—
|
|
—
|
|
(2)
|
|
(2)
|
|
—
|
|
Corporate and
Other
|
(242)
|
|
(245)
|
|
3
|
|
(e)
|
|
(112)
|
|
(137)
|
|
25
|
|
18
|
|
|
|
|
|
|
|
Total
Company
|
$
4,330
|
|
$
4,386
|
|
$ (56)
|
|
(1) %
|
|
$ 216
|
|
$ 181
|
|
$ 35
|
|
19 %
|
|
5 %
|
|
4 %
|
|
1
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Restructuring charges
incurred for the nine months ended September 30, 2024 include $4
million at Franchise Group, $10 million at Owned Brokerage Group,
$1 million at Title Group and $9 million at Corporate and Other.
Restructuring charges incurred for the nine months ended September
30, 2023 include $8 million at Franchise Group, $23 million at
Owned Brokerage Group, $2 million at Title Group and $7 million at
Corporate and Other.
|
|
(b)
|
Non-cash impairments
primarily related to leases and other assets.
|
|
(c)
|
Former parent legacy
items are recorded in Corporate and Other and relate to a legacy
tax matter.
|
|
(d)
|
Gain on the early
extinguishment of debt is recorded in Corporate and Other. The gain
on the early extinguishment of debt relates to the repurchases of
Unsecured Notes that occurred during the third quarter of 2024, as
well as the debt exchange transactions and open market repurchases
that occurred during the third quarter of 2023.
|
|
(e)
|
Revenues include the
elimination of transactions between segments, which consists of
intercompany royalties and marketing fees paid by Owned Brokerage
Group of $242 million and $245 million during the nine months ended
September 30, 2024 and 2023, respectively, and are eliminated
through the Corporate and Other line.
|
|
Table
6a
|
|
|
ANYWHERE REAL ESTATE
INC.
SELECTED 2024
FINANCIAL DATA
(In
millions)
|
|
|
Three Months
Ended
|
|
March
31,
|
|
June
30,
|
|
September
30,
|
|
2024
|
|
2024
|
|
2024
|
|
Net revenues
(a)
|
|
|
|
|
|
|
Franchise
Group
|
$
200
|
|
$
265
|
|
$
267
|
|
Owned Brokerage
Group
|
919
|
|
1,393
|
|
1,258
|
|
Title Group
|
71
|
|
103
|
|
96
|
|
Corporate and
Other
|
(64)
|
|
(92)
|
|
(86)
|
|
Total
Company
|
$
1,126
|
|
$
1,669
|
|
$
1,535
|
|
|
|
|
|
|
|
Operating
EBITDA
|
|
|
|
|
|
|
Franchise
Group
|
$
89
|
|
$
159
|
|
$
151
|
|
Owned Brokerage
Group
|
(59)
|
|
4
|
|
(11)
|
|
Title Group
|
(15)
|
|
9
|
|
1
|
|
Corporate and
Other
|
(32)
|
|
(33)
|
|
(47)
|
|
Total
Company
|
$
(17)
|
|
$
139
|
|
$
94
|
|
|
|
|
|
|
|
Non-GAAP
Reconciliation - Operating EBITDA
|
|
|
|
|
|
|
Total Company Operating
EBITDA
|
$
(17)
|
|
$
139
|
|
$
94
|
|
|
|
|
|
|
|
Less:
Depreciation and amortization
|
55
|
|
48
|
|
48
|
|
Interest expense,
net
|
39
|
|
40
|
|
38
|
|
Income tax (benefit)
expense
|
(28)
|
|
11
|
|
2
|
|
Restructuring costs,
net (b)
|
11
|
|
7
|
|
6
|
|
Impairments
(c)
|
6
|
|
2
|
|
1
|
|
Former parent legacy
cost (benefit), net (d)
|
1
|
|
1
|
|
(1)
|
|
Gain on the early
extinguishment of debt (e)
|
—
|
|
—
|
|
(7)
|
|
Net (loss) income
attributable to Anywhere
|
$
(101)
|
|
$
30
|
|
$
7
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Transactions between
segments are eliminated in consolidation. Revenues for Franchise
Group include intercompany royalties and marketing fees paid by
Owned Brokerage Group of $64 million, $92 million and $86 million
for the three months ended March 31, 2024, June 30, 2024 and
September 30, 2024, respectively. Such amounts are eliminated
through the Corporate and Other line.
