UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________
FORM 10-Q
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,September 30, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
| | | | | |
| Commission File No. 001-35674 | Commission File No. 333-148153 |
| REALOGY HOLDINGS CORP. | REALOGY GROUP LLC |
| (Exact name of registrant as specified in its charter) | (Exact name of registrant as specified in its charter) |
| 20-8050955 | 20-4381990 |
| (I.R.S. Employer Identification Number) | (I.R.S. Employer Identification Number) |
Delaware
(State or other jurisdiction of incorporation or organization)
175 Park Avenue
Madison, NJ 07940
(Address of principal executive offices) (Zip Code)
(973) 407-2000
(Registrants' telephone number, including area code)
___________________________
| | | | | | | | | | | | | | | | | |
| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Realogy Holdings Corp. | Common Stock, par value $0.01 per share | | RLGY | | New York Stock Exchange |
| Realogy Group LLC | None | | None | | None |
Indicate by check mark whether the Registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.
Realogy Holdings Corp. Yes ☑ No ☐ Realogy Group LLC Yes ☐ No ☑
Indicate by check mark whether the Registrants have submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrants were required to submit such files).
Realogy Holdings Corp. Yes ☑ No ☐ Realogy Group LLC Yes ☑ No ☐
Indicate by check mark whether the Registrants are large accelerated filers, accelerated filers, non-accelerated filers, smaller reporting companies, or emerging growth companies. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Large accelerated filer | | Accelerated filer | | Non-accelerated filer | | Smaller reporting company | | Emerging growth company |
| Realogy Holdings Corp. | ☑ | | ☐ | | ☐ | | ☐ | | ☐ |
| Realogy Group LLC | ☐ | | ☐ | | ☑ | | ☐ | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the Registrants are a shell company (as defined in Rule 12b-2 of the Exchange Act).
Realogy Holdings Corp. Yes ☐ No ☑ Realogy Group LLC Yes ☐ No ☑
There were 116,424,328116,588,207 shares of Common Stock, $0.01 par value, of Realogy Holdings Corp. outstanding as of May 3,November 1, 2021.
TABLE OF CONTENTS
| | | | | | | | |
| Page |
| |
| |
| | |
| PART I | FINANCIAL INFORMATION | |
| Item 1. | | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| Item 2. | | |
| Item 3. | | |
| Item 4. | | |
| PART II | OTHER INFORMATION | |
| Item 1. | | |
| Item 1A. | | |
| Item 6. | | |
| |
| |
INTRODUCTORY NOTE
Except as otherwise indicated or unless the context otherwise requires, the terms "we," "us," "our," "our company," "Realogy," "Realogy Holdings" and the "Company" refer to Realogy Holdings Corp., a Delaware corporation, and its consolidated subsidiaries, including Realogy Intermediate Holdings LLC, a Delaware limited liability company ("Realogy Intermediate"), and Realogy Group LLC, a Delaware limited liability company ("Realogy Group"). Neither Realogy Holdings, the indirect parent of Realogy Group, nor Realogy Intermediate, the direct parent company of Realogy Group, conducts any operations other than with respect to its respective direct or indirect ownership of Realogy Group. As a result, the consolidated financial positions, results of operations and cash flows of Realogy Holdings, Realogy Intermediate and Realogy Group are the same.
As used in this Quarterly Report on Form 10-Q:
•"Senior Secured Credit Agreement" refers to the Amended and Restated Credit Agreement dated as of March 5, 2013, as amended, amended and restated, modified or supplemented from time to time, that governs our senior secured credit facility, or "Senior Secured Credit Facility;"
•"Non-extended Revolving Credit Commitment" and "Extended Revolving Credit Commitment" each refer to the applicable portion of the revolving credit facility under the Senior Secured Credit Facility and are referred to collectively as the Revolving"Revolving Credit Facility;"
•"Term Loan B Facility" (paid in full in September 2021) refers to the term loans outstanding under the Senior Secured Credit Facility;
•"Term Loan A Agreement" refers to the Term Loan A Agreement, dated as of October 23, 2015, as amended, amended and restated, modified or supplemented from time to time;
•"Non-extended Term Loan A" (paid in full in September 2021) and "Extended Term Loan A" each refer to the applicable portion of the Term Loan A facility under the Term Loan A Agreement and are referred to collectively as the "Term Loan A Facility;"
•"4.875% Senior Notes", "9.375% Senior Notes" and "5.75% Senior Notes" refer to our 4.875% Senior Notes due 2023, 9.375% Senior Notes due 2027 and 5.75% Senior Notes due 2029, respectively, and are referred to collectively as the "Unsecured Notes;" and
•"7.625% Senior Secured Second Lien Notes" refers to our 7.625% Senior Secured Second Lien Notes due 2025.2025; and
•"Exchangeable Senior Notes" refers to our 0.25% Exchangeable Senior Notes due 2026.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). Forward-looking statements include all statements that do not relate solely to historical or current facts, and can generally be identified by the use of words such as "believe," "expect," "anticipate," "intend," "project," "estimate," "plan," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could."
In particular, information appearing under "Management's Discussion and Analysis of Financial Condition and Results of Operations" includes forward-looking statements. Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, it is based on management's current plans and expectations, expressed in good faith and believed to have a reasonable basis. However, we can give no assurance that any such expectation or belief will result or will be achieved or accomplished.
The following include some, but not all, of the risks and uncertainties that could affect our future results and cause actual results to differ materially from those expressed in the forward-looking statements:
•The residential real estate market is cyclical, and we are negatively impacted by 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:
◦continued negative pressure on the share of commission income realized by real estate brokerages as a result of shifts in favor of affiliated independent sales agents or due to other market factors;
◦meaningful decreases in the average broker commission rate;
◦continued or accelerated declines in inventory;factors that impact homesale transaction volume, such as:
◦continued or accelerated declines in inventory or a decline in the number of home sales;
◦increases in mortgage rates or inflation; andinflation or tightened mortgage underwriting standards;
◦other factors that impact homesale transaction volume, including a reduction in housing affordability, a decline or lack of improvement in the number of homesales, stagnant or declining home prices, and changes in consumer preferences, including weakening in the consumer trends that have benefited us since the second half of 2020;
◦reductions in housing affordability, as a result of inflation, increases in average homesale price or otherwise; and
◦stagnant or declining home prices;
•Likewise, we are negatively impacted by 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 in the U.S. economy, including the impact of recessions, slow economic growth, or a deterioration in other economic factors (including potential consumer, business or governmental defaults or delinquencies due to the COVID-19 crisis or otherwise); and
◦fiscal and monetary policies of the federal government and its agencies, particularly those that may result in unfavorable changes to the interest rate environment;environment and tax reform;
•The COVID-19 crisis hasimpact of evolving competitive and consumer dynamics, which could include, but are not limited to:
◦continued erosion of the broker's share of the commission income generated by homesale transactions and the continued rise of the sales agent's share of such commissions;
◦our ability to compete against non-traditional competitors, including but not limited to, iBuying and home swap business models and virtual brokerages, in particular those competitors with access to significant third-party capital that may prioritize market share over profitability; and
◦meaningful decreases in the past, and may again, amplify risks to our business, and worsening economic consequences of the crisis or the reinstatement of significant limitations on normal business operations could have a material adverse effect on our profitability, liquidity, financial condition and results of operations;average broker commission rate;
•Our business and financial results may be materially and adversely impacted if we are unable to execute our business strategy and achieve growth, including if we are not successful in our efforts to:
◦recruit and retain productive independent sales agents;
◦attract and retain franchisees or renew existing franchise agreements without reducing contractual royalty rates or increasing the amount and prevalence of sales incentives;
◦alleviate or control the erosion of our share of the commission income generated by homesale transactions;
◦compete for real estate services business, including homesale transactions andancillary services such as title underwriting, title and settlement, mortgage origination, relocation and lead generation services;
◦compete against non-traditional competitors, including but not limited to, iBuying business models and virtual brokerages, in particular those competitors with access to significant third-party capital that may prioritize market share over profitability;
◦develop or procure products, services and technology that supportssupport our strategic initiatives;
◦realize the expected benefits from our non-exclusive mortgage origination joint venture, our RealSure joint venture, our planned title underwriting joint venture, or from other existing or future strategic partnerships;
◦achieve or maintain a beneficial cost structure or savings and other benefits from our cost-saving initiatives;
◦generate a meaningful number of high-quality leads for independent sales agents and franchisees; and
◦complete or integrate acquisitions and joint ventures into our existing operations, or to complete or effectively manage divestitures or other corporate transactions;
•The COVID-19 crisis has in the past, and may again (due to the impact of virus mutations or otherwise), amplify risks to our business, and worsening economic consequences of the crisis or the reinstatement of significant limitations on normal business operations could have a material adverse effect on our profitability, liquidity, financial condition and results of operations;
•Our financial condition and/or results of operations may be adversely impacted by risks related to our business structure, including, but not limited to:
◦our geographic and high-end market concentration;
◦the operating results of affiliated franchisees;franchisees and their ability to pay franchise and related fees;
◦continued consolidation among our top 250 franchisees;
◦difficulties in the business or changes in the licensing strategy of, or complications in our relationships with, the owners of the two brands we do not own;
◦the loss of our largest real estate benefit program client or multiple significant relocation clients;
◦continued reductions in refinancing activity or in corporate relocations or relocation benefits;
◦the failure of third-party vendors or partners to perform as expected or our failure to adequately monitor such third-parties; and
◦our reliance on information technology to operate our business and maintain our competitiveness; and
◦increases in mortgage rates, tightened mortgage underwriting standards or reductions in refinancing activity;
•Listing aggregator concentration and market power creates, and is expected to continue to create, disruption in the residential real estate brokerage industry, including with respect to ancillary services, which may have a material adverse effect on our results of operations and financial condition;
•Industry structure changes (aschanges—as a result of new laws, regulations, orconsent decrees, administrative policies or guidance, litigation or other legal action (such as investigations and regulatory proceedings), the rules of multiple listing services ("MLSs") or otherwise) the National Association of Realtors ("NAR") or otherwise—that disrupt the functioning of the residential real estate market could materially adversely affect our operations and financial results;
•We are subject to numerous risks related to our substantial indebtedness that could adversely limit our operations and/or adversely impact our liquidity, including but not limited to our interest obligations and the negative covenant restrictions contained in our debt agreements and our abilityability to refinance or repay our indebtedness or incur additional indebtednessindebtedness;
•;We are subject to risks related to the issuance of the Exchangeable Senior Notes and exchangeable note hedge and warrant transactions, including the potential impact on the value of our common stock and counterparty risk with respect to the exchangeable note hedge transactions;
•We are subject to risks related to legal and regulatory matters, which may cause us to incur increased costs (including in connection with compliance efforts) and any of which could result in adverse financial, operational or reputational consequences to us, including but not limited to our failure or alleged failure to comply with laws, regulations and regulatory interpretations and any changes or stricter interpretations of any of the foregoing (whether through private litigation or governmental action), including but not limited to: (1) antitrust laws and regulations, (2) the Real Estate Settlement Procedures Act ("RESPA") or other federal or state consumer protection or similar laws, and (3) state or federal employment laws or regulations that would require reclassification of independent contractor sales agents to employee status, (4) privacy or data security laws and regulations;
•We face reputational, business continuity and financial risks associated with cybersecurity incidents; and
•Our goodwill and other long-lived assets are subject to impairment which could negatively impact our earnings;
•Severe weather events or natural disasters, including increasing severity or frequency of such events due to climate change or otherwise, or other catastrophic events, including public health crises, such as pandemics and epidemics, may disrupt our business and have an unfavorable impact on homesale activity.
More information on factors that could cause actual results or events to differ materially from those anticipated is included from time to time in our reports filed with the Securities and Exchange Commission ("SEC"), including this Quarterly Report and our Annual Report on Form 10-K for the year ended December 31, 2020 (the "2020 Form 10-K"), particularly under the captions "Forward-Looking Statements," "Risk Factors" andFactors," "Management's Discussion and Analysis of Financial Condition and Results of Operations.Operations," and "Legal Proceedings". Most of these factors are difficult to anticipate and are generally beyond our control. You should consider these factors in connection with any forward-looking statements that may be made by us and our businesses generally.
All forward-looking statements herein speak only as of the date of this Quarterly Report. Except as is required by law, we expressly disclaim any obligation to publicly release any revisions to forward-looking statements to reflect events after the date of this Quarterly Report. For any forward-looking statement contained in this Quarterly Report, our public filings or other public statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Realogy Holdings Corp.
Results of Review of Interim Financial Statements
We have reviewed the accompanying condensed consolidated balance sheet of Realogy Holdings Corp. and its subsidiaries (the "Company") as of March 31,September 30, 2021, and the related condensed consolidated statements of operations and comprehensive income (loss) for the three-month and nine-month periods ended September 30, 2021 and2020, and of cash flows for the three-monthnine-month periods ended March 31,September 30, 2021 and 2020, including the related notes (collectively referred to as the “interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2020, and the related consolidated statements of operations, comprehensive (loss) income, equity and of cash flows for the year then ended (not presented herein), and in our report dated February 23, 2021, which included a paragraph describing a change in the manner of accounting for leases in the 2019 financial statements, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet information as of December 31, 2020, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These interim financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
May 5,November 3, 2021
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholder of Realogy Group LLC
Results of Review of Interim Financial Statements
We have reviewed the accompanying condensed consolidated balance sheet of Realogy Group LLC and its subsidiaries (the "Company") as of March 31,September 30, 2021, and the related condensed consolidated statements of operations and comprehensive income (loss) for the three-month and nine-month periods ended September 30, 2021 and 2020, and of cash flows for the three-monthnine-month periods ended March 31,September 30, 2021 and 2020, including the related notes (collectively referred to as the "interim financial statements"). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet of the Company as of December 31, 2020, and the related consolidated statements of operations, comprehensive (loss) income, and of cash flows for the year then ended (not presented herein), and in our report dated February 23, 2021, which included a paragraph describing a change in the manner of accounting for leases in the 2019 financial statements, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet information as of December 31, 2020, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These interim financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our reviews in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America applicable to reviews of interim financial information. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB or in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
May 5,November 3, 2021
REALOGY HOLDINGS CORP. AND REALOGY GROUP LLC
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
| | | | | | | | | | | |
| Three Months Ended |
| | March 31, |
| | 2021 | | 2020 |
| Revenues | | | |
| Gross commission income | $ | 1,154 | | | $ | 850 | |
| Service revenue | 249 | | | 202 | |
| Franchise fees | 105 | | | 71 | |
| Other | 39 | | | 45 | |
| Net revenues | 1,547 | | | 1,168 | |
| Expenses | | | |
| Commission and other agent-related costs | 885 | | | 630 | |
| Operating | 384 | | | 368 | |
| Marketing | 58 | | | 59 | |
| General and administrative | 90 | | | 88 | |
| Restructuring costs, net | 5 | | | 12 | |
| Impairments | 1 | | | 477 | |
| Depreciation and amortization | 51 | | | 45 | |
| Interest expense, net | 38 | | | 101 | |
| Loss on the early extinguishment of debt | 17 | | | 0 | |
| Other income, net | (2) | | | 0 | |
| Total expenses | 1,527 | | | 1,780 | |
| Income (loss) before income taxes, equity in earnings and noncontrolling interests | 20 | | | (612) | |
| Income tax expense (benefit) | 17 | | | (141) | |
| Equity in earnings of unconsolidated entities | (31) | | | (9) | |
| Net income (loss) | 34 | | | (462) | |
| Less: Net income attributable to noncontrolling interests | (1) | | | 0 | |
| Net income (loss) attributable to Realogy Holdings and Realogy Group | $ | 33 | | | $ | (462) | |
| | | |
| Earnings (loss) per share attributable to Realogy Holdings shareholders: |
| Basic earnings (loss) per share | $ | 0.28 | | | $ | (4.03) | |
| Diluted earnings (loss) per share | $ | 0.28 | | | $ | (4.03) | |
| Weighted average common and common equivalent shares of Realogy Holdings outstanding: |
| Basic | 115.9 | | | 114.7 | |
| Diluted | 118.4 | | | 114.7 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| | September 30, | | September 30, |
| | 2021 | | 2020 | | 2021 | | 2020 |
| Revenues | | | | | | | |
| Gross commission income | $ | 1,689 | | | $ | 1,458 | | | $ | 4,616 | | | $ | 3,227 | |
| Service revenue | 315 | | | 281 | | | 878 | | | 702 | |
| Franchise fees | 139 | | | 133 | | | 391 | | | 289 | |
| Other | 43 | | | 37 | | | 124 | | | 114 | |
| Net revenues | 2,186 | | | 1,909 | | | 6,009 | | | 4,332 | |
| Expenses | | | | | | | |
| Commission and other agent-related costs | 1,309 | | | 1,105 | | | 3,567 | | | 2,420 | |
| Operating | 424 | | | 380 | | | 1,230 | | | 1,068 | |
| Marketing | 69 | | | 55 | | | 193 | | | 155 | |
| General and administrative | 120 | | | 108 | | | 324 | | | 265 | |
| Former parent legacy cost, net | — | | | 1 | | | 1 | | | 1 | |
| Restructuring costs, net | 4 | | | 17 | | | 14 | | | 47 | |
| Impairments | 1 | | | 70 | | | 3 | | | 610 | |
| Depreciation and amortization | 50 | | | 43 | | | 152 | | | 134 | |
| Interest expense, net | 52 | | | 48 | | | 147 | | | 208 | |
| Loss on the early extinguishment of debt | 3 | | | — | | | 21 | | | 8 | |
| Other loss (income), net | 1 | | | — | | | (17) | | | — | |
| Total expenses | 2,033 | | | 1,827 | | | 5,635 | | | 4,916 | |
| Income (loss) before income taxes, equity in earnings and noncontrolling interests | 153 | | | 82 | | | 374 | | | (584) | |
| Income tax expense (benefit) | 48 | | | 36 | | | 125 | | | (110) | |
| Equity in earnings of unconsolidated entities | (11) | | | (53) | | | (52) | | | (98) | |
| Net income (loss) | 116 | | | 99 | | | 301 | | | (376) | |
| Less: Net income attributable to noncontrolling interests | (2) | | | (1) | | | (5) | | | (2) | |
| Net income (loss) attributable to Realogy Holdings and Realogy Group | $ | 114 | | | $ | 98 | | | $ | 296 | | | $ | (378) | |
| | | | | | | |
| Earnings (loss) per share attributable to Realogy Holdings shareholders: |
| Basic earnings (loss) per share | $ | 0.98 | | | $ | 0.85 | | | $ | 2.55 | | | $ | (3.28) | |
| Diluted earnings (loss) per share | $ | 0.95 | | | $ | 0.84 | | | $ | 2.46 | | | $ | (3.28) | |
| Weighted average common and common equivalent shares of Realogy Holdings outstanding: |
| Basic | 116.6 | | | 115.4 | | | 116.3 | | | 115.2 | |
| Diluted | 120.3 | | | 116.7 | | | 120.2 | | | 115.2 | |
See Notes to Condensed Consolidated Financial Statements.
6
REALOGY HOLDINGS CORP. AND REALOGY GROUP LLC
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
(Unaudited)
| | | | | | | | | | | |
| Three Months Ended |
| March 31, |
| 2021 | | 2020 |
| Net income (loss) | $ | 34 | | | $ | (462) | |
| Currency translation adjustment | (1) | | | (2) | |
| Defined benefit pension plan—amortization of actuarial loss to periodic pension cost | 1 | | | 1 | |
| Other comprehensive loss, before tax | 0 | | | (1) | |
| Income tax expense (benefit) related to items of other comprehensive income amounts | 0 | | | 0 | |
| Other comprehensive loss, net of tax | 0 | | | (1) | |
| Comprehensive income (loss) | 34 | | | (463) | |
| Less: comprehensive income attributable to noncontrolling interests | (1) | | | 0 | |
| Comprehensive income (loss) attributable to Realogy Holdings and Realogy Group | $ | 33 | | | $ | (463) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended | | Nine Months Ended |
| September 30, | | September 30, |
| 2021 | | 2020 | | 2021 | | 2020 |
| Net income (loss) | $ | 116 | | | $ | 99 | | | $ | 301 | | | $ | (376) | |
| Currency translation adjustment | — | | | — | | | (1) | | | (1) | |
| Defined benefit pension plan—amortization of actuarial loss to periodic pension cost | — | | | 1 | | | 2 | | | 2 | |
| Other comprehensive income, before tax | — | | | 1 | | | 1 | | | 1 | |
| Income tax expense (benefit) related to items of other comprehensive income amounts | — | | | — | | | — | | | — | |
| Other comprehensive income, net of tax | — | | | 1 | | | 1 | | | 1 | |
| Comprehensive income (loss) | 116 | | | 100 | | | 302 | | | (375) | |
| Less: comprehensive income attributable to noncontrolling interests | (2) | | | (1) | | | (5) | | | (2) | |
| Comprehensive income (loss) attributable to Realogy Holdings and Realogy Group | $ | 114 | | | $ | 99 | | | $ | 297 | | | $ | (377) | |
See Notes to Condensed Consolidated Financial Statements.
7
REALOGY HOLDINGS CORP. AND REALOGY GROUP LLC
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
(Unaudited)
| | | | | | | | | | | |
| | March 31,
2021 | | December 31,
2020 |
| | |
| ASSETS | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 404 | | | $ | 520 | |
| Restricted cash | 5 | | | 3 | |
| Trade receivables (net of allowance for doubtful accounts of $12 and $13) | 130 | | | 128 | |
| Relocation receivables | 144 | | | 139 | |
| Other current assets | 186 | | | 154 | |
| Total current assets | 869 | | | 944 | |
| Property and equipment, net | 308 | | | 317 | |
| Operating lease assets, net | 460 | | | 450 | |
| Goodwill | 2,909 | | | 2,910 | |
| Trademarks | 685 | | | 685 | |
| Franchise agreements, net | 1,071 | | | 1,088 | |
| Other intangibles, net | 183 | | | 188 | |
| Other non-current assets | 409 | | | 352 | |
| Total assets | $ | 6,894 | | | $ | 6,934 | |
| LIABILITIES AND EQUITY | | | |
| Current liabilities: | | | |
| Accounts payable | $ | 103 | | | $ | 128 | |
| Securitization obligations | 100 | | | 106 | |
| Current portion of long-term debt | 17 | | | 62 | |
| Current portion of operating lease liabilities | 126 | | | 129 | |
| Accrued expenses and other current liabilities | 523 | | | 600 | |
| Total current liabilities | 869 | | | 1,025 | |
| Long-term debt | 3,190 | | | 3,145 | |
| Long-term operating lease liabilities | 439 | | | 430 | |
| Deferred income taxes | 292 | | | 276 | |
| Other non-current liabilities | 307 | | | 291 | |
| Total liabilities | 5,097 | | | 5,167 | |
| Commitments and contingencies (Note 8) | | | |
| Equity: | | | |
| Realogy Holdings preferred stock: $0.01 par value; 50,000,000 shares authorized, NaN issued and outstanding at March 31, 2021 and December 31, 2020 | 0 | | | 0 | |
| Realogy Holdings common stock: $0.01 par value; 400,000,000 shares authorized, 116,411,025 shares issued and outstanding at March 31, 2021 and 115,457,067 shares issued and outstanding at December 31, 2020 | 1 | | | 1 | |
| Additional paid-in capital | 4,874 | | | 4,876 | |
| Accumulated deficit | (3,022) | | | (3,055) | |
| Accumulated other comprehensive loss | (59) | | | (59) | |
| Total stockholders' equity | 1,794 | | | 1,763 | |
| Noncontrolling interests | 3 | | | 4 | |
| Total equity | 1,797 | | | 1,767 | |
| Total liabilities and equity | $ | 6,894 | | | $ | 6,934 | |
| | | | | | | | | | | |
| | September 30,
2021 | | December 31, 2020 |
| | |
| ASSETS | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 701 | | | $ | 520 | |
| Restricted cash | 5 | | | 3 | |
| Trade receivables (net of allowance for doubtful accounts of $11 and $13) | 140 | | | 128 | |
| Relocation receivables | 185 | | | 139 | |
| Other current assets | 194 | | | 154 | |
| Total current assets | 1,225 | | | 944 | |
| Property and equipment, net | 302 | | | 317 | |
| Operating lease assets, net | 448 | | | 450 | |
| Goodwill | 2,899 | | | 2,910 | |
| Trademarks | 685 | | | 685 | |
| Franchise agreements, net | 1,038 | | | 1,088 | |
| Other intangibles, net | 175 | | | 188 | |
| Other non-current assets | 421 | | | 352 | |
| Total assets | $ | 7,193 | | | $ | 6,934 | |
| LIABILITIES AND EQUITY | | | |
| Current liabilities: | | | |
| Accounts payable | $ | 125 | | | $ | 128 | |
| Securitization obligations | 146 | | | 106 | |
| Current portion of long-term debt | 9 | | | 62 | |
| Current portion of operating lease liabilities | 126 | | | 129 | |
| Accrued expenses and other current liabilities | 661 | | | 600 | |
| Total current liabilities | 1,067 | | | 1,025 | |
| Long-term debt | 2,938 | | | 3,145 | |
| Long-term operating lease liabilities | 418 | | | 430 | |
| Deferred income taxes | 353 | | | 276 | |
| Other non-current liabilities | 289 | | | 291 | |
| Total liabilities | 5,065 | | | 5,167 | |
| Commitments and contingencies (Note 8) | | | |
| Equity: | | | |
| Realogy Holdings preferred stock: $0.01 par value; 50,000,000 shares authorized, none issued and outstanding at September 30, 2021 and December 31, 2020 | — | | | — | |
| Realogy Holdings common stock: $0.01 par value; 400,000,000 shares authorized, 116,586,201 shares issued and outstanding at September 30, 2021 and 115,457,067 shares issued and outstanding at December 31, 2020 | 1 | | | 1 | |
| Additional paid-in capital | 4,939 | | | 4,876 | |
| Accumulated deficit | (2,759) | | | (3,055) | |
| Accumulated other comprehensive loss | (58) | | | (59) | |
| Total stockholders' equity | 2,123 | | | 1,763 | |
| Noncontrolling interests | 5 | | | 4 | |
| Total equity | 2,128 | | | 1,767 | |
| Total liabilities and equity | $ | 7,193 | | | $ | 6,934 | |
See Notes to Condensed Consolidated Financial Statements.
8
REALOGY HOLDINGS CORP. AND REALOGY GROUP LLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
| | | | | | | | | | | |
| | Three Months Ended
March 31, |
| | 2021 | | 2020 |
| Operating Activities | | | |
| Net income (loss) | $ | 34 | | | $ | (462) | |
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | | |
| Depreciation and amortization | 51 | | | 45 | |
| Deferred income taxes | 15 | | | (137) | |
| Impairments | 1 | | | 477 | |
| Amortization of deferred financing costs and debt discount (premium) | 3 | | | 2 | |
| Loss on the early extinguishment of debt | 17 | | | 0 | |
| Equity in earnings of unconsolidated entities | (31) | | | (9) | |
| Stock-based compensation | 6 | | | 6 | |
| Mark-to-market adjustments on derivatives | (13) | | | 51 | |
| Other adjustments to net income (loss) | (2) | | | 0 | |
| Net change in assets and liabilities, excluding the impact of acquisitions and dispositions: | | | |
| Trade receivables | (3) | | | (15) | |
| Relocation receivables | (4) | | | 14 | |
| Other assets | (14) | | | (26) | |
| Accounts payable, accrued expenses and other liabilities | (117) | | | (23) | |
| Dividends received from unconsolidated entities | 31 | | | 1 | |
| Other, net | (11) | | | (6) | |
| Net cash used in operating activities | (37) | | | (82) | |
| Investing Activities | | | |
| Property and equipment additions | (23) | | | (29) | |
| Proceeds from the sale of assets | 2 | | | 0 | |
| Investment in unconsolidated entities | (6) | | | (1) | |
| Other, net | (5) | | | (9) | |
| Net cash used in investing activities | (32) | | | (39) | |
| Financing Activities | | | |
| Net change in Revolving Credit Facility | 0 | | | 565 | |
| Payments for refinancing of Term Loan A Facility and Term Loan B Facility | (905) | | | 0 | |
| Proceeds from issuance of Senior Notes | 905 | | | 0 | |
| Amortization payments on term loan facilities | (3) | | | (7) | |
| Net change in securitization obligations | (7) | | | (43) | |
| Debt issuance costs | (8) | | | 0 | |
| Cash paid for fees associated with early extinguishment of debt | (11) | | | 0 | |
| Taxes paid related to net share settlement for stock-based compensation | (8) | | | (4) | |
| Other, net | (8) | | | (11) | |
| Net cash (used in) provided by financing activities | (45) | | | 500 | |
| Effect of changes in exchange rates on cash, cash equivalents and restricted cash | 0 | | | (1) | |
| Net (decrease) increase in cash, cash equivalents and restricted cash | (114) | | | 378 | |
| Cash, cash equivalents and restricted cash, beginning of period | 523 | | | 266 | |
| Cash, cash equivalents and restricted cash, end of period | $ | 409 | | | $ | 644 | |
| | | |
| Supplemental Disclosure of Cash Flow Information | | | |
| Interest payments (including securitization interest of $1 and $2 respectively) | $ | 14 | | | $ | 20 | |
| Income tax payments (refunds), net | 2 | | | (1) | |
| | | | | | | | | | | |
| | Nine Months Ended
September 30, |
| | 2021 | | 2020 |
| Operating Activities | | | |
| Net income (loss) | $ | 301 | | | $ | (376) | |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | |
| Depreciation and amortization | 152 | | | 134 | |
| Deferred income taxes | 76 | | | (112) | |
| Impairments | 3 | | | 610 | |
| Amortization of deferred financing costs and debt discount (premium) | 12 | | | 8 | |
| Loss on the early extinguishment of debt | 21 | | | 8 | |
| Gain on the sale of business, net | (14) | | | — | |
| Equity in earnings of unconsolidated entities | (52) | | | (98) | |
| Stock-based compensation | 21 | | | 19 | |
| Mark-to-market adjustments on derivatives | (8) | | | 59 | |
| Other adjustments to net income (loss) | (2) | | | (1) | |
| Net change in assets and liabilities, excluding the impact of acquisitions and dispositions: | | | |
| Trade receivables | (13) | | | (24) | |
| Relocation receivables | (46) | | | 2 | |
| Other assets | (12) | | | 15 | |
| Accounts payable, accrued expenses and other liabilities | 32 | | | 137 | |
| Dividends received from unconsolidated entities | 49 | | | 59 | |
| Other, net | (31) | | | (22) | |
| Net cash provided by operating activities | 489 | | | 418 | |
| Investing Activities | | | |
| Property and equipment additions | (71) | | | (69) | |
| Proceeds from the sale of business | 15 | | | — | |
| Investment in unconsolidated entities | (7) | | | (2) | |
| Other, net | (5) | | | (13) | |
| Net cash used in investing activities | (68) | | | (84) | |
| Financing Activities | | | |
| Net change in Revolving Credit Facility | — | | | (50) | |
| Repayments of Term Loan A Facility and Term Loan B Facility | (1,490) | | | — | |
| Proceeds from issuance of Senior Notes | 905 | | | — | |
| Proceeds from issuance of Senior Secured Second Lien Notes | — | | | 550 | |
| Redemption of Senior Notes | — | | | (550) | |
| 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 | (8) | | | (31) | |
| Net change in securitization obligations | 40 | | | (62) | |
| Debt issuance costs | (20) | | | (14) | |
| Cash paid for fees associated with early extinguishment of debt | (11) | | | (7) | |
| Taxes paid related to net share settlement for stock-based compensation | (9) | | | (5) | |
| Other, net | (27) | | | (34) | |
| Net cash used in financing activities | (238) | | | (203) | |
| Effect of changes in exchange rates on cash, cash equivalents and restricted cash | — | | | — | |
| Net increase in cash, cash equivalents and restricted cash | 183 | | | 131 | |
| Cash, cash equivalents and restricted cash, beginning of period | 523 | | | 266 | |
| Cash, cash equivalents and restricted cash, end of period | $ | 706 | | | $ | 397 | |
| | | |
| Supplemental Disclosure of Cash Flow Information | | | |
| Interest payments (including securitization interest of $3 and $4 respectively) | $ | 121 | | | $ | 133 | |
| Income tax payments (refunds), net | 32 | | | (9) | |
See Notes to Condensed Consolidated Financial Statements.
9
REALOGY HOLDINGS CORP. AND REALOGY GROUP LLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unless otherwise noted, all amounts are in millions)
(Unaudited)
1. BASIS OF PRESENTATION
Realogy Holdings Corp. ("Realogy Holdings", "Realogy" or the "Company") is a holding company for its consolidated subsidiaries including Realogy Intermediate Holdings LLC ("Realogy Intermediate") and Realogy Group LLC ("Realogy Group") and its consolidated subsidiaries. Realogy, through its subsidiaries, is a global provider of residential real estate services. Neither Realogy Holdings, the indirect parent of Realogy Group, nor Realogy Intermediate, the direct parent company of Realogy Group, conducts any operations other than with respect to its respective direct or indirect ownership of Realogy Group. As a result, the consolidated financial positions, results of operations, comprehensive income (loss) and cash flows of Realogy Holdings, Realogy Intermediate and Realogy Group are the same.
The accompanying Condensed Consolidated Financial Statements include the financial statements of Realogy Holdings and Realogy Group. Realogy Holdings' only asset is its investment in the common stock of Realogy Intermediate, and Realogy Intermediate's only asset is its investment in Realogy Group. Realogy Holdings' only obligations are its guarantees of certain borrowings and certain franchise obligations of Realogy Group. All expenses incurred by Realogy Holdings and Realogy Intermediate are for the benefit of Realogy Group and have been reflected in Realogy Group's Condensed Consolidated Financial Statements.
The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America and with Article 10 of Regulation S-X. Interim results may not be indicative of full year performance because of seasonal and short-term variations. The Company has eliminated all material intercompany transactions and balances between entities consolidated in these financial statements. In presenting the Condensed Consolidated Financial Statements, management makes estimates and assumptions that affect the amounts reported and the related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ materially from those estimates.
In management's opinion, the accompanying unaudited Condensed Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair statement of Realogy Holdings and Realogy Group's financial position as of March 31,September 30, 2021 and the results of operations and comprehensive income (loss) for the three and nine months ended March 31,September 30, 2021 and 2020 and cash flows for the threenine months ended March 31,September 30, 2021 and 2020. The Consolidated Balance Sheet at December 31, 2020 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2020.
Fair Value Measurements
The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value.
| | | | | | | | |
| Level Input: | | Input Definitions: |
| | |
| Level I | | Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. |
| |
| Level II | | Inputs other than quoted prices included in Level I that are observable for the asset or liability through corroboration with market data at the measurement date. |
| |
| Level III | | Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. |
The availability of observable inputs can vary from asset to asset and is affected by a wide variety of factors, including, for example, the type of asset, whether the asset is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level III. In certain cases, the
inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure
purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The fair value of financial instruments is generally determined by reference to quoted market values. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The fair value of interest rate swaps is determined based upon a discounted cash flow approach.
