Le Lézard
Classified in: Business, Covid-19 virus
Subjects: ERN, ERP

ANYWHERE REAL ESTATE INC. REPORTS SECOND QUARTER 2022 FINANCIAL RESULTS


MADISON, N.J., July 28, 2022 /PRNewswire/ -- Anywhere Real Estate Inc. (NYSE: HOUS) ("Anywhere" or the "Company"), the largest full-service residential real estate services company in the United States, today reported financial results for the second quarter ended June 30, 2022.

"Even in a much tougher housing market, Anywhere delivered the solid profitability and Free Cash Flow that we believe the market is increasingly valuing," said Ryan Schneider, Anywhere president and CEO. "Anywhere continues to invest in the business, especially our strategic focus on simplifying and reimagining the home buying and selling experience for consumers as we leverage our strong financial profile and demonstrated ability to deliver results."

"We continued to strengthen our balance sheet in July with an amendment and extension of our revolving credit facility giving us even further financial flexibility," said Charlotte Simonelli, Anywhere executive vice president, chief financial officer, and treasurer. "We have targeted an additional $70 million of cost savings to give us greater flexibility to balance our strategic priorities and growth investments against the current housing market backdrop."

On July 13th, we announced the following new naming conventions for our business units which followed the Company's rebrand to Anywhere Real Estate, Inc. (Anywhere) on June 9th: Anywhere Brands (our Franchise Group), formerly known as Realogy Franchise Group; Anywhere Advisors (our Owned Brokerage Group), formerly known as Realogy Brokerage Group; and Anywhere Integrated Services (our Title Group), formerly known as Realogy Title Group.

Second Quarter 2022 Highlights
Second Quarter 2022 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 June 30,


2022


2021


 Change


% Change

Revenue

$         2,142


$         2,276


$           (134)


(6) %

Operating EBITDA 1

202


310


(108)


(35)

Net income attributable to Anywhere

88


149


(61)


(41)

Adjusted net income 2

81


148


(67)


(45)

Earnings per share

0.76


1.28


(0.52)


(41)

Adjusted earnings per share 2

0.70


1.27


(0.57)


(45)

Free Cash Flow 3

70


243


(173)


(71)

Net cash provided by operating activities

$               28


$            223


$           (195)


(87) %









Select Key Drivers








Franchise Group 4 5 6








Closed homesale sides

263,600


320,463




(18) %

Average homesale price

$     475,361


$     430,756




10 %

Owned Brokerage Group 5 6








Closed homesale sides

96,029


103,945




(8) %

Average homesale price

$     735,013


$     678,978




8 %

Title Group








Purchase title and closing units

41,483


45,563




(9) %

Refinance title and closing units

4,712


13,730




(66) %

_______________

Footnotes:

1  See Tables 5a and 5b. Operating EBITDA is defined as net income (loss) before depreciation and amortization, interest expense, net (other than relocation services interest for securitization assets and securitization obligations), income taxes, and other items that are not core to the operating activities of the Company such as restructuring charges, former parent legacy items, gains or losses on the early extinguishment of debt, impairments, gains or losses on discontinued operations and gains or losses on the sale of investments or other assets.

2  See Table 1a. 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 investments or other assets and the tax effect of the foregoing adjustments. Adjusted earnings (loss) per share is Adjusted net income (loss) divided by the weighted average common and common equivalent shares outstanding.

3  See Table 7. 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 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  The Company's combined homesale transaction volume growth (transaction sides multiplied by average sale price) decreased 6% compared with the second quarter of 2021.

6  In the second quarter of 2022, Owned Brokerage Group acquired a franchisee formerly reported under Franchise Group. As a result of the acquisition, the drivers of the acquired entity shifted from Franchise Group to Owned Brokerage Group. Excluding the impact of the acquisition for the three months ended June 30, 2022, closed homesale sides for (i) Franchise Group would have improved to (17)%; and (ii) Owned Brokerage Group would have decreased to (10)%. The acquisition did not have a significant impact on the change in average homesale price for Franchise Group or Owned Brokerage Group in the three months ended June 30, 2022. Excluding the impact of the acquisition for the three months ended June 30, 2022, homesale transaction volume for Franchise Group and Owned Brokerage Group would have been (8)% (as opposed to (9)%) and (3)% (as opposed to flat), respectively.

2022 Financial Estimates

The Company now estimates Operating EBITDA for full year 2022 in the range of $600 to $700 million from $750 to $800 million but cautions that the macroeconomic environment continues to shift quickly. The reduction from prior estimates is predominantly attributable to declines in projected year-over-year homesale transaction volume in the range of (10)% to (20)% in the second half of 2022, which implies year-over-year declines in homesale transaction volume in the range of (6)% to (11)% for full year 2022.

The full year estimate assumes the achievement of $70 million in cost savings that were previously identified by the Company as well as an incremental $70 million in a mix of temporary and permanent cost savings for total estimated 2022 savings north of $140 million offset in part by increased independent agent commission costs which we now expect to be above 175 basis points, year-over-year.

This estimate is subject, among other things, to macroeconomic and housing market uncertainties, including those related to rising inflation and mortgage rates, declining affordability and constrained inventory.

Balance Sheet and Capital Allocation

The Company ended the quarter with cash and cash equivalents of $251 million. Total corporate debt, including the short-term portion, net of cash and cash equivalents (net corporate debt), totaled $2.7 billion at June 30, 2022. The Company's Net Debt Leverage Ratio was 3.4x at June 30, 2022 (see Table 8b).

On July 27, 2022, the Company amended its credit agreement, which includes its Revolving Credit Facility, or revolver, to extend the maturity date of the revolver to July 2027 (subject to earlier springing maturity dates upon the occurrence of certain events), replace LIBOR with a Term SOFR-based rate as the applicable benchmark for the revolver, and terminate the revolver commitments due 2023, among other changes. Following amendment, the revolver has an aggregate of $1.1 billion in capacity, with no amounts currently drawn and $42 million of outstanding undrawn letters of credit.