|
|
(b)
|
Includes restructuring
charges broken down by business unit as follows:
|
|
Three Months
Ended
|
|
March
31,
|
|
June
30,
|
|
September
30,
|
|
2024
|
|
2024
|
|
2024
|
|
Franchise
Group
|
$
1
|
|
$
2
|
|
$
1
|
|
Owned Brokerage
Group
|
6
|
|
1
|
|
3
|
|
Title Group
|
—
|
|
1
|
|
—
|
|
Corporate and
Other
|
4
|
|
3
|
|
2
|
|
Total
Company
|
$
11
|
|
$
7
|
|
$
6
|
|
|
|
(c)
|
Non-cash impairments
primarily related to leases and other assets.
|
|
(d)
|
Former parent legacy
items are recorded in Corporate and Other and relate to a legacy
tax matter.
|
|
(e)
|
Gain on the early
extinguishment of debt is recorded in Corporate and Other and
relates to the repurchases of Unsecured Notes.
|
|
Table
6b
|
|
|
|
ANYWHERE REAL ESTATE
INC.
SELECTED 2023
FINANCIAL DATA
(In
millions)
|
|
Three Months
Ended
|
|
Year
Ended
|
|
March
31,
|
|
June
30,
|
|
September
30,
|
|
December
31,
|
|
December
31,
|
|
2023
|
|
2023
|
|
2023
|
|
2023
|
|
2023
|
|
Net revenues
(a)
|
|
|
|
|
|
|
|
|
|
|
Franchise
Group
|
$
207
|
|
$
284
|
|
$
271
|
|
$
221
|
|
$
983
|
|
Owned Brokerage
Group
|
915
|
|
1,380
|
|
1,309
|
|
1,024
|
|
4,628
|
|
Title Group
|
72
|
|
100
|
|
93
|
|
75
|
|
340
|
|
Corporate and
Other
|
(63)
|
|
(93)
|
|
(89)
|
|
(70)
|
|
(315)
|
|
Total
Company
|
$
1,131
|
|
$
1,671
|
|
$
1,584
|
|
$
1,250
|
|
$
5,636
|
|
|
|
|
|
|
|
|
|
|
|
Operating
EBITDA
|
|
|
|
|
|
|
|
|
|
|
Franchise
Group
|
$
97
|
|
$
164
|
|
$
155
|
|
$
111
|
|
$
527
|
|
Owned Brokerage
Group
|
(75)
|
|
(10)
|
|
(8)
|
|
(51)
|
|
(144)
|
|
Title Group
|
(17)
|
|
10
|
|
2
|
|
(12)
|
|
(17)
|
|
Corporate and
Other
|
(57)
|
|
(38)
|
|
(42)
|
|
(29)
|
|
(166)
|
|
Total
Company
|
$
(52)
|
|
$
126
|
|
$
107
|
|
$
19
|
|
$
200
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Reconciliation - Operating EBITDA
|
|
|
|
|
|
|
|
|
|
|
Total Company Operating
EBITDA
|
$
(52)
|
|
$
126
|
|
$
107
|
|
$
19
|
|
$
200
|
|
|
|
|
|
|
|
|
|
|
|
Less:
Depreciation and amortization
|
50
|
|
49
|
|
50
|
|
47
|
|
196
|
|
Interest expense,
net
|
38
|
|
39
|
|
37
|
|
37
|
|
151
|
|
Income tax (benefit)
expense
|
(46)
|
|
8
|
|
45
|
|
(22)
|
|
(15)
|
|
Restructuring costs,
net (b)
|
25
|
|
6
|
|
9
|
|
9
|
|
49
|
|
Impairments
(c)
|
4
|
|
4
|
|
3
|
|
54
|
|
65
|
|
Former parent legacy
cost, net (d)
|
16
|
|
1
|
|
—
|
|
1
|
|
18
|
|
Gain on the early
extinguishment of debt (d)
|
—
|
|
—
|
|
(169)
|
|
—
|
|
(169)
|
|
(Gain) loss on the
sale of businesses, investments or other assets, net
|
(1)
|
|
—
|
|
3
|
|
—
|
|
2
|
|
Net (loss) income
attributable to Anywhere
|
$
(138)
|
|
$
19
|
|
$
129
|
|
$
(107)
|
|
$
(97)
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Transactions between
segments are eliminated in consolidation. Revenues for Franchise
Group include intercompany royalties and marketing fees paid by
Owned Brokerage Group of $63 million, $93 million, $89 million and
$70 million for the three months ended March 31, 2023, June 30,
2023, September 30, 2023 and December 31, 2023, respectively. Such
amounts are eliminated through the Corporate and Other
line.