The Company measures financial instruments at fair value on a recurring basis and recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred.
The following table summarizes fair value measurements by level at March 31,September 30, 2021 for assets and liabilities measured at fair value on a recurring basis:
| | | Level I | | Level II | | Level III | | Total | | Level I | | Level II | | Level III | | Total |
| Deferred compensation plan assets (included in other non-current assets) | Deferred compensation plan assets (included in other non-current assets) | $ | 1 | | | $ | 0 | | | $ | 0 | | | $ | 1 | | Deferred compensation plan assets (included in other non-current assets) | $ | 1 | | | $ | — | | | $ | — | | | $ | 1 | |
| Interest rate swaps (included in other non-current liabilities) | Interest rate swaps (included in other non-current liabilities) | 0 | | | 63 | | | 0 | | | 63 | | Interest rate swaps (included in other non-current liabilities) | — | | | 57 | | | — | | | 57 | |
| Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | 0 | | | 0 | | | 3 | | | 3 | | Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | — | | | — | | | 3 | | | 3 | |
The following table summarizes fair value measurements by level at December 31, 2020 for assets and liabilities measured at fair value on a recurring basis:
| | | Level I | | Level II | | Level III | | Total | | Level I | | Level II | | Level III | | Total |
| Deferred compensation plan assets (included in other non-current assets) | Deferred compensation plan assets (included in other non-current assets) | $ | 1 | | | $ | 0 | | | $ | 0 | | | $ | 1 | | Deferred compensation plan assets (included in other non-current assets) | $ | 1 | | | $ | — | | | $ | — | | | $ | 1 | |
| Interest rate swaps (included in other non-current liabilities) | Interest rate swaps (included in other non-current liabilities) | 0 | | | 81 | | | 0 | | | 81 | | Interest rate swaps (included in other non-current liabilities) | — | | | 81 | | | — | | | 81 | |
| Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | 0 | | | 0 | | | 3 | | | 3 | | Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | — | | | — | | | 3 | | | 3 | |
The fair value of the Company’s contingent consideration for acquisitions is measured using a probability weighted-average discount rate to estimate future cash flows based upon the likelihood of achieving future operating results for individual acquisitions. These assumptions are deemed to be unobservable inputs and as such the Company’s contingent consideration is classified within Level III of the valuation hierarchy. The Company reassesses the fair value of the contingent consideration liabilities on a quarterly basis.
The following table presents changes in Level III financial liabilities measured at fair value on a recurring basis:
| | | | | | | | |
| | Level III |
| Fair value of contingent consideration at December 31, 2020 | | $ | 3 | |
| Additions: contingent consideration related to acquisitions completed during the period | | 1 | |
| Reductions: payments of contingent consideration | | (1) | |
| Changes in fair value (reflected in general and administrative expenses) | | 0— | |
Fair value of contingent consideration at March 31,September 30, 2021 | | $ | 3 | |
The following table summarizes the principal amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at:
| | | | March 31, 2021 | | December 31, 2020 | | September 30, 2021 | | December 31, 2020 |
| Debt | Debt | Principal Amount | | Estimated
Fair Value (a) | | Principal Amount | | Estimated
Fair Value (a) | Debt | Principal Amount | | Estimated
Fair Value (a) | | Principal Amount | | Estimated
Fair Value (a) |
| Senior Secured Credit Facility: | Senior Secured Credit Facility: | | | | | | | | Senior Secured Credit Facility: | | | | | | | |
| Non-extended Revolving Credit Commitment | Non-extended Revolving Credit Commitment | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | Non-extended Revolving Credit Commitment | $ | — | | | $ | — | | | $ | — | | | $ | — | |
| Extended Revolving Credit Commitment | Extended Revolving Credit Commitment | 0 | | | 0 | | | 0 | | | 0 | | Extended Revolving Credit Commitment | — | | | — | | | — | | | — | |
| Term Loan B | Term Loan B | 390 | | | 385 | | | 1,048 | | | 1,032 | | Term Loan B | — | | | — | | | 1,048 | | | 1,032 | |
| Term Loan A Facility: | Term Loan A Facility: | | Term Loan A Facility: | |
| Non-extended Term Loan A | Non-extended Term Loan A | 197 | | | 194 | | | 684 | | | 671 | | Non-extended Term Loan A | — | | | — | | | 684 | | | 671 | |
| Extended Term Loan A | Extended Term Loan A | 237 | | | 234 | | | 0 | | | 0 | | Extended Term Loan A | 234 | | | 230 | | | — | | | — | |
| 7.625% Senior Secured Second Lien Notes | 7.625% Senior Secured Second Lien Notes | 550 | | | 598 | | | 550 | | | 595 | | 7.625% Senior Secured Second Lien Notes | 550 | | | 586 | | | 550 | | | 595 | |
| 4.875% Senior Notes | 4.875% Senior Notes | 407 | | | 419 | | | 407 | | | 415 | | 4.875% Senior Notes | 407 | | | 422 | | | 407 | | | 415 | |
| 9.375% Senior Notes | 9.375% Senior Notes | 550 | | | 609 | | | 550 | | | 609 | | 9.375% Senior Notes | 550 | | | 604 | | | 550 | | | 609 | |
| 5.75% Senior Notes | 5.75% Senior Notes | 900 | | | 889 | | | 0 | | | 0 | | 5.75% Senior Notes | 900 | | | 932 | | | — | | | — | |
| 0.25% Exchangeable Senior Notes | | 0.25% Exchangeable Senior Notes | 403 | | | 406 | | | — | | | — | |
_______________
(a)The fair value of the Company's indebtedness is categorized as Level II.
Equity Method Investments
At March 31,September 30, 2021 and December 31, 2020, the Company had various equity method investments which are recorded within other non-current assets on the accompanying Condensed Consolidated Balance Sheets.
The Company's investment in Guaranteed Rate Affinity, LLC ("Guaranteed Rate Affinity") at Realogy Title Group had an investment balancebalances of $94 million and $90 million at both March 31,September 30, 2021 and December 31, 2020. The2020, respectively. For the three months ended September 30, 2021 and 2020, the Company recorded equity earnings of $30$11 million and $9$51 million, respectively, related to its investment in Guaranteed Rate Affinity forAffinity. For the first quarter ofnine months ended September 30, 2021 and 2020, respectively.the Company recorded equity earnings of $49 million and $95 million, respectively, related to its investment in Guaranteed Rate Affinity. The Company received $30$44 million and $56 million in cash dividends from Guaranteed Rate Affinity during the threenine months ended March 31,September 30, 2021 and 0 cash dividends during the three months ended March 31, 2020.2020, respectively.
The Company's other equity method investments had investment balances totaling $12 million and $10 million at March 31,September 30, 2021 and December 31, 2020, respectively. The Company recorded $1no equity earnings and $2 million equity earnings from the operations of these equity method investments infor the first quarter ofthree months ended September 30, 2021 and 2020, respectively. The Company recorded 0$3 million equity earnings or losses forfrom the first quarteroperations of these equity method investments during both the nine months ended September 30, 2021 and 2020. The Company received $1$5 million and $3 million in cash dividends from these equity method investments during both the threenine months ended March 31,September 30, 2021 and 2020.2020, respectively.
Income Taxes
The Company's provision for income taxes in interim periods is computed by applying its estimated annual effective tax rate against the income before income taxes for the period. In addition, non-recurring or discrete items are recorded in the period in which they occur. The provision for income taxes was an expense of $17$48 million and a benefit of $141$36 million for the three months ended March 31,September 30, 2021 and 2020, respectively, and an expense of $125 million and a benefit of $110 million for the nine months ended September 30, 2021 and 2020, respectively.
Derivative Instruments
The Company records derivatives and hedging activities on the balance sheet at their respective fair values. The Company enters into interest rate swaps to manage its exposure to changes in interest rates associated with its variable rate borrowings. As of March 31,September 30, 2021, the Company had interest rate swaps with an aggregate notional value of $1,000 million to offset the variability in cash flows resulting from the term loan facilities as follows:
| | | | | | | | | | | | | | | | | |
| Notional Value (in millions) | | Commencement Date | | Expiration Date | |
| $450 | | November 2017 | | November 2022 | |
| $400 | | August 2020 | | August 2025 | |
| $150 | | November 2022 | | November 2027 | |
The swaps help to protect our outstanding variable rate borrowings from future interest rate volatility. The Company has not elected to utilize hedge accounting for these interest rate swaps; therefore, any change in fair value is recorded in the Condensed Consolidated Statements of Operations.
The fair value of derivative instruments was as follows:
| | Not Designated as Hedging Instruments | Not Designated as Hedging Instruments | | Balance Sheet Location | | March 31, 2021 | | December 31, 2020 | Not Designated as Hedging Instruments | | Balance Sheet Location | | September 30, 2021 | | December 31, 2020 |
| Interest rate swap contracts | Interest rate swap contracts | | Other non-current liabilities | | 63 | | | 81 | | Interest rate swap contracts | | Other non-current liabilities | | 57 | | | 81 | |
The effect of derivative instruments on earnings was as follows:
| | | | | | | | | | | | | | | | | | | | |
| Derivative Instruments Not Designated as Hedging Instruments | | Location of Loss or (Gain) Recognized for Derivative Instruments | | Loss or (Gain) Recognized on Derivatives |
| Three Months Ended March 31, |
| 2021 | | 2020 |
| Interest rate swap contracts | | Interest expense | | $ | (13) | | | $ | 51 | |
Restricted Cash
Restricted cash primarily relates to amounts specifically designated as collateral for the repayment of outstanding borrowings under the Company’s securitization facilities. Such amounts approximated $5 million at March 31, 2021 and $3 million at December 31, 2020. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Derivative Instruments Not Designated as Hedging Instruments | | Location of Loss or (Gain) Recognized for Derivative Instruments | | Loss or (Gain) Recognized on Derivatives |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2021 | | 2020 | | 2021 | | 2020 |
| Interest rate swap contracts | | Interest expense | | $ | (1) | | | $ | — | | | $ | (8) | | | $ | 59 | |
Revenue
Revenue is recognized upon the transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services in accordance with the revenue standard. The Company's revenue is disaggregated by major revenue categories on our Condensed Consolidated Statements of Operations and further disaggregated by business segment as follows:
| | | Three Months Ended March 31, | | Three Months Ended September 30, |
| | Realogy Franchise Group | | Realogy Brokerage Group | | Realogy Title
Group | | Corporate and Other | | Total
Company | | Realogy Franchise Group | | Realogy Brokerage Group | | Realogy Title
Group | | Corporate and Other | | Total
Company |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 |
| Gross commission income (a) | Gross commission income (a) | $ | 0 | | | $ | 0 | | | $ | 1,154 | | | $ | 850 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 1,154 | | | $ | 850 | | Gross commission income (a) | $ | — | | | $ | — | | | $ | 1,689 | | | $ | 1,458 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,689 | | | $ | 1,458 | |
| Service revenue (b) | Service revenue (b) | 47 | | | 64 | | | 7 | | | 5 | | | 195 | | | 133 | | | 0 | | | 0 | | | 249 | | | 202 | | Service revenue (b) | 66 | | | 65 | | | 7 | | | 9 | | | 242 | | | 207 | | | — | | | — | | | 315 | | | 281 | |
| Franchise fees (c) | Franchise fees (c) | 181 | | | 127 | | | 0 | | | 0 | | | 0 | | | 0 | | | (76) | | | (56) | | | 105 | | | 71 | | Franchise fees (c) | 247 | | | 227 | | | — | | | — | | | — | | | — | | | (108) | | | (94) | | | 139 | | | 133 | |
| Other (d) | Other (d) | 26 | | | 29 | | | 10 | | | 14 | | | 6 | | | 4 | | | (3) | | | (2) | | | 39 | | | 45 | | Other (d) | 29 | | | 22 | | | 9 | | | 12 | | | 8 | | | 6 | | | (3) | | | (3) | | | 43 | | | 37 | |
| Net revenues | Net revenues | $ | 254 | | | $ | 220 | | | $ | 1,171 | | | $ | 869 | | | $ | 201 | | | $ | 137 | | | $ | (79) | | | $ | (58) | | | $ | 1,547 | | | $ | 1,168 | | Net revenues | $ | 342 | | | $ | 314 | | | $ | 1,705 | | | $ | 1,479 | | | $ | 250 | | | $ | 213 | | | $ | (111) | | | $ | (97) | | | $ | 2,186 | | | $ | 1,909 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Nine Months Ended September 30, |
| Realogy Franchise Group | | Realogy Brokerage Group | | Realogy Title
Group | | Corporate and Other | | Total
Company |
| 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 |
| Gross commission income (a) | $ | — | | | $ | — | | | $ | 4,616 | | | $ | 3,227 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 4,616 | | | $ | 3,227 | |
| Service revenue (b) | 173 | | | 190 | | | 22 | | | 18 | | | 683 | | | 494 | | | — | | | — | | | 878 | | | 702 | |
| Franchise fees (c) | 687 | | | 502 | | | — | | | — | | | — | | | — | | | (296) | | | (213) | | | 391 | | | 289 | |
| Other (d) | 83 | | | 69 | | | 29 | | | 36 | | | 23 | | | 16 | | | (11) | | | (7) | | | 124 | | | 114 | |
| Net revenues | $ | 943 | | | $ | 761 | | | $ | 4,667 | | | $ | 3,281 | | | $ | 706 | | | $ | 510 | | | $ | (307) | | | $ | (220) | | | $ | 6,009 | | | $ | 4,332 | |
______________
(a)Gross commission income at Realogy Brokerage Group is recognized at a point in time at the closing of a homesale transaction.
(b)Service revenue primarily consists of title and escrow fees at Realogy Title Group and are recognized at a point in time at the closing of a homesale transaction. Service revenue at Realogy Franchise Group includes relocation fees, which are recognized as revenue when or as the related performance obligation is satisfied dependent on the type of service performed, and fees related to leads and related services, which are recognized at a point in time at the closing of a homesale transaction or at the completion of the related service.
(c)Franchise fees at Realogy Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction).
(d)Other revenue is comprised of brand marketing funds received from franchisees at Realogy Franchise Group and other miscellaneous revenues across all of the business segments.
The following table shows the change in the Company's contract liabilities (deferred revenue) related to revenue contracts by reportable segment for the period:
| | | | Beginning Balance at January 1, 2021 | | Additions during the period | | Recognized as Revenue during the period | | Ending Balance at March 31, 2021 | | Beginning Balance at January 1, 2021 | | Additions during the period | | Recognized as Revenue during the period | | Ending Balance at September 30, 2021 |
| Realogy Franchise Group: | Realogy Franchise Group: | | | | | | | | Realogy Franchise Group: | | | | | | | |
| Deferred area development fees (a) | Deferred area development fees (a) | $ | 43 | | | $ | 1 | | | $ | (3) | | | $ | 41 | | Deferred area development fees (a) | $ | 43 | | | $ | 1 | | | $ | (4) | | | $ | 40 | |
| Deferred brand marketing fund fees (b) | Deferred brand marketing fund fees (b) | 14 | | | 24 | | | (23) | | | 15 | | Deferred brand marketing fund fees (b) | 14 | | | 78 | | | (71) | | | 21 | |
| Deferred outsourcing management fees (c) | Deferred outsourcing management fees (c) | 3 | | | 8 | | | (8) | | | 3 | | Deferred outsourcing management fees (c) | 3 | | | 31 | | | (30) | | | 4 | |
| Other deferred income related to revenue contracts | Other deferred income related to revenue contracts | 10 | | | 9 | | | (8) | | | 11 | | Other deferred income related to revenue contracts | 10 | | | 24 | | | (23) | | | 11 | |
| Total Realogy Franchise Group | Total Realogy Franchise Group | 70 | | | 42 | | | (42) | | | 70 | | Total Realogy Franchise Group | 70 | | | 134 | | | (128) | | | 76 | |
| Realogy Brokerage Group: | Realogy Brokerage Group: | | Realogy Brokerage Group: | |
| Advanced commissions related to development business (d) | Advanced commissions related to development business (d) | 9 | | | 0 | | | 0 | | | 9 | | Advanced commissions related to development business (d) | 9 | | | 2 | | | — | | | 11 | |
| Other deferred income related to revenue contracts | Other deferred income related to revenue contracts | 3 | | | 2 | | | (1) | | | 4 | | Other deferred income related to revenue contracts | 3 | | | 2 | | | (2) | | | 3 | |
| Total Realogy Brokerage Group | Total Realogy Brokerage Group | 12 | | | 2 | | | (1) | | | 13 | | Total Realogy Brokerage Group | 12 | | | 4 | | | (2) | | | 14 | |
| Total | Total | $ | 82 | | | $ | 44 | | | $ | (43) | | | $ | 83 | | Total | $ | 82 | | | $ | 138 | | | $ | (130) | | | $ | 90 | |
_______________
(a)The Company collects initial area development fees ("ADF") for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from Realogy’s brands. In the event an ADF agreement is terminated prior to the end of its term, the unamortized deferred revenue balance will be recognized into revenue immediately upon termination.
(b)Revenues recognized include intercompany marketing fees paid by Realogy Brokerage Group.
(c)The Company earns revenues from outsourcing management fees charged to clients that may cover several of the relocation services listed above, according to the clients' specific needs. Outsourcing management fees are recorded as deferred revenue when billed (usually at the start of the relocation) and are recognized as revenue over the average time period required to complete the transferee's move, or a phase of the move that the fee covers, which is typically 3 to 6 months depending on the move type.
(d)New development closings generally have a development period of between 18 and 24 months from contracted date to closing.
Allowance for Doubtful Accounts
The Company estimates the allowance necessary to provide for uncollectible accounts receivable. The estimate is based on historical experience, combined with a review of current conditions and forecasts of future losses, and includes specific accounts for which payment has become unlikely. The process by which the Company calculates the allowance begins in the individual business units where specific problem accounts are identified and reserved primarily based upon the age profile of the receivables and specific payment issues, combined with reasonable and supportable forecasts of future losses.
Supplemental Cash Flow Information
Significant non-cash transactions included finance lease additions of $1$4 million and $4$9 million during the threenine months ended March 31,September 30, 2021 and 2020, respectively, which resulted in non-cash additions to property and equipment, net and other non-current liabilities.
Leases
Other than the Company's facility closures as described in Note 5, "Restructuring Costs," the Company's lease obligations as of March 31,September 30, 2021 have not changed materially from the amounts reported in our 2020 Form 10-K.
Recently Adopted Accounting Pronouncements
The Company adopted the new standard on Simplifying the Accounting for Income Taxes effective January 1, 2021. The new standard clarifies and simplifies aspects of the accounting for income taxes to help promote consistent application of GAAP by eliminating certain exceptions to the general principles of ASC Topic 740, Income Taxes. The adoption of this guidance did not have an impact to the Company’s Consolidated Financial Statements upon adoption on January 1, 2021.
Recently Issued Accounting Pronouncements
The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs"). Recently issued standards were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations.
The FASB issued its new standard on Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity which simplifies the accounting for instruments with characteristics of liabilities and equity, including convertible debt. The new standard reduces the number of accounting models for convertible debt instruments and convertible preferred stock resulting in fewer embedded conversion features being separately recognized from the host contract and the interest rate of more convertible debt instruments being closer to the coupon interest rate, as compared with current guidance. The new standard also amends the derivative guidance for the “own stock” scope exception, which exempts qualifying instruments from being accounted for as derivatives if certain criteria are met. In addition, the standard changes the diluted earnings per share calculation for instruments that may be settled in cash or shares and for convertible instruments. The new standard is effective for reporting periods beginning on or after December 15, 2021 with early adoption permitted asand permits the use of either the modified retrospective or fully retrospective method of transition. The Company plans to adopt the new standard on January 1, 2021. The new standard requires adoption2022 using either a full orthe modified retrospective approach and is not expected to have ancurrently evaluating the impact of adopting this standard on the Company's financial statements.
2. GOODWILL AND INTANGIBLE ASSETS
Goodwill
Goodwill by reporting unit and changes in the carrying amount are as follows:
| | | Realogy Franchise Group | | Realogy Brokerage Group | | Realogy
Title Group | | Total
Company | | Realogy Franchise Group | | Realogy Brokerage Group | | Realogy
Title Group | | Total
Company |
| Balance at December 31, 2020 | Balance at December 31, 2020 | $ | 2,509 | | | $ | 245 | | | $ | 156 | | | $ | 2,910 | | Balance at December 31, 2020 | $ | 2,509 | | | $ | 245 | | | $ | 156 | | | $ | 2,910 | |
| Goodwill acquired (a) | Goodwill acquired (a) | 0 | | | 0 | | | 2 | | | 2 | | Goodwill acquired (a) | — | | | — | | | 2 | | | 2 | |
| Goodwill reduction for sale of a business (b) | Goodwill reduction for sale of a business (b) | (3) | | | 0 | | | 0 | | | (3) | | Goodwill reduction for sale of a business (b) | (3) | | | (10) | | | — | | | (13) | |
| Balance at March 31, 2021 | $ | 2,506 | | | $ | 245 | | | $ | 158 | | | $ | 2,909 | | |
| Balance at September 30, 2021 | | Balance at September 30, 2021 | $ | 2,506 | | | $ | 235 | | | $ | 158 | | | $ | 2,899 | |
| | Accumulated impairment losses (c) | Accumulated impairment losses (c) | $ | 1,447 | | | $ | 808 | | | $ | 324 | | | $ | 2,579 | | Accumulated impairment losses (c) | $ | 1,447 | | | $ | 808 | | | $ | 324 | | | $ | 2,579 | |
_______________
(a)Goodwill acquired during the threenine months ended March 31,September 30, 2021 relates to the acquisition of 1 title and settlement operation.
(b)Goodwill reduction during the three months ended March 31, 2021 relates to the sale of a relocation related business.
(c)Includes impairment charges which reduced goodwill by $540 million during 2020, $253 million during 2019, $1,279 million during 2008 and $507 million during 2007.
Intangible Assets
Intangible assets are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of March 31, 2021 | | As of December 31, 2020 |
| | Gross
Carrying
Amount | | Accumulated
Amortization | | Net
Carrying
Amount | | Gross
Carrying
Amount | | Accumulated
Amortization | | Net
Carrying
Amount |
| Amortizable—Franchise agreements (a) | $ | 2,010 | | | $ | 939 | | | $ | 1,071 | | | $ | 2,010 | | | $ | 922 | | | $ | 1,088 | |
| Indefinite life—Trademarks (b) | $ | 685 | | | | | $ | 685 | | | $ | 685 | | | | | $ | 685 | |
| Other Intangibles | | | | | | | | | | | |
| Amortizable—License agreements (c) | $ | 45 | | | $ | 13 | | | $ | 32 | | | $ | 45 | | | $ | 13 | | | $ | 32 | |
| Amortizable—Customer relationships (d) | 510 | | | 382 | | | 128 | | | 509 | | | 376 | | | 133 | |
| Indefinite life—Title plant shares (e) | 20 | | | | | 20 | | | 20 | | | | | 20 | |
| Amortizable—Other (f) | 14 | | | 11 | | | 3 | | | 14 | | | 11 | | | 3 | |
| Total Other Intangibles | $ | 589 | | | $ | 406 | | | $ | 183 | | | $ | 588 | | | $ | 400 | | | $ | 188 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of September 30, 2021 | | As of December 31, 2020 |
| | Gross
Carrying
Amount | | Accumulated
Amortization | | Net
Carrying
Amount | | Gross
Carrying
Amount | | Accumulated
Amortization | | Net
Carrying
Amount |
| Amortizable—Franchise agreements (a) | $ | 2,010 | | | $ | 972 | | | $ | 1,038 | | | $ | 2,010 | | | $ | 922 | | | $ | 1,088 | |
| Indefinite life—Trademarks (b) | $ | 685 | | | | | $ | 685 | | | $ | 685 | | | | | $ | 685 | |
| Other Intangibles | | | | | | | | | | | |
| Amortizable—License agreements (c) | $ | 45 | | | $ | 14 | | | $ | 31 | | | $ | 45 | | | $ | 13 | | | $ | 32 | |
| Amortizable—Customer relationships (d) | 456 | | | 339 | | | 117 | | | 509 | | | 376 | | | 133 | |
| Indefinite life—Title plant shares (e) | 25 | | | | | 25 | | | 20 | | | | | 20 | |
| Amortizable—Other (f) | 12 | | | 10 | | | 2 | | | 14 | | | 11 | | | 3 | |
| Total Other Intangibles | $ | 538 | | | $ | 363 | | | $ | 175 | | | $ | 588 | | | $ | 400 | | | $ | 188 | |
_______________
(a)Generally amortized over a period of 30 years.
(b)Primarily related to real estate franchise brands which are expected to generate future cash flows for an indefinite period of time.
(c)Relates to the Sotheby’s International Realty® and Better Homes and Gardens® Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements).
(d)Relates to the customer relationships at Realogy Franchise Group, Realogy Title Group and Realogy Brokerage Group. These relationships are being amortized over a period of 2 to 20 years.
(e)Ownership in a title plant is required to transact title insurance in certain states. The Company expects to generate future cash flows for an indefinite period of time.
(f)Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 5 to 10 years.
Intangible asset amortization expense is as follows:
| | | | Three Months Ended March 31, | | Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| | | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 |
| Franchise agreements | Franchise agreements | $ | 17 | | | $ | 17 | | Franchise agreements | $ | 16 | | | $ | 17 | | | $ | 50 | | | $ | 51 | |
| License agreements | | License agreements | 1 | | | 1 | | | 1 | | | 1 | |
| Customer relationships | Customer relationships | 6 | | | 1 | | Customer relationships | 5 | | | — | | | 16 | | | 1 | |
| Other | Other | 0 | | | 1 | | Other | 1 | | | 1 | | | 2 | | | 3 | |
| Total | Total | $ | 23 | | | $ | 19 | | Total | $ | 23 | | | $ | 19 | | | $ | 69 | | | $ | 56 | |
Based on the Company’s amortizable intangible assets as of March 31,September 30, 2021, the Company expects related amortization expense for the remainder of 2021, the 4 succeeding years and thereafter to be approximately $68$23 million, $90 million, $89 million, $89 million, $89 million and $809$808 million, respectively.
3. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consisted of:
| | | | | | | | | | | |
| | March 31, 2021 | | December 31, 2020 |
| Accrued payroll and related employee costs | $ | 127 | | | $ | 239 | |
| Advances from clients | 58 | | | 65 | |
| Accrued volume incentives | 39 | | | 46 | |
| Accrued commissions | 47 | | | 48 | |
| Restructuring accruals | 14 | | | 16 | |
| Deferred income | 50 | | | 46 | |
| Accrued interest | 58 | | | 18 | |
| Current portion of finance lease liabilities | 12 | | | 13 | |
| Due to former parent | 19 | | | 19 | |
| Other | 99 | | | 90 | |
| Total accrued expenses and other current liabilities | $ | 523 | | | $ | 600 | |
| | | | | | | | | | | |
| | September 30, 2021 | | December 31, 2020 |
| Accrued payroll and related employee costs | $ | 253 | | | $ | 239 | |
| Advances from clients | 29 | | | 65 | |
| Accrued volume incentives | 51 | | | 46 | |
| Accrued commissions | 54 | | | 48 | |
| Restructuring accruals | 12 | | | 16 | |
| Deferred income | 57 | | | 46 | |
| Accrued interest | 58 | | | 18 | |
| Current portion of finance lease liabilities | 12 | | | 13 | |
| Due to former parent | 19 | | | 19 | |
| Other | 116 | | | 90 | |
| Total accrued expenses and other current liabilities | $ | 661 | | | $ | 600 | |
4. SHORT AND LONG-TERM DEBT
Total indebtedness is as follows: | | | | | | | | | | | |
| | September 30, 2021 | | December 31, 2020 |
| Senior Secured Credit Facility: | | | |
| Non-extended Revolving Credit Commitment | $ | — | | | $ | — | |
| Extended Revolving Credit Commitment | — | | | — | |
| Term Loan B | — | | | 1,036 | |
| Term Loan A Facility: | | | |
| Non-extended Term Loan A | — | | | 681 | |
| Extended Term Loan A | 233 | | | — | |
| 7.625% Senior Secured Second Lien Notes | 542 | | | 540 | |
| 4.875% Senior Notes | 406 | | | 406 | |
| 9.375% Senior Notes | 544 | | | 544 | |
| 5.75% Senior Notes | 898 | | | — | |
| 0.25% Exchangeable Senior Notes | 324 | | | — | |
| Total Short-Term & Long-Term Debt | $ | 2,947 | | | $ | 3,207 | |
| Securitization Obligations: | | | |
| Apple Ridge Funding LLC | $ | 144 | | | $ | 102 | |
| Cartus Financing Limited | 2 | | | 4 | |
| Total Securitization Obligations | $ | 146 | | | $ | 106 | |
| | | | | | | | | | | |
| | March 31, 2021 | | December 31, 2020 |
| Senior Secured Credit Facility: | | | |
| Non-extended Revolving Credit Commitment | $ | 0 | | | $ | 0 | |
| Extended Revolving Credit Commitment | 0 | | | 0 | |
| Term Loan B | 386 | | | 1,036 | |
| Term Loan A Facility: | | | |
| Non-extended Term Loan A | 196 | | | 681 | |
| Extended Term Loan A | 236 | | | 0 | |
| 7.625% Senior Secured Second Lien Notes | 541 | | | 540 | |
| 4.875% Senior Notes | 406 | | | 406 | |
| 9.375% Senior Notes | 544 | | | 544 | |
| 5.75% Senior Notes | 898 | | | 0 | |
| Total Short-Term & Long-Term Debt | $ | 3,207 | | | $ | 3,207 | |
| Securitization Obligations: | | | |
| Apple Ridge Funding LLC | $ | 97 | | | $ | 102 | |
| Cartus Financing Limited | 3 | | | 4 | |
| Total Securitization Obligations | $ | 100 | | | $ | 106 | |
Indebtedness Table
As of March 31,September 30, 2021, the Company’s borrowing arrangements were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest
Rate | | Expiration
Date | | Principal Amount | | Unamortized Discount (Premium) and Debt Issuance Costs | | Net Amount |
| Senior Secured Credit Facility (1): | | | | | | | | | |
| Non-extended Revolving Credit Commitment | (2) | | February 2023 | | $ | 0 | | | $ * | | $ | 0 | |
| Extended Revolving Credit Commitment | (2) | | February 2025 (3) | | 0 | | | * | | 0 | |
| Term Loan B | (4) | | February 2025 | | 390 | | | 4 | | | 386 | |
| Term Loan A Facility (5): | | | | | | | | | |
| Non-extended Term Loan A | (6) | | February 2023 | | 197 | | | 1 | | | 196 | |
| Extended Term Loan A | (7) | | February 2025 (3) | | 237 | | | 1 | | | 236 | |
| Senior Secured Second Lien Notes | 7.625% | | June 2025 | | 550 | | | 9 | | | 541 | |
| Senior Notes | 4.875% | | June 2023 | | 407 | | | 1 | | | 406 | |
| Senior Notes | 9.375% | | April 2027 | | 550 | | | 6 | | | 544 | |
| Senior Notes | 5.75% | | January 2029 | | 900 | | | 2 | | | 898 | |
| Total Short-Term & Long-Term Debt | $ | 3,231 | | | $ | 24 | | | $ | 3,207 | |
| Securitization obligations: (8) | | | | | | | | | |
| Apple Ridge Funding LLC (9) | | June 2021 | | $ | 97 | | | $ * | | $ | 97 | |
| Cartus Financing Limited (10) | | August 2021 | | 3 | | | * | | 3 | |
| Total Securitization Obligations | $ | 100 | | | $ | 0 | | | $ | 100 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest
Rate | | Expiration
Date | | Principal Amount | | Unamortized Discount (Premium) and Debt Issuance Costs | | Net Amount |
| Senior Secured Credit Facility (1): | | | | | | | | | |
| Non-extended Revolving Credit Commitment | (2) | | February 2023 | | $ | — | | | $ * | | $ | — | |
| Extended Revolving Credit Commitment | (2) | | February 2025 (3) | | — | | | * | | — | |
| Term Loan B | (4) | | February 2025 | | — | | | — | | | — | |
| Term Loan A Facility (5): | | | | | | | | | |
| Non-extended Term Loan A | (6) | | February 2023 | | — | | | — | | | — | |
| Extended Term Loan A | (7) | | February 2025 (3) | | 234 | | | 1 | | | 233 | |
| Senior Secured Second Lien Notes (8) | 7.625% | | June 2025 | | 550 | | | 8 | | | 542 | |
| Senior Notes (8) | 4.875% | | June 2023 | | 407 | | | 1 | | | 406 | |
| Senior Notes (8) | 9.375% | | April 2027 | | 550 | | | 6 | | | 544 | |
| Senior Notes (8) | 5.75% | | January 2029 | | 900 | | | 2 | | | 898 | |
| Exchangeable Senior Notes | 0.25% | | June 2026 | | 403 | | | 79 | | | 324 | |
| Total Short-Term & Long-Term Debt | $ | 3,044 | | | $ | 97 | | | $ | 2,947 | |
| Securitization obligations: (9) | | | | | | | | | |
| Apple Ridge Funding LLC (10) | | June 2022 | | $ | 144 | | | $ * | | $ | 144 | |
| Cartus Financing Limited (11) | | September 2022 | | 2 | | | * | | 2 | |
| Total Securitization Obligations | $ | 146 | | | $ | — | | | $ | 146 | |
_______________
*The debt issuance costs related to our Revolving Credit Facility and securitization obligations are classified as a deferred financing asset within other assets.
(1)The available capacity under the Non-extended Revolving Credit Commitment is $477 million, while the available capacity under the Extended Revolving Credit Commitment is $948 million. As of March 31,September 30, 2021, there were 0no outstanding borrowings under either the Non-extended Revolving Credit Commitment or Extended Revolving Credit Commitment and $43$42 million of outstanding undrawn letters of credit. The Non-extended Revolving Credit Commitment expires in February 2023 and, subject to earlier spring
springing maturity described in footnote (3), the Extended Revolving Credit Commitment expires in February 2025, but in each instance, amounts outstanding would be classified on the balance sheet as current due to the revolving nature and terms and conditions of the facilities. On May 3,November 1, 2021, the Company had 0no outstanding borrowings under the Revolving Credit Facility and $43$42 million of outstanding undrawn letters of credit.
(2)Interest rates with respect to revolving loans under the Senior Secured Credit Facility at March 31,September 30, 2021 wereare based on, at the Company's option, (a) adjusted London Interbank Offering Rate ("LIBOR") plus an additional margin or (b) JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus an additional margin, in each case subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 1.75% and the ABR margin was 0.75% for the three months ended March 31,September 30, 2021.
(3)The maturity date of each of the Extended Revolving Credit Commitment and Extended Term Loan A may spring forward to a date prior to February 2025 as follows: (i)March 2, 2023 if on or before March 2, 2023, the 4.875% Senior Notes have not been extended, refinanced or replaced to have a maturity date after May 10, 2025 (or are not otherwise discharged, defeased or repaid by March 2, 2023), the maturity date of the Extended Revolving Credit Commitment and Extended Term Loan A Facility will be March 2, 2023; and (ii) if on or before November 9, 2024, the Term Loan B Facility under the Senior Secured Credit Agreement is not extended, refinanced or replaced to have a maturity date after May 10, 2025 (or otherwise repaid prior to November 9, 2024), the maturity date of the Extended Revolving Credit Commitment and Extended Term Loan A Facility will be November 9, 2024..
