MADISON,
N.J., Feb. 13, 2025 /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, 2024.
"Anywhere showed up as a leader in 2024, delivering
industry-leading Operating EBITDA and seizing opportunities to
invest in our strategy and accelerate growth while proactively
navigating change," said Ryan
Schneider, Anywhere president and CEO. "We are excited to
leverage our competitive advantages in 2025, including building on
our luxury leadership momentum, innovating with generative AI to
deliver better experiences faster at lower costs, and capitalizing
on our position of strength to deliver value for our stakeholders
as we move real estate to what's next."
"In 2024, Anywhere overdelivered on cost savings and improved
our capital structure despite a challenging housing market," said
Charlotte Simonelli, Anywhere
executive vice president, chief financial officer, and treasurer.
"We continue to deliver meaningful results while positioning the
business for even greater growth and financial octane as the market
improves."
Effective December 31, 2024, the
Company updated its definitions of Operating EBITDA and Adjusted
net income (loss) to include adjustments for non-cash stock-based
compensation and certain legal matters that conform with similar
adjustments and measures disclosed by industry competitors.
Reconciliations of Operating EBITDA and Adjusted net income (loss)
to the most directly comparable GAAP measure are provided for all
periods presented. See Table 9 for further discussion.
Fourth Quarter 2024 Highlights
- Generated Revenue of $1.4
billion, an increase of $112
million year-over-year.
- Reported Net Loss of $64 million,
an improvement of $43 million.
Adjusted Net Loss of $49 million
improved $5 million versus 2023 (See
Table 1a).
- Operating EBITDA of $52 million,
up $24 million year-over-year (See
Table 5a).
- Combined closed transaction volume increased 13% year-over-year
with units up about 3% and price up 9%.
- Continued strength in luxury with Coldwell Banker Global
Luxury, Corcoran, and Sotheby's International Realty brands
significantly outperforming the market with closed transaction
volume increasing nearly 20% year-over-year.
- Grew our high-margin franchise network by adding 28 franchisees
in the fourth quarter of 2024.
- Agent commission splits of 80.3% in the fourth quarter were
down 7 basis points year-over-year. It is the 11th straight quarter
of stable commission splits at approximately 80%.
- The Company's preliminary January
2025 combined closed transaction volume was up approximately
12% year-over-year and January combined open transaction volume,
which represents new contracts and future closings, was up
approximately 4% year-over-year.
Full Year 2024 Highlights
- Generated Revenue of $5.7
billion, an increase of $56
million year-over-year.
- Reported Net Loss of $128
million, a decline of $31
million. Adjusted Net Loss of $78
million improved $4 million
versus 2023 (See Table 1a).
- Operating EBITDA of $290 million,
a $35 million increase year-over-year
driven by higher operating margins as we continue to improve our
cost structure (See Table 5b).
- Combined closed transaction volume increased 4% year-over-year
with units down about 3% and price up 7%.
- Continued strength in luxury with Coldwell Banker Global
Luxury, Corcoran, and Sotheby's International Realty brands
significantly outperforming the market with closed transaction
volume increasing nearly 10% year-over-year.
- Continued to lead the market in luxury homesales and expanded
our luxury leadership with new locations worldwide and gained
market share in the U.S.
- Grew our high-margin franchise network by adding 67 franchisees
in 2024.
- Realized cost savings of approximately $125 million in 2024, exceeding our initial
target by 25%.
- Agent commission splits of 80.3% on the full year increased 14
basis points year-over-year.
- Free Cash Flow of $50 million
versus $67 million in 2023 (See Table
7). Free Cash Flow was $70 million
before a $20 million litigation
settlement payment made in the second quarter.
- Anywhere was recognized by Forbes as a World's Best Employer
for the fourth consecutive year, in addition to continuing our
consistent track record for 13 years as a World's Most Ethical
Company and seven years as a Great Place to Work.
Fourth Quarter and Full Year 2024 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,
|
|
2024
|
|
2023
|
|
Change
|
|
%
Change
|
|
Revenue
|
$
1,362
|
|
$
1,250
|
|
$
112
|
|
9 %
|
|
Operating EBITDA
1, 2
|
52
|
|
28
|
|
24
|
|
86
|
|
Net loss attributable
to Anywhere
|
(64)
|
|
(107)
|
|
43
|
|
40
|
|
Adjusted net loss
1, 3
|
(49)
|
|
(54)
|
|
5
|
|
9
|
|
Loss per
share
|
(0.58)
|
|
(0.97)
|
|
0.39
|
|
40
|
|
Free Cash Flow
4
|
33
|
|
(13)
|
|
46
|
|
354
|
|
Net cash provided by
operating activities
|
$
67
|
|
$
62
|
|
$
5
|
|
8 %
|
|
|
|
|
|
|
|
|
|
Select Key
Drivers
|
|
|
|
|
|
|
|
|
Anywhere Brands -
Franchise Group 5,
6
|
|
|
|
|
|
|
|
|
Closed homesale
sides
|
171,609
|
|
165,815
|
|
|
|
3 %
|
|
Average homesale
price
|
$ 504,637
|
|
$ 460,438
|
|
|
|
10 %
|
|
Anywhere Advisors -
Owned Brokerage Group 6
|
|
|
|
|
|
|
|
|
Closed homesale
sides
|
59,388
|
|
57,546
|
|
|
|
3 %
|
|
Average homesale
price
|
$ 757,275
|
|
$ 692,791
|
|
|
|
9 %
|
|
Anywhere Integrated
Services - Title Group
|
|
|
|
|
|
|
|
|
Purchase title and
closing units
|
24,840
|
|
22,629
|
|
|
|
10 %
|
|
Refinance title and
closing units
|
3,145
|
|
2,040
|
|
|
|
54 %
|
|
|
Year Ended December
31,
|
|
2024
|
|
2023
|
|
Change
|
|
%
Change
|
|
Revenue
|
$
5,692
|
|
$
5,636
|
|
$
56
|
|
1 %
|
|
Operating EBITDA
1, 2
|
290
|
|
255
|
|
35
|
|
14
|
|
Net loss attributable
to Anywhere
|
(128)
|
|
(97)
|
|
(31)
|
|
(32)
|
|
Adjusted net loss
1, 3
|
(78)
|
|
(82)
|
|
4
|
|
5
|
|
Loss per
share
|
(1.15)
|
|
(0.88)
|
|
(0.27)
|
|
(31)
|
|
Free Cash Flow
4
|
50
|
|
67
|
|
(17)
|
|
(25)
|
|
Net cash provided by
operating activities
|
$
104
|
|
$
187
|
|
$
(83)
|
|
(44) %
|
|
|
|
|
|
|
|
|
|
Select Key
Drivers
|
|
|
|
|
|
|
|
|
Anywhere Brands -
Franchise Group 5,
6
|
|
|
|
|
|
|
|
|
Closed homesale
sides
|
700,589
|
|
720,853
|
|
|
|
(3) %
|
|
Average homesale
price
|
$ 497,494
|
|
$ 462,277
|
|
|
|
8 %
|
|
Anywhere Advisors -
Owned Brokerage Group 6
|
|
|
|
|
|
|
|
|
Closed homesale
sides
|
249,421
|
|
258,643
|
|
|
|
(4) %
|
|
Average homesale
price
|
$ 748,596
|
|
$ 696,992
|
|
|
|
7 %
|
|
Anywhere Integrated
Services - Title Group
|
|
|
|
|
|
|
|
|
Purchase title and
closing units
|
103,612
|
|
102,967
|
|
|
|
1 %
|
|
Refinance title and
closing units
|
10,225
|
|
8,850
|
|
|
|
16 %
|
|
_______________
|
|
Footnotes:
|
|
1
Effective December 31, 2024, the Company updated its definitions of
Operating EBITDA and Adjusted net income (loss) to include
adjustments for non-cash stock-based compensation and legal
contingencies unrelated to normal operations which currently
includes industry-wide antitrust lawsuits and class action lawsuits
to conform with similar adjustments and measures disclosed by
industry competitors. These changes have been applied
retrospectively to prior periods to enhance comparability. The
inclusion of these adjustments does not materially affect
segment-level trends or conclusions previously disclosed. See Table
9 for further discussion.
|
|
2 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 non-cash
stock-based compensation, restructuring charges, impairments,
former parent legacy items, legal contingencies unrelated to normal
operations which currently includes industry-wide antitrust
lawsuits and class action lawsuits, gains or losses on the early
extinguishment of debt, and gains or losses on discontinued
operations or the sale of businesses, investments or other
assets.
|
|
3 See
Table 1a for a reconciliation of Net loss attributable to Anywhere
to Adjusted net loss. Adjusted net income (loss) is defined as net
income (loss) before mark-to-market interest rate swap adjustments,
non-cash stock-based compensation, restructuring charges,
impairments, former parent legacy items, legal contingencies
unrelated to normal operations which currently includes
industry-wide antitrust lawsuits and class action lawsuits, (gain)
loss on the early extinguishment of debt, (gain) loss on the sale
of businesses, investments or other assets and the tax effect of
the foregoing adjustments.
|
|
4 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.
|
|
5 Includes all franchisees
except for Owned Brokerage Group.
|
|
6 As
of December 31, 2024, the Company's combined homesale
transaction volume (transaction sides multiplied by average sale
price) increased 13% compared with the fourth quarter of 2023 and
increased 4% compared with the year ended December 31,
2023.
|
2025 Financial Estimates
The Company expects to realize further cost savings of
approximately $100 million in 2025,
which we expect will be offset in part by inflationary pressures
and investments as we look to make significant progress
transforming our business.