|
|
(b)
|
Includes restructuring
charges broken down by business unit as follows:
|
|
Three Months
Ended
|
|
Year
Ended
|
|
March
31,
|
|
June
30,
|
|
September
30,
|
|
December
31,
|
|
December
31,
|
|
2023
|
|
2023
|
|
2023
|
|
2023
|
|
2023
|
|
Franchise
Group
|
$
6
|
|
$
—
|
|
$
2
|
|
$
3
|
|
$
11
|
|
Owned Brokerage
Group
|
14
|
|
4
|
|
5
|
|
2
|
|
25
|
|
Title Group
|
—
|
|
1
|
|
1
|
|
2
|
|
4
|
|
Corporate and
Other
|
5
|
|
1
|
|
1
|
|
2
|
|
9
|
|
Total
Company
|
$
25
|
|
$
6
|
|
$
9
|
|
$
9
|
|
$
49
|
|
|
|
(c)
|
Impairments for the
three months ended March 31, 2023, June 30 2023 and September 30,
2023 primarily relate to non-cash lease asset impairments. Non-cash
impairments for the three months ended December 31, 2023 include
$25 million at Franchise Group to reduce goodwill related to
Cartus, $25 million related to franchise trademarks and $4 million
related to leases and other assets.
|
|
(d)
|
Former parent legacy
cost and Gain on the early extinguishment of debt are recorded in
Corporate and Other. Former parent legacy cost relates to a legacy
tax matter. Gain on the early extinguishment of debt relates to the
debt exchange transactions and open market repurchases that
occurred during the third quarter of 2023.
|
|
Table
6c
|
|
|
ANYWHERE REAL ESTATE
INC.