(4)In January and February 2021, we used a portion of the proceeds from the issuance of 5.75% Senior Notes to pay down $655 million of outstanding borrowings under the Term Loan B Facility. In April 2021, the Company used cash on hand to pay down $150 million of outstanding borrowings under the Term Loan B Facility. In September 2021, the Company used cash on hand to repay approximately $238 million in principal amount of outstanding borrowings under the Term Loan B Facility, representing all of the remaining Term Loan B due 2025. The Term Loan B Facility providesprovided for quarterly amortization payments totaling 1% per annum of the $1,080 million original principal amount. The interest rate with respect to term loans under the Term Loan B Facility iswas based on, at the Company’s option, (a) adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or (b) ABR plus 1.25% (with an ABR floor of 1.75%). On April 28, 2021, the Company used cash on hand to pay down $150 million of the Term Loan B Facility.
(5)In January 2021, prior to the effective date of the 2021 Amendments, we used a portion of the proceeds from the issuance of 5.75% Senior Notes to pay down $250 million of outstanding borrowings under the Term Loan A Facility. The interest rates with respect to each of the Non-extended Term Loan A and Extended Term Loan A are based on, at the Company's option, (a) adjusted LIBOR plus an additional margin or (b) ABR plus an additional margin, in each case subject to adjustment based on the then current senior
secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the LIBOR margin was 1.75% and the ABR margin was 0.75% for the three months ended March 31,September 30, 2021.
(6)In September 2021, the Company used cash on hand to repay approximately $197 million in principal amount of outstanding borrowings under the Term Loan A Facility, representing all of the remaining Non-extended Term Loan A due 2023. The Company iswas not required to make amortization payments on the Non-extended Term Loan A. The balance of the Non-Extended Term Loan A is due at maturity on February 8, 2023.
(7)The Extended Term Loan A has quarterly amortization payments, commencing with the quarter endingwhich commenced on June 30, 2021, equal to a percentage per quarter of the $237 million principal amount of the Extended Term Loan A outstanding on January 27, 2021 (the effective date of the 2021 Amendments), as follows: 0.625% per quarter from June 30, 2021 to March 31, 2022; 1.25% per quarter from June 30, 2022 to March 31, 2023; 1.875% per quarter from June 30, 2023 to March 31, 2024; and 2.50% per quarter for periods ending on or after June 30, 2024, with the balance of the Extended Term Loan A due at maturity on February 8, 2025.
(8)Realogy Group may redeem all or a portion of the Unsecured Notes or 7.625% Senior Secured Second Lien Notes, as applicable, at the redemption price set forth in the applicable indenture governing such notes, commencing on the following dates: | | | | | |
| Date |
| 7.625% Senior Secured Second Lien Notes | June 15, 2022 |
| 4.875% Senior Notes | March 1, 2023 |
| 9.375% Senior Notes | April 1, 2022 |
| 5.75% Senior Notes | January 15, 2024 |
Prior to the dates noted above, Realogy Group may redeem the applicable notes at their option, in whole or in part, at a redemption price equal to 100% of the principal amount of such notes redeemed plus a "make-whole" premium as set forth in the applicable indenture governing such notes. In addition, prior to the dates noted above, we may redeem up to 40% of the notes (other than the 4.875% Senior Notes) from the proceeds of certain equity offerings as set forth in the applicable indenture governing such notes. See below under the header "Exchangeable Senior Notes" for information on certain redemption features of the Exchangeable Senior Notes.
(9)Available capacity is subject to maintaining sufficient relocation related assets to collateralize these securitization obligations.
(9)(10)As of March 31,September 30, 2021, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program leaving $103$56 million of available capacity.
(10)(11)Consists of a £10 million revolving loan facility and a £5 million working capital facility. As of March 31,September 30, 2021, the Company had $21$20 million of borrowing capacity under the Cartus Financing Limited securitization program leaving $18 million of available capacity. In August 2021, Realogy Group extended the existing Cartus Financing Limited securitization program to September 2021 and in September 2021 the program was amended and further extended from October 2021 to September 2022, consisting of a £5 million revolving loan facility and a £5 million working capital facility.
Maturities Table
As of March 31,September 30, 2021, the combined aggregate amount of maturities for long-term borrowings for the remainder of 2021 and each of the next four years is as follows:
| | Year | Year | | Amount | Year | | Amount |
| Remaining 2021 (a) | Remaining 2021 (a) | | $ | 12 | | Remaining 2021 (a) | | $ | 1 | |
| 2022 | 2022 | | 21 | | 2022 | | 10 | |
| 2023 | 2023 | | 631 | | 2023 | | 423 | |
| 2024 | 2024 | | 33 | | 2024 | | 22 | |
| 2025 | 2025 | | 1,084 | | 2025 | | 735 | |
_______________
(a)Remaining 2021 includes amortization payments totaling $4 million and $8 million for the Extended Term Loan A and Term Loan B Facility, respectively.A. The current portion of long-term debt of $17$9 million shown on the Condensed Consolidated Balance Sheets consists of four quarters of amortization payments totaling $6 million and $11 million for the Extended Term Loan A and Term Loan B Facility, respectively.A.
Senior Secured Credit Agreement and Term Loan A Agreement
The Company's Amended and Restated Credit Agreement dated as of March 5, 2013 (as amended, amended and restated, modified or supplemented from time to time, the "Senior Secured Credit Agreement") governs its senior secured revolving credit facility (the "Revolving Credit Facility") and, until its repayment in full in September 2021, term loan B facility (the "Term Loan B Facility", and collectively with the Revolving Credit Facility, the "Senior Secured Credit Facility") and the Company's Term Loan A Agreement dated as of October 23, 2015 (as amended, amended and restated, modified or supplemented from time to time, the "Term Loan A Agreement") governs its senior secured term loan A credit facility (the "Term Loan A Facility").
In Januarythe first quarter of 2021, the Company repaid $250 million of outstanding borrowings under the Term Loan A Facility and $655 million of outstanding borrowings under the Term Loan B Facility using proceeds from its January and February 2021 issuances of $900 million 5.75% Senior Notes due 2029. Furthermore,In April 2021, the Company used cash on hand to pay down $150 million of outstanding borrowings under the Term Loan B Facility. In September 2021, the Company used cash on hand to repay approximately $197 million in principal amount of outstanding borrowings under the Term Loan A Facility (representing all of the remaining Non-Extended Term Loan A) and approximately $238 million in principal amount of outstanding borrowings under the Term Loan B Facility (representing all of the remaining Term Loan B).
In January 27, 2021, Realogy Group entered into amendments to the Senior Secured Credit Agreement, referred to collectively herein as the "2021 Amendments", which among other things:
•extendthings extended the maturity for approximately $237 millionof a portion of the approximately $434 million outstanding loans under the Term Loan A Facility (the "Extended Term Loan A") after giving effect to the applicationand a portion of the proceeds ofcommitments under the 5.75% Senior Notes offering,Revolving Credit Facility (the "Extended Revolving Credit Commitment"), in each case from February 2023 to February 2025, subject to the following:
◦provided that if on or before March 2, 2023, the 4.875% Senior Notes have not been extended, refinanced or replaced to have a maturity date after May 10, 2025 (or are not otherwise discharged, defeased or repaid by March 2, 2023), the maturity date of the Extended Term Loan A and Extended Revolving Credit Commitment will be March 2, 2023; and
◦if on or before November 9, 2024, the Term Loan B Facility under the Senior Secured Credit Agreement is not extended, refinanced or replaced to have a maturity date after May 10, 2025 (or otherwise repaid prior to November 9, 2024), the maturity date of the Extended Term Loan A will be November 9, 2024;
•extend the maturity of approximately $948 million of the $1,425 million in commitments under the Revolving Credit Facility (the "Extended Revolving Credit Commitment") from February 2023 to February 2025, subject to the earlier springing maturity dates applicable to the Extended Term Loan A described above; and
•make certain modifications to the Senior Secured Credit Agreement and Term Loan A Agreement, including amendments that reduced the maximum permitted senior secured leverage ratio (the financial covenant under such agreements) for the applicable trailing twelve-month period to below the levels that had been permitted under the amendments to the Senior Secured Credit Agreement and Term Loan A Agreement that Realogy Group entered into on July 24, 2020 (referred to collectively herein as the "2020 Amendments"), as follows:
| | | | | | | | |
Fiscal Quarter Ending | | Senior Secured Leverage Ratio |
December 31, 2020 to June 30, 2021 | | 5.25 to 1.00 |
September 30, 2021 to March 31, 2022 | | 5.00 to 1.00 |
June 30, 2022 and thereafter | | 4.75 to 1.00 |
| | |
Certain other covenants in the Senior Secured Credit Agreement and Term Loan A Agreement that were tightened under the 2020 Amendments will remain in place under the 2021 Amendments until the Company issues its financial results for the third quarter of 2021 and concurrently delivers an officer’s certificate to its lenders showing compliance with the senior secured leverage ratio set forth in the above table, subject to earlier termination, which we refer to as the covenant period. If Realogy Group’s senior secured leverage ratio does not exceed 5.00 to 1.00 for the fiscal quarter ending June 30, 2021 (as compared to 5.50 to 1.00 under the 2020 Amendments), the covenant period will end at the time Realogy Group delivers the compliance certificate to the lenders for such period; however, in either instance, the gradual step down in the senior secured leverage ratio described above will continue to apply. The covenants tightened during this covenant period include the reduction or elimination of the amount available for certain types of additional indebtedness, liens, restricted payments (including dividends and stock repurchases), investments (including acquisitions and joint ventures), and voluntary junior debt repayments. As was the case under the 2020 Amendments, Realogy Group also may elect to end the covenant period at any time, provided the senior secured leverage ratio does not exceed 4.75 to 1.00 as of the most recently ended quarter for which financial statements have been delivered. In such event, the senior secured leverage ratio will reset to the pre-amendment level of 4.75 to 1.00 thereafter.
Senior Secured Credit Facility
The Senior Secured Credit Facility includes:
(a)the Term Loan B Facility issued in the original aggregate principal amount of $1,080 million with a maturity date of February 2025. The Term Loan B Facility has quarterly amortization payments totaling 1% per annum of the initial aggregate principal amount. The interest rate with respect to term loans under the Term Loan B Facility is based on, at Realogy Group's option, adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%) or ABR plus 1.25% (with an ABR floor of 1.75%); and
(b)includes a $1,425 million Revolving Credit Facility which includes a $125 million letter of credit subfacility. The Revolving Credit Facility includes available capacity under the Non-extended Revolving Credit Commitment of $477 million and the available capacity under the Extended Revolving Credit Commitment of $948 million. The Non-extended Revolving Credit Commitment expires in February 2023 and, subject to earlier springspringing maturity described above, the Extended Revolving Credit Commitment expires in February 2025. The interest rate with respect to revolving loans under the Revolving Credit Facility is based on, at Realogy Group's option, adjusted LIBOR or ABR plus an additional margin subject to the following adjustments based on the Company’s then current senior secured leverage ratio: | | | | | | | | | | | | | | |
| Senior Secured Leverage Ratio | | Applicable LIBOR Margin | | Applicable ABR Margin |
| Greater than 3.50 to 1.00 | | 2.50% | | 1.50% |
| Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | | 2.25% | | 1.25% |
| Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 | | 2.00% | | 1.00% |
| Less than 2.00 to 1.00 | | 1.75% | | 0.75% |
| | | | | | | | | | | | | | |
| Senior Secured Leverage Ratio | | Applicable LIBOR Margin | | Applicable ABR Margin |
| Greater than 3.50 to 1.00 | | 2.50% | | 1.50% |
| Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | | 2.25% | | 1.25% |
| Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 | | 2.00% | | 1.00% |
| Less than 2.00 to 1.00 | | 1.75% | | 0.75% |
The obligations under the Senior Secured Credit Agreement are secured to the extent legally permissible by substantially all of the assets of Realogy Group, Realogy Intermediate and all of their domestic subsidiaries, other than certain excluded subsidiaries and subject to certain exceptions.
Realogy Group's Senior Secured Credit Agreement contains financial, affirmative and negative covenants as well as a financial covenant that Realogy Group maintain (so long as commitments under the Revolving Credit Facility are outstanding) a maximum permitted senior secured leverage ratio.
As of March 31, 2021, under the 2021 Amendments, Realogy Group was required to maintain a senior secured leverage ratio, not to exceed 5.254.75 to 1.00. The leverage ratio is tested quarterly regardless of the amount of borrowings outstanding and letters of credit issued under the Revolving Credit Facility at the testing date. Total senior secured net debt does not include the securitization obligations, 7.625% Senior Secured Second Lien Notes, or our unsecured indebtedness, including the Unsecured Notes and the Exchangeable Senior Notes. At March 31,September 30, 2021, Realogy Group was in compliance with the senior secured leverage ratio covenant with a senior secured leverage ratio of 0.64 to 1.00.covenant. For the calculation of the senior secured leverage ratio for the firstthird quarter of 2021, see Part I., "Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations—Senior Secured Leverage Ratio applicable to our Senior Secured Credit Facility and Term Loan A Facility".
Term Loan A Facility
The term loans under the Term Loan A Facility were originally $750 million and includemillion. In September 2021, the Company repaid the Non-extended Term Loan A due February 2023 andin full. The Extended Term Loan A due February 2025, subject to earlier springspringing maturity described above. The Extended Term Loan Aabove, provides for quarterly amortization based on a percentage of the principal amount of $237 million, commencing with the quarter endingwhich commenced on June 30, 2021, as follows: 0.625% per quarter from June 30, 2021 to March 31, 2022; 1.25% per quarter from June 30, 2022 to March 31, 2023; 1.875% per quarter from June 30, 2023 to March 31, 2024; and 2.50% per quarter for periods ending on or after June 30, 2024, with the balance of the Extended Term Loan A due at maturity on February 8, 2025. No amortization payments arewere required on the Non-extended Term Loan A.
The interest rates with respect to the Term Loan A Facility are based on, at the Company's option, adjusted LIBOR or ABR plus an additional margin subject to the following adjustments based on the Company's then current senior secured leverage ratio:
| | | | | | | | | | | | | | |
| Senior Secured Leverage Ratio | | Applicable LIBOR Margin | | Applicable ABR Margin |
| Greater than 3.50 to 1.00 | | 2.50% | | 1.50% |
| Less than or equal to 3.50 to 1.00 but greater than or equal to 2.50 to 1.00 | | 2.25% | | 1.25% |
| Less than 2.50 to 1.00 but greater than or equal to 2.00 to 1.00 | | 2.00% | | 1.00% |
| Less than 2.00 to 1.00 | | 1.75% | | 0.75% |
The Term Loan A Agreement contains covenants that are substantially similar to those in the Senior Secured Credit Agreement.
Senior Secured Second Lien Notes
The 7.625% Senior Secured Second Lien Notes mature on June 15, 2025 and interest is payable semiannually on June 15 and December 15 of each year.
The 7.625% Senior Secured Second Lien Notes are guaranteed on a senior secured second priority basis by Realogy Intermediate and each domestic subsidiary of Realogy Group, other than certain excluded entities, that is a guarantor under its Senior Secured Credit Facility and Term Loan A Facility and certain of its outstanding debt securities. The 7.625% Senior Secured Second Lien Notes are also guaranteed by Realogy Holdings on an unsecured senior subordinated basis. The 7.625% Senior Secured Second Lien Notes are secured by substantially the same collateral as Realogy Group's existing first lien obligations under its Senior Secured Credit Facility and Term Loan A Facility on a second priority basis.
The indentures governing the 7.625% Senior Secured Second Lien Notes contain various covenants that limit the ability of Realogy Intermediate, Realogy Group and Realogy Group's restricted subsidiaries to take certain actions, which covenants are subject to a number of important exceptions and qualifications. These covenants are substantially similar to the covenants in the indenture governing the 9.375% Senior Notes due 2027, as described under Unsecured Notes below.
Unsecured Notes
In January and February 2021, the Company issued an aggregate principal amount of $900 million of 5.75% Senior Notes due 2029 and used the gross proceeds of $905 million to repay $250 million of outstanding borrowings under the Term Loan A Facility and $655 million of outstanding borrowings under the Term Loan B Facility.
The 4.875% Senior Notes, 9.375% Senior Notes and 5.75% Senior Notes (collectively the "Unsecured Notes") are unsecured senior obligations of Realogy Group that mature on June 1, 2023, April 1, 2027 and January 15, 2029, respectively. Interest on the Unsecured Notes is payable each year semiannually on June 1 and December 1 for the 4.875% Senior Notes, on April 1 and October 1 for the 9.375% Senior Notes, and on January 15 and July 15 for the 5.75% Senior Notes (commencing(which commenced on July 15, 2021).
The Unsecured Notes are guaranteed on an unsecured senior basis by each domestic subsidiary of Realogy Group that is a guarantor under the Senior Secured Credit Facility, Term Loan A Facility and Realogy Group's outstanding debt securities and are guaranteed by Realogy Holdings on an unsecured senior subordinated basis.
The indenture governing the 4.875% Senior Notes contains various negative covenants that limit Realogy Group's and its restricted subsidiaries' ability to take certain actions, which covenants are subject to a number of important exceptions and qualifications. These covenants include limitations on Realogy Group's and its restricted subsidiaries’ ability to (a) incur or guarantee additional indebtedness, or issue disqualified stock or preferred stock, (b) pay dividends or make distributions to their stockholders, (c) repurchase or redeem capital stock, (d) make investments or acquisitions, (e) incur restrictions on the ability of certain of their subsidiaries to pay dividends or to make other payments to Realogy Group, (f)
enter into transactions with affiliates, (g) create liens, (h) merge or consolidate with other companies or transfer all or substantially all of their assets, (i) transfer or sell assets, including capital stock of subsidiaries and (j) prepay, redeem or repurchase debt that is subordinated in right of payment to the Unsecured Notes.
The covenants in the indenture governing the 9.375% Senior Notes are substantially similar to the covenants in the indentures governing the 4.875% Senior Notes, with certain exceptions, including several changes relating to Realogy Group's ability to make restricted payments, and in particular, its ability to repurchase shares and pay dividends.
Specifically, with respect to the 9.375% Senior Notes Indenture, (a) neither the cumulative credit basket (nor any other basket) is available to repurchase shares to the extent the consolidated leverage ratio is equal to or greater than 4.0 to 1.0 on a pro forma basis giving effect to such repurchase; (b) the cumulative credit basket for which restricted payments may otherwise be available is equal to 50% of Consolidated Net Income (as defined in such indenture) for the period (taken as one accounting period) from January 1, 2019 to the end of the most recently ended fiscal quarter for which internal financial statements are available at the time of any such restricted payment; provided however, that, to the extent the Consolidated Leverage Ratio is equal to or greater than 4.0 to 1.0, then 25% of the Consolidated Net Income for the aforementioned period will be included; (c) the consolidated leverage ratio must be less than 3.0 to 1.0 to use the unlimited general restricted payment basket (which payments will reduce the cumulative credit basket, but not below zero); (d) the $100 million general restricted payment basket may be used only for Restricted Investments (as defined in such indenture); and (e) a restricted payment basket is available for up to $45 million of dividends per calendar year (with any actual dividends deducted from the available cumulative credit basket). The covenants in the indenture governing 5.75% Senior Notes are substantially similar to the covenants in the indentures governing the 4.875% Senior Notes, but also include some of the additional limitations of the 9.375% Senior Notes.
The consolidated leverage ratio is measured by dividing Realogy Group's total net debt by the trailing four quarters EBITDA. EBITDA, as defined in the indenture governing the 9.375% Senior Notes (as well as the other Unsecured Notes and 7.625% Senior Secured Second Lien Notes), is substantially similar to EBITDA calculated on a Pro Forma Basis, as those terms are defined in the Senior Secured Credit Agreement. Net debt under the indentures governing the 9.375% Senior Notes, 7.625% Senior Secured Second Lien Notes and 5.75% Senior Notes is Realogy Group's total indebtedness (excluding securitizations) less (i) its cash and cash equivalents in excess of restricted cash and (ii) a $200 million seasonality adjustment permitted when measuring the ratio on a date during the period of March 1 to May 31.
Exchangeable Senior Notes
In June 2021, Realogy Group issued an aggregate principal amount of $403 million of 0.25% Exchangeable Senior Notes due 2026. The Company used a portion of the net proceeds from this offering to pay the cost of the exchangeable note hedge transactions described below (with such cost partially offset by the proceeds to the Company from the sale of the warrants pursuant to the warrant transactions described below). The Company expects to use the remaining net proceeds for its working capital and other general corporate purposes.
The Exchangeable Senior Notes are unsecured senior obligations of Realogy Group that mature on June 15, 2026. Interest on the Exchangeable Senior Notes is payable each year semiannually on June 15 and December 15 (commencing on December 15, 2021).
The Exchangeable Senior Notes are guaranteed on an unsecured senior basis by each domestic subsidiary of Realogy Group that is a guarantor under the Senior Secured Credit Facility, Term Loan A Facility and Realogy Group's outstanding debt securities and are guaranteed by Realogy Holdings on an unsecured senior subordinated basis.
Before March 15, 2026, noteholders will have the right to exchange their Exchangeable Senior Notes upon the occurrence of certain events described in the indenture governing the notes. On or after March 15, 2026, noteholders may exchange their Exchangeable Senior Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date of the notes.
Upon exchange, Realogy Group will pay cash up to the aggregate principal amount of the Exchangeable Senior Notes to be exchanged and pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at Realogy Group's election, in respect of the remainder, if any, of its exchange obligation in excess of the aggregate principal amount of the Exchangeable Senior Notes being exchanged.
The initial exchange rate for Exchangeable Senior Notes is 40.8397 shares of the Company’s common stock per $1,000 principal amount of notes (which represents an initial exchange price of approximately $24.49 per share of the Company’s common stock). The exchange rate and exchange price of the Exchangeable Senior Notes are subject to customary
adjustments upon the occurrence of certain events. In addition, if a “Make-Whole Fundamental Change” (as defined in the indenture governing the Exchangeable Senior Notes) occurs, then the exchange rate of the Exchangeable Senior Notes will, in certain circumstances, be increased for a specified period of time. Initially, a maximum of approximately 23,013,139 shares of the Company’s common stock may be issued upon the exchange of the Exchangeable Senior Notes, based on the initial maximum exchange rate of 57.1755 shares of the Company’s common stock per $1,000 principal amount of notes, which is subject to customary anti-dilution adjustment provisions.
The Exchangeable Senior Notes will be redeemable, in whole or in part (subject to a partial redemption limitation described in the indenture governing the notes), at Realogy Group's option at any time, and from time to time, on or after June 20, 2024 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Exchangeable Senior Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the exchange price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date it sends the related redemption notice; and (2) the trading day immediately before the date it sends such notice. In addition, calling any Exchangeable Senior Notes for redemption will constitute a Make-Whole Fundamental Change with respect to that note, in which case the exchange rate applicable to the exchange of that note will be increased in certain circumstances if it is exchanged with an exchange date occurring during the period from, and including, the date Realogy Group sends the redemption notice to, and including, the second business day immediately before the related redemption date.
If certain corporate events that constitute a “Fundamental Change” (as defined in the indenture governing the Exchangeable Senior Notes) of the Company occur, then noteholders may require Realogy Group to repurchase their Exchangeable Senior Notes at a cash repurchase price equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes, among other things, certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.
The indenture governing the Exchangeable Senior Notes also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Exchangeable Senior Notes to become or to be declared due and payable.
Exchangeable debt instruments that may be settled in cash are required to be separated into liability and equity components. The allocation to the liability component is based on the fair value of a similar instrument that does not contain an equity conversion option. Based on this debt to equity ratio, debt issuance costs are then allocated to the liability and equity components in a similar manner. Accordingly, at issuance on June 2, 2021, the Company allocated $319 million to the debt liability and $53 million to additional paid in capital.
The difference between the principal amount of the Exchangeable Senior Notes and the liability component, inclusive of issuance costs, represents the debt discount, which the Company will amortize to interest expense over the term of the Exchangeable Senior Notes using an effective interest rate of 4.375%.The Company recognized non-cash interest expense of $4 million related to the Exchangeable Senior Notes since issuance in the second quarter of 2021.
The Exchangeable Senior Notes consisted of the following components as of September 30, 2021:
| | | | | |
| September 30, 2021 |
| Liability component: | |
| Principal | $ | 403 | |
| Less: debt discount and issuance costs, net of amortization | 79 |
| Net carrying amount | $ | 324 | |
| |
Equity component: (*) | $ | 53 | |
_______________
(*) Included in additional paid-in capital on the consolidated balance sheets.
Exchangeable Note Hedge and Warrant Transactions
In connection with the pricing of the Exchangeable Senior Notes (and with the exercise by the initial purchasers of the notes to purchase additional notes), Realogy Group entered into exchangeable note hedge transactions with certain counterparties (the "Option Counterparties"). The exchangeable note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Exchangeable Senior Notes, the number of shares of the Company’s common stock underlying the Notes. The total cost of such exchangeable note hedge transactions was $67 million.
Concurrently with Realogy Group entering into the exchangeable note hedge transactions, the Company entered into warrant transactions with the Option Counterparties whereby the Company sold to the Option Counterparties warrants to purchase, subject to customary adjustments, up to the same number of shares of the Company’s common stock. The initial strike price of the warrant transactions is $30.6075 per share. The Company received $46 million in cash proceeds from the sale of these warrant transactions.
Taken together, the purchase of such exchangeable note hedges and the sale of such warrants are intended to offset (in whole or in part) any potential dilution and/or cash payments upon the exchange of the Exchangeable Senior Notes, and to effectively increase the overall exchange price from $24.49 to $30.6075 per share.
At issuance, the Company recorded a deferred tax liability of $20 million related to the Exchangeable Senior Notes debt discount and a deferred tax asset of $18 million related to the exchangeable note hedge transactions. The deferred tax liability and deferred tax asset are recorded net within deferred income taxes in the unaudited consolidated balance sheets.
Securitization Obligations
Realogy Group has secured obligations through Apple Ridge Funding LLC under a securitization program which expires in June 2021.2022. As of March 31,September 30, 2021, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program with $97$144 million being utilized, leaving $103$56 million of available capacity subject to maintaining sufficient relocation related assets to collateralize the securitization obligation.
Realogy Group, through a special purpose entity known as Cartus Financing Limited, has agreements providing for a £10 million revolving loan facility and a £5 million working capital facility. In August 2021, Realogy Group extended the existing Cartus Financing Limited securitization program to September 2021 and in September 2021 the program was amended and further extended from October 2021 to September 2022, consisting of a £5 million revolving loan facility which expires in August 2021.and a £5 million working capital facility. As of March 31,September 30, 2021, there were $3$2 million of outstanding borrowings under the facilities leaving $18 million of available capacity subject to maintaining sufficient relocation related assets to collateralize the securitization obligation. These Cartus Financing Limited facilities are secured by the relocation assets of a U.K. government contract in this special purpose entity and are therefore classified as permitted securitization financings as defined in Realogy Group’s Senior Secured Credit Agreement and the indentures governing the Unsecured Notes and 7.625% Senior Secured Second Lien Notes.
The Apple Ridge entities and the Cartus Financing Limited entity are consolidated special purpose entities that are utilized to securitize relocation receivables and related assets. These assets are generated from advancing funds on behalf of clients of Realogy Group’s relocation operations in order to facilitate the relocation of their employees. Assets of these special purpose entities are not available to pay Realogy Group’s general obligations. Under the Apple Ridge program, provided no termination or amortization event has occurred, any new receivables generated under the designated relocation management agreements are sold into the securitization program and as new eligible relocation management agreements are entered into, the new agreements are designated to the program.
The Apple Ridge program has restrictive covenants and trigger events, including performance triggers linked to the age and quality of the underlying assets, foreign obligor limits, multicurrency limits, financial reporting requirements, restrictions on mergers and change of control, any uncured breach of Realogy Group’s senior secured leverage ratio under Realogy Group’s Senior Secured Credit Facility, and cross-defaults to Realogy Group’s material indebtedness. The occurrence of a trigger event under the Apple Ridge securitization facility could restrict our ability to access new or existing funding under this facility or result in termination of the facility, either of which would adversely affect the operation of the Company's relocation services.
Certain of the funds that Realogy Group receives from relocation receivables and related assets are required to be utilized to repay securitization obligations. These obligations are collateralized by $134$174 million and $135 million of
underlying relocation receivables and other related relocation assets at March 31,September 30, 2021 and December 31, 2020, respectively. Substantially all relocation related assets are realized in less than twelve months from the transaction date.
Accordingly, all of Realogy Group's securitization obligations are classified as current in the accompanying Consolidated Balance Sheets.
Interest incurred in connection with borrowings under these facilities amounted to $1 million and $2 million for both the three months ended March 31,September 30, 2021 and 2020, as well as $3 million and $4 million for the nine months ended September 30, 2021 and 2020, respectively. This interest is recorded within net revenues in the accompanying Condensed Consolidated Statements of Operations as related borrowings are utilized to fund Realogy Group's relocation operations where interest is generally earned on such assets. These securitization obligations represent floating rate debt for which the average weighted interest rate was 3.9%3.2% and 3.8%3.6% for the threenine months ended March 31,September 30, 2021 and 2020, respectively.
Gain/Loss on the Early Extinguishment of Debt and Write-Off of Financing Costs
As a result of the refinancing transactions in January and February 2021, the pay down of $150 million of outstanding borrowings under the Term Loan B Facility in April 2021 and the pay downs of the Non-extended Term Loan A and the Term Loan B Facility in September 2021, the Company recorded a losslosses on the early extinguishment of debt of $17$21 million and wrote off certain financing costs of $1 million to interest expense during the threenine months ended March 31,September 30, 2021.
During the nine months ended September 30, 2020 the Company recorded a loss on the early extinguishment of debt of $8 million as a result of the refinancing transactions in June 2020.
5. RESTRUCTURING COSTS
Restructuring charges were $5$4 million and $12$14 million for the three and nine months ended March 31,September 30, 2021, respectively, and $17 million and $47 million for the three and nine months ended September 30, 2020, respectively. The components of the restructuring charges for the three and nine months ended March 31,September 30, 2021 and 2020 were as follows:
| | | | Three Months Ended March 31, | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 |
| Personnel-related costs (1) | Personnel-related costs (1) | $ | 2 | | | $ | 3 | | Personnel-related costs (1) | $ | 1 | | | $ | 5 | | | $ | 5 | | | $ | 13 | |
| Facility-related costs (2) | Facility-related costs (2) | 3 | | | 9 | | Facility-related costs (2) | 3 | | | 12 | | | 9 | | | 34 | |
| Total restructuring charges | Total restructuring charges | $ | 5 | | | $ | 12 | | Total restructuring charges | $ | 4 | | | $ | 17 | | | $ | 14 | | | $ | 47 | |
_______________
(1)Personnel-related costs consist of severance costs provided to employees who have been terminated and duplicate payroll costs during transition.
(2)Facility-related costs consist of costs associated with planned facility closures such as contract termination costs, amortization of lease assets that will continue to be incurred under the contract for its remaining term without economic benefit to the Company, accelerated depreciation on asset disposals and other facility and employee relocation related costs.
Facility and Operational Efficiencies Program
Beginning in the first quarter of 2019, the Company commenced the implementation of a plan to accelerate its office consolidation to reduce storefront costs, as well as institute other operational efficiencies to drive profitability. In addition, the Company commenced a plan to transform and centralize certain aspects of the operational support and drive changes in how it serves its affiliated independent sales agents from a marketing and technology perspective to help such agents be more productive and enable them to make their businesses more profitable. In the third quarter of 2019, the Company reduced headcount in connection with the wind-down of a former affinity real estate benefit program. In the fourth quarter of 2019, the Company expanded its operational efficiencies program to focus on workforce optimization. This workforce optimization initiative was focused on consolidating similar or overlapping roles, reducing the number of hierarchical layers and streamlining work and decision making. Furthermore, at the end of 2019, the Company expanded these strategic initiatives which have resulted in additional operational and facility related efficiencies in 2020.
As a result of the COVID-19 pandemic, the Company transitioned substantially all of its employees to a remote-work environment in mid-March 2020 and havehas worked to comply with state and local regulators to ensure safe working conditions. Many of the Company's employees continued toto work remotely on a full-time or hybrid basis. This transition to remote work has allowed the Company to reevaluate its office space needs. As a result, additional facility and operational efficiencies were identified and implemented in the second half of 2020 and additional facility initiatives are expected in 2021.
The following is a reconciliation of the beginning and ending reserve balances related to the Facility and Operational Efficiencies Program:
| | | Personnel-related costs | | Facility-related costs | | Total | | Personnel-related costs | | Facility-related costs | | Total |
| Balance at December 31, 2020 | Balance at December 31, 2020 | $ | 5 | | | $ | 22 | | | $ | 27 | | Balance at December 31, 2020 | $ | 5 | | | $ | 22 | | | $ | 27 | |
| Restructuring charges (1) | Restructuring charges (1) | 2 | | | 3 | | | 5 | | Restructuring charges (1) | 5 | | | 9 | | | 14 | |
| Costs paid or otherwise settled | Costs paid or otherwise settled | (4) | | | (5) | | | (9) | | Costs paid or otherwise settled | (7) | | | (14) | | | (21) | |
| Balance at March 31, 2021 | $ | 3 | | | $ | 20 | | | $ | 23 | | |
| Balance at September 30, 2021 | | Balance at September 30, 2021 | $ | 3 | | | $ | 17 | | | $ | 20 | |
_______________
(1)In addition, the Company incurred an additional $1 million of facility-related costs for lease asset impairments in connection with the Facility and Operational Efficiencies Program during the threenine months ended March 31,September 30, 2021.
The following table shows the total costs currently expected to be incurred by type of cost related to the Facility and Operational Efficiencies Program:
| | | Total amount expected to be incurred (1) | | Amount incurred
to date | | Total amount remaining to be incurred (1) | | Total amount expected to be incurred (1) | | Amount incurred
to date | | Total amount remaining to be incurred (1) |
| Personnel-related costs | Personnel-related costs | $ | 56 | | | $ | 52 | | | $ | 4 | | Personnel-related costs | $ | 57 | | | $ | 55 | | | $ | 2 | |
| Facility-related costs | Facility-related costs | 109 | | | 64 | | | 45 | | Facility-related costs | 105 | | | 70 | | | 35 | |
| Other restructuring costs | Other restructuring costs | 1 | | | 1 | | | 0 | | Other restructuring costs | 1 | | | 1 | | | — | |
| Total | Total | $ | 166 | | | $ | 117 | | | $ | 49 | | Total | $ | 163 | | | $ | 126 | | | $ | 37 | |
_______________
(1)Facility-related costs include potential lease asset impairments to be incurred under the Facility and Operational Efficiencies Program.