During the second quarter of 2022, the Company used cash on hand to repurchase $60 million of its 4.875% Senior Notes due 2023 in open market purchases at an aggregate purchase price of $59 million, plus accrued interest to the repurchase date. As of June 30th, $347 million of its 4.875% Senior Notes due 2023 remain outstanding.

For the three months ended June 30, 2022, the Company repurchased and retired 3.9 million shares of common stock for $45 million. As of June 30, 2022, $255 million remained available for repurchase under the share repurchase program.

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

Investor Conference Call

Today, July 28, at 8:30 a.m. (ET), Anywhere will hold a conference call via webcast to review its Q2 2022 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 (888) 330-3077 (toll free); international participants should dial (646) 960-0674. 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. As the leading and most integrated provider of U.S. residential real estate services encompassing franchise, brokerage, relocation, and title and settlement businesses as well as a mortgage joint venture, the Company supported approximately 1.5 million home transactions in 2021. The Company's diverse 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, the Company fuels the productivity of its approximately 197,600 independent sales agents in the U.S. and approximately 140,600 independent sales agents in 119 other countries and territories, helping them build stronger businesses and best serve today's consumers. Recognized for eleven consecutive years as one of the?World's Most Ethical Companies, the Company has also been designated a?Great Place to Work?four years in a row, named one of?LinkedIn's 2021 Top Companies in the U.S., and honored on the Forbes list of World's Best Employers 2021.

Forward-Looking Statements

Certain statements in this press release constitute "forward-looking statements," including the information appearing under 2022 Financial Estimates. 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. Statements preceded by, followed by or that otherwise include the words "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" 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.

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: stagnant or declining home prices, continued or accelerated increases in mortgage rates, continued or accelerated declines in home sales, housing affordability, or consumer demand or continued or accelerated declines in inventory or excessive inventory; 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 and continued or accelerated increases in inflation; adverse developments or outcomes in current or future litigation, in particular pending antitrust litigation; industry structure changes that disrupt the functioning of the residential real estate market; the impact of evolving competitive and consumer dynamics, including that the Company's share of the commission income generated by homesale transactions may continue to shift to affiliated independent sales agents or otherwise erode due to market factors and our ability to compete against traditional and non-traditional competitors; 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 and development or procurement of products, services and technology that support our strategic initiatives; our ability to realize the expected benefits from our existing or future joint ventures or strategic partnerships, in particular, our mortgage origination joint venture, which is impacted by increases in mortgage rates and competitive margin compression; adverse impacts from the COVID-19 crisis or other pandemics or epidemics; risks related to our business structure, including our geographic and high-end market concentration, the operating results of our affiliated franchisees, and risks related to a loss of our largest real estate benefit program; disruption in the residential real estate brokerage industry related to listing aggregator market power and concentration; risks related to our substantial indebtedness and our ability to refinance or repay our indebtedness; 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, and (4) 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; significant fluctuation in the price of our common stock; and the impact of share repurchase programs on 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" and "Risk Factors" in our filings with the Securities and Exchange Commission, including our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 and our Annual Report on Form 10-K for the year ended December 31, 2021, 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 1a, 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.

Because of the forward-looking nature of the Company's forecasted non-GAAP financial measure, specific quantification of the amounts that would be required to reconcile forecasted Operating EBITDA to forecasted net income are not determinable without unreasonable efforts.

Investor Contacts:

Media Contacts:

Alicia Swift

Trey Sarten

(973) 407-4669

(973) 407-2162

[email protected]

[email protected]



Danielle Kloeblen

Kyle Kirkpatrick

(973) 407-2148

(973) 407-5236

[email protected]

[email protected]

 

Table 1


ANYWHERE REAL ESTATE INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)



Three Months Ended
June 30,


Six Months Ended
 June 30,


2022


2021


2022


2021

Revenues








Gross commission income

$         1,757


$         1,773


$         3,004


$         2,927

Service revenue

217


314


463


563

Franchise fees

125


147


224


252

Other

43


42


86


81

Net revenues

2,142


2,276


3,777


3,823

Expenses








Commission and other agent-related costs

1,402


1,373


2,390


2,258

Operating

356


422


762


806

Marketing

72


66


136


124

General and administrative

107


114


205


204

Former parent legacy cost, net

?


1


?


1

Restructuring costs, net

3


5


7


10

Impairments

?


1


?


2

Depreciation and amortization

55


51


106


102

Interest expense, net

28


57


46


95

Loss on the early extinguishment of debt

?


1


92


18

Other income, net

(7)


(16)


(138)


(18)

Total expenses

2,016


2,075


3,606


3,602

Income before income taxes, equity in losses (earnings) and noncontrolling interests

126


201


171


221

Income tax expense

32


60


44


77

Equity in losses (earnings) of unconsolidated entities

4


(10)


14


(41)

Net income

90


151


113


185

Less: Net income attributable to noncontrolling interests

(2)


(2)


(2)


(3)

Net income attributable to Anywhere

$              88


$            149


$            111


$            182









Earnings per share attributable to Anywhere shareholders:

Basic earnings per share

$           0.76


$           1.28


$           0.95


$           1.57

Diluted earnings per share

$           0.75


$           1.25


$           0.93


$           1.52

Weighted average common and common equivalent shares of Anywhere outstanding:

Basic

116.5


116.5


116.8


116.2

Diluted

117.8


119.3


118.9


119.4

 

Table 1a

ANYWHERE REAL ESTATE INC.
NON-GAAP RECONCILIATION
ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE
(In millions, except per share data)

We present Adjusted net income and Adjusted earnings per share because we believe these measures are useful as supplemental measures in evaluating the performance of our operating businesses and provide greater transparency into our operating results.

Adjusted net income (loss) is defined by us as net income (loss) before: (a) mark-to-market interest rate swap adjustments, whose fair value is subject to movements in LIBOR and the forward yield curve and therefore are subject to significant fluctuations; (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 investments or other assets and (g) the tax effect of the foregoing adjustments. The gross amounts for these items as well as the adjustment for income taxes are shown in the table below.

