REALOGY REPORTS FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS

MADISON, N.J., Feb. 17, 2022 /PRNewswire/ -- Realogy Holdings Corp. (NYSE: RLGY), the largest full-service residential real estate services company in the United States, today reported financial results for the fourth quarter and full year ended December 31, 2021.

"Realogy delivered an extraordinary year of financial and operational results. Powerful market share gains, greater profitability, consistent strategic execution and technology progress all combined to deliver the strongest financial results in Company history," said Ryan Schneider, Realogy's chief executive officer and president. "We are carrying that momentum into 2022 as Realogy moves to the next chapter of our transformation: propelling growth and innovation."

"Realogy achieved record financial performance in 2021, delivering $8 billion of revenue and $902 million in Operating EBITDA and massively transforming our balance sheet," said Charlotte Simonelli, Realogy's executive vice president, chief financial officer, and treasurer. "Our financial discipline enabled us to grow the top and bottom line and make strategic investments in the business, all while generating impressive free cash flow to fuel our future growth."

Full Year 2021 Highlights

• Generated Revenue of $8 billion, an increase of 28% or $2 billion year-over-year.
• Reported Net income of $343 million and basic earnings per share of $2.95.
• Generated Operating EBITDA of $902 million, an increase of $176 million year-over-year (See Table 5b).
• Increased combined closed transaction volume 29% year-over-year with improvement across both Owned Brokerage and Franchise businesses.
• Industry leading 16.4% market share improved over 100 basis points vs. 2020.
• Generated Free Cash Flow of $553 million, a decrease of $2 million vs. last year (See Table 7).
• Strengthened the balance sheet reducing net debt by $420 million from December 31, 2020 with a Net Debt Leverage Ratio of 2.4x (See Table 8b) and Senior Secured Leverage Ratio of negative 0.29x (See Table 8a).
• Owned Brokerage agent count grew 6% year-over-year and continued to maintain strong retention levels.
• Strong cost management with $85 million in cost savings achieved in 2021.
• Advanced new strategic partnerships designed to unlock future growth, including our RealSure joint venture with Home Partners of America, our planned title insurance underwriter joint venture with Centerbridge, and our new luxury auction joint venture with Sotheby's.

Fourth Quarter 2021 Highlights

• Generated Revenue of $2 billion, an increase of 4% or $85 million year-over-year.
• Reported Net income of $47 million and basic earnings per share of $0.40, an increase of $29 million or $0.24 per share vs. prior year.
• Generated Operating EBITDA of $157 million, a decrease of $49 million year-over-year. (See Table 5a).
• Generated Free Cash Flow of $95 million vs. $268 million for the corresponding quarter last year (See Table 7).
• Combined closed transaction volume increased 3% year-over-year.

Q4 and Full Year 2021 Financial Highlights

The following tables set forth Realogy's financial highlights for the periods presented (in millions, except per share data) (unaudited):

2022 Financial Guidance

Realogy expects Operating EBITDA for full year 2022 in the range of $800 to $850 million based on year-over-year mid-single digit homesale transaction volume growth, closing of the pending sale of the Company's title insurance underwriter, continued investment in strategic initiatives, absorption of increased agent commission costs, and achievement of targeted realized cost savings in 2022. This guidance is subject to macroeconomic uncertainties as well as changes in housing market conditions.

The Company expects a return to historical seasonality patterns in 2022 (which have experienced disruption since the onset of the COVID-19 crisis in March 2020). Consistent with typical seasonality patterns, and with the first quarter typically being the smallest earnings quarter of our year, the Company forecasts that Operating EBITDA generated in the first quarter of 2022 will be well below the unseasonably high Operating EBITDA delivered in the first quarter of 2021.

Capital Allocation and New Share Repurchase Authorization

Realogy today announced that its Board of Directors has authorized a new share repurchase program for up to $300 million of the Company's common stock. Repurchases may be made at management's discretion from time to time on the open market or through privately negotiated transactions. The actual timing, number and value of shares repurchased will be determined by Company management and may fluctuate based on a number of factors, including, but not limited to, the Company's priorities for the use of cash, price, market and economic conditions, and legal and contractual requirements (including compliance with the terms of the Company's debt agreements). The repurchase program has no time limit and may be suspended or discontinued at any time.

"Given the meaningful progress we have made on our capital allocation priorities, as we enter the next chapter of our transformation we are excited about the opportunity created by our strong momentum to shift focus towards investing in growth, delivering value to our shareholders, and reinforcing our industry leadership," added Simonelli.