The following table shows the total costs currently expected to be incurred by reportable segment related to the Facility and Operational Efficiencies Program:
| | | | | | | | | | | | | | | | | |
| Total amount expected to be incurred | | Amount incurred
to date | | Total amount remaining to be incurred |
| Realogy Franchise Group | $ | 32 | | | $ | 30 | | | $ | 2 | |
| Realogy Brokerage Group | 82 | | | 62 | | | 20 | |
| Realogy Title Group | 6 | | | 6 | | | 0 | |
| Corporate and Other | 46 | | | 19 | | | 27 | |
| Total | $ | 166 | | | $ | 117 | | | $ | 49 | |
| | | | | | | | | | | | | | | | | |
| Total amount expected to be incurred | | Amount incurred
to date | | Total amount remaining to be incurred |
| Realogy Franchise Group | $ | 33 | | | $ | 32 | | | $ | 1 | |
| Realogy Brokerage Group | 78 | | | 66 | | | 12 | |
| Realogy Title Group | 6 | | | 6 | | | — | |
| Corporate and Other | 46 | | | 22 | | | 24 | |
| Total | $ | 163 | | | $ | 126 | | | $ | 37 | |
6. EQUITY
Condensed Consolidated Statement of Changes in Equity for Realogy Holdings
| | | | Three Months Ended March 31, 2021 | | Three Months Ended September 30, 2021 |
| | | Common Stock | | Additional
Paid-In
Capital | | Accumulated
Deficit | | Accumulated
Other
Comprehensive
Loss | | Non-
controlling
Interests | | Total
Equity | | Common Stock | | Additional
Paid-In
Capital | | Accumulated
Deficit | | Accumulated
Other
Comprehensive
Loss | | Non-
controlling
Interests | | Total
Equity |
| | Common Stock | | Additional
Paid-In
Capital | | Accumulated
Deficit | | Accumulated
Other
Comprehensive
Loss | | Non-
controlling
Interests | | Total
Equity | |
| | | Shares | | Amount | | | Shares | | Amount | |
| Balance at December 31, 2020 | 115.5 | | | $ | 1 | | | $ | 4,876 | | | $ | (3,055) | | | $ | (59) | | | $ | 4 | | | $ | 1,767 | | |
| Balance at June 30, 2021 | | Balance at June 30, 2021 | 116.6 | | | $ | 1 | | | $ | 4,932 | | | $ | (2,873) | | | $ | (58) | | | $ | 4 | | | $ | 2,006 | |
| Net income | Net income | — | | | — | | | — | | | 33 | | | — | | | 1 | | | 34 | | Net income | — | | | — | | | — | | | 114 | | | — | | | 2 | | | 116 | |
| Exercise of stock options | | Exercise of stock options | 0.1 | | | — | | | — | | | — | | | — | | | — | | | — | |
| Stock-based compensation | Stock-based compensation | — | | | — | | | 6 | | | — | | | — | | | — | | | 6 | | Stock-based compensation | — | | | — | | | 7 | | | — | | | — | | | — | | | 7 | |
| Issuance of shares for vesting of equity awards | Issuance of shares for vesting of equity awards | 1.4 | | | 0 | | | — | | | — | | | — | | | — | | | 0 | | Issuance of shares for vesting of equity awards | (0.1) | | | — | | | — | | | — | | | — | | | — | | | — | |
| Shares withheld for taxes on equity awards | (0.5) | | | 0 | | | (8) | | | — | | | — | | | — | | | (8) | | |
| Dividends | Dividends | — | | | — | | | 0 | | | — | | | — | | | (2) | | | (2) | | Dividends | — | | | — | | | — | | | — | | | — | | | (1) | | | (1) | |
| Balance at March 31, 2021 | 116.4 | | | $ | 1 | | | $ | 4,874 | | | $ | (3,022) | | | $ | (59) | | | $ | 3 | | | $ | 1,797 | | |
| Balance at September 30, 2021 | | Balance at September 30, 2021 | 116.6 | | | $ | 1 | | | $ | 4,939 | | | $ | (2,759) | | | $ | (58) | | | $ | 5 | | | $ | 2,128 | |
| | | | Three Months Ended March 31, 2020 | | Three Months Ended September 30, 2020 |
| | | Common Stock | | Additional
Paid-In
Capital | | Accumulated
Deficit | | Accumulated
Other
Comprehensive
Loss | | Non-
controlling
Interests | | Total
Equity | | Common Stock | | Additional
Paid-In
Capital | | Accumulated
Deficit | | Accumulated
Other
Comprehensive
Loss | | Non-
controlling
Interests | | Total
Equity |
| | Common Stock | | Additional
Paid-In
Capital | | Accumulated
Deficit | | Accumulated
Other
Comprehensive
Loss | | Non-
controlling
Interests | | Total
Equity | |
| | | Shares | | Amount | | | Shares | | Amount | |
| Balance at December 31, 2019 | 114.4 | | | $ | 1 | | | $ | 4,842 | | | $ | (2,695) | | | $ | (56) | | | $ | 4 | | | $ | 2,096 | | |
| Net loss | — | | | — | | | — | | | (462) | | | — | | | 0 | | | (462) | | |
| Other comprehensive loss | — | | | — | | | — | | | — | | | (1) | | | — | | | (1) | | |
| Balance at June 30, 2020 | | Balance at June 30, 2020 | 115.4 | | | $ | 1 | | | $ | 4,847 | | | $ | (3,171) | | | $ | (56) | | | $ | 4 | | | $ | 1,625 | |
| Net income | | Net income | — | | | — | | | — | | | 98 | | | — | | | 1 | | | 99 | |
| Other comprehensive income | | Other comprehensive income | — | | | — | | | — | | | — | | | 1 | | | — | | | 1 | |
| Stock-based compensation | Stock-based compensation | — | | | — | | | 6 | | | — | | | — | | | — | | | 6 | | Stock-based compensation | — | | | — | | | 9 | | | — | | | — | | | — | | | 9 | |
| Issuance of shares for vesting of equity awards | Issuance of shares for vesting of equity awards | 1.4 | | | 0 | | | — | | | — | | | — | | | — | | | 0 | | Issuance of shares for vesting of equity awards | 0.1 | | | — | | | — | | | — | | | — | | | — | | | — | |
| Shares withheld for taxes on equity awards | Shares withheld for taxes on equity awards | (0.5) | | | 0 | | | (4) | | | — | | | — | | | — | | | (4) | | Shares withheld for taxes on equity awards | (0.1) | | | — | | | — | | | — | | | — | | | — | | | — | |
| Dividends | Dividends | — | | | — | | | 0 | | | — | | | — | | | (1) | | | (1) | | Dividends | — | | | — | | | — | | | — | | | — | | | (1) | | | (1) | |
| Balance at March 31, 2020 | 115.3 | | | $ | 1 | | | $ | 4,844 | | | $ | (3,157) | | | $ | (57) | | | $ | 3 | | | $ | 1,634 | | |
| Balance at September 30, 2020 | | Balance at September 30, 2020 | 115.4 | | | $ | 1 | | | $ | 4,856 | | | $ | (3,073) | | | $ | (55) | | | $ | 4 | | | $ | 1,733 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, 2021 |
| | Common Stock | | Additional
Paid-In
Capital | | Accumulated
Deficit | | Accumulated
Other
Comprehensive
Loss | | Non-
controlling
Interests | | Total
Equity |
|
|
| Shares | | Amount | |
| Balance at December 31, 2020 | 115.5 | | | $ | 1 | | | $ | 4,876 | | | $ | (3,055) | | | $ | (59) | | | $ | 4 | | | $ | 1,767 | |
| Net income | — | | | — | | | — | | | 296 | | | — | | | 5 | | | 301 | |
| Other comprehensive income | — | | | — | | | — | | | — | | | 1 | | | — | | | 1 | |
| Equity component of Exchangeable Senior Notes issuance, net | — | | | — | | | 53 | | | — | | | — | | | — | | | 53 | |
| Purchase of Exchangeable Senior Notes note hedge transactions | — | | | — | | | (67) | | | — | | | — | | | — | | | (67) | |
| Tax benefit related to purchase of Exchangeable Senior Notes note hedge transactions | — | | | — | | | 18 | | | — | | | — | | | — | | | 18 | |
| Issuance of Exchangeable Senior Notes warrant transactions | — | | | — | | | 46 | | | — | | | — | | | — | | | 46 | |
| Exercise of stock options | 0.1 | | | — | | | 1 | | | — | | | — | | | — | | | 1 | |
| Stock-based compensation | — | | | — | | | 21 | | | — | | | — | | | — | | | 21 | |
| Issuance of shares for vesting of equity awards | 1.5 | | | — | | | — | | | — | | | — | | | — | | | — | |
| Shares withheld for taxes on equity awards | (0.5) | | | — | | | (9) | | | — | | | — | | | — | | | (9) | |
| Dividends | — | | | — | | | — | | | — | | | — | | | (4) | | | (4) | |
| Balance at September 30, 2021 | 116.6 | | | $ | 1 | | | $ | 4,939 | | | $ | (2,759) | | | $ | (58) | | | $ | 5 | | | $ | 2,128 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, 2020 |
| | Common Stock | | Additional
Paid-In
Capital | | Accumulated
Deficit | | Accumulated
Other
Comprehensive
Loss | | Non-
controlling
Interests | | Total
Equity |
|
|
| Shares | | Amount | |
| Balance at December 31, 2019 | 114.4 | | | $ | 1 | | | $ | 4,842 | | | $ | (2,695) | | | $ | (56) | | | $ | 4 | | | $ | 2,096 | |
| Net (loss) income | — | | | — | | | — | | | (378) | | | — | | | 2 | | | (376) | |
| Other comprehensive income | — | | | — | | | — | | | — | | | 1 | | | — | | | 1 | |
| Stock-based compensation | — | | | — | | | 19 | | | — | | | — | | | — | | | 19 | |
| Issuance of shares for vesting of equity awards | 1.6 | | | — | | | — | | | — | | | — | | | — | | | — | |
| Shares withheld for taxes on equity awards | (0.6) | | | — | | | (5) | | | — | | | — | | | — | | | (5) | |
| Dividends | — | | | — | | | — | | | — | | | — | | | (2) | | | (2) | |
| Balance at September 30, 2020 | 115.4 | | | $ | 1 | | | $ | 4,856 | | | $ | (3,073) | | | $ | (55) | | | $ | 4 | | | $ | 1,733 | |
Condensed Consolidated Statement of Changes in Equity for Realogy Group
The Company has not included a statement of changes in equity for Realogy Group as the operating results of Group are consistent with the operating results of Realogy Holdings as all revenue and expenses of Realogy Group flow up to Realogy Holdings and there are no incremental activities at the Realogy Holdings level. The only difference between Realogy Group and Realogy Holdings is that the $1 million in par value of common stock in Realogy Holdings' equity is included in additional paid-in capital in Realogy Group's equity.
Stock-Based Compensation
During the first quarter of 2021, the Company granted restricted stock units related to 0.9 million shares with a weighted average grant date fair value of $14.10 and performance stock units related to 0.6 million shares with a weighted average grant date fair value of $11.55. The Company granted all time-based equity awards in the form of restricted stock units which are subject to ratable vesting over a three-year period.
7. EARNINGS (LOSS) PER SHARE
Earnings (loss) per share attributable to Realogy Holdings
Basic earnings (loss) per common share is computed based on net incomethe weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) attributable to Realogy Holdings stockholders divided byper common share is computed based on the basic weighted-averageweighted average number of shares of common stock outstanding, plus the effect of dilutive potential common shares outstanding during the period.period using the treasury stock method. Dilutive earnings (loss) per share is computed consistently with the basic computation while giving effect to all dilutive potential common shares include shares the Company could be obligated to issue from its Exchangeable Senior Notes and common share equivalents that were outstanding duringwarrants (see Note 4. "Short and Long-Term Debt", to the period. Realogy Holdings uses the treasury stock method to reflect the potential dilutive effect ofCondensed Consolidated Financial Statements for further discussion) and unvested stock awards and unexercised options.stock-based awards. The following table sets forth the computation of basic and diluted earnings (loss) per share:
| | | Three Months Ended March 31, | | Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| (in millions, except per share data) | (in millions, except per share data) | 2021 | | 2020 | (in millions, except per share data) | 2021 | | 2020 | | 2021 | | 2020 |
| Numerator: | Numerator: | | | | Numerator: | | | | | | | |
| Net income (loss) attributable to Realogy Holdings shareholders | Net income (loss) attributable to Realogy Holdings shareholders | $ | 33 | | | $ | (462) | | Net income (loss) attributable to Realogy Holdings shareholders | $ | 114 | | | $ | 98 | | | $ | 296 | | | $ | (378) | |
| Denominator: | Denominator: | | | | Denominator: | | | | | | | |
| Weighted average common shares outstanding (denominator for basic earnings (loss) per share calculation) | Weighted average common shares outstanding (denominator for basic earnings (loss) per share calculation) | 115.9 | | | 114.7 | | Weighted average common shares outstanding (denominator for basic earnings (loss) per share calculation) | 116.6 | | | 115.4 | | | 116.3 | | | 115.2 | |
Dilutive effect of stock-based compensation (b) | Dilutive effect of stock-based compensation (b) | 2.5 | | | 0 | | Dilutive effect of stock-based compensation (b) | 3.7 | | | 1.3 | | | 3.9 | | | — | |
| Dilutive effect of Exchangeable Senior Notes and warrants | | Dilutive effect of Exchangeable Senior Notes and warrants | — | | | — | | | — | | | — | |
| Weighted average common shares outstanding (denominator for diluted earnings (loss) per share calculation) | Weighted average common shares outstanding (denominator for diluted earnings (loss) per share calculation) | 118.4 | | | 114.7 | | Weighted average common shares outstanding (denominator for diluted earnings (loss) per share calculation) | 120.3 | | | 116.7 | | | 120.2 | | | 115.2 | |
| Earnings (loss) per share attributable to Realogy Holdings shareholders: | Earnings (loss) per share attributable to Realogy Holdings shareholders: | Earnings (loss) per share attributable to Realogy Holdings shareholders: |
| Basic earnings (loss) per share | Basic earnings (loss) per share | $ | 0.28 | | | $ | (4.03) | | Basic earnings (loss) per share | $ | 0.98 | | | $ | 0.85 | | | $ | 2.55 | | | $ | (3.28) | |
| Diluted earnings (loss) per share | Diluted earnings (loss) per share | $ | 0.28 | | | $ | (4.03) | | Diluted earnings (loss) per share | $ | 0.95 | | | $ | 0.84 | | | $ | 2.46 | | | $ | (3.28) | |
_______________
(a)The three and nine months ended September 30, 2021 exclude 3.8 million and 3.6 million shares, respectively, of common stock issuable for incentive equity awards, which include performance share units based on the achievement of target amounts, that are anti-dilutive to the diluted earnings per share computation. The three months ended March 31, 2021September 30, 2020 exclude 5.88.3 million shares of common stock issuable for incentive equity awards, which include performance share units based on the achievement of target amounts, that are anti-dilutive to the diluted earnings per share computation.
(b)The Company was in a net loss position for the threenine months ended March 31,September 30, 2020 and therefore the impact of incentive equity awards were excluded from the computation of dilutive loss per share as the inclusion of such amounts would be anti-dilutive. Shares to be provided to the Company from the exchangeable note hedge transactions purchased concurrently with its issuance of Exchangeable Senior Notes are anti-dilutive and are not included in its diluted shares.
8. COMMITMENTS AND CONTINGENCIES
Litigation
The Company is involved in claims, legal proceedings, alternative dispute resolution and governmental inquiries or regulatory actions related to alleged contract disputes, business practices, intellectual property and other commercial, employment, regulatory and tax matters. Examples of such matters may include but are not limited to allegations:
•concerning anti-trust and anti-competition matters (including claims related to NAR or MLS rules regarding buyer broker commissions);
•that independent residential real estate sales agents engaged by Realogy Brokerage Group or by affiliated franchisees—under certain state or federal laws—are potentially employees instead of independent contractors, and they or regulators therefore may bring claims against Realogy Brokerage Group for breach of contract, wage and hour classification claims, wrongful discharge, unemployment and workers' compensation and could seek benefits, back wages, overtime, indemnification, penalties related to classification practices and expense reimbursement available to employees or make similar claims against Realogy Franchise Group as an alleged joint employer of an affiliated franchisee’s independent sales agents;
•concerning other employment law matters, including other types of worker classification claims as well as wage and hour claims and retaliation claims;
•that the Company is vicariously liable for the acts of franchisees under theories of actual or apparent agency;
•by current or former franchisees that franchise agreements were breached including improper terminations;
•concerning alleged violations of RESPA, state consumer fraud statutes, federal consumer protection statutes or other state real estate law violations;
•concerning claims related to the Telephone Consumer Protection Act, including autodialer claims;
•concerning claims generally against the company owned brokerage operations for negligence, misrepresentation or breach of fiduciary duty in connection with the performance of real estate brokerage or other professional services as well as other brokerage claims associated with listing information and property history;
•related to intellectual property or copyright law, including infringement actions alleging improper use of copyrighted photographs on websites or in marketing materials without consent of the copyright holder or claims challenging our trademarks;
•concerning breach of obligations to make websites and other services accessible for consumers with disabilities;
•concerning claims generally against the title agent contending that the agent knew or should have known that a transaction was fraudulent or that the agent was negligent in addressing title defects or conducting the settlement;
•concerning information security, including claims under new and emerging data privacy laws related to the protection of customer, employee or third-party information;
•concerning cyber-crime, including claims related to the diversion of homesale transaction closing funds;
•claims related to disclosure or securities law violations as well as derivative suits; and
•those related to general fraud claims.
Other ordinary court legal proceedings that may arise from time to time include those related to commercial arrangements, indemnification (under contract or common law), franchising arrangements, the fiduciary duties of brokers, standard brokerage disputes like the failure to disclose accurate square footage or hidden defects in the property such as mold, vicarious liability based upon conduct of individuals or entities outside of our control, including franchisees and independent sales agents, claims under the False Claims Act (or similar state laws), consumer lending and debt collection law claims, employment law claims related to business actions responsive to the COVID-19 outbreak and governmental and regulatory directives thereto.
While the results of such claims and legal actions cannot be predicted with certainty, we do not believe based on information currently available to us that the final outcome of current proceedings against the Company will have a material adverse effect on our consolidated financial position, results of operations or cash flows. In addition, with the increasing requirements resulting from government laws and regulations concerning data breach notifications and data privacy and protection obligations, claims associated with these laws may become more common. While most litigation involves claims against the Company, from time to time the Company commences litigation, including litigation against former employees, franchisees and competitors when it alleges that such persons or entities have breached agreements or engaged in other wrongful conduct.
Worker Classification Litigation
Whitlach v. Premier Valley, Inc. d/b/a Century 21 M&M and Century 21 Real Estate LLC (Superior Court of California, Stanislaus County). This was filed as a putative class action complaint on December 20, 2018 by plaintiff James Whitlach against Premier Valley Inc., a Century 21 Real Estate independently-owned franchisee doing business as Century 21 M&M (“Century 21 M&M”). The complaint also names Century 21 Real Estate LLC, a wholly-owned subsidiary of the Company and the franchisor of Century 21 Real Estate (“Century 21”), as an alleged joint employer of the franchisee’s independent sales agents and seeks to certify a class that could potentially include all agents of both Century 21 M&M and Century 21 in California. In February 2019, the plaintiff amended his complaint to assert claims pursuant to the California Private Attorneys General Act (“PAGA”). Following the Court's dismissal of the plaintiff's non-PAGA claims without prejudice in June 2019, the plaintiff filed a second amended complaint asserting one cause of action for alleged civil penalties under PAGA in June 2020 and continued to pursue his PAGA claims as a representative of purported "aggrieved employees" as defined by PAGA. As such representative, the plaintiff seeks all non-individualized relief available to the purported aggrieved employees under PAGA, as well as attorneys’ fees. Under California law, PAGA claims are generally not subject to arbitration and may result in exposure in the form of additional penalties.
In the second amended complaint, the plaintiff continues to allege that Century 21 M&M misclassified all of its independent real estate agents, salespeople, sales professionals, broker associates and other similar positions as independent contractors, failed to pay minimum wages, failed to provide meal and rest breaks, failed to pay timely wages, failed to keep proper records, failed to provide appropriate wage statements, made unlawful deductions from wages, and failed to reimburse plaintiff and the putative class for business related expenses, resulting in violations of the California Labor Code. The demurrer filed by Century 21 M&M (and joined by Century 21) on August 3, 2020 to the plaintiff's amended complaint, was granted by the Court on November 10, 2020, dismissing the case without leave to replead. OnIn January 20, 2021, the plaintiff filed a notice of appeal of the Court’s order granting the demurrer.demurrer and filed its brief in support of the appeal on June 28, 2021. On October 28, 2021, Century 21 and Century 21 M&M filed their appellate brief in opposition to plaintiff’s appeal. This case raises various previously unlitigated claims and the PAGA claim adds additional litigation, financial and operating uncertainties.
Real Estate Industry Litigation
Moehrl, Cole, Darnell, Nager, Ramey, Sawbill Strategic, Inc., Umpa and Ruh v. The National Association of Realtors, Realogy Holdings Corp., Homeservices of America, Inc., BHH Affiliates, LLC, The Long & Foster Companies, Inc., RE/MAX LLC, and Keller Williams Realty, Inc. (U.S. District Court for the Northern District of Illinois). This amended putative class action complaint (the "amended Moehrl complaint"), filed on June 14, 2019, (i) consolidates the Moehrl and Sawbill litigation reported in our Form 10-Q for the period ended March 31, 2019, (ii) adds certain plaintiffs and defendants, and (iii) serves as a response to the separate motions to dismiss filed on May 17, 2019 in the prior Moehrl litigation by each of NAR and the Company (along with the other defendants named in the prior Moehrl complaint).
In the amended Moehrl complaint, the plaintiffs allege that the defendants engaged in a continuing contract, combination, or conspiracy to unreasonably restrain trade and commerce in violation of Section 1 of the Sherman Act because defendant NAR allegedly established mandatory anticompetitive policies for the multiple listing services and its member brokers that require brokers to make an offer of buyer broker compensation when listing a property. The plaintiffs further allege that commission sharing, which provides for the broker representing the seller sharing or paying a portion of its commission to the broker representing the buyer, is anticompetitive and violates the Sherman Act, and that the defendant franchisors conspired with NAR by requiring their respective franchisees to comply with NAR’s policies and Code of Ethics. The plaintiffs seek a permanent injunction enjoining the defendants from requiring home sellers to pay buyer broker commissions or to otherwise restrict competition among buyer brokers, an award of damages and/or restitution, attorneys fees and costs of suit. In October 2019, the Department of Justice ("DOJ") filed a statement of interest for this matter, in their words “to correct the inaccurate portrayal, by defendant The National Association of Realtors (‘NAR’), of a 2008 consent decree between the United States and NAR.” A motion to appoint lead counsel in the case was granted on an interim basis by the Court onin May 30, 2020. OnIn October 2, 2020, the Court denied the separate motions to dismiss filed in August 2019 by each of NAR and the Company (together with the other defendants named in the amended Moehrl complaint). Discovery between the plaintiffs and defendants is ongoing.
Sitzer and Winger v. The National Association of Realtors, Realogy Holdings Corp., Homeservices of America, Inc., RE/MAX Holdings, Inc., and Keller Williams Realty, Inc. (U.S. District Court for the Western District of Missouri). This is a putative class action complaint filed on April 29, 2019 and amended on June 21, 2019 by plaintiffs Joshua Sitzer and Amy Winger against NAR, the Company, Homeservices of America, Inc., RE/MAX Holdings, Inc., and Keller Williams Realty, Inc. The complaint contains
substantially similar allegations, and seeks the same relief under the Sherman Act, as the Moehrl litigation. The Sitzer litigation is limited both in allegations and relief sought to the State of Missouri and includes an additional cause of action for alleged violation of the Missouri Merchandising Practices Act, or MMPA. On August 22, 2019, the Court denied defendants' motions to transfer the Sitzer matter to the U.S. District Court for the Northern District of Illinois and on October 16, 2019, denied the motions to dismiss this litigation filed respectively by NAR and the Company (together with the other named brokerage/franchisor defendants). In September 2019, the DOJ filed a statement of interest and appearances for this matter for the same purpose stated in the Moehrl matter. In July 2020, the DOJ requested the Company provide it with all materials produced for Sitzer, with such request related to and preceding the subsequent civil lawsuit filed and related settlement agreement between the DOJ and NAR in November 2020. In July 2021, the DOJ filed a notice of withdrawal of consent to its November 2020 proposed settlement with NAR and submitted an additional request to the Company for any supplemental materials produced in Sitzer. Plaintiffs filed their motion for class certification on May 24, 2021 and on June 30, 2021, filed a second amended complaint limiting the class definition to home sellers who used a listing broker affiliated with one of the defendants, among other things. Discovery between the plaintiffs and defendants is ongoing.
Leeder v. The National Association of Realtors, Realogy Holdings Corp., Homeservices of America, Inc., BHH Affiliates, LLC, HSF Affiliates, LLC, The Long & Foster Companies, Inc., RE/MAX LLC, and Keller Williams Realty, Inc. (U.S. District Court for the Northern District of Illinois Eastern Division). In this putative class action filed on January 25, 2021, the plaintiff takes issue with certain NAR policies, including those related to buyer broker compensation at issue in the Moehrl and Sitzer matters as well as those at issue in the 2020 settlement between the DOJ and NAR, but claims the alleged conspiracy has harmed buyers (instead of sellers). The plaintiff alleges that the defendants made agreements and engaged in a conspiracy in restraint of trade in violation of the Sherman Act and were unjustly enriched, and seek a
permanent injunction enjoining NAR from establishing in the future the same or similar rules, policies, or practices as those challenged in the action as well as an award of damages and/or restitution, interest, and reasonable attorneys’ fees and expenses. The Company (together with the other companies named in the complaint) filed a motion to dismiss the complaint on April 20, 2021.
Conti v. San Francisco Association of Realtors, National Association of Realtors, Greater San Diego Association of Realtors, Realogy Holdings Corp., Compass SF I, Inc., Sotheby’s International Realty, Homeservices of America, Inc., Rodeo Realty, Inc., RE/MAX Holdings, Inc.,2021 and, Keller Williams Realty, Inc. (U.S. District Court for the Northern District of California San Francisco Division). In this putative class action filed on March 19,June 4, 2021, the plaintiff raises claims regardingfiled his opposition to which the NAR policies and rules similar to those at issue in the Leeder matter, alleging violations of the Sherman Act, the California Cartwright Act, the California Unfair Competition Law as well as unjust enrichment claims. The plaintiff seeks a permanent injunction enjoining NAR from establishing in the future the same or similar rules, policies, or practices as those challenged in the action as well as an award of damages and/or restitution, interest, and reasonable attorneys’ fees and expenses.defendants replied on July 6, 2021.
Rubenstein, Nolan v. The National Association of Realtors, Realogy Holdings Corp., Coldwell Banker, Sotheby’s Investment Realty, and Homeservices of America, Inc. (U.S. District Court for the District of Connecticut). In this putative class action, the plaintiffs take issue with the same NAR policies related to buyer broker compensation at issue in the Moehrl and Sitzer matters, but claim the alleged conspiracy has harmed buyers (instead of sellers) and is a federal racketeering violation (instead of a violation of federal antitrust law). On October 29, 2020, the plaintiffs filed a statement with the Court outlining the alleged racketeering violations. The Company filed its motion to dismiss the amended complaint on November 30, 2020 and on January 23, 2021, the plaintiffs filed their objections and opposition. On January 25,July 26, 2021, the Court granted defendants’ motion to stay discovery pending its determination of the pending motion to dismiss.dismissed this action with prejudice.
Bauman, Bauman and Nosalek v. MLS Property Information Network, Inc., Realogy Holdings Corp., Homeservices of America, Inc., BHH Affiliates, LLC, HSF Affiliates, LLC, RE/MAX LLC, and Keller Williams Realty, Inc. (U.S. District Court for the District of Massachusetts). This is a putative class action filed on December 17, 2020, wherein the plaintiffs take issue with policies and rules similar to those at issue in the Moehrl, Sitzer and Rubenstein matters, but rather than objecting to the national policies and rules published by NAR, this lawsuit specifically objects to the alleged policies and rules of a multiple listing service that is owned by realtors, including in part by one of Realogy’s company-owned brokerages. The plaintiffs allege that the defendants made agreements and engaged in a conspiracy in restraint of trade in violation of the Sherman Act and seek a permanent injunction, enjoining the defendants from continuing conduct determined to be unlawful, as well as an award of damages and/or restitution, interest, and reasonable attorneys’ fees and expenses. The Company (together with the other companies named in the complaint) filed a motion to dismiss the complaint in March 2021 and, on April 15, 2021, the plaintiffs filed their opposition to which the defendants replied on May 17, 2021.
Company-Initiated Litigation and Related Counterclaims
Realogy Holdings Corp., NRT New York LLC (d/b/a The Corcoran Group), Sotheby’s International Realty, Inc., Coldwell Banker Residential Brokerage Company, Coldwell Banker Residential Real Estate LLC, NRT West, Inc., Martha Turner Properties, L.P. And Better Homes and Gardens Real Estate LLC v. Urban Compass, Inc., and Compass, Inc. (Supreme Court New York, New York County). On July 10, 2019, the Company and certain of its subsidiaries filed a complaint against Urban Compass, Inc. and Compass, Inc. (together, "Compass"), which was subsequently amended by the Company.The Company’s current complaint alleges misappropriation of trade secrets; tortious interference with contract; intentional and tortious interference with prospective economic advantage; unfair competition under New York common law; violations of the California Unfair Competition Law, Business and Professional Code Section 17200 et. seq. (unfair competition); violations of New York General Business Law Section 349 (deceptive acts or practices); violations of New York General Business Law Sections 350 and 350-a (false advertising); conversion; and defamation. The Company seeks, among other things, actual and compensatory damages, injunctive relief, and attorneys’ fees and costs. In January 2021,
Compass filed its answer to the Company’s amended complaint, as well as counterclaims and third-party claims against the Company and certain of its subsidiaries, alleging unfair competition, tortious interference with prospective business relations, defamation, injurious falsehoods, and misappropriation of trade secrets. Compass seeks compensatory and punitive damages, injunctive relief, disgorgement of profits, interest and attorneys’ fees. In March 1, 2021.2021, the Company filed a motion to dismiss (with respect to certain counterclaims) and a reply (to the remaining counts of the counterclaims). On April 22, 2021, pursuant to a stipulation of the parties, the Court ordered the dismissal without prejudice of Compass’s third-party claims and those counterclaims against the Company related to unfair competition under New York common law, conspiracy and misappropriation of trade secrets. Discovery in the case is continuing.
The Company disputes the allegations against it in each of the captioned matters described above and will vigorously defend these actions. Given the early stages of each of these cases, we cannot estimate a range of reasonably possible losses for this litigation.
The Company believes that it has adequately accrued for legal matters as appropriate. The Company records litigation accruals for legal matters which are both probable and estimable.
Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur. In addition, class action lawsuits can be costly to defend and, depending on the class size and claims, could be costly to settle. As such, the Company could incur judgments or enter into settlements of claims with liability that are materially in excess of amounts accrued and these settlements could have a material adverse effect on the Company’s financial condition, results of operations or cash flows in any particular period.
* * *
Closed Securities Litigation
Tanaskovic v. Realogy Holdings Corp., et. al. (U.S. District Court for the District of New Jersey). The Court granted the Company's motion to dismiss this matter with prejudice on January 21, 2021. On February 18, 2021, the parties agreed not to pursue the litigation any further with each party bearing their own costs.
Fried v. Realogy Holdings Corp., et al. (U.S. District Court for the District of New Jersey). On March 26, 2021, the Court approved a stipulation and order of voluntary dismissal with prejudice of this matter, with each party bearing their own costs.
* * *
Company-Initiated Litigation
Realogy Holdings Corp., NRT New York LLC (d/b/a The Corcoran Group), Sotheby’s International Realty, Inc., Coldwell Banker Residential Brokerage Company, Coldwell Banker Residential Real Estate LLC, NRT West, Inc., Martha Turner Properties, L.P. And Better Homes and Gardens Real Estate LLC v. Urban Compass, Inc., and Compass, Inc. (Supreme Court New York, New York County). On July 10, 2019, the Company and certain of its subsidiaries filed a complaint against Urban Compass, Inc. and Compass, Inc. (together, "Compass") alleging misappropriation of trade secrets; tortious interference with contract; intentional and tortious interference with prospective economic advantage; unfair competition under New York common law; violations of the California Unfair Competition Law, Business and Professional Code Section 17200 et. seq. (unfair competition); violations of New York General Business Law Section 349 (deceptive acts or practices); violations of New York General Business Law Sections 350 and 350-a (false advertising); conversion; and aiding and abetting breach of contract. The Company seeks, among other things, actual and compensatory damages, injunctive relief, and attorneys’ fees and costs. The Company subsequently amended its complaint (which, among other things, withdrew the count for aiding and abetting breach of contract and added a count for defamation). Beginning in September 2019, Compass filed a series of motions, which the Company opposed, including a motion to dismiss and a motion to compel arbitration with respect to certain claims involving Corcoran. In June 2020, having previously denied certain portions of Compass’ motion to dismiss, the Court denied the balance of the motion to dismiss, and denied as moot Compass’ motion to compel arbitration, granting the Company leave to amend the allegations in its complaint that relate to Corcoran’s exclusive listings in order to clarify the claims and damages sought in the action. The Company filed its amended complaint in July 2020. On December 18, 2020, the Court denied a motion to compel arbitration filed by Compass in September 2020 with respect to certain claims in the Company's amended complaint concerning or purportedly related to Corcoran and Sotheby’s International Realty, Inc. Compass subsequently filed an appellate brief appealing the Court's denial. On April 8, 2021, the Appellate Division denied Compass' request for a stay pending appeal. On January 28, 2021, Compass filed its answer to the Company’s amended complaint, as well as counterclaims and third-party claims against the Company and certain of its subsidiaries, alleging unfair competition, tortious interference with prospective business relations, defamation, injurious falsehoods, and misappropriation of trade secrets. The third-party claim names a Company-affiliated franchise brokerage and an independent contractor for that franchise. Compass seeks compensatory and punitive damages, injunctive relief, disgorgement of profits, interest and attorneys’ fees. Discovery in the case is continuing. On March 1, 2021, the Company filed a motion to dismiss (with respect to certain counterclaims) and a reply (to the remaining counts of the counterclaims). On April 22, 2021, pursuant to a stipulation of the parties, the Court ordered the dismissal without prejudice of Compass’s third-party claims and those counterclaims against the Company related to unfair competition under New York common law, conspiracy and misappropriation of trade secrets.