The Company expects Operating EBITDA for full year 2025 to be
about $350 million. The largest
variable in this estimate is the performance of the housing market.
The Company expects normal seasonal volumes throughout the
year.
The Company expects its Free Cash Flow excluding one-time items
to be similar to 2024. Free cash flow, like Operating EBITDA, is
driven by the overall housing market and may be impacted by
additional investments we make to drive growth and advance our
technology strategy.
The one-time items are estimated to be approximately
$115 million and consist of three
items. First, the final $54 million
payment towards our antitrust litigation settlement will be due
when appeals are resolved, the timing of which is uncertain (but is
not expected any earlier than mid-2025). Second, approximately
$40 million for a 1999 Cendant legacy
tax matter (due once statutory notice is received, which we have
assumed will occur in 2025). Third, a $20
million payment for the January
2025 settlement of the Company's TCPA litigation, subject to
preliminary and final court approval (with final court approval and
payment estimated to occur in the third quarter of 2025).
These estimates are subject to, among other things,
macroeconomic and housing market uncertainties, including those
related to declining affordability, constrained inventory as well
as the potential impact from the California wildfires, and 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
$2.4 billion at December 31,
2024. The Company ended the quarter with cash and cash equivalents
of $118 million. The Company's Senior
Secured Leverage Ratio was 1.22x at December 31, 2024 (see
Table 8a). The Company's Net Debt Leverage Ratio was 7.2x at
December 31, 2024 (see Table 8b).
As of February 12, 2025 the
Company had $575 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 13, at 8:30 a.m.
(ET), Anywhere will hold a conference call via webcast to
review its fourth quarter and full year 2024 results and provide a
business update. The webcast will be hosted by Ryan Schneider, chief executive officer and
president, and Charlotte Simonelli,
chief financial officer, and will conclude with an investor Q&A
period with management.
To access the live webcast of the conference call or to view a
replay, visit the company's investor relations website at
https://ir.anywhere.re/.
The conference call can also be accessed by registering online
at the Event Registration Page, at which time registrants will
receive dial-in information as well as a conference ID.
Registration can be completed in advance of the conference
call.
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 179,200 independent sales agents in the U.S. and
approximately 132,700 independent sales agents in 118 other
countries and territories, helping them build stronger businesses
and best serve today's consumers. Recognized for 13 consecutive
years as one of the World's Most Ethical Companies, Anywhere has
also been designated a Great Place to Work seven years in a row,
honored on the Forbes list of World's Best Employers for four
years, named one of America's Most Innovative Companies by Fortune
for two years, and featured by Newsweek as one of the World's Most
Trustworthy Companies.
Forward-Looking Statements
This press release contains "forward-looking statements,"
within the meaning of the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as: "believes",
"expects", "anticipates", "intends", "projects", "estimates",
"potential" and "plans" and similar expressions or future or
conditional verbs such as "will", "should", "would", "may" and
"could", and include statements that refer to expectations or other
characterizations of future events, circumstances or results.
Examples of forward-looking statements include the information
appearing under 2025 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:
downturns and disruptions in the residential real estate market,
which could include, but are not limited to, factors that impact
homesale transaction volume, such as: prolonged periods of a high
mortgage rate and/or high inflation rate environment, continued or
accelerated reductions in housing affordability, insufficient or
excessive inventory and continued or accelerated declines, the
absence of significant increases in the number of home sales,
stagnant or declining home prices, or changes in consumer
preferences in the U.S.; 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; changes to industry rules or practices that
prohibit, restrict or adversely alter policies, practices, rules or
regulations governing the functioning of the residential real
estate market (regardless of whether such changes are driven by
regulatory action, litigation outcomes, or otherwise); the impact
of evolving competitive and consumer dynamics, including:
meaningful decreases in the average broker commission rate,
continued erosion of the Company's share of the commission income
generated by homesale transactions, our ability to compete against
traditional and non-traditional competitors, our ability to adapt
our business to changing consumer preferences, or further
disruption in the residential real estate brokerage industry
related to listing aggregator market power and concentration; our
ability to execute our business strategy, including with respect to
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, develop or procure
products, services and technology that support our strategic
initiatives, successfully adopt and integrate artificial
intelligence and similar technology into our products and services,
or achieve or maintain cost savings and other benefits from our
cost-saving initiatives; adverse developments or outcomes in large
scale litigation, involving significant claims, such as antitrust
litigation and litigation related to the Telephone Consumer
Protection Act (TCPA); risks related to our substantial
indebtedness, particularly heightened during industry downturns or
broader recessions, which could adversely limit our operations,
including our ability to grow our business, whether organically or
via acquisitions, adversely impact our liquidity and/or adversely
impact our ability, and any actions we may take, to refinance,
restructure or repay our indebtedness; risks related to our
business structure, including: the operating results of
affiliated franchisees and their ability to pay franchise and
related fees, continued consolidation among our top 250
franchisees, the geographic and high-end market concentration of
our company owned brokerages, the loss of our largest real estate
benefit program client or continued reduction in spending on
relocation services, the failure of third-party vendors or partners
to perform as expected or our failure to adequately monitor them,
our ability to continue to securitize certain of the relocation
assets of Cartus; 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 cybersecurity laws and regulations;
cybersecurity incidents; impacts from severe weather events,
natural disasters and other catastrophic events, such as the
wildfires recently impacting California; impairment of our goodwill and
other long-lived assets; the accuracy of market forecasts and
estimates; and significant fluctuation in the price of our common
stock.
Consideration should be given to the areas of risk described
above, as well as those risks set forth under the headings
"Forward-Looking Statements," "Summary of Risk Factors," "Risk
Factors" and "Legal Proceedings" in our filings with the Securities
and Exchange Commission, including our Quarterly Reports on Form
10-Q for the quarters ended March 31,
2024, June 30, 2024 and
September 30, 2024, and our Annual
Report on Form 10-K for the year ended December 31, 2023, and
our other filings made from time to time, in connection with
considering any forward-looking statements that may be made by us
and our businesses generally. We undertake no obligation to release
publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events except
as required by law.
Non-GAAP Financial Measures
This release includes certain non-GAAP financial measures as
defined under SEC rules. As required by SEC rules,
important information regarding such measures is contained in the
Tables attached to this release. See
Tables 8a, 8b and 9 for
definitions of these non-GAAP financial measures and Tables 1a, 5a,
5b, 6a, 6b, 7, 8a and 8b
for reconciliations of the historical non-GAAP financial measures
to their most comparable GAAP terms.
Reconciliations of the Company's estimates of 2025 Operating
EBITDA and full-year Free Cash Flow excluding one-time items, which
are each non-GAAP financial measures, to estimated net income
(loss) attributable to Anywhere are not provided because of the
difficulty in forecasting and quantifying the items that would be
necessary for such reconciliations. The Company also believes that
providing estimates of the amounts that would be required to
provide such reconciliations would imply a degree of precision that
would be confusing or misleading to investors. These items are
uncertain, depend on various factors and may have a material impact
on GAAP results.