2023 CONSOLIDATED
STATEMENTS OF OPERATIONS
(In millions, except
per share data)
|
|
|
Three Months
Ended
|
|
Year
Ended
|
|
March
31,
|
|
June
30,
|
|
September
30,
|
|
December
31,
|
|
December
31,
|
|
2023
|
|
2023
|
|
2023
|
|
2023
|
|
2023
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
Gross commission
income
|
$ 903
|
|
$ 1,363
|
|
$
1,293
|
|
$
1,011
|
|
$
4,570
|
|
Service
revenue
|
127
|
|
163
|
|
155
|
|
124
|
|
569
|
|
Franchise
fees
|
69
|
|
102
|
|
99
|
|
81
|
|
351
|
|
Other
|
32
|
|
43
|
|
37
|
|
34
|
|
146
|
|
Net revenues
|
1,131
|
|
1,671
|
|
1,584
|
|
1,250
|
|
5,636
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
Commission and other
agent-related costs
|
723
|
|
1,092
|
|
1,037
|
|
812
|
|
3,664
|
|
Operating
|
286
|
|
299
|
|
284
|
|
278
|
|
1,147
|
|
Marketing
|
49
|
|
56
|
|
56
|
|
54
|
|
215
|
|
General and
administrative
|
123
|
|
104
|
|
104
|
|
91
|
|
422
|
|
Former parent legacy
cost, net
|
16
|
|
1
|
|
—
|
|
1
|
|
18
|
|
Restructuring costs,
net
|
25
|
|
6
|
|
9
|
|
9
|
|
49
|
|
Impairments
|
4
|
|
4
|
|
3
|
|
54
|
|
65
|
|
Depreciation and
amortization
|
50
|
|
49
|
|
50
|
|
47
|
|
196
|
|
Interest expense,
net
|
38
|
|
39
|
|
37
|
|
37
|
|
151
|
|
Gain on the early
extinguishment of debt
|
—
|
|
—
|
|
(169)
|
|
—
|
|
(169)
|
|
Other (income)
expense, net
|
(1)
|
|
(1)
|
|
3
|
|
(1)
|
|
—
|
|
Total
expenses
|
1,313
|
|
1,649
|
|
1,414
|
|
1,382
|
|
5,758
|
|
(Loss) income before
income taxes, equity in losses (earnings)
and noncontrolling interests
|
(182)
|
|
22
|
|
170
|
|
(132)
|
|
(122)
|
|
Income tax (benefit)
expense
|
(46)
|
|
8
|
|
45
|
|
(22)
|
|
(15)
|
|
Equity in losses
(earnings) of unconsolidated entities
|
2
|
|
(5)
|
|
(4)
|
|
(2)
|
|
(9)
|
|
Net (loss)
income
|
(138)
|
|
19
|
|
129
|
|
(108)
|
|
(98)
|
|
Less: Net loss
attributable to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
1
|
|
1
|
|
Net (loss) income
attributable to Anywhere
|
$
(138)
|
|
$ 19
|
|
$
129
|
|
$
(107)
|
|
$
(97)
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings per
share attributable to Anywhere shareholders:
|
|
|
|
Basic (loss) earnings
per share
|
$
(1.26)
|
|
$
0.17
|
|
$
1.17
|
|
$
(0.97)
|
|
$
(0.88)
|
|
Diluted (loss)
earnings per share
|
$
(1.26)
|
|
$
0.17
|
|
$
1.15
|
|
$
(0.97)
|
|
$
(0.88)
|
|
Weighted average
common and common equivalent shares of Anywhere
outstanding:
|
|
|
|
Basic
|
109.8
|
|
110.4
|
|
110.5
|
|
110.5
|
|
110.3
|
|
Diluted
|
109.8
|
|
111.3
|
|
112.1
|
|
110.5
|
|
110.3
|
|
Table
7
|
|
|
ANYWHERE REAL ESTATE
INC.
NON-GAAP
RECONCILIATION - FREE CASH FLOW
THREE AND NINE
MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
(In
millions)
|
|
|
A reconciliation of Net
income (loss) attributable to Anywhere to Free Cash Flow as defined
in Table 9 is set forth in the following table:
|
|
|
Three Months
Ended
September 30,
|
|
Nine Months
Ended
September 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
Net income (loss)
attributable to Anywhere
|
$
7
|
|
$
129
|
|
$
(64)
|
|
$
10
|
|
Income tax expense
(benefit)
|
2
|
|
45
|
|
(15)
|
|
7
|
|
Income tax
payments
|
—
|
|
(1)
|
|
(1)
|
|
(4)
|
|
Interest expense,
net
|
38
|
|
37
|
|
117
|
|
114
|
|
Cash interest
payments
|
(32)
|
|
(53)
|
|
(111)
|
|
(135)
|
|
Depreciation and
amortization
|
48
|
|
50
|
|
151
|
|
149
|
|
Capital
expenditures
|
(18)
|
|
(18)
|
|
(54)
|
|
(52)
|
|
Restructuring costs and
former parent legacy items, net of payments
|
(2)
|
|
1
|
|
2
|
|
25
|
|
Impairments
|
1
|
|
3
|
|
9
|
|
11
|
|
Gain on the early
extinguishment of debt
|
(7)
|
|
(169)
|
|
(7)
|
|
(169)
|
|
Loss on the sale of
businesses, investments or other assets, net
|
—
|
|
3
|
|
—
|
|
2
|
|
Working capital
adjustments
|