* * *
The Company is involved in certain other claims and legal actions arising in the ordinary course of our business. Such litigation, regulatory actions and other proceedings may include, but are not limited to, actions relating to intellectual property, commercial arrangements, indemnification (under contract or common law), franchising arrangements, the fiduciary duties of brokers, standard brokerage disputes like the failure to disclose accurate square footage or hidden defects in the property such as mold, vicarious liability based upon conduct of individuals or entities outside of our control, including franchisees and independent sales agents, antitrust and anti-competition claims (including claims related to NAR or MLS rules regarding buyer broker commissions), general fraud claims (including wire fraud associated with third-party diversion of funds from a brokerage transaction), claims under the False Claims Act (or similar state laws), consumer lending and debt collection law claims, employment law claims, including claims challenging the classification of independent sales agents as independent contractors, wage and hour related claims, and claims related to business actions responsive to the COVID-19 outbreak and governmental and regulatory directives thereto, and claims alleging violations of RESPA, state consumer fraud statutes or federal consumer protection statutes. While the results of such claims and legal actions cannot be predicted with certainty, we do not believe based on information currently available to us that the final outcome of current proceedings against the Company will have a material adverse effect on our consolidated financial position, results of operations or cash flows. In addition, with the increasing requirements resulting from government laws and regulations concerning data breach notifications and data privacy and protection obligations, claims associated with these laws may become more common. While most litigation involves claims against the Company, from time to time the
Company commences litigation, including litigation against former employees, franchisees and competitors when it alleges that such persons or entities have breached agreements or engaged in other wrongful conduct.
* * *
Cendant Corporate Liabilities and Guarantees to Cendant and Affiliates
Realogy Group (then Realogy Corporation) separated from Cendant on July 31, 2006 (the "Separation"), pursuant to a plan by Cendant (now known as Avis Budget Group, Inc.) to separate into 4 independent companies—1 for each of Cendant's business units—real estate services (Realogy Group), travel distribution services ("Travelport"), hospitality services, including timeshare resorts ("Wyndham Worldwide"), and vehicle rental ("Avis Budget Group"). Pursuant to the Separation and Distribution Agreement dated as of July 27, 2006 among Cendant, Realogy Group, Wyndham Worldwide and Travelport (the "Separation and Distribution Agreement"), each of Realogy Group, Wyndham Worldwide and Travelport have assumed certain contingent and other corporate liabilities (and related costs and expenses), which are primarily related to each of their respective businesses. In addition, Realogy Group has assumed 62.5% and Wyndham Worldwide has assumed 37.5% of certain contingent and other corporate liabilities (and related costs and expenses) of Cendant.
The due to former parent balance was $19 million at both March 31,September 30, 2021 and December 31, 2020. The due to former parent balance was comprised of the Company’s portion of the following: (i) Cendant’s remaining contingent tax liabilities, (ii) potential liabilities related to Cendant’s terminated or divested businesses, and (iii) potential liabilities related to the residual portion of accruals for Cendant operations.
Tax Matters
The Company is subject to income taxes in the United States and several foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording related assets and liabilities. In the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain. The Company is regularly under audit by tax authorities whereby the outcome of the audits is uncertain. The Company believes there is appropriate support for positions taken on its tax returns. The liabilities that have been recorded represent the best estimates of the probable loss on certain positions and are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. However, the outcomes of tax audits are inherently uncertain.
Escrow and Trust Deposits
As a service to its customers, the Company administers escrow and trust deposits which represent undisbursed amounts received for the settlement of real estate transactions. Deposits at FDIC-insured institutions are insured up to $250 thousand. These escrow and trust deposits totaled $995$1,016 million at March 31,September 30, 2021 and $585 million at December 31, 2020, respectively. These escrow and trust deposits are not assets of the Company and, therefore, are excluded from the
accompanying Condensed Consolidated Balance Sheets. However, the Company remains contingently liable for the disposition of these deposits.
9. SEGMENT INFORMATION
The reportable segments presented below represent the Company’s segments for which separate financial information is available and which is utilized on a regular basis by its chief operating decision maker to assess performance and to allocate resources. In identifying its reportable segments, the Company also considers the nature of services provided by its segments. Management evaluates the operating results of each of its reportable segments based upon revenue and Operating EBITDA. 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. The Company’s presentation of Operating EBITDA may not be comparable to similar measures used by other companies.
| | | | Revenues (a) | | Revenues (a) |
| | | Three Months Ended March 31, | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 |
| Realogy Franchise Group | Realogy Franchise Group | $ | 254 | | | $ | 220 | | Realogy Franchise Group | $ | 342 | | | $ | 314 | | | $ | 943 | | | $ | 761 | |
| Realogy Brokerage Group | Realogy Brokerage Group | 1,171 | | | 869 | | Realogy Brokerage Group | 1,705 | | | 1,479 | | | 4,667 | | | 3,281 | |
| Realogy Title Group | Realogy Title Group | 201 | | | 137 | | Realogy Title Group | 250 | | | 213 | | | 706 | | | 510 | |
| Corporate and Other (b) | Corporate and Other (b) | (79) | | | (58) | | Corporate and Other (b) | (111) | | | (97) | | | (307) | | | (220) | |
| Total Company | Total Company | $ | 1,547 | | | $ | 1,168 | | Total Company | $ | 2,186 | | | $ | 1,909 | | | $ | 6,009 | | | $ | 4,332 | |
_______________
(a)Transactions between segments are eliminated in consolidation. Revenues for the Realogy Franchise Group include intercompany royalties and marketing fees paid by Realogy Brokerage Group of $79$111 million and $58$307 million for the three and nine months ended March 31,September 30, 2021, respectively, and $97 million and $220 million for the three and nine months ended September 30, 2020, respectively. Such amounts are eliminated through the Corporate and Other line.
(b)Includes the elimination of transactions between segments.
| | | | Operating EBITDA | | Operating EBITDA |
| | | Three Months Ended March 31, | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 |
| Realogy Franchise Group | Realogy Franchise Group | $ | 141 | | | $ | 96 | | Realogy Franchise Group | $ | 211 | | | $ | 200 | | | $ | 576 | | | $ | 421 | |
| Realogy Brokerage Group | Realogy Brokerage Group | (5) | | | (51) | | Realogy Brokerage Group | 51 | | | 61 | | | 116 | | | 25 | |
| Realogy Title Group | Realogy Title Group | 61 | | | 12 | | Realogy Title Group | 54 | | | 95 | | | 170 | | | 168 | |
| Corporate and Other (a) | Corporate and Other (a) | (35) | | | (25) | | Corporate and Other (a) | (43) | | | (43) | | | (117) | | | (94) | |
| Total Company | Total Company | 162 | | | 32 | | Total Company | $ | 273 | | | $ | 313 | | | $ | 745 | | | $ | 520 | |
| | Less: Depreciation and amortization | Less: Depreciation and amortization | 51 | | | 45 | | Less: Depreciation and amortization | 50 | | | 43 | | | 152 | | | 134 | |
| Interest expense, net | Interest expense, net | 38 | | | 101 | | Interest expense, net | 52 | | | 48 | | | 147 | | | 208 | |
| Income tax expense (benefit) | Income tax expense (benefit) | 17 | | | (141) | | Income tax expense (benefit) | 48 | | | 36 | | | 125 | | | (110) | |
| Restructuring costs, net (b) | Restructuring costs, net (b) | 5 | | | 12 | | Restructuring costs, net (b) | 4 | | | 17 | | | 14 | | | 47 | |
| Impairments (c) | Impairments (c) | 1 | | | 477 | | Impairments (c) | 1 | | | 70 | | | 3 | | | 610 | |
| Former parent legacy cost, net (d) | | Former parent legacy cost, net (d) | — | | | 1 | | | 1 | | | 1 | |
| Loss on the early extinguishment of debt (d) | Loss on the early extinguishment of debt (d) | 17 | | | 0 | | Loss on the early extinguishment of debt (d) | 3 | | | — | | | 21 | | | 8 | |
| Loss (gain) on the sale of business, net (e) | | Loss (gain) on the sale of business, net (e) | 1 | | | — | | | (14) | | | — | |
| Net income (loss) attributable to Realogy Holdings and Realogy Group | Net income (loss) attributable to Realogy Holdings and Realogy Group | $ | 33 | | | $ | (462) | | Net income (loss) attributable to Realogy Holdings and Realogy Group | $ | 114 | | | $ | 98 | | | $ | 296 | | | $ | (378) | |
_______________
(a)Includes the elimination of transactions between segments.
(b)The three months ended March 31,September 30, 2021 includes restructuring charges of $2$1 million at Realogy Franchise Group, $2 million at Realogy Brokerage Group and $1 million at Corporate and Other.
The three months ended March 31,September 30, 2020 includes restructuring charges of $2$4 million at Realogy Franchise Group, $9$11 million at Realogy Brokerage Group and $1$2 million at Corporate and Other.
The nine months ended September 30, 2021 includes restructuring charges of $4 million at Realogy Franchise Group, $6 million at Realogy Brokerage Group and $4 million at Corporate and Other.
The nine months ended September 30, 2020 includes restructuring charges of $10 million at Realogy Franchise Group, $32 million at Realogy Brokerage Group, $3 million at Realogy Title Group.Group and $2 million at Corporate and Other.
(c)ImpairmentsNon- cash impairments for the three and nine months ended March 31,September 30, 2021 primarily relate to software and lease asset impairments.
Non-cash impairments for the three months ended March 31,September 30, 2020 include $59 million of impairment charges during the three months ended September 30, 2020 (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds and other asset impairments of $11 million primarily related to lease asset impairments.
Non-cash impairments for the nine months ended September 30, 2020 include:
•a goodwill impairment charge of $413 million related to Realogy Brokerage Group;
•an impairment charge of $30 million related to Realogy Franchise Group's trademarks;
•$30133 million of impairment charges during the threenine months ended March 31,September 30, 2020 (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds; and
•other asset impairments of $4$34 million primarily related to lease asset impairments.
(d)Former parent legacy items and Loss on the early extinguishment of debt isare recorded in Corporate and Other.
(e)Loss (gain) on the sale of business, net is primarily recorded in Realogy Brokerage Group.
10. SUBSEQUENT EVENTS
On October 6, 2021, the Company announced entry into a strategic agreement with Centerbridge Partners, L.P.(“Centerbridge”), pursuant to which the Company’s indirect, wholly-owned subsidiary, Realogy Title Group LLC, will form a title insurance underwriter joint venture through an investment from funds affiliated with Centerbridge.
Under the strategic agreement, the shares of Title Resources Guaranty Company, Realogy Title Group’s title insurance underwriter, will be transferred to the joint venture. Centerbridge funds will purchase a 70% equity stake in the joint venture in the form of preferred units that carry liquidation preference rights for $210 million in cash, subject to closing adjustments, while the Company will hold a 30% equity stake in the joint venture in the form of common units.
The transactions contemplated by the strategic agreement are subject to the expiration or termination of all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of other required regulatory approvals as well as the satisfaction or waiver of other customary closing conditions.
The Company currently expects that these transactions will close in the first quarter of 2022. Following close, the Company's share of equity earnings and losses for its minority interest in the joint venture will be reported in Realogy Title Group.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with our Condensed Consolidated Financial Statements and accompanying notes thereto included elsewhere herein and with our Consolidated Financial Statements and accompanying notes included in the 2020 Form 10-K. Unless otherwise noted, all dollar amounts in tables are in millions. Neither Realogy Holdings, the indirect parent of Realogy Group, nor Realogy Intermediate, the direct parent company of Realogy Group, conducts any operations other than with respect to its respective direct or indirect ownership of Realogy Group. As a result, the condensed consolidated financial positions, results of operations and cash flows of Realogy Holdings, Realogy Intermediate and Realogy Group are the same. This Management's Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, contains forward-looking statements. See "Forward-Looking Statements" in this Quarterly Report as well as our 2020 Form 10-K for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results may differ materially from those contained in any forward-looking statements.
OVERVIEW
We are a global provider of real estate services and report our operations in the following three business segments:
•Realogy Franchise Group—franchises the Century 21®, Coldwell Banker®, Coldwell Banker Commercial®, Corcoran®, ERA®, Sotheby's International Realty® and Better Homes and Gardens® Real Estate brand names. As of March 31,September 30, 2021, our real estate franchise systems and proprietary brands had approximately 327,500337,400 independent sales agents worldwide, including approximately 191,700196,600 independent sales agents operating in the U.S. (which included approximately 53,70055,100 company owned brokerage independent sales agents). As of March 31,September 30, 2021, our real estate franchise systems and proprietary brands had approximately 20,40021,100 offices worldwide in 118 countries and territories, including approximately 5,700 brokerage offices in the U.S. (which included approximately 670660 company owned brokerage offices). This segment also includes our lead generation activities and global relocation services operation.
•Realogy Brokerage Group—operates a full-service real estate brokerage business with approximately 670660 owned and operated brokerage offices with approximately 53,70055,100 independent sales agents principally under the Coldwell Banker®, Corcoran® and Sotheby’s International Realty® brand names in many of the largest metropolitan areas in the U.S.
•Realogy Title Group—provides full-service title, escrow and settlement services to consumers, real estate companies, corporations and financial institutions with many of these services provided in connection with the Company's real estate brokerage and relocation services businesses. Our title insurance underwriter, Title Resources Guaranty Company, provides title underwriting services relating to the closing of home purchases and refinancing of home loans, working with affiliated and independent agents.unaffiliated agents (see "Recent Developments" below). This segment also includes the Company's share of equity earnings for our Guaranteed Rate Affinity, our minority-owned mortgage origination joint venture.venture with Guaranteed Rate, Inc.
Our technology and data group pursues technology-enabledorganization is dedicated to providing innovative technology products and solutions that support the productivity and success of Realogy’s businesses, brands, brokers, agents, and consumers.
RECENT DEVELOPMENTS
Strategic Agreement to support our business segmentsForm Title Underwriting Joint Venture
On October 6, 2021, we announced entry into a strategic agreement with Centerbridge Partners, L.P. (“Centerbridge”), pursuant to which Realogy Title Group LLC, will form a title insurance underwriter joint venture through an investment from funds affiliated with Centerbridge.
Under the strategic agreement, the shares of Title Resources Guaranty Company, Realogy Title Group’s title insurance underwriter, will be transferred to the joint venture. Centerbridge funds will purchase a 70% equity stake in the joint venture in the form of preferred units that carry liquidation preference rights for $210 million in cash, subject to closing adjustments, while we will hold a 30% equity stake in the joint venture in the form of common units.
The transactions contemplated by the strategic agreement are subject to the expiration or termination of all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and franchiseesthe receipt of other required regulatory approvals as well as independent sales agents affiliated with Realogy Brokerage and Franchise Groups and their customers.
RECENT DEVELOPMENTS
Capital Structure
In January and February 2021, Realogy Group entered into refinancing transactions, including the issuance in the aggregatesatisfaction or waiver of $900 million of 5.75% Senior Notes due 2029 (with gross proceeds of $905 million used to pay down $250 million of the Term Loan A Facility and $655 million of the Term Loan B Facility) and the amendment of the Senior Secured Credit Agreement and Term Loan A Agreement (the "2021 Amendments"). Among other things, the 2021 Amendments provide for the extension of the maturity of a portion of the remaining balance of the Term Loan A Facility from 2023 to 2025 and the extension of the maturity of a portion of the Revolving Credit Facility from 2023 to 2025, in each case subject to certain earlier springing maturity dates.
On April 28, 2021, the Company used cash on hand to pay down $150 million of the Term Loan B Facility, reducing the principal amount of that Facility to $240 million.
See "Liquidity and Capital Resources" below, as well as Note 4, "Short and Long-Term Debt", to the Condensed Consolidated Financial Statements for additional information.customary closing conditions.
We currently expect that these transactions will close in the first quarter of 2022. Following close, our share of equity earnings and losses for our minority interest in the joint venture will be reported in Realogy Title Group.
Capital Structure
On September 16, 2021, we used cash on hand to repay approximately $197 million in principal amount of outstanding borrowings under the Term Loan A Facility (representing all of the remaining Non-Extended Term Loan A) and approximately $238 million in principal amount of outstanding borrowings under the Term Loan B Facility (representing all of the remaining Term Loan B).
CURRENT BUSINESS AND INDUSTRY TRENDS
The first quarter of 2021 demonstrated continued strengthA strong recovery in the residential real estate market which has improved markedly from a sharp decline in homesale transactions, primarilybegan late in the second quarter of 2020, due to factors related to the COVID-19 crisis. According to the National Associationfollowing a period of Realtors ("NAR"), as of its most recent publication, for March 2021, the seasonally-adjusted annual rate of total existingsharp decline in homesale transactions was 6.0 million, a 7% increase from actual homesale transactionsthat started in the final weeks of 5.6 million in 2020 and a 10% improvement over the three-year average (2018-2020) of actual homesale transactions of 5.4 million.
According to NAR, during the first quarter of 2021, homesale transaction volume increased 28% over the first quarter of 2020 primarily due to a 14% increase in homesale transactions and a 12% increase in average homesale price.the COVID-19 crisis.
Homesale transaction volume on a combined basis for Realogy Franchise and Brokerage Groups increased 44% duringDuring the threenine months ended March 31,September 30, 2021, compared towe believe sustained high levels of demand in the three months ended March 31, 2020. Homesale transaction volume at Realogy Franchise Group increased 47% during such period, primarily as a resultresidential real estate market have been supported by the continuation of a 22% increase in average homesale price and a 20% increase in existing homesale transactions. Homesale transaction volume at Realogy Brokerage Group increased 37% during such period, primarily as a result of a 20% increase in existing homesale transactions and a 14% increase in average homesale price.
We believe that the strong recovery to date, including increased demand, has been driven by certain beneficial consumer trends such as home buyer preferences for certain geographies (including attractive tax and weather destinations) and demand in the high-end market supported byas well as an unusually prolonged favorable mortgage rate environment, an increase in the prevalence of remote work arrangements, and home buying trends among millennials, a favorable mortgage rate environmentmillennials. Continued high demand and low inventory contributing to higherlevels have driven increases in average homesale price.
Overall, our company ownedprices throughout the recovery and, franchise operations have benefited sincein the second halfthird quarter of 2020 from geographic and high-end transaction mix.2021, we believe limited inventory contributed to the decline in existing homesale transactions. We believeanticipate that the same dynamic will continue in the fourth quarter of 2021, with average homesale prices increasing and existing homesale transactions declining on a year-over-year basis.
The exceptional recovery from the COVID-19 crisis that we experienced in the third quarter of 2020 makes year-over-year comparisons of homesale transaction volume in the third quarter of 2021 challenging. We expect year-over-year homesale transaction volume comparisons will continue to be difficult in the fourth quarter of 2021 given the significant growth in homesale transaction volume that occurred throughout the back-half of 2020. However, the strength of homesale transaction volume during the nine months ended September 30, 2021 can also be demonstrated by comparison to the nine months ended September 30, 2019. According to NAR:
•during the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020, homesale transaction volume increased 27% due to a 13% increase in homesale transactions and a 12% increase in average homesale price; and
•during the nine months ended September 30, 2021 as compared to the nine months ended September 30, 2019, homesale transaction volume increased 35% due to a 19% increase in average homesale price and a 13% increase in homesale transactions.
Homesale transaction volume on a combined basis for Realogy Franchise and Brokerage Groups increased 41% during the nine months ended September 30, 2021 compared to the nine months ended September 30, 2020. Homesale transaction volume at Realogy Franchise Group increased 39% during such period, primarily as a result of a 23% increase in average homesale price and a 13% increase in existing homesale transactions. Homesale transaction volume at Realogy Brokerage Group increased 45% during such period, primarily as a result of a 22% increase in average homesale price and a 19% increase in existing homesale transactions.
Homesale transaction volume on a combined basis for Realogy Franchise and Brokerage Groups increased 12% during the three months ended September 30, 2021 compared to the broader market has been primarily driven since the second half of 2020 by strong performance in the high-end of the market. In addition to the foregoing factor, we believe lower homesalethree months ended September 30, 2020. Homesale transaction volume for our company owned brokerages compared to franchised brokerages has been largely attributable to the geographic footprintat Realogy Franchise Group increased 9% during such period, primarily as a result of our company-owned brokerages,a 16% increase in particularaverage homesale price, partially offset by a 6% decrease in New York City, whichexisting homesale transactions. Homesale transaction volume at Realogy Brokerage Group increased 17% during such period, primarily as a result of a 17% increase in average homesale price while gaining strength in the first quarter of 2021, continued to lag the general residential real estate market.existing homesale transactions remained flat.
We expect that quarterly comparisons to 2020 periods will be volatile throughout the remainder of 2021 due to the significant disruptions to the typical seasonality patterns of the residential real estate market caused by the COVID-19 crisis during 2020. For example, asAs shown in the tables below, NAR forecastsreports in its most recent press release that homesale transaction volume will increase 57%increased 9% in the secondthird quarter of 2021 as compared to the secondthird quarter of 2020 –and increased 35% in the third quarter in which the COVID-19 crisis had the most negative impact on the industry (with 2020 second quarter homesale transaction volume down 16% from 2019). The sameof 2021 NAR forecast, whenas compared to the secondthird quarter of 2019, still shows strong improvement – with 35% growth forecasted in the second quarter of 2021.
NAR Forecasted Homesale Transaction Volume
NAR Existing Homesale Transaction Volume
_______________
(a)Q1, Q2 and Q3 existing homesale data is as of the most recent NAR press release, which is subject to sampling error.
(b)Forecasted existing homesale data, on a seasonally adjusted basis, is as of the most recent NAR forecast.
There remain significant uncertainties regarding whether the beneficial consumer trends discussed above will be maintained at the same strength or at all, and whether such trends will continue to have a positive effect on our financial results, as well as significant uncertainties related to the COVID-19 crisis, including the impact of vaccines and virus mutations on the severity, duration and extent of the pandemic (and the impact of vaccines and virus mutations).pandemic.
Existing Homesales
For the quarternine months ended March 31,September 30, 2021 compared to the same period in 2020, NAR existing homesale transactions increased to 1.24.6 million homes or up 14%13%. For the quarternine months ended March 31,September 30, 2021, homesale transactions on a combined basis for Realogy Franchise and Brokerage Groups increased 20%15% compared to the same period in 2020 due primarily to continued continued strength instrong demand, particularly at the residential real estate market, which we attribute to certain beneficial consumer trends supported by other factors, including a favorable mortgage rate environment and low inventory contributing to higher average homesale price, partially offset byhigh-end of the impact of competition and the geographic concentration ofmarket. Realogy Brokerage Group.Group also benefited from its concentrated geographic footprint in certain major metropolitan markets, including New York City. We believe that constrained inventory contributed to the year-over-year decline in homesale transactions for the three months ended September 30, 2021. The quarterly and annual year-over-year trends in homesale transactions are as follows:
Realogy Compared to 2021 Industry Data
_______________
(a)Q1, Q2 and Q3 existing homesale data is as of the most recent NAR press release, which is subject to sampling error.
(b)Forecasted existing homesale data, on a seasonally adjusted basis, is as of the most recent NAR forecast.
(c)Forecasted existing homesale data, on a seasonally adjusted basis, is as of the most recent Fannie Mae press release.
As of their most recent releases, NAR is forecasting existing homesale transactions to remain flatdecrease 2% in 2022 while Fannie Mae is forecasting existing homesale transactions to decrease 6% for the same period.
Existing Homesale Price
For the quarternine months ended March 31,September 30, 2021 compared to the same period in 2020, NAR existing homesale average price increased 12%. For the quarternine months ended March 31,September 30, 2021, average homesale price on a combined basis for Realogy Franchise and Brokerage Groups increased 19%23% compared to the same period in 2020 which consisted of a 22%23% increase in average homesale price for Realogy Franchise Group and a 14%22% increase in average homesale price for Realogy Brokerage Group. We believe that the delta between Realogy Brokerage Group and Realogy Franchise GroupStrong demand in the first quarter of 2021 was primarily driven by particularly strong performance by Realogy Franchise Group in the high-endoverall housing market as well as Realogy Brokerage Group's geographic footprint, in particular in New York City. We believe that the delta betweenbenefited both Realogy Franchise Group and NAR in the first quarter of 2021 was primarily driven by particularly strong performance byRealogy Brokerage Group. Low inventory also contributed to higher average homesale price, with both Realogy Franchise Group inand Realogy Brokerage Group also benefiting from strength at the high-end of the market. Realogy Brokerage Group also benefited from its concentrated geographic footprint in certain major metropolitan markets, including New York City. The quarterly and annual year-over-year trends in the price of homes are as follows:
_______________(a)Q1, Q2 and Q3 homesale price data is for existing homesale average price and is as of the most recent NAR press release.
(b)Forecasted homesale price data is for median price and is as of the most recent NAR forecast.
(c)Existing homesale price data is for median price and is as of the most recent Fannie Mae press release.
As of their most recent releases, NAR is forecasting median existing homesale price to increase 3% in 2022 while Fannie Mae is forecasting median existing homesale price to increase 4%11% for the same period.
2020 Temporary Cost-Saving Initiatives.Measures. Quarterly earnings comparisons will also bewere challenged by the absence in the second and third quarters of 2021 by the absence of the temporary cost-saving measures we took in the second and third quarters of 2020 in response to the COVID-19 crisis. Those temporary cost saving measures resulted in approximately $150 million of aggregate savings in the second and third quarter of 2020, with approximately two-thirds of such amount recognized in the second quarter of 2020. Substantially all of these measures were reversed during the third quarter of 2020 and we do not expect to realize comparable cost-savings from these prior temporary initiativesmeasures in future periods,periods.
Realogy Title Group, including Mortgage Origination Joint Venture. We have been in an unusually prolonged period of low interest rates, with mortgage rates in the absenceU.S. reaching then-historic lows beginning in the second quarter of which2020. Our financial results are typically favorably impacted by a low interest rate environment as a decline in mortgage rates generally drives increased refinancing activity as well as homesale transactions that in turn drives increased title services and mortgage origination activity. If the pace of existing homesale transactions slows (due to increases in mortgage rates or otherwise), we would also expect decreased title services and mortgage origination activity.
However, while refinancing volumes are highly correlated with fluctuations in mortgage rates as well, they are also inherently cyclical. Given the strength of refinancing volumes in the second half of 2020, we expect softer refinance volumes to continue during the fourth quarter of 2021. For example, at Realogy Title Group, purchase title and closing units increased 3%, but refinancing title and closing units declined 30%, during the third quarter of 2021 as compared to the third quarter of 2020.
Equity in earnings at Guaranteed Rate Affinity declined from $51 million in the third quarter of 2020 to $11 million in the third quarter of 2021, primarily driven by the impact of mark-to-market adjustments on the mortgage loan pipeline, as well as gain-on-sale margin compression and a decline in refinance volumes, partially offset by strong purchase volume growth. Operating margins and mark-to-market adjustments may continue to be compressed due to competitive factors related to decreased demand as well as any mortgage rate increases. In addition, our mortgage origination joint venture is expectednon-exclusive and our joint venture partner may make decisions, pursue opportunities or continue to expand relationships with competitors that may be contrary to our best interests.
We have been and could again be negatively impacted by a rising interest rate environment as increases in mortgage rates generally have a negative impact on period-over-period comparisonsrefinancing title and closing units as well as mortgage unit volumes, housing affordability and homesale transaction volume.
Mortgage Rates. As noted above, mortgage rate increases generally have a negative impact on multiple aspects of our expenses.business. A wide variety of factors can contribute to mortgage rates, including Treasury note yields, federal interest rates, inflation, demand, consumer income, unemployment levels and foreclosure rates. Fiscal and monetary policies of the
federal government and its agencies can also adversely impact rates, including reductions in the level of its purchases of mortgage-backed securities. Yields on the 10-year Treasury note hit all-time lows during the COVID-19 crisis, but as of September 30, 2021 were 1.52% as compared to 0.69% as of September 30, 2020. According to Freddie Mac, mortgage rates on commitments for a 30-year, conventional, fixed-rate first mortgage lowered to an average of 2.87% for the third quarter of 2021 compared to 2.95% for the third quarter of 2020. Although such mortgage rates began to increase during the first quarter of 2021 from the lows seen in late 2020, they continue to be at low levels compared to the 10-year average of 3.93%, according to Freddie Mac. On September 30, 2021, mortgage rates were 2.90%, or approximately 20 basis points higher than on December 31, 2020 and approximately 100 basis points lower than the 10-year average, according to Freddie Mac.
Banks may tighten mortgage standards, even if rates remain at low levels or decline, which could limit the availability of mortgage financing. In addition, many federal and/or state monetary or fiscal programs meant to assist individuals and businesses in the navigation of COVID-related financial challenges (including mortgage forbearance programs) have ended or are expected to end in the near term, which could have a negative impact on consumer financial health.
Inventory. Insufficient inventory levels generally have a negative impact on homesale transaction growth and we believe this factor contributed to the decline in homesale transactions during the three-month period ended September 30, 2021. We have also seen an intensified pace of inventory supply turnover since the second half of 2020. For example, at our company owned Coldwell Banker brokerages, the speed at which a home that was listed for sale went under contract reduced to a median of 16 days on the market in the third quarter of 2021 from a median of 19 days on the market in the third quarter of 2020 and a median of 31 days on the market in the third quarter of 2019. Rapid inventory turnover can constrain inventory levels which increases the risk that our new homesale unit listings will not keep pace with demand, which we believe also negatively impacted homesale transaction volume in the third quarter of 2021 and may continue to do so in future periods. Continued or accelerated declines in inventory whether attributablehave and may continue to the COVID-19 crisis or otherwise, may result in insufficient supply to meet any increased demand driven by the lower interest rate environment and beneficial consumer trends. Additional inventory pressure arises from periods of slow or decelerated new housing construction. Even before the COVID-19 crisis, low
Low housing inventory levels hadhave been ana persistent industry-wide concern for years, in particular in certain highly sought-after geographies and at lower price points. According to NAR, the inventory of existing homes for sale in the U.S. decreased approximately 28%13% from 1.5 million as of MarchSeptember 2020 to 1.11.3 million as of MarchSeptember 2021. As a result, inventory has decreased from 3.32.7 months of supply in MarchSeptember 2020 to 2.12.4 months as of MarchSeptember 2021. These levels continue to be significantly below the 10-year average of 4.8 months, the 15-year average of 6.0 months and the 25-year average of 5.6 months.
While insufficient inventory levels generally have a negative impact on homesale transaction growth, during the three months ended March 31, 2021, Realogy Franchise and Brokerage Groups saw a 20% increase in homesale transactions on a combined basis compared to the same period in 2020. We believe that an intensified pace of inventory supply turnover beginning in the second half of 2020 has contributed to the reported low levels of inventory, without a correlating decrease in homesale transactions. For example, at our company owned Coldwell Banker brokerages, the speed at which a home that was listed for sale went under contract reduced to a median of 15 days on the market in the first quarter of 2021 from a median of 31 days on the market in the first quarter of 2020. There is significant uncertainty as to whether this recent pattern of low inventory, but increased homesale transactions driven by supply turnover will continue as constraints in home inventory levels have typically had and may continue to have an adverse impact on the number of homesale transactions closed by Realogy Franchise and Brokerage Groups. In addition, in periods of rapid inventory turnover there is an increased risk that new homesale unit listings will not keep pace with demand, which could also negatively impact homesale transaction volume.
Unemployment.According to the U.S. Bureau of Labor Statistics, the U.S. unemployment rate declined to 6.0% in March 2021, down considerably from a high of 14.8% reached in April 2020, but still 2.5% higher compared to its pre-pandemic level in February 2020. If the COVID-19 pandemic continues to impact employment levels and economic activity for a substantial period, or if jobs recovery slows or worsens, it could lead to an increase in loan defaults and foreclosure activity and may make it more difficult for potential home buyers to arrange financing.
Mortgage Rates. We have been in an unusually prolonged period of historic low interest rates. A wide variety of factors can contribute to mortgage rates, including Treasury note yields, federal interest rates, inflation, demand, consumer income, unemployment levels and foreclosure rates. Yields on the 10-year Treasury note hit all-time lows during the COVID-19 crisis, but as of March 31, 2021 were 1.74% as compared to 0.70% as of March 31, 2020. According to Freddie Mac, mortgage rates on commitments for a 30-year, conventional, fixed-rate first mortgage lowered to an average of 2.88% for the first quarter of 2021 compared to 3.51% for the first quarter of 2020. Although mortgage rates began to increase during the first quarter of 2021 from the lows seen in 2020, they continue to be at low levels compared to the 10-year average of 3.93%, according to Freddie Mac. On March 31, 2021, mortgage rates were 3.08%, or approximately 40 basis points higher than on December 31, 2020 and approximately 90 basis points lower than the 10-year average, according to Freddie Mac.
Our financial results are favorably impacted by a low interest rate environment as a decline in mortgage rates generally drives increased refinancing activity and homesale transactions. For example, the Company recorded equity earnings from our mortgage origination joint venture, Guaranteed Rate Affinity, of $30 million and $9 million for the three months ended March 31, 2021 and 2020 which, for the three months ended March 31, 2021, represented approximately 19% of the Company's Operating EBITDA. Realogy Title Group also experienced a 130% increase in the number of refinancing title and closing units processed as a result of homeowners refinancing their home loans for the three months ended March 31, 2021 as compared to March 31, 2020. The refinancing volume of these businesses are inherently cyclical and this level of volume may not be maintained or may meaningfully decrease with fluctuations in market conditions such as mortgage rates. We have been and could again be negatively impacted by a rising interest rate environment as increases in mortgage rates
have a negative impact on refinancing title and closing units and mortgage unit volumes, could compress margins at Guaranteed Rate Affinity, and adversely impact housing affordability and homesale transaction volume.
Due to the economic effects of the COVID-19 crisis, banks may tighten mortgage standards, even if rates remain at low levels or decline, which could limit the availability of mortgage financing. In addition, many individuals and businesses have benefited and may be continuing to benefit from one or more federal and/or state monetary or fiscal programs meant to assist in the navigation of COVID-related financial challenges (including mortgage forbearance programs), and the termination or substantial curtailment of, or failure to extend, such programs could have a negative impact on their financial health.
Affordability. The fixed housing affordability index, as reported by NAR, decreased from 176166 for FebruaryAugust 2020 to 173151 for FebruaryAugust 2021. A housing affordability index above 100 signifies that a family earning the median income has sufficient income to purchase a median-priced home, assuming a 20 percent down payment and ability to qualify for a mortgage. Housing affordability may be impacted in future periods by inflationary pressures, increases in mortgage rates and average homesale price, and the lowfurther or accelerated declines in inventory, environment as well as theor a rise in unemployment andor other economic challenges as a result of the COVID-19 crisis, but we are unable to estimate the extent duechallenges.
According to the uncertaintiesU.S. Bureau of the COVID-19 crisis and its related impact onLabor Statistics, the U.S. economy.unemployment rate declined to 4.8% in September 2021, down considerably from a high of 14.8% reached in April 2020, but still 1.3% higher compared to its pre-pandemic level in February 2020.