|
Investor
Contacts:
|
Media
Contacts:
|
|
Alicia Swift
|
Trey Sarten
|
|
(973)
407-4669
|
(973)
407-2162
|
|
Alicia.Swift@anywhere.re
|
Trey.Sarten@anywhere.re
|
|
|
|
Tim Swanson
|
Gabriella
Chiera
|
|
(973)
407-2612
|
(973)
407-5236
|
|
Tim.Swanson@anywhere.re
|
Gabriella.Chiera@anywhere.re
|
|
Table
1
|
|
|
ANYWHERE REAL ESTATE
INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS
(In millions, except
per share data)
|
|
|
Three Months
Ended
December 31,
|
|
Year Ended
December 31,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
Revenues
|
|
|
|
|
|
|
|
|
Gross commission
income
|
$
1,104
|
|
$
1,011
|
|
$
4,629
|
|
$
4,570
|
|
Service
revenue
|
140
|
|
124
|
|
574
|
|
569
|
|
Franchise
fees
|
87
|
|
81
|
|
356
|
|
351
|
|
Other
|
31
|
|
34
|
|
133
|
|
146
|
|
Net revenues
|
1,362
|
|
1,250
|
|
5,692
|
|
5,636
|
|
Expenses
|
|
|
|
|
|
|
|
|
Commission and other
agent-related costs
|
886
|
|
812
|
|
3,718
|
|
3,664
|
|
Operating
|
280
|
|
278
|
|
1,125
|
|
1,147
|
|
Marketing
|
52
|
|
54
|
|
195
|
|
215
|
|
General and
administrative
|
89
|
|
91
|
|
392
|
|
422
|
|
Former parent legacy
cost, net
|
1
|
|
1
|
|
2
|
|
18
|
|
Restructuring costs,
net
|
8
|
|
9
|
|
32
|
|
49
|
|
Impairments
|
11
|
|
54
|
|
20
|
|
65
|
|
Depreciation and
amortization
|
47
|
|
47
|
|
198
|
|
196
|
|
Interest expense,
net
|
36
|
|
37
|
|
153
|
|
151
|
|
Gain on the early
extinguishment of debt
|
—
|
|
—
|
|
(7)
|
|
(169)
|
|
Other expense
(income), net
|
1
|
|
(1)
|
|
—
|
|
—
|
|
Total
expenses
|
1,411
|
|
1,382
|
|
5,828
|
|
5,758
|
|
Loss before income
taxes, equity in losses (earnings) and noncontrolling
interests
|
(49)
|
|
(132)
|
|
(136)
|
|
(122)
|
|
Income tax expense
(benefit)
|
13
|
|
(22)
|
|
(2)
|
|
(15)
|
|
Equity in losses
(earnings) of unconsolidated entities
|
1
|
|
(2)
|
|
(7)
|
|
(9)
|
|
Net
loss
|
(63)
|
|
(108)
|
|
(127)
|
|
(98)
|
|
Less: Net (income) loss
attributable to noncontrolling interests
|
(1)
|
|
1
|
|
(1)
|
|
1
|
|
Net loss
attributable to Anywhere
|
$
(64)
|
|
$
(107)
|
|
$
(128)
|
|
$
(97)
|
|
|
|
|
|
|
|
|
|
Loss per share
attributable to Anywhere shareholders:
|
|
Basic loss per
share
|
$
(0.58)
|
|
$
(0.97)
|
|
$
(1.15)
|
|
$
(0.88)
|
|
Diluted loss per
share
|
$
(0.58)
|
|
$
(0.97)
|
|
$
(1.15)
|
|
$
(0.88)
|
|
Weighted average
common and common equivalent shares of Anywhere
outstanding:
|
|
Basic
|
111.3
|
|
110.5
|
|
111.1
|
|
110.3
|
|
Diluted
|
111.3
|
|
110.5
|
|
111.1
|
|
110.3
|
|
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 as defined in Table 9 for the three-month
periods and years ended December 31, 2024 and 2023:
|
|
|
Three Months
Ended
December 31,
|
|
Year Ended
December 31,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
Net loss
attributable to Anywhere
|
$
(64)
|
|
$
(107)
|
|
$
(128)
|
|
$
(97)
|
|
Addback:
|
|
|
|
|
|
|
|
|
Stock-based
compensation (a)
|
5
|
|
—
|
|
17
|
|
12
|
|
Restructuring costs,
net (b)
|
8
|
|
9
|
|
32
|
|
49
|
|
Impairments
(c)
|
11
|
|
54
|
|
20
|
|
65
|
|
Former parent legacy
cost, net (d)
|
1
|
|
1
|
|
2
|
|
18
|
|
Legal contingencies
(e)
|
(8)
|
|
9
|
|
2
|
|
43
|
|
Gain on the early
extinguishment of debt (f)
|
—
|
|
—
|
|
(7)
|
|
(169)
|
|
Loss on the sale of
businesses, investments or other assets, net
|
3
|
|
—
|
|
3
|
|
2
|
|
Adjustments for tax
effect (g)
|
(5)
|
|
(20)
|
|
(19)
|
|
(5)
|
|
Adjusted net loss
attributable to Anywhere
|
$
(49)
|
|
$
(54)
|
|
$
(78)
|
|
$
(82)
|
|
_______________
|
|
(a)
|
Stock-based
compensation is a non-cash expense that is based on grant date fair
value, which is influenced by the Company's stock price, and
recognized over the requisite service period.
|
|
(b)
|
Restructuring costs are
approximately half personnel-related, including severance costs
primarily to streamline finance and other administrative functions,
and half facility-related, including costs incurred to reduce our
brokerage operating model to align with the industry as well as our
Corporate headquarters footprint.
|
|
(c)
|
Non-cash impairments in
2024 relate to leases and other assets. In 2023, these relate to a
$25 million impairment at Franchise Group to reduce goodwill
related to Cartus, a $25 million impairment of franchise trademarks
and impairments of leases and other assets.
|
|
(d)
|
Former parent legacy
items relate to a legacy tax matter.
|
|
(e)
|
Legal contingencies do
not include cases that are part of our normal operating activities
or legal expenses incurred in the ordinary course of business. See
Table 9 for further discussion.
|
|
(f)
|
The gain on the early
extinguishment of debt relates to the repurchases of Unsecured
Notes that occurred during the third quarter of 2024, as well as
the debt exchange transactions and open market repurchases that
occurred during the third quarter of 2023.
|
|
(g)
|
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,
|
|
2024
|
|
2023
|
|
ASSETS
|
|
|
|
|
Current
assets:
|
|
|
|
|
Cash and cash
equivalents
|
$
118
|
|
$
106
|
|
Restricted
cash
|
6
|
|
13
|
|
Trade receivables (net
of allowance for doubtful accounts of $17 and $18)
|
101
|
|
105
|
|
Relocation
receivables
|
150
|
|
138
|
|
Other current
assets
|
206
|
|
218
|
|
Total current
assets
|
581
|
|
580
|
|
Property and equipment,
net
|
247
|
|
280
|
|
Operating lease assets,
net
|
331
|
|
380
|
|
Goodwill
|
2,499
|
|
2,499
|
|
Trademarks
|
584
|
|
586
|
|
Franchise agreements,
net
|
821
|
|
887
|
|
Other intangibles,
net
|
106
|
|
127
|
|
Other non-current
assets
|
467
|
|
500
|
|
Total
assets
|
$
5,636
|
|
$
5,839
|
|
LIABILITIES AND
EQUITY
|
|
|
|
|
Current
liabilities:
|
|
|
|
|
Accounts
payable
|
$
101
|
|
$
99
|
|
Securitization
obligations
|
140
|
|
115
|
|
Current portion of
long-term debt
|
490
|
|
307
|
|
Current portion of
operating lease liabilities
|
105
|
|
113
|
|
Accrued expenses and
other current liabilities
|
553
|
|
573
|
|
Total current
liabilities
|
1,389
|
|
1,207
|
|
Long-term
debt
|
2,031
|
|
2,235
|
|
Long-term operating
lease liabilities
|
284
|
|
333
|
|
Deferred income
taxes
|
207
|
|
207
|
|
Other non-current
liabilities
|
155
|
|
176
|
|
Total
liabilities
|
4,066
|
|
4,158
|
|
Commitments and
contingencies
|
|
|
|
|
Equity:
|
|
|
|
|
Anywhere preferred
stock: $0.01 par value; 50,000,000 shares authorized, none issued
and
outstanding at December 31, 2024 and December 31,
2023
|
—
|
|
—
|
|
Anywhere common stock:
