MADISON,
N.J., Feb. 15, 2024 /PRNewswire/ -- Anywhere
Real Estate Inc. (NYSE: HOUS) ("Anywhere" or the "Company"), a
global leader in residential real estate services, today reported
financial results for the fourth quarter and full year ended
December 31, 2023.
"Anywhere demonstrated our leadership strength in 2023, driving
meaningful results in a tough real estate market," said
Ryan Schneider, Anywhere president
and CEO. "In a potentially improving housing market, we are excited
to build on our competitive advantages, accelerate our strategic
agenda, and deliver even greater value to Anywhere affiliated
agents, franchisees, and shareholders in the year ahead."
"In 2023, Anywhere achieved differentiated results, generating
significant Operating EBITDA and free cash flow, reducing debt and
over-delivering on our savings target, mitigating litigation risk,
and prudently managing our cash," said Charlotte Simonelli, Anywhere executive vice
president, chief financial officer, and treasurer. "We continue to
execute on our controllables as we drive efficiencies and
prioritize investing for growth to set Anywhere up for an even
stronger future."
Full Year 2023 Highlights
- Generated Revenue of $5.6
billion, a decrease of 18% year-over-year, largely impacted
by homesale transaction volume declines versus prior year of
19%.
- Reported Net loss of $97
million.
- Operating EBITDA of $200 million,
meaningfully impacted by approximately $50
million of litigation reserves (See Table 5b).
- Reduced debt by $308 million
through successful debt exchanges, open market bond repurchases and
repayment of a portion of our revolver balance.
- Realized cost savings of approximately $220 million.
- Free Cash Flow of $67 million
(See Table 7).
- Entered into a nationwide settlement agreement in the seller
antitrust class action litigation.
- Anywhere was recognized as one of America's Most Innovative
Companies 2023 by Fortune and named on the Forbes list of World's
Best Employers for the third year in a row. In addition to
continuing our consistent track record for 12 years as a World's
Most Ethical Company and six years as a Great Place to Work.
Q4 and Full Year 2023 Financial Highlights
The following tables set forth the Company's financial
highlights for the periods presented (in millions, except per share
data) (unaudited):
|
Three Months Ended
December 31,
|
|
2023
|
|
2022
|
|
Change
|
|
%
Change
|
Revenue
|
$
1,250
|
|
$
1,323
|
|
$
(73)
|
|
(6) %
|
Operating EBITDA
1
|
19
|
|
12
|
|
7
|
|
58
|
Net loss attributable
to Anywhere
|
(107)
|
|
(453)
|
|
346
|
|
76
|
Adjusted net loss
2
|
(60)
|
|
(93)
|
|
33
|
|
35
|
Loss per
share
|
(0.97)
|
|
(4.14)
|
|
3.17
|
|
77
|
Free Cash Flow
3
|
(13)
|
|
(53)
|
|
40
|
|
75
|
Net cash provided by
(used in) operating activities
|
$
62
|
|
$
(21)
|
|
$
83
|
|
395 %
|
|
|
|
|
|
|
|
|
Select Key
Drivers
|
|
|
|
|
|
|
|
Anywhere Brands -
Franchise Group 4 5
|
|
|
|
|
|
|
|
Closed homesale
sides
|
165,815
|
|
186,219
|
|
|
|
(11) %
|
Average homesale
price
|
$ 460,438
|
|
$ 439,671
|
|
|
|
5 %
|
Anywhere Advisors -
Owned Brokerage Group 5
|
|
|
|
|
|
|
|
Closed homesale
sides
|
57,546
|
|
64,178
|
|
|
|
(10) %
|
Average homesale
price
|
$ 692,791
|
|
$ 660,702
|
|
|
|
5 %
|
Anywhere Integrated
Services - Title Group
|
|
|
|
|
|
|
|
Purchase title and
closing units
|
22,629
|
|
25,660
|
|
|
|
(12) %
|
Refinance title and
closing units
|
2,040
|
|
2,351
|
|
|
|
(13) %
|
|
|
Year Ended December
31,
|
|
2023
|
|
2022
|
|
Change
|
|
%
Change
|
Revenue
|
$
5,636
|
|
$
6,908
|
|
$
(1,272)
|
|
(18) %
|
Operating EBITDA
1
|
200
|
|
449
|
|
(249)
|
|
(55)
|
Net loss attributable
to Anywhere
|
(97)
|
|
(287)
|
|
190
|
|
66
|
Adjusted net (loss)
income 2
|
(123)
|
|
32
|
|
(155)
|
|
(484)
|
Loss per
share
|
(0.88)
|
|
(2.52)
|
|
1.64
|
|
65
|
Free Cash Flow
3
|
67
|
|
(159)
|
|
226
|
|
142
|
Net cash provided by
(used in) operating activities
|
$
187
|
|
$
(92)
|
|
$
279
|
|
303 %
|
|
|
|
|
|
|
|
|
Select Key
Drivers
|
|
|
|
|
|
|
|
Anywhere Brands -
Franchise Group 4 5
|
|
|
|
|
|
|
|
Closed homesale
sides
|
720,853
|
|
911,077
|
|
|
|
(21) %
|
Average homesale
price
|
$ 462,277
|
|
$ 454,864
|
|
|
|
2 %
|
Anywhere Advisors -
Owned Brokerage Group 5
|
|
|
|
|
|
|
|
Closed homesale
sides
|
258,643
|
|
317,600
|
|
|
|
(19) %
|
Average homesale
price
|
$ 696,992
|
|
$ 699,016
|
|
|
|
— %
|
Anywhere Integrated
Services - Title Group
|
|
|
|
|
|
|
|
Purchase title and
closing units
|
102,967
|
|
133,055
|
|
|
|
(23) %
|
Refinance title and
closing units
|
8,850
|
|
18,470
|
|
|
|
(52) %
|
_______________
Footnotes:
|
1 See
Tables 5a and 5b for a reconciliation of Net loss attributable to
Anywhere to Operating EBITDA. Operating EBITDA is defined as net
income (loss) adjusted for depreciation and amortization, interest
expense, net (excluding relocation services interest for
securitization assets and securitization obligations), income
taxes, and certain non-core items. Non-core items include
restructuring charges, former parent legacy items, gains or losses
on the early extinguishment of debt, impairments, and gains or
losses on discontinued operations or the sale of businesses,
investments or other assets.
|
2 See
Table 1a for a reconciliation of Net loss attributable to Anywhere
to Adjusted net (loss) income. Adjusted net income (loss) is
defined as net income (loss) before mark-to-market interest rate
swap adjustments, former parent legacy items, restructuring
charges, (gain) loss on the early extinguishment of debt,
impairments, (gain) loss on the sale of businesses, investments or
other assets and the tax effect of the foregoing
adjustments.
|
3 See
Table 7 for a reconciliation of Net loss attributable to Anywhere
to Free Cash Flow. Free Cash Flow is defined as net income (loss)
attributable to Anywhere before income tax expense (benefit),
income tax payments, net interest expense, cash interest payments,
depreciation and amortization, capital expenditures, restructuring
costs and former parent legacy costs (benefits), net of payments,
impairments, (gain) loss on the sale of businesses, investments or
other assets, (gain) loss on the early extinguishment of debt,
working capital adjustments and relocation receivables (assets),
net of change in securitization obligations.
|
4 Includes all franchisees
except for Owned Brokerage Group.
|
5 As of December 31, 2023,
the Company's combined homesale transaction volume (transaction
sides multiplied by average sale price) decreased 6% compared with
the fourth quarter of 2022 and decreased 19% compared with the year
ended December 31, 2022.
|
2024 Financial Estimates
Looking ahead to 2024, the Company expects more normal seasonal
volumes throughout the year. With the first quarter still at
historically low unit volume, we expect the first quarter EBITDA to
be negative.
The Company expects to realize further cost savings of
approximately $100 million in
2024.
These estimates are subject to, among other things,
macroeconomic and housing market uncertainties, including those
related to rising inflation, declining affordability and
constrained inventory as well as competitive, litigation and
regulatory uncertainties.
Balance Sheet
Total corporate debt, including the short-term portion, net of
cash and cash equivalents (net corporate debt), totaled
$2.5 billion at December 31,
2023. The Company ended the quarter with cash and cash equivalents
of $106 million. The Company's Senior
Secured Leverage Ratio was 1.35x at December 31, 2023 (see
Table 8a). The Company's Net Debt Leverage Ratio was 7.8x at
December 31, 2023 (see Table 8b).
As of February 14, 2024 the Company had $383 million of outstanding borrowings under its
Revolving Credit Facility.
A consolidated balance sheet is included as Table 2 of this
press release.
Investor Conference Call
Today, February 15, at 8:30 a.m.
(ET), Anywhere will hold a conference call via webcast to
review its full year 2023 results and provide a business update.
The webcast will be hosted by Ryan
Schneider, chief executive officer and president, and
Charlotte Simonelli, chief financial
officer, and will conclude with an investor Q&A period with
management.
Investors may access the conference call live via webcast at
ir.anywhere.re or by dialing (888) 330-3077 (toll free);
international participants should dial (646) 960-0674. Please dial
in at least 5 to 10 minutes prior to start time. A webcast replay
also will be available on the website.