Commencing in the first quarter of 2022, the Company revised its approach to Adjusted net income to exclude the impact of the sale of investments or other assets. Adjusted net income for the three and six months ended June 30, 2021 have been revised to reflect this change.

Adjusted earnings (loss) per share is Adjusted net income (loss) divided by the weighted average common and common equivalent shares outstanding.

Set forth in the table below is a reconciliation of Net income to Adjusted net income for the three and six months ended June 30, 2022 and 2021:


Three Months Ended June 30,


Six Months Ended June 30,


2022


2021


2022


2021

Net income attributable to Anywhere

$              88


$            149


$            111


$            182

Addback:








Mark-to-market interest rate swap (gains) losses

(9)


6


(35)


(7)

Former parent legacy cost, net

?


1


?


1

Restructuring costs, net

3


5


7


10

Impairments

?


1


?


2

Loss on the early extinguishment of debt

?


1


92


18

Gain on the sale of businesses, investments or other assets, net

(4)


(15)


(135)


(15)

Adjustments for tax effect (a)

3


?


19


(2)

Adjusted net income attributable to Anywhere

$              81


$            148


$              59


$            189









Earnings per share attributable to Anywhere:








Basic earnings per share:

$           0.76


$           1.28


$           0.95


$           1.57

Diluted earnings per share:

$           0.75


$           1.25


$           0.93


$           1.52









Adjusted earnings per share attributable to Anywhere:





Adjusted basic earnings per share:

$           0.70


$           1.27


$           0.51


$           1.63

Adjusted diluted earnings per share:

$           0.69


$           1.24


$           0.50


$           1.58









Weighted average common and common equivalent shares outstanding:



Basic:

116.5


116.5


116.8


116.2

Diluted:

117.8


119.3


118.9


119.4

_______________

(a)      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)



June 30,
2022


December 31,
2021

ASSETS




Current assets:




Cash and cash equivalents

$                 251


$                 735

Restricted cash

11


8

Trade receivables (net of allowance for doubtful accounts of $12 and $11)

136


123

Relocation receivables

273


139

Other current assets

201


183

Total current assets

872


1,188

Property and equipment, net

322


310

Operating lease assets, net

465


453

Goodwill

2,910


2,923

Trademarks

687


687

Franchise agreements, net

988


1,021

Other intangibles, net

159


171

Other non-current assets

575


457

Total assets

$              6,978


$              7,210

LIABILITIES AND EQUITY




Current liabilities:




Accounts payable

$                 137


$                 130

Securitization obligations

175


118

Current portion of long-term debt

360


10

Current portion of operating lease liabilities

127


128

Accrued expenses and other current liabilities

519


666

Total current liabilities

1,318


1,052

Long-term debt

2,489


2,940

Long-term operating lease liabilities

423


417

Deferred income taxes

330


353

Other non-current liabilities

209


256

Total liabilities

4,769


5,018

Commitments and contingencies




Equity:




Anywhere preferred stock: $0.01 par value; 50,000,000 shares authorized, none issued and outstanding at June 30, 2022 and December 31, 2021

?


?

Anywhere common stock: $0.01 par value; 400,000,000 shares authorized, 114,362,828 shares issued and outstanding at June 30, 2022 and 116,588,430 shares issued and outstanding at December 31, 2021

1


1

Additional paid-in capital

4,849


4,947

Accumulated deficit

(2,596)


(2,712)

Accumulated other comprehensive loss

(49)


(50)

Total stockholders' equity

2,205


2,186

Noncontrolling interests

4


6

Total equity

2,209


2,192

Total liabilities and equity

$              6,978


$              7,210

 

Table 3


ANYWHERE REAL ESTATE INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)


Six Months Ended June 30,


2022


2021

Operating Activities




Net income

$          113


$          185

Adjustments to reconcile net income to net cash (used in) provided by operating activities:



Depreciation and amortization

106


102

Deferred income taxes

(4)


65

Impairments

?


2

Amortization of deferred financing costs and debt discount (premium)

5


6

Loss on the early extinguishment of debt

92


18

Gain on the sale of businesses, investments or other assets, net

(135)


(15)

Equity in losses (earnings) of unconsolidated entities

14


(41)

Stock-based compensation

14


14

Mark-to-market adjustments on derivatives

(35)


(7)

Other adjustments to net income

?


(2)

Net change in assets and liabilities, excluding the impact of acquisitions and dispositions:

Trade receivables

(15)


(14)

Relocation receivables

(135)


(67)

Other assets

(36)


(14)

Accounts payable, accrued expenses and other liabilities

(170)


(63)

Dividends received from unconsolidated entities

1


38

Other, net

(20)


(21)

Net cash (used in) provided by operating activities

(205)


186

Investing Activities




Property and equipment additions

(56)


(50)

Payments for acquisitions, net of cash acquired

(14)


(3)

Net proceeds from the sale of businesses

62


15

Investment in unconsolidated entities

(15)


(7)

Proceeds from the sale of investments in unconsolidated entities

13


?

Other, net

17


(6)

Net cash provided by (used in) investing activities

7


(51)

Financing Activities




Repayments of Term Loan A Facility and Term Loan B Facility

?


(1,055)

Proceeds from issuance of Senior Notes

1,000


905

Redemption of Senior Secured Second Lien Notes

(550)


?

Redemption of Senior Notes

(550)


?

Repurchase of Senior Notes

(59)


?

Proceeds from issuance of Exchangeable Senior Notes

?


403

Payments for purchase of Exchangeable Senior Notes hedge transactions

?


(67)

Proceeds from issuance of Exchangeable Senior Notes warrant transactions

?


46

Amortization payments on term loan facilities

(4)


(6)

Net change in securitization obligations

57


40

Debt issuance costs

(18)


(20)

Cash paid for fees associated with early extinguishment of debt

(80)


(11)

Repurchase of common stock

(45)


?