$0.01 par value; 400,000,000 shares authorized, 111,261,825
shares
issued and outstanding at December 31, 2024 and 110,488,093
shares issued and outstanding
at December 31, 2023
|
1
|
|
1
|
|
Additional paid-in
capital
|
4,827
|
|
4,813
|
|
Accumulated
deficit
|
(3,219)
|
|
(3,091)
|
|
Accumulated other
comprehensive loss
|
(42)
|
|
(44)
|
|
Total stockholders'
equity
|
1,567
|
|
1,679
|
|
Noncontrolling
interests
|
3
|
|
2
|
|
Total
equity
|
1,570
|
|
1,681
|
|
Total liabilities
and equity
|
$
5,636
|
|
$
5,839
|
|
Table
3
|
|
|
ANYWHERE REAL ESTATE
INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(In
millions)
|
|
|
Year Ended December
31,
|
|
2024
|
|
2023
|
|
Operating
Activities
|
|
|
|
|
Net loss
|
$
(127)
|
|
$
(98)
|
|
Adjustments to
reconcile net loss to net cash provided by operating
activities:
|
|
|
|
Depreciation and
amortization
|
198
|
|
196
|
|
Deferred income
taxes
|
(2)
|
|
(33)
|
|
Impairments
|
20
|
|
65
|
|
Amortization of
deferred financing costs and debt premium
|
8
|
|
8
|
|
Gain on the early
extinguishment of debt
|
(7)
|
|
(169)
|
|
Loss on the sale of
businesses, investments or other assets, net
|
3
|
|
2
|
|
Equity in earnings of
unconsolidated entities
|
(7)
|
|
(9)
|
|
Stock-based
compensation
|
17
|
|
12
|
|
Other adjustments to
net loss
|
(2)
|
|
(6)
|
|
Net change in assets
and liabilities, excluding the impact of acquisitions and
dispositions:
|
|
Trade
receivables
|
4
|
|
97
|
|
Relocation
receivables
|
(12)
|
|
72
|
|
Other
assets
|
93
|
|
105
|
|
Accounts payable,
accrued expenses and other liabilities
|
(65)
|
|
(47)
|
|
Dividends received from
unconsolidated entities
|
3
|
|
8
|
|
Other, net
|
(20)
|
|
(16)
|
|
Net cash provided by
operating activities
|
104
|
|
187
|
|
Investing
Activities
|
|
|
|
|
Property and equipment
additions
|
(78)
|
|
(72)
|
|
Payments for
acquisitions, net of cash acquired
|
—
|
|
(1)
|
|
Net proceeds from the
sale of businesses
|
—
|
|
8
|
|
Investment in
unconsolidated entities
|
—
|
|
(1)
|
|
Proceeds from the sale
of investments in unconsolidated entities
|
—
|
|
6
|
|
Other, net
|
1
|
|
1
|
|
Net cash used in
investing activities
|
(77)
|
|
(59)
|
|
Financing
Activities
|
|
|
|
|
Net change in Revolving
Credit Facility
|
205
|
|
(65)
|
|
Repayment of Term Loan
A Facility
|
(194)
|
|
—
|
|
Proceeds from issuance
of Senior Secured Second Lien Notes
|
—
|
|
640
|
|
Repurchases and
redemption of Senior Notes
|
(19)
|
|
(688)
|
|
Amortization payments
on term loan facilities
|
(12)
|
|
(16)
|
|
Net change in
securitization obligations
|
25
|
|
(48)
|
|
Debt issuance
costs
|
—
|
|
(13)
|
|
Cash paid for fees
associated with early extinguishment of debt
|
—
|
|
(2)
|
|
Taxes paid related to
net share settlement for stock-based compensation
|
(3)
|
|
(4)
|
|
Other, net
|
(23)
|
|
(31)
|
|
Net cash used in
financing activities
|
(21)
|
|
(227)
|
|
Effect of changes in
exchange rates on cash, cash equivalents and restricted
cash
|
(1)
|
|
—
|
|
Net increase (decrease)
in cash, cash equivalents and restricted cash
|
5
|
|
(99)
|
|
Cash, cash equivalents
and restricted cash, beginning of period
|
119
|
|
218
|
|
Cash, cash
equivalents and restricted cash, end of period
|
$
124
|
|
$
119
|
|
|
|
|
|
Supplemental
Disclosure of Cash Flow Information
|
|
|
|
|
Interest payments
(including securitization interest of $10 and $12
respectively)
|
$
158
|
|
$
168
|
|
Income tax payments,
net
|
1
|
|
14
|
|
Table
4a
|
|
|
ANYWHERE REAL ESTATE
INC.
2024 KEY
DRIVERS
|
|
|
Quarter
Ended
|
|
Year
Ended
|
|
March 31,
2024
|
|
June 30,
2024
|
|
September
30,
2024
|
|
December 31,
2024
|
|
December 31,
2024
|
|
Anywhere Brands -
Franchise Group (a)
|
|
|
|
|
|
|
|
|
|
|
Closed homesale
sides
|
144,775
|
|
194,372
|
|
189,833
|
|
171,609
|
|
700,589
|
|
Average homesale
price
|
$ 470,119
|
|
$ 506,676
|
|
$ 502,512
|
|
$ 504,637
|
|
$ 497,494
|
|
Average homesale broker
commission rate
|
2.43 %
|
|
2.42 %
|
|
2.41 %
|
|
2.39 %
|
|
2.41 %
|
|
Net royalty per
side
|
$
417
|
|
$
462
|
|
$
456
|
|
$
446
|
|
$
447
|
|
Anywhere Advisors -
Owned Brokerage Group
|
|
|
|
|
|
|
|
|
|
|
Closed homesale
sides
|
50,513
|
|
71,895
|
|
67,625
|
|
59,388
|
|
249,421
|
|
Average homesale
price
|
$ 709,506
|
|
$ 775,453
|
|
$ 741,623
|
|
$ 757,275
|
|
$ 748,596
|
|
Average homesale broker
commission rate
|
2.41 %
|
|
2.36 %
|
|
2.36 %
|
|
2.35 %
|
|
2.37 %
|
|
Gross commission income
per side
|
$
17,946
|
|
$
19,141
|
|
$
18,376
|
|
$
18,577
|
|
$
18,557
|
|
Anywhere Integrated
Services - Title Group
|
|
|
|
|
|
|
|
|
|
|
Purchase title and
closing units
|
21,325
|
|
29,816
|
|
27,631
|
|
24,840
|
|
103,612
|
|
Refinance title and
closing units
|
2,025
|
|
2,394
|
|
2,661
|
|
3,145
|
|
10,225
|
|
Average fee per closing
unit
|
$ 3,208
|
|
$ 3,323
|
|
$ 3,361
|
|
$ 3,428
|
|
$ 3,341
|
|
_______________
|
|
(a) Includes all
franchisees except for Owned Brokerage Group.
|
|
Table
4b
|
|
|
ANYWHERE REAL ESTATE
INC.
2023 KEY
DRIVERS
|
|
|
Quarter
Ended
|
Year
Ended
|
|
March 31,
2023
|
|
June 30,
2023
|
|
September
30,
2023
|
|
December 31,
2023
|
|
December 31,
2023
|
|
Anywhere Brands -
Franchise Group (a)
|
|
|
|
|
|
|
|
|
|
|
Closed homesale
sides
|
150,491
|
|
203,928
|
|
200,619
|
|
165,815
|
|
720,853
|
|
Average homesale
price
|
$ 437,964
|
|
$ 473,312
|
|
$ 470,818
|
|
$ 460,438
|
|
$ 462,277
|
|
Average homesale broker
commission rate
|
2.46 %
|
|
2.46 %
|
|
2.45 %
|
|
2.45 %
|
|
2.45 %
|
|
Net royalty per
side
|
$
392
|
|
$
451
|
|
$
442
|
|
$
429
|
|
$
431
|
|
Anywhere Advisors -
Owned Brokerage Group
|
|
|
|
|
|
|
|
|
|
|
Closed homesale
sides
|
53,797
|
|
75,506
|
|
71,794
|
|
57,546
|
|
258,643
|
|
Average homesale
price
|
$ 663,223
|
|
$ 709,764
|
|
$ 712,232
|
|
$ 692,791
|
|
$ 696,992
|
|
Average homesale broker
commission rate
|
2.41 %
|
|
2.43 %
|
|
2.41 %
|
|
2.42 %
|
|
2.42 %
|
|
Gross commission income
per side
|
$
16,776
|
|
$
18,059
|
|
$
18,013
|
|
$
17,558
|
|
$
17,668
|
|
Anywhere Integrated
Services - Title Group
|
|
|
|
|
|
|
|
|
|
|
Purchase title and
closing units
|
21,749
|
|
30,136
|
|
28,453
|
|
22,629
|
|
102,967
|
|
Refinance title and
closing units
|
2,198
|
|
2,308
|
|
2,304
|
|
2,040
|
|
8,850
|
|
Average fee per closing
unit
|
$ 3,129
|
|
$ 3,202
|
|
$ 3,187
|
|
$ 3,216
|
|
$ 3,185
|
|
_______________
|
|
(a) Includes all
franchisees except for Owned Brokerage Group.
|
|
Table
5a
|
|
|
ANYWHERE REAL ESTATE
INC.