About Anywhere Real Estate Inc.
Anywhere Real Estate Inc. (NYSE: HOUS) is moving the real estate
industry to what's next. A leader of integrated residential real
estate services, Anywhere includes franchise, brokerage,
relocation, and title and settlement businesses, as well as
mortgage and title insurance underwriter minority owned joint
ventures. The diverse Anywhere brand portfolio includes some of the
most recognized names in real estate: Better Homes and Gardens®
Real Estate, CENTURY 21®, Coldwell Banker®, Coldwell Banker
Commercial®, Corcoran®, ERA®, and Sotheby's International
Realty®. Using innovative technology, data and marketing products,
high-quality lead generation programs, and best-in-class learning
and support services, Anywhere fuels the productivity of its
approximately 188,300 independent sales agents in the U.S. and
approximately 134,200 independent sales agents in 118 other
countries and territories, helping them build stronger businesses
and best serve today's consumers. Recognized for twelve consecutive
years as one of the World's Most Ethical Companies, Anywhere has
also been designated a Great Place to Work six years in a row,
honored on the Forbes list of World's Best Employers three years in
a row, named one of America's Most Innovative Companies 2023 by
Fortune, and featured on the inaugural TIME World's Best Companies
list.
Forward-Looking Statements
This press release contains "forward-looking statements,"
within the meaning of the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as: "believes",
"expects", "anticipates", "intends", "projects", "estimates",
"potential" and "plans" and similar expressions or future or
conditional verbs such as "will", "should", "would", "may" and
"could", and include statements that refer to expectations or other
characterizations of future events, circumstances or results.
Examples of forward-looking statements include the information
appearing under 2024 Financial Estimates.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
our current beliefs, expectations and assumptions regarding the
future of our business, future plans and strategies, projections,
anticipated events and trends, the economy and other future
conditions. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of Anywhere Real Estate
Inc. to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements.
The following include some, but not all, of the factors that
could affect our future results and cause actual results to differ
materially from those expressed in the forward-looking statements:
adverse developments or the absence of sustained improvement in the
U.S. residential real estate markets, either regionally or
nationally, which could include, but are not limited to, factors
that impact homesale transaction volume, such as: continued or
accelerated declines or the absence of significant increases in the
number of home sales, stagnant or declining home prices, continued
or accelerated increases in mortgage rates or a prolonged high
interest rate environment, continued or accelerated declines in
housing affordability, consumer demand or inventory, or excessive
inventory; adverse developments or the absence of sustained
improvement in macroeconomic conditions (such as business, economic
or political conditions) on a global, domestic or local basis,
which could include, but are not limited to, contraction or
stagnation in the U.S. economy, geopolitical and economic
instability, including as related to the conflicts in Ukraine and the Middle East, continued or accelerated
increases in inflation and fiscal and monetary policies of the
federal government; failure to obtain final court approval of the
settlement related to our seller antitrust class action litigation
and other adverse developments or outcomes in current or future
litigation, in particular the incurrence of liabilities that are in
excess of amounts accrued or payments that may be made in
connection with pending antitrust litigation and litigation related
to the Telephone Consumer Protection Act (TCPA); industry structure
changes that disrupt the functioning of the residential real estate
market, including the manner in which any broker commissions are
paid; the impact of evolving competitive and consumer dynamics,
including that the Company's share of the commission income
generated by homesale transactions may continue to shift to
affiliated independent sales agents or otherwise erode due to
market factors, our ability to compete against traditional and
non-traditional competitors and meaningful decreases in the average
broker commission rate; our ability to execute our business
strategy and achieve growth, including with respect to the
recruitment and retention of productive independent sales agents,
attraction and retention of franchisees, development or procurement
of products, services and technology that support our strategic
initiatives and simplification and modernization of our business
and achievement or maintenance of a beneficial cost structure; our
ability to safely adopt and integrate Artificial Intelligence (AI)
and other machine learning technology into our products and
services; risks related to our substantial indebtedness and our
ability, and any actions we may take, to refinance, restructure or
repay our indebtedness; our ability to realize the expected
benefits from our existing or future joint ventures or strategic
partnerships; risks related to our business structure, including
our geographic and high-end market concentration, the operating
results of our affiliated franchisees, and risks related to a loss
of our largest real estate benefit program; disruption in the
residential real estate brokerage industry related to listing
aggregator market power and concentration; our failure or
alleged failure to comply with laws, regulations and
regulatory interpretations and any changes or stricter
interpretations of any of the foregoing, including but not limited
to (1) antitrust laws and regulations, (2) the Real Estate
Settlement Procedures Act or other federal or state consumer
protection or similar laws, (3) state or federal employment laws or
regulations that would require reclassification of independent
contractor sales agents to employee status, (4) the TCPA, and (5)
privacy or data security laws and regulations; cybersecurity
incidents; impairment of our goodwill and other long-lived assets;
the accuracy of market forecasts and estimates; and significant
fluctuation in the price of our common stock.
Consideration should be given to the areas of risk described
above, as well as those risks set forth under the headings
"Forward-Looking Statements," "Summary of Risk Factors," "Risk
Factors" and "Legal Proceedings" in our filings with the Securities
and Exchange Commission, including our Quarterly Reports on Form
10-Q for the quarters ended March 31,
2023, June 30, 2023 and
September 30, 2023, and our Annual
Report on Form 10-K for the year ended December 31, 2022, and our other filings made
from time to time, in connection with considering any
forward-looking statements that may be made by us and our
businesses generally. We undertake no obligation to release
publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events except
as required by law.
Non-GAAP Financial Measures
This release includes certain non-GAAP financial measures as
defined under SEC rules. As required by SEC rules, important
information regarding such measures is contained in the Tables
attached to this release. See Tables
8a, 8b and 9 for definitions of these
non-GAAP financial measures and Tables 1a, 5a, 5b, 6a, 6b, 7, 8a
and 8b for reconciliations of the
historical non-GAAP financial measures to their most comparable
GAAP terms.
Investor
Contacts:
|
Media
Contacts:
|
Alicia Swift
|
Trey Sarten
|
(973)
407-4669
|
(973)
407-2162
|
Alicia.Swift@anywhere.re
|
Trey.Sarten@anywhere.re
|
|
|
Tim Swanson
|
Gabriella
Chiera
|
(973)
407-2612
|
(973)
407-5236
|
Tim.Swanson@anywhere.re
|
Gabriella.Chiera@anywhere.re
|
Table
1
|
ANYWHERE REAL ESTATE
INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS
(In millions, except
per share data)
|
|
Three Months
Ended
December 31,
|
|
Year Ended
December 31,
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Revenues
|
|
|
|
|
|
|
|
Gross commission
income
|
$
1,011
|
|
$
1,065
|
|
$
4,570
|
|
$
5,538
|
Service
revenue
|
124
|
|
141
|
|
569
|
|
793
|
Franchise
fees
|
81
|
|
79
|
|
351
|
|
417
|
Other
|
34
|
|
38
|
|
146
|
|
160
|
Net revenues
|
1,250
|
|
1,323
|
|
5,636
|
|
6,908
|
Expenses
|
|
|
|
|
|
|
|
Commission and other
agent-related costs
|
812
|
|
855
|
|
3,664
|
|
4,415
|
Operating
|
278
|
|
295
|
|
1,147
|
|
1,377
|
Marketing
|
54
|
|
57
|
|
215
|
|
252
|
General and
administrative
|
91
|
|
91
|
|
422
|
|
388
|
Former parent legacy
cost, net
|
1
|
|
—
|
|
18
|
|
1
|
Restructuring costs,
net
|
9
|
|
9
|
|
49
|
|
32
|
Impairments
|
54
|
|
480
|
|
65
|
|
483
|
Depreciation and
amortization
|
47
|
|
55
|
|
196
|
|
214
|
Interest expense,
net
|
37
|
|
37
|
|
151
|
|
113
|
Loss (gain) on the
early extinguishment of debt
|
—
|
|
4
|
|
(169)
|
|
96
|
Other income,
net
|
(1)
|
|
—
|
|
—
|
|
(140)
|
Total
expenses
|
1,382
|
|
1,883
|
|
5,758
|
|
7,231
|
Loss before income
taxes, equity in (earnings) losses and noncontrolling
interests
|
(132)
|
|
(560)
|
|
(122)
|
|
(323)
|
Income tax
benefit
|
(22)
|
|
(120)
|
|
(15)
|
|
(68)
|
Equity in (earnings)
losses of unconsolidated entities
|
(2)
|
|
12
|
|
(9)
|
|
28
|
Net
loss
|
(108)
|
|
(452)
|
|
(98)
|
|
(283)
|
Less: Net loss (income)
attributable to noncontrolling interests
|
1
|
|
(1)
|
|
1
|
|
(4)
|
Net loss
attributable to Anywhere
|
$
(107)
|
|
$
(453)
|
|
$
(97)
|
|
$
(287)
|
|
|
|
|
|
|
|
|
Loss per share
attributable to Anywhere shareholders:
|
Basic loss per
share
|
$
(0.97)
|
|
$
(4.14)
|
|
$
(0.88)
|
|
$
(2.52)
|
Diluted loss per
share
|
$
(0.97)
|
|
$
(4.14)
|
|
$
(0.88)
|
|
$
(2.52)
|
Weighted average
common and common equivalent shares of Anywhere
outstanding:
|
Basic
|
110.5
|
|
109.5
|
|
110.3
|
|
113.8
|
Diluted
|
110.5
|
|
109.5
|
|
110.3
|
|
113.8
|
Table
1a
|
ANYWHERE REAL ESTATE
INC.