Balance Sheet

The Company ended the year with cash and cash equivalents of $735 million*. Total corporate debt, including the short-term portion, net of cash and cash equivalents (net corporate debt), totaled $2.3 billion at December 31, 2021. The Company's Net Debt Leverage Ratio was 2.4x at December 31, 2021 (see Table 8b).

On January 10, 2022, we issued $1,000 million of 5.25% Senior Notes due in 2030. On February 4, 2022, the Company used the net proceeds from the issuance, together with cash on hand, to redeem in full both the $550 million of 9.375% Senior Notes and $550 million of 7.625% Senior Secured Second Lien Notes, each at a redemption price of 100% plus the applicable "make whole" premium together with accrued interest to the redemption date on both such notes.

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

Investor Conference Call

Today, February 17, at 4:30 p.m. (ET), Realogy will hold a conference call via webcast to review its full year 2021 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.realogy.com or by dialing (833) 646-0499 (toll free); international participants should dial (918) 922-3007. Please dial in at least 5 to 10 minutes prior to start time. A webcast replay also will be available on the website.

About Realogy Holdings Corp.

Realogy (NYSE: RLGY) is moving the real estate industry to what's next. As the leading and most integrated provider of U.S. residential real estate services encompassing franchise, brokerage, relocation, and title and settlement businesses as well as a mortgage joint venture, Realogy supported approximately 1.5 million home transactions in 2021. The company's diverse brand portfolio includes some of the most recognized names in real estate: Better Homes and Gardens® Real Estate, CENTURY 21®, Coldwell Banker®, Coldwell Banker Commercial®, Corcoran®, ERA®, and Sotheby's International Realty®. Using innovative technology, data and marketing products, high-quality lead generation programs, and best-in-class learning and support services, Realogy fuels the productivity of its approximately 196,700 independent sales agents in the U.S. and approximately 136,700 independent sales agents in 118 other countries and territories, helping them build stronger businesses and best serve today's consumers. Recognized for ten consecutive years as one of the World's Most Ethical Companies, Realogy has also been designated a Great Place to Work four years in a row, named one of LinkedIn's 2021 Top Companies in the U.S., and honored on the Forbes list of World's Best Employers 2021.

Forward-Looking Statements

Certain statements in this press release constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Realogy Holdings Corp. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words "believes", "expects", "anticipates", "intends", "projects", "estimates", "potential" and "plans" and similar expressions or future or conditional verbs such as "will", "should", "would", "may" and "could" are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements.

The following include some, but not all, of the factors that could affect our future results and cause actual results to differ materially from those expressed in the forward-looking statements: adverse developments or the absence of sustained improvement in the U.S. residential real estate markets, either regionally or nationally, which could include, but are not limited to factors that could impact homesale transaction volume, such as: continued or accelerated declines in inventory or a decline in the number of home sales, increases in mortgage rates or inflation or tightened mortgage standards, reductions in housing affordability, changes in consumer preferences, including weakening in the consumer trends that have benefited us since the second half of 2020, and stagnant or declining home prices; 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 economic contraction in the U.S. economy and fiscal and monetary policies of the federal government and its agencies, particularly those that may result in unfavorable changes to the interest rate environment and tax reform; the impact of evolving competitive and consumer dynamics, which could include, but are not limited to: our 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 (including but not limited to, virtual brokerages, iBuying and home swap business models or other providers of disruptive products and services, in particular those competitors with access to significant third-party capital that may prioritize market share over profitability), and meaningful decreases in the average broker commission rate; adverse impacts from the COVID-19 crisis (due to the impact of virus mutations or otherwise), including amplification of risks to our business, adverse economic consequences, or the reinstatement of significant limitations on normal business operations; our ability to execute our business strategy and achieve growth, including 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, realize the expected benefits from our existing or future joint ventures and strategic partnerships, simplify and modernize our business and achieve or maintain a beneficial cost structure or savings and other benefits from our cost-saving initiatives, generate a meaningful number of high-quality leads for independent sales agents and franchisees, or complete or integrate acquisitions and joint ventures or effectively manage divestitures; our geographic and high-end market concentration; the operating results of affiliated franchisees (and their ability to pay franchise and related fees); continued consolidation among our top 250 franchisees; difficulties in the business or changes in the licensing strategy of, or disagreements or complications in our relationships with, the owners of the two brands we do not own; the loss of (or significant reduction in volume from) our largest real estate benefit program client or multiple significant relocation clients; the failure of third-party vendors or partners to perform as expected or our failure to adequately monitor them; our reliance on information technology to operate our business and maintain our competitiveness; further disruption in the residential real estate brokerage industry related to listing aggregators market power and concentration; industry structure changes that disrupt the functioning of the residential real estate market (including as a result of legal or regulatory developments or revisions to the rules of multiple listing services or NAR); satisfaction of the closing conditions for the planned sale of our title insurance underwriter and our ability to achieve the anticipated benefits of the transactions; adverse effects on our operations or liquidity due to our substantial indebtedness, including with respect to our interest obligations, the negative covenant restrictions contained in our debt agreements, and our ability to refinance or repay our indebtedness or incur additional indebtedness; risks related to the issuance of our 0.25% Exchangeable Senior Notes and exchangeable note hedge and warrant transactions, including the potential impact on the value of our common stock and counterparty risk; our failure or alleged failure to comply with laws, regulations and regulatory interpretations and any changes or stricter interpretations of any of the foregoing (whether through private litigation or governmental action), including but not limited to: (1) antitrust laws and regulations, (2) the Real Estate Settlement Procedures Act ("RESPA") or other federal or state consumer protection or similar laws, (3) state or federal employment laws or regulations that would require reclassification of independent contractor sales agents to employee status, (2) privacy or data security laws and regulations and (4) privacy or data security laws and regulations; cybersecurity incidents; impairment of our goodwill and other long-lived assets; severe weather events or natural disasters, including increasing severity or frequency of such events, or other catastrophic events, including public health crises, such as pandemics and epidemics; the accuracy of market forecasts and estimates and our ability to grow at similar rates; and significant fluctuations in our stock price, including in connection with share repurchase programs. Consideration should be given to the areas of risk described above, as well as those risks set forth under the headings "Forward-Looking Statements" and "Risk Factors" in our filings with the Securities and Exchange Commission, including our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 and our Annual Report on Form 10-K for the year ended December 31, 2020, and our other filings made from time to time, in connection with considering any forward-looking statements that may be made by us and our businesses generally. We undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events except as required by law.

Non-GAAP Financial Measures

This release includes certain non-GAAP financial measures as defined under SEC rules. As required by SEC rules, important information regarding such measures is contained in the Tables attached to this release. See Tables 1a, 8a, 8b and 9 for definitions of these non-GAAP financial measures and Tables 1a, 5a, 5b, 6a, 6b, 7, 8a and 8b for reconciliations of the historical non-GAAP financial measures to their most comparable GAAP terms.

Because of the forward-looking nature of the Company's forecasted non-GAAP financial measure, specific quantifications of the amounts that would be required to reconcile forecasted Operating EBITDA to forecasted net income are not determinable without unreasonable efforts. The Company believes that there is a degree of volatility with respect to certain of the Company's GAAP measures which preclude the Company from providing accurate forecasted GAAP to non-GAAP reconciliations. The Company believes that providing estimates of the amounts that would be required to reconcile the range of the non-GAAP measures to forecasted GAAP measures would imply a degree of precision that would be confusing or misleading to investors for the reasons identified above.

NAR data referenced herein is based on NAR's most recent public estimates, which are subject to review and revision. Factors that may impact the comparability of the Company's homesale statistics to NAR are outlined in the Company's Quarterly Report on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 and its Annual Report on Form 10-K for the year ended December 31, 2020.

Table 1a

REALOGY HOLDINGS CORP.
NON-GAAP RECONCILIATION
ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE
(In millions, except per share data)

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

Adjusted net income (loss) is defined by us as net income (loss) before: (a) mark-to-market interest rate swap adjustments, whose fair value is subject to movements in LIBOR and the forward yield curve and therefore are subject to significant fluctuations; (b) former parent legacy items, which pertain to liabilities of the former parent for matters prior to mid-2006 and are non-operational in nature; (c) restructuring charges as a result of initiatives currently in progress; (d) impairments; (e) the (gain) loss on the early extinguishment of debt that results from refinancing and deleveraging debt initiatives and (f) the tax effect of the foregoing adjustments.  The gross amounts for these items as well as the adjustment for income taxes are shown in the table below. 

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

Set forth in the table below is a reconciliation of Net income (loss) to Adjusted net income for the three-month periods and years ended December 31, 2021 and 2020:

Table 5a

REALOGY HOLDINGS CORP.
NON-GAAP RECONCILIATION - OPERATING EBITDA
THREE MONTHS ENDED DECEMBER 31, 2021 AND 2020
(In millions)

Set forth in the tables below is a reconciliation of Net income attributable to Realogy Holdings to Operating EBITDA for the three-month periods ended December 31, 2021 and 2020:

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

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

Table 5b

REALOGY HOLDINGS CORP.
NON-GAAP RECONCILIATION - OPERATING EBITDA
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(In millions)

Set forth in the tables below is a reconciliation of Net income (loss) attributable to Realogy Holdings to Operating EBITDA for the years ended December 31, 2021 and 2020:

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

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

Table 7

REALOGY HOLDINGS CORP.
NON-GAAP RECONCILIATION - FREE CASH FLOW
FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020
(In millions)

A reconciliation of net income (loss) attributable to Realogy Holdings to Free Cash Flow is set forth in the following table:

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

Table 8a

NON-GAAP RECONCILIATION - SENIOR SECURED LEVERAGE RATIO
FOR THE YEAR ENDED DECEMBER 31, 2021
(In millions)

The senior secured leverage ratio is tested quarterly pursuant to the terms of the senior secured credit facilities*.  For the trailing four-quarter period ended December 31, 2021, Realogy Group LLC 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 Realogy Group LLC'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 7.625% Senior Secured Second Lien Notes, our unsecured indebtedness, including the Unsecured Notes and Exchangeable Senior Notes, or the securitization obligations.  EBITDA calculated on a Pro Forma Basis, as defined in the Senior Secured Credit Agreement, includes adjustments to Operating EBITDA for retention and disposition costs, non-cash charges and incremental securitization interest costs, as well as pro forma cost savings for restructuring initiatives, the pro forma effect of business optimization initiatives and the pro forma effect of acquisitions and new franchisees, in each case calculated as of the beginning of the twelve-month period.  The Company was in compliance with the senior secured leverage ratio covenant at December 31, 2021 with a ratio of negative 0.29 to 1.00.

A reconciliation of net income attributable to Realogy Group to Operating EBITDA and EBITDA calculated on a Pro Forma Basis, as those terms are defined in the Senior Secured Credit Agreement, for the twelve months ended December 31, 2021 is set forth in the following table:

Table 8b

NET DEBT LEVERAGE RATIO
FOR THE YEAR ENDED DECEMBER 31, 2021
(In millions)

Net corporate debt (excluding securitizations) divided by EBITDA calculated on a Pro Forma Basis, as those terms are defined in the senior secured credit facilities, for the year ended December 31, 2021 (referred to as net debt leverage ratio) is set forth in the following table:

Table 9

Non-GAAP Definitions

Adjusted net income (loss) is defined by us as net income (loss) before mark-to-market interest rate swap adjustments, former parent legacy items, restructuring charges, the (gain) loss on the early extinguishment of debt, impairments, the tax effect of the foregoing adjustments.  The gross amounts for these items as well as the adjustment for income taxes are presented.

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

We present Operating EBITDA because we believe it is useful as a supplemental measure in evaluating the performance of our operating businesses and provides greater transparency into our results of operations.  Our management, including our chief operating decision maker, uses Operating EBITDA as a factor in evaluating the performance of our business.  Operating EBITDA should not be considered in isolation or as a substitute for net income or other statement of operations data prepared in accordance with GAAP.

We believe Operating EBITDA facilitates company-to-company operating performance comparisons by backing out potential differences caused by variations in capital structures (affecting net interest expense), taxation, the age and book depreciation of facilities (affecting relative depreciation expense) and the amortization of intangibles, as well as other items that are not core to the operating activities of the Company such as restructuring charges, gains or losses on the early extinguishment of debt, former parent legacy items, impairments, gains or losses on discontinued operations and gains or losses on the sale of investments or other assets, which may vary for different companies for reasons unrelated to operating performance.  We further believe that Operating EBITDA is frequently used by securities analysts, investors and other interested parties in their evaluation of companies, many of which present an Operating EBITDA measure when reporting their results.

Operating EBITDA has limitations as an analytical tool, and you should not consider Operating EBITDA either in isolation or as a substitute for analyzing our results as reported under GAAP.  Some of these limitations are:

• 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 Realogy before income tax expense (benefit), net of 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 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 Realogy Holdings and net cash provided by operating activities.  Free Cash Flow is not defined by GAAP and should not be considered in isolation or as an alternative to net income (loss), net cash provided by (used in) operating, investing and financing activities or other financial data prepared in accordance with GAAP or as an indicator of the Company's operating performance or liquidity.  Free Cash Flow may differ from similarly titled measures presented by other companies.

SOURCE Realogy Holdings Corp.