Taxes paid related to net share settlement for stock-based compensation

(16)


(9)

Other, net

(17)


(18)

Net cash (used in) provided by financing activities

(282)


208

Effect of changes in exchange rates on cash, cash equivalents and restricted cash

(1)


?

Net (decrease) increase in cash, cash equivalents and restricted cash

(481)


343

Cash, cash equivalents and restricted cash, beginning of period

743


523

Cash, cash equivalents and restricted cash, end of period

$          262


$          866





Supplemental Disclosure of Cash Flow Information




Interest payments (including securitization interest of $2 for both periods presented)

$             90


$             83

Income tax payments, net

44


13

 

Table 4a


ANYWHERE REAL ESTATE INC.

2022 vs. 2021 KEY DRIVERS



Three Months Ended June 30,


Six Months Ended June 30,


2022


2021


% Change


2022


2021


% Change

Anywhere Brands - Franchise Group (a) (b)












Closed homesale sides

263,600


320,463


(18) %


481,364


565,161


(15) %

Average homesale price

$  475,361


$  430,756


10 %


$  463,549


$  414,842


12 %

Average homesale broker commission rate

2.43 %


2.46 %


     (3)     bps


2.43 %


2.46 %


     (3)     bps

Net royalty per side

$      450


$      418


8 %


$      433


$      402


8 %

Anywhere Advisors - Owned Brokerage Group (b)












Closed homesale sides

96,029


103,945


(8) %


167,400


178,938


(6) %

Average homesale price

$  735,013


$  678,978


8 %


$  722,764


$  649,634


11 %

Average homesale broker commission rate

2.41 %


2.43 %


     (2)     bps


2.40 %


2.43 %


     (3)     bps

Gross commission income per side

$                 18,297


$                 17,053


7 %


$                 17,947


$                 16,357


10 %

Anywhere Integrated Services - Title Group












Purchase title and closing units (c)

41,483


45,563


(9) %


72,350


78,065


(7) %

Refinance title and closing units (d)

4,712


13,730


(66) %


12,780


33,536


(62) %

Average fee per closing unit (e)

$  3,264


$  2,720


20 %


$  3,158


$  2,546


24 %

_______________

(a)

Includes all franchisees except for Owned Brokerage Group.

(b)

In June 2022, Owned Brokerage Group acquired a franchisee formerly reported under Franchise Group. As a result of the acquisition, the drivers of the acquired entity shifted from Franchise Group to Owned Brokerage Group. Excluding the impact of the acquisition for the three and six months ended June 30, 2022, closed homesale sides for (i) Franchise Group would have improved to (17)% and (14)%, respectively, and (ii) Owned Brokerage Group would have decreased to (10)% and (8)%, respectively. The acquisition did not have a significant impact on the change in average homesale price for Franchise Group or Owned Brokerage Group in the three or six months ended June 30, 2022.

(c)

Purchase title and closing units for the three and six months ended June 30, 2021 were revised to reflect a decrease of 1,812 and 3,138 units, respectively. The change was for the number of units only and did not impact revenue.

(d)

Refinance title and closing units for the three and six months ended June 30, 2021 were revised to reflect a decrease of 742 and 1,403 units, respectively. The change was for the number of units only and did not impact revenue.

(e)

With the change in units noted above, Average fee per closing unit for the three and six months ended June 30, 2021 was updated to reflect an increase of $112 and $100 per closing unit, respectively.

 

Table 4b

ANYWHERE REAL ESTATE INC.

2021 KEY DRIVERS



Quarter Ended

Year Ended


March 31,
2021


June 30,
2021


September 30,
2021


December 31,
2021


December 31,
2021

Anywhere Brands - Franchise Group (a)










Closed homesale sides

244,698


320,463


316,195


281,680


1,163,036

Average homesale price

$ 394,000


$ 430,756


$ 427,052


$ 440,751


$ 424,436

Average homesale broker commission rate

2.47 %


2.46 %


2.44 %


2.43 %


2.45 %

Net royalty per side

$         382


$         418


$         401


$         421


$         406

Anywhere Advisors - Owned Brokerage Group










Closed homesale sides

74,993


103,945


101,536


90,661


371,135

Average homesale price

$ 608,960


$ 678,978


$ 662,006


$ 667,188


$ 657,307

Average homesale broker commission rate

2.43 %


2.43 %


2.42 %


2.41 %


2.42 %

Gross commission income per side

$   15,393


$   17,053


$   16,633


$   16,573


$   16,486

Anywhere Integrated Services - Title Group










Purchase title and closing units (b)

32,502


45,563


45,011


40,111


163,187

Refinance title and closing units (c)

19,806


13,730


12,140


10,999


56,675

Average fee per closing unit (d)

$     2,348


$     2,720


$     2,801


$     2,962


$     2,709

_______________

(a)

Includes all franchisees except for Owned Brokerage Group.

(b)

Purchase title and closing units for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 were revised to reflect a decrease of 1,326, 1,812 and 1,993 units, respectively. The change was for the number of units only and did not impact revenue.

(c)

Refinance title and closing units for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 were revised to reflect a decrease of 661, 742 and 696 units, respectively. The change was for the number of units only and did not impact revenue.

(d)

With the change in units noted above, Average fee per closing unit for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 was updated to reflect an increase of $86, $112 and $126, respectively.

 

Table 5a


ANYWHERE REAL ESTATE INC.

NON-GAAP RECONCILIATION - OPERATING EBITDA

THREE MONTHS ENDED JUNE 30, 2022 AND 2021

(In millions)


Set forth in the tables below is a reconciliation of Net income attributable to Anywhere to Operating EBITDA for the three-month periods ended June 30, 2022 and 2021:



Three Months Ended June 30,


2022


2021

Net income attributable to Anywhere

$                       88


$                     149

Income tax expense

32


60

Income before income taxes

120


209

Add:  Depreciation and amortization

55


51

Interest expense, net

28


57

Restructuring costs, net (a)

3


5

Impairments (b)

?


1

Former parent legacy cost, net (c)

?