NON-GAAP
RECONCILIATION
ADJUSTED NET INCOME
(LOSS)
(In millions, except
per share data)
|
|
Set forth in the table
below is a reconciliation of Net loss attributable to Anywhere
to Adjusted net (loss) income as defined in Table 9 for the
three-month periods and years ended December 31, 2023 and
2022:
|
|
|
Three Months
Ended
December 31,
|
|
Year Ended
December 31,
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Net loss
attributable to Anywhere
|
$
(107)
|
|
$
(453)
|
|
$
(97)
|
|
$
(287)
|
Addback:
|
|
|
|
|
|
|
|
Mark-to-market
interest rate swap gains
|
—
|
|
—
|
|
—
|
|
(40)
|
Former parent legacy
cost, net (a)
|
1
|
|
—
|
|
18
|
|
1
|
Restructuring costs,
net
|
9
|
|
9
|
|
49
|
|
32
|
Impairments
(b)
|
54
|
|
480
|
|
65
|
|
483
|
Loss (gain) on the
early extinguishment of debt (c)
|
—
|
|
4
|
|
(169)
|
|
96
|
Loss (gain) on the
sale of businesses, investments or other assets, net
|
—
|
|
—
|
|
2
|
|
(135)
|
Adjustments for tax
effect (d)
|
(17)
|
|
(133)
|
|
9
|
|
(118)
|
Adjusted net (loss)
income attributable to Anywhere
|
$
(60)
|
|
$
(93)
|
|
$
(123)
|
|
$
32
|
_______________
(a)
|
Former parent legacy
cost for the year ended December 31, 2023 relates to developments
in a legacy tax matter in the first quarter of 2023.
|
(b)
|
Reflects non-cash
impairment charges related to goodwill, trademarks and other
assets. Non-cash impairments for the three months and year ended
December 31, 2023 primarily include $25 million at Franchise Group
to reduce goodwill related to Cartus and $25 million related to
franchise trademarks. Non-cash impairments for the three months and
year ended December 31, 2022 primarily include $280 million and
$114 million related to goodwill at Owned Brokerage Group and
Franchise Group, respectively and $76 million related to franchise
trademarks.
|
(c)
|
Gain on the early
extinguishment of debt for the year ended December 31, 2023 relates
to the debt exchange transactions and open market
repurchases.
|
(d)
|
Reflects tax effect of
adjustments at the Company's blended state and federal statutory
rate.
|
Table
2
|
ANYWHERE REAL ESTATE
INC.
CONSOLIDATED BALANCE
SHEETS
(In millions, except
share data)
|
|
|
December
31,
|
|
2023
|
|
2022
|
ASSETS
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
106
|
|
$
214
|
Restricted
cash
|
13
|
|
4
|
Trade receivables (net
of allowance for doubtful accounts of $18 and $12)
|
105
|
|
201
|
Relocation
receivables
|
138
|
|
210
|
Other current
assets
|
218
|
|
205
|
Total current
assets
|
580
|
|
834
|
Property and equipment,
net
|
280
|
|
317
|
Operating lease assets,
net
|
380
|
|
422
|
Goodwill
|
2,499
|
|
2,523
|
Trademarks
|
586
|
|
611
|
Franchise agreements,
net
|
887
|
|
954
|
Other intangibles,
net
|
127
|
|
150
|
Other non-current
assets
|
500
|
|
572
|
Total
assets
|
$
5,839
|
|
$
6,383
|
LIABILITIES AND
EQUITY
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts
payable
|
$
99
|
|
$
184
|
Securitization
obligations
|
115
|
|
163
|
Current portion of
long-term debt
|
307
|
|
366
|
Current portion of
operating lease liabilities
|
113
|
|
122
|
Accrued expenses and
other current liabilities
|
573
|
|
470
|
Total current
liabilities
|
1,207
|
|
1,305
|
Long-term
debt
|
2,235
|
|
2,483
|
Long-term operating
lease liabilities
|
333
|
|
371
|
Deferred income
taxes
|
207
|
|
239
|
Other non-current
liabilities
|
176
|
|
218
|
Total
liabilities
|
4,158
|
|
4,616
|
Commitments and
contingencies
|
|
|
|
Equity:
|
|
|
|
Anywhere preferred
stock: $0.01 par value; 50,000,000 shares authorized, none issued
and
outstanding at December 31, 2023 and December 31,
2022
|
—
|
|
—
|
Anywhere common stock:
$0.01 par value; 400,000,000 shares authorized, 110,488,093
shares issued and outstanding at December 31, 2023 and 109,480,357
shares issued and
outstanding at December 31, 2022
|
1
|
|
1
|
Additional paid-in
capital
|
4,813
|
|
4,805
|
Accumulated
deficit
|
(3,091)
|
|
(2,994)
|
Accumulated other
comprehensive loss
|
(44)
|
|
(48)
|
Total stockholders'
equity
|
1,679
|
|
1,764
|
Noncontrolling
interests
|
2
|
|
3
|
Total
equity
|
1,681
|
|
1,767
|
Total liabilities
and equity
|
$
5,839
|
|
$
6,383
|
Table
3
|
|
ANYWHERE REAL ESTATE
INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(In
millions)
|
|
Year Ended December
31,
|
|
2023
|
|
2022
|
Operating
Activities
|
|
|
|
Net loss
|
$
(98)
|
|
$
(283)
|
Adjustments to
reconcile net loss to net cash provided by (used in) operating
activities:
|
|
|
Depreciation and
amortization
|
196
|
|
214
|
Deferred income
taxes
|
(33)
|
|
(96)
|
Impairments
|
65
|
|
483
|
Amortization of
deferred financing costs and debt premium
|
8
|
|
9
|
(Gain) loss on the
early extinguishment of debt
|
(169)
|
|
96
|
Loss (gain) on the
sale of businesses, investments or other assets, net
|
2
|
|
(135)
|
Equity in (earnings)
losses of unconsolidated entities
|
(9)
|
|
28
|
Stock-based
compensation
|
12
|
|
22
|
Mark-to-market
adjustments on derivatives
|
—
|
|
(40)
|
Other adjustments to
net loss
|
(6)
|
|
(7)
|
Net change in assets
and liabilities, excluding the impact of acquisitions and
dispositions:
|
Trade
receivables
|
97
|
|
(55)
|
Relocation
receivables
|
72
|
|
(96)
|
Other
assets
|
105
|
|
(13)
|
Accounts payable,
accrued expenses and other liabilities
|
(47)
|
|
(195)
|
Dividends received from
unconsolidated entities
|
8
|
|
3
|
Other, net
|
(16)
|
|
(27)
|
Net cash provided by
(used in) operating activities
|
187
|
|
(92)
|
Investing
Activities
|
|
|
|
Property and equipment
additions
|
(72)
|
|
(109)
|
Payments for
acquisitions, net of cash acquired
|
(1)
|
|
(17)
|
Net proceeds from the
sale of businesses
|
8
|
|
63
|
Investment in
unconsolidated entities
|
(1)
|
|
(22)
|
Proceeds from the sale
of investments in unconsolidated entities
|
6
|
|
13
|
Other, net
|
1
|
|
17
|
Net cash used in
investing activities
|
(59)
|
|
(55)
|
Financing
Activities
|
|
|
|
Net change in Revolving
Credit Facility
|
(65)
|
|
350
|
Proceeds from issuance
of Senior Secured Second Lien Notes
|
640
|
|
—
|
Proceeds from issuance
of Senior Notes
|
—
|
|
1,000
|
Redemption of Senior
Secured Second Lien Notes
|
—
|
|
(550)
|
Redemption and
repurchases of Senior Notes
|
(688)
|
|
(956)
|
Amortization payments
on term loan facilities
|
(16)
|
|
(10)
|
Net change in
securitization obligations
|
(48)
|
|
44
|
Debt issuance
costs
|
(13)
|
|
(22)
|
Cash paid for fees
associated with early extinguishment of debt
|
(2)
|
|
(83)
|
Repurchase of common
stock
|
—
|
|
(97)
|
Taxes paid related to
net share settlement for stock-based compensation
|
(4)
|
|
(16)
|
Other, net
|
(31)
|
|
(36)
|
Net cash used in
financing activities
|
(227)
|
|
(376)
|
Effect of changes in
exchange rates on cash, cash equivalents and restricted
cash
|
—
|
|
(2)
|
Net decrease in cash,
cash equivalents and restricted cash
|
(99)
|
|
(525)
|
Cash, cash equivalents
and restricted cash, beginning of period
|
218
|
|
743
|
Cash, cash
equivalents and restricted cash, end of period
|
$
119
|
|
$
218
|
|
|
|
|
Supplemental
Disclosure of Cash Flow Information
|
|
|
|
Interest payments
(including securitization interest of $12 and $7
respectively)
|
$
168
|
|
$
164
|
Income tax payments,
net
|
14
|
|
62
|
Table
4a
|
ANYWHERE REAL ESTATE
INC.