NON-GAAP
RECONCILIATION - OPERATING EBITDA
THREE MONTHS ENDED
DECEMBER 31, 2024 AND 2023
(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, 2024 and 2023:
|
|
|
Three Months Ended
December 31,
|
|
2024
|
|
2023
|
|
Net loss attributable
to Anywhere
|
$
(64)
|
|
$
(107)
|
|
Income tax expense
(benefit)
|
13
|
|
(22)
|
|
Loss before income
taxes
|
(51)
|
|
(129)
|
|
Add: Depreciation
and amortization
|
47
|
|
47
|
|
Interest expense,
net
|
36
|
|
37
|
|
Stock-based
compensation (a)
|
5
|
|
—
|
|
Restructuring costs,
net (b)
|
8
|
|
9
|
|
Impairments
(c)
|
11
|
|
54
|
|
Former parent legacy
cost, net (d)
|
1
|
|
1
|
|
Legal contingencies
(e)
|
(8)
|
|
9
|
|
Loss on the sale of
businesses, investments or other assets, net
|
3
|
|
—
|
|
Operating
EBITDA
|
$
52
|
|
$
28
|
|
_______________
|
|
(a)
|
Stock-based
compensation is a non-cash expense that is based on grant date fair
value, which is influenced by the Company's stock price, and
recognized over the requisite service period. This expense is
primarily related to Corporate and Other.
|
|
(b)
|
Restructuring costs are
approximately half personnel-related, including severance costs
primarily to streamline finance and other administrative functions,
and half facility-related, including costs incurred to reduce our
brokerage operating model to align with the industry as well as our
Corporate headquarters footprint.
|
|
Restructuring charges
incurred for the three months ended December 31, 2024 include $5
million at Owned Brokerage Group and $3 million in Corporate and
Other. 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
in Corporate and Other.
|
|
(c)
|
Non-cash impairments
for the three months ended December 31, 2024 primarily related to
leases and other assets. 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.
|
|
(d)
|
Former parent legacy
items are recorded in Corporate and Other.
|
|
(e)
|
Legal contingencies do
not include cases that are part of our normal operating activities
or legal expenses incurred in the ordinary course of business. See
Table 9 for further discussion.
|
|
The following table
reflects Revenue, Operating EBITDA and Operating EBITDA margin,
both as defined in Table 9, for each of the Company's reportable
segments and Corporate and Other:
|
|
Revenues
(b)
|
|
$
Change
|
|
%
Change
|
|
Operating
EBITDA
|
|
$
Change
|
|
%
Change
|
|
Operating EBITDA
Margin
|
|
Change
|
|
2024
|
|
2023
|
|
|
|
2024
|
|
2023
|
|
|
|
2024
|
|
2023
|
|
|
Franchise
Group
|
$ 229
|
|
$ 221
|
|
$ 8
|
|
4 %
|
|
$ 121
|
|
$ 110
|
|
$ 11
|
|
10 %
|
|
53 %
|
|
50 %
|
|
3
|
|
Owned Brokerage
Group
|
1,118
|
|
1,024
|
|
94
|
|
9
|
|
(27)
|
|
(43)
|
|
16
|
|
37
|
|
(2)
|
|
(4)
|
|
2
|
|
Title Group
|
92
|
|
75
|
|
17
|
|
23
|
|
(9)
|
|
(12)
|
|
3
|
|
25
|
|
(10)
|
|
(16)
|
|
6
|
|
Corporate and Other
(a)
|
(77)
|
|
(70)
|
|
(7)
|
|
(b)
|
|
(33)
|
|
(27)
|
|
(6)
|
|
(22)
|
|
|
|
|
|
|
|
Total
Company
|
$
1,362
|
|
$
1,250
|
|
$
112
|
|
9 %
|
|
$ 52
|
|
$ 28
|
|
$ 24
|
|
86 %
|
|
4 %
|
|
2 %
|
|
2
|
|
_______________
|
|
(a)
|
Corporate and Other
includes the Company's intersegment revenues which are eliminated
and various unallocated corporate expenses.
|
|
(b)
|
Revenues include the
elimination of transactions between segments, which consists of
intercompany royalties and marketing fees paid by Owned Brokerage
Group of $77 million and $70 million during the three months ended
December 31, 2024 and 2023, respectively, and are eliminated in the
Corporate and Other line.
|
|
Table
5b
|
|
|
ANYWHERE REAL ESTATE
INC.
NON-GAAP
RECONCILIATION - OPERATING EBITDA
FOR THE YEARS ENDED
DECEMBER 31, 2024 AND 2023
(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, 2024 and 2023:
|
|
|
Year Ended December
31,
|
|
2024
|
|
2023
|
|
Net loss attributable
to Anywhere
|
$
(128)
|
|
$
(97)
|
|
Income tax
benefit
|
(2)
|
|
(15)
|
|
Loss before income
taxes
|
(130)
|
|
(112)
|
|
Add: Depreciation
and amortization
|
198
|
|
196
|
|
Interest expense,
net
|
153
|
|
151
|
|
Stock-based
compensation (a)
|
17
|
|
12
|
|
Restructuring costs,
net (b)
|
32
|
|
49
|
|
Impairments
(c)
|
20
|
|
65
|
|
Former parent legacy
cost, net (d)
|
2
|
|
18
|
|
Legal contingencies
(e)
|
2
|
|
43
|
|
Gain on the early
extinguishment of debt (f)
|
(7)
|
|
(169)
|
|
Loss on the sale of
businesses, investments or other assets, net
|
3
|
|
2
|
|
Operating
EBITDA
|
$
290
|
|
$
255
|
|
_______________
|
|
(a)
|
Stock-based
compensation is a non-cash expense that is based on grant date fair
value, which is influenced by the Company's stock price, and
recognized over the requisite service period. This expense is
primarily related to Corporate and Other.
|
|
(b)
|
Restructuring costs are
approximately half personnel-related, including severance costs
primarily to streamline finance and other administrative functions,
and half facility-related, including costs incurred to reduce our
brokerage operating model to align with the industry as well as our
Corporate headquarters footprint.
|
|
Restructuring charges
incurred for the year ended December 31, 2024 include $4 million at
Franchise Group, $15 million at Owned Brokerage Group, $1 million
at Title Group and $12 million in Corporate and Other.
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 in
Corporate and Other.
|
|
(c)
|
Non-cash impairments
for the year ended December 31, 2024 primarily related to leases
and other assets. 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.
|
|
(d)
|
Former parent legacy
items are recorded in Corporate and Other and relate to a legacy
tax matter.
|
|
(e)
|
Legal contingencies do
not include cases that are part of our normal operating activities
or legal expenses incurred in the ordinary course of business. See
Table 9 for further discussion. Includes $2 million in Corporate
and Other for the year ended December 31, 2024 and $34 million and
$9 million in Corporate and Other and Brokerage Group,
respectively, for the year ended December 31, 2023.
|
|
(f)
|
Gain on the early
extinguishment of debt is recorded in Corporate and Other. The gain
on the early extinguishment of debt relates to the repurchases of
Unsecured Notes that occurred during the third quarter of 2024, as
well as the debt exchange transactions and open market repurchases
that occurred during the third quarter of 2023.
|
|
The following table
reflects Revenue, Operating EBITDA and Operating EBITDA margin,
both as defined in Table 9, for each of the Company's reportable
segments and Corporate and Other:
|
|
Revenues
(b)
|
|
$
Change
|
|
%
Change
|
|
Operating
EBITDA
|
|
$
Change
|
|
%
Change
|
|
Operating EBITDA
Margin
|
|
Change
|
|
2024
|
|
2023
|
|
|
|
2024
|
|
2023
|
|
|
|
2024
|
|
2023
|
|
|
Franchise
Group
|
$ 961
|
|
$ 983
|
|
$ (22)
|
|
(2) %
|
|
$ 521
|
|
$ 527
|
|
$ (6)
|
|
(1) %
|
|
54 %
|
|
54 %
|
|
—
|
|
Owned Brokerage
Group
|
4,688
|
|
4,628
|
|
60
|
|
1
|
|
(93)
|
|
(135)
|
|
42
|
|
31
|
|
(2)
|
|
(3)
|
|
1
|
|
Title Group
|
362
|
|
340
|
|
22
|
|
6
|
|
(13)
|
|
(16)
|
|
3
|
|
19
|
|
(4)
|
|
(5)
|
|
1
|
|
Corporate and Other
(a)
|
(319)
|
|
(315)
|
|
(4)
|
|
(b)
|
|
(125)
|
|
(121)
|
|
(4)
|
|
(3)
|
|
|
|
|
|
|
|
Total
Company
|
$
5,692
|
|
$
5,636
|
|
$ 56
|
|
1 %
|
|
$ 290
|
|
$ 255
|
|
$ 35
|
|
14 %
|
|
5 %
|
|
5 %
|
|
—
|
|
_______________
|
|
(a)
|
Corporate and Other
includes the Company's intersegment revenues which are eliminated
and various unallocated corporate expenses.
|
|
(b)
|
Revenues include the
elimination of transactions between segments, which consists of
intercompany royalties and marketing fees paid by Owned Brokerage
Group of $319 million and $315 million during the years ended
December 31, 2024 and 2023, respectively, and are eliminated in the
Corporate and Other line.
|
|
Table
6a
|
|
|
ANYWHERE REAL ESTATE
INC.