1

Loss on the early extinguishment of debt (c)

?


1

Gain on the sale of businesses, investments or other assets, net (d)

(4)


(15)

Operating EBITDA

$                     202


$                     310

The following table reflects Revenue, Operating EBITDA and Operating EBITDA margin by reportable segments:


Revenues (e)


$ Change


%

Change


Operating EBITDA


$ Change


% Change


Operating EBITDA Margin


Change


2022


2021




2022


2021




2022


2021


Franchise Group

$  339


$  347


$  (8)


(2) %


$  204


$  224


$  (20)


(9) %


60 %


65 %


(5)

Owned Brokerage Group

1,775


1,791


(16)


(1)


11


70


(59)


(84)


1


4


(3)

Title Group (f)

144


255


(111)


(44)


21


55


(34)


(62)


15


22


(7)

Corporate and Other

(116)


(117)


1


      (e)


(34)


(39)


5


13







Total Company

$  2,142


$  2,276


$  (134)


(6) %


$  202


$  310


$  (108)


(35) %


9 %


14 %


(5)

The following table reflects Franchise Group and Owned Brokerage Group's results before intercompany royalties and marketing fees, as well as on a combined basis to show the Operating EBITDA contribution of these business segments to the overall Operating EBITDA of the Company:


Revenues


$

Change


%

Change


Operating EBITDA


$

Change


%

Change


Operating EBITDA Margin


Change


2022


2021




2022


2021




2022


2021


Franchise Group (g)

$  223


$  230


$  (7)


(3) %


$    88


$  107


$  (19)


(18) %


39 %


47 %


(8)

Owned Brokerage Group (g)

1,775


1,791


(16)


(1)


127


187


(60)


(32)


7


10


(3)

Franchise Group and Owned Brokerage Group Combined

$  1,998


$  2,021


$  (23)


(1) %


$  215


$  294


$  (79)


(27) %


11 %


15 %


(4)

_______________

(a)

Restructuring charges incurred for the three months ended June 30, 2022 include $1 million at Franchise Group, $1 million at Owned Brokerage Group and $1 million at Corporate and Other. Restructuring charges incurred for the three months ended June 30, 2021 include $1 million at Franchise Group, $2 million at Owned Brokerage Group and $2 million at Corporate and Other.

(b)

Non-cash impairments for the three months ended June 30, 2021 primarily relate to lease asset and software impairments.

(c)

Former parent legacy items and Loss on the early extinguishment of debt are recorded in Corporate and Other.

(d)

Gain on the sale of businesses, investments or other assets, net is recorded in Title Group related to the sale of a portion of the Company's ownership in the Title Insurance Underwriter Joint Venture during the three months ended June 30, 2022. Gain on the sale of businesses, investments or other assets, net is recorded in Owned Brokerage Group during the three months ended June 30, 2021.

(e)

Revenues include the elimination of transactions between segments, which consists of intercompany royalties and marketing fees paid by Owned Brokerage Group of $116 million and $117 million during the three months ended June 30, 2022 and 2021, respectively, and are eliminated through the Corporate and Other line.

(f)

Title Group includes our title, escrow and settlement services (title agency) businesses, minority-owned mortgage origination joint venture and our minority-owned Title Insurance Underwriter Joint Venture. The sale of our former title insurance underwriter on March 29, 2022 resulted in declines of $102 million in underwriter revenue and $19 million in Operating EBITDA in the second quarter of 2022 as compared to the second quarter of 2021, with $3 million of equity in earnings attributable to the Title Insurance Underwriter Joint Venture partially offsetting the decline in earnings. The Operating EBITDA contribution from the mortgage origination joint venture declined $9 million from earnings of $8 million for the three-month period ended June 30, 2021 to losses of $1 million for the three-month period ended June 30, 2022.

(g)

The segment numbers noted above do not reflect the impact of intercompany royalties and marketing fees paid by Owned Brokerage Group to Franchise Group of $116 million and $117 million during the three months ended June 30, 2022 and 2021, respectively.

 

Table 5b

ANYWHERE REAL ESTATE INC.

NON-GAAP RECONCILIATION - OPERATING EBITDA

SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(In millions)


Set forth in the tables below is a reconciliation of Net income attributable to Anywhere to Operating EBITDA for the six-month periods ended June 30, 2022 and 2021:



Six Months Ended June 30,


2022


2021

Net income attributable to Anywhere

$                     111


$                     182

Income tax expense

44


77

Income before income taxes

155


259

Add:  Depreciation and amortization

106


102

Interest expense, net

46


95

Restructuring costs, net (a)

7


10

Impairments (b)

?


2

Former parent legacy cost, net (c)

?


1

Loss on the early extinguishment of debt (c)

92


18

Gain on the sale of businesses, investments or other assets, net (d)

(135)


(15)

Operating EBITDA

$                     271


$                     472

The following table reflects Revenue, Operating EBITDA and Operating EBITDA margin by reportable segments:


Revenues (e)


$ Change


%

Change


Operating EBITDA


$ Change


% Change


Operating EBITDA Margin


Change


2022


2021




2022


2021




2022


2021


Franchise Group

$  606


$  601


$       5


1 %


$  342


$  365


$   (23)


(6) %


56 %


61 %


(5)

Owned Brokerage Group

3,039


2,962


77


3


(29)


65


(94)


(145)


(1)


2


(3)

Title Group (f)

334


456


(122)


(27)


18


116


(98)


(84)


5


25


(20)

Corporate and Other

(202)


(196)


(6)


(e)


(60)


(74)


14


19







Total Company

$  3,777


$  3,823


$   (46)


(1) %


$  271


$  472


$ (201)


(43) %


7 %


12 %


(5)

The following table reflects Franchise Group and Owned Brokerage Group's results before intercompany royalties and marketing fees, as well as on a combined basis to show the Operating EBITDA contribution of these business segments to the overall Operating EBITDA of the Company:


Revenues


$

Change


%

Change


Operating EBITDA


$

Change


%

Change


Operating EBITDA Margin


Change


2022


2021




2022


2021




2022


2021


Franchise Group (g)

$  404


$  405


$  (1)


? %


$  140


$  169


$  (29)


(17) %


35 %


42 %


(7)

Owned Brokerage Group (g)

3,039


2,962


77


3


173


261


(88)


(34)


6


9


(3)

Franchise Group and Owned Brokerage Group Combined

$  3,443


$  3,367


$  76


2 %


$  313


$  430


$  (117)


(27) %


9 %


13 %


(4)

_______________

(a)

Restructuring charges incurred for the six months ended June 30, 2022 include $2 million at Franchise Group, $3 million at Owned Brokerage Group and $2 million at Corporate and Other. Restructuring charges incurred for the six months ended June 30, 2021 include $3 million at Franchise Group, $4 million at Owned Brokerage Group and $3 million at Corporate and Other.

