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EARNINGS CALL Q1 2021

EARNINGS CALL Q1 2021 - Realogy Holdings Corp

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Page 1: EARNINGS CALL Q1 2021 - Realogy Holdings Corp

EARNINGS CALLQ1 2021

Page 2: EARNINGS CALL Q1 2021 - Realogy Holdings Corp

MANAGEMENTPRESENTERS CHARLOTTE SIMONELLI

Executive Vice President and Chief Financial Officer

ALICIA SWIFT

Senior Vice President, Investor Relations and Financial Planning & Analysis

RYAN SCHNEIDER

Chief Executive Officer and President

Page 3: EARNINGS CALL Q1 2021 - Realogy Holdings Corp

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IMPORTANT DISCLOSURES

Forward-Looking Statements

This presentation contains forward-looking statements. The Company desires to take advantage of the Safe Harbor

Provisions of the Private Securities Litigation Reform Act of 1995 and is including this statement for the express purpose of

availing itself of the protections of the safe harbor with respect to all forward-looking statements. Therefore, the Company

wishes to caution each participant to consider carefully the specific factors discussed with each forward-looking statement

in this presentation and other factors contained in the Company’s filings with the Securities and Exchange Commission

under the captions “Forward-Looking Statements”, “Risk Factors” and “Management’s Discussion and Analysis of Financial

Condition and Results of Operations” as such factors in some cases have affected, and in the future (together with other

factors) could affect, the ability of the Company to implement its business strategy and may cause actual results to differ

materially from those contemplated by the statements expressed herein. Forward-looking statements and projections are

inherently subject to significant economic, competitive, and other uncertainties and contingencies, many of which are

beyond the control of management, including, among others, the ongoing COVID crisis, inventory levels, and uncertainties

related to the continued strength of the housing market or refinancing volumes. The information contained in this

presentation is as of April 29, 2021. The Company assumes no obligation to update the information or the forward-looking

statements contained herein, whether as a result of new information or otherwise. RECIPIENTS ARE STRONGLY

ADVISED TO READ THE COMPANY’S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION BECAUSE

THEY CONTAIN IMPORTANT INFORMATION

Non-GAAP Financial Measures

Certain financial measures, as used in this presentation, are supplemental measures of the Company’s performance that

are not Generally Accepted Accounting Principles (“GAAP”) measures. Refer to slides 21-23 of this presentation and

Tables 1a, 5, 6a, 6b, 7, 8a, 8b and 9 of the April 29th press release announcing first quarter 2021 financial results for the

definitions of these non-GAAP financial measures, a reconciliation of these measures to their most comparable GAAP

measures, and the Company’s explanation of why it believes these non-GAAP measures are useful to investors.

Page 4: EARNINGS CALL Q1 2021 - Realogy Holdings Corp

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Nation’s largest owner and operator of residential real

estate brokerages.

Global franchisor of some of the

most recognized brands in the real

estate industry.

Leading full-service title and

settlement services company in the

U.S.

RECOGNIZED FOR LEADERSHIP

LEADING AND LARGESTFULL-SERVICE RESIDENTIAL REAL ESTATE

COMPANY IN THE U.S.

Page 5: EARNINGS CALL Q1 2021 - Realogy Holdings Corp

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Realogy

Integrated Model

REALOGY VALUE CIRCLE

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MARKETING, TECHNOLOGY,

DATA PRODUCTS

LUXURY

FRANCHISE EXPANSION

Domestic and International

OPEN ARCHITECTURE

Expanding the ecosystem

TITLE/MORTGAGE

Seamless end-to-end

transaction process

REALSURE

Expanding and going direct-to-

consumer

Proactive balance

sheet improvement

3.1x net leverage at

3/31/2021

Repaid $150M of Term

Loan B in April 2021

INVESTMENT FOCUS PRIORITIES BALANCE SHEET

INVESTING

IN THE

BUSINESS

FOR FUTURE

GROWTH

DEBT REDUCTION

2021 PRIORITIES

Page 7: EARNINGS CALL Q1 2021 - Realogy Holdings Corp

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INDUSTRY LEADING

SIZE AND SCALE

• Leading national footprint with 15.7% market share at 3/31 on LTM basis

• 3rd consecutive quarter of market share gains

• Gained almost 100 bps of market share since Q2 2020

FULL-SERVICE

BROKERAGE

MODEL

• National title and mortgage JV complements the Brokerage footprint

• Benefits from both purchase & refinance activity

• Cultivates greater incremental transaction economics

TECHNOLOGY &

CONSUMER

PRODUCTS

• Advancing digital technology to simplify the transaction process

• Strategic advantage with open architecture

MULTI-BRAND

POSITIONING

• National multi-brand strategy across all demographics and geographies

• Ongoing investments to grow and expand franchise footprint

STRONG FINANCIAL

PROFILE

• Powerful Q1 top and bottom-line growth

• Profitability and solid free cash flow profile

• Stronger balance sheet with Q1 net leverage of 3.1x and 0.64x SSLR1

1 SSLR stands for Senior Secured Leverage Ratio. Refer to Tables 8a and 8b of the Press Release dated April 29, 2021 for the Company’s calculation of net debt leverage ratio and senior secured leverage ratio.

INVESTMENT HIGHLIGHTS

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1 See Slide 22 for a reconciliation of Operating EBITDA to Net (loss) income attributable to the Company. Refer to Table 9 of the Press Release dated April 29, 2021 for the definitions of certain non-GAAP financial measures and the Company’s explanation of why it believes these non-GAAP measures are useful to investors.

2 Refer to Table 8b of the Press Release dated April 29, 2021 for the Company’s calculation of net debt leverage ratio.

$1.5 BillionREVENUE GENERATED

+ $379 MILLION Y/Y

$162 MillionOPERATING EBITDA1

+ $130 MILLION Y/Y

+44% Y/YTRANSACTION

VOLUME GROWTH

+ 20% SIDES | +19% PRICE

3.1xNET DEBT/EBITDA2

MARKET SHAREGROWTHTHIRD CONSECUTIVE QUARTER

Q1 2021 BY THE NUMBERS

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Net Revenue($ in millions)

Q1 2020 Q1 2021 $ Change

Realogy Franchise Group1 $ 220 $ 254 $ 34

Realogy Brokerage Group 869 1,171 302

Realogy Title Group 137 201 64

Intercompany Eliminations (58) (79) (21)

Total Revenue $ 1,168 $ 1,547 $ 379

1. Realogy Franchise Group is inclusive of Realogy Leads Group and Cartus Relocation Services.

BUSINESS UNIT REVENUE

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Operating EBITDA($ in millions)

Q1 2020 Q1 2021 $ Change

Realogy Franchise Group1 $ 96 $ 141 $ 45

Realogy Brokerage Group (51) (5) 46

Realogy Title Group 12 61 49

Corporate (25) (35) (10)

Operating EBITDA $ 32 $ 162 $ 130

Note: See Slide 22 for a reconciliation of Operating EBITDA to Net (loss) income attributable to the Company. Refer to Table 9 of the Press Release dated April 29, 2021 for the definitions of certain non-GAAP financial measures and the Company’s explanation of why it believes these non-GAAP measures are useful to investors.

1. Realogy Franchise Group is inclusive of Realogy Leads Group and Cartus Relocation Services.

BUSINESS UNIT OPERATING EBITDA

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Note: The segment numbers noted above do not reflect the impact of intercompany royalties and marketing fees paid by Realogy Brokerage Group to

Realogy Franchise Group of $58 million and $79 million during the three months ended March 31, 2020 and 2021, respectively.

Operating EBITDA($ in millions)

Q1 2020 Q1 2021 $ Change

Realogy Franchise Group $ 38 $ 62 $ 24

Realogy Brokerage Group 7 74 67

Realogy Franchise and Brokerage Groups Combined

$ 45 $ 136 $ 91

REALOGY FRANCHISE & BROKERAGE

OPERATING EBITDA

WITHOUT INTERCOMPANY ROYALTY

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Closed Transaction Volume is based on the actual number of business days in the period presented, without adjustment.

(1) Includes all franchisees except for Realogy Brokerage Group.

Realogy Franchise Group & Brokerage Group Combined

Closed Homesale Sides 20%

Average Homesale Price 19%

Combined Total Homesale Transaction Volume (sides x price) 44%

Realogy Franchise Group(1)

Closed Homesale Sides 20%

Average Homesale Price 22%

Franchise Total Homesale Transaction Volume (sides x price) 47%

Realogy Brokerage Group

Closed Homesale Sides 20%

Average Homesale Price 14%

Brokerage Total Homesale Transaction Volume (sides x price) 37%

Q1 2021 TRANSACTION VOLUME TREND

Page 13: EARNINGS CALL Q1 2021 - Realogy Holdings Corp

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TITLE FOOTPRINT TITLE AGENCY OPERATIONS

• Full-Service title, escrow and settlement

services across 45 distinct brand names

• Licensed title agency in 43 states and

Washington DC

• Supports both Realogy and non-Realogy

Brokerage transactions

• Involved in ~214,000 transactions in 2020

• Underwriter of title insurance policies with a

nationwide network of attorneys and agents

• Licensed in 37 states & Washington DC

• We are the only real estate affiliated title

company with an underwriter in the country

• Premiums generated from both affiliated

and unaffiliated title agencies

HIGHLIGHTS

• Our title and mortgage economics

growth are unparalleled in our industry

• Realogy Title Group generated $61M in

Q1 2021 Operating EBITDA

• RTG delivered $226M in Operating

EBITDA for Realogy in 2020

REALOGY TITLE GROUP

UNDERWRITER | TITLE RESOURCES

Page 14: EARNINGS CALL Q1 2021 - Realogy Holdings Corp

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MORTGAGE JV -- GUARANTEED RATE AFFINITY

REALOGY MORTGAGE JV

• 49.9% ownership of Guaranteed Rate Affinity reported as equity

earnings on income statement

• Guaranteed Rate (our JV partner) is one of the largest retail

mortgage lenders in the U.S

• Many loan officers co-located within Realogy Brokerage offices

supporting both Realogy and non-Realogy transaction

mortgages

• Originates purchase & refinance mortgages to be sold in market

• The JV originated more than $13 billion of loans in 2020

• Digital mortgage closing product had 4x usage growth in 2020

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INDUSTRY LEADERSHIPIN FRANCHISE AND OWNED BROKERAGE

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• The RealVitalize program provides

home sellers with home improvement

resources prior to or during the home

listing period with no up-front costs or

interest fees

• RealVitalize partners with Angi

which offers the nation’s largest

network of pre-screened, homeowner-

rated home service professionals

• RealSure is a differentiated ibuying product:

• Gives homesellers a guaranteed cash

offer

• Provides opportunity to get a higher

price in the market using a Realogy

agent

• RealSure is helping to win listings

• Realogy and Home Partners of America (JV

partner) are accelerating RealSure in 2021

• Will expand to 20 markets

• Grow more aggressively in existing

markets

• Begin to go direct-to-consumer

CONSUMER OFFERINGS

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1. Adjusts up or down based on the previous quarter senior secured leverage ratio as defined by the senior secured credit facili ties.

2. Includes 75 basis points LIBOR floor.

3. Defined as net corporate debt divided by EBITDA as defined by the senior secured credit facilities. See Table 8b of our April 29, 2021 press release for a Net Debt Leverage Ratio calculation.

CAPITALIZATION TABLE

Pricing MaturityAs of March 31,

2021

Non-extended Revolving Credit Commitment L+225 1 February 2023 $ —

Extended Revolving Credit Commitment L+225 1 February 2025 —

Non-extended Term Loan A L+225 1 February 2023 197

Extended Term Loan A L+225 1 February 2025 237

Term Loan B L+225 2 February 2025 390

Senior Secured Second Lien Notes 7.625% June 2025 550

Senior Notes 4.875% June 2023 407

Senior Notes 9.375% April 2027 550

Senior Notes 5.750% January 2029 900

Finance Lease Obligations 28

Corporate Debt (excluding securitizations) 3,259

Less: Cash and cash equivalents 404

Net Corporate Debt (excluding securitizations) $ 2,855

EBITDA as defined by the Senior Secured Credit Agreement $ 935

Net Debt Leverage Ratio 3 3.1 x

Page 18: EARNINGS CALL Q1 2021 - Realogy Holdings Corp

APPENDIX

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Q1 2021 vs. Q1 2020

Amount % Change

Realogy Franchise Group 1

Closed Homesale Sides 244,698 20%

Average Homesale Price $394,000 22%

Average Broker Commission Rate 2.47% — bps

Net Royalty per Side $382 21%

Realogy Brokerage Group

Closed Homesale Sides 74,993 20%

Average Homesale Price $608,960 14%

Average Broker Commission Rate 2.43% 2 bps

Gross Commission Income per Side $15,393 13%

Realogy Title Group

Purchase Title and Closing Units 33,828 18%

Refinance Title and Closing Units 20,467 130%

Average Fee per Closing Unit $2,262 —%

(1) Includes all franchisees except for Realogy Brokerage Group.

KEY REVENUE DRIVERS

Page 20: EARNINGS CALL Q1 2021 - Realogy Holdings Corp

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Restructuring($ in millions)

Q1 2020 Q1 2021

Personnel-related costs 1 $ 3 $ 2

Facility-related costs 2 9 3

Total restructuring charges $ 12 $ 5

1. Personnel-related costs consist of severance costs provided to employees who have been terminated and duplicate payroll costs during

transition.