SELECTED 2024
FINANCIAL DATA
(In
millions)
|
|
|
Three Months
Ended
|
|
Year
Ended
|
|
March
31,
|
|
June
30,
|
|
September
30,
|
|
December
31,
|
|
December
31,
|
|
2024
|
|
2024
|
|
2024
|
|
2024
|
|
2024
|
|
Net revenues
(a)
|
|
|
|
|
|
|
|
|
|
|
Franchise
Group
|
$
200
|
|
$
265
|
|
$
267
|
|
$
229
|
|
$
961
|
|
Owned Brokerage
Group
|
919
|
|
1,393
|
|
1,258
|
|
1,118
|
|
4,688
|
|
Title Group
|
71
|
|
103
|
|
96
|
|
92
|
|
362
|
|
Corporate and Other
(b)
|
(64)
|
|
(92)
|
|
(86)
|
|
(77)
|
|
(319)
|
|
Total
Company
|
$
1,126
|
|
$
1,669
|
|
$
1,535
|
|
$
1,362
|
|
$
5,692
|
|
|
|
|
|
|
|
|
|
|
|
Operating
EBITDA
|
|
|
|
|
|
|
|
|
|
|
Franchise
Group
|
$
90
|
|
$
159
|
|
$
151
|
|
$
121
|
|
$
521
|
|
Owned Brokerage
Group
|
(59)
|
|
4
|
|
(11)
|
|
(27)
|
|
(93)
|
|
Title Group
|
(15)
|
|
9
|
|
2
|
|
(9)
|
|
(13)
|
|
Corporate and Other
(b)
|
(29)
|
|
(29)
|
|
(34)
|
|
(33)
|
|
(125)
|
|
Total
Company
|
$
(13)
|
|
$
143
|
|
$
108
|
|
$
52
|
|
$
290
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Reconciliation - Operating EBITDA
|
|
|
|
|
|
|
|
|
|
|
Total Company Operating
EBITDA
|
$
(13)
|
|
$
143
|
|
$
108
|
|
$
52
|
|
$
290
|
|
|
|
|
|
|
|
|
|
|
|
Less:
Depreciation and amortization
|
55
|
|
48
|
|
48
|
|
47
|
|
198
|
|
Interest expense,
net
|
39
|
|
40
|
|
38
|
|
36
|
|
153
|
|
Income tax (benefit)
expense
|
(28)
|
|
11
|
|
2
|
|
13
|
|
(2)
|
|
Stock-based
compensation (c)
|
4
|
|
4
|
|
4
|
|
5
|
|
17
|
|
Restructuring costs,
net (d)
|
11
|
|
7
|
|
6
|
|
8
|
|
32
|
|
Impairments
(e)
|
6
|
|
2
|
|
1
|
|
11
|
|
20
|
|
Former parent legacy
cost (benefit), net (f)
|
1
|
|
1
|
|
(1)
|
|
1
|
|
2
|
|
Legal contingencies
(g)
|
—
|
|
—
|
|
10
|
|
(8)
|
|
2
|
|
Gain on the early
extinguishment of debt (f)
|
—
|
|
—
|
|
(7)
|
|
—
|
|
(7)
|
|
Loss on the sale of
businesses, investments or other assets, net
|
—
|
|
—
|
|
—
|
|
3
|
|
3
|
|
Net (loss) income
attributable to Anywhere
|
$
(101)
|
|
$
30
|
|
$
7
|
|
$
(64)
|
|
$
(128)
|
|
_______________
|
|
(a)
|
Transactions between
segments are eliminated in consolidation. Revenues for Franchise
Group include intercompany royalties and marketing fees paid by
Owned Brokerage Group of $64 million, $92 million, $86 million and
$77 million for the three months ended March 31, 2024, June 30,
2024, September 30, 2024 and December 31, 2024, respectively. Such
amounts are eliminated in the Corporate and Other line.
|
|
(b)
|
Corporate and Other
includes the Company's intersegment revenues which are eliminated
and various unallocated corporate expenses.
|
|
(c)
|
Stock-based
compensation is a non-cash expense that is based on grant date fair
value, which is influenced by the Company's stock price, and
recognized over the requisite service period.
|
|
(d)
|
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,
|
|
2024
|
|
2024
|
|
2024
|
|
2024
|
|
2024
|
|
Franchise
Group
|
$
1
|
|
$
2
|
|
$
1
|
|
$
—
|
|
$
4
|
|
Owned Brokerage
Group
|
6
|
|
1
|
|
3
|
|
5
|
|
15
|
|
Title Group
|
—
|
|
1
|
|
—
|
|
—
|
|
1
|
|
Corporate and
Other
|
4
|
|
3
|
|
2
|
|
3
|
|
12
|
|
Total
Company
|
$
11
|
|
$
7
|
|
$
6
|
|
$
8
|
|
$
32
|
|
|
|
(e)
|
Non-cash impairments
primarily related to leases and other assets.
|
|
(f)
|
Former parent legacy
items are recorded in Corporate and Other and relate to a legacy
tax matter.
|
|
(g)
|
Legal contingencies do
not include cases that are part of our normal operating activities
or legal expenses incurred in the ordinary course of business. See
Table 9 for further discussion.
|
|
(h)
|
Gain on the early
extinguishment of debt is recorded in Corporate and Other and
relates to the repurchases of Unsecured Notes.
|
|
Table
6b
|
|
|
ANYWHERE REAL ESTATE
INC.
SELECTED 2023
FINANCIAL DATA
(In
millions)
|
|
|
Three Months
Ended
|
|
Year
Ended
|
|
March
31,
|
|
June
30,
|
|
September
30,
|
|
December
31,
|
|
December
31,
|
|
2023
|
|
2023
|
|
2023
|
|
2023
|
|
2023
|
|
Net revenues
(a)
|
|
|
|
|
|
|
|
|
|
|
Franchise
Group
|
$
207
|
|
$
284
|
|
$
271
|
|
$
221
|
|
$
983
|
|
Owned Brokerage
Group
|
915
|
|
1,380
|
|
1,309
|
|
1,024
|
|
4,628
|
|
Title Group
|
72
|
|
100
|
|
93
|
|
75
|
|
340
|
|
Corporate and Other
(b)
|
(63)
|
|
(93)
|
|
(89)
|
|
(70)
|
|
(315)
|
|
Total
Company
|
$
1,131
|
|
$
1,671
|
|
$
1,584
|
|
$
1,250
|
|
$
5,636
|
|
|
|
|
|
|
|
|
|
|
|
Operating
EBITDA
|
|
|
|
|
|
|
|
|
|
|
Franchise
Group
|
$
97
|
|
$
164
|
|
$
156
|
|
$
110
|
|
$
527
|
|
Owned Brokerage
Group
|
(74)
|
|
(11)
|
|
(7)
|
|
(43)
|
|
(135)
|
|
Title Group
|
(17)
|
|
10
|
|
3
|
|
(12)
|
|
(16)
|
|
Corporate and Other
(b)
|
(30)
|
|
(32)
|
|
(32)
|
|
(27)
|
|
(121)
|
|
Total
Company
|
$
(24)
|
|
$
131
|
|
$
120
|
|
$
28
|
|
$
255
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Reconciliation - Operating EBITDA
|
|
|
|
|
|
|
|
|
|
|
Total Company Operating
EBITDA
|
$
(24)
|
|
$
131
|
|
$
120
|
|
$
28
|
|
$
255
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
Stock-based
compensation (c)
|
4
|
|
4
|
|
4
|
|
—
|
|
12
|
|
Restructuring costs,
net (d)
|
25
|
|
6
|
|
9
|
|
9
|
|
49
|
|
Impairments
(e)
|
4
|
|
4
|
|
3
|
|
54
|
|
65
|
|
Former parent legacy
cost, net (f)
|
16
|
|
1
|
|
—
|
|
1
|
|
18
|
|
Legal contingencies
(g)
|
24
|
|
1
|
|
9
|
|
9
|
|
43
|
|
Gain on the early
extinguishment of debt (h)
|
—
|
|
—
|
|
(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 in the Corporate and Other line.
|
|
(b)
|
Corporate and Other
includes the Company's intersegment revenues which are eliminated
and various unallocated corporate expenses.
|
|
(c)
|
Stock-based
compensation is a non-cash expense that is based on grant date fair
value, which is influenced by the Company's stock price, and
recognized over the requisite service period.
|
|
(d)
|
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
|
|
(e)
|
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.
|
|
(f)
|
Former parent legacy
costs are recorded in Corporate and Other and relate to a legacy
tax matter.
|
|
(g)
|
Legal contingencies do
not include cases that are part of our normal operating activities
or legal expenses incurred in the ordinary course of business. See
Table 9 for further discussion.
|
|
(h)
|
Gain on the early
extinguishment of debt is recorded in Corporate and Other and
relates to the debt exchange transactions and open market
repurchases that occurred during the third quarter of
2023.
|
|
Table
6c
|
|
|
ANYWHERE REAL ESTATE
INC.