(b)

Non-cash impairments for the six months ended June 30, 2021 primarily relate to lease asset and software impairments.

(c)

Former parent legacy items and Loss on the early extinguishment of debt are recorded in Corporate and Other.

(d)

Gain on the sale of businesses, investments or other assets, net is recorded in Title Group related to the sale of our former title insurance underwriter during the first quarter of 2022 and the sale of a portion of the Company's ownership in the Title Insurance Underwriter Joint Venture during the second quarter of 2022. Gain on the sale of businesses, investments or other assets, net is recorded in Owned Brokerage Group during the six months ended June 30, 2021.

(e)

Revenues include the elimination of transactions between segments, which consists of intercompany royalties and marketing fees paid by Owned Brokerage Group of $202 million and $196 million during the six months ended June 30, 2022 and 2021, respectively, and are eliminated through the Corporate and Other line.

(f)

Title Group includes our title, escrow and settlement services (title agency) businesses, minority-owned mortgage origination joint venture and our minority-owned Title Insurance Underwriter Joint Venture. The sale of our former title insurance underwriter on March 29, 2022 resulted in declines of $107 million in underwriter revenue and $28 million in Operating EBITDA in the first half of 2022 as compared to the first half of 2021, with $3 million of equity in earnings attributable to the Title Insurance Underwriter Joint Venture partially offsetting the decline in earnings. The Operating EBITDA contribution from the mortgage origination joint venture declined $47 million from earnings of $38 million for the six-month period ended June 30, 2021 to losses of $9 million for the six-month period ended June 30, 2022. The decline was primarily driven by the impact of mark-to-market adjustments on the mortgage loan pipeline and significant gain-on-sale margin compression due to the highly competitive mortgage industry, lower refinancing volume and increased headcount to grow the business and its market share.

(g)

The segment numbers noted above do not reflect the impact of intercompany royalties and marketing fees paid by Owned Brokerage Group to Franchise Group of $202 million and $196 million during the six months ended June 30, 2022 and June 30, 2021, respectively.

 

Table 6a

ANYWHERE REAL ESTATE INC.

SELECTED 2022 FINANCIAL DATA

(In millions)



Three Months Ended


March 31,


June 30,


2022


2022

Net revenues (a)




Franchise Group

$                  267


$                  339

Owned Brokerage Group

1,264


1,775

Title Group

190


144

Corporate and Other

(86)


(116)

Total Company

$               1,635


$               2,142





Operating EBITDA




Franchise Group

$                  138


$                  204

Owned Brokerage Group

(40)


11

Title Group

(3)


21

Corporate and Other

(26)


(34)

Total Company

$                    69


$                  202





Non-GAAP Reconciliation - Operating EBITDA




Total Company Operating EBITDA

$                    69


$                  202





Less:   Depreciation and amortization

51


55

Interest expense, net

18


28

Income tax expense

12


32

Restructuring costs, net (b)

4


3

Loss on the early extinguishment of debt (c)

92


?

Gain on the sale of businesses, investments or other assets, net (d)

(131)


(4)

Net income attributable to Anywhere

$                    23


$                    88

_______________

(a)

Transactions between segments are eliminated in consolidation. Revenues for Franchise Group include intercompany royalties and marketing fees paid by Owned Brokerage Group of $86 million and $116 million for the three months ended March 31, 2022 and June 30, 2022, respectively. Such amounts are eliminated through Corporate and Other.

(b)

Includes restructuring charges broken down by business unit as follows:

 


Three Months Ended


March 31,


June 30,


2022


2022

Franchise Group

$                     1


$                     1

Owned Brokerage Group

2


1

Corporate and Other

1


1

Total Company

$                     4


$                     3

 

(c)

Loss on the early extinguishment of debt is recorded in Corporate and Other.

(d)

Gain on the sale of businesses, investments or other assets, net is recorded in Title Group related to the sale of our former title insurance underwriter during the first quarter of 2022 and the sale of a portion of the Company's ownership in the Title Insurance Underwriter Joint Venture during the second quarter of 2022.

 

Table 6b

ANYWHERE REAL ESTATE INC.

SELECTED 2021 FINANCIAL DATA

(In millions)



Three Months Ended


Year Ended


March 31,


June 30,


September 30,


December 31,


December 31,


2021


2021


2021


2021


2021

Net revenues (a)










Franchise Group

$              254


$              347


$              342


$              306


$           1,249

Owned Brokerage Group

1,171


1,791


1,705


1,522


6,189

Title Group

201


255


250


246


952

Corporate and Other

(79)


(117)


(111)


(100)


(407)

Total Company

$           1,547


$           2,276


$           2,186


$           1,974


$           7,983











Operating EBITDA










Franchise Group

$              141


$              224


$              211


$              175


$              751

Owned Brokerage Group

(5)


70


51


(7)


109

Title Group

61


55


54


30


200

Corporate and Other

(35)


(39)


(43)


(41)


(158)

Total Company

$              162


$              310


$              273


$              157


$              902











Non-GAAP Reconciliation - Operating EBITDA










Total Company Operating EBITDA

$              162


$              310


$              273


$              157


$              902











Less:   Depreciation and amortization

51


51


50


52


204

Interest expense, net

38


57


52


43


190

Income tax expense

17


60


48


8


133

Restructuring costs, net (b)

5


5


4


3


17

Impairments (c)

1


1


1


1


4

Former parent legacy cost, net (d)

?