2. Facility-related costs consist of costs associated with planned facility closures such as contract termination costs, amortization of lease

assets that will continue to be incurred under the contract for its remaining term without economic benefit to the Company, accelerated

depreciation on asset disposals and other facility and employee relocation related costs.

RESTRUCTURING COSTS

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($ in millions)For the three months ended

3/31/2020 3/31/2021

Net (loss) income attributable to Realogy Holdings $ (462) $ 33

Income tax (benefit) expense (141) 17

(Loss) income before income taxes (603) 50

Add: Depreciation and amortization 45 51

Interest expense, net 101 38

Restructuring costs, net 1 12 5

Impairments 2 477 1

Loss on the early extinguishment of debt — 17

Operating EBITDA $ 32 $ 162

1. Restructuring charges incurred for the three months ended March 31, 2020 include $2 million at Realogy Franchise Group, $9 million at Realogy Brokerage

Group and $1 million at Realogy Title Group. Restructuring charges incurred for the three months ended March 31, 2021 include $2 million at Realogy

Franchise Group, $2 million at Realogy Brokerage Group and $1 million at Corporate and Other.

2. Non-cash impairments for the three months ended March 31, 2020 include a goodwill impairment charge of $413 million related to Realogy Brokerage

Group; an impairment charge of $30 million related to Realogy Franchise Group's trademarks; $30 million of impairment charges during the three months

ended March 31, 2020 (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds; and other asset

impairments of $4 million primarily related to lease asset impairments. Impairments for the three months ended March 31, 2021 relate to lease asset

impairments.

Note: Refer to Table 9 of the Press Release dated April 29, 2021 for the definitions of certain non-GAAP financial measures and the Company’s explanation of why it believes those non-GAAP measures are useful to investors.

GAAP RECONCILIATION

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GAAP RECONCILIATION

($ in millions)For the three months ended

3/31/2020 3/31/2021

Realogy Franchise Group $ 96 $ 141

Realogy Brokerage Group (51) (5)

Realogy Title Group 12 61

Corporate and Other (25) (35)

Operating EBITDA 32 162

Less: Depreciation and amortization 45 51

Interest expense, net 101 38

Income tax (benefit) expense (141) 17

Restructuring costs, net 1 12 5

Impairments 2 477 1

Loss on the early extinguishment of debt — 17

Net (loss) income attributable to Realogy Holdings $ (462) $ 33

1. Restructuring charges incurred for the three months ended March 31, 2020 include $2 million at Realogy Franchise Group, $9 million at Realogy Brokerage

Group and $1 million at Realogy Title Group. Restructuring charges incurred for the three months ended March 31, 2021 include $2 million at Realogy

Franchise Group, $2 million at Realogy Brokerage Group and $1 million at Corporate and Other.

2. Non-cash impairments for the three months ended March 31, 2020 include a goodwill impairment charge of $413 million related to Realogy Brokerage

Group; an impairment charge of $30 million related to Realogy Franchise Group's trademarks; $30 million of impairment charges during the three months

ended March 31, 2020 (while Cartus Relocation Services was held for sale) to reduce the net assets to the estimated proceeds; and other asset

impairments of $4 million primarily related to lease asset impairments. Impairments for the three months ended March 31, 2021 relate to lease asset

impairments.

Note: Refer to Table 9 of the Press Release dated April 29, 2021 for the definitions of certain non-GAAP financial measures and the Company’s explanation of why it believes those non-GAAP measures are useful to investors.

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Note: Refer to Table 7 of the Press Release dated April 29, 2021 for a reconciliation of net cash used in operating activities to Free Cash Flow.

Refer to Table 9 of the Press Release dated April 29, 2021 for the definitions of certain non-GAAP financial measures and the Company’s explanation of why it believes those non-GAAP measures are useful to investors.

($ in millions)For the three months ended

3/31/2020 3/31/2021

Net (loss) income attributable to Realogy Holdings $ (462) $ 33

Income tax (benefit) expense, net of payments (140) 15

Interest expense, net 101 38

Cash interest payments (20) (14)

Depreciation and amortization 45 51

Capital expenditures (29) (23)

Restructuring costs and former parent legacy items, net of payments (1) (5)

Impairments 477 1

Loss on the early extinguishment of debt — 17

Working capital adjustments (97) (169)

Relocation receivables (assets), net of securitization obligations (29) (11)

Free Cash Flow $ (155) $ (67)

GAAP RECONCILIATION