2023 KEY
DRIVERS
|
|
|
Quarter
Ended
|
|
Year
Ended
|
|
March 31,
2023
|
|
June 30,
2023
|
|
September
30,
2023
|
|
December 31,
2023
|
|
December 31,
2023
|
Anywhere Brands -
Franchise Group (a)
|
|
|
|
|
|
|
|
|
|
Closed homesale
sides
|
150,491
|
|
203,928
|
|
200,619
|
|
165,815
|
|
720,853
|
Average homesale
price
|
$ 437,964
|
|
$ 473,312
|
|
$ 470,818
|
|
$ 460,438
|
|
$ 462,277
|
Average homesale broker
commission rate
|
2.46 %
|
|
2.46 %
|
|
2.45 %
|
|
2.45 %
|
|
2.45 %
|
Net royalty per
side
|
$
392
|
|
$
451
|
|
$
442
|
|
$
429
|
|
$
431
|
Anywhere Advisors -
Owned Brokerage Group
|
|
|
|
|
|
|
|
|
|
Closed homesale
sides
|
53,797
|
|
75,506
|
|
71,794
|
|
57,546
|
|
258,643
|
Average homesale
price
|
$ 663,223
|
|
$ 709,764
|
|
$ 712,232
|
|
$ 692,791
|
|
$ 696,992
|
Average homesale broker
commission rate
|
2.41 %
|
|
2.43 %
|
|
2.41 %
|
|
2.42 %
|
|
2.42 %
|
Gross commission income
per side
|
$
16,776
|
|
$
18,059
|
|
$
18,013
|
|
$
17,558
|
|
$
17,668
|
Anywhere Integrated
Services - Title Group
|
|
|
|
|
|
|
|
|
|
Purchase title and
closing units
|
21,749
|
|
30,136
|
|
28,453
|
|
22,629
|
|
102,967
|
Refinance title and
closing units
|
2,198
|
|
2,308
|
|
2,304
|
|
2,040
|
|
8,850
|
Average fee per closing
unit
|
$ 3,129
|
|
$ 3,202
|
|
$ 3,187
|
|
$ 3,216
|
|
$ 3,185
|
_______________
(a)
|
Includes all
franchisees except for Owned Brokerage Group.
|
Table
4b
|
ANYWHERE REAL ESTATE
INC.
2022 KEY
DRIVERS
|
|
|
Quarter
Ended
|
Year
Ended
|
|
March 31,
2022
|
|
June 30,
2022
|
|
September
30,
2022
|
|
December 31,
2022
|
|
December 31,
2022
|
Anywhere Brands -
Franchise Group (a)
|
|
|
|
|
|
|
|
|
|
Closed homesale
sides
|
217,764
|
|
263,600
|
|
243,494
|
|
186,219
|
|
911,077
|
Average homesale
price
|
$ 449,250
|
|
$ 475,361
|
|
$ 449,313
|
|
$ 439,671
|
|
$ 454,864
|
Average homesale broker
commission rate
|
2.43 %
|
|
2.43 %
|
|
2.43 %
|
|
2.44 %
|
|
2.43 %
|
Net royalty per
side
|
$
413
|
|
$
450
|
|
$
422
|
|
$
406
|
|
$
425
|
Anywhere Advisors -
Owned Brokerage Group
|
|
|
|
|
|
|
|
|
|
Closed homesale
sides
|
71,371
|
|
96,029
|
|
86,022
|
|
64,178
|
|
317,600
|
Average homesale
price
|
$ 706,282
|
|
$ 735,013
|
|
$ 681,387
|
|
$ 660,702
|
|
$ 699,016
|
Average homesale broker
commission rate
|
2.39 %
|
|
2.41 %
|
|
2.40 %
|
|
2.40 %
|
|
2.40 %
|
Gross commission income
per side
|
$
17,475
|
|
$
18,297
|
|
$
17,070
|
|
$
16,592
|
|
$
17,435
|
Anywhere Integrated
Services - Title Group
|
|
|
|
|
|
|
|
|
|
Purchase title and
closing units
|
30,867
|
|
41,483
|
|
35,045
|
|
25,660
|
|
133,055
|
Refinance title and
closing units
|
8,068
|
|
4,712
|
|
3,339
|
|
2,351
|
|
18,470
|
Average fee per closing
unit
|
$ 3,033
|
|
$ 3,264
|
|
$ 3,127
|
|
$ 3,137
|
|
$ 3,146
|
_______________
(a)
|
|
Includes all
franchisees except for Owned Brokerage Group.
|
Table
5a
|
ANYWHERE REAL ESTATE
INC.
NON-GAAP
RECONCILIATION - OPERATING EBITDA
THREE MONTHS ENDED
DECEMBER 31, 2023 AND 2022
(In
millions)
|
|
Set forth in the table
below is a reconciliation of Net loss attributable to Anywhere
to Operating EBITDA as defined in Table 9 for the three-month
periods ended December 31, 2023 and 2022:
|
|
|
Three Months Ended
December 31,
|
|
2023
|
|
2022
|
Net loss attributable
to Anywhere
|
$
(107)
|
|
$
(453)
|
Income tax
benefit
|
(22)
|
|
(120)
|
Loss before income
taxes
|
(129)
|
|
(573)
|
Add: Depreciation
and amortization
|
47
|
|
55
|
Interest expense,
net
|
37
|
|
37
|
Restructuring costs,
net (a)
|
9
|
|
9
|
Impairments
(b)
|
54
|
|
480
|
Former parent legacy
cost, net (c)
|
1
|
|
—
|
Loss on the early
extinguishment of debt (c)
|
—
|
|
4
|
Operating
EBITDA
|
$
19
|
|
$
12
|
|
The following table
reflects Revenue, Operating EBITDA and Operating EBITDA margin by
reportable segments:
|
|
Revenues
(d)
|
|
$
Change
|
|
%
Change
|
|
Operating
EBITDA
|
|
$
Change
|
|
%
Change
|
|
Operating
EBITDA Margin
|
|
Change
|
|
2023
|
|
2022
|
|
|
|
2023
|
|
2022
|
|
|
|
2023
|
|
2022
|
|
Franchise
Group
|
$ 221
|
|
$ 233
|
|
$
(12)
|
|
(5) %
|
|
$ 111
|
|
$ 126
|
|
$
(15)
|
|
(12) %
|
|
50 %
|
|
54 %
|
|
(4)
|
Owned Brokerage
Group
|
1,024
|
|
1,081
|
|
(57)
|
|
(5)
|
|
(51)
|
|
(56)
|
|
5
|
|
9
|
|
(5)
|
|
(5)
|
|
—
|
Title Group
|
75
|
|
83
|
|
(8)
|
|
(10)
|
|
(12)
|
|
(18)
|
|
6
|
|
33
|
|
(16)
|
|
(22)
|
|
6
|
Corporate and
Other
|
(70)
|
|
(74)
|
|
4
|
|
(d)
|
|
(29)
|
|
(40)
|
|
11
|
|
28
|
|
|
|
|
|
|
Total
Company
|
$
1,250
|
|
$
1,323
|
|
$
(73)
|
|
(6) %
|
|
$
19
|
|
$
12
|
|
$ 7
|
|
58 %
|
|
2 %
|
|
1 %
|
|
1
|
_______________
(a)
|
Restructuring charges
incurred for the three months ended December 31, 2023 include $3
million at Franchise Group, $2 million at Owned Brokerage Group, $2
million at Title Group and $2 million at Corporate and Other.
Restructuring incurred for the three months ended December 31, 2022
include a net benefit of $3 million at Franchise Group, as well as
restructuring charges of $8 million at Owned Brokerage Group and $4
million at Corporate and Other.
|
(b)
|
Non-cash impairments
for the three months ended December 31, 2023 include $25 million at
Franchise Group to reduce goodwill related to Cartus, $25 million
related to franchise trademarks and $4 million of other impairment
charges related to leases and other assets. Non-cash impairments
for the three months ended December 31, 2022 include $280 million
and $114 million related to goodwill at Owned Brokerage Group and
Franchise Group, respectively, $76 million related to franchise
trademarks and $10 million related to leases and other assets
including an investment.
|
(c)
|
Former parent legacy
items and Loss on the early extinguishment of debt are recorded in
Corporate and Other.
|
(d)
|
Revenues include the
elimination of transactions between segments, which consists of
intercompany royalties and marketing fees paid by Owned Brokerage
Group of $70 million and $74 million during the three months ended
December 31, 2023 and 2022, respectively, and are eliminated
through the Corporate and Other line.
|
Table
5b
|
ANYWHERE REAL ESTATE
INC.