1


?


?


1

Loss on the early extinguishment of debt (d)

17


1


3


?


21

(Gain) loss on the sale of businesses, investments or other assets, net (e)

?


(15)


1


3


(11)

Net income attributable to Anywhere

$                33


$              149


$              114


$                47


$              343

_______________

(a)

Transactions between segments are eliminated in consolidation. Revenues for Franchise Group include intercompany royalties and marketing fees paid by Owned Brokerage Group of $79 million, $117 million, $111 million and $100 million for the three months ended March 31, 2021, June 30, 2021, September 30, 2021 and December 31, 2021, respectively. Such amounts are eliminated through Corporate and Other.

(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,


2021


2021


2021


2021


2021

Franchise Group

$                  2


$                  1


$                  1


$                  1


$                  5

Owned Brokerage Group

2


2


2


1


7

Corporate and Other

1


2


1


1


5

Total Company

$                  5


$                  5


$                  4


$                  3


$                17

 

(c)

Impairments for the three months ended March 31, 2021, June 30, 2021, September 30, 2021 and December 31, 2021 primarily relate to software and lease asset impairments.

(d)

Former parent legacy items and Loss on the early extinguishment of debt are recorded in Corporate and Other.

(e)

(Gain) loss on the sale of businesses, investments or other assets, net is primarily recorded in Owned Brokerage Group.

 

Table 6c

ANYWHERE REAL ESTATE INC.

2021 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,


2021


2021


2021


2021


2021

Revenues










Gross commission income

$   1,154


$ 1,773


$         1,689


$        1,502


$        6,118

Service revenue

249


314


315


302


1,180

Franchise fees

105


147


139


130


521

Other

39


42


43


40


164

Net revenues

1,547


2,276


2,186


1,974


7,983

Expenses










Commission and other agent-related costs

885


1,373


1,309


1,186


4,753

Operating

384


422


424


439


1,669

Marketing

58


66


69


70


263

General and administrative

90


114


120


117


441

Former parent legacy cost, net

?


1


?


?


1

Restructuring costs, net

5


5


4


3


17

Impairments

1


1


1


1


4

Depreciation and amortization

51


51


50


52


204

Interest expense, net

38


57


52


43


190

Loss on the early extinguishment of debt

17


1


3


?


21

Other (income) expense, net

(2)


(16)


1


2


(15)

Total expenses

1,527


2,075


2,033


1,913


7,548

Income before income taxes, equity in (earnings) losses and
      noncontrolling interests

20


201


153


61


435

Income tax expense

17


60


48


8


133

Equity in (earnings) losses of unconsolidated entities

(31)


(10)


(11)


4


(48)

Net income

34


151


116


49


350

Less: Net income attributable to noncontrolling interests

(1)


(2)


(2)


(2)


(7)

Net income attributable to Anywhere

$         33


$    149


$            114


$              47


$            343











Earnings per share attributable to Anywhere shareholders:



Basic earnings per share

$     0.28


$   1.28


$           0.98


$           0.40


$           2.95

Diluted earnings per share

$     0.28


$   1.25


$           0.95


$           0.39


$           2.85

Weighted average common and common equivalent shares of Anywhere outstanding:



Basic

115.9


116.5


116.6


116.6


116.4

Diluted

118.4


119.3


120.3


120.4


120.2

 

Table 7

ANYWHERE REAL ESTATE INC.

NON-GAAP RECONCILIATION - FREE CASH FLOW

THREE AND SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(In millions)


A reconciliation of net income attributable to Anywhere to Free Cash Flow is set forth in the following table:



Three Months Ended June 30,


Six Months Ended June 30,


2022


2021


2022


2021

Net income attributable to Anywhere

$              88


$            149


$            111


$            182

Income tax expense

32


60


44


77

Income tax payments

(42)


(11)


(44)


(13)

Interest expense, net

28


57


46


95

Cash interest payments

(32)


(69)


(90)


(83)

Depreciation and amortization

55


51


106


102

Capital expenditures

(27)


(27)


(56)


(50)

Restructuring costs and former parent legacy items, net of payments

(1)


?


(1)


(5)

Impairments

?


1


?


2

Loss on the early extinguishment of debt

?


1


92


18

Gain on the sale of businesses, investments or other assets, net

(4)


(15)


(135)


(15)

Working capital adjustments

3


62


(200)


(107)

Relocation receivables (assets), net of securitization obligations

(30)


(16)


(78)


(27)

Free Cash Flow

$              70


$            243


$           (205)


$            176

A reconciliation of net cash provided by (used in) operating activities to Free Cash Flow is set forth in the following table:


Three Months Ended June 30,


Six Months Ended June 30,


2022


2021


2022


2021

Net cash provided by (used in) operating activities

$              28


$            223


$           (205)


$            186

Property and equipment additions

(27)


(27)


(56)


(50)

Net change in securitization obligations

70


47


57


40

Effect of exchange rates on cash, cash equivalents and restricted cash

(1)


?


(1)


?