Recruitment and Retention of Independent Sales Agents; Commission Income. Recruitment and retention of independent sales agents and independent sales agent teams are critical to the business and financial results of a brokerage, including our company owned brokerages and those operated by our affiliated franchisees. In the firstthird quarter of 2021, agents affiliated with our company owned brokerages grew 3%5% and, based on information from such franchisees, agents affiliated with our U.S. franchisees increased 1%4%, in each case as compared to March 31,September 30, 2020. Aggressive
Despite our recent agent growth, aggressive competition for the affiliation of independent sales agents has negatively impactedin this industry continues to make recruitment and retention efforts at both Realogy Franchise and Brokerage Groups challenging, in particular with respect to more productive sales agents, and has previously had and may continue to have a negative impact on our market share. These competitive market factors and other trends (such as changes in the spending patterns of independent sales agents) are expected to continue to put upward pressure on the average share of commissions earned by independent sales agents and may continue to impact our franchisees; suchfranchisees. If independent sales agents affiliated with our company owned brokerages are paid a higher proportion of the commissions earned on a homesale transaction or the level of commission income we receive from a homesale transaction is otherwise reduced, the operating margins of our company
owned residential brokerages could continue to be adversely affected. Similarly, franchisees have and may continue to seek reduced royalty fee arrangements or other incentives from us to offset the continued business pressures on such franchisees, which would result in a reduction in royalty fees paid to us.
This competitive environment has continued throughout most of the COVID-19 crisis, particularly at the outset of the pandemic, when we took proactive measures to preserve liquidity, including in connection with our recruitment and retention efforts.
Non-Traditional Market Participants. While real estate brokers using historical real estate brokerage models typically compete for business primarily on the basis of services offered, brokerage commission, reputation, utilization of technology and personal contacts, participants pursuing non-traditional methods of marketing real estate may compete in other ways, including companies that employ technologies intended to disrupt historical real estate brokerage models or minimize or eliminate the role traditional brokers and sales agents perform in the homesale transaction process. The significant size of the U.S. real estate market has continued to attract outside capital investment in disruptive and traditional competitors that seek to access a portion of this market, including iBuying and home swap business models. These competitors and their investors may pursue increases in market share over profitability, further complicating the competitive landscape.
A growing number of companies are competing in non-traditional ways for a portion of the gross commission income generated by homesale transactions. For example, an increasing number of sales agents are operatingvirtual brokerage models (including virtual brokerages and brokerages that operate in a more virtual capacity, whichfashion) directly compete with traditional brokerage models and may dilute the relationship between the brokerage and the agent.
In addition, manycertain alternative transaction models, such as iBuying businessand home swap models, seekare less reliant on brokerages and sales agents, which could have a negative impact on such brokerages and agents as well as on the average homesale broker commission rate. These models also look to disintermediatecapture ancillary real estate brokersservices such as title and independent sales agents from buyersmortgage services and sellers of homes by reducing or eliminating brokerage commissions that may be earned on those transactions. In October 2020, we continued to evolvereferral fees. RealSure, our agent-focused iBuying offerings through the launch of aminority-owned joint venture with Home Partners of America, intendedoffers consumers the benefit of iBuying, while also keeping the independent sales agent at the center of the transaction. RealSure is available in 24 U.S. cities as of September 30, 2021 and we are investing to expand the geographic reachscale of our RealSurethe program which is available in 13 U.S. markets as of March 31, 2021 (and is expected to expand to 20 U.S. markets in 2021).by pursuing direct-to-consumer marketing opportunities. Under the RealSure Sell program, sellers with qualifying properties receive a cash offer valid for 45 days immediately upon listing, and during this time frame have the opportunity to pursue a better price by marketing their property with an affiliated independent sales agent. Sellers whoWe own a 49% interest in this joint venture and our share of equity earnings or losses are enrolledincluded in RealSure Sell can utilize RealSure Buy to make a more competitive offer on their next home before their current home is sold by leveraging their RealSure Sell cash offer.Realogy Brokerage Group.
In addition, the concentration and market power of the top listing aggregators allow them to monetize their platforms by a variety of actions, including but not limited to setting up competing brokerages and/or expanding their offerings to include
products (including agent tools) and services ancillary to the real estate transaction, such as title, escrow and mortgage origination services, that compete with services offered by us, charging significant referral, listing and display fees, diluting the relationship between agents and brokers and between agents and the consumer, tying referrals to use of their products, consolidating and leveraging data, and engaging in preferential or exclusionary practices to favor or disfavor other industry participants. These actions divert and reduce the earnings of other industry participants, including our company owned and franchised brokerages. Aggregators could intensify their current business tactics or introduce new programs that could be materially disadvantageous to our business and other brokerage participants in the industry and such tactics could further increase pressures on the profitability of our company owned and franchised brokerages and affiliated independent sales agents, reduce our franchisor service revenue and dilute our relationships with ouraffiliated franchisees and oursuch franchisees' relationships with affiliated independent sales agents and buyers and sellers of homes. For example, one dominant listing aggregator recently launched a brokerage with employee sales agents in several locations to support its iBuying offering and has joined many local multiple listing services, known as MLSs, as a participating broker to gain electronic access directly to real estate listings rather than relying on disparate electronic feeds from other brokers participating
We are also impacted by changes in the rules and policies of NAR and the MLSs, or MLS syndication feeds.which can be driven by changes in membership, including the entry of new industry participants, and other industry forces.
New Development. Realogy Brokerage Group has relationships with developers, primarily in major cities, in particular New York City, to provide marketing and brokerage services in new developments. New development closings can vary significantly from year to year due to timing matters that are outside of our control, including long cycle times and irregular project completion timing. In addition, the new development industry has also experienced significant disruption due to the COVID-19 crisis. Accordingly, earnings attributable to this business can fluctuate meaningfully from year to year, impacting both homesale transaction volume and the share of gross commission income we realize on such transactions.
Relocation Spending. Global corporate spending on relocation services has continued to shift to lower cost relocation benefits as corporate clients engage in cost reduction initiatives and/or restructuring programs, as well as changes in employment relocation trends. As a result of a shift in the mix of services and number of services being delivered per move, our relocation operations have been increasingly subject to a competitive pricing environment and lower average revenue per relocation. Lower volume growth, in particular with respect to global relocation activity, has also impacted the operating results of our relocation operations. The COVID-19 crisis, as well as along with related ongoing travel restrictions in the
U.S. immigration and visa restrictions haveelsewhere, has exacerbated these trends. These factors aretrends and is expected to continue to put pressure on the financial results of Cartus Relocation Services (part of the Realogy Franchise Group segment). In addition, the greater acceptance of remote work arrangements during the COVID-19 crisis has the potential to have a negative impact on relocation volumes in the long-term.
Leads Generation. Through Realogy Leads Group, a part of Realogy Franchise Group, we seek to provide high-quality leads to affiliated agents, including through real estate benefit programs that provide home-buying and selling assistance to members of organizations such as credit unions and interest groups that have established members who are buying or selling a home as well as to consumers and corporations who have expressed interest in a certain brand, product or service (such as relocation services). We operate several real estate benefit programs, including a program with a large long-term client as well as other programs we have launched in the past two years, including AARP® Real Estate Benefits. There can be no assurance that we will be able to maintain or expand these programs, and even if we are successful in these efforts, such programs may not generate a meaningful number of high-quality leads.
Legal & Regulatory Environment.See Part II., "Item 1.—Legal Proceedings" of this Quarterly Report for a discussion of the current legal and regulatory environment and how such environment could potentially impact us.
* * *
While data provided by NAR and Fannie Mae are two indicators of the direction of the residential housing market, we believe that homesale statistics will continue to vary between us and NAR and Fannie Mae because:
•they use survey data and estimates in their historical reports and forecasting models, which are subject to sampling error, whereas we use data based on actual reported results;
•there are geographical differences and concentrations in the markets in which we operate versus the national market. For example, many of our company owned brokerage offices are geographically located where average homesale prices are generally higher than the national average and therefore NAR survey data will not correlate with Realogy Brokerage Group's results;
•NAR’s forecasts utilize seasonally adjusted annualized rates and median price;
•NAR historical data is subject to periodic review and revision and these revisions have been material in the past, and could be material in the future; and
•NAR and Fannie Mae generally update their forecasts on a monthly basis and a subsequent forecast may change materially from a forecast that was previously issued.
While we believe that the industry data presented herein is derived from the most widely recognized sources for reporting U.S. residential housing market statistical data, we do not endorse or suggest reliance on this data alone. We also note that forecasts are inherently uncertain or speculative in nature and actual results for any period could materially differ.
KEY DRIVERS OF OUR BUSINESSES
Within Realogy Franchise and Brokerage Groups, we measure operating performance using the following key operating metrics: (i) closed homesale sides, which represents either the "buy" side or the "sell" side of a homesale transaction, (ii) average homesale price, which represents the average selling price of closed homesale transactions, and (iii) average homesale broker commission rate, which represents the average commission rate earned on either the "buy" side or "sell" side of a homesale transaction.
For Realogy Franchise Group, we also use net royalty per side, which represents the royalty payment to Realogy Franchise Group for each homesale transaction side taking into account royalty rates, homesale price, average broker commission rates, volume incentives achieved and other incentives. We utilize net royalty per side as it includes the impact of changes in average homesale price as well as all incentives and represents the royalty revenue impact of each incremental side.
For Realogy Brokerage Group, we also use gross commission income per side, which represents gross commission income divided by closed homesale sides. Gross commission income includes commissions earned in homesale transactions and certain other activities, primarily leasing transactions. Realogy Brokerage Group, as a franchisee of Realogy Franchise Group, pays a royalty fee of approximately 6% per transaction to Realogy Franchise Group from the commission earned on a real estate transaction. The remainder of gross commission income is split between the broker (Realogy Brokerage Group) and the independent sales agent in accordance with their applicable independent contractor agreement (which specifies the portion of the broker commission to be paid to the agent), which varies by each agent agreement.
For Realogy Title Group, operating performance is evaluated using the following key metrics: (i) purchase title and closing units, which represent the number of title and closing units we process as a result of home purchases, (ii) refinance title and closing units, which represent the number of title and closing units we process as a result of homeowners refinancing their home loans, and (iii) average fee per closing unit, which represents the average fee we earn on purchase title and refinancing title sides. Results are favorably impacted by the low mortgage rate environment. An increase or decrease in homesale transactions will impact the financial results of Realogy Title Group; however, their financial results are not significantly impacted by a change in homesale price.
The following table presents our drivers for the three and nine months ended March 31,September 30, 2021 and 2020. See "Results of Operations" below for a discussion as to how these drivers affected our business for the periods presented.
| | | Three Months Ended March 31, | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2021 | | 2020 | | % Change | | 2021 | | 2020 | | % Change | | 2021 | | 2020 | | % Change |
| Realogy Franchise Group (a) | Realogy Franchise Group (a) | | | | | | Realogy Franchise Group (a) | | | | | | | | | | | |
| Closed homesale sides | Closed homesale sides | 244,698 | | | 203,188 | | | 20 | % | Closed homesale sides | 316,195 | | | 336,737 | | | (6) | % | | 881,356 | | | 778,010 | | | 13 | % |
| Average homesale price | Average homesale price | $ | 394,000 | | | $ | 322,465 | | | 22 | % | Average homesale price | $ | 427,052 | | | $ | 367,095 | | | 16 | % | | $ | 419,223 | | | $ | 341,427 | | | 23 | % |
| Average homesale broker commission rate | Average homesale broker commission rate | 2.47 | % | | 2.47 | % | | — | bps | Average homesale broker commission rate | 2.44 | % | | 2.48 | % | | (4) | bps | | 2.46 | % | | 2.48 | % | | (2) | bps |
| Net royalty per side | Net royalty per side | $ | 382 | | | $ | 316 | | | 21 | % | Net royalty per side | $ | 401 | | | $ | 367 | | | 9 | % | | $ | 402 | | | $ | 341 | | | 18 | % |
| Realogy Brokerage Group | Realogy Brokerage Group | | Realogy Brokerage Group | |
| Closed homesale sides | Closed homesale sides | 74,993 | | | 62,541 | | | 20 | % | Closed homesale sides | 101,536 | | | 101,890 | | | — | % | | 280,474 | | | 235,806 | | | 19 | % |
| Average homesale price | Average homesale price | $ | 608,960 | | | $ | 533,813 | | | 14 | % | Average homesale price | $ | 662,006 | | | $ | 563,513 | | | 17 | % | | $ | 654,113 | | | $ | 537,602 | | | 22 | % |
| Average homesale broker commission rate | Average homesale broker commission rate | 2.43 | % | | 2.41 | % | | 2 | bps | Average homesale broker commission rate | 2.42 | % | | 2.44 | % | | (2) | bps | | 2.43 | % | | 2.43 | % | | — | bps |
| Gross commission income per side | Gross commission income per side | $ | 15,393 | | | $ | 13,597 | | | 13 | % | Gross commission income per side | $ | 16,633 | | | $ | 14,315 | | | 16 | % | | $ | 16,457 | | | $ | 13,685 | | | 20 | % |
| Realogy Title Group | Realogy Title Group | | Realogy Title Group | |
| Purchase title and closing units | Purchase title and closing units | 33,828 | | | 28,724 | | | 18 | % | Purchase title and closing units | 47,004 | | | 45,788 | | | 3 | % | | 128,207 | | | 106,540 | | | 20 | % |
| Refinance title and closing units | Refinance title and closing units | 20,467 | | | 8,899 | | | 130 | % | Refinance title and closing units | 12,836 | | | 18,387 | | | (30) | % | | 47,775 | | | 44,834 | | | 7 | % |
| Average fee per closing unit | Average fee per closing unit | $ | 2,262 | | | $ | 2,269 | | | — | % | Average fee per closing unit | $ | 2,675 | | | $ | 2,239 | | | 19 | % | | $ | 2,524 | | | $ | 2,189 | | | 15 | % |
_______________
(a)Includes all franchisees except for Realogy Brokerage Group.
A decline in the number of homesale transactions and/or decline in homesale prices could adversely affect our results of operations by: (i) reducing the royalties we receive from our franchisees, (ii) reducing the commissions our company owned brokerage operations earn, (iii) reducing the demand for our title, escrow and settlement and underwriting services or the services of our mortgage origination joint venture, and (iv) increasing the risk of franchisee default due to lower homesale volume. Our results could also be negatively affected by a decline in commission rates charged by brokers or greater commission payments to sales agents or by an increase in volume or other incentives paid to franchisees.franchisees, among other factors.
With the exception of 2020, since 2014, we have experienced approximately a one basis point decline in the average homesale broker commission rate each year, which we believe has been largely attributable to increases in average homesale prices (as higher priced homes tend to have a lower broker commission) and, to a lesser extent, competitors providing fewer or similar services for a reduced fee. In 2020, the average homesale broker commission rate increased by two basis points at Realogy Brokerage Group and one basis point at Realogy Franchise Group.
Royalty fees are charged to all franchisees pursuant to the terms of the relevant franchise agreements and are included in each of the real estate brands' franchise disclosure documents. Most of our brands utilize a volume-based incentive model with a royalty fee rate that is initially equal to 6% of the franchisee's gross commission income, but subject to reduction based upon volume incentives.
We also utilize other royalty fee models that are not generally eligible for volume incentives. For example, certain of our franchisees (including some of our largest franchisees) have a flat royalty fee rate of less than 6%. In addition, a royalty fee generally equal to 5% of franchisee commission (capped at a set amount per independent sales agent per year) is applicable to franchisees operating under the "capped fee model" that was launched for our Better Homes and Gardens Real Estate franchise business in January 2019. Our Corcoran franchise business utilizes a tiered royalty fee model under which franchisees pay us a royalty fee percentage (generally set at an initial rate of 6%) that decreases in steps during each calendar year as the franchisee’s gross commission income reaches certain levels to a minimum of 4%. We have and may, from time to time in the future, restructure or revise the model used at one or more franchised brands, including with respect to the applicable initial royalty fee rate.
Other incentives may also be used as consideration to attract new franchisees, grow franchisees (including through independent sales agent recruitment) or extend existing franchise agreements, although in contrast to volume incentives, the majority of other incentives are not homesale transaction based.
Transaction volume growth has generally exceeded royalty revenue growth due primarily to the growth in gross commission income generated by our top 250 franchisees and our increased use of other sales incentives, both of which directly impact royalty revenue. Over the past several years, our top 250 franchisees have grown faster than our other franchisees through organic growth and market consolidation. If the amount of gross commission income generated by our top 250 franchisees continues to grow at a quicker pace relative to our other franchisees, we would expect our royalty revenue to continue to increase, but at a slower pace than homesale transaction volume. Likewise, our royalty revenue would continue to increase, but at a slower pace than homesale transaction volume, if the gross commission income generated by all of our franchisees grows faster than the applicable annual volume incentive table increase or if we increase our use of standard volume or other incentives. However, in the event that the gross commission income generated by our franchisees increases as a result of increased transaction volume, we would expect to recognize an increase in overall royalty payments to us.
We face significant competition from other national real estate brokerage brand franchisors for franchisees and we expect that the trend of increasing incentives will continue in the future in order to attract, retain, and help grow certain franchisees. Taking into account competitive factors, we have and may, from time to time in the future, restructure or revise the model used at one or more franchised brands. We expect to experience pressures on net royalty per side, largely due to the impact of competitive market factors noted above, continued concentration among our top 250 franchisees, and the impact of affiliated franchisees of our Better Homes and Gardens® Real Estate brand moving to the "capped fee model" we adopted in 2019; however, these pressures were more than offset by increases in homesale prices in the three-monththree and nine-month period ended March 31,September 30, 2021.
Realogy Brokerage Group has a significant concentration of real estate brokerage offices and transactions in geographic regions where home prices are at the higher end of the U.S. real estate market, particularly the east and west coasts, while Realogy Franchise Group has franchised offices that are more widely dispersed across the United States. Accordingly, operating results and homesale statistics may differ between Realogy Brokerage Group and Realogy Franchise Group based upon geographic presence and the corresponding homesale activity in each geographic region. In addition, the share of
commissions earned by independent sales agents directly impacts the margin earned by Realogy Brokerage Group. Such share of commissions earned by independent sales agents varies by region and commission schedules are generally progressive to incentivize sales agents to achieve higher levels of production. Commission share has been and we expect will continue to be subject to upward pressure in favor of the independent sales agent for a variety of factors, including more aggressive recruitment and retention activities taken by us and our competitors as well as growthchanges in spending patterns of independent sales agent teams.agents.
RESULTS OF OPERATIONS
Discussed below are our condensed consolidated results of operations and the results of operations for each of our reportable segments. The reportable segments presented below represent our segments for which separate financial information is available and which is utilized on a regular basis by our chief operating decision maker to assess performance and to allocate resources. In identifying our reportable segments, we also consider the nature of services provided by our segments. Management evaluates the operating results of each of our reportable segments based upon revenue and Operating EBITDA. 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. Our presentation of Operating EBITDA may not be comparable to similarly titled measures used by other companies.
Our results of operations should be read in conjunction with our other disclosures in this Item 2. including under the heading Current Business and Industry Trends.
Three Months Ended March 31,September 30, 2021 vs. Three Months Ended March 31,September 30, 2020
Our consolidated results comprised the following:
| | | | Three Months Ended March 31, | | Three Months Ended September 30, |
| | | 2021 | | 2020 | | Change | | 2021 | | 2020 | | Change |
| Net revenues | Net revenues | $ | 1,547 | | | $ | 1,168 | | | $ | 379 | | Net revenues | $ | 2,186 | | | $ | 1,909 | | | $ | 277 | |
| Total expenses | Total expenses | 1,527 | | | 1,780 | | | (253) | | Total expenses | 2,033 | | | 1,827 | | | 206 | |
| Income (loss) before income taxes, equity in earnings and noncontrolling interests | 20 | | | (612) | | | 632 | | |
| Income tax expense (benefit) | 17 | | | (141) | | | 158 | | |
| Income before income taxes, equity in earnings and noncontrolling interests | | Income before income taxes, equity in earnings and noncontrolling interests | 153 | | | 82 | | | 71 | |
| Income tax expense | | Income tax expense | 48 | | | 36 | | | 12 | |
| Equity in earnings of unconsolidated entities | Equity in earnings of unconsolidated entities | (31) | | | (9) | | | (22) | | Equity in earnings of unconsolidated entities | (11) | | | (53) | | | 42 | |
| Net income (loss) | 34 | | | (462) | | | 496 | | |
| Net income | | Net income | 116 | | | 99 | | | 17 | |
| Less: Net income attributable to noncontrolling interests | Less: Net income attributable to noncontrolling interests | (1) | | | — | | | (1) | | Less: Net income attributable to noncontrolling interests | (2) | | | (1) | | | (1) | |
| Net income (loss) attributable to Realogy Holdings and Realogy Group | $ | 33 | | | $ | (462) | | | $ | 495 | | |
| Net income attributable to Realogy Holdings and Realogy Group | | Net income attributable to Realogy Holdings and Realogy Group | $ | 114 | | | $ | 98 | | | $ | 16 | |
Net revenues increased $379$277 million or 32%15% for the three months ended March 31,September 30, 2021 compared with the three months ended March 31,September 30, 2020 driven by higher homesale transaction volume at Realogy Franchise and Brokerage Groups and an increase in volumepurchase title and closing units at Realogy Title Group, in each case due primarily to continued strengthstrong demand and higher prices in the residential real estate market, which we attribute to certain beneficial consumer trends supported by other factors, including a favorable mortgage rate environment and low inventory contributing to higher average homesale price.
Total expenses decreased $253increased $206 million or 14%11% for the firstthird quarter of 2021 compared to the firstthird quarter of 2020 primarily due to:
•lease asset impairments of $1 million during the first quarter of 2021 compared to $477 million in non-cash impairments during the first quarter of 2020. Non-cash impairments during the three months ended March 31, 2020 include:
◦a goodwill impairment charge of $413 million related to Realogy Brokerage Group;
◦an impairment charge of $30 million related to Realogy Franchise Group's trademarks;
◦$30 million of impairment charges during the three months ended March 31, 2020 (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds; and
◦other asset impairments of $4 million primarily related to lease asset impairments;
•a $63 million net decrease in interest expense primarily due to a $64 million decrease in expense related to mark-to-market adjustments for interest rate swaps that resulted in $13 million gains during the first quarter of 2021 compared to losses of $51 million during the first quarter of 2020; and
•a $7 million decrease in restructuring costs,
partially offset by:
•a $255$204 million increase in commission and other sales agent-related costs primarily due to an increase in homesale transaction volume as well as a result of higher agent commission costs primarily driven by a shift in mix to more productive, higher compensated agents, the impact of recruitment and retention efforts, and business and geographic mix;
•an $18a $56 million increase in operating and general and administrative expenses, primarily due to higher employee incentive accruals, partially offset by lower employee-related, occupancy and other operating costs as awhich was largely the result of the absence in the third quarter of 2021 of the benefit of the temporary cost savings initiatives;measures that were taken in the third quarter of 2020 in response to the COVID-19 crisis; and
•a $17$14 million loss onincrease in marketing expense primarily due to higher advertising costs as compared to the early extinguishmentthird quarter of debt as a result2020, when such expenses were reduced due to the COVID-19 crisis,
partially offset by:
•non-cash impairments of the refinancing transactions$1 million during the firstthird quarter of 2021.2021 compared to $70 million during the third quarter of 2020; and
•a $13 million decrease in restructuring costs.
Equity in earnings were $31$11 million during the firstthird quarter of 2021 compared to earnings of $9$53 million during the firstthird quarter of 2020 primarily due to an improvement in earnings of Guaranteed Rate Affinity at Realogy Title Group.2020. Equity in earnings for Guaranteed Rate Affinity was $30$11 million representing approximately 19% of the Company's Operating EBITDA for the firstthird quarter of 2021 increasingdecreasing by $21$40 million from $9$51 million in the firstthird quarter of 2020. This improvementThe decrease was primarily driven by the resultimpact of mark-to-market adjustments on the low mortgage rate environmentloan pipeline, as well as gain-on-sale margin compression and higher loan officer count driving an increasea decline in refinancing transactions and improved margins in the venture. Equityrefinance volumes, partially offset by strong purchase volume growth. There was no equity in earnings for the Company's other equity method investments increased $1 million from zero during the firstthird quarter of 2021 compared with the same period indecreasing by $2 million from earnings of $2 million during third quarter of 2020.
During the firstthird quarter of 2021, we incurred $5$4 million of restructuring costs primarily related to the Company's restructuring program focused on office consolidation and instituting operational efficiencies to drive profitability. The Company expects the estimated total cost of the program to be approximately $166$163 million, with $117$126 million incurred to date and $49$37 million remaining primarily related to future expenses as a result of reducing the leased-office footprints. See Note 5, "Restructuring Costs", to the Condensed Consolidated Financial Statements for additional information.
The Company's provision for income taxes in interim periods is computed by applying its estimated annual effective tax rate against the income or loss before income taxes for the period. In addition, non-recurring or discrete items are recorded in the period in which they occur. The provision for income taxes was an expense of $17$48 million for the three months ended March 31,September 30, 2021 compared to a benefitan expense of $141$36 million for the three months ended March 31,September 30, 2020. Our effective tax rate was 33%29% and 23%27% for the three months ended March 31,September 30, 2021 and March 31,September 30, 2020, respectively. The
effective tax rate for the three months ended March 31,September 30, 2021 was primarily impacted by non-deductible executive compensation and equity awards for which the market value at vesting was lower than at the date of grant.expired stock option awards.
The following table reflects the results of each of our reportable segments during the three months ended March 31,September 30, 2021 and 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Revenues (a) | | $ Change | | %
Change | | Operating EBITDA | | $ Change | | %
Change | | Operating EBITDA Margin | | Change |
| | 2021 | | 2020 | | | | 2021 | | 2020 | | | | 2021 | | 2020 | |
| Realogy Franchise Group | $ | 254 | | | $ | 220 | | | 34 | | | 15 | | | $ | 141 | | | $ | 96 | | | 45 | | | 47 | | | 56 | % | | 44 | % | | 12 | |
| Realogy Brokerage Group | 1,171 | | | 869 | | | 302 | | | 35 | | | (5) | | | (51) | | | 46 | | | 90 | | | — | | | (6) | | | 6 | |
| Realogy Title Group | 201 | | | 137 | | | 64 | | | 47 | | | 61 | | | 12 | | | 49 | | | 408 | | | 30 | | | 9 | | | 21 | |
| Corporate and Other | (79) | | | (58) | | | (21) | | | * | | (35) | | | (25) | | | (10) | | | * | | | | | | |
| Total Company | $ | 1,547 | | | $ | 1,168 | | | 379 | | | 32 | | | $ | 162 | | | $ | 32 | | | 130 | | | 406 | | | 10 | % | | 3 | % | | 7 | |
| | | | | | | | | | | | | | | | | | | | | |
| Less: Depreciation and amortization | | 51 | | | 45 | | | | | | | | | | | |
| Interest expense, net | | 38 | | | 101 | | | | | | | | | | | |
| Income tax expense (benefit) | | 17 | | | (141) | | | | | | | | | | | |
| Restructuring costs, net (b) | | 5 | | | 12 | | | | | | | | | | | |
| Impairments (c) | | 1 | | | 477 | | | | | | | | | | | |
| Loss on the early extinguishment of debt (d) | | 17 | | | — | | | | | | | | | | | |
| Net income (loss) attributable to Realogy Holdings and Realogy Group | | $ | 33 | | | $ | (462) | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Revenues (a) | | $ Change | | %
Change | | Operating EBITDA | | $ Change | | %
Change | | Operating EBITDA Margin | | Change |
| | 2021 | | 2020 | | | | 2021 | | 2020 | | | | 2021 | | 2020 | |
| Realogy Franchise Group | $ | 342 | | | $ | 314 | | | 28 | | | 9 | | | $ | 211 | | | $ | 200 | | | 11 | | | 6 | | | 62 | % | | 64 | % | | (2) | |
| Realogy Brokerage Group | 1,705 | | | 1,479 | | | 226 | | | 15 | | | 51 | | | 61 | | | (10) | | | (16) | | | 3 | | | 4 | | | (1) | |
| Realogy Title Group | 250 | | | 213 | | | 37 | | | 17 | | | 54 | | | 95 | | | (41) | | | (43) | | | 22 | | | 45 | | | (23) | |
| Corporate and Other | (111) | | | (97) | | | (14) | | | * | | (43) | | | (43) | | | — | | | * | | | | | | |
| Total Company | $ | 2,186 | | | $ | 1,909 | | | 277 | | | 15 | | | $ | 273 | | | $ | 313 | | | (40) | | | (13) | | | 12 | % | | 16 | % | | (4) | |
| | | | | | | | | | | | | | | | | | | | | |
| Less: Depreciation and amortization | | 50 | | | 43 | | | | | | | | | | | |
| Interest expense, net | | 52 | | | 48 | | | | | | | | | | | |
| Income tax expense | | 48 | | | 36 | | | | | | | | | | | |
| Restructuring costs, net (b) | | 4 | | | 17 | | | | | | | | | | | |
| Impairments (c) | | 1 | | | 70 | | | | | | | | | | | |
| Former parent legacy cost, net (d) | | — | | | 1 | | | | | | | | | | | |
| Loss on the early extinguishment of debt (d) | | 3 | | | — | | | | | | | | | | | |
| Loss on the sale of business, net | | 1 | | | — | | | | | | | | | | | |
| Net income attributable to Realogy Holdings and Realogy Group | | $ | 114 | | | $ | 98 | | | | | | | | | | | |
_______________
* not meaningful
(a)Includes the elimination of transactions between segments, which consists of intercompany royalties and marketing fees paid by Realogy Brokerage Group of $79$111 million and $58$97 million during the three months ended March 31,September 30, 2021 and 2020, respectively.
(b)Restructuring charges incurred for the three months ended March 31,September 30, 2021 include $2$1 million at Realogy Franchise Group, $2 million at Realogy Brokerage Group and $1 million at Corporate and Other. Restructuring charges incurred for the three months ended March 31,September 30, 2020 include $2$4 million at Realogy Franchise Group, $9$11 million at Realogy Brokerage Group and $1$2 million at Realogy Title Group.Corporate and Other.
(c)ImpairmentsNon-cash impairments for the three months ended March 31,September 30, 2021 primarily relate to lease assetsoftware impairments. Non-cash impairments for the three months ended March 31,September 30, 2020 include:
•a goodwill impairment charge of $413 million related to Realogy Brokerage Group;
•an impairment charge of $30 million related to Realogy Franchise Group's trademarks;
•$30include $59 million of impairment charges during the three months ended March 31,September 30, 2020 (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds;proceeds and
•other asset impairments of $4$11 million primarily related to lease asset impairments.
(d)Former parent legacy items and Loss on the early extinguishment of debt isare recorded in Corporate and Other.
As described in the aforementioned table, Operating EBITDA margin for "Total Company" expressed as a percentage of revenues increased 7decreased 4 percentage points to 10%12% from 16% for the three months ended March 31,September 30, 2021 compared to 3%2020. Operating EBITDA margin for "Total Company" was negatively impacted by the same periodabsence in 2020. On a segment basis,the third quarter of 2021 of the benefit of the temporary cost savings measures that were taken in the third quarter of 2020 in response to the COVID-19 crisis. Realogy Franchise Group's margin increased 12decreased 2 percentage points to 56%62% from 44% primarily due to64% largely the result of the absence of the cost savings measures discussed above, partially offset by an increase in royalty revenue as a result of an increase in homesale transaction volume, partially offset by a decrease in revenue related to the early termination of third party listing fee agreements.volume. Realogy Brokerage Group's margin increased 6decreased 1 percentage pointspoint to zero3% from negative 6%4% primarily due to higher transaction volume and lower operating expenses principally driven bythe absence of the temporary cost savings initiatives, partially offset bymeasures discussed above. In addition, higher agent commission costs driven by a shift in mix to more productive, higher compensated agents, the impact of recruiting and retention efforts, as well as business and geographic mix.mix adversely impacted the positive effect of higher transaction volume at Realogy Brokerage Group. Realogy Title Group's margin increased 21decreased 23 percentage points to 30%22% from 9%45% primarily due to an increasea decrease in equity in earnings of Guaranteed Rate Affinity, as a resultwhich was primarily driven by the impact of mark-to-market adjustments on the low mortgage rate environment and higher loan officer count driving an increase in refinancing transactions and improved margins in the venture,pipeline as well as an increase in underwriter, refinancegain-on-sale margin compression and resale activity at Realogy Title Group.lower refinancing volume, partially offset by strong purchase volume growth.
Corporate and Other Operating EBITDA for the three months ended March 31,September 30, 2021 declined $10remained flat at negative $43 million largely as the result of the absence in the third quarter of 2021 of the benefit of the temporary cost savings measures that were taken in the third quarter of 2020 in response to negative $35 million primarily due to higherthe COVID-19 crisis offset by lower employee incentive accruals.accruals in the third quarter of 2021 as compared to the third quarter of 2020.
Realogy Franchise and Brokerage Groups on a Combined Basis
The following table reflects Realogy Franchise and Brokerage Groups' results before the 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. The Operating EBITDA margin for the combined segments increased 6decreased 1 percentage pointspoint from 4%15% to 10%14% primarily due to the absence in the third quarter of 2021 of the benefit of the temporary cost savings measures that were taken in the third quarter of 2020 in response to the COVID-19 crisis. In addition, higher agent commission costs driven by a shift in mix to more productive, higher compensated agents, the impact of recruiting and retention efforts, as well as business and geographic mix adversely impacted the positive effect of higher homesale transaction volume during the firstthird quarter of 2021 compared to the firstthird quarter of 2020:
| | | | Revenues | | $ Change | | %
Change | | Operating EBITDA | | $ Change | | %
Change | | Operating EBITDA Margin | | Change | | Revenues | | $ Change | | %
Change | | Operating EBITDA | | $ Change | | %
Change | | Operating EBITDA Margin | | Change |
| | | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 | | | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 | |
| Realogy Franchise Group (a) | Realogy Franchise Group (a) | $ | 175 | | | $ | 162 | | | 13 | | | 8 | | | $ | 62 | | | $ | 38 | | | 24 | | | 63 | | | 35 | % | | 23 | % | | 12 | | Realogy Franchise Group (a) | $ | 231 | | | $ | 217 | | | 14 | | | 6 | | | $ | 100 | | | $ | 103 | | | (3) | | | (3) | | | 43 | % | | 47 | % | | (4) | |
| Realogy Brokerage Group (a) | Realogy Brokerage Group (a) | 1,171 | | | 869 | | | 302 | | | 35 | | | 74 | | | 7 | | | 67 | | | 957 | | | 6 | | | 1 | | | 5 | | Realogy Brokerage Group (a) | 1,705 | | | 1,479 | | | 226 | | | 15 | | | 162 | | | 158 | | | 4 | | | 3 | | | 10 | | | 11 | | | (1) | |
| Realogy Franchise and Brokerage Groups Combined | Realogy Franchise and Brokerage Groups Combined | $ | 1,346 | | | $ | 1,031 | | | 315 | | | 31 | | | $ | 136 | | | $ | 45 | | | 91 | | | 202 | | | 10 | % | | 4 | % | | 6 | | Realogy Franchise and Brokerage Groups Combined | $ | 1,936 | | | $ | 1,696 | | | 240 | | | 14 | | | $ | 262 | | | $ | 261 | | | 1 | | | — | | | 14 | % | | 15 | % | | (1) | |
_______________
(a)The segment numbers noted above do not reflect the impact of intercompany royalties and marketing fees paid by Realogy Brokerage Group to Realogy Franchise Group of $79$111 million and $58$97 million during the three months ended March 31,September 30, 2021 and 2020, respectively.