2024 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,
|
|
2024
|
|
2024
|
|
2024
|
|
2024
|
|
2024
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
Gross commission
income
|
$ 907
|
|
$ 1,376
|
|
$
1,242
|
|
$
1,104
|
|
$
4,629
|
|
Service
revenue
|
119
|
|
159
|
|
156
|
|
140
|
|
574
|
|
Franchise
fees
|
70
|
|
101
|
|
98
|
|
87
|
|
356
|
|
Other
|
30
|
|
33
|
|
39
|
|
31
|
|
133
|
|
Net revenues
|
1,126
|
|
1,669
|
|
1,535
|
|
1,362
|
|
5,692
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
Commission and other
agent-related costs
|
726
|
|
1,108
|
|
998
|
|
886
|
|
3,718
|
|
Operating
|
273
|
|
285
|
|
287
|
|
280
|
|
1,125
|
|
Marketing
|
45
|
|
47
|
|
51
|
|
52
|
|
195
|
|
General and
administrative
|
99
|
|
93
|
|
111
|
|
89
|
|
392
|
|
Former parent legacy
cost (benefit), net
|
1
|
|
1
|
|
(1)
|
|
1
|
|
2
|
|
Restructuring costs,
net
|
11
|
|
7
|
|
6
|
|
8
|
|
32
|
|
Impairments
|
6
|
|
2
|
|
1
|
|
11
|
|
20
|
|
Depreciation and
amortization
|
55
|
|
48
|
|
48
|
|
47
|
|
198
|
|
Interest expense,
net
|
39
|
|
40
|
|
38
|
|
36
|
|
153
|
|
Gain on the early
extinguishment of debt
|
—
|
|
—
|
|
(7)
|
|
—
|
|
(7)
|
|
Other (income)
expense, net
|
(1)
|
|
—
|
|
—
|
|
1
|
|
—
|
|
Total
expenses
|
1,254
|
|
1,631
|
|
1,532
|
|
1,411
|
|
5,828
|
|
(Loss) income before
income taxes, equity in losses
(earnings) and noncontrolling interests
|
(128)
|
|
38
|
|
3
|
|
(49)
|
|
(136)
|
|
Income tax (benefit)
expense
|
(28)
|
|
11
|
|
2
|
|
13
|
|
(2)
|
|
Equity in losses
(earnings) of unconsolidated entities
|
1
|
|
(3)
|
|
(6)
|
|
1
|
|
(7)
|
|
Net (loss)
income
|
(101)
|
|
30
|
|
7
|
|
(63)
|
|
(127)
|
|
Less: Net income
attributable to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
(1)
|
|
(1)
|
|
Net (loss) income
attributable to Anywhere
|
$
(101)
|
|
$ 30
|
|
$
7
|
|
$
(64)
|
|
$
(128)
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings per
share attributable to Anywhere shareholders:
|
|
|
|
Basic (loss) earnings
per share
|
$
(0.91)
|
|
$
0.27
|
|
$
0.06
|
|
$
(0.58)
|
|
$
(1.15)
|
|
Diluted (loss)
earnings per share
|
$
(0.91)
|
|
$
0.27
|
|
$
0.06
|
|
$
(0.58)
|
|
$
(1.15)
|
|
Weighted average
common and common equivalent shares of Anywhere
outstanding:
|
|
|
|
Basic
|
110.7
|
|
111.2
|
|
111.3
|
|
111.3
|
|
111.1
|
|
Diluted
|
110.7
|
|
111.9
|
|
112.2
|
|
111.3
|
|
111.1
|
|
Table
6d
|
|
|
ANYWHERE REAL ESTATE
INC.
2023 CONSOLIDATED
STATEMENTS OF OPERATIONS
(In millions, except
per share data)
|
|
|
Three Months
Ended
|
|
Year
Ended
|
|
March
31,
|
|
June
30,
|
|
September
30,
|
|
December
31,
|
|
December
31,
|
|
2023
|
|
2023
|
|
2023
|
|
2023
|
|
2023
|
|
Revenues
|
|
|
|
|
|
|
|
|
|
|
Gross commission
income
|
$ 903
|
|
$ 1,363
|
|
$
1,293
|
|
$
1,011
|
|
$
4,570
|
|
Service
revenue
|
127
|
|
163
|
|
155
|
|
124
|
|
569
|
|
Franchise
fees
|
69
|
|
102
|
|
99
|
|
81
|
|
351
|
|
Other
|
32
|
|
43
|
|
37
|
|
34
|
|
146
|
|
Net revenues
|
1,131
|
|
1,671
|
|
1,584
|
|
1,250
|
|
5,636
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
Commission and other
agent-related costs
|
723
|
|
1,092
|
|
1,037
|
|
812
|
|
3,664
|
|
Operating
|
286
|
|
299
|
|
284
|
|
278
|
|
1,147
|
|
Marketing
|
49
|
|
56
|
|
56
|
|
54
|
|
215
|
|
General and
administrative
|
123
|
|
104
|
|
104
|
|
91
|
|
422
|
|
Former parent legacy
cost, net
|
16
|
|
1
|
|
—
|
|
1
|
|
18
|
|
Restructuring costs,
net
|
25
|
|
6
|
|
9
|
|
9
|
|
49
|
|
Impairments
|
4
|
|
4
|
|
3
|
|
54
|
|
65
|
|
Depreciation and
amortization
|
50
|
|
49
|
|
50
|
|
47
|
|
196
|
|
Interest expense,
net
|
38
|
|
39
|
|
37
|
|
37
|
|
151
|
|
Gain on the early
extinguishment of debt
|
—
|
|
—
|
|
(169)
|
|
—
|
|
(169)
|
|
Other (income)
expense, net
|
(1)
|
|
(1)
|
|
3
|
|
(1)
|
|
—
|
|
Total
expenses
|
1,313
|
|
1,649
|
|
1,414
|
|
1,382
|
|
5,758
|
|
(Loss) income before
income taxes, equity in losses
(earnings) and noncontrolling interests
|
(182)
|
|
22
|
|
170
|
|
(132)
|
|
(122)
|
|
Income tax (benefit)
expense
|
(46)
|
|
8
|
|
45
|
|
(22)
|
|
(15)
|
|
Equity in losses
(earnings) of unconsolidated entities
|
2
|
|
(5)
|
|
(4)
|
|
(2)
|
|
(9)
|
|
Net (loss)
income
|
(138)
|
|
19
|
|
129
|
|
(108)
|
|
(98)
|
|
Less: Net loss
attributable to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
1
|
|
1
|
|
Net (loss) income
attributable to Anywhere
|
$
(138)
|
|
$ 19
|
|
$
129
|
|
$
(107)
|
|
$
(97)
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings per
share attributable to Anywhere shareholders:
|
|
|
|
Basic (loss) earnings
per share
|
$
(1.26)
|
|
$
0.17
|
|
$
1.17
|
|
$
(0.97)
|
|
$
(0.88)
|
|
Diluted (loss)
earnings per share
|
$
(1.26)
|
|
$
0.17
|
|
$
1.15
|
|
$
(0.97)
|
|
$
(0.88)
|
|
Weighted average
common and common equivalent shares of Anywhere
outstanding:
|
|
|
|
Basic
|
109.8
|
|
110.4
|
|
110.5
|
|
110.5
|
|
110.3
|
|
Diluted
|
109.8
|
|
111.3
|
|
112.1
|
|
110.5
|
|
110.3
|
|
Table
7
|
|
|
ANYWHERE REAL ESTATE
INC.