56
|
|
47
|
|
18
|
|
109
|
|
Relocation receivables
(assets), net of securitization obligations
|
6
|
|
21
|
|
(28)
|
|
13
|
|
Free Cash
Flow
|
$
99
|
|
$
95
|
|
$
17
|
|
$
80
|
|
A reconciliation of Net
cash provided by operating activities to Free Cash Flow is set
forth in the following table:
|
|
|
Three Months
Ended
September 30,
|
|
Nine Months
Ended
September 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
Net cash provided by
operating activities
|
$
120
|
|
$
145
|
|
$
37
|
|
$
125
|
|
Property and equipment
additions
|
(18)
|
|
(18)
|
|
(54)
|
|
(52)
|
|
Net change in
securitization obligations
|
(4)
|
|
(31)
|
|
33
|
|
7
|
|
Effect of exchange
rates on cash, cash equivalents and restricted cash
|
1
|
|
(1)
|
|
1
|
|
—
|
|
Free Cash
Flow
|
$
99
|
|
$
95
|
|
$
17
|
|
$
80
|
|
|
|
|
|
|
|
|
|
Net cash used in
investing activities
|
$
(19)
|
|
$
(19)
|
|
$
(54)
|
|
$
(39)
|
|
Net cash (used in)
provided by financing activities
|
$
(133)
|
|
$
(155)
|
|
$
3
|
|
$
(146)
|
|
Table
8a
|
|
|
NON-GAAP
RECONCILIATION - SENIOR SECURED LEVERAGE RATIO
FOR THE FOUR-QUARTER
PERIOD ENDED SEPTEMBER 30, 2024
(In
millions)
|
|
|
The senior secured
leverage ratio is tested quarterly pursuant to the terms of the
senior secured credit facilities*. For the trailing four-quarter
period ended September 30, 2024, Anywhere Real Estate Group
LLC ("Anywhere Group") was required to maintain a senior secured
leverage ratio not to exceed 4.75 to 1.00. The senior secured
leverage ratio is measured by dividing Anywhere Group's total
senior secured net debt by the trailing four-quarter EBITDA
calculated on a Pro Forma Basis, as those terms are defined in the
Senior Secured Credit Agreement. Total senior secured net debt does
not include the 7.00% Senior Secured Second Lien Notes*, our
unsecured indebtedness, including the Unsecured Notes* and
Exchangeable Senior Notes*, or the securitization obligations.
EBITDA calculated on a Pro Forma Basis, as defined in the Senior
Secured Credit Agreement, includes the bank adjustments set forth
below. The Company was in compliance with the senior secured
leverage ratio covenant at September 30, 2024 with a ratio of
1.32x to 1.00.
|
|
|
A reconciliation of Net
loss attributable to Anywhere Group to EBITDA calculated on a Pro
Forma Basis, as those terms are defined in the Senior Secured
Credit Agreement, for the four-quarter period ended
September 30, 2024 is set forth in the following
table:
|
|
|
Four-Quarter Period
Ended
|
|
September 30,
2024
|
|
Net loss attributable
to Anywhere Group (a)
|
$
(171)
|
|
Bank covenant
adjustments:
|
|
|
Income tax
benefit
|
(37)
|
|
Depreciation and
amortization
|
198
|
|
Interest expense,
net
|
154
|
|
Restructuring costs,
net
|
33
|
|
Impairments
|
63
|
|
Former parent legacy
cost, net
|
2
|
|
Gain on the early
extinguishment of debt
|
(7)
|
|
Gain on asset
dispositions, net
|
(2)
|
|
Pro forma effect of
business optimization initiatives (b)
|
24
|
|
Non-cash stock
compensation expense, other non-cash charges and extraordinary,
nonrecurring
or unusual charges (c)
|
63
|
|
Pro forma effect of
acquisitions and new franchisees (d)
|
2
|
|
Incremental
securitization interest costs (e)
|
9
|
|
EBITDA as defined
by the Senior Secured Credit Agreement*
|
$
331
|
|
Total senior secured
net debt (f)
|
$
437
|
|
Senior secured
leverage ratio*
|
1.32 x
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Net loss attributable
to Anywhere Group consists of: (i) loss of $107 million for the
fourth quarter of 2023, (ii) loss of $101 million for the first
quarter of 2024, (iii) income of $30 million for the second quarter
of 2024 and (iv) income of $7 million for the third quarter of
2024.