Realogy Franchise Group
Revenues increased $34$28 million to $254$342 million and Operating EBITDA increased $45$11 million to $141$211 million for the three months ended March 31,September 30, 2021 compared with the same period in 2020.
Revenues increased $34$28 million primarily as a result of:
•a $30$14 million increase in intercompany royalties received from Realogy Brokerage Group;
•a $7 million increase in brand marketing fund revenue and related expense primarily due to higher advertising costs as compared to the third quarter of 2020, when such expenses were reduced due to the COVID-19 crisis;
•a $4 million increase primarily in other revenue related to international royalty revenue while revenues for relocation and lead generation services remained relatively flat; and
•a $3 million increase in third-party domestic franchisee royalty revenue primarily due to a 47%9% increase in homesale transaction volume at Realogy Franchise Group which consisted of a 22%16% increase in average homesale price, andpartially offset by a 20% increase6% decrease in existing homesale transactions;
•a $20 million increase in intercompany royalties received from Realogy Brokerage Group; and
•a $3 million increase in brand marketing fund revenue, for which related expenses increased $3 million,
partially offset by:
•a $13 million decrease in service and other revenue primarily related to a $18 million net decrease in revenue from our relocation and lead generation operations driven by lower volume largely related to the impact of the COVID-19 pandemic; and
•a $6 million decrease in revenue related to the early termination of third party listing fee agreements.transactions.
Realogy Franchise Group revenue includes intercompany royalties received from Realogy Brokerage Group of $76$108 million and $56$94 million during the firstthird quarter of 2021 and 2020, respectively, which are eliminated in consolidation against the expense reflected in Realogy Brokerage Group's results.
The $45$11 million increase in Operating EBITDA was primarily due to the $34$28 million increase in revenues discussed above, partially offset by a $10 million decreaseincrease in employee and other operating costs, principally due tolargely the result of the absence in the 2021 quarter of the benefit of the temporary cost savings initiatives, partially offset by higher employee incentive accruals,measures that were taken in the third quarter of 2020 in response to the COVID-19 crisis, as well as $4 million of lower expense for bad debt and notes reserves. These Operating EBITDA increases were partially offset by the $3a $7 million increase in marketing expense discussed above.
Realogy Brokerage Group
Revenues increased $302$226 million to $1,171$1,705 million and Operating EBITDA increased $46decreased $10 million to negative $5$51 million for the three months ended March 31,September 30, 2021 compared with the same period in 2020.
The revenue increase of $302$226 million was primarily driven by a 37%17% increase in homesale transaction volume at Realogy Brokerage Group which primarily consisted of a 20% increase in existing homesale transactions and a 14%17% increase in average homesale price.price while existing homesale transactions remained flat. Realogy Brokerage Group benefited fromsaw continued strengthstrong demand and higher prices in the residential real estate market in the third quarter of 2021, which we attribute to certain beneficial consumer trends supported by other factors, including a favorable mortgage rate environment and low inventory contributing to higher average homesale price.
Operating EBITDA increased $46decreased $10 million primarily due to:
•the $302 million increase in revenues discussed above;
•a $16 million decrease in employee-related, occupancy and other operating costs due to cost savings initiatives, partially offset by higher employee incentive accruals; and
•a $3 million decrease in marketing expense primarily due to a shift in advertising and marketing strategy,
partially offset by:
•a $255$204 million increase in commission expenses paid to independent sales agents from $630$1,105 million for the firstthird quarter of 2020 to $885$1,309 million in the firstthird quarter of 2021. Commission expense increased primarily as a result of the impact of higher homesale transaction volume as discussed above, as well as higher agent commission costs primarily driven by a shift in mix to more productive, higher compensated agents, the impact of recruiting and retention efforts, as well as business and geographic mix; and
•a $20$14 million increase in employee-related and other operating costs largely the result of the absence in the 2021 quarter of the benefit of the temporary cost savings measures that were taken in the third quarter of 2020 in response to the COVID-19 crisis and due to higher employee incentive accruals;
•a $14 million increase in royalties paid to Realogy Franchise Group from $56$94 million during the firstthird quarter of 2020 to $76$108 million during the firstthird quarter of 2021 associated with the homesale transaction volume increase as described above; and
•a $4 million increase in marketing expense primarily due to higher advertising costs as compared to the third quarter of 2020, when such expenses were reduced due to the COVID-19 crisis,
partially offset by a $226 million increase in revenues discussed above.
Realogy Title Group
Revenues increased $64$37 million to $201$250 million and Operating EBITDA increased $49decreased $41 million to $61$54 million for the three months ended March 31,September 30, 2021 compared with the same period in 2020.
Revenues increased $37 million primarily as a result of a $23 million increase in resale revenue attributable to increased purchase unit activity and increased homesale prices as a result of the continued strong demand in the residential real estate market. In addition, there was a $22 million increase in underwriter revenue with unaffiliated agents, which had a $7 million net positive impact on Operating EBITDA due to the related expense increase of $15 million, partially offset by a $9 million decrease in refinance revenue. Equity earnings or losses related to our minority interest in Guaranteed Rate Affinity are included in the financial results of Realogy Title Group, but are not reported as revenue to Realogy Title Group.
Operating EBITDA decreased $41 million primarily as a result of a $40 million decrease in equity earnings from $53 million during the third quarter of 2020 to$13 million during the third quarter of 2021 primarily related to Guaranteed Rate Affinity. The decline in equity in earnings from Guaranteed Rate Affinity was primarily driven by the impact of mark-to-market adjustments on the mortgage loan pipeline, as well as gain-on-sale margin compression and a decline in refinance volumes, partially offset by strong purchase volume growth. In addition, employee and other operating costs increased $23 million due to higher variable costs as a result of higher volume and increased $15 million related to the increase in underwriter revenue with unaffiliated agents discussed above where the revenue and expense are recorded on a gross basis. These decreases were partially offset by the $37 million increase in revenues discussed above.
Nine Months Ended September 30, 2021 vs Nine Months Ended September 30, 2020
Our consolidated results comprised the following:
| | | | | | | | | | | | | | | | | |
| | Nine Months Ended September 30, |
| | 2021 | | 2020 | | Change |
| Net revenues | $ | 6,009 | | | $ | 4,332 | | | $ | 1,677 | |
| Total expenses | 5,635 | | | 4,916 | | | 719 | |
| Income (loss) before income taxes, equity in earnings and noncontrolling interests | 374 | | | (584) | | | 958 | |
| Income tax expense (benefit) | 125 | | | (110) | | | 235 | |
| Equity in earnings of unconsolidated entities | (52) | | | (98) | | | 46 | |
| Net income (loss) | 301 | | | (376) | | | 677 | |
| Less: Net income attributable to noncontrolling interests | (5) | | | (2) | | | (3) | |
| Net income (loss) attributable to Realogy Holdings and Realogy Group | $ | 296 | | | $ | (378) | | | $ | 674 | |
Net revenues increased $1,677 million or 39% for the nine months ended September 30, 2021 compared with the nine months ended September 30, 2020 driven by higher homesale transaction volume at Realogy Franchise and Brokerage Groups and an increase in volume at Realogy Title Group, in each case due primarily to continued strong demand and higher prices in the residential real estate market, which we attribute to certain beneficial consumer trends supported by
other factors, including a favorable mortgage rate environment and low inventory contributing to higher average homesale price. Year-over-year comparisons, on a Company-wide and individual segment basis, also benefited from comparison against the sharp decline in homesale transactions that occurred in the second quarter of 2020 due to factors related to the COVID-19 crisis.
Total expenses increased $719 million or 15% for the nine months ended September 30, 2021 compared to the same period of 2020 primarily due to:
•a $1,147 million increase in commission and other sales agent-related costs primarily due to an increase in homesale transaction volume as well as a result of higher agent commission costs primarily driven by a shift in mix to more productive, higher compensated agents, the impact of recruitment and retention efforts, and business and geographic mix;
•a $221 million increase in operating and general and administrative expenses, largely the result of the absence of the benefit of the temporary cost savings measures that were taken in the second and third quarters of 2020 in response to the COVID-19 crisis and due to higher employee incentive accruals;
•a $38 million increase in marketing expense primarily due to higher advertising costs as compared to the nine months ended September 30, 2020, during which such expenses were reduced due to the COVID-19 crisis; and
•a $21 million loss on the early extinguishment of debt as a result of the refinancing transactions in January and February 2021, the pay down of $150 million of outstanding borrowings under the Term Loan B Facility in April 2021 and the pay downs of the Non-extended Term Loan A and Term Loan B Facility in September 2021 compared to an $8 million loss on the early extinguishment of debt as a result of the refinancing transactions in June 2020,
partially offset by:
•non-cash impairments of $3 million during the nine months ended September 30, 2021 compared to $610 million during the nine months ended September 30, 2020;
•a $61 million net decrease in interest expense primarily due to a $67 million decrease in expense related to mark-to-market adjustments for interest rate swaps that resulted in $8 million of gains for the nine months ended September 30, 2021 compared to $59 million of losses for the nine months ended September 30, 2020;
•a $33 million decrease in restructuring costs; and
•a $14 million net gain on the sale of business.
Equity in earnings were $52 million for the nine months ended September 30, 2021 compared to earnings of $98 million during the same period of 2020. Equity in earnings for Guaranteed Rate Affinity was $49 million for the nine months ended September 30, 2021 decreasing by $46 million from $95 million during the same period of 2020. The decrease was primarily driven by impact of mark-to-market adjustments on the mortgage loan pipeline, as well as gain-on-sale margin compression and a decline in refinance volumes, partially offset by strong purchase volume growth. Equity in earnings for the Company's other equity method investments remained flat with earnings of $3 million during both the nine months ended September 30, 2021 and 2020.
During the nine months ended September 30, 2021, we incurred $14 million of restructuring costs primarily related to the Company's restructuring program focused on office consolidation and instituting operational efficiencies to drive profitability.The Company expects the estimated total cost of the program to be approximately $163 million, with $126 million incurred to date and $37 million remaining primarily related to future expenses as a result of reducing the leased-office footprints. See Note 5, "Restructuring Costs", to the Condensed Consolidated Financial Statements for additional information.
The Company's provision for income taxes in interim periods is computed by applying its estimated annual effective tax rate against the income or loss before income taxes for the period. In addition, non-recurring or discrete items are recorded in the period in which they occur. The provision for income taxes was an expense of $125 million for the nine months ended September 30, 2021 compared to a benefit of $110 million for the nine months ended September 30, 2020. Our effective tax rate was 29% and 23% for the nine months ended September 30, 2021 and September 30, 2020, respectively. The effective tax rate for the nine months ended September 30, 2021 was primarily impacted by non-deductible executive compensation and expired stock option awards.
The following table reflects the results of each of our reportable segments during the nine months ended September 30, 2021 and 2020:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Revenues (a) | | $ Change | | %
Change | | Operating EBITDA | | $ Change | | %
Change | | Operating EBITDA Margin | | Change |
| | 2021 | | 2020 | | | | 2021 | | 2020 | | | | 2021 | | 2020 | |
| Realogy Franchise Group | $ | 943 | | | $ | 761 | | | 182 | | | 24 | | | $ | 576 | | | $ | 421 | | | 155 | | | 37 | | 61% | | 55 | % | | 6 | |
| Realogy Brokerage Group | 4,667 | | | 3,281 | | | 1,386 | | | 42 | | | 116 | | | 25 | | | 91 | | | 364 | | 2 | | 1 | | | 1 | |
| Realogy Title Group | 706 | | | 510 | | | 196 | | | 38 | | | 170 | | | 168 | | | 2 | | | 1 | | 24 | | 33 | | | (9) | |
| Corporate and Other | (307) | | | (220) | | | (87) | | | * | | (117) | | | (94) | | | (23) | | | * | | | | | | |
| Total Company | $ | 6,009 | | | $ | 4,332 | | | 1,677 | | | 39 | | | $ | 745 | | | $ | 520 | | | 225 | | | 43 | | 12% | | 12 | % | | — | |
| | | | | | | | | | | | | | | | | | | | | |
| Less: Depreciation and amortization | | 152 | | | 134 | | | | | | | | | | | |
| Interest expense, net | | 147 | | | 208 | | | | | | | | | | | |
| Income tax expense (benefit) | | 125 | | | (110) | | | | | | | | | | | |
| Restructuring costs, net (b) | | 14 | | | 47 | | | | | | | | | | | |
| Impairments (c) | | 3 | | | 610 | | | | | | | | | | | |
| Former parent legacy cost, net (d) | | 1 | | | 1 | | | | | | | | | | | |
| Loss on the early extinguishment of debt (d) | | 21 | | | 8 | | | | | | | | | | | |
| Gain on the sale of business, net (e) | | (14) | | | — | | | | | | | | | | | |
| Net income (loss) attributable to Realogy Holdings and Realogy Group | | $ | 296 | | | $ | (378) | | | | | | | | | | | |
_______________
* not meaningful
(a)Includes the elimination of transactions between segments, which consists of intercompany royalties and marketing fees paid by Realogy Brokerage Group of $307 million and $220 million during the nine months ended September 30, 2021 and 2020, respectively.
(b)Restructuring charges incurred for the nine months ended September 30, 2021 include $4 million at Realogy Franchise Group, $6 million at Realogy Brokerage Group and $4 million at Corporate and Other. Restructuring charges incurred for the nine months ended September 30, 2020 include $10 million at Realogy Franchise Group, $32 million at Realogy Brokerage Group, $3 million at Realogy Title Group and $2 million at Corporate and Other.
(c)Non-cash impairments for the nine months ended September 30, 2021 primarily relate to software and lease asset impairments. Non-cash impairments for the nine months ended September 30, 2020 include:
•a goodwill impairment charge of $413 million related to Realogy Brokerage Group;
•an impairment charge of $30 million related to Realogy Franchise Group's trademarks;
•$133 million of impairment charges during the nine months ended September 30, 2020 (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds; and
•other asset impairments of $34 million primarily related to lease asset impairments.
(d)Former parent legacy items and Loss on the early extinguishment of debt are recorded in Corporate and Other.
(e)Gain on the sale of business, net is primarily recorded in Realogy Brokerage Group.
As described in the aforementioned table, Operating EBITDA margin for "Total Company" expressed as a percentage of revenues remained flat at 12% for the nine months ended September 30, 2021 and 2020. Operating EBITDA margin for "Total Company", as well as on a segment basis, was negatively impacted by the absence in the second and third quarters of 2021 of the benefit of the temporary cost savings measures that were taken in the second and third quarters of 2020 in response to COVID-19 crisis. Realogy Franchise Group's margin increased 6 percentage points to 61% from 55% primarily due to an increase in royalty revenue as a result of an increase in homesale transaction volume, partially offset by the result of the absence of the cost savings measures discussed above and a decrease in revenue related to the early termination of third party listing fee agreements. Realogy Brokerage Group's margin increased 1 percentage point to 2% from 1% primarily due to higher transaction volume, partially offset by the result of the absence of the cost savings measures discussed above and higher agent commission costs driven by a shift in mix to more productive, higher compensated agents, the impact of recruiting and retention efforts, as well as business and geographic mix. Realogy Title Group's margin decreased 9 percentage points to 24% from 33% primarily due a decrease in equity in earnings of Guaranteed Rate Affinity, mostly the result of the impact of mark to market adjustments on the mortgage loan pipeline, as well as gain-on-sale margin compression and lower refinancing volume, partially offset by strong purchase volume growth.
Corporate and Other Operating EBITDA for the nine months ended September 30, 2021 declined $23 million to negative $117 million, largely the result of the absence in the second and third quarters of 2021 of the benefit of the temporary cost savings measures that were taken in the second and third quarters of 2020 in response to the COVID-19 crisis as well as higher employee incentive accruals.
Realogy Franchise and Brokerage Groups on a Combined Basis
The following table reflects Realogy Franchise and Brokerage Groups' 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. The Operating EBITDA margin for the combined segments increased 1 percentage point from 12% to 13% during the nine months ended September 30, 2021 compared to the same period of 2020 primarily due to higher homesale transaction volume, partially offset by the absence in the second and third quarters of 2021 of the benefit of the temporary cost savings measures that were taken in the second and third quarters of 2020 in response to COVID-19 crisis and higher agent commission costs driven by a shift in mix to more productive, higher compensated agents, the impact of recruiting and retention efforts, as well as business and geographic mix:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Revenues | | $ Change | | %
Change | | Operating EBITDA | | $ Change | | %
Change | | Operating EBITDA Margin | | Change |
| | 2021 | | 2020 | | | | 2021 | | 2020 | | | | 2021 | | 2020 | |
| Realogy Franchise Group (a) | $ | 636 | | | $ | 541 | | | 95 | | | 18 | | $ | 269 | | | $ | 201 | | | 68 | | | 34 | | 42 | % | | 37 | % | | 5 | |
| Realogy Brokerage Group (a) | 4,667 | | | 3,281 | | | 1,386 | | | 42 | | 423 | | | 245 | | | 178 | | | 73 | | 9 | | | 7 | | | 2 | |
| Realogy Franchise and Brokerage Groups Combined | $ | 5,303 | | | $ | 3,822 | | | 1,481 | | | 39 | | $ | 692 | | | $ | 446 | | | 246 | | | 55 | | | 13 | % | | 12 | % | | 1 | |
_______________
(a)The segment numbers noted above do not reflect the impact of intercompany royalties and marketing fees paid by Realogy Brokerage Group to Realogy Franchise Group of $307 million and $220 million during the nine months ended September 30, 2021 and 2020, respectively.
Realogy Franchise Group
Revenues increased $182 million to $943 million and Operating EBITDA increased $155 million to $576 million for the nine months ended September 30, 2021 compared with the same period in 2020.
Revenues increased $64$182 million primarily as a result of of:
•a $29$91 million increase in underwriterthird-party domestic franchisee royalty revenue (includingprimarily due to a $2739% increase in homesale transaction volume at Realogy Franchise Group which consisted of a 23% increase in average homesale price and a 13% increase in existing homesale transactions;
•an $83 million increase in underwriterintercompany royalties received from Realogy Brokerage Group; and
•a $22 million increase in brand marketing fund revenue with unaffiliated agents, which hadand related expense primarily due to higher advertising costs as compared to the second and third quarters of 2020, when such expenses were reduced due to the COVID-19 crisis,
partially offset by:
•an $8 million decrease in service and other revenue as a $4result of a $19 million net positivedecrease in revenue from our relocation and lead generation operations primarily in the first quarter of 2021, driven by lower volume largely related to the impact onof the COVID-19 pandemic, partially offset by international royalty revenue; and
•a $6 million decrease in revenue related to the early termination of third party listing fee agreements during 2020.
Realogy Franchise Group revenue includes intercompany royalties received from Realogy Brokerage Group of $296 million and $213 million during the nine months ended September 30, 2021 and 2020, respectively, which are eliminated in consolidation against the expense reflected in Realogy Brokerage Group's results.
The $155 million increase in Operating EBITDA was primarily due to the $182 million increase in revenues discussed above and $15 million of lower expense for bad debt and notes reserves. These Operating EBITDA increases were partially offset by the $22 million increase in marketing expense discussed above and a $20 million increase in employee and other operating costs, largely the result of the absence of the benefit of the temporary cost savings measures that were taken in the second and third quarters of 2020 in response to the COVID-19 crisis and due to higher employee incentive accruals.
Realogy Brokerage Group
Revenues increased $1,386 million to $4,667 million and Operating EBITDA dueincreased $91 million to $116 million for the related expensenine months ended September 30, 2021 compared with the same period in 2020.
The revenue increase of $23 million)$1,386 million was primarily driven by a 45% increase in homesale transaction volume at Realogy Brokerage Group which consisted of a 22% increase in average homesale price and a $21 million19% increase in refinanceexisting homesale transactions. Realogy Brokerage Group's revenue due to an increase in activity inresults during the refinance market driven by the favorable interest rate environment. In addition, there was a $13 million increase in resale revenue attributable to increased purchase unit activity due tonine months ended September 30, 2021 benefited from continued strengthstrong demand and higher prices in the residential real estate market, which we attribute to certain beneficial consumer trends supported by other factors, including a favorable mortgage rate environment and low inventory contributing to higher average homesale price.
Operating EBITDA increased $91 million primarily due to a $1,386 million increase in revenues discussed above, partially offset by:
•a $1,147 million increase in commission expenses paid to independent sales agents from $2,420 million for the nine months ended September 30, 2020 to $3,567 million for the nine months ended September 30, 2021. Commission expense increased primarily as a result of the impact of higher homesale transaction volume as discussed above, as well as higher agent commission costs primarily driven by a shift in mix to more productive, higher compensated agents, the impact of recruiting and retention efforts, as well as business and geographic mix;
•an $83 million increase in royalties paid to Realogy Franchise Group from $213 million for the nine months ended September 30, 2020 to $296 million in the same period of 2021 associated with the homesale transaction volume increase as described above;
•a $49 million increase in employee-related, occupancy and other operating costs, largely the result of the absence of the benefit of the temporary cost savings measures that were taken in the second and third quarters of 2020 in response to the COVID-19 crisis and due to higher employee incentive accruals; and
•a $16 million increase in marketing expense primarily due to higher advertising costs as compared to the second and third quarters of 2020, when such expenses were reduced due to the COVID-19 crisis.
Realogy Title Group
Revenues increased $196 million to $706 million and Operating EBITDA increased $2 million to $170 million for the nine months ended September 30, 2021 compared with the same period in 2020.
Revenues increased $196 million primarily as a result of a $93 million increase in resale revenue due to increased purchase unit activity and increased homesale prices that benefited from continued strong demand in the residential real estate market, which we attribute to certain beneficial consumer trends supported by other factors, including a favorable mortgage rate environment and low inventory contributing to higher average homesale price. In addition, there was a $90 million increase in underwriter revenue (including a $82 million increase in underwriter revenue with unaffiliated agents, which had a $14 million net positive impact on Operating EBITDA due to the related expense increase of $68 million), an $8 million increase in refinance revenue due to an increase in activity in the refinance market in the first quarter of 2021 driven by the favorable interest rate environment and a $5 million increase in other revenue. Equity earnings or losses related to our minority interest in Guaranteed Rate Affinity are included in the financial results of Realogy Title Group, but are not reported as revenue to Realogy Title Group.
Operating EBITDA increased $49$2 million primarily as a result of the $64$196 million increase in revenues discussed above a $22 million increase in equity in earnings mostly related to Guaranteed Rate Affinity as a result of the low mortgage rate environment and higher loan officer count driving an increase in refinancing transactions and improved margins in the venture and $6 million unrealized gain on an investment. These increases were partially offset by a $23$88 million increase in employee and other operating costs largely the result of the absence of the benefit of the temporary cost savings measures that were taken in the second and third quarters of 2020 in response to the COVID-19 crisis and due to higher variable costs as a result of higher volume and higher employee incentive accruals, and a $68 million increase in variable operating costs related to the increase in underwriter revenue with unaffiliated agents discussed above where the revenue and expense are recorded on a gross basisbasis. In addition, equity in earnings decreased $44 million from $98 million for the nine months ended September 30, 2020 to $54 million for the nine months ended September 30, 2021 primarily related to Guaranteed Rate Affinity, mostly driven by the impact of mark-to-market adjustments on the mortgage loan pipeline, as well as gain-on-sale margin compression and a $20 million increasedecline in employee and other operating costs due to higher variable costs as a resultrefinance volumes, partially offset by strong purchase volume growth.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Financial Condition
| | | March 31, 2021 | | December 31, 2020 | | Change | | September 30, 2021 | | December 31, 2020 | | Change |
| Total assets | Total assets | $ | 6,894 | | | $ | 6,934 | | | $ | (40) | | Total assets | $ | 7,193 | | | $ | 6,934 | | | $ | 259 | |
| Total liabilities | Total liabilities | 5,097 | | | 5,167 | | | (70) | | Total liabilities | 5,065 | | | 5,167 | | | (102) | |
| Total equity | Total equity | 1,797 | | | 1,767 | | | 30 | | Total equity | 2,128 | | | 1,767 | | | 361 | |
For the threenine months ended March 31,September 30, 2021, total assets decreased $40increased $259 million primarily due to:
•a $116$181 million decreaseincrease in cash and cash equivalents;equivalents due to cash flows from operations, partially offset by debt repayments;
•a $22$109 million increase in other current and non-current assets; and
•a $58 million increase in trade and relocation receivables primarily due to seasonal increases in volume,
partially offset by:
•a $68 million net decrease in franchise agreements and other amortizable intangible assets primarily due to amortization;
•a $15 million decrease in property and equipment; and
•an $11 million decrease in goodwill primarily due to the sale of a business at Realogy Brokerage Group in the second quarter of 2021.
Total liabilities decreased $102 million primarily due to:
•a $260 million net decrease in corporate debt primarily related to repayment of debt partially offset by the issuance of the Exchangeable Senior Notes; and
•a $9$15 million decrease in property and equipment,operating lease liabilities,
partially offset by:
•a $89$77 million increase in other current and non-current assets;deferred tax liabilities;
•a $10$61 million net increase in operating lease assets; and
•a $7 million increase in trade and relocation receivables primarily due to seasonal increases in volume.
Total liabilities decreased $70 million primarily due to:
•a $77 million decrease in accrued expenses and other current liabilities primarily due to the payment of employee-related liabilitiesan increase in the first quarter of 2021 which were fully accrued as of December 31, 2020,interest due to timing, partially offset by accrued interest;
•a $25 million decreasedecline in accounts payable;advances from clients; and
•a $6 million decrease in securitization obligations,
partially offset by:
•a $16$40 million increase in other non-current liabilities;
•a $16 million increase in deferred tax liabilities; and
•a $6 million increase in operating lease liabilities.securitization obligations.
Total equity increased $30$361 million for the nine months ended September 30, 2021 primarily due to net income of $33$296 million for the three months ended March 31, 2021 partially offset byand a $2$63 million decreaseincrease in additional paid in capital primarily related to the Company's stock-based compensation activity forissuance of the three months ended March 31,Exchangeable Senior Notes in the second quarter of 2021.
Liquidity and Capital Resources
We have historically satisfied our liquidity needs with cashCash flows from operations, andsupplemented by funds available under our Revolving Credit Facility and securitization facilities.facilities are our primary sources of liquidity. We did not borrow from our Revolving Credit Facility during the nine months ended September 30, 2021. Our primary uses of liquidity needs have been toare debt service our debt and finance ourcombined with working capital and business investment via capital expenditures. We currently expect to prioritize investingusing our cash flows from operations in 2021 for business investment and debt reduction.
While we are focused on reducing our business and reducing indebtedness.
We areindebtedness, we continue to be significantly encumbered by our debt obligations. As of March 31,September 30, 2021, our total debt, excluding our securitization obligations, was $3,231$3,044 million compared to $3,239 million as of December 31, 2020. Our liquidity position has been and is expected to continue to be negatively impacted by the interest expense on our debt obligations, which could be intensified by a significant increase in LIBOR (or any replacement rate) or ABR.
In September 2021, the Company used cash on hand to repay approximately $197 million in principal amount of outstanding borrowings under the Term Loan A Facility (representing all of the remaining Non-Extended Term Loan A) and approximately $238 million in principal amount of outstanding borrowings under the Term Loan B Facility (representing all of the remaining Term Loan B). In June 2021, the Company issued $403 million principal amount of 0.25% Exchangeable Senior Notes due 2026. In April 2021, the Company used cash on hand to pay down $150 million of outstanding borrowings under the Term Loan B Facility. In January and February 2021, Realogy Group entered into refinancing
transactions, including the issuance in the aggregate of $900 million of 5.75% Senior Notes due 2029 (the proceeds of which were used to pay down $250 million of the Term Loan A Facility and $655 million of the Term Loan B Facility) and the amendment of the Senior Secured Credit Agreement and Term Loan A Agreement (the "2021 Amendments"). The 2021 Amendments provide for the extension of the maturity of a portion of the remaining balance of the Term Loan A facility from 2023 to 2025 and the extension of the maturity of a portion of the Revolving Credit Facility from 2023 to 2025, in each case subject to certain earlier springing maturity dates. The 2021 Amendments also reduce the maximum permitted senior secured leverage ratio (the financial covenant under such agreements) under the Senior Secured Credit and Term Loan A Agreements to below the levels that had been permitted under the amendments to the Senior Secured Credit Agreement and Term Loan A Agreement entered into by the Company in July 2020 (the "2020 Amendments"). As was the case under the 2020 Amendments, the revised senior secured leverage ratio will remain in place through the second quarter of 2022, unless earlier terminated by us, and on and after the second quarter of 2022, the senior secured leverage ratio will return to 4.75 to 1.00 (which was the applicable level prior to the effectiveness of the 2020 and 2021 Amendments). See Note 4, "Short and Long-Term Debt", to the Condensed Consolidated Financial Statements for additional information.On April 28, 2021, the Company used cash on hand to pay down $150 million of the Term Loan B Facility, reducing the principal amount of that Facility to $240 million.
At March 31,September 30, 2021, we were in compliance with the financial covenant in each of the Senior Secured Credit Agreement and the Term Loan A Agreement with a senior secured leverage ratio of 0.64 to 1.00 (as compared to the maximum ratio of 5.25 to 1.00 permitted under the 2021 Amendments for such period) with secured debt (net of readily available cash) of $597 million and trailing four quarters EBITDA calculated on a Pro Forma Basis (as those terms are defined in the Senior Secured Credit Agreement) of $935 million.Agreement. We believe that we will continue to be in compliance with the senior secured leverage ratio and meet our cash flow needs during the next twelve months. For additional information, see below under the header "Financial Obligations—Covenants under the Senior Secured Credit Facility, Term Loan A Facility and Indentures".
We will continue to evaluate potential refinancing and financing transactions, subject to the restrictions during the covenant period described in the 2020 Amendments, including refinancing certain tranches of our indebtedness and extending maturities, among other potential alternatives. There can be no assurance as to which, if any, of these alternatives we may pursue as the choice of any alternative will depend upon numerous factors such as market conditions, our financial performance and the limitations applicable to such transactions under our existing financing agreements and the consents we may need to obtain under the relevant documents. Financing may not be available to us on commercially reasonable terms, on terms that are acceptable to us, or at all. Any future indebtedness may impose various additional restrictions and covenants on us which could limit our ability to respond to market conditions, to make capital investments or to take advantage of business opportunities.
Historically, operating results and revenues for all of our businesses have been strongest in the second and third quarters of the calendar year, although the strong recovery in the second half of 2020 resulted in higher than historic operating results and revenues in the fourth quarter of 2020 and first quarter of 2021. A significant portion of the expenses we incur in our real estate brokerage operations are related to marketing activities and commissions and therefore, are variable. However, many of our other expenses, such as interest payments, facilities costs and certain personnel-related costs, are fixed and cannot be reduced during the seasonal fluctuations in the business. Consequently, our need to borrow under the Revolving Credit Facility and corresponding debt balances are generally at their highest levels at or around the end of the first quarter of every year.
We may from time to time seek to repurchase our outstanding Unsecured Notes, 7.625% Senior Secured Second Lien Notes, orExchangeable Senior Notes, term loans or common stock through, as applicable, tender offers, open market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.
In addition, we are required to pay quarterly amortization payments for the Extended Term Loan A and Term Loan B Facility.A. Remaining payments for 2021 total $4 million and $8 million for the Extended Term Loan A and Term Loan B Facility, respectively,for 2021 total $1 million and we expect payments for 2022 to total $10 million and $11 million for the Extended Term Loan A and Term Loan B Facility, respectively.
We have historically utilized net operating losses to offset the majority of our federal and state income tax payments. Based upon current financial projections, we expect that we will utilize the majority of our remaining net operating losses during 2022.2021.
If the recovery of the residential real estate market were to materially slow or reverse itself, if the economy as a whole does not improve or if the broader real estate industry (including REITs, commercial and rental markets) were to experience a significant downturn, our business, financial condition and liquidity may be materially adversely affected, including our ability to access capital, grow our business and return capital to stockholders.
Cash Flows
At March 31,September 30, 2021, we had $409$706 million of cash, cash equivalents and restricted cash, a decreasean increase of $114$183 million compared to the balance of $523 million at December 31, 2020. The following table summarizes our cash flows for the threenine months ended March 31,September 30, 2021 and 2020:
| | | | Three Months Ended March 31, | | Nine Months Ended September 30, |
| | | 2021 | | 2020 | | Change | | 2021 | | 2020 | | Change |
| Cash provided by (used in): | Cash provided by (used in): | | | | | | Cash provided by (used in): | | | | | |
| Operating activities | Operating activities | $ | (37) | | | $ | (82) | | | $ | 45 | | Operating activities | $ | 489 | | | $ | 418 | | | $ | 71 | |
| Investing activities | Investing activities | (32) | | | (39) | | | 7 | | Investing activities | (68) | | | (84) | | | 16 | |
| Financing activities | Financing activities | (45) | | | 500 | | | (545) | | Financing activities | (238) | | | (203) | | | (35) | |
| Effects of change in exchange rates on cash, cash equivalents and restricted cash | Effects of change in exchange rates on cash, cash equivalents and restricted cash | — | | | (1) | | | 1 | | Effects of change in exchange rates on cash, cash equivalents and restricted cash | — | | | — | | | — | |
| Net change in cash, cash equivalents and restricted cash | Net change in cash, cash equivalents and restricted cash | $ | (114) | | | $ | 378 | | | $ | (492) | | Net change in cash, cash equivalents and restricted cash | $ | 183 | | | $ | 131 | | | $ | 52 | |
For the threenine months ended March 31,September 30, 2021, $45$71 million lessmore cash was used inprovided by operating activities compared to the same period in 2020 principally due to:
•$108to $259 million more cash provided by operating results;
•$30 million more cash from dividends received primarily from Guaranteed Rate Affinity; and
•$12 million less cash used for other assets,
results, partially offset by:
•$94105 million more cash used for accounts payable, accrued expenses and other liabilities;
•$637 million less cash provided by the net change in relocation and trade receivables;
•$27 million more cash used for other assets primarily due to other receivables and agent incentives;
•$10 million less cash from dividends received primarily from Guaranteed Rate Affinity; and
•$59 million more cash used for other operating activities.
For the threenine months ended March 31,September 30, 2021, we used $7$16 million less cash for investing activities compared to the same period in 2020 primarily due to:
•$615 million lessof cash used for property and equipment additions;proceeds from the sale of business; and
•$48 million less cash used for other investing activities,
partially offset by $5 million more cash used for investments in unconsolidated entities.
For the threenine months ended March 31,September 30, 2021, $45$238 million of cash was used in financing activities compared to $500$203 million of cash provided byused during the same period in 2020. For the threenine months ended March 31,September 30, 2021, $45$238 million of cash was used in financing activities as follows:
•$19234 million of cash paid as a result of the pay downs of outstanding borrowings under the Term Loan B Facility and Non-extended Term Loan A, in the second and third quarters of 2021, partially offset by the issuance of the Exchangeable Senior Notes, which included payments for purchase of an exchangeable note hedge and proceeds from the issuance of warrants in the second quarter of 2021;
•$27 million of other financing payments primarily related to finance leases and contracts;
•$9 million of tax payments related to net share settlement for stock-based compensation; and
•$8 million of quarterly amortization payments on the term loan facilities,
partially offset by $40 million net increase in securitization borrowings.