Free Cash Flow

$              70


$            243


$           (205)


$            176









Net cash (used in) provided by investing activities

$             (29)


$             (19)


$                7


$             (51)

Net cash (used in) provided by financing activities

$             (45)


$            253


$           (282)


$            208

 

Table 8a

NON-GAAP RECONCILIATION - SENIOR SECURED LEVERAGE RATIO

FOR THE FOUR-QUARTER PERIOD ENDED JUNE 30, 2022

(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 June 30, 2022, 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-quarters 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 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 adjustments to Operating EBITDA for retention and disposition costs, non-cash charges 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 trailing four-quarter period. The Company was in compliance with the senior secured leverage ratio covenant at June 30, 2022 with a ratio of 0.05 to 1.00


A reconciliation of net income attributable to Anywhere Group to Operating EBITDA and EBITDA calculated on a Pro Forma Basis, as those terms are defined in the Senior Secured Credit Agreement, for the four-quarter period ended June 30, 2022 is set forth in the following table:





Less


Equals


Plus


Equals


Year Ended


Six Months Ended


Six Months Ended


Six Months Ended


Twelve Months
Ended


December 31,
2021


June 30,
2021


December 31,
2021


June 30,
2022


June 30,
2022

Net income attributable to Anywhere Group (a)

$            343


$            182


$            161


$            111


$            272

Income tax expense

133


77


56


44


100

Income before income taxes

476


259


217


155


372

Depreciation and amortization

204


102


102


106


208

Interest expense, net

190


95


95


46


141

Restructuring costs, net

17


10


7


7


14

Impairments

4


2


2


?


2

Former parent legacy cost, net

1


1


?


?


?

Loss on the early extinguishment of debt

21


18


3


92


95

(Gain) loss on the sale of businesses, investments or other assets, net

(11)


(15)


4


(135)


(131)

Operating EBITDA (b)

902


472


430


271


701

Bank covenant adjustments:



Pro forma effect of business optimization initiatives (c)


35

Non-cash charges (d)


30

Pro forma effect of acquisitions and new franchisees (e)


11

Incremental securitization interest costs (f)


3

EBITDA as defined by the Senior Secured Credit Agreement*


$            780

Total senior secured net debt (g)


$              36

Senior secured leverage ratio*


             0.05 x

_______________

(a)

Net income attributable to Anywhere Group consists of: (i) income of $114 million for the third quarter of 2021, (ii) income of $47 million for the fourth quarter of 2021, (iii) income of $23 million for the first quarter of 2022 and (iv) income of $88 million for the second quarter of 2022.

(b)

Operating EBITDA consists of: (i) $273 million for the third quarter of 2021, (ii) $157 million for the fourth quarter of 2021, (iii) $69 million for the first quarter of 2022 and (iv) $202 million for the second quarter of 2022.

(c)

Represents the four-quarter pro forma effect of business optimization initiatives.

(d)

Represents the elimination of non-cash expenses including $29 million of stock-based compensation expense, $4 million of foreign exchange expense and $3 million for the change in the allowance for doubtful accounts and notes reserves less $6 million of other items for the four-quarter period ended June 30, 2022.

(e)

Represents the estimated impact of acquisitions and franchise sales activity, net of brokerages that exited our franchise system as if these changes had occurred on July 1, 2021. 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 July 1, 2021.

(f)

Incremental borrowing costs incurred as a result of the securitization facilities refinancing for the twelve months ended June 30, 2022.

(g)

Represents total borrowings under the senior secured credit facilities (including the Revolving Credit Facility) and Term Loan A Facility and borrowings secured by a first priority lien on our assets of $228 million plus $24 million of finance lease obligations less $216 million of readily available cash as of June 30, 2022. Pursuant to the terms of our senior secured credit facilities, total senior secured net debt does not include our securitization obligations 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"), and the Term Loan A Agreement dated as of October 23, 2015 (the "Term Loan A Agreement"), as amended from time to time. Our Unsecured Notes include our 4.875% Senior Notes due 2023, 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 JUNE 30, 2022

(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 facilities, for the four-quarter period ended June 30, 2022 (referred to as net debt leverage ratio) is set forth in the following table:




As of June 30, 2022

Revolving Credit Facility


$   ?

Extended Term Loan A


228

4.875% Senior Notes


347

5.75% Senior Notes


900

5.25% Senior Notes


1,000

0.25% Exchangeable Senior Notes


403

Finance lease obligations


24

Corporate Debt (excluding securitizations)


2,902

Less: Cash and cash equivalents


251

Net Corporate Debt (excluding securitizations)


$                         2,651




EBITDA as defined by the Senior Secured Credit Agreement (a)


$                            780




Net Debt Leverage Ratio (b)


                                3.4 x

_______________

(a)

See Table 8a for a reconciliation of Net income 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 mark-to-market interest rate swap adjustments, former parent legacy items, restructuring charges, the (gain) loss on the early extinguishment of debt, impairments, the (gain) loss on the sale of investments or other assets and the tax effect of the foregoing adjustments. The gross amounts for these items as well as the adjustment for income taxes are presented.

Operating 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), income taxes, and other items that are not core to the operating activities of the Company such as restructuring charges, former parent legacy items, gains or losses on the early extinguishment of debt, impairments, gains or losses on discontinued operations and gains or losses on the sale of investments or other assets. Operating EBITDA is our primary non-GAAP measure.

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 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:

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 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.

 

 

SOURCE Anywhere Real Estate Inc.


These press releases may also interest you

at 12:34
Frito-Lay North America, the North American Regional Supporter of the FIFA World Cup Qatar 2022tm, today announced a $600,000 contribution to the "All-In with Frito-Lay" initiative with the U.S. Soccer Foundation. This program is the first step in...

at 12:30
Gregory Fink has been named Chief Financial Officer (CFO) of Shryne Group, Inc. As CFO, Fink is responsible for streamlining operations to maximize profitability as Shryne Group continues to build one of America's leading cannabis companies....

at 12:30
Empty FROG® hot tub Cartridges are now recyclable. Once collected and processed into raw material, they will be made into useful items that everyone can enjoy....

at 12:29
Canada's relationship with the Indo-Pacific region has been forged through generations of deep person-to-person connections.  As a major source of newcomers to Canada and the fastest growing economic region in the world, the Indo-Pacific will...

at 12:24
OPTX, the award-winning casino intelligence platform, is excited to announce its partnership with Southern California's Viejas Casino & Resort....

at 12:21
_________________________________________________________________________________ HIGHLIGHTS From July 1 to September 30, 2022 An indication of a successful service recovery with 1,080 million passengers travelling with VIA Rail in Q3, up from...



News published on 28 july 2022 at 07:30 and distributed by: