Cover Page and DEI Document and
Cover Page and DEI Document and Entity Information - $ / shares | 3 Months Ended | ||
Mar. 31, 2024 | Apr. 30, 2024 | Dec. 31, 2023 | |
Entity Information [Line Items] | |||
Document Type | 10-Q | ||
Document Quarterly Report | true | ||
Document Period End Date | Mar. 31, 2024 | ||
Document Transition Report | false | ||
Entity File Number | 001-35674 | ||
Entity Registrant Name | Anywhere Real Estate Inc. | ||
Entity Tax Identification Number | 20-8050955 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 175 Park Avenue | ||
Entity Address, City or Town | Madison | ||
Entity Address, State or Province | NJ | ||
Entity Address, Postal Zip Code | 07940 | ||
City Area Code | 973 | ||
Local Phone Number | 407-2000 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | HOUS | ||
Security Exchange Name | NYSE | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 111,106,672 | ||
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | $ 0.01 |
Entity Central Index Key | 0001398987 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2024 | ||
Document Fiscal Period Focus | Q1 | ||
Amendment Flag | false | ||
Anywhere Real Estate Group LLC | |||
Entity Information [Line Items] | |||
Entity File Number | 333-148153 | ||
Entity Registrant Name | Anywhere Real Estate Group LLC | ||
Entity Tax Identification Number | 20-4381990 | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Central Index Key | 0001355001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Revenues [Abstract] | |||
Net revenues | [1] | $ 1,126 | $ 1,131 |
Expenses | |||
Commission and other agent-related costs | 726 | 723 | |
Operating | 273 | 286 | |
Marketing | 45 | 49 | |
General and administrative | 99 | 123 | |
Former parent legacy cost, net | [2] | 1 | 16 |
Restructuring costs, net | [3],[4] | 11 | 25 |
Impairments | [5] | 6 | 4 |
Depreciation and amortization | 55 | 50 | |
Interest expense, net | 39 | 38 | |
Other income, net | (1) | (1) | |
Total expenses | 1,254 | 1,313 | |
Loss before income taxes, equity in losses and noncontrolling interests | (128) | (182) | |
Income tax benefit | (28) | (46) | |
Equity in losses of unconsolidated entities | 1 | 2 | |
Net loss | (101) | (138) | |
Less: Net income attributable to noncontrolling interests | 0 | 0 | |
Net loss attributable to Anywhere and Anywhere Group | $ (101) | $ (138) | |
Loss per share attributable to Anywhere shareholders: | |||
Basic loss per share | $ (0.91) | $ (1.26) | |
Diluted loss per share | $ (0.91) | $ (1.26) | |
Weighted average common and common equivalent shares of Anywhere outstanding: | |||
Basic | 110.7 | 109.8 | |
Diluted | 110.7 | 109.8 | |
Gross commission income | |||
Revenues [Abstract] | |||
Net revenues | [6] | $ 907 | $ 903 |
Service revenue | |||
Revenues [Abstract] | |||
Net revenues | [7] | 119 | 127 |
Franchise fees | |||
Revenues [Abstract] | |||
Net revenues | [8] | 70 | 69 |
Other | |||
Revenues [Abstract] | |||
Net revenues | [9] | $ 30 | $ 32 |
[1] 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 and $63 million for the three months ended March 31, 2024 and 2023, respectively. Such amounts are eliminated through the Corporate and Other line. Former parent legacy cost is recorded in Corporate and Other and relates to a legacy tax matter. (b) The three months ended March 31, 2024 includes restructuring charges of $1 million at Franchise Group, $6 million at Owned Brokerage Group and $4 million at Corporate and Other. The three months ended March 31, 2023 includes restructuring charges of $6 million at Franchise Group, $14 million at Owned Brokerage Group and $5 million at Corporate and Other. Restructuring charges for the three months ended March 31, 2024 include $10 million of expense related to the Operational Efficiencies Plan and $1 million of expense related to prior restructuring plans. Restructuring charges for the three months ended March 31, 2023 include $23 million of expense related to the Operational Efficiencies Plan and $2 million of expense related to prior restructuring plans. Non-cash impairments primarily related to leases and other assets. Service revenue primarily consists of title and escrow fees at Title Group and are recognized at a point in time at the closing of a homesale transaction. Service revenue at Franchise Group includes relocation fees, which are recognized as revenue when or as the related performance obligation is satisfied dependent on the type of service performed, and fees related to leads and related services, which are recognized at a point in time at the closing of a homesale transaction or at the completion of the related service. Franchise fees at Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). Other revenue is comprised of brand marketing funds received from franchisees at Franchise Group and other miscellaneous revenues across all of the business segments. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (101) | $ (138) |
Currency translation adjustment | (1) | 0 |
Defined benefit pension plan—amortization of actuarial gain (loss) to periodic pension cost | 0 | 1 |
Other comprehensive (loss) income, before tax | (1) | 1 |
Income tax expense related to items of other comprehensive income amounts | 0 | 0 |
Other comprehensive (loss) income, net of tax | (1) | 1 |
Comprehensive loss | (102) | (137) |
Less: comprehensive income attributable to noncontrolling interests | 0 | 0 |
Comprehensive loss attributable to Anywhere and Anywhere Group | $ (102) | $ (137) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 111 | $ 106 |
Restricted cash | 4 | 13 |
Trade receivables (net of allowance for doubtful accounts of $18 for both periods presented) | 109 | 105 |
Relocation receivables | 147 | 138 |
Other current assets | 226 | 218 |
Total current assets | 597 | 580 |
Property and equipment, net | 261 | 280 |
Operating lease assets, net | 369 | 380 |
Goodwill | 2,499 | 2,499 |
Trademarks | 586 | 586 |
Franchise agreements, net | 871 | 887 |
Other intangibles, net | 122 | 127 |
Other non-current assets | 494 | 500 |
Total assets | 5,799 | 5,839 |
Current liabilities: | ||
Accounts payable | 88 | 99 |
Securitization obligations | 110 | 115 |
Current portion of long-term debt | 639 | 307 |
Current portion of operating lease liabilities | 112 | 113 |
Accrued expenses and other current liabilities | 526 | 573 |
Total current liabilities | 1,475 | 1,207 |
Long-term debt | 2,053 | 2,235 |
Long-term operating lease liabilities | 325 | 333 |
Deferred income taxes | 179 | 207 |
Other non-current liabilities | 187 | 176 |
Total liabilities | 4,219 | 4,158 |
Equity: | ||
Anywhere preferred stock: $0.01 par value; 50,000,000 shares authorized, none issued and outstanding at March 31, 2024 and December 31, 2023 | $ 0 | $ 0 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Anywhere common stock: $0.01 par value; 400,000,000 shares authorized, 111,099,426 shares issued and outstanding at March 31, 2024 and 110,488,093 shares issued and outstanding at December 31, 2023 | $ 1 | $ 1 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Shares, Outstanding | 111,099,426 | 110,488,093 |
Additional paid-in capital | $ 4,814 | $ 4,813 |
Accumulated deficit | (3,192) | (3,091) |
Accumulated other comprehensive loss | (45) | (44) |
Total stockholders' equity | 1,578 | 1,679 |
Noncontrolling interests | 2 | 2 |
Total equity | 1,580 | 1,681 |
Total liabilities and equity | $ 5,799 | $ 5,839 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Operating Activities | |||
Net loss | $ (101) | $ (138) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 55 | 50 | |
Deferred income taxes | (28) | (47) | |
Impairments | [1] | 6 | 4 |
Amortization of deferred financing costs and debt premium | 2 | 2 | |
Gain on the sale of businesses, investments or other assets, net | 0 | (1) | |
Equity in losses of unconsolidated entities | 1 | 2 | |
Stock-based compensation | 4 | 4 | |
Other adjustments to net loss | (1) | 0 | |
Net change in assets and liabilities, excluding the impact of acquisitions and dispositions: | |||
Trade receivables | (5) | 52 | |
Relocation receivables | (9) | (26) | |
Other assets | 18 | 9 | |
Accounts payable, accrued expenses and other liabilities | (60) | (21) | |
Dividends received from unconsolidated entities | 0 | 1 | |
Other, net | (4) | (4) | |
Net cash used in operating activities | (122) | (113) | |
Investing Activities | |||
Property and equipment additions | (18) | (18) | |
Net proceeds from the sale of businesses | 0 | 6 | |
Proceeds from the sale of investments in unconsolidated entities | 0 | 6 | |
Other, net | 2 | 1 | |
Net cash used in investing activities | (16) | (5) | |
Financing Activities | |||
Net change in Revolving Credit Facility | 153 | 30 | |
Amortization payments on term loan facilities | (5) | (3) | |
Net change in securitization obligations | (5) | 11 | |
Taxes paid related to net share settlement for stock-based compensation | (3) | (4) | |
Other, net | (6) | (8) | |
Net cash provided by financing activities | 134 | 26 | |
Effect of changes in exchange rates on cash, cash equivalents and restricted cash | 0 | 0 | |
Net decrease in cash, cash equivalents and restricted cash | (4) | (92) | |
Cash, cash equivalents and restricted cash, beginning of period | 119 | 218 | |
Cash, cash equivalents and restricted cash, end of period | 115 | 126 | |
Supplemental Disclosure of Cash Flow Information | |||
Payments to Acquire Retained Interest in Securitized Receivables | 2 | 3 | |
Interest Paid, Excluding Capitalized Interest, Operating Activities | 31 | 39 | |
Income tax (refunds) payments, net | $ (1) | $ 1 | |
[1] Non-cash impairments primarily related to leases and other assets. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | EQUITY Condensed Consolidated Statement of Changes in Equity for Anywhere Three Months Ended March 31, 2024 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at December 31, 2023 110.5 $ 1 $ 4,813 $ (3,091) $ (44) $ 2 $ 1,681 Net loss — — — (101) — — (101) Other comprehensive loss — — — — (1) — (1) Stock-based compensation — — 4 — — — 4 Issuance of shares for vesting of equity awards 1.1 — — — — — — Shares withheld for taxes on equity awards (0.5) — (3) — — — (3) Balance at March 31, 2024 111.1 $ 1 $ 4,814 $ (3,192) $ (45) $ 2 $ 1,580 Three Months Ended March 31, 2023 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at December 31, 2022 109.5 $ 1 $ 4,805 $ (2,994) $ (48) $ 3 $ 1,767 Net loss — — — (138) — — (138) Other comprehensive income — — — — 1 — 1 Stock-based compensation — — 4 — — — 4 Issuance of shares for vesting of equity awards 1.4 — — — — — — Shares withheld for taxes on equity awards (0.5) — (4) — — — (4) Balance at March 31, 2023 110.4 $ 1 $ 4,805 $ (3,132) $ (47) $ 3 $ 1,630 Condensed Consolidated Statement of Changes in Equity for Anywhere Group The Company has not included a statement of changes in equity for Anywhere Group as the operating results of Anywhere Group are consistent with the operating results of Anywhere as all revenue and expenses of Anywhere Group flow up to Anywhere and there are no incremental activities at the Anywhere level. The only difference between Anywhere Group and Anywhere is that the $1 million in par value of common stock in Anywhere's equity is included in additional paid-in capital in Anywhere Group's equity. Stock Repurchases The Company may repurchase shares of its common stock under authorizations from its Board of Directors. Shares repurchased are retired and not displayed separately as treasury stock on the condensed consolidated financial statements. The par value of the shares repurchased and retired is deducted from common stock and the excess of the purchase price over par value is first charged against any available additional paid-in capital with the balance charged to retained earnings. Direct costs incurred to repurchase the shares are included in the total cost of the shares. The Company's Board of Directors authorized a share repurchase program of up to $300 million of the Company's common stock in February 2022. The Company has not repurchased any shares under the share repurchase programs since 2022. As of March 31, 2024, $203 million remained available for repurchase under the share repurchase program. The Company is subject to limitations on share repurchases, which include compliance with the terms of our debt agreements. Stock-Based Compensation During the first quarter of 2024, the Company granted restricted stock units related to 1.3 million shares with a grant date fair value of $6.09 and performance share units ("PSU") related to 1.3 million shares with a grant date fair value of $6.44. The Company granted all time-based equity awards in the form of restricted stock units which are subject to ratable vesting over a three-year period. During the first quarter of 2024, the Company incorporated investor feedback in the design of its 2024 long-term incentive program in an effort to reduce volatility of payouts. The Company redesigned the PSU award tied to free cash flow achieved over a three-year period. Specifically, free cash flow targets are now set annually instead of a three-year cumulative goal set at the beginning of the three-year cycle, with the actual payout being the average of the payouts of the three separate annual achievements, subject to further adjustment based upon how Anywhere's common stock performed against a peer group over the three-year period. The actual payout, if any, will be subject to a 15% +/- adjustment if the total stockholder return of Anywhere's common stock is at or above the 75th percentile or below the 25th percentile of the total stockholder return of the peer group the Company's Compensation and Talent Management Committee uses to benchmark executive compensation (subject to additional weighting for the Company's direct peers in that peer group). With the foregoing change, the Company eliminated the separate PSU awards tied to the total stockholder return of Anywhere's common stock relative to the total stockholder return of the S&P MidCap 400 index, referred to as our RTSR PSU units. |
Basis Of Presentation
Basis Of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis Of Presentation | 1. BASIS OF PRESENTATION Anywhere Real Estate Inc. ("Anywhere" or the "Company") is a holding company for its consolidated subsidiaries including Anywhere Intermediate Holdings LLC ("Anywhere Intermediate") and Anywhere Real Estate Group LLC ("Anywhere Group") and its consolidated subsidiaries. Anywhere, through its subsidiaries, is a global provider of residential real estate services. Neither Anywhere, the indirect parent of Anywhere Group, nor Anywhere Intermediate, the direct parent company of Anywhere Group, conducts any operations other than with respect to its respective direct or indirect ownership of Anywhere Group. As a result, the consolidated financial positions, results of operations, comprehensive loss and cash flows of Anywhere, Anywhere Intermediate and Anywhere Group are the same. The accompanying Condensed Consolidated Financial Statements include the financial statements of Anywhere and Anywhere Group. Anywhere's only asset is its investment in the common stock of Anywhere Intermediate, and Anywhere Intermediate's only asset is its investment in Anywhere Group. Anywhere's only obligations are its guarantees of certain borrowings and certain franchise obligations of Anywhere Group. All expenses incurred by Anywhere and Anywhere Intermediate are for the benefit of Anywhere Group and have been reflected in Anywhere Group's Condensed Consolidated Financial Statements. The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America and with Article 10 of Regulation S-X. Interim results may not be indicative of full year performance because of seasonal and short-term variations. The Company has eliminated all material intercompany transactions and balances between entities consolidated in these financial statements. In presenting the Condensed Consolidated Financial Statements, management makes estimates and assumptions that affect the amounts reported and the related disclosures. Estimates, by their nature, are based on judgment and available information. Accordingly, actual results could differ materially from those estimates. In management's opinion, the accompanying unaudited Condensed Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair statement of Anywhere and Anywhere Group's financial position as of March 31, 2024 and the results of operations and comprehensive loss for the three months ended March 31, 2024 and 2023 and cash flows for the three months ended March 31, 2024 and 2023. The Consolidated Balance Sheet at December 31, 2023 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2023. The Company reports its operations in the following three business segments: • Anywhere Brands ("Franchise Group") —franchises a portfolio of well-known, industry-leading franchise brokerage brands, including Better Homes and Gardens ® Real Estate, Century 21 ® , Coldwell Banker ® , Coldwell Banker Commercial ® , Corcoran ® , ERA ® and Sotheby's International Realty ® . This segment also includes the Company's global relocation services operation through Cartus ® Relocation Services ("Cartus") and lead generation activities through Anywhere Leads Inc. ("Leads Group"). • Anywhere Advisors ("Owned Brokerage Group") —operates a full-service real estate brokerage business under the Coldwell Banker ® , Corcoran ® and Sotheby’s International Realty ® brand names in many of the largest metropolitan areas in the U.S. This segment also includes the Company's share of equity earnings or losses from the Company's minority-owned real estate auction joint venture. • Anywhere Integrated Services ("Title Group") —provides full-service title, escrow and settlement services to consumers, real estate companies, corporations and financial institutions primarily in support of residential real estate transactions. This segment also includes the Company's share of equity earnings or losses from Guaranteed Rate Affinity, the Company's minority-owned mortgage origination joint venture, and from the Company's minority-owned title insurance underwriter joint venture. Fair Value Measurements The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level Input: Input Definitions: Level I Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level II Inputs other than quoted prices included in Level I that are observable for the asset or liability through corroboration with market data at the measurement date. Level III Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The availability of observable inputs can vary from asset to asset and is affected by a wide variety of factors, including, for example, the type of asset, whether the asset is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level III. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The fair value of financial instruments is generally determined by reference to quoted market values. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The fair value of interest rate swaps is determined based upon a discounted cash flow approach. The Company measures financial instruments at fair value on a recurring basis and recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred. The following table summarizes fair value measurements by level at March 31, 2024 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 1 $ — $ — $ 1 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 3 3 The following table summarizes fair value measurements by level at December 31, 2023 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 1 $ — $ — $ 1 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 4 4 The fair value of the Company’s contingent consideration for acquisitions is measured using a probability weighted-average discount rate to estimate future cash flows based upon the likelihood of achieving future operating results for individual acquisitions. These assumptions are deemed to be unobservable inputs and as such the Company’s contingent consideration is classified within Level III of the valuation hierarchy. The Company reassesses the fair value of the contingent consideration liabilities on a quarterly basis. The following table presents changes in Level III financial liabilities measured at fair value on a recurring basis: Level III Fair value of contingent consideration at December 31, 2023 $ 4 Additions: contingent consideration related to acquisitions completed during the period — Reductions: payments of contingent consideration (1) Changes in fair value (reflected in general and administrative expenses) — Fair value of contingent consideration at March 31, 2024 $ 3 The following table summarizes the principal amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at: March 31, 2024 December 31, 2023 Debt Principal Amount Estimated Principal Amount Estimated Revolving Credit Facility $ 438 $ 438 $ 285 $ 285 Term Loan A Facility 202 201 206 205 7.00% Senior Secured Second Lien Notes 640 568 640 590 5.75% Senior Notes 576 407 576 448 5.25% Senior Notes 457 311 457 336 0.25% Exchangeable Senior Notes 403 320 403 314 _______________ (a) The fair value of the Company's indebtedness is categorized as Level II. Equity Method Investments At March 31, 2024, the Company had various equity method investments totaling $177 million recorded on the other non-current assets line on the accompanying Condensed Consolidated Balance Sheets. Although the Company holds certain governance rights, it lacks controlling financial or operational interests in these investments. The Company's 49.9% minority-owned mortgage origination joint venture with Guaranteed Rate, Inc. ("Guaranteed Rate Affinity") at Title Group had an investment balance of $65 million and $67 million at March 31, 2024 and December 31, 2023, respectively. The Company recorded equity in losses of $2 million related to its investment in Guaranteed Rate Affinity during both the three months ended March 31, 2024 and 2023. The Company's 25% equity interest in the Title Insurance Underwriter Joint Venture at Title Group had an investment balance of $74 million at both March 31, 2024 and December 31, 2023. The Company recorded no equity in earnings and $1 million of equity in earnings related to its investment in the Title Insurance Underwriter Joint Venture during the three months ended March 31, 2024 and 2023, respectively. The Company's various other equity method investments at Title Group and Brokerage Group had a total investment balance of $38 million and $37 million at March 31, 2024 and December 31, 2023, respectively. The Company recorded equity in earnings of $1 million and equity in losses of $1 million related to these investments during the three months ended March 31, 2024 and 2023, respectively. Income Taxes The Company's provision for income taxes in interim periods is computed by applying its estimated annual effective tax rate against the income before income taxes for the period. In addition, non-recurring or discrete items are recorded in the period in which they occur. The provision for income taxes was a benefit of $28 million and $46 million for the three months ended March 31, 2024 and 2023, respectively. Revenue Revenue is recognized upon the transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services in accordance with the revenue accounting standard. The Company's revenue is disaggregated by major revenue categories on our Condensed Consolidated Statements of Operations and further disaggregated by business segment as follows: Three Months Ended March 31, Franchise Group Owned Brokerage Group Title Group Corporate and Other Total 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Gross commission income (a) $ — $ — $ 907 $ 903 $ — $ — $ — $ — $ 907 $ 903 Service revenue (b) 46 55 4 4 69 68 — — 119 127 Franchise fees (c) 131 129 — — — — (61) (60) 70 69 Other (d) 23 23 8 8 2 4 (3) (3) 30 32 Net revenues $ 200 $ 207 $ 919 $ 915 $ 71 $ 72 $ (64) $ (63) $ 1,126 $ 1,131 ______________ (a) Gross commission income at Owned Brokerage Group is recognized at a point in time at the closing of a homesale transaction. (b) Service revenue primarily consists of title and escrow fees at Title Group and are recognized at a point in time at the closing of a homesale transaction. Service revenue at Franchise Group includes relocation fees, which are recognized as revenue when or as the related performance obligation is satisfied dependent on the type of service performed, and fees related to leads and related services, which are recognized at a point in time at the closing of a homesale transaction or at the completion of the related service. (c) Franchise fees at Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). (d) Other revenue is comprised of brand marketing funds received from franchisees at Franchise Group and other miscellaneous revenues across all of the business segments. The following table shows the change in the Company's contract liabilities (deferred revenue) related to revenue contracts by reportable segment for the period: Beginning Balance at January 1, 2024 Additions during the period Recognized as Revenue during the period Ending Balance at March 31, 2024 Franchise Group: Deferred area development fees (a) $ 39 $ 1 $ (1) $ 39 Deferred brand marketing fund fees (b) 19 16 (17) 18 Deferred outsourcing management fees (c) 3 9 (8) 4 Other deferred income related to revenue contracts 8 9 (6) 11 Total Franchise Group 69 35 (32) 72 Owned Brokerage Group: Advanced commissions related to development business (d) 12 3 (3) 12 Other deferred income related to revenue contracts 3 3 (1) 5 Total Owned Brokerage Group 15 6 (4) 17 Total $ 84 $ 41 $ (36) $ 89 _______________ (a) The Company collects initial area development fees ("ADF") for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from Anywhere’s brands. In the event an ADF agreement is terminated prior to the end of its term, the unamortized deferred revenue balance will be recognized into revenue immediately upon termination. (b) Revenues recognized include intercompany marketing fees paid by Owned Brokerage Group. (c) The Company earns revenues from outsourcing management fees charged to clients that may cover several of the various relocation services according to the clients' specific needs. Outsourcing management fees are recorded as deferred revenue when billed (usually at the start of the relocation) and are recognized as revenue over the average time period required to complete the transferee's move, or a phase of the move that the fee covers, which is typically 3 to 6 months depending on the move type. (d) New development closings generally have a development period of between 18 and 24 months from contracted date to closing. Allowance for Doubtful Accounts The Company estimates the allowance necessary to provide for uncollectible accounts receivable. The estimate is based on historical experience, combined with a review of current conditions and forecasts of future losses, and includes specific accounts for which payment has become unlikely. The process by which the Company calculates the allowance is performed in the individual business units where specific problem accounts are identified and reserved primarily based upon the age profile of the receivables and specific payment issues, combined with reasonable and supportable forecasts of future losses. Supplemental Cash Flow Information Significant non-cash transactions included finance lease additions of $3 million and $2 million during the three months ended March 31, 2024 and 2023, respectively, which resulted in non-cash additions to property and equipment, net and other non-current liabilities. Leases The Company's lease obligations as of March 31, 2024 have not changed materially from the amounts reported in the 2023 Form 10-K. Recently Issued Accounting Pronouncements The Company systematically reviews and evaluates the relevance and implications of all Accounting Standards Updates ("ASUs"). While recently issued standards not expressly listed below were scrutinized, they were deemed either inapplicable or anticipated to not have a material impact on the Company's consolidated financial position or results of operations. The FASB issued ASU 2023-07, " Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" . This standard does not alter the methodology employed by the Company in identifying its operating segments, aggregating those operating segments or applying the quantitative thresholds to determine its reportable segments. Instead, the new standard adds required disclosures concerning significant segment expenses that are regularly provided to or easily computed from information regularly provided to by the chief operating decision maker ("CODM") and included within the Company's reported measure of segment profit of loss, as well as certain other disclosures. The new standard also allows disclosure of multiple measures of segment profitability if those measures are used to allocate resources and assess performance by the CODM. Furthermore, certain annual disclosures will be required on an interim basis. The new standard is effective for annual financial statements of public business entities for fiscal years beginning after December 15, 2023 and in interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The new guidance should be adopted retrospectively unless impracticable. The Company is currently evaluating the impact of the new guidance on its financial statement disclosures. The FASB issued ASU 2023-09, " Income Taxes (Topic 740): Improvements to Income Tax Disclosures" . This standard includes enhanced income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid for annual periods. The new standard is effective for annual financial statements of public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted. The new guidance should be adopted on a prospective basis with retrospective application permitted. The Company is currently evaluating the impact of the new guidance on its financial statement disclosures. SEC Rule on Climate-Related Disclosures In March 2024, the SEC adopted final regulations aimed at improving and streamlining climate-related disclosures for publicly traded companies and in public offerings. These regulations represent the SEC's response to investors' calls for more uniform, comparable, and trustworthy data regarding the financial implications of climate-related risks on a company's operations, as well as its strategies for managing such risks. The registrants will be required to provide disclosure, subject to existing audit requirements, regarding the effects of severe weather events and other natural conditions on the financial statements; financial information related to certain carbon offsets and renewable energy certificates; and material impacts on financial estimates and assumptions that are due to severe weather events and other natural conditions or disclosed climate-related targets or transition plans. Additional disclosure requirements will include: material direct and indirect (Scope 1 and Scope 2) greenhouse gas emissions; governance and oversight of material climate-related risks; the material impact of climate risks on the company’s strategy, results of operations and financial condition; risk management processes for material climate-related risks; and material climate targets and goals. The new rules are effective 60 days after being published in the Federal Register and will be effective for all calendar year end companies for the fiscal year 2025 (with some disclosures delayed further) on a prospective basis, with the earliest reporting date beginning in 2026. On April 4, 2024, the SEC voluntarily stayed implementation of the new rules, pending completion of judicial review of consolidated challenges to those rules by the U.S. Court of Appeals for the Eighth Circuit. The SEC final rules follow on the heels of the California climate legislation that will require public and private companies that do business in California to disclose their greenhouse gas emissions and their climate-related financial risks. The Company is currently evaluating the impact of the new laws and regulations. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Notes) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure | GOODWILL AND INTANGIBLE ASSETS Goodwill Changes in the carrying amount of Goodwill and Accumulated impairment losses by reportable segment are as follows: Franchise Group Owned Brokerage Group Title Group Total Goodwill (gross) at December 31, 2023 $ 3,953 $ 1,089 $ 455 $ 5,497 Goodwill acquired — — — — Goodwill reduction — — — — Goodwill (gross) at March 31, 2024 3,953 1,089 455 5,497 Accumulated impairment losses at December 31, 2023 (1,586) (1,088) (324) (2,998) Goodwill impairment — — — — Accumulated impairment losses at March 31, 2024 (a) (1,586) (1,088) (324) (2,998) Goodwill (net) at March 31, 2024 $ 2,367 $ 1 $ 131 $ 2,499 _______________ (a) Includes impairment charges which reduced goodwill by $25 million during 2023, $394 million during 2022, $540 million during 2020, $253 million during 2019, $1,279 million during 2008 and $507 million during 2007. Intangible Assets Intangible assets are as follows: As of March 31, 2024 As of December 31, 2023 Gross Accumulated Net Gross Accumulated Net Amortizable—Franchise agreements (a) $ 2,010 $ 1,139 $ 871 $ 2,010 $ 1,123 $ 887 Indefinite life—Trademarks (b) $ 586 $ 586 $ 586 $ 586 Other Intangibles Amortizable—License agreements (c) $ 45 $ 16 $ 29 $ 45 $ 16 $ 29 Amortizable—Customer relationships (d) 454 391 63 454 385 69 Indefinite life—Title plant shares (e) 29 29 28 28 Amortizable—Other (f) 7 6 1 7 6 1 Total Other Intangibles $ 535 $ 413 $ 122 $ 534 $ 407 $ 127 _______________ (a) Generally amortized over a period of 30 years. (b) Primarily related to real estate franchise, title and relocation trademarks which are expected to generate future cash flows for an indefinite period of time. (c) Relates to the Sotheby’s International Realty ® and Better Homes and Gardens ® Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements). (d) Relates to the customer relationships which are being amortized over a period of 10 to 20 years. (e) Ownership in a title plant is required to transact title insurance in certain states. The Company expects to generate future cash flows for an indefinite period of time. (f) Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 3 to 5 years. Intangible asset amortization expense is as follows: Three Months Ended March 31, 2024 2023 Franchise agreements $ 16 $ 17 Customer relationships 6 5 Other — 1 Total $ 22 $ 23 Based on the Company’s amortizable intangible assets as of March 31, 2024, the Company expects related amortization expense for the remainder of 2024, the four succeeding years and thereafter to be approximately $67 million, $89 million, $89 million, $74 million, $68 million and $577 million, respectively. |
Other Current Assets, Accrued E
Other Current Assets, Accrued Expenses And Other Current Liabilities (Notes) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Other Current Assets, Accounts Payable, Accrued Liabilities and Other Liabilities Disclosure, Current | OTHER CURRENT ASSETS AND ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Other current assets consisted of: March 31, 2024 December 31, 2023 Prepaid contracts and other prepaid expenses $ 93 $ 78 Prepaid agent incentives 45 49 Franchisee sales incentives 29 30 Other 59 61 Total other current assets $ 226 $ 218 Accrued expenses and other current liabilities consisted of: March 31, 2024 December 31, 2023 Accrued payroll and related employee costs $ 100 $ 158 Advances from clients 27 29 Accrued volume incentives 27 28 Accrued commissions 32 34 Restructuring accruals 16 14 Deferred income 59 53 Accrued interest 43 34 Current portion of finance lease liabilities 8 9 Due to former parent 39 38 Other 175 176 Total accrued expenses and other current liabilities $ 526 $ 573 |
Short and Long-Term Debt
Short and Long-Term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Short And Long-Term Debt | SHORT AND LONG-TERM DEBT Total indebtedness is as follows: March 31, 2024 December 31, 2023 Revolving Credit Facility $ 438 $ 285 Term Loan A Facility 201 206 7.00% Senior Secured Second Lien Notes 628 627 5.75% Senior Notes 576 576 5.25% Senior Notes 451 451 0.25% Exchangeable Senior Notes 398 397 Total Short-Term & Long-Term Debt $ 2,692 $ 2,542 Securitization Obligations: Apple Ridge Funding LLC $ 110 $ 115 Indebtedness Table As of March 31, 2024, the Company’s borrowing arrangements were as follows: Interest Expiration Principal Amount Unamortized Premium and Debt Issuance Costs Net Amount Revolving Credit Facility (1) (2) July 2027 (3) $ 438 $ * $ 438 Term Loan A Facility (4) (5) February 2025 202 1 201 Senior Secured Second Lien Notes 7.00% April 2030 640 12 628 Senior Notes 5.75% January 2029 576 — 576 Senior Notes 5.25% April 2030 457 6 451 Exchangeable Senior Notes 0.25% June 2026 403 5 398 Total Short-Term & Long-Term Debt $ 2,716 $ 24 $ 2,692 Securitization obligations: (6) Apple Ridge Funding LLC May 2024 $ 110 $ * $ 110 _______________ * The debt issuance costs related to our Revolving Credit Facility and securitization obligations are classified as a deferred financing asset within other assets. (1) As of March 31, 2024, the Company had $1,100 million of borrowing capacity under its Revolving Credit Facility. As of March 31, 2024, there were $438 million of outstanding borrowings under the Revolving Credit Facility and $33 million of outstanding undrawn letters of credit. On April 24, 2024, the Company had $525 million of outstanding borrowings under the Revolving Credit Facility and $34 million of outstanding undrawn letters of credit. (2) The interest rate with respect to revolving loans under the Revolving Credit Facility at March 31, 2024 is based on, at the Company's option, Term Secured Overnight Financing Rate (" SOFR ") plus a 10 basis point credit spread adjustment or JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the SOFR margin was 1.75% and the ABR margin was 0.75% for the three months ended March 31, 2024. (3) The maturity date of the Revolving Credit Facility is July 27, 2027 and may spring forward to an earlier date as follows: (i) if on or before March 16, 2026, the 0.25% Exchangeable Senior Notes have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise discharged, defeased or repaid by March 16, 2026), the maturity date of the Revolving Credit Facility will be March 16, 2026; and (ii) if on or before November 9, 2024, the "term A loans" under the Term Loan A Agreement have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise repaid by November 9, 2024), the maturity date of the Revolving Credit Facility will be November 9, 2024. (4) The i nterest rate with respect to outstanding borrowings under the Term Loan A Facility at March 31, 2024 is based on, at the Company's option, Term SOFR plus a 10 basis point credit spread adjustment or ABR, plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the SOFR margin was 1.75% and the ABR margin was 0.75% for the three months ended March 31, 2024. (5) The Term Loan A Facility provides for quarterly amortization payments based on a percentage of the original principal amount of $237 million as follows: 1.25% per quarter from June 30, 2022 to March 31, 2023; 1.875% per quarter from June 30, 2023 to March 31, 2024; and 2.50% per quarter for periods ending on or after June 30, 2024, with the balance of the Term Loan A Facility due at maturity on February 8, 2025. (6) Anywhere Group has secured obligations through Apple Ridge Funding LLC under a securitization program which expires in May 2024 and for which the Company is currently engaged in the renewal process. As of March 31, 2024, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program with $110 million being utilized leaving $90 million of available capacity subject to maintaining sufficient relocation related assets to collateralize the securitization obligation. Certain of the funds that Anywhere Group receives from relocation receivables and related assets are required to be utilized to repay securitization obligations. These obligations are collateralized by $143 million and $146 million of underlying relocation receivables and other related relocation assets at March 31, 2024 and December 31, 2023, respectively. Substantially all relocation related assets are realized in less than twelve months from the transaction date. Accordingly, all of Anywhere Group's securitization obligations are classified as current in the accompanying Condensed Consolidated Balance Sheets. Interest incurred in connection with borrowings under the facility amounted to $2 million and $3 million for the three months ended March 31, 2024 and 2023, respectively. This interest is recorded within net revenues in the accompanying Condensed Consolidated Statements of Operations as related borrowings are utilized to fund Anywhere Group's relocation operations where interest is generally earned on such assets. The securitization obligations represent floating rate debt for which the average weighted interest rate was 8.6% and 7.0% for the three months ended March 31, 2024 and 2023, respectively. Maturities Table As of March 31, 2024, the combined aggregate amount of maturities for long-term borrowings for the remainder of 2024 and each of the next four years is as follows: Year Amount Remaining 2024 (a) $ 456 2025 184 2026 403 2027 — 2028 — _______________ (a) Remaining 2024 includes amortization payments totaling $18 million for the Term Loan A Facility, as well as $438 million of outstanding borrowings under the Revolving Credit Facility which expires in July 2027 (subject to earlier spring maturity) but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility. The current portion of long-term debt of $639 million shown on the Condensed Consolidated Balance Sheets consists of $438 million of outstanding borrowings under the Revolving Credit Facility and $201 million of outstanding borrowings under the Term Loan A Facility expiring February 8, 2025. |
Restructuring Costs (Notes)
Restructuring Costs (Notes) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | RESTRUCTURING COSTS Restructuring charges were $11 million and $25 million for the three months ended March 31, 2024 and 2023, respectively. The components of the restructuring charges were as follows: Three Months Ended March 31, 2024 2023 Personnel-related costs (1) $ 5 $ 11 Facility-related costs (2) 6 14 Total restructuring charges (3) $ 11 $ 25 _______________ (1) Personnel-related costs consist of severance costs provided to employees who have been terminated. (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. (3) Restructuring charges for the three months ended March 31, 2024 include $10 million of expense related to the Operational Efficiencies Plan and $1 million of expense related to prior restructuring plans. Restructuring charges for the three months ended March 31, 2023 include $23 million of expense related to the Operational Efficiencies Plan and $2 million of expense related to prior restructuring plans. Operational Efficiencies Plan The Company continues to execute on its strategic plan ("the Operational Efficiencies Plan" or "the Plan") to optimize operational efficiency, reduce its office footprint costs, centralize certain aspects of its operational support structure and drive changes in how it serves its affiliated independent sales agents as well as consumers from a marketing and technology perspective. In January 2023, the Company executed a meaningful workforce reduction driven by worsening trends in the housing market beginning in 2022. The Company has and will incur additional costs in 2024, primarily associated with facility closures that are part of the continued execution of the Plan. These actions build on the multiple other cost reduction and spending reprioritization initiatives such as simplified and more integrated and digitized offerings, systems and support. Delivering the Company’s business model more digitally is an increasing part of improving the agent, franchisee and consumer experience and the Company's ongoing cost focus. The Company expects to continue to prioritize investments in efforts to support its independent sales agents, franchisees and consumers which includes investments in technology and innovative products, lead generation and franchisee support. The following is a reconciliation of the beginning and ending reserve balances related to the Plan: Personnel-related costs Facility-related costs Total Balance at December 31, 2023 $ 10 $ 4 $ 14 Restructuring charges (1) 5 5 10 Costs paid or otherwise settled (4) (4) (8) Balance at March 31, 2024 $ 11 $ 5 16 _______________ (1) In addition, the Company incurred $5 million of facility-related costs for lease asset impairments in connection with the Plan during the three months ended March 31, 2024. The following table shows the total costs currently expected to be incurred by type of cost related to the Plan: Total amount expected to be incurred Amount incurred Total amount remaining to be incurred Personnel-related costs $ 42 $ 40 $ 2 Facility-related costs 48 33 15 Total $ 90 $ 73 $ 17 The following table shows the total costs currently expected to be incurred by reportable segment related to the Plan: Total amount expected to be incurred Amount incurred Total amount remaining to be incurred Franchise Group $ 14 $ 14 $ — Owned Brokerage Group 61 45 16 Title Group 5 4 1 Corporate and Other 10 10 — Total $ 90 $ 73 $ 17 Prior Restructuring Plans During 2019, the Company took various strategic initiatives to reduce costs and institute operational and facility related efficiencies to drive profitability. During 2020, as a result of the COVID-19 pandemic, the Company transitioned substantially all of its employees to a remote-work environment which allowed the Company to reevaluate its office space needs. As a result, additional facility and operational efficiencies were identified and implemented which included the transformation of its corporate headquarters in Madison, New Jersey to an open-plan innovation hub. At December 31, 2023, the remaining liability related to these initiatives was $9 million. During the three months ended March 31, 2024, the Company incurred $1 million of costs and paid or settled $2 million of costs resulting in a remaining accrual of $8 million at March 31, 2024. The remaining accrual of $8 million and total amount remaining to be incurred of $19 million primarily relate to the transformation of the Company's corporate headquarters. |
Commitments And Contingencies (
Commitments And Contingencies (Notes) | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | COMMITMENTS AND CONTINGENCIES Litigation The Company is involved in claims, legal proceedings, alternative dispute resolution and governmental inquiries or regulatory actions related to alleged improper business practices, compliance, securities, franchise, brokerage, commercial, employment, regulatory, intellectual property, tax and contract disputes, including the matters described below. The Company believes that it has adequately accrued for legal matters as appropriate. The Company records litigation accruals for legal matters when it is both probable that a liability will be incurred, and the amount of the loss can be reasonably estimated. Where the reasonable estimate of the probable loss is a range, the Company records as an accrual in its financial statements the most likely estimate of the loss, or the low end of the range if there is no one best estimate. For other litigation for which a loss is reasonably possible, the Company is unable to estimate a range of reasonably possible losses. Litigation and other disputes are inherently unpredictable and subject to substantial uncertainties and unfavorable developments and resolutions could occur and even cases brought by us can involve counterclaims asserted against us. Even in matters in which we are not a named party, regulatory investigations and other litigation can have significant implications for the Company, particularly in employment law, various regulatory compliance obligations and litigation involving trade associations or MLSs, as changes to their rules and practices can directly impact us. In addition, litigation and other legal matters, including class action lawsuits, multi-party litigation and regulatory proceedings challenging practices that have broad impact, can be costly to defend and, depending on the class size and claims, could be costly to settle. Insurance coverage may be unavailable for certain types of claims (including antitrust and Telephone Consumer Protection Act ("TCPA") litigation) and even where available, insurance carriers may dispute coverage for various reasons, including the cost of defense, there is a deductible for each such case, and such insurance may not be sufficient to cover the losses the Company incurs. From time to time, even if the Company believes it has substantial defenses, it may consider litigation settlements based on a variety of circumstances. Due to the foregoing factors as well as the factors set forth below, the Company could incur charges or judgments or enter into settlements of claims, based upon future events or developments, with liabilities that are materially in excess of amounts accrued and these judgments or settlements could have a material adverse effect on the Company’s financial condition, results of operations or cash flows in any particular period. As such, an increase in accruals for one or more of these matters in any reporting period may have a material adverse effect on the Company's results of operations and cash flows for that period. The below captioned matters address certain current litigation involving the Company. The captioned matters described herein cover evolving, complex litigation and the Company assesses its accruals on an ongoing basis taking into account the procedural stage and developments in the litigation. The Company disputes the allegations against it in each of these matters, believes it has substantial defenses against plaintiffs' claims and is vigorously defending these actions (though the courts have stayed its defense in the Burnett and Moehrl cases as part of the recent settlement of those cases described below). All of these matters are presented as currently captioned, but as noted elsewhere in this Quarterly Report, Realogy Holdings Corp. has been renamed Anywhere Real Estate Inc. Antitrust Litigation The cases included under this header, Antitrust Litigation, are class actions that challenge residential real estate industry rules and practices for the offer and payment of buyer-broker commissions and certain alleged associated practices. The issues raised by these cases are pending in multiple jurisdictions, are at various stages of litigation, claim to cover lengthy periods, involve different assertions with respect to liability and damages, include federal and certain state law claims, involve numerous and differing parties, and—given that antitrust laws generally provide for joint and several liability and treble damages—could result in a broad range of outcomes, making it difficult to predict possible damages or how legal, factual and damages issues will be resolved. The Company has settled certain of these cases. More recent settlements by National Association of Realtors ("NAR"), other Realtor ® associations or MLSs involve injunctive relief that, when approved and implemented, will impact the entire industry, including our owned brokerages and those of our franchisees. Further, since late October 2023, more than thirty additional lawsuits with similar or related claims have been filed against various real estate brokerages, NAR, MLSs, and/or state and local Realtor Associations, about a third of which name Anywhere, its subsidiaries or franchisees. In those cases, plaintiffs have generally either agreed to dismiss or stay the actions against Anywhere, its subsidiaries or franchisees pending final approval of the nationwide settlement that would release most claims asserted in the cases filed after October 2023. The Company believes that additional antitrust litigation and investigations related to other industry practices, may be possible beyond what has already been filed. Burnett, Hendrickson, Breit, Trupiano, and Keel v. The National Association of Realtors, Realogy Holdings Corp., Homeservices of America, Inc., BHH Affiliates LLC, HSF Affiliates, LLC, RE/MAX LLC, and Keller Williams Realty, Inc. (U.S. District Court for the Western District of Missouri). This is a certified class action case, which was initially filed on April 29, 2019 and amended three times and tried with a jury verdict on October 31, 2023 (formerly captioned as Sitzer ). The plaintiffs allege that the defendants engaged in a continuing contract, combination, or conspiracy to unreasonably restrain trade and commerce in violation of Section 1 of the Sherman Act because defendant NAR allegedly established mandatory anticompetitive policies and rules for the multiple listing services and its members that require an offer of buyer-broker compensation when listing a property. The plaintiffs' experts argue that "but for" the challenged NAR policies and rules, these offers of buyer-broker compensation would not be made and plaintiffs seek the recovery of full commissions paid to buyers’ brokers as to both brokerage and franchised operations in the relevant geographic area. The plaintiffs further allege that commission sharing, which provides for the broker representing the seller sharing or paying a portion of its commission to the broker representing the buyer, is anticompetitive and violates the Sherman Act, and that the brokerage/franchisor defendants conspired with NAR by requiring their respective brokerages/franchisees to comply with NAR’s policies, rules, and Code of Ethics, and engaged in other allegedly anticompetitive conduct including, but not limited to, steering and agent education that allegedly promotes the practice of paying buyer-broker compensation and discourages commission negotiation. Plaintiffs’ experts dispute defendants’ contention that the practice of offering and paying buyer-broker compensation is based on natural and legitimate economic incentives and benefits that exist irrespective of the challenged NAR policies and rules and plaintiffs also contend that international practices are comparable benchmarks. The antitrust claims in the Burnett litigation are limited both in allegations and relief sought to home sellers who from April 29, 2015, to the present used a listing broker affiliated with one of the brokerage/franchisor defendants in four multiple listing services ("MLSs") that primarily serve the State of Missouri, purportedly in violation of federal and Missouri antitrust laws. The plaintiffs also seek injunctive relief enjoining the defendants from requiring home sellers to pay buyer-broker commissions or from otherwise restricting competition among brokers, an award of damages and/or restitution for the class period, attorneys' fees and costs of suit. Plaintiffs allege joint and several liability and seek treble damages. In September 2019, the Department of Justice ("DOJ") filed a statement of interest and appearances for this matter and, in July 2020 and July 2021, requested the Company provide it with all materials produced in this matter. The Court granted class certification on April 22, 2022 and as certified, includes, according to plaintiffs, over 250,000 transactions for which the plaintiffs are seeking a full refund of the buyer broker commissions. The Company and the plaintiffs engaged in several mediation sessions, the most recent of which was held at the end of August 2023 and resulted in a settlement of the litigation as against Anywhere (the "Anywhere Settlement") (later followed by similar settlements with the other corporate defendants as well as a settlement by NAR, with two of the corporate defendants and NAR settling after the jury trial referenced below). The court granted preliminary approval of the Anywhere Settlement on November 21, 2023. Notice to the class was issued on February 1, 2024. A hearing for final approval of the Anywhere Settlement (and the settlements by two other corporate defendants) is scheduled for May 9, 2024. Several parties have objected to the terms of these three settlements (including the Anywhere Settlement), though the Company believes that, notwithstanding these objections, the Anywhere Settlement is fair, reasonable and adequate and anticipates receiving final court approval. Under the terms of the proposed nationwide Anywhere Settlement, Anywhere has agreed to provide monetary relief of $83.5 million as well as injunctive relief. The proposed settlement resolves, on a nationwide basis, all claims asserted or could have been asserted against Anywhere in the Burnett and Moehrl cases. Specifically, the Anywhere Settlement releases the Company, all subsidiaries, brands, affiliated agents, and franchisees from all claims that were or could have been asserted by all persons who sold a home that was listed on a multiple listing service anywhere in the United States where a commission was paid to any brokerage in connection with the sale of the home in the relevant class period. The proposed settlement is not an admission of liability, nor does it concede or validate any of the claims asserted against Anywhere. Under the terms of the proposed settlement, Anywhere has agreed to deposit into the settlement fund (i) $10 million within 14 business days after preliminary court approval is granted (which was paid in December 2023); (ii) $20 million within 14 business days after the court approval of fees and costs, which is typically granted with final approval; and (iii) the remaining balance within 21 business days after final court approval and all appellate rights are exhausted. The proposed Anywhere Settlement includes injunctive relief for a period of five years following final court approval, requiring practice changes in the Company owned brokerage operations and that the Company recommend and encourage these same practice changes to its independently owned and operated franchise network. The injunctive relief, includes but is not limited to, reminding Company owned brokerages, franchisees and their respective agents that Anywhere has no rule requiring offers of compensation to buyer brokers; prohibiting Company-owned brokerages (and recommending to franchisees) and agents from using technology (or manually) to sort listings by offers of compensation, unless requested by the client; eliminating any minimum client commission for Company-owned brokerages; and refraining from adopting any requirement that Company-owned brokerages, franchisees or their respective agents belong to NAR or follow NAR’s Code of Ethics or MLS handbook. The practice changes are to take place no later than six months after the Anywhere Settlement receives final court approval and all appellate rights are exhausted. On November 1, 2023, following a several week trial, judgment was entered against the non-settling defendants and awarded damages to the plaintiffs from the non-settling defendants in the amount of $1.785 billion, before trebling, but the court did not make any determination of injunctive relief at that time. While the jury found that all named defendants violated Section 1 of the Sherman Act, the judgment does not alter the Anywhere Settlement or the settlement of the other corporate defendant who settled before trial. On March 15, 2024, NAR announced that it had entered into a nationwide class action settlement under which it would pay $418 million and agree to certain practice changes. These practice changes include, but are not limited to, prohibiting offers of compensation to buyer brokers from being made on listings on an MLS, requiring Realtors® representing a buyer to enter into a written agreement with a buyer, setting forth the buyer broker’s fee and obligations before showing the buyer a property, and prohibiting Realtors® from representing their services as free, or collecting greater compensation than set forth in the written agreement with the buyer. The court granted preliminary approval of the NAR settlement on April 23, 2024. Moehrl, Cole, Darnell, Ramey, Umpa and Ruh v. The National Association of Realtors, Realogy Holdings Corp., Homeservices of America, Inc., BHH Affiliates, LLC, The Long & Foster Companies, Inc., RE/MAX LLC, and Keller Williams Realty, Inc. (U.S. District Court for the Northern District of Illinois). The complaint, which was filed on March 6, 2019, contains allegations and requests relief substantially similar to the Burnett litigation. The Moehrl plaintiffs seek both damages and injunctive relief. In contrast to the Burnett plaintiffs, the Moehrl plaintiffs acknowledge that there are economic reasons why a seller would offer buyer compensation (and accordingly, do not seek recovery of all commissions paid to buyers’ brokers), although plaintiffs allege that buyer brokers are overpaid due to the mandatory nature of the applicable NAR policies and rules. On March 29, 2023, the Court certified two classes in this litigation—a damages class and an injunctive class. The damages class covers sellers of residential real estate (with certain exceptions) who paid a commission to a brokerage affiliated with a corporate defendant beginning from March 6, 2015 through December 31, 2020 in 20 MLSs in various parts of the country that do not overlap with the Burnett MLSs and that include approximately five of the country's ten largest MLSs. The injunctive class covers current and future sellers of residential real estate (with certain exceptions) who are presently listing or will in the future list their home for sale in one of the 20 MLSs. The Moehrl damages class covers an estimated 3.5 million transactions, substantially larger than the class certified in Burnett (which, as further described above, includes over 250,000 transactions). As described above under the Burnett matter, the Company has entered into a settlement of the Moehrl litigation and on September 12, 2023, the court stayed all proceedings against the Company. If final approval of the Anywhere Settlement is granted by the Burnett court, that will resolve the Moehrl matter with respect to the Company. Batton, Bolton, Brace, Kim, James, Mullis, Bisbicos and Parsons v. The National Association of Realtors, Realogy Holdings Corp., Homeservices of America, Inc., BHH Affiliates, LLC, HSF Affiliates, LLC, The Long & Foster Companies, Inc., RE/MAX LLC, and Keller Williams Realty, Inc. (U.S. District Court for the Northern District of Illinois Eastern Division). In this putative nationwide class action filed on January 25, 2021 (formerly captioned as Leeder ), the plaintiffs take issue with certain NAR policies, including those related to buyer-broker compensation at issue in the Moehrl and Burnett matters, as well as those at issue in the 2020 settlement between the DOJ and NAR, but claim the alleged conspiracy has harmed buyers (instead of sellers). The plaintiffs allege that the defendants made agreements and engaged in a conspiracy in restraint of trade in violation of the Sherman Act and were unjustly enriched, and seek a permanent injunction enjoining NAR from establishing in the future the same or similar rules, policies, or practices as those challenged in the action as well as an award of damages and/or restitution, interest, and reasonable attorneys’ fees and expenses. On July 6, 2022, plaintiffs filed an amended complaint substituting in eight new named plaintiffs and containing allegations substantially similar to the original complaint but also adding certain claims under state antitrust statutes and consumer protection statutes. Motions to dismiss remain pending and discovery has not commenced. On February 20, 2024, the Court granted in part and denied in part the Defendants’ Motion to Dismiss. The court dismissed the federal Sherman Act claim and two state law claims, but rejected dismissal of the remaining state law claims. In addition, the court dismissed one corporate defendant for lack of personal jurisdiction in light of the dismissal of the federal Sherman Act claim. On April 15, Anywhere filed a Motion to Dismiss the remaining state law claims for lack of personal jurisdiction following the dismissal of the federal Sherman Act claims. Anywhere also filed an Answer to the amended complaint. The Company disputes the allegations against it in this case, believes it has substantial defenses to plaintiffs’ claims, and is vigorously defending this litigation. In addition to these substantial defenses, final approval of the Anywhere Settlement, as proposed, would limit the size of the Batton case because the settling plaintiffs in the Burnett and Moehrl matters are releasing claims of the type alleged in Batton . The named plaintiffs in the Batton case have filed an objection to the proposed release of such claims. Nosalek, Hirschorn and Hirschorn v. MLS Property Information Network, Inc., Realogy Holdings Corp., Homeservices of America, Inc., BHH Affiliates, LLC, HSF Affiliates, LLC, RE/MAX LLC, and Keller Williams Realty, Inc. (U.S. District Court for the District of Massachusetts). This is a putative class action originally filed on December 17, 2020 (formerly captioned as Bauman ), wherein the plaintiffs take issue with policies and rules similar to those at issue in the Moehrl and Burnett matters, but rather than objecting to the national policies and rules published by NAR, this lawsuit specifically objects to the alleged policies and rules relating to home sales in Massachusetts of a multiple listing service (MLS Property Information Network, Inc . ) that is owned by realtors, including in part by one of the Company's company-owned brokerages. The plaintiffs allege that the defendants made agreements and engaged in a conspiracy in restraint of trade in violation of the Sherman Act and seek a permanent injunction, enjoining the defendants from continuing conduct determined to be unlawful, as well as an award of damages and/or restitution, interest, and reasonable attorneys’ fees and expenses. The lawsuit seeks to represent a class of sellers who paid a broker commission in connection with the sale of a property listed in the MLS Property Information Network, Inc. MLS Property Information entered into a settlement in June 2023, which as subsequently amended, received preliminary court approval in September 2023. The corporate defendants, including Anywhere, are not a party to the motion or settlement. The Nosalek settlement covers sellers who paid, and/or on whose behalf sellers' brokers paid, buyer-broker commissions during the settlement class period in connection with the sale of residential real estate listed on the centralized listing database of MLS Property Information Network, Inc. The settlement, if finally approved by the Court, requires MLS Property Information Network, Inc. to eliminate the requirement that a seller must offer compensation to a buyer-broker and to change various other rules to give sellers various notices and rules relating to negotiation of buyer-broker compensation. In addition to the foregoing injunctive relief, MLS Property Information Network, Inc. has agreed to pay $3 million into a settlement fund. In February 2024, DOJ filed a statement of interest evaluating the proposed settlement and its competitive effects, and recommended that the court deny approval. On March 27, 2024, two amicus briefs with supporting documents were filed by the Northwest MLS and the Council of MLSs responding to DOJ’s statement of interest. The court has not yet scheduled further proceedings on the proposed settlement. Given that no class has yet been certified in the Nosalek litigation, it is expected that the purported class members of the Nosalek litigation will be included in the nationwide class certified by the court for settlement purposes under the Anywhere Settlement, and final approval of the Anywhere Settlement would accordingly resolve the Nosalek litigation as to the Company. Relatedly, on October 27, 2023, the Nosalek court granted the joint motion filed by the plaintiffs and Anywhere to stay the Nosalek litigation against the Company for 30 days (subject to extension as necessary). In April 2024, a Panel on Multidistrict Litigation denied without prejudice a motion filed by the plaintiffs' counsel in the Moerhl litigation to consolidate the various seller antitrust lawsuits for administrative purposes before a single court. Telephone Consumer Protection Act Litigation Bumpus, et al. v. Realogy Holdings Corp., et al. (U.S. District Court for the Northern District of California, San Francisco Division). In this class action filed on June 11, 2019, against Anywhere Real Estate Inc. (f/k/a Realogy Holdings Corp.), Anywhere Intermediate Holdings LLC (f/k/a Realogy Intermediate Holdings LLC), Anywhere Real Estate Group LLC (f/k/a Realogy Group LLC), Anywhere Real Estate Services Group LLC (f/k/a Realogy Services Group LLC), and Anywhere Advisors LLC (f/k/a Realogy Brokerage Group LLC and NRT LLC), and Mojo Dialing Solutions, LLC, plaintiffs allege that independent sales agents affiliated with Anywhere Advisors LLC violated the Telephone Consumer Protection Act of 1991 (TCPA) using dialers provided by Mojo and others. Plaintiffs seek relief on behalf of a National Do Not Call Registry class, an Internal Do Not Call class, and an Artificial or Prerecorded Message class. In March 2022, the Court granted plaintiffs’ motion for class certification for the foregoing classes as to the Anywhere defendants but not as to co-defendant Mojo and dismissed Mojo from the case. Plaintiffs and the Anywhere defendants’ cross-motions for summary judgment were denied without prejudice on May 11, 2022. The Company's petition for permission to appeal the class certification filed with the 9th Circuit Court of Appeals was denied and the plaintiffs’ class notice plan was approved on May 26, 2022. Plaintiffs had claimed that approximately 1.2 million Do Not Call calls and approximately 265,000 Pre-Recorded Messages qualified for inclusion in the classes, but on March 29, 2023, filed a motion to narrow the classes to approximately 321,000 Do Not Call calls and approximately 165,000 Pre-Recorded Messages. On April 12, 2023, the Company opposed Plaintiffs' motion to modify the classes and sought to decertify them. The Court vacated the January 29, 2024 jury trial date (which had previously been rescheduled several times) and a status hearing is currently set for May 23, 2024. Plaintiffs' motion to narrow the classes, the Company’s opposition seeking to decertify the classes, as well as other pre-trial motions, are pending. The Company disputes the allegations against it in this case, believes it has substantial defenses to both plaintiffs’ liability claims and damage assertions, and is vigorously defending this action. Other Examples of other legal matters involving the Company may include but are not limited to: • antitrust and anti-competition claims; • TCPA claims; • claims alleging violations of RESPA, state consumer fraud statutes, federal consumer protection statutes or other state real estate law violations; • employment law claims, including claims that independent residential real estate sales agents engaged by our company owned brokerages or by affiliated franchisees—under certain state or federal laws—are potentially employees instead of independent contractors, and they or regulators therefore may bring claims against our Owned Brokerage Group for breach of contract, wage and hour classification claims, wrongful discharge, unemployment and workers' compensation and could seek benefits, back wages, overtime, indemnification, penalties related to classification practices and expense reimbursement available to employees or make similar claims against Franchise Group as an alleged joint employer of an affiliated franchisee’s independent sales agents; • other employment law matters, including other types of worker classification claims as well as wage and hour claims and retaliation claims; • claims regarding non-competition, non-solicitation and restrictive covenants together with claims of tortious interference and other improper recruiting conduct; • information security claims, including claims under new and emerging data privacy laws related to the protection of customer, employee or third-party information; • cyber-crime claims, including claims related to the diversion of homesale transaction closing funds; • vicarious or joint liability claims based upon the conduct of individuals or entities traditionally outside of our control, including franchisees and independent sales agents, under joint employer claims or other theories of actual or apparent agency; • claims by current or former franchisees that franchise agreements were breached, including improper terminations; • claims generally against the company owned brokerage operations for negligence, misrepresentation or breach of fiduciary duty in connection with the performance of real estate brokerage or other professional services as well as other brokerage claims associated with listing information and property history; • claims related to intellectual property or copyright law, including infringement actions alleging improper use of copyrighted photographs on websites or in marketing materials without consent of the copyright holder or claims challenging our trademarks; • claims concerning breach of obligations to make websites and other services accessible for consumers with disabilities; • claims against the title agent contending that the agent knew or should have known that a transaction was fraudulent or that the agent was negligent in addressing title defects or conducting the settlement; • claims related to disclosure or securities law violations as well as derivative suits; and • fraud, defalcation or misconduct claims. Other ordinary course legal proceedings that may arise from time to time include those related to commercial arrangements, indemnification (under contract or common law), franchising arrangements, the fiduciary duties of brokers, standard brokerage disputes like the failure to disclose accurate square footage or hidden defects in the property such as mold, claims under the False Claims Act (or similar state laws), consumer lending and debt collection law claims, state auction law, and violations of similar laws in countries where we operate around the world with respect to any of the foregoing. In addition, with the increasing requirements resulting from government laws and regulations concerning data breach notifications and data privacy and protection obligations, claims associated with these laws may become more common. While most litigation involves claims against the Company, from time to time the Company commences litigation, including litigation against former employees, franchisees and competitors when it alleges that such persons or entities have breached agreements or engaged in other wrongful conduct. * * * Cendant Corporate Liabilities and Guarantees to Cendant and Affiliates Anywhere Group (then Realogy Corporation) separated from Cendant on July 31, 2006 (the "Separation"), pursuant to a plan by Cendant (now known as Avis Budget Group, Inc.) to separate into four independent companies—one for each of Cendant's business units—real estate services (Anywhere Group, formerly referred to as Realogy Group), travel distribution services ("Travelport"), hospitality services, including timeshare resorts ("Wyndham Worldwide"), and vehicle rental ("Avis Budget Group"). Pursuant to the Separation and Distribution Agreement dated as of July 27, 2006 among Cendant, Anywhere Group, Wyndham Worldwide and Travelport (the "Separation and Distribution Agreement"), each of Anywhere Group, Wyndham Worldwide and Travelport have assumed certain contingent and other corporate liabilities (and related costs and expenses), which are primarily related to each of their respective businesses. In addition, Anywhere Group has assumed 62.5% and Wyndham Worldwide has assumed 37.5% of certain contingent and other corporate liabilities (and related costs and expenses) of Cendant. The due to former parent balance was $39 million at March 31, 2024 and $38 million at December 31, 2023, respectively. The due to former parent balance was comprised of the Company’s portion of the following: (i) Cendant’s remaining contingent tax liabilities, (ii) potential liabilities related to Cendant’s terminated or divested businesses, and (iii) potential liabilities related to the residual portion of accruals for Cendant operations. In December 2022, a hearing was held with the California Office of Tax Appeals ("OTA") on a Cendant legacy tax matter involving Avis Budget Group that related to a 1999 transaction. The case presented two issues: (i) whether the notices of proposed assessment issued by the California Franchise Tax Board were barred by the statute of limitations; and (ii) whether a transaction undertaken by Avis Budget Group in tax year 1999 constituted a tax-free reorganization under the Internal Revenue Code. In March 2023, the OTA decided in favor of the California Franchise Tax Board on both issues. As a result, the Company increased its accrual for this legacy tax matter in the first quarter of 2023 and as of March 31, 2024 the accrual is $39 million. On April 10, 2024, the Company's petition for rehearing was denied by the OTA, and the tax assessment is anticipated to become payable as early as the second quarter of 2024, even if judicial relief is sought. Tax Matters The Company is subject to income taxes in the United States and several foreign jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes and recording related assets and liabilities. In the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain. The Company is regularly under audit by tax authorities whereby the outcome of the audits is uncertain. The Company believes there is appropriate support for positions taken on its tax returns. The liabilities that have been recorded represent the best estimates of the probable loss on certain positions and are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. However, the outcomes of tax audits are inherently uncertain. Escrow and Trust Deposits As a service to its customers, the Company administers escrow and trust deposits which represent undisbursed amounts received for the settlement of real estate transactions. Deposits at FDIC-insured institutions are insured up to $250,000. These escrow and trust deposits totaled approximately $662 million at March 31, 2024 and while these deposits are not assets of the Company (and, therefore, are excluded from the accompanying Condensed Consolidated Balance Sheets), the Company remains contingently liable for the disposition of these deposits. |
Earnings (Loss) Per Share (Note
Earnings (Loss) Per Share (Notes) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | EARNINGS (LOSS) PER SHARE Earnings (loss) per share attributable to Anywhere Basic earnings (loss) per common share is computed based on net income (loss) attributable to Anywhere stockholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share is computed consistently with the basic computation plus the effect of dilutive potential common shares outstanding during the period. Dilutive potential common shares include shares that the Company could be obligated to issue from its Exchangeable Senior Notes and warrants if dilutive and outstanding stock-based compensation awards. For purposes of computing diluted earnings (loss) per common share, weighted average common shares do not include potentially dilutive common shares if their effect is anti-dilutive. As such, the shares that the Company could be obligated to issue from its stock options, warrants and Exchangeable Senior Notes are excluded from the earnings (loss) per share calculation if the exercise or exchangeable price exceeds the average market price of common shares. The Company uses the treasury stock method to calculate the dilutive effect of outstanding stock-based compensation. If dilutive, the Company uses the if converted method to calculate the dilutive effect of its Exchangeable Senior Notes. These notes will have a dilutive impact when the average market price of the Company’s common stock exceeds the initial exchange price of $24.49 per share. The Exchangeable Senior Notes were not dilutive as of March 31, 2024 as the closing price of the Company's common stock as of March 31, 2024 was less than the initial exchange price. The Company was in a net loss position for the three months ended March 31, 2024 and 2023. Therefore, the impact of incentive equity awards was excluded from the computation of dilutive loss per share as the inclusion of such amounts would be anti-dilutive. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION The reportable segments presented represent those for which the Company maintains separate financial information regularly reviewed and utilized by its chief operating decision maker for performance assessment and resource allocation. The classification of reportable segments also considers the distinctive nature of services offered by each segment. Management's evaluation of individual reportable segment performance centers on two key metrics: revenue and Operating EBITDA. Operating EBITDA is defined as net income (loss) adjusted for depreciation and amortization, interest expense, net (excluding relocation services interest for securitization assets and securitization obligations), income taxes, and certain non-core items. Non-core items include restructuring charges, former parent legacy items, gains or losses on the early extinguishment of debt, impairments, and gains or losses on discontinued operations or the sale of businesses, investments, or other assets. The Company’s presentation of Operating EBITDA may not align with similar measures employed by other entities. Variations may arise due to differences in the inclusion or exclusion of specific items and the interpretation of non-core elements within the calculation. This disclosure provides insight into the Company's approach to segment reporting and the metrics pivotal to its strategic decision-making processes. Revenues (a) Three Months Ended March 31, 2024 2023 Franchise Group $ 200 $ 207 Owned Brokerage Group 919 915 Title Group 71 72 Corporate and Other (b) (64) (63) Total Company $ 1,126 $ 1,131 _______________ (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 and $63 million for the three months ended March 31, 2024 and 2023, respectively. Such amounts are eliminated through the Corporate and Other line. (b) Includes the elimination of transactions between segments. Set forth in the table below is Operating EBITDA presented by reportable segment and a reconciliation to Net loss attributable to Anywhere and Anywhere Group for the three months ended March 31, 2024 and 2023: Operating EBITDA Three Months Ended March 31, 2024 2023 Franchise Group $ 89 $ 97 Owned Brokerage Group (59) (75) Title Group (15) (17) Corporate and Other (a) (32) (57) Total Company $ (17) $ (52) Less: Depreciation and amortization 55 50 Interest expense, net 39 38 Income tax benefit (28) (46) Restructuring costs, net (b) 11 25 Impairments (c) 6 4 Former parent legacy cost, net (d) 1 16 Gain on the sale of businesses, investments or other assets, net — (1) Net loss attributable to Anywhere and Anywhere Group $ (101) $ (138) _______________ (a) Includes the elimination of transactions between segments. (b) The three months ended March 31, 2024 includes restructuring charges of $1 million at Franchise Group, $6 million at Owned Brokerage Group and $4 million at Corporate and Other. The three months ended March 31, 2023 includes restructuring charges of $6 million at Franchise Group, $14 million at Owned Brokerage Group and $5 million at Corporate and Other. (c) Non-cash impairments primarily related to leases and other assets. (d) Former parent legacy cost is recorded in Corporate and Other and relates to a legacy tax matter. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net loss attributable to Anywhere and Anywhere Group | $ (101) | $ (138) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis Of Presentation Basis of
Basis Of Presentation Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair Value Measurement, Policy | The following tables present the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level Input: Input Definitions: Level I Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. Level II Inputs other than quoted prices included in Level I that are observable for the asset or liability through corroboration with market data at the measurement date. Level III Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The availability of observable inputs can vary from asset to asset and is affected by a wide variety of factors, including, for example, the type of asset, whether the asset is new and not yet established in the marketplace, and other characteristics particular to the transaction. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level III. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The fair value of financial instruments is generally determined by reference to quoted market values. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques, as appropriate. The fair value of interest rate swaps is determined based upon a discounted cash flow approach. The Company measures financial instruments at fair value on a recurring basis and recognizes transfers within the fair value hierarchy at the end of the fiscal quarter in which the change in circumstances that caused the transfer occurred. The following table summarizes fair value measurements by level at March 31, 2024 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 1 $ — $ — $ 1 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 3 3 The following table summarizes fair value measurements by level at December 31, 2023 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 1 $ — $ — $ 1 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 4 4 The fair value of the Company’s contingent consideration for acquisitions is measured using a probability weighted-average discount rate to estimate future cash flows based upon the likelihood of achieving future operating results for individual acquisitions. These assumptions are deemed to be unobservable inputs and as such the Company’s contingent consideration is classified within Level III of the valuation hierarchy. The Company reassesses the fair value of the contingent consideration liabilities on a quarterly basis. The following table presents changes in Level III financial liabilities measured at fair value on a recurring basis: Level III Fair value of contingent consideration at December 31, 2023 $ 4 Additions: contingent consideration related to acquisitions completed during the period — Reductions: payments of contingent consideration (1) Changes in fair value (reflected in general and administrative expenses) — Fair value of contingent consideration at March 31, 2024 $ 3 The following table summarizes the principal amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at: March 31, 2024 December 31, 2023 Debt Principal Amount Estimated Principal Amount Estimated Revolving Credit Facility $ 438 $ 438 $ 285 $ 285 Term Loan A Facility 202 201 206 205 7.00% Senior Secured Second Lien Notes 640 568 640 590 5.75% Senior Notes 576 407 576 448 5.25% Senior Notes 457 311 457 336 0.25% Exchangeable Senior Notes 403 320 403 314 _______________ (a) The fair value of the Company's indebtedness is categorized as Level II. |
Equity Method Investments, Policy | Equity Method Investments At March 31, 2024, the Company had various equity method investments totaling $177 million recorded on the other non-current assets line on the accompanying Condensed Consolidated Balance Sheets. Although the Company holds certain governance rights, it lacks controlling financial or operational interests in these investments. The Company's 49.9% minority-owned mortgage origination joint venture with Guaranteed Rate, Inc. ("Guaranteed Rate Affinity") at Title Group had an investment balance of $65 million and $67 million at March 31, 2024 and December 31, 2023, respectively. The Company recorded equity in losses of $2 million related to its investment in Guaranteed Rate Affinity during both the three months ended March 31, 2024 and 2023. The Company's 25% equity interest in the Title Insurance Underwriter Joint Venture at Title Group had an investment balance of $74 million at both March 31, 2024 and December 31, 2023. The Company recorded no equity in earnings and $1 million of equity in earnings related to its investment in the Title Insurance Underwriter Joint Venture during the three months ended March 31, 2024 and 2023, respectively. The Company's various other equity method investments at Title Group and Brokerage Group had a total investment balance of $38 million and $37 million at March 31, 2024 and December 31, 2023, respectively. The Company recorded equity in earnings of $1 million and equity in losses of $1 million related to these investments during the three months ended March 31, 2024 and 2023, respectively. |
Income Tax, Policy | Income Taxes The Company's provision for income taxes in interim periods is computed by applying its estimated annual effective tax rate against the income before income taxes for the period. In addition, non-recurring or discrete items are recorded in the period in which they occur. The provision for income taxes was a benefit of $28 million and $46 million for the three months ended March 31, 2024 and 2023, respectively. |
Revenue, Policy | Revenue Revenue is recognized upon the transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services in accordance with the revenue accounting standard. The Company's revenue is disaggregated by major revenue categories on our Condensed Consolidated Statements of Operations and further disaggregated by business segment as follows: Three Months Ended March 31, Franchise Group Owned Brokerage Group Title Group Corporate and Other Total 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Gross commission income (a) $ — $ — $ 907 $ 903 $ — $ — $ — $ — $ 907 $ 903 Service revenue (b) 46 55 4 4 69 68 — — 119 127 Franchise fees (c) 131 129 — — — — (61) (60) 70 69 Other (d) 23 23 8 8 2 4 (3) (3) 30 32 Net revenues $ 200 $ 207 $ 919 $ 915 $ 71 $ 72 $ (64) $ (63) $ 1,126 $ 1,131 ______________ (a) Gross commission income at Owned Brokerage Group is recognized at a point in time at the closing of a homesale transaction. (b) Service revenue primarily consists of title and escrow fees at Title Group and are recognized at a point in time at the closing of a homesale transaction. Service revenue at Franchise Group includes relocation fees, which are recognized as revenue when or as the related performance obligation is satisfied dependent on the type of service performed, and fees related to leads and related services, which are recognized at a point in time at the closing of a homesale transaction or at the completion of the related service. (c) Franchise fees at Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). (d) Other revenue is comprised of brand marketing funds received from franchisees at Franchise Group and other miscellaneous revenues across all of the business segments. The following table shows the change in the Company's contract liabilities (deferred revenue) related to revenue contracts by reportable segment for the period: Beginning Balance at January 1, 2024 Additions during the period Recognized as Revenue during the period Ending Balance at March 31, 2024 Franchise Group: Deferred area development fees (a) $ 39 $ 1 $ (1) $ 39 Deferred brand marketing fund fees (b) 19 16 (17) 18 Deferred outsourcing management fees (c) 3 9 (8) 4 Other deferred income related to revenue contracts 8 9 (6) 11 Total Franchise Group 69 35 (32) 72 Owned Brokerage Group: Advanced commissions related to development business (d) 12 3 (3) 12 Other deferred income related to revenue contracts 3 3 (1) 5 Total Owned Brokerage Group 15 6 (4) 17 Total $ 84 $ 41 $ (36) $ 89 _______________ (a) The Company collects initial area development fees ("ADF") for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from Anywhere’s brands. In the event an ADF agreement is terminated prior to the end of its term, the unamortized deferred revenue balance will be recognized into revenue immediately upon termination. (b) Revenues recognized include intercompany marketing fees paid by Owned Brokerage Group. (c) The Company earns revenues from outsourcing management fees charged to clients that may cover several of the various relocation services according to the clients' specific needs. Outsourcing management fees are recorded as deferred revenue when billed (usually at the start of the relocation) and are recognized as revenue over the average time period required to complete the transferee's move, or a phase of the move that the fee covers, which is typically 3 to 6 months depending on the move type. (d) New development closings generally have a development period of between 18 and 24 months from contracted date to closing. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy | Allowance for Doubtful Accounts The Company estimates the allowance necessary to provide for uncollectible accounts receivable. The estimate is based on historical experience, combined with a review of current conditions and forecasts of future losses, and includes specific accounts for which payment has become unlikely. The process by which the Company calculates the allowance is performed in the individual business units where specific problem accounts are identified and reserved primarily based upon the age profile of the receivables and specific payment issues, combined with reasonable and supportable forecasts of future losses. |
New Accounting Pronouncements, Policy | The Company systematically reviews and evaluates the relevance and implications of all Accounting Standards Updates ("ASUs"). While recently issued standards not expressly listed below were scrutinized, they were deemed either inapplicable or anticipated to not have a material impact on the Company's consolidated financial position or results of operations. The FASB issued ASU 2023-07, " Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" . This standard does not alter the methodology employed by the Company in identifying its operating segments, aggregating those operating segments or applying the quantitative thresholds to determine its reportable segments. Instead, the new standard adds required disclosures concerning significant segment expenses that are regularly provided to or easily computed from information regularly provided to by the chief operating decision maker ("CODM") and included within the Company's reported measure of segment profit of loss, as well as certain other disclosures. The new standard also allows disclosure of multiple measures of segment profitability if those measures are used to allocate resources and assess performance by the CODM. Furthermore, certain annual disclosures will be required on an interim basis. The new standard is effective for annual financial statements of public business entities for fiscal years beginning after December 15, 2023 and in interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The new guidance should be adopted retrospectively unless impracticable. The Company is currently evaluating the impact of the new guidance on its financial statement disclosures. The FASB issued ASU 2023-09, " Income Taxes (Topic 740): Improvements to Income Tax Disclosures" . This standard includes enhanced income tax disclosures primarily related to the effective tax rate reconciliation and income taxes paid for annual periods. The new standard is effective for annual financial statements of public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted. The new guidance should be adopted on a prospective basis with retrospective application permitted. The Company is currently evaluating the impact of the new guidance on its financial statement disclosures. SEC Rule on Climate-Related Disclosures In March 2024, the SEC adopted final regulations aimed at improving and streamlining climate-related disclosures for publicly traded companies and in public offerings. These regulations represent the SEC's response to investors' calls for more uniform, comparable, and trustworthy data regarding the financial implications of climate-related risks on a company's operations, as well as its strategies for managing such risks. The registrants will be required to provide disclosure, subject to existing audit requirements, regarding the effects of severe weather events and other natural conditions on the financial statements; financial information related to certain carbon offsets and renewable energy certificates; and material impacts on financial estimates and assumptions that are due to severe weather events and other natural conditions or disclosed climate-related targets or transition plans. Additional disclosure requirements will include: material direct and indirect (Scope 1 and Scope 2) greenhouse gas emissions; governance and oversight of material climate-related risks; the material impact of climate risks on the company’s strategy, results of operations and financial condition; risk management processes for material climate-related risks; and material climate targets and goals. The new rules are effective 60 days after being published in the Federal Register and will be effective for all calendar year end companies for the fiscal year 2025 (with some disclosures delayed further) on a prospective basis, with the earliest reporting date beginning in 2026. On April 4, 2024, the SEC voluntarily stayed implementation of the new rules, pending completion of judicial review of consolidated challenges to those rules by the U.S. Court of Appeals for the Eighth Circuit. The SEC final rules follow on the heels of the California climate legislation that will require public and private companies that do business in California to disclose their greenhouse gas emissions and their climate-related financial risks. The Company is currently evaluating the impact of the new laws and regulations. |
Basis Of Presentation (Tables)
Basis Of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fair Value Hierarchy | The following table summarizes fair value measurements by level at March 31, 2024 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 1 $ — $ — $ 1 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 3 3 The following table summarizes fair value measurements by level at December 31, 2023 for assets and liabilities measured at fair value on a recurring basis: Level I Level II Level III Total Deferred compensation plan assets (included in other non-current assets) $ 1 $ — $ — $ 1 Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) — — 4 4 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table presents changes in Level III financial liabilities measured at fair value on a recurring basis: Level III Fair value of contingent consideration at December 31, 2023 $ 4 Additions: contingent consideration related to acquisitions completed during the period — Reductions: payments of contingent consideration (1) Changes in fair value (reflected in general and administrative expenses) — Fair value of contingent consideration at March 31, 2024 $ 3 |
Fair Value, by Balance Sheet Grouping | The following table summarizes the principal amount of the Company’s indebtedness compared to the estimated fair value, primarily determined by quoted market values, at: March 31, 2024 December 31, 2023 Debt Principal Amount Estimated Principal Amount Estimated Revolving Credit Facility $ 438 $ 438 $ 285 $ 285 Term Loan A Facility 202 201 206 205 7.00% Senior Secured Second Lien Notes 640 568 640 590 5.75% Senior Notes 576 407 576 448 5.25% Senior Notes 457 311 457 336 0.25% Exchangeable Senior Notes 403 320 403 314 _______________ (a) The fair value of the Company's indebtedness is categorized as Level II. |
Disaggregation of Revenue | The Company's revenue is disaggregated by major revenue categories on our Condensed Consolidated Statements of Operations and further disaggregated by business segment as follows: Three Months Ended March 31, Franchise Group Owned Brokerage Group Title Group Corporate and Other Total 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 Gross commission income (a) $ — $ — $ 907 $ 903 $ — $ — $ — $ — $ 907 $ 903 Service revenue (b) 46 55 4 4 69 68 — — 119 127 Franchise fees (c) 131 129 — — — — (61) (60) 70 69 Other (d) 23 23 8 8 2 4 (3) (3) 30 32 Net revenues $ 200 $ 207 $ 919 $ 915 $ 71 $ 72 $ (64) $ (63) $ 1,126 $ 1,131 ______________ (a) Gross commission income at Owned Brokerage Group is recognized at a point in time at the closing of a homesale transaction. (b) Service revenue primarily consists of title and escrow fees at Title Group and are recognized at a point in time at the closing of a homesale transaction. Service revenue at Franchise Group includes relocation fees, which are recognized as revenue when or as the related performance obligation is satisfied dependent on the type of service performed, and fees related to leads and related services, which are recognized at a point in time at the closing of a homesale transaction or at the completion of the related service. (c) Franchise fees at Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). (d) Other revenue is comprised of brand marketing funds received from franchisees at Franchise Group and other miscellaneous revenues across all of the business segments. |
Deferred Revenue by Arrangement | The following table shows the change in the Company's contract liabilities (deferred revenue) related to revenue contracts by reportable segment for the period: Beginning Balance at January 1, 2024 Additions during the period Recognized as Revenue during the period Ending Balance at March 31, 2024 Franchise Group: Deferred area development fees (a) $ 39 $ 1 $ (1) $ 39 Deferred brand marketing fund fees (b) 19 16 (17) 18 Deferred outsourcing management fees (c) 3 9 (8) 4 Other deferred income related to revenue contracts 8 9 (6) 11 Total Franchise Group 69 35 (32) 72 Owned Brokerage Group: Advanced commissions related to development business (d) 12 3 (3) 12 Other deferred income related to revenue contracts 3 3 (1) 5 Total Owned Brokerage Group 15 6 (4) 17 Total $ 84 $ 41 $ (36) $ 89 _______________ (a) The Company collects initial area development fees ("ADF") for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from Anywhere’s brands. In the event an ADF agreement is terminated prior to the end of its term, the unamortized deferred revenue balance will be recognized into revenue immediately upon termination. (b) Revenues recognized include intercompany marketing fees paid by Owned Brokerage Group. (c) The Company earns revenues from outsourcing management fees charged to clients that may cover several of the various relocation services according to the clients' specific needs. Outsourcing management fees are recorded as deferred revenue when billed (usually at the start of the relocation) and are recognized as revenue over the average time period required to complete the transferee's move, or a phase of the move that the fee covers, which is typically 3 to 6 months depending on the move type. (d) New development closings generally have a development period of between 18 and 24 months from contracted date to closing. |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | Changes in the carrying amount of Goodwill and Accumulated impairment losses by reportable segment are as follows: Franchise Group Owned Brokerage Group Title Group Total Goodwill (gross) at December 31, 2023 $ 3,953 $ 1,089 $ 455 $ 5,497 Goodwill acquired — — — — Goodwill reduction — — — — Goodwill (gross) at March 31, 2024 3,953 1,089 455 5,497 Accumulated impairment losses at December 31, 2023 (1,586) (1,088) (324) (2,998) Goodwill impairment — — — — Accumulated impairment losses at March 31, 2024 (a) (1,586) (1,088) (324) (2,998) Goodwill (net) at March 31, 2024 $ 2,367 $ 1 $ 131 $ 2,499 _______________ (a) Includes impairment charges which reduced goodwill by $25 million during 2023, $394 million during 2022, $540 million during 2020, $253 million during 2019, $1,279 million during 2008 and $507 million during 2007. |
Schedule of Intangible Assets | Intangible assets are as follows: As of March 31, 2024 As of December 31, 2023 Gross Accumulated Net Gross Accumulated Net Amortizable—Franchise agreements (a) $ 2,010 $ 1,139 $ 871 $ 2,010 $ 1,123 $ 887 Indefinite life—Trademarks (b) $ 586 $ 586 $ 586 $ 586 Other Intangibles Amortizable—License agreements (c) $ 45 $ 16 $ 29 $ 45 $ 16 $ 29 Amortizable—Customer relationships (d) 454 391 63 454 385 69 Indefinite life—Title plant shares (e) 29 29 28 28 Amortizable—Other (f) 7 6 1 7 6 1 Total Other Intangibles $ 535 $ 413 $ 122 $ 534 $ 407 $ 127 _______________ (a) Generally amortized over a period of 30 years. (b) Primarily related to real estate franchise, title and relocation trademarks which are expected to generate future cash flows for an indefinite period of time. (c) Relates to the Sotheby’s International Realty ® and Better Homes and Gardens ® Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements). (d) Relates to the customer relationships which are being amortized over a period of 10 to 20 years. (e) Ownership in a title plant is required to transact title insurance in certain states. The Company expects to generate future cash flows for an indefinite period of time. (f) Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 3 to 5 years. |
Intangible asset amortization expense | Intangible asset amortization expense is as follows: Three Months Ended March 31, 2024 2023 Franchise agreements $ 16 $ 17 Customer relationships 6 5 Other — 1 Total $ 22 $ 23 |
Other Current Assets, Accrued_2
Other Current Assets, Accrued Expenses And Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Other Current Assets | Other current assets consisted of: March 31, 2024 December 31, 2023 Prepaid contracts and other prepaid expenses $ 93 $ 78 Prepaid agent incentives 45 49 Franchisee sales incentives 29 30 Other 59 61 Total other current assets $ 226 $ 218 |
Accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of: March 31, 2024 December 31, 2023 Accrued payroll and related employee costs $ 100 $ 158 Advances from clients 27 29 Accrued volume incentives 27 28 Accrued commissions 32 34 Restructuring accruals 16 14 Deferred income 59 53 Accrued interest 43 34 Current portion of finance lease liabilities 8 9 Due to former parent 39 38 Other 175 176 Total accrued expenses and other current liabilities $ 526 $ 573 |
Short And Long-Term Debt (Table
Short And Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Total Indebtedness | Total indebtedness is as follows: March 31, 2024 December 31, 2023 Revolving Credit Facility $ 438 $ 285 Term Loan A Facility 201 206 7.00% Senior Secured Second Lien Notes 628 627 5.75% Senior Notes 576 576 5.25% Senior Notes 451 451 0.25% Exchangeable Senior Notes 398 397 Total Short-Term & Long-Term Debt $ 2,692 $ 2,542 Securitization Obligations: Apple Ridge Funding LLC $ 110 $ 115 |
Schedule of Debt | As of March 31, 2024, the Company’s borrowing arrangements were as follows: Interest Expiration Principal Amount Unamortized Premium and Debt Issuance Costs Net Amount Revolving Credit Facility (1) (2) July 2027 (3) $ 438 $ * $ 438 Term Loan A Facility (4) (5) February 2025 202 1 201 Senior Secured Second Lien Notes 7.00% April 2030 640 12 628 Senior Notes 5.75% January 2029 576 — 576 Senior Notes 5.25% April 2030 457 6 451 Exchangeable Senior Notes 0.25% June 2026 403 5 398 Total Short-Term & Long-Term Debt $ 2,716 $ 24 $ 2,692 Securitization obligations: (6) Apple Ridge Funding LLC May 2024 $ 110 $ * $ 110 _______________ * The debt issuance costs related to our Revolving Credit Facility and securitization obligations are classified as a deferred financing asset within other assets. (1) As of March 31, 2024, the Company had $1,100 million of borrowing capacity under its Revolving Credit Facility. As of March 31, 2024, there were $438 million of outstanding borrowings under the Revolving Credit Facility and $33 million of outstanding undrawn letters of credit. On April 24, 2024, the Company had $525 million of outstanding borrowings under the Revolving Credit Facility and $34 million of outstanding undrawn letters of credit. (2) The interest rate with respect to revolving loans under the Revolving Credit Facility at March 31, 2024 is based on, at the Company's option, Term Secured Overnight Financing Rate (" SOFR ") plus a 10 basis point credit spread adjustment or JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the SOFR margin was 1.75% and the ABR margin was 0.75% for the three months ended March 31, 2024. (3) The maturity date of the Revolving Credit Facility is July 27, 2027 and may spring forward to an earlier date as follows: (i) if on or before March 16, 2026, the 0.25% Exchangeable Senior Notes have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise discharged, defeased or repaid by March 16, 2026), the maturity date of the Revolving Credit Facility will be March 16, 2026; and (ii) if on or before November 9, 2024, the "term A loans" under the Term Loan A Agreement have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise repaid by November 9, 2024), the maturity date of the Revolving Credit Facility will be November 9, 2024. (4) The i nterest rate with respect to outstanding borrowings under the Term Loan A Facility at March 31, 2024 is based on, at the Company's option, Term SOFR plus a 10 basis point credit spread adjustment or ABR, plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the SOFR margin was 1.75% and the ABR margin was 0.75% for the three months ended March 31, 2024. (5) The Term Loan A Facility provides for quarterly amortization payments based on a percentage of the original principal amount of $237 million as follows: 1.25% per quarter from June 30, 2022 to March 31, 2023; 1.875% per quarter from June 30, 2023 to March 31, 2024; and 2.50% per quarter for periods ending on or after June 30, 2024, with the balance of the Term Loan A Facility due at maturity on February 8, 2025. (6) Anywhere Group has secured obligations through Apple Ridge Funding LLC under a securitization program which expires in May 2024 and for which the Company is currently engaged in the renewal process. As of March 31, 2024, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program with $110 million being utilized leaving $90 million of available capacity subject to maintaining sufficient relocation related assets to collateralize the securitization obligation. Certain of the funds that Anywhere Group receives from relocation receivables and related assets are required to be utilized to repay securitization obligations. These obligations are collateralized by $143 million and $146 million of underlying relocation receivables and other related relocation assets at March 31, 2024 and December 31, 2023, respectively. Substantially all relocation related assets are realized in less than twelve months from the transaction date. Accordingly, all of Anywhere Group's securitization obligations are classified as current in the accompanying Condensed Consolidated Balance Sheets. Interest incurred in connection with borrowings under the facility amounted to $2 million and $3 million for the three months ended March 31, 2024 and 2023, respectively. This interest is recorded within net revenues in the accompanying Condensed Consolidated Statements of Operations as related borrowings are utilized to fund Anywhere Group's relocation operations where interest is generally earned on such assets. The securitization obligations represent floating rate debt for which the average weighted interest rate was 8.6% and 7.0% for the three months ended March 31, 2024 and 2023, respectively. |
Schedule of Maturities of Long-term Debt | Year Amount Remaining 2024 (a) $ 456 2025 184 2026 403 2027 — 2028 — _______________ (a) Remaining 2024 includes amortization payments totaling $18 million for the Term Loan A Facility, as well as $438 million of outstanding borrowings under the Revolving Credit Facility which expires in July 2027 (subject to earlier spring maturity) but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility. The current portion of long-term debt of $639 million shown on the Condensed Consolidated Balance Sheets consists of $438 million of outstanding borrowings under the Revolving Credit Facility and $201 million of outstanding borrowings under the Term Loan A Facility expiring February 8, 2025. |
Restructuring Costs (Tables)
Restructuring Costs (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The components of the restructuring charges were as follows: Three Months Ended March 31, 2024 2023 Personnel-related costs (1) $ 5 $ 11 Facility-related costs (2) 6 14 Total restructuring charges (3) $ 11 $ 25 _______________ (1) Personnel-related costs consist of severance costs provided to employees who have been terminated. (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. (3) Restructuring charges for the three months ended March 31, 2024 include $10 million of expense related to the Operational Efficiencies Plan and $1 million of expense related to prior restructuring plans. Restructuring charges for the three months ended March 31, 2023 include $23 million of expense related to the Operational Efficiencies Plan and $2 million of expense related to prior restructuring plans. |
Schedule of Restructuring Reserve by Type of Cost | The following is a reconciliation of the beginning and ending reserve balances related to the Plan: Personnel-related costs Facility-related costs Total Balance at December 31, 2023 $ 10 $ 4 $ 14 Restructuring charges (1) 5 5 10 Costs paid or otherwise settled (4) (4) (8) Balance at March 31, 2024 $ 11 $ 5 16 _______________ (1) In addition, the Company incurred $5 million of facility-related costs for lease asset impairments in connection with the Plan during the three months ended March 31, 2024. |
Schedule of Expected Restructuring Costs by Cost Type | The following table shows the total costs currently expected to be incurred by type of cost related to the Plan: Total amount expected to be incurred Amount incurred Total amount remaining to be incurred Personnel-related costs $ 42 $ 40 $ 2 Facility-related costs 48 33 15 Total $ 90 $ 73 $ 17 |