NON-GAAP
RECONCILIATION - FREE CASH FLOW
FOR THE YEARS ENDED
DECEMBER 31, 2024 AND 2023
(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,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
Net loss
attributable to Anywhere
|
$
(64)
|
|
$
(107)
|
|
$
(128)
|
|
$
(97)
|
|
Income tax expense
(benefit)
|
13
|
|
(22)
|
|
(2)
|
|
(15)
|
|
Income tax
payments
|
—
|
|
(10)
|
|
(1)
|
|
(14)
|
|
Interest expense,
net
|
36
|
|
37
|
|
153
|
|
151
|
|
Cash interest
payments
|
(47)
|
|
(33)
|
|
(158)
|
|
(168)
|
|
Depreciation and
amortization
|
47
|
|
47
|
|
198
|
|
196
|
|
Capital
expenditures
|
(24)
|
|
(20)
|
|
(78)
|
|
(72)
|
|
Restructuring costs and
former parent legacy items, net of payments
|
(2)
|
|
(2)
|
|
—
|
|
23
|
|
Impairments
|
11
|
|
54
|
|
20
|
|
65
|
|
Gain on the early
extinguishment of debt
|
—
|
|
—
|
|
(7)
|
|
(169)
|
|
Loss on the sale of
businesses, investments or other assets, net
|
3
|
|
—
|
|
3
|
|
2
|
|
Working capital
adjustments
|
19
|
|
32
|
|
37
|
|
141
|
|
Relocation receivables
(assets), net of securitization obligations
|
41
|
|
11
|
|
13
|
|
24
|
|
Free Cash
Flow
|
$
33
|
|
$
(13)
|
|
$
50
|
|
$
67
|
|
A reconciliation of Net
cash provided by operating activities to Free Cash Flow is set
forth in the following table:
|
|
|
Three Months
Ended
December 31,
|
|
Year Ended
December 31,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
|
Net cash provided by
operating activities
|
$
67
|
|
$
62
|
|
$
104
|
|
$
187
|
|
Property and equipment
additions
|
(24)
|
|
(20)
|
|
(78)
|
|
(72)
|
|
Net change in
securitization obligations
|
(8)
|
|
(55)
|
|
25
|
|
(48)
|
|
Effect of exchange
rates on cash, cash equivalents and restricted cash
|
(2)
|
|
—
|
|
(1)
|
|
—
|
|
Free Cash
Flow
|
$
33
|
|
$
(13)
|
|
$
50
|
|
$
67
|
|
|
|
|
|
|
|
|
|
Net cash used in
investing activities
|
$
(23)
|
|
$
(20)
|
|
$
(77)
|
|
$
(59)
|
|
Net cash used in
financing activities
|
$
(24)
|
|
$
(81)
|
|
$
(21)
|
|
$
(227)
|
|
Table
8a
|
|
NON-GAAP
RECONCILIATION - SENIOR SECURED LEVERAGE RATIO
FOR THE
YEAR ENDED DECEMBER 31, 2024
(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, 2024, Anywhere Real Estate Group LLC
("Anywhere Group") was required to maintain a senior secured
leverage ratio not to exceed 4.75 to 1.00. The senior secured
leverage ratio is measured by dividing Anywhere Group's total
senior secured net debt by the trailing 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, 2024 with a ratio of
1.22x 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, 2024 is set forth in the following
table:
|
|
For the Year
Ended
|
|
December 31,
2024
|
|
Net loss attributable
to Anywhere Group (a)
|
$
(128)
|
|
Bank covenant
adjustments:
|
|
|
Income tax
benefit
|
(2)
|
|
Depreciation and
amortization
|
198
|
|
Interest expense,
net
|
153
|
|
Restructuring costs,
net
|
32
|
|
Impairments
|
20
|
|
Former parent legacy
cost, net
|
2
|
|
Gain on the early
extinguishment of debt
|
(7)
|
|
Pro forma effect of
business optimization initiatives (b)
|
20
|
|
Non-cash stock
compensation expense, other non-cash charges and extraordinary,
nonrecurring
or unusual charges (c)
|
37
|
|
Pro forma effect of
acquisitions and new franchisees (d)
|
4
|
|
Incremental
securitization interest costs (e)
|
9
|
|
EBITDA as defined
by the Senior Secured Credit Agreement*
|
$
338
|
|
Total senior secured
net debt (f)
|
$
411
|
|
Senior secured
leverage ratio*
|
1.22 x
|
|
_______________
|
|
(a)
|
Net loss attributable
to Anywhere Group consists of: (i) loss of $101 million for the
first quarter of 2024, (ii) income of $30 million for the second
quarter of 2024, (iii) income of $7 million for the third quarter
of 2024 and (iv) loss of $64 million for the fourth quarter of
2024.
|
|
(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-month period ended December 31,
2024.
|
|
(f)
|
Represents total
borrowings secured by a first priority lien on our assets of $490
million under the Revolving Credit Facility plus $15 million of
finance lease obligations less $94 million of readily available
cash as of December 31, 2024. Pursuant to the terms of our senior
secured credit facilities, total senior secured net debt does not
include our securitization obligations, 7.00% Senior Secured Second
Lien Notes or unsecured indebtedness, including the Unsecured Notes
and Exchangeable Senior Notes.
|
|
|
|
*
|
Our senior secured
credit facilities include the facilities under our Amended and
Restated Credit Agreement dated as of March 5, 2013, as amended
from time to time (the "Senior Secured Credit Agreement"). Our
Senior Secured Second Lien Notes include our 7.00% Senior Secured
Second Lien Notes due in 2030. Our Unsecured Notes include our
5.75% Senior Notes due 2029 and 5.25% Senior Notes due 2030.
Exchangeable Senior Notes refers to our 0.25% Exchangeable Senior
Notes due 2026.
|
|
Table
8b
|
|
|
NET DEBT LEVERAGE
RATIO
FOR THE YEAR ENDED
DECEMBER 31, 2024
(In
millions)
|
|
|
Net corporate debt
(excluding securitizations) divided by EBITDA calculated on a Pro
Forma Basis, as those terms are defined in the Senior Secured
Credit Agreement, for the year ended December 31, 2024
(referred to as net debt leverage ratio) is set forth in the
following table:
|
|
|
|
As of December 31,
2024
|
|
Revolving Credit
Facility
|
|
$
490
|
|
7.00% Senior Secured
Second Lien Notes
|
|
640
|
|
5.75% Senior
Notes
|
|
558
|
|
5.25% Senior
Notes
|
|
449
|
|
0.25% Exchangeable
Senior Notes
|
|
403
|
|
Finance lease
obligations
|
|
15
|
|
Corporate Debt
(excluding securitizations)
|
|
2,555
|
|
Less: Cash and cash
equivalents
|
|
118
|
|
Net Corporate Debt
(excluding securitizations)
|
|
$
2,437
|
|
|
|
|
EBITDA as defined by
the Senior Secured Credit Agreement (a)
|
|
$
338
|
|
|
|
|
Net Debt Leverage
Ratio
|
|
7.2 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
Operating EBITDA is our primary non-GAAP measure. 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. Operating
EBITDA Margin is defined as Operating EBITDA as a percentage of
revenues.
Prior to December 31, 2024,
non-core items included restructuring charges, impairments, former
parent legacy items, gains or losses on the early extinguishment of
debt, and gains or losses on discontinued operations or the sale of
businesses, investments or other assets. Effective December 31, 2024, we updated our definition of
Operating EBITDA to include adjustments for non-cash stock-based
compensation and legal contingencies unrelated to normal operations
which currently includes industry-wide antitrust lawsuits and class
action lawsuits to conform with similar adjustments and measures
disclosed by industry competitors. The adjustment for stock-based
compensation reflect non-cash expenses that are based on grant date
fair value, which is influenced by the Company's stock price, and
recognized over the requisite service period. The adjustment for
legal contingencies excludes cases that are part of our normal
operating activities and legal expenses incurred in the ordinary
course of business.
Our updated definition of Operating EBITDA includes adjustments
for non-core items that include non-cash stock-based compensation,
restructuring charges, impairments, former parent legacy items,
legal contingencies unrelated to normal operations which currently
includes industry-wide antitrust lawsuits and class action
lawsuits, gains or losses on the early extinguishment of debt, and
gains or losses on discontinued operations or the sale of
businesses, investments or other assets. These changes have been
applied retrospectively to prior periods to enhance comparability.
These changes have an immaterial impact on the segment
profitability measure, with no significant effect on trends or
comparability between periods. We believe this updated Operating
EBITDA better facilitates comparisons of operating performance
across companies, however our presentation of Operating EBITDA may
not fully align with similar measures employed by other
companies.
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, 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.
In addition to Operating EBITDA, 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.
Similar to the update to Operating EBITDA discussed above,
effective December 31, 2024, we
updated our definition of Adjusted net income (loss) to include
adjustments for non-cash stock-based compensation and legal
contingencies unrelated to normal operations which currently
includes industry-wide antitrust lawsuits and class action
lawsuits. Adjusted net income (loss) is defined by us as net income
(loss) before: (a) mark-to-market interest rate swap adjustments;
(b) non-cash stock-based compensation; (c) restructuring charges as
a result of initiatives currently in progress; (d) impairments; (e)
former parent legacy items, which pertain to liabilities of the
former parent for matters prior to mid-2006 and are non-operational
in nature; (f) legal contingencies unrelated to normal operations
which currently includes industry-wide antitrust lawsuits and class
action lawsuits; (g) (gain) loss on the early extinguishment of
debt that results from refinancing and deleveraging debt
initiatives; (h) the (gain) loss on the sale of businesses,
investments or other assets and (i) the tax effect of the foregoing
adjustments.
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 (loss)
attributable to Anywhere and net cash provided by (used in)
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.