For the nine months ended September 30, 2020, $203 million of cash was used in financing activities as follows:
•$62 million net decrease in securitization borrowings;
•$50 million repayment of borrowings under the Revolving Credit Facility;
•$34 million of other financing payments primarily related to finance leases;
•$31 million of quarterly amortization payments on the term loan facilities;
•$21 million of cash paid as a result of the refinancing transactions in the firstsecond quarter of 2021;
•$8 million of tax payments related to net share settlement for stock-based compensation;
•$8 million of other financing payments primarily related to finance leases;
•$7 million net decrease in securitization borrowings;2020; and
•$3 million of quarterly amortization payments on the term loan facilities.
For the three months ended March 31, 2020, $500 million of cash was provided by financing activities related to $565 million of additional borrowings under the Revolving Credit Facility partially offset by:
•$43 million net decrease in securitization borrowings;
•$11 million of other financing payments primarily related to finance leases;
•$7 million of quarterly amortization payments on the term loan facilities; and
•$45 million of tax payments related to net share settlement for stock-based compensation.
Financial Obligations
See Note 4, "Short and Long-Term Debt", to the Condensed Consolidated Financial Statements, for information on the Company's indebtedness as of March 31,September 30, 2021.
LIBOR Transition
LIBOR is the subject of recent national, international and other regulatory guidance and proposals for reform. As a result of concerns about the accuracy of the calculation of LIBOR, a number of British Bankers’ Association member banks entered into settlements with certain regulators and law enforcement agencies with respect to the alleged manipulation of LIBOR, and LIBOR and other "benchmark" rates are subject to ongoing national and international regulatory scrutiny and reform. The cessation date for submission and publication of rates for certain tenors of LIBOR has since been extended by the ICE Benchmark Administration until mid-2023. In response to concerns regarding the future of LIBOR, the United States Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing LIBOR with a new index calculated by short-term repurchase agreements, backed by U.S. Treasury securities: the Secured Overnight Financing Rate, or "SOFR." We are unable to predict whether SOFR will attain market traction as a LIBOR replacement or the impact of other reforms, whether currently enacted or enacted in the future. Any new benchmark rate, including SOFR, will likely not replicate LIBOR exactly and if future rates based upon a successor rate are higher than LIBOR rates as currently determined, it could result in an increase in the cost of our variable rate indebtedness and may have a material adverse effect on our financial condition and results of operations.
Our primary interest rate exposure is interest rate fluctuations, specifically with respect to LIBOR, due to its impact on our variable rate borrowings under the Senior Secured Credit Facility (for our Revolving Credit Facility and Term Loan B Facility) and the Term Loan A Facility. As of March 31,September 30, 2021, we had interest rate swaps based on LIBOR with a notional value of $1,000 million to manage a portion of our exposure to changes in interest rates associated with our variable rate borrowings.
Covenants under the Senior Secured Credit Facility, Term Loan A Facility and Indentures
The Senior Secured Credit Agreement, Term Loan A Agreement, and the indentures governing the Unsecured Notes and 7.625% Senior Secured Second Lien Notes contain various covenants that limit (subject to certain exceptions) Realogy Group’s ability to, among other things:
•incur or guarantee additional debt or issue disqualified stock or preferred stock;
•pay dividends or make distributions to Realogy Group’s stockholders, including Realogy Holdings;
•repurchase or redeem capital stock;
•make loans, investments or acquisitions;
•incur restrictions on the ability of certain of Realogy Group's subsidiaries to pay dividends or to make other payments to Realogy Group;
•enter into transactions with affiliates;
•create liens;
•merge or consolidate with other companies or transfer all or substantially all of Realogy Group's and its material subsidiaries' assets;
•transfer or sell assets, including capital stock of subsidiaries; and
•prepay, redeem or repurchase subordinated indebtedness.
Pursuant to the 2020 Amendments to the Senior Secured Credit Agreement and Term Loan A Agreement, certain of these restrictions were tightened, including reducing (or eliminating) the amount available for certain types of additional indebtedness, liens, restricted payments (including dividends and stock repurchases), investments (including acquisitions and joint ventures), and voluntary junior debt repayments.
As a result of the covenants to which we remain subject, we are limited in the manner in which we conduct our business and we may be unable to engage in favorable business activities or finance future operations or capital needs. In addition, the Senior Secured Credit Agreement and Term Loan A Agreement require us to maintain a senior secured leverage ratio.
Senior Secured Leverage Ratio applicable to our Senior Secured Credit Facility and Term Loan A Facility
The senior secured leverage ratio is tested quarterly. Prior to the 2020 Amendments, the senior secured leverage ratio couldquarterly and may not exceed 4.75 to 1.00. Pursuant to the 2021 Amendments, the senior secured leverage ratio financial covenant contained in each of the Senior Secured Credit Agreement and Term Loan A Agreement has been amended to require that Realogy Group maintain a senior secured leverage ratio not to exceed 5.25 to 1.00 commencing with the fourth quarter of 2020 through and including the second quarter of 2021 and thereafter will step down to 5.00 to 1.00 through and including the first quarter of 2022, and will return to 4.75 to 1.00 on and after the second quarter of 2022. As was the case under the 2020 Amendments, we also may elect to end the covenant period under the 2021 Amendments at any time, provided the senior secured leverage ratio does not exceed 4.75 to 1.00 as of the most recently ended quarter for which financial statements have been delivered. In such event, the senior secured leverage ratio will reset to the pre-amendment level of 4.75 to 1.00 thereafter.
The senior secured leverage ratio is measured by dividing Realogy 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 the 7.625% 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 adjustments to EBITDA for restructuring, retention and disposition costs, former parent legacy cost (benefit) items, net, loss (gain) on the early extinguishment of debt, 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 March 31,September 30, 2021.
A reconciliation of net (loss) income attributable to Realogy 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 March 31,September 30, 2021 is set forth in the following table:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Less | | Equals | | Plus | | Equals |
| Year Ended | | Three Months Ended | | Nine Months Ended | | Three Months Ended | | Twelve Months
Ended |
| December 31,
2020 | | March 31,
2020 | | December 31,
2020 | | March 31,
2021 | | March 31,
2021 |
| Net (loss) income attributable to Realogy Group (a) | $ | (360) | | | $ | (462) | | | $ | 102 | | | $ | 33 | | | $ | 135 | |
| Income tax (benefit) expense | (104) | | | (141) | | | 37 | | | 17 | | | 54 | |
| (Loss) income before income taxes | (464) | | | (603) | | | 139 | | | 50 | | | 189 | |
| Depreciation and amortization | 186 | | | 45 | | | 141 | | | 51 | | | 192 | |
| Interest expense, net | 246 | | | 101 | | | 145 | | | 38 | | | 183 | |
| Restructuring costs, net | 67 | | | 12 | | | 55 | | | 5 | | | 60 | |
| Impairments | 682 | | | 477 | | | 205 | | | 1 | | | 206 | |
| Former parent legacy cost, net | 1 | | | — | | | 1 | | | — | | | 1 | |
| Loss on the early extinguishment of debt | 8 | | | — | | | 8 | | | 17 | | | 25 | |
| Operating EBITDA (b) | 726 | | | 32 | | | 694 | | | 162 | | | 856 | |
| Bank covenant adjustments: | | |
| Pro forma effect of business optimization initiatives (c) | | 46 | |
| Non-cash charges (d) | | 24 | |
| Pro forma effect of acquisitions and new franchisees (e) | | 6 | |
| Incremental securitization interest costs (f) | | 3 | |
| EBITDA as defined by the Senior Secured Credit Agreement | | $ | 935 | |
| Total senior secured net debt (g) | | $ | 597 | |
| Senior secured leverage ratio | | 0.64 | x |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Less | | Equals | | Plus | | Equals |
| Year Ended | | Nine Months Ended | | Three Months Ended | | Nine Months Ended | | Twelve Months
Ended |
| December 31,
2020 | | September 30,
2020 | | December 31,
2020 | | September 30,
2021 | | September 30,
2021 |
| Net (loss) income attributable to Realogy Group (a) | $ | (360) | | | $ | (378) | | | $ | 18 | | | $ | 296 | | | $ | 314 | |
| Income tax (benefit) expense | (104) | | | (110) | | | 6 | | | 125 | | | 131 | |
| (Loss) income before income taxes | (464) | | | (488) | | | 24 | | | 421 | | | 445 | |
| Depreciation and amortization | 186 | | | 134 | | | 52 | | | 152 | | | 204 | |
| Interest expense, net | 246 | | | 208 | | | 38 | | | 147 | | | 185 | |
| Restructuring costs, net | 67 | | | 47 | | | 20 | | | 14 | | | 34 | |
| Impairments | 682 | | | 610 | | | 72 | | | 3 | | | 75 | |
| Former parent legacy cost, net | 1 | | | 1 | | | — | | | 1 | | | 1 | |
| Loss on the early extinguishment of debt | 8 | | | 8 | | | — | | | 21 | | | 21 | |
| Gain on the sale of business, net | — | | | — | | | — | | | (14) | | | (14) | |
| Operating EBITDA (b) | 726 | | | 520 | | | 206 | | | 745 | | | 951 | |
| Bank covenant adjustments: | | |
| Pro forma effect of business optimization initiatives (c) | | 28 | |
| Non-cash charges (d) | | 26 | |
| Pro forma effect of acquisitions and new franchisees (e) | | 5 | |
| Incremental securitization interest costs (f) | | 3 | |
| EBITDA as defined by the Senior Secured Credit Agreement | | $ | 1,013 | |
| Total senior secured net debt (g) | | $ | (272) | |
| Senior secured leverage ratio | | (0.27) | x |
_______________
(a)Net (loss) income attributable to Realogy consists of: (i) loss of $14 million for the second quarter of 2020, (ii) income of $98 million for the third quarter of 2020, (iii) income of $18 million for the fourth quarter of 2020, and (iv)(ii) income of $33 million for the first quarter of 2021, (iii) income of $149 million for the second quarter of 2021 and (iv) income of $114 million for the third quarter of 2021.
(b)Operating EBITDA consists of: (i) $175 million for the second quarter of 2020, (ii) $313 million for the third quarter of 2020, (iii) $206 million for the fourth quarter of 2020, and (iv)(ii) $162 million for the first quarter of 2021, (iii) $310 million for the second quarter of 2021 and (iv) $273 million for the third quarter of 2021.
(c)Represents the four-quarter pro forma effect of business optimization initiatives.
(d)Represents the elimination of non-cash expensesexpenses including $39$41 million of stock-based compensation expense less $8$7 million of other items, $5$4 million of foreign exchange benefits and $2$4 million for the change in the allowance for doubtful accounts and notes reserves for the four-quarter period ended March 31,September 30, 2021.
(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 AprilOctober 1, 2020. 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 AprilOctober 1, 2020.
(f)Incremental borrowing costs incurred as a result of the securitization facilities refinancing for the twelve months ended March 31,September 30, 2021.
(g)Represents total borrowings under the Senior Secured Credit Facility (including the Revolving Credit Facility and Term Loan B Facility) and Term Loan A Facility and borrowings secured by a first priority lien on our assets of $824$234 million plus $28$26 million of finance lease obligations less $255$532 million of readily available cash as of March 31,September 30, 2021. Pursuant to the terms of our senior secured credit facilities,
total senior secured net debt does not include our securitization obligations, 7.625% Senior Secured Second Lien Notes or unsecured indebtedness, including the Unsecured Notes and Exchangeable Senior Notes.
Consolidated Leverage Ratio applicable to our 9.375% Senior Notes and 7.625% Senior Secured Second Lien Notes
The consolidated leverage ratio is measured by dividing Realogy Group's total net debt by the trailing four quarter EBITDA. EBITDA, as defined in the indentures governing the 9.375% Senior Notes and 7.625% Senior Secured Second Lien Notes, is substantially similar to EBITDA calculated on a Pro Forma Basis for the period presented, as those terms are defined in the Senior Secured Credit Agreement. Net debt under the indentures is Realogy Group's total indebtedness (excluding securitizations) less (i) its cash and cash equivalents in excess of restricted cash and (ii) a $200 million seasonality adjustment permitted when measuring the ratio on a date during the period of March 1 to May 31.
The consolidated leverage ratio under the indentures governing the 9.375% Senior Notes and 7.625% Senior Secured Second Lien Notes for the four-quarter period ended March 31,September 30, 2021 is set forth in the following table:
| | | | | | | | |
| | As of March 31,September 30, 2021 |
| Non-extended Revolving Credit Commitment | | $ | — | |
| Extended Revolving Credit Commitment | | — | |
Non-extended Term Loan A | | 197 | |
| Extended Term Loan A | | 237 | |
Term Loan B | | 390234 | |
| 7.625% Senior Secured Second Lien Notes | | 550 | |
| 4.875% Senior Notes | | 407 | |
| 9.375% Senior Notes | | 550 | |
| 5.75% Senior Notes | | 900 | |
| 0.25% Exchangeable Senior Notes | | 403 | |
| Finance lease obligations | | 2826 | |
| Corporate Debt (excluding securitizations) | | 3,2593,070 | |
| Less: Cash and cash equivalents | | 404 | |
Net Corporate Debt (excluding securitizations) | | 2,855 | |
Less: Seasonality adjustment (a) | | 200701 | |
| Net debt under the indentures governing the 9.375% Senior Notes and 7.625% Senior Secured Second Lien Notes | | $ | 2,6552,369 | |
| | |
EBITDA as defined under the indentures governing the 9.375% Senior Notes and 7.625% Senior Secured Second Lien Notes (b)(a) | | $ | 9351,013 | |
| | |
| Consolidated leverage ratio under the indentures governing the 9.375% Senior Notes and 7.625% Senior Secured Second Lien Notes | | 2.82.3 | x |
_______________
(a)The indentures governing the 9.375% Senior Notes and 7.625% Senior Secured Second Lien Notes provide for a $200 million seasonality adjustment permitted when measuring the ratio on a date during the period of March 1 to May 31. Without this seasonality adjustment, the ratio would have been 3.1x for the quarter ended March 31, 2021.
(b)As set forth in the immediately preceding table, for the four-quarter period ended March 31,September 30, 2021, EBITDA, as defined under the indentures governing the 9.375% Senior Notes and 7.625% Senior Secured Second Lien Notes, was the same as EBITDA calculated on a Pro Forma Basis, as those terms are defined in the Senior Secured Credit Agreement.
At March 31,September 30, 2021 the amount of the Company's cumulative credit under the 9.375% Senior Notes and 7.625% Senior Secured Second Lien Notes was approximately $471$676 million. At March 31,September 30, 2021, the cumulative credit basket available for restricted payments was approximately $450$634 million under the indenture governing the 9.375% Senior Notes and approximately $471$655 million under the indenture governing 7.625% Senior Secured Second Lien Notes.
See Note 4, "Short and Long-Term Debt—Senior Secured Credit Facility and Term Loan A Facility" and "—Unsecured Notes" and "—Senior Secured Second Lien Notes", to the Condensed Consolidated Financial Statements for additional information.
Non-GAAP Financial Measures
The SEC has adopted rules to regulate the use in filings with the SEC and in public disclosures of "non-GAAP financial measures," such as Operating EBITDA. These measures are derived on the basis of methodologies other than in accordance with GAAP.
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:
•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.
Contractual Obligations
TheOther than the issuance of $403 million of Exchangeable Senior Notes in June 2021, as well as the pay downs of approximately $197 million in principal amount of outstanding borrowings under the Term Loan A Facility (representing all of the remaining Non-Extended Term Loan A) and approximately $238 million in principal amount of outstanding borrowings under the Term Loan B Facility (representing all of the remaining Term Loan B), the Company's future contractual obligations as of March 31,September 30, 2021 have not changed materially from the amounts reported on the "Contractual Obligations Update" table in our 2020 Form 10-K, which included the Company's debt transactions on a pro forma basis that occurred during the first quarter of 2021, as described in Note 4, "Short and Long-Term Debt", to the Condensed Consolidated Financial Statements.
Critical Accounting Policies
In presenting our financial statements in conformity with generally accepted accounting principles, we are required to make estimates and assumptions that affect the amounts reported therein. Several of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. However, events that are outside of our control cannot be predicted and, as such, they cannot be contemplated in evaluating such estimates and assumptions. If there is a significant unfavorable change to current conditions, it could result in a material adverse impact to our combined results of operations, financial position and liquidity. We believe that the estimates and assumptions we used when preparing our financial statements were the most appropriate at that time.
These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2020, which includes a description of our critical accounting policies that involve subjective and complex judgments that could potentially affect reported results.
Impairment of goodwill and other indefinite-lived intangible assets
Goodwill represents the excess of acquisition costs over the fair value of the net tangible assets and identifiable intangible assets acquired in a business combination. Other indefinite-lived intangible assets primarily consist of trademarks acquired in business combinations. Goodwill and other indefinite-lived assets are not amortized, but are subject to impairment testing. The aggregate carrying values of our goodwill and other indefinite-lived intangible assets were $2,909$2,899 million and $705$710 million, respectively, at March 31,September 30, 2021 and are subject to an impairment assessment annually as of October 1, or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. This assessment compares carrying values of the goodwill reporting units and other indefinite lived intangible assets to their respective fair values and, when appropriate, the carrying value is reduced to fair value.
In testing goodwill, the fair value of each reporting unit is estimated using the income approach, a discounted cash flow approach. For the other indefinite lived intangible assets, fair value is estimated using the relief from royalty method. Management utilizes long-term cash flow forecasts and the Company's annual operating plans adjusted for terminal value assumptions. The fair value of the Company's reporting units and other indefinite lived intangible assets are determined utilizing the best estimate of future revenues, operating expenses, including commission expense, market and general economic conditions, trends in the industry, as well as assumptions that management believes marketplace participants would utilize including discount rates, cost of capital, trademark royalty rates, and long-term growth rates. The trademark royalty rate was determined by reviewing similar trademark agreements with third parties. Although management believes that assumptions are reasonable, actual results may vary significantly. These impairment assessments involve the use of accounting estimates and assumptions, changes in which could materially impact our financial condition or operating performance if actual results differ from such estimates and assumptions. To address this uncertainty, a sensitivity analysis is performed on key estimates and assumptions.
Significant negative industry or economic trends, disruptions to our business, unexpected significant changes or planned changes in use of the assets, a decrease in our business results, growth rates that fall below our assumptions, divestitures, and a sustained decline in our stock price and market capitalization may have a negative effect on the fair values and key valuation assumptions. Such changes could result in changes to our estimates of our fair value and a material impairment of goodwill or other indefinite-lived intangible assets. Management considered these factors and does not believe that it was more likely than not that the fair value of a reporting unit is less than its carrying amount.
Recently Issued Accounting Pronouncements
The SEC issued a final rule on Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information adopting amendments to modernize, simplify, and enhance certain financial disclosure requirements in Regulation S-K. In summary, the amendments eliminate the requirement to provide selected financial data in Item 301, replace the requirement for tabular supplementary financial information in Item 302 with a principles-based disclosure
requirement regarding material retrospective changes and make amendments to Management’s Discussion and Analysis (MD&A) in Item 303 intended to eliminate duplicative disclosures and modernize and enhance MD&A disclosures for the benefit of investors, while simplifying compliance efforts for registrants. The amendments became effective on February 10, 2021 and companies are required to comply with the amendments beginning with the first fiscal year that ends on or after the date that is 210 days after publication in the Federal Register (which was on January 11, 2021). Therefore, the Company will not be required to comply with the amended rules until its 2021 Annual Report on Form 10-K. The rules may be applied early on an Item by Item basis as long as all of the amendments within an Item comply.
See Note 1, "Basis of Presentation", to the Condensed Consolidated Financial Statements for a discussion of recently issued FASB accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures about Market Risks.
We are exposed to market risk from changes in interest rates primarily through our senior secured debt. At March 31,September 30, 2021, our primary interest rate exposure was to interest rate fluctuations, specifically LIBOR, due to its impact on our variable rate borrowings of our Revolving Credit Facility and Term Loan B Facility under the Senior Secured Credit Facility and the Term Loan A Facility. Given that our borrowings under the Senior Secured Credit Facility and Term Loan A Facility are generally based upon LIBOR, this rate (or any replacement rate) will be the Company's primary market risk exposure for the foreseeable future. We do not have significant exposure to foreign currency risk nor do we expect to have significant exposure to foreign currency risk in the foreseeable future.
We assess our market risk based on changes in interest rates utilizing a sensitivity analysis. The sensitivity analysis measures the potential impact on earnings, fair values and cash flows based on a hypothetical change (increase and decrease) in interest rates. We exclude the fair values of relocation receivables and advances and securitization borrowings from our sensitivity analysis because we believe the interest rate risk on these assets and liabilities is mitigated as the rate we earn on relocation receivables and advances and the rate we incur on our securitization borrowings are based on similar variable indices.
At March 31,September 30, 2021, we had variable interest rate long-term debt outstanding under our Senior Secured Credit Facility and Term Loan A Facility of $824$234 million, which excludes $100$146 million of securitization obligations. The weighted average interest rate on the outstanding amounts under our Senior Secured Credit Facility and Term Loan A Facility at March 31,September 30, 2021 was 2.40%. The interest rate with respect to the Term Loan B Facility is based on adjusted LIBOR plus 2.25% (with a LIBOR floor of 0.75%)1.83%. The interest rates with respect to the Revolving Credit Facility and term loans under the Term Loan A Facility are based on adjusted LIBOR plus an additional margin subject to adjustment based on the current senior secured leverage ratio. Based on the March 31,September 30, 2021 senior secured leverage ratio, the LIBOR margin was 1.75%. At March 31,September 30, 2021, the one-month LIBOR rate was 0.11%0.08%; therefore, we have estimated that a 0.25% increase in LIBOR would have aan approximately $1 million impact on our annual interest expense.
As of March 31,September 30, 2021, we had interest rate swaps with a notional value of $1,000 million to manage a portion of our exposure to changes in interest rates associated with our $824$234 million of variable rate borrowings. Our interest rate swaps were as follows:
| | | | | | | | | | | | | | | | | |
| Notional Value (in millions) | | Commencement Date | | Expiration Date | |
| $450 | | November 2017 | | November 2022 | |
| $400 | | August 2020 | | August 2025 | |
| $150 | | November 2022 | | November 2027 | |
The swaps help protect our outstanding variable rate borrowings from future interest rate volatility. The fixed interest rates on the swaps range from 2.07% to 3.11%. The Company had a liability of $63$57 million for the fair value of the interest rate swaps at March 31,September 30, 2021. The fair value of these interest rate swaps is subject to movements in LIBOR and will fluctuate in future periods. We have estimated that a 0.25% increase in the LIBOR yield curve would increase the fair value of our interest rate swaps by $8$7 million and would decrease interest expense. While these results may be used as a benchmark, they should not be viewed as a forecast of future results.
Item 4. Controls and Procedures.
Controls and Procedures for Realogy Holdings Corp.
(a)Realogy Holdings Corp. ("Realogy Holdings") maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to its management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Realogy Holdings' management, including the Chief Executive Officer and the Chief Financial Officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
(b)As of the end of the period covered by this quarterly report on Form 10-Q, Realogy Holdings has carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that Realogy Holdings' disclosure controls and procedures are effective at the "reasonable assurance" level.
(c)There has not been any change in Realogy Holdings' internal control over financial reporting during the period covered by this quarterly report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
Controls and Procedures for Realogy Group LLC
(a)Realogy Group LLC ("Realogy Group") maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its filings under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to its management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Realogy Group's management, including the Chief Executive Officer and the Chief Financial Officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
(b)As of the end of the period covered by this quarterly report on Form 10-Q, Realogy Group has carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that Realogy Group's disclosure controls and procedures are effective at the "reasonable assurance" level.
(c)There has not been any change in Realogy Group's internal control over financial reporting during the period covered by this quarterly report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
Other Financial Information
The Condensed Consolidated Financial Statements as of March 31,September 30, 2021 and for the three-monththree and nine-month periods ended March 31,September 30, 2021 and 2020 have been reviewed by PricewaterhouseCoopers LLP, an independent registered public accounting firm. Their reports, dated May 5,November 3, 2021, are included on pages 4 and 5. The reports of PricewaterhouseCoopers LLP state that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 (the "Act") for their report on the unaudited financial information because that report is not a "report" or a "part" of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
See Note 8, "Commitments and Contingencies—Litigation", to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report for additional information on the Company's legal proceedings.
The Company believes that it has adequately accrued for legal matters as appropriate. The Company records litigation accruals for legal matters which are both probable and estimable.
Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable resolutions could occur and even cases brought by us can involve counterclaims asserted against us. In addition, litigation and other legal matters, including class action lawsuits and regulatory proceedings challenging practices that have broad impact can be costly to defend and, depending on the class size and claims, could be costly to settle. As such, the Company could incur judgments or enter into settlements of claims with liability that are materially in excess of amounts accrued and these settlements could have a material adverse effect on the Company’s financial condition, results of operations or cash flows in any particular period.
Litigation,Legal and Regulatory Environment. All of our businesses, as well as our mortgage origination joint venture and the businesses of our franchisees are highly regulated and subject to shifts in public policy, statutory interpretation and enforcement priorities of regulators and other government authorities as well as amendments to existing regulations and regulatory guidance. Likewise, litigation, investigations, claims and regulatory proceedings against other participants in the residential real estate industry or relocation industry – or against companies in other industries – may impact the Company and its affiliated franchisees when the rulings or settlements in those cases cover practices common to the broader industriesindustry or business community and which may generate litigation or investigations for the Company. In addition, through our subsidiaries, employees and/or affiliated agents, we are a participant in many multiple listing services ("MLSs"), a member-owner of certain MLSs, and a member of the National Association of Realtors ("NAR") and respective state realtor associations, all of which also are subject to litigation, regulatory or policy shifts, including with respect to NAR and MLS rules.
From time to time, certain industry practices have come under federal or state scrutiny or have been the subject of litigation. Examples may include, claims associatedbut are not limited to, various NAR and MLS rules, compliance with RESPA complianceor similar state statutes (including, but not limited to, those related to the broker-to-broker exception, marketing agreements or consumer rebates), sales agent classification and worker classification statutes, broker fiduciary duties, multiple listing service practices, sales agent classification, federal and state fair housing laws, consumer lending and debt collection laws, false or fraudulent claims laws, and state laws limiting or prohibiting inducements, cash rebates and gifts to consumers.
Heightened scrutiny can follow changes in administration and the industry is currently experiencing such increased interest by regulators and other government offices, both on a federal and state level. We cannot assure you that changes in legislation, regulations, interpretations or regulatory guidance, or enforcement priorities will not result in additional limitations or restrictions on our business or otherwise adversely affect us.
For example, in July 2021, the Department of Justice (“DOJ”) filed a notice of withdrawal of consent to its November 2020 proposed settlement with NAR to settle a civil lawsuit in which the DOJ alleged that NAR established and enforced illegal restraints on competition in the real estate industry. The DOJ also filed to voluntarily dismiss the civil lawsuit without prejudice in July 2021, stating in a concurrently filed press release that “[t]he department determined that the [November 2020] settlement will not adequately protect the department’s rights to investigate other conduct by NAR that could impact competition in the real estate market…” The DOJ further noted in its press release that it “is taking this action to permit a broader investigation of NAR’s rules and conduct to proceed without restriction.” Although we were not a party to or a participant in the DOJ’s civil lawsuit against, or settlement agreement with, NAR, and may not agree with certain of the allegations asserted, we do believe the settlement provisions generally were reasonable and would modernize the practices at issue. We intend over time to comply voluntarily with the substance of various commitments embodied in the settlement agreement to the extent such commitments are within our control, including enhancing consumer access to certain information concerning real estate agent commission arrangements wherever MLSs manage brokers’ listings and authorize display.
In addition, to the announcements by DOJ, there is activehave been recent statements and actions by the Federal Trade Commission (“FTC”) and the executive branch focused on increasing competition across industries. For example, an Executive Order issued by the White House in July 2021 identified areas of interest for further investigation—including real estate brokerage and listings. Also, in July 2021, the FTC rescinded its generally applicable 2015 antitrust policy statement,
noting in a press release that such statement “has constrained the agency’s use of its authority to stop anticompetitive business tactics under Section 5 of the FTC Act.” Additional action has been taken by the FTC, including a withdrawal of the 2020 Vertical Merger Guidelines in September 2020.
In 2018, the DOJ and FTC held a joint public workshop to explore competition issues in the residential real estate services industry at which a variety of issues, beyond those alleged in the DOJ's November 2020 civil lawsuit against NAR, were raised that could be determined to be anti-competitive in the future.
Further, in worker classification litigation involving real estate agents at a competing brokerage, the New Jersey Appellate Division recently applied a strict classification test to a wage and hour case. In its holding, the New Jersey Appellate Division recognized that legislative statutory amendments made in 2018 may affect worker classification claims related to real estate agents in New Jersey againston a competing residential real estatego-forward basis. The brokerage where the plaintiff seeksis seeking leave to reclassify independent sales agents as employees, from which the Company could be impacted if there is an adverse ruling.
The Company also may be impacted by litigation, investigations, claims and regulatory proceedings against companies in other industries. For example, there is current worker classification litigation in New Jersey against an insurance brokerage and an adverse ruling in that case could have an adverse impact on the pending litigation in New Jersey against the competing residential real estate brokerage described above as well as onappeal before the New Jersey real estate industry in general.Supreme Court. Also, there have been several challenges to the constitutionality and enforceability of a California worker classification statute adopted in 2019 as it applies to other industries, which could potentially result in the statute beingif found unconstitutional, and of no force - which could have the effect of eliminating that statute's less restrictive test applicable to real estate professionals in California. We continue to monitor these matters as well as related federal and state developments.
There can be no assurances as to whether the DOJ or FTC, their state counterparts, state or federal courts, or other governmental body will determine that state. Changesany industry practices or developments have an anti-competitive effect on the industry or are otherwise proscribed. Any such determination by the DOJ, FTC, their state counterparts, courts, or other governmental body could result in current legislation, regulationsindustry investigations, enforcement actions or interpretations that are applicableother legislative or regulatory action or other actions, any of which could have the potential to materially disrupt our business.
Item 1A. Risk Factors
Other than as described below, there were no material changes to the residential real estate service industryrisk factors reported in Part 1, "Item 1A. Risk Factors" in our 2020 Form 10-K.
Consummation of the planned sale of a controlling interest in our title underwriting business to funds affiliated with Centerbridge is subject to satisfaction of closing conditions, including the expiration or termination of antitrust waiting periods, and, even if we successfully consummate the planned sale, we may fail to achieve the anticipated benefits of the transaction.
In October 2021, we announced our entry into a strategic agreement with Centerbridge, pursuant to which Centerbridge funds will purchase a 70% equity stake in a new title insurance underwriter joint venture that will hold the shares of Title Resources Guaranty Company, our title insurance underwriter.
Completion of the planned sale of a controlling interest in our title insurance underwriter is subject to certain closing conditions, including the expiration or termination of all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of other required regulatory approvals, among others. There can be no assurance that any of such conditions will be satisfied or that the planned sale will be successfully completed on a timely basis or at all.
In addition, the transaction is subject to additional risks, including that we may not achieve the anticipated benefits of the transaction; the transaction may involve unexpected costs, liabilities or delays; the transaction may disrupt the title underwriter’s plans and operations or adversely affect employee retention or otherwise adversely impact the business of the title underwriter; and the joint venture may be adversely affected by other economic, business and/or competitive factors as well as the ongoing COVID-19 crisis.We may also experience negative reactions from our clients, stockholders, creditors, vendors, and employees, among others.There can be no assurances as to whether the joint venture will successfully grow the underwriting business and its volume of business could be lower than the historical level of activity generated under Realogy Title Group.
All of these factors could decrease the anticipated benefits of the transaction and could negatively impact our stock price and our business, financial condition and results of operations.
The exchangeable note hedge and warrant transactions may affect the Company.value of our common stock.
Concurrent with the offering of the Exchangeable Senior Notes, we entered into exchangeable note hedge transactions and warrant transactions with certain counterparties (the "Option Counterparties"). The exchangeable note hedge transactions are expected generally to reduce the potential dilution upon exchange of the notes and/or offset any cash
payments we are required to make in excess of the principal amount of exchanged notes, as the case may be. However, the warrant transactions could separately have a dilutive effect on our common stock to the extent that the market price per share of common stock exceeds the strike price of the warrants.
The Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling the common stock or other securities of ours in secondary market transactions prior to the maturity of the Exchangeable Senior Notes (and are likely to do so during any observation period related to an exchange of the notes). This activity could cause or avoid an increase or a decrease in the market price of our common stock.
We are subject to counterparty risk with respect to the exchangeable note hedge transactions.
The Option Counterparties are financial institutions or affiliates of financial institutions, and we are subject to the risk that one or more of such Option Counterparties may default under the exchangeable note hedge transactions. Our exposure to the credit risk of the Option Counterparties is not secured by any collateral. If any Option Counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the exchangeable note hedge transaction. Our exposure will depend on many factors but, generally, the increase in our exposure will be correlated to the increase in our common stock market price and in the volatility of the market price of our common stock. In addition, upon a default by the Option Counterparty, we may suffer adverse tax consequences and dilution with respect to our common stock. We can provide no assurance as to the financial stability or viability of any Option Counterparty.
Item 6. Exhibits.
See Exhibit Index.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
REALOGY HOLDINGS CORP.
and
REALOGY GROUP LLC
(Registrants)
Date: May 5,November 3, 2021
/S/ CHARLOTTE C. SIMONELLI
Charlotte C. Simonelli
Executive Vice President and
Chief Financial Officer
Date: May 5,November 3, 2021
/S/ TIMOTHY B. GUSTAVSON
Timothy B. Gustavson
Senior Vice President,
Chief Accounting Officer and
Controller
EXHIBIT INDEX
Exhibit Description
4.1 Indenture, dated as of January 11, 2021, among Realogy Group LLC, as Issuer, Realogy Co-Issuer Corp., as Co-Issuer, Realogy Holdings Corp., the Note Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as Trustee, governing the 5.75% Senior Notes due 2029 (incorporated by reference to Exhibit 4.1 to Registrants' Current Report on Form 8-K filed on January 11, 2021).10.1 Tenth Amendment, dated as of January 27, 2021, to the Amended and Restated Credit Agreement, dated as of March 5, 2013, as amended, among Realogy Intermediate Holdings LLC, Realogy Group LLC, the several lenders parties thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent for the lenders (Incorporated by reference to Exhibit 10.1 to the Registrants' Current Report on Form 8-K filed on January 27, 2021).10.2 Fourth Amendment, dated as of January 27, 2021, to the Term Loan A Agreement, dated as of October 23, 2015, among Realogy Intermediate Holdings LLC, Realogy Group LLC, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as administrative agent for the lenders (Incorporated by reference to Exhibit 10.2 to Registrants' Current Report on Form 8-K filed on January 27, 2021).101 The following financial information from Realogy's Quarterly Report on Form 10-Q for the quarter ended March 31,September 30, 2021 formatted in iXBRL (Inline eXtensible Business Reporting Language) includes: (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
______________
* Filed herewith.