NON-GAAP
RECONCILIATION - OPERATING EBITDA
FOR THE YEARS ENDED
DECEMBER 31, 2023 AND 2022
(In
millions)
|
|
Set forth in the table
below is a reconciliation of Net loss attributable to Anywhere
to Operating EBITDA as defined in Table 9 for the years ended
December 31, 2023 and 2022:
|
|
|
Year Ended December
31,
|
|
2023
|
|
2022
|
Net loss attributable
to Anywhere
|
$
(97)
|
|
$
(287)
|
Income tax
benefit
|
(15)
|
|
(68)
|
Loss before income
taxes
|
(112)
|
|
(355)
|
Add: Depreciation
and amortization
|
196
|
|
214
|
Interest expense,
net
|
151
|
|
113
|
Restructuring costs,
net (a)
|
49
|
|
32
|
Impairments
(b)
|
65
|
|
483
|
Former parent legacy
cost, net (c)
|
18
|
|
1
|
(Gain) loss on the
early extinguishment of debt (c)
|
(169)
|
|
96
|
Loss (gain) on the
sale of businesses, investments or other assets, net (d)
|
2
|
|
(135)
|
Operating
EBITDA
|
$
200
|
|
$
449
|
|
The following table
reflects Revenue, Operating EBITDA and Operating EBITDA margin by
reportable segments:
|
|
Revenues
(e)
|
|
$
Change
|
|
%
Change
|
|
Operating
EBITDA
|
|
$
Change
|
|
%
Change
|
|
Operating
EBITDA Margin
|
|
Change
|
|
2023
|
|
2022
|
|
|
|
2023
|
|
2022
|
|
|
|
2023
|
|
2022
|
|
Franchise
Group
|
$ 983
|
|
$
1,145
|
|
$
(162)
|
|
(14) %
|
|
$ 527
|
|
$ 670
|
|
$ (143)
|
|
(21) %
|
|
54 %
|
|
59 %
|
|
(5)
|
Owned Brokerage
Group
|
4,628
|
|
5,606
|
|
(978)
|
|
(17)
|
|
(144)
|
|
(86)
|
|
(58)
|
|
(67)
|
|
(3)
|
|
(2)
|
|
(1)
|
Title Group
(f)
|
340
|
|
530
|
|
(190)
|
|
(36)
|
|
(17)
|
|
9
|
|
(26)
|
|
(289)
|
|
(5)
|
|
2
|
|
(7)
|
Corporate and
Other
|
(315)
|
|
(373)
|
|
58
|
|
(e)
|
|
(166)
|
|
(144)
|
|
(22)
|
|
(15)
|
|
|
|
|
|
|
Total
Company
|
$
5,636
|
|
$
6,908
|
|
$
(1,272)
|
|
(18) %
|
|
$ 200
|
|
$ 449
|
|
$ (249)
|
|
(55) %
|
|
4 %
|
|
6 %
|
|
(2)
|
_______________
(a)
|
Restructuring charges
incurred for the year ended December 31, 2023 include $11 million
at Franchise Group, $25 million at Owned Brokerage Group, $4
million at Title Group and $9 million at Corporate and Other.
Restructuring charges incurred for the year ended December 31, 2022
include $1 million at Franchise Group, $19 million at Owned
Brokerage Group and $12 million at Corporate and Other.
|
(b)
|
Non-cash impairments
for the year ended December 31, 2023 include $25 million at
Franchise Group to reduce goodwill related to Cartus, $25 million
related to franchise trademarks and $15 million related to leases
and other assets. Non-cash impairments for the year ended December
31, 2022 include $280 million and $114 million related to goodwill
at Owned Brokerage Group and Franchise Group, respectively, $76
million related to franchise trademarks and $13 million related to
leases and other assets including an investment.
|
(c)
|
Former parent legacy
items and (Gain) loss on the early extinguishment of debt are
recorded in Corporate and Other. Former parent legacy cost in 2023
relates to developments in a legacy tax matter in the first quarter
of 2023. Gain on the early extinguishment of debt in 2023 relates
to the debt exchange transactions and open market repurchases that
occurred during the third quarter of 2023. Loss on the early
extinguishment of debt in 2022 primarily relates to the refinancing
transactions that occurred during the first quarter of
2022.
|
(d)
|
Loss (gain) on the sale
of businesses, investments or other assets, net in 2022 is recorded
in Title Group and is related to the sale of the Title Underwriter
and subsequent sales of a portion of the Company's ownership in the
Title Insurance Underwriter Joint Venture.
|
(e)
|
Revenues include the
elimination of transactions between segments, which consists of
intercompany royalties and marketing fees paid by Owned Brokerage
Group of $315 million and $373 million during the years ended
December 31, 2023 and 2022, respectively, and are eliminated
through the Corporate and Other line.
|
(f)
|
Title Group includes
our title, escrow and settlement services (title agency)
businesses, our minority-owned mortgage origination joint venture
and our minority-owned Title Insurance Underwriter Joint
Venture.
|
|
The sale of the Title
Underwriter late in the first quarter of 2022 resulted in declines
of $80 million in underwriter revenue and $6 million in Operating
EBITDA during the year ended December 31, 2023 compared to the
same period in 2022, with $4 million of equity in earnings
attributable to the Title Insurance Underwriter Joint Venture
partially offsetting the decline in earnings.
|
|
The Operating EBITDA
contribution from the mortgage origination joint venture improved
$22 million from losses of $22 million for the year ended
December 31, 2022 to none for the year ended December 31,
2023.
|
Table
6a
|
ANYWHERE REAL ESTATE
INC.
SELECTED 2023
FINANCIAL DATA
(In
millions)
|
|
|
Three Months
Ended
|
|
Year
Ended
|
|
March
31,
|
|
June
30,
|
|
September
30,
|
|
December
31,
|
|
December
31,
|
|
2023
|
|
2023
|
|
2023
|
|
2023
|
|
2023
|
Net revenues
(a)
|
|
|
|
|
|
|
|
|
|
Franchise
Group
|
$
207
|
|
$
284
|
|
$
271
|
|
$
221
|
|
$
983
|
Owned Brokerage
Group
|
915
|
|
1,380
|
|
1,309
|
|
1,024
|
|
4,628
|
Title Group
|
72
|
|
100
|
|
93
|
|
75
|
|
340
|
Corporate and
Other
|
(63)
|
|
(93)
|
|
(89)
|
|
(70)
|
|
(315)
|
Total
Company
|
$
1,131
|
|
$
1,671
|
|
$
1,584
|
|
$
1,250
|
|
$
5,636
|
|
|
|
|
|
|
|
|
|
|
Operating
EBITDA
|
|
|
|
|
|
|
|
|
|
Franchise
Group
|
$
97
|
|
$
164
|
|
$
155
|
|
$
111
|
|
$
527
|
Owned Brokerage
Group
|
(75)
|
|
(10)
|
|
(8)
|
|
(51)
|
|
(144)
|
Title Group
|
(17)
|
|
10
|
|
2
|
|
(12)
|
|
(17)
|
Corporate and
Other
|
(57)
|
|
(38)
|
|
(42)
|
|
(29)
|
|
(166)
|
Total
Company
|
$
(52)
|
|
$
126
|
|
$
107
|
|
$
19
|
|
$
200
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Reconciliation - Operating EBITDA
|
|
|
|
|
|
|
|
|
|
Total Company Operating
EBITDA
|
$
(52)
|
|
$
126
|
|
$
107
|
|
$
19
|
|
$
200
|
|
|
|
|
|
|
|
|
|
|
Less:
Depreciation and amortization
|
50
|
|
49
|
|
50
|
|
47
|
|
196
|
Interest expense,
net
|
38
|
|
39
|
|
37
|
|
37
|
|
151
|
Income tax (benefit)
expense
|
(46)
|
|
8
|
|
45
|
|
(22)
|
|
(15)
|
Restructuring costs,
net (b)
|
25
|
|
6
|
|
9
|
|
9
|
|
49
|
Impairments
(c)
|
4
|
|
4
|
|
3
|
|
54
|
|
65
|
Former parent legacy
cost, net (d)
|
16
|
|
1
|
|
—
|
|
1
|
|
18
|
Gain on the early
extinguishment of debt (d)
|
—
|
|
—
|
|
(169)
|
|
—
|
|
(169)
|
(Gain) loss on the
sale of businesses, investments or other assets, net
|
(1)
|
|
—
|
|
3
|
|
—
|
|
2
|
Net (loss) income
attributable to Anywhere
|
$
(138)
|
|
$
19
|
|
$
129
|
|
$
(107)
|
|
$
(97)
|
_______________
(a)
|
Transactions between
segments are eliminated in consolidation. Revenues for Franchise
Group include intercompany royalties and marketing fees paid by
Owned Brokerage Group of $63 million, $93 million, $89 million and
$70 million for the three months ended March 31, 2023, June 30,
2023, September 30, 2023 and December 31, 2023, respectively. Such
amounts are eliminated through the Corporate and Other
line.
|
(b)
|
Includes restructuring
charges broken down by business unit as follows:
|
|
|
Three Months
Ended
|
|
Year
Ended
|
|
|
March
31,
|
|
June
30,
|
|
September
30,
|
|
December
31,
|
|
December
31,
|
|
|
2023
|
|
2023
|
|
2023
|
|
2023
|
|
2023
|
|
Franchise
Group
|
$
6
|
|
$
—
|
|
$
2
|
|
$
3
|
|
$
11
|
|
Owned Brokerage
Group
|
14
|
|
4
|
|
5
|
|
2
|
|
25
|
|
Title Group
|
—
|
|
1
|
|
1
|
|
2
|
|
4
|
|
Corporate and
Other
|
5
|
|
1
|
|
1
|
|
2
|
|
9
|
|
Total
Company
|
$
25
|
|
$
6
|
|
$
9
|
|
$
9
|
|
$
49
|
|
|
(c)
|
Impairments for the
three months ended March 31, 2023, June 30 2023 and September 30,
2023 primarily relate to non-cash lease asset impairments. Non-cash
impairments for the three months ended December 31, 2023 include
$25 million at Franchise Group to reduce goodwill related to
Cartus, $25 million related to franchise trademarks and $4 million
related to leases and other assets.
|
(d)
|
Former parent legacy
cost and Gain on the early extinguishment of debt are recorded in
Corporate and Other. Former parent legacy cost relates to
developments in a legacy tax matter in the first quarter of 2023.
Gain on the early extinguishment of debt relates to the debt
exchange transactions and open market repurchases that occurred
during the third quarter of 2023.
|
Table
6b
|
|
ANYWHERE REAL ESTATE
INC.
SELECTED 2022
FINANCIAL DATA
(In
millions)
|
|
Three Months
Ended
|
|
Year
Ended
|
|
March
31,
|
|
June
30,
|
|
September
30,
|
|
December
31,
|
|
December
31,
|
|
2022
|
|
2022
|
|
2022
|
|
2022
|
|
2022
|
Net revenues
(a)
|
|
|
|
|
|
|
|
|
|
Franchise
Group
|
$
267
|
|
$
339
|
|
$
306
|
|
$
233
|
|
$
1,145
|
Owned Brokerage
Group
|
1,264
|
|
1,775
|
|
1,486
|
|
1,081
|
|
5,606
|
Title Group
|
190
|
|
144
|
|
113
|
|
83
|
|
530
|
Corporate and
Other
|
(86)
|
|
(116)
|
|
(97)
|
|
(74)
|
|
(373)
|
Total
Company
|
$
1,635
|
|
$
2,142
|
|
$
1,808
|
|
$
1,323
|
|
$
6,908
|
|
|
|
|
|
|
|
|
|
|
Operating
EBITDA
|
|
|
|
|
|
|
|
|
|
Franchise
Group
|
$
138
|
|
$
204
|
|
$
202
|
|
$
126
|
|
$
670
|
Owned Brokerage
Group
|
(40)
|
|
11
|
|
(1)
|
|
(56)
|
|
(86)
|
Title Group
|
(3)
|
|
21
|
|
9
|
|
(18)
|
|
9
|
Corporate and
Other
|
(26)
|
|
(34)
|
|
(44)
|
|
(40)
|
|
(144)
|
Total
Company
|
$
69
|
|
$
202
|
|
$
166
|
|
$
12
|
|
$
449
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Reconciliation - Operating EBITDA
|
|
|
|
|
|
|
|
|
|
Total Company Operating
EBITDA
|
$
69
|
|
$
202
|
|
$
166
|
|
$
12
|
|
$
449
|
|
|
|
|
|
|
|
|
|
|
Less:
Depreciation and amortization
|
51
|
|
55
|
|
53
|
|
55
|
|
214
|
Interest expense,
net
|
18
|
|
28
|
|
30
|
|
37
|
|
113
|
Income tax expense
(benefit)
|
12
|
|
32
|
|
8
|
|
(120)
|
|
(68)
|
Restructuring costs,
net (b)
|
4
|
|
3
|
|
16
|
|
9
|
|
32
|
Impairments
(c)
|
—
|
|
—
|
|
3
|
|
480
|
|
483
|
Former parent legacy
cost, net (d)
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
Loss on the early
extinguishment of debt (d)
|
92
|
|
—
|
|
—
|
|
4
|
|
96
|
Gain on the sale of
businesses, investments or other assets, net (e)
|
(131)
|
|
(4)
|
|
—
|
|
—
|
|
(135)
|
Net income (loss)
attributable to Anywhere
|
$
23
|
|
$
88
|
|
$
55
|
|
$
(453)
|
|
$
(287)
|
_______________
(a)
|
Transactions between
segments are eliminated in consolidation. Revenues for Franchise
Group include intercompany royalties and marketing fees paid by
Owned Brokerage Group of $86 million, $116 million, $97 million and
$74 million for the three months ended March 31, 2022, June 30,
2022, September 30, 2022 and December 31, 2022, respectively. Such
amounts are eliminated through the Corporate and Other
line.
|
(b)
|
Includes restructuring
charges (reversals) broken down by business unit as
follows:
|
|
|
Three Months
Ended
|
|
Year
Ended
|
|
|
March
31,
|
|
June
30,
|
|
September
30,
|
|
December
31,
|
|
December
31,
|
|
|
2022
|
|
2022
|
|
2022
|
|
2022
|
|
2022
|
|
Franchise
Group
|
$
1
|
|
$
1
|
|
$
2
|
|
$
(3)
|
|
$
1
|
|
Owned Brokerage
Group
|
2
|
|
1
|
|
8
|
|
8
|
|
19
|
|
Corporate and
Other
|
1
|
|
1
|
|
6
|
|
4
|
|
12
|
|
Total
Company
|
$
4
|
|
$
3
|
|
$
16
|
|
$
9
|
|
$
32
|
(c)
|
Non-cash impairments
for the three months ended September 30, 2022 primarily relate to
lease asset and software impairments. Non-cash impairments for the
three months ended December 31, 2022 include an impairment of
goodwill at the Owned Brokerage Group reporting unit of $280
million, an impairment of goodwill at the Franchise Group segment
of $114 million related to the Cartus/Leads Group reporting unit,
an impairment of franchise trademarks of $76 million and $10
million of other impairment charges related to lease asset,
investment and software 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
businesses, investments or other assets, net is recorded in Title
Group related to the sale of the Title Underwriter during the first
quarter of 2022 and the sale of a portion of the Company's
ownership in the Title Insurance Underwriter Joint Venture during
the second quarter of 2022.
|
Table
6c
|
ANYWHERE REAL ESTATE
INC.
2023 CONSOLIDATED
STATEMENTS OF OPERATIONS
(In millions, except
per share data)
|
|
|
Three Months
Ended
|
|
Year
Ended
|
|
March
31,
|
|
June
30,
|
|
September
30,
|
|
December
31,
|
|
December
31,
|
|
2023
|
|
2023
|
|
2023
|
|
2023
|
|
2023
|
Revenues
|
|
|
|
|
|
|
|
|
|
Gross commission
income
|
$ 903
|
|
$ 1,363
|
|
$
1,293
|
|
$
1,011
|
|
$
4,570
|
Service
revenue
|
127
|
|
163
|
|
155
|
|
124
|
|
569
|
Franchise
fees
|
69
|
|
102
|
|
99
|
|
81
|
|
351
|
Other
|
32
|
|
43
|
|
37
|
|
34
|
|
146
|
Net revenues
|
1,131
|
|
1,671
|
|
1,584
|
|
1,250
|
|
5,636
|
Expenses
|
|
|
|
|
|
|
|
|
|
Commission and other
agent-related costs
|
723
|
|
1,092
|
|
1,037
|
|
812
|
|
3,664
|
Operating
|
286
|
|
299
|
|
284
|
|
278
|
|
1,147
|
Marketing
|
49
|
|
56
|
|
56
|
|
54
|
|
215
|
General and
administrative
|
123
|
|
104
|
|
104
|
|
91
|
|
422
|
Former parent legacy
cost, net
|
16
|
|
1
|
|
—
|
|
1
|
|
18
|
Restructuring costs,
net
|
25
|
|
6
|
|
9
|
|
9
|
|
49
|
Impairments
|
4
|
|
4
|
|
3
|
|
54
|
|
65
|
Depreciation and
amortization
|
50
|
|
49
|
|
50
|
|
47
|
|
196
|
Interest expense,
net
|
38
|
|
39
|
|
37
|
|
37
|
|
151
|
Gain on the early
extinguishment of debt
|
—
|
|
—
|
|
(169)
|
|
—
|
|
(169)
|
Other (income)
expense, net
|
(1)
|
|
(1)
|
|
3
|
|
(1)
|
|
—
|
Total
expenses
|
1,313
|
|
1,649
|
|
1,414
|
|
1,382
|
|
5,758
|
(Loss) income before
income taxes, equity in losses (earnings)
and noncontrolling interests
|
(182)
|
|
22
|
|
170
|
|
(132)
|
|
(122)
|
Income tax (benefit)
expense
|
(46)
|
|
8
|
|
45
|
|
(22)
|
|
(15)
|
Equity in losses
(earnings) of unconsolidated entities
|
2
|
|
(5)
|
|
(4)
|
|
(2)
|
|
(9)
|
Net (loss)
income
|
(138)
|
|
19
|
|
129
|
|
(108)
|
|
(98)
|
Less: Net loss
attributable to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
1
|
|
1
|
Net (loss) income
attributable to Anywhere
|
$
(138)
|
|
$ 19
|
|
$
129
|
|
$
(107)
|
|
$
(97)
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings per
share attributable to Anywhere shareholders:
|
|
|
Basic (loss) earnings
per share
|
$
(1.26)
|
|
$
0.17
|
|
$
1.17
|
|
$
(0.97)
|
|
$
(0.88)
|
Diluted (loss)
earnings per share
|
$
(1.26)
|
|
$
0.17
|
|
$
1.15
|
|
$
(0.97)
|
|
$
(0.88)
|
Weighted average
common and common equivalent shares of Anywhere
outstanding:
|
|
|
Basic
|
109.8
|
|
110.4
|
|
110.5
|
|
110.5
|
|
110.3
|
Diluted
|
109.8
|
|
111.3
|
|
112.1
|
|
110.5
|
|
110.3
|
Table
6d
|
ANYWHERE REAL ESTATE
INC.
2022 CONSOLIDATED
STATEMENTS OF OPERATIONS
(In millions, except
per share data)
|
|
|
Three Months
Ended
|
|
Year
Ended
|
|
March
31,
|
|
June
30,
|
|
September
30,
|
|
December
31,
|
|
December
31,
|
|
2022
|
|
2022
|
|
2022
|
|
2022
|
|
2022
|
Revenues
|
|
|
|
|
|
|
|
|
|
Gross commission
income
|
$
1,247
|
|
$ 1,757
|
|
$
1,469
|
|
$
1,065
|
|
$
5,538
|
Service
revenue
|
246
|
|
217
|
|
189
|
|
141
|
|
793
|
Franchise
fees
|
99
|
|
125
|
|
114
|
|
79
|
|
417
|
Other
|
43
|
|
43
|
|
36
|
|
38
|
|
160
|
Net revenues
|
1,635
|
|
2,142
|
|
1,808
|
|
1,323
|
|
6,908
|
Expenses
|
|
|
|
|
|
|
|
|
|
Commission and other
agent-related costs
|
988
|
|
1,402
|
|
1,170
|
|
855
|
|
4,415
|
Operating
|
406
|
|
356
|
|
320
|
|
295
|
|
1,377
|
Marketing
|
64
|
|
72
|
|
59
|
|
57
|
|
252
|
General and
administrative
|
98
|
|
107
|
|
92
|
|
91
|
|
388
|
Former parent legacy
cost, net
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
Restructuring costs,
net
|
4
|
|
3
|
|
16
|
|
9
|
|
32
|
Impairments
|
—
|
|
—
|
|
3
|
|
480
|
|
483
|
Depreciation and
amortization
|
51
|
|
55
|
|
53
|
|
55
|
|
214
|
Interest expense,
net
|
18
|
|
28
|
|
30
|
|
37
|
|
113
|
Loss on the early
extinguishment of debt
|
92
|
|
—
|
|
—
|
|
4
|
|
96
|
Other income,
net
|
(131)
|
|
(7)
|
|
(2)
|
|
—
|
|
(140)
|
Total
expenses
|
1,590
|
|
2,016
|
|
1,742
|
|
1,883
|
|
7,231
|
Income (loss) before
income taxes, equity in losses
and noncontrolling interests
|
45
|
|
126
|
|
66
|
|
(560)
|
|
(323)
|
Income tax expense
(benefit)
|
12
|
|
32
|
|
8
|
|
(120)
|
|
(68)
|
Equity in losses of
unconsolidated entities
|
10
|
|
4
|
|
2
|
|
12
|
|
28
|
Net income
(loss)
|
23
|
|
90
|
|
56
|
|
(452)
|
|
(283)
|
Less: Net income
attributable to noncontrolling interests
|
—
|
|
(2)
|
|
(1)
|
|
(1)
|
|
(4)
|
Net income (loss)
attributable to Anywhere
|
$
23
|
|
$ 88
|
|
$
55
|
|
$
(453)
|
|
$
(287)
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per
share attributable to Anywhere shareholders:
|
|
|
Basic earnings (loss)
per share
|
$ 0.20
|
|
$
0.76
|
|
$
0.49
|
|
$
(4.14)
|
|
$
(2.52)
|
Diluted earnings
(loss) per share
|
$ 0.19
|
|
$
0.75
|
|
$
0.48
|
|
$
(4.14)
|
|
$
(2.52)
|
Weighted average
common and common equivalent shares of Anywhere
outstanding:
|
|
|
Basic
|
117.1
|
|
116.5
|
|
112.2
|
|
109.5
|
|
113.8
|
Diluted
|
120.4
|
|
117.8
|
|
113.5
|
|
109.5
|
|
113.8
|
Table
7
|
ANYWHERE REAL ESTATE
INC.
NON-GAAP
RECONCILIATION - FREE CASH FLOW
FOR THE YEARS ENDED
DECEMBER 31, 2023 AND 2022
(In
millions)
|
|
A reconciliation of Net
loss attributable to Anywhere to Free Cash Flow as defined in Table
9 is set forth in the following table:
|
|
|
Three Months
Ended
December 31,
|
|
Year Ended
December 31,
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Net loss
attributable to Anywhere
|
$
(107)
|
|
$
(453)
|
|
$
(97)
|
|
$
(287)
|
Income tax
benefit
|
(22)
|
|
(120)
|
|
(15)
|
|
(68)
|
Income tax
payments
|
(10)
|
|
(1)
|
|
(14)
|
|
(62)
|
Interest expense,
net
|
37
|
|
37
|
|
151
|
|
113
|
Cash interest
payments
|
(33)
|
|
(41)
|
|
(168)
|
|
(164)
|
Depreciation and
amortization
|
47
|
|
55
|
|
196
|
|
214
|
Capital
expenditures
|
(20)
|
|
(26)
|
|
(72)
|
|
(109)
|
Restructuring
costs/reversals and former parent legacy items, net of
payments
|
(2)
|
|
(9)
|
|
23
|
|
2
|
Impairments
|
54
|
|
480
|
|
65
|
|
483
|
Loss (gain) on the
early extinguishment of debt
|
—
|
|
4
|
|
(169)
|
|
96
|
Loss (gain) on the sale
of businesses, investments or other assets, net
|
—
|
|
—
|
|
2
|
|
(135)
|
Working capital
adjustments
|
32
|
|
12
|
|
141
|
|
(190)
|
Relocation receivables
(assets), net of securitization obligations
|
11
|
|
9
|
|
24
|
|
(52)
|
Free Cash
Flow
|
$
(13)
|
|
$
(53)
|
|
$
67
|
|
$
(159)
|
|
A reconciliation of Net
cash provided by (used in) operating activities to Free Cash Flow
is set forth in the following table:
|
|
Three Months
Ended
December 31,
|
|
Year Ended
December 31,
|
|
2023
|
|
2022
|
|
2023
|
|
2022
|
Net cash provided by
(used in) operating activities
|
$
62
|
|
$
(21)
|
|
$
187
|
|
$
(92)
|
Property and equipment
additions
|
(20)
|
|
(26)
|
|
(72)
|
|
(109)
|
Net change in
securitization obligations
|
(55)
|
|
(7)
|
|
(48)
|
|
44
|
Effect of exchange
rates on cash, cash equivalents and restricted cash
|
—
|
|
1
|
|
—
|
|
(2)
|
Free Cash
Flow
|
$
(13)
|
|
$
(53)
|
|
$
67
|
|
$
(159)
|
|
|
|
|
|
|
|
|
Net cash used in
investing activities
|
$
(20)
|
|
$
(30)
|
|
$
(59)
|
|
$
(55)
|
Net cash used in
financing activities
|
$
(81)
|
|
$
(9)
|
|
$
(227)
|
|
$
(376)
|
Table
8a
|
NON-GAAP
RECONCILIATION - SENIOR SECURED LEVERAGE RATIO
|
FOR THE YEAR ENDED
DECEMBER 31, 2023
|
(In
millions)
|
|
The senior secured
leverage ratio is tested quarterly pursuant to the terms of the
senior secured credit facilities*. For the trailing twelve-month
period ended December 31, 2023, Anywhere Real Estate Group LLC
("Anywhere Group") was required to maintain a senior secured
leverage ratio not to exceed 4.75 to 1.00. The senior secured
leverage ratio is measured by dividing Anywhere Group's total
senior secured net debt by the trailing twelve-month EBITDA
calculated on a Pro Forma Basis, as those terms are defined in the
Senior Secured Credit Agreement. Total senior secured net debt does
not include the 7.00% Senior Secured Second Lien Notes*, our
unsecured indebtedness, including the Unsecured Notes* and
Exchangeable Senior Notes*, or the securitization obligations.
EBITDA calculated on a Pro Forma Basis, as defined in the Senior
Secured Credit Agreement, includes the bank adjustments set forth
below. The Company was in compliance with the senior secured
leverage ratio covenant at December 31, 2023 with a ratio of
1.35x to 1.00.
|
|
A reconciliation of Net
loss attributable to Anywhere Group to EBITDA calculated on a Pro
Forma Basis, as those terms are defined in the Senior Secured
Credit Agreement, for the twelve-month period ended
December 31, 2023 is set forth in the following
table:
|
|
For the Year
Ended
|
|
December 31,
2023
|
Net loss attributable
to Anywhere Group (a)
|
$
(97)
|
Bank covenant
adjustments:
|
|
Income tax
benefit
|
(15)
|
Depreciation and
amortization
|
196
|
Interest expense,
net
|
151
|
Restructuring costs,
net
|
49
|
Impairments
|
65
|
Former parent legacy
cost, net
|
18
|
Gain on the early
extinguishment of debt
|
(169)
|
Pro forma effect of
business optimization initiatives (b)
|
32
|
Non-cash stock
compensation expense, other non-cash charges and extraordinary,
nonrecurring
or unusual charges (c)
|
74
|
Pro forma effect of
acquisitions and new franchisees (d)
|
2
|
Incremental
securitization interest costs (e)
|
11
|
EBITDA as defined
by the Senior Secured Credit Agreement*
|
$
317
|
Total senior secured
net debt (f)
|
$
429
|
Senior secured
leverage ratio*
|
1.35 x
|
_______________
(a)
|
Net loss attributable
to Anywhere Group consists of: (i) loss of $138 million for the
first quarter of 2023, (ii) income of $19 million for the second
quarter of 2023, (iii) income of $129 million for the third quarter
of 2023 and (iv) loss of $107 million for the fourth quarter of
2023.
|
(b)
|
Represents the
twelve-month pro forma effect of business optimization
initiatives.
|
(c)
|
Represents non-cash
long term incentive compensation charges, other non-cash charges
and extraordinary, nonrecurring or unusual litigation
charges.
|
(d)
|
Represents the
estimated impact of acquisitions and franchise sales activity, net
of brokerages that exited our franchise system, as if these changes
had occurred at the beginning of the trailing twelve-month period.
Franchisee sales activity is comprised of new franchise agreements
as well as growth through acquisitions and independent sales agent
recruitment by existing franchisees with our assistance. We have
made a number of assumptions in calculating such estimates and
there can be no assurance that we would have generated the
projected levels of Operating EBITDA had we owned the acquired
entities or entered into the franchise contracts as of the
beginning of the trailing twelve-month period.
|
(e)
|
Incremental borrowing
costs incurred as a result of the securitization facilities
refinancing for the twelve months ended December 31,
2023.
|
(f)
|
Represents total
borrowings secured by a first priority lien on our assets of $491
million under the Revolving Credit Facility and Term Loan A
Facility plus $21 million of finance lease obligations less $83
million of readily available cash as of December 31, 2023. Pursuant
to the terms of our senior secured credit facilities, total senior
secured net debt does not include our securitization obligations,
7.00% Senior Secured Second Lien Notes or unsecured indebtedness,
including the Unsecured Notes and Exchangeable Senior
Notes.
|
|
|
*
|
Our senior secured
credit facilities include the facilities under our Amended and
Restated Credit Agreement dated as of March 5, 2013, as amended
from time to time (the "Senior Secured Credit Agreement"), and the
Term Loan A Agreement dated as of October 23, 2015 (the "Term Loan
A Agreement"), as amended from time to time. Our Senior Secured
Second Lien Notes include our 7.00% Senior Secured Second Lien
Notes due in 2030. Our Unsecured Notes include our 5.75% Senior
Notes due 2029 and 5.25% Senior Notes due 2030. Exchangeable Senior
Notes refers to our 0.25% Exchangeable Senior Notes due
2026.
|
Table
8b
|
NET DEBT LEVERAGE
RATIO
FOR THE YEAR ENDED
DECEMBER 31, 2023
(In
millions)
|
|
Net corporate debt
(excluding securitizations) divided by EBITDA calculated on a Pro
Forma Basis, as those terms are defined in the Senior Secured
Credit Agreement, for the year ended December 31, 2023
(referred to as net debt leverage ratio) is set forth in the
following table:
|
|
|
|
As of December 31,
2023
|
Revolving Credit
Facility
|
|
$
285
|
Extended Term Loan
A
|
|
206
|
7.00% Senior Secured
Second Lien Notes
|
|
640
|
5.75% Senior
Notes
|
|
576
|
5.25% Senior
Notes
|
|
457
|
0.25% Exchangeable
Senior Notes
|
|
403
|
Finance lease
obligations
|
|
21
|
Corporate Debt
(excluding securitizations)
|
|
2,588
|
Less: Cash and cash
equivalents
|
|
106
|
Net Corporate Debt
(excluding securitizations)
|
|
$
2,482
|
|
|
|
EBITDA as defined by
the Senior Secured Credit Agreement (a)
|
|
$
317
|
|
|
|
Net Debt Leverage
Ratio
|
|
7.8 x
|
_______________
(a)
|
See Table 8a for a
reconciliation of Net loss attributable to Anywhere Group to EBITDA
as defined by the Senior Secured Credit Agreement.
|
Table 9
Non-GAAP Definitions
Adjusted net income (loss) is defined by us as net income (loss)
before: (a) mark-to-market interest rate swap adjustments, whose
fair value was subject to movements in LIBOR and the forward yield
curve and therefore were subject to significant fluctuations
(remaining interest rate swaps expired in November 2022); (b) former parent legacy items,
which pertain to liabilities of the former parent for matters prior
to mid-2006 and are non-operational in nature; (c) restructuring
charges as a result of initiatives currently in progress; (d)
impairments; (e) the (gain) loss on the early extinguishment of
debt that results from refinancing and deleveraging debt
initiatives; (f) the (gain) loss on the sale of businesses,
investments or other assets and (g) the tax effect of the foregoing
adjustments. We present Adjusted net income (loss) because we
believe this measure is useful as a supplemental measure in
evaluating the performance of our operating businesses and provides
greater transparency into our operating results.
Operating EBITDA is defined as net income (loss) adjusted for
depreciation and amortization, interest expense, net (excluding
relocation services interest for securitization assets and
securitization obligations), income taxes, and certain non-core
items. Non-core items include restructuring charges, former parent
legacy items, gains or losses on the early extinguishment of debt,
impairments, and gains or losses on discontinued operations or the
sale of businesses, investments or other assets. Operating EBITDA
is our primary non-GAAP measure.
We present Operating EBITDA because we believe it is useful as a
supplemental measure in evaluating the performance of our operating
businesses and provides greater transparency into our results of
operations. Our management, including our chief operating decision
maker, uses Operating EBITDA as a factor in evaluating the
performance of our business. Operating EBITDA should not be
considered in isolation or as a substitute for net income or other
statement of operations data prepared in accordance with GAAP.
We believe Operating EBITDA facilitates company-to-company
operating performance comparisons by backing out potential
differences caused by variations in capital structures (affecting
net interest expense), taxation, the age and book depreciation of
facilities (affecting relative depreciation expense) and the
amortization of intangibles, as well as other items that are not
core to the operating activities of the Company such as
restructuring charges, gains or losses on the early extinguishment
of debt, former parent legacy items, impairments, gains or losses
on discontinued operations and gains or losses on the sale of
businesses, investments or other assets, which may vary for
different companies for reasons unrelated to operating performance.
We further believe that Operating EBITDA is frequently used by
securities analysts, investors and other interested parties in
their evaluation of companies, many of which present an Operating
EBITDA measure when reporting their results.
Operating EBITDA has limitations as an analytical tool, and you
should not consider Operating EBITDA either in isolation or as a
substitute for analyzing our results as reported under GAAP. Some
of these limitations are:
- this measure does not reflect changes in, or cash required for,
our working capital needs;
- this measure does not reflect our interest expense (except for
interest related to our securitization obligations), or the cash
requirements necessary to service interest or principal payments on
our debt;
- this measure does not reflect our income tax expense or the
cash requirements to pay our taxes;
- this measure does not reflect historical cash expenditures or
future requirements for capital expenditures or contractual
commitments;
- although depreciation and amortization are non-cash charges,
the assets being depreciated and amortized will often require
replacement in the future, and this measure does not reflect any
cash requirements for such replacements; and
- other companies may calculate this measure differently so they
may not be comparable.
Free Cash Flow is defined as net income (loss) attributable to
Anywhere before income tax expense (benefit), income tax payments,
interest expense, net, cash interest payments, depreciation and
amortization, capital expenditures, restructuring costs and former
parent legacy costs (benefits), net of payments, impairments,
(gain) loss on the sale of businesses, investments or other assets,
(gain) loss on the early extinguishment of debt, working
capital adjustments and relocation receivables (assets), net
of change in securitization obligations. We use Free Cash Flow in
our internal evaluation of operating effectiveness and decisions
regarding the allocation of resources, as well as measuring the
Company's ability to generate cash. Since Free Cash Flow can be
viewed as both a performance measure and a cash flow measure, the
Company has provided a reconciliation to both net income
attributable to Anywhere and net cash provided by operating
activities. Free Cash Flow is not defined by GAAP and should not be
considered in isolation or as an alternative to net income (loss),
net cash provided by (used in) operating, investing and financing
activities or other financial data prepared in accordance with GAAP
or as an indicator of the Company's operating performance or
liquidity. Free Cash Flow may differ from similarly titled measures
presented by other companies.
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SOURCE Anywhere Real Estate Inc.