|
|
(b)
|
Represents the
four-quarter pro forma effect of business optimization
initiatives.
|
|
(c)
|
Represents non-cash
long term incentive compensation charges, other non-cash charges
and extraordinary, nonrecurring or unusual litigation
charges.
|
|
(d)
|
Represents the
estimated impact of acquisitions and franchise sales activity, net
of brokerages that exited our franchise system, as if these changes
had occurred at the beginning of the trailing twelve-month period.
Franchisee sales activity is comprised of new franchise agreements
as well as growth through acquisitions and independent sales agent
recruitment 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 Operating EBITDA had we owned the acquired
entities or entered into the franchise contracts as of the
beginning of the trailing twelve-month period.
|
|
(e)
|
Incremental borrowing
costs incurred as a result of the securitization facilities
refinancing for the four-quarter period ended September 30,
2024.
|
|
(f)
|
Represents total
borrowings secured by a first priority lien on our assets of $500
million under the Revolving Credit Facility plus $17 million of
finance lease obligations less $80 million of readily available
cash as of September 30, 2024. Pursuant to the terms of our senior
secured credit facilities, total senior secured net debt does not
include our securitization obligations, 7.00% Senior Secured Second
Lien Notes or unsecured indebtedness, including the Unsecured Notes
and Exchangeable Senior Notes.
|
|
|
|
*
|
Our senior secured
credit facilities include the facilities under our Amended and
Restated Credit Agreement dated as of March 5, 2013, as amended
from time to time (the "Senior Secured Credit Agreement"). Our
Senior Secured Second Lien Notes include our 7.00% Senior Secured
Second Lien Notes due in 2030. Our Unsecured Notes include our
5.75% Senior Notes due 2029 and 5.25% Senior Notes due 2030.
Exchangeable Senior Notes refers to our 0.25% Exchangeable Senior
Notes due 2026.
|
|
Table
8b
|
|
|
NET DEBT LEVERAGE
RATIO
FOR THE FOUR-QUARTER
PERIOD ENDED SEPTEMBER 30, 2024
(In
millions)
|
|
|
Net corporate debt
(excluding securitizations) divided by EBITDA calculated on a Pro
Forma Basis, as those terms are defined in the Senior Secured
Credit Agreement, for the four-quarter period ended
September 30, 2024 (referred to as net debt leverage ratio) is
set forth in the following table:
|
|
|
|
As of September 30,
2024
|
|
Revolving Credit
Facility
|
|
$
500
|
|
7.00% Senior Secured
Second Lien Notes
|
|
640
|
|
5.75% Senior
Notes
|
|
558
|
|
5.25% Senior
Notes
|
|
449
|
|
0.25% Exchangeable
Senior Notes
|
|
403
|
|
Finance lease
obligations
|
|
17
|
|
Corporate Debt
(excluding securitizations)
|
|
2,567
|
|
Less: Cash and cash
equivalents
|
|
102
|
|
Net Corporate Debt
(excluding securitizations)
|
|
$
2,465
|
|
|
|
|
EBITDA as defined by
the Senior Secured Credit Agreement (a)
|
|
$
331
|
|
|
|
|
Net Debt Leverage
Ratio
|
|
7.4 x
|
|
|
|
|
|
|
|
|
|
|
(a)
|
See Table 8a for a
reconciliation of Net loss attributable to Anywhere Group to EBITDA
as defined by the Senior Secured Credit Agreement.
|
Table 9
Non-GAAP Definitions
Adjusted net income (loss) is defined by us as net income (loss)
before: (a) mark-to-market interest rate swap adjustments; (b)
former parent legacy items, which pertain to liabilities of the
former parent for matters prior to mid-2006 and are non-operational
in nature; (c) restructuring charges as a result of initiatives
currently in progress; (d) impairments; (e) the (gain) loss on the
early extinguishment of debt that results from refinancing and
deleveraging debt initiatives; (f) the (gain) loss on the sale of
businesses, investments or other assets and (g) the tax effect of
the foregoing adjustments. We present Adjusted net income (loss)
because we believe this measure is useful as a supplemental measure
in evaluating the performance of our operating businesses and
provides greater transparency into our operating results.
Operating EBITDA is defined as net income (loss) adjusted for
depreciation and amortization, interest expense, net (excluding
relocation services interest for securitization assets and
securitization obligations), income taxes, and certain non-core
items. Non-core items include restructuring charges, former parent
legacy items, gains or losses on the early extinguishment of debt,
impairments, and gains or losses on discontinued operations or the
sale of businesses, investments or other assets. Operating EBITDA
is our primary non-GAAP measure. Operating EBITDA Margin is defined
as Operating EBITDA as a percentage of revenues.
We present Operating EBITDA because we believe it is useful as a
supplemental measure in evaluating the performance of our operating
businesses and provides greater transparency into our results of
operations. Our management, including our chief operating decision
maker, uses Operating EBITDA as a factor in evaluating the
performance of our business. Operating 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 Operating 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, as well as other items that are not
core to the operating activities of the Company such as
restructuring charges, gains or losses on the early extinguishment
of debt, former parent legacy items, impairments, gains or losses
on discontinued operations and gains or losses on the sale of
businesses, investments or other assets, which may vary for
different companies for reasons unrelated to operating performance.
We further believe that Operating EBITDA is frequently used by
securities analysts, investors and other interested parties in
their evaluation of companies, many of which present an Operating
EBITDA measure when reporting their results.
Operating EBITDA has limitations as an analytical tool, and you
should not consider Operating EBITDA either in isolation or as a
substitute for analyzing our results as reported under GAAP. Some
of these limitations are:
- this measure does not reflect changes in, or cash required for,
our working capital needs;
- this measure 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;
- this measure does not reflect our income tax expense or the
cash requirements to pay our taxes;
- this measure does not reflect historical cash expenditures or
future requirements for capital expenditures or contractual
commitments;
- although depreciation and amortization are non-cash charges,
the assets being depreciated and amortized will often require
replacement in the future, and this measure does not reflect any
cash requirements for such replacements; and
- other companies may calculate this measure differently so they
may not be comparable.
Free Cash Flow is defined as net income (loss) attributable to
Anywhere before income tax expense (benefit), income tax payments,
interest expense, net, cash interest payments, depreciation and
amortization, capital expenditures, restructuring costs and former
parent legacy costs (benefits), net of payments, impairments,
(gain) loss on the sale of businesses, investments or other assets,
(gain) loss on the early extinguishment of debt, working
capital adjustments and relocation receivables (assets), net
of change in securitization obligations. We use Free Cash Flow in
our internal evaluation of operating effectiveness and decisions
regarding the allocation of resources, as well as measuring the
Company's ability to generate cash. Since Free Cash Flow can be
viewed as both a performance measure and a cash flow measure, the
Company has provided a reconciliation to both net income
attributable to Anywhere and net cash provided by operating
activities. Free Cash Flow is 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 or
liquidity. Free Cash Flow may differ from similarly titled measures
presented by other companies.
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SOURCE Anywhere Real Estate Inc.