Schedule of Expected Restructuring Costs by Business Segment | The following table shows the total costs currently expected to be incurred by reportable segment related to the Plan: Total amount expected to be incurred Amount incurred Total amount remaining to be incurred Franchise Group $ 14 $ 14 $ — Owned Brokerage Group 61 45 16 Title Group 5 4 1 Corporate and Other 10 10 — Total $ 90 $ 73 $ 17 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of Stockholders Equity [Table Text Block] | Three Months Ended March 31, 2024 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at December 31, 2023 110.5 $ 1 $ 4,813 $ (3,091) $ (44) $ 2 $ 1,681 Net loss — — — (101) — — (101) Other comprehensive loss — — — — (1) — (1) Stock-based compensation — — 4 — — — 4 Issuance of shares for vesting of equity awards 1.1 — — — — — — Shares withheld for taxes on equity awards (0.5) — (3) — — — (3) Balance at March 31, 2024 111.1 $ 1 $ 4,814 $ (3,192) $ (45) $ 2 $ 1,580 Three Months Ended March 31, 2023 Common Stock Additional Accumulated Accumulated Non- Total Shares Amount Balance at December 31, 2022 109.5 $ 1 $ 4,805 $ (2,994) $ (48) $ 3 $ 1,767 Net loss — — — (138) — — (138) Other comprehensive income — — — — 1 — 1 Stock-based compensation — — 4 — — — 4 Issuance of shares for vesting of equity awards 1.4 — — — — — — Shares withheld for taxes on equity awards (0.5) — (4) — — — (4) Balance at March 31, 2023 110.4 $ 1 $ 4,805 $ (3,132) $ (47) $ 3 $ 1,630 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Revenues | Revenues (a) Three Months Ended March 31, 2024 2023 Franchise Group $ 200 $ 207 Owned Brokerage Group 919 915 Title Group 71 72 Corporate and Other (b) (64) (63) Total Company $ 1,126 $ 1,131 _______________ (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 and $63 million for the three months ended March 31, 2024 and 2023, respectively. Such amounts are eliminated through the Corporate and Other line. (b) Includes the elimination of transactions between segments. |
Operating EBITDA | Operating EBITDA Three Months Ended March 31, 2024 2023 Franchise Group $ 89 $ 97 Owned Brokerage Group (59) (75) Title Group (15) (17) Corporate and Other (a) (32) (57) Total Company $ (17) $ (52) Less: Depreciation and amortization 55 50 Interest expense, net 39 38 Income tax benefit (28) (46) Restructuring costs, net (b) 11 25 Impairments (c) 6 4 Former parent legacy cost, net (d) 1 16 Gain on the sale of businesses, investments or other assets, net — (1) Net loss attributable to Anywhere and Anywhere Group $ (101) $ (138) _______________ (a) Includes the elimination of transactions between segments. (b) The three months ended March 31, 2024 includes restructuring charges of $1 million at Franchise Group, $6 million at Owned Brokerage Group and $4 million at Corporate and Other. The three months ended March 31, 2023 includes restructuring charges of $6 million at Franchise Group, $14 million at Owned Brokerage Group and $5 million at Corporate and Other. (c) Non-cash impairments primarily related to leases and other assets. (d) Former parent legacy cost is recorded in Corporate and Other and relates to a legacy tax matter. |
Supplemental Balance Sheet (Det
Supplemental Balance Sheet (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Supplemental Balance Sheet [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current (Parenthetical) | $ 18 | $ 18 |
Basis Of Presentation Financial
Basis Of Presentation Financial Instruments - Fair Value Measurements (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Fair Value, Liabilities Rollforward [Roll Forward] | ||
Fair value of contingent consideration at December 31, 2023 | $ 4 | |
Additions: contingent consideration related to acquisitions completed during the period | 0 | |
Reductions: payments of contingent consideration | (1) | |
Changes in fair value (reflected in general and administrative expenses) | 0 | |
Fair value of contingent consideration at March 31, 2024 | 3 | |
Fair Value, Measurements, Recurring | Deferred Compensation Plan Assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | 1 | $ 1 |
Fair Value, Measurements, Recurring | Deferred Compensation Plan Assets | Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | 1 | 1 |
Fair Value, Measurements, Recurring | Deferred Compensation Plan Assets | Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | 0 | 0 |
Fair Value, Measurements, Recurring | Deferred Compensation Plan Assets | Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred compensation plan assets (included in other non-current assets) | 0 | 0 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | 3 | 4 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | Level I | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | 0 | 0 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | Level II | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | 0 | 0 |
Fair Value, Measurements, Recurring | Contingent Consideration for Acquisitions | Level III | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration for acquisitions (included in accrued expenses and other current liabilities and other non-current liabilities) | $ 3 | $ 4 |
Basis Of Presentation Financi_2
Basis Of Presentation Financial Instruments - Fair Value Indebtedness Table (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | Jan. 27, 2021 | ||
Long-term debt principal amount | $ 2,716 | ||||
Secured Debt | Term Loan A Facility | |||||
Long-term debt principal amount | 202 | [1],[2] | $ 206 | $ 237 | |
Long-term debt fair value | [3] | 201 | 205 | ||
Secured Debt | 7.00% Senior Secured Second Lien Notes | |||||
Long-term debt principal amount | 640 | 640 | |||
Long-term debt fair value | [3] | 568 | 590 | ||
Senior Notes | 5.75% Senior Notes | |||||
Long-term debt principal amount | 576 | 576 | |||
Long-term debt fair value | [3] | 407 | 448 | ||
Senior Notes | 5.25% Senior Notes | |||||
Long-term debt principal amount | 457 | 457 | |||
Long-term debt fair value | [3] | 311 | 336 | ||
Convertible Debt | 0.25% Exchangeable Senior Notes | |||||
Long-term debt principal amount | 403 | 403 | |||
Long-term debt fair value | [3] | 320 | 314 | ||
Line of Credit | Revolving Credit Facility | |||||
Line of credit facility outstanding | 438 | [4],[5],[6] | 285 | ||
Line of credit facility fair value | [3] | $ 438 | $ 285 | ||
[1] The i nterest rate with respect to outstanding borrowings under the Term Loan A Facility at March 31, 2024 is based on, at the Company's option, Term SOFR plus a 10 basis point credit spread adjustment or ABR, plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the SOFR margin was 1.75% and the ABR margin was 0.75% for the three months ended March 31, 2024. The Term Loan A Facility provides for quarterly amortization payments based on a percentage of the original principal amount of $237 million as follows: 1.25% per quarter from June 30, 2022 to March 31, 2023; 1.875% per quarter from June 30, 2023 to March 31, 2024; and 2.50% per quarter for periods ending on or after June 30, 2024, with the balance of the Term Loan A Facility due at maturity on February 8, 2025. The fair value of the Company's indebtedness is categorized as Level II. The maturity date of the Revolving Credit Facility is July 27, 2027 and may spring forward to an earlier date as follows: (i) if on or before March 16, 2026, the 0.25% Exchangeable Senior Notes have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise discharged, defeased or repaid by March 16, 2026), the maturity date of the Revolving Credit Facility will be March 16, 2026; and (ii) if on or before November 9, 2024, the "term A loans" under the Term Loan A Agreement have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise repaid by November 9, 2024), the maturity date of the Revolving Credit Facility will be November 9, 2024. As of March 31, 2024, the Company had $1,100 million of borrowing capacity under its Revolving Credit Facility. As of March 31, 2024, there were $438 million of outstanding borrowings under the Revolving Credit Facility and $33 million of outstanding undrawn letters of credit. On April 24, 2024, the Company had $525 million of outstanding borrowings under the Revolving Credit Facility and $34 million of outstanding undrawn letters of credit. The interest rate with respect to revolving loans under the Revolving Credit Facility at March 31, 2024 is based on, at the Company's option, Term Secured Overnight Financing Rate (" SOFR ") plus a 10 basis point credit spread adjustment or JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the SOFR margin was 1.75% and the ABR margin was 0.75% for the three months ended March 31, 2024. |
Basis of Presentation Equity Me
Basis of Presentation Equity Method Investments (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investments | $ 177 | ||
Equity in losses of unconsolidated entities | (1) | $ (2) | |
Guaranteed Rate Affinity | Title Group | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investments | $ 65 | $ 67 | |
Equity Method Investment, Ownership Percentage | 49.90% | ||
Equity in losses of unconsolidated entities | $ (2) | (2) | |
Title Insurance Underwriter Joint Venture | Title Group | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investments | $ 74 | 74 | |
Equity Method Investment, Ownership Percentage | 25% | ||
Equity in losses of unconsolidated entities | $ 1 | 1 | |
Other Various Equity Method Investments | Title Group and Owned Brokerage Group | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity Method Investments | 38 | $ 37 | |
Equity in losses of unconsolidated entities | $ 1 | $ (1) |
Basis Of Presentation Income Ta
Basis Of Presentation Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit | $ (28) | $ (46) |
Basis Of Presentation Revenue R
Basis Of Presentation Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Disaggregation of Revenue [Line Items] | |||
Revenues | [1] | $ 1,126 | $ 1,131 |
Corporate, Non-Segment | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [1],[2] | (64) | (63) |
Gross commission income | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [3] | 907 | 903 |
Gross commission income | Corporate, Non-Segment | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [3] | 0 | 0 |
Service revenue | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [4] | 119 | 127 |
Service revenue | Corporate, Non-Segment | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [4] | 0 | 0 |
Franchise fees | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [5] | 70 | 69 |
Franchise fees | Corporate, Non-Segment | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [5] | (61) | (60) |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [6] | 30 | 32 |
Other | Corporate, Non-Segment | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [6] | (3) | (3) |
Franchise Group | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [1] | 200 | 207 |
Franchise Group | Gross commission income | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [3] | 0 | 0 |
Franchise Group | Service revenue | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [4] | 46 | 55 |
Franchise Group | Franchise fees | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [5] | 131 | 129 |
Franchise Group | Other | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [6] | 23 | 23 |
Owned Brokerage Group | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [1] | 919 | 915 |
Owned Brokerage Group | Gross commission income | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [3] | 907 | 903 |
Owned Brokerage Group | Service revenue | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [4] | 4 | 4 |
Owned Brokerage Group | Franchise fees | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [5] | 0 | 0 |
Owned Brokerage Group | Other | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [6] | 8 | 8 |
Title Group | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [1] | 71 | 72 |
Title Group | Gross commission income | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [3] | 0 | 0 |
Title Group | Service revenue | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [4] | 69 | 68 |
Title Group | Franchise fees | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [5] | 0 | 0 |
Title Group | Other | Operating Segments | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | [6] | $ 2 | $ 4 |
[1] 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 and $63 million for the three months ended March 31, 2024 and 2023, respectively. Such amounts are eliminated through the Corporate and Other line. Includes the elimination of transactions between segments. Service revenue primarily consists of title and escrow fees at Title Group and are recognized at a point in time at the closing of a homesale transaction. Service revenue at Franchise Group includes relocation fees, which are recognized as revenue when or as the related performance obligation is satisfied dependent on the type of service performed, and fees related to leads and related services, which are recognized at a point in time at the closing of a homesale transaction or at the completion of the related service. Franchise fees at Franchise Group primarily include domestic royalties which are recognized at a point in time when the underlying franchisee revenue is earned (upon close of the homesale transaction). Other revenue is comprised of brand marketing funds received from franchisees at Franchise Group and other miscellaneous revenues across all of the business segments. |
Basis Of Presentation Revenue_2
Basis Of Presentation Revenue Recognition - Deferred Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Jan. 01, 2023 | ||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | $ 89 | $ 84 | |
Deferred Revenue, Additions | 41 | ||
Deferred Revenue, Revenue Recognized | (36) | ||
Franchise Group | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | 72 | 69 | |
Deferred Revenue, Additions | 35 | ||
Deferred Revenue, Revenue Recognized | $ (32) | ||
Franchise Group | Minimum | |||
Deferred Revenue Arrangement [Line Items] | |||
Outsourcing Management Fees Period | 3 months | ||
Franchise Group | Maximum | |||
Deferred Revenue Arrangement [Line Items] | |||
Outsourcing Management Fees Period | 6 months | ||
Franchise Group | International Franchise Rights | |||
Deferred Revenue Arrangement [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 25 years | ||
Owned Brokerage Group | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | $ 17 | 15 | |
Deferred Revenue, Additions | 6 | ||
Deferred Revenue, Revenue Recognized | $ (4) | ||
Owned Brokerage Group | Minimum | |||
Deferred Revenue Arrangement [Line Items] | |||
New Development Period | 18 months | ||
Owned Brokerage Group | Maximum | |||
Deferred Revenue Arrangement [Line Items] | |||
New Development Period | 24 months | ||
Area Development Fees | Franchise Group | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | [1] | $ 39 | 39 |
Deferred Revenue, Additions | [1] | 1 | |
Deferred Revenue, Revenue Recognized | [1] | (1) | |
Brand Marketing Fees | Franchise Group | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | [2] | 18 | 19 |
Deferred Revenue, Additions | [2] | 16 | |
Deferred Revenue, Revenue Recognized | [2] | (17) | |
Outsourcing Management Fees | Franchise Group | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | [3] | 4 | 3 |
Deferred Revenue, Additions | [3] | 9 | |
Deferred Revenue, Revenue Recognized | [3] | (8) | |
Deferred Income, Other | Franchise Group | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | 11 | 8 | |
Deferred Revenue, Additions | 9 | ||
Deferred Revenue, Revenue Recognized | (6) | ||
Deferred Income, Other | Owned Brokerage Group | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | 5 | 3 | |
Deferred Revenue, Additions | 3 | ||
Deferred Revenue, Revenue Recognized | (1) | ||
New Development Business | Owned Brokerage Group | |||
Deferred Revenue Arrangement [Line Items] | |||
Deferred Revenue | [4] | 12 | $ 12 |
Deferred Revenue, Additions | [4] | 3 | |
Deferred Revenue, Revenue Recognized | [4] | $ (3) | |
[1] The Company collects initial area development fees ("ADF") for international territory transactions, which are recorded as deferred revenue when received and recognized into franchise revenue over the average 25 year life of the related franchise agreement as consideration for the right to access and benefit from Anywhere’s brands. In the event an ADF agreement is terminated prior to the end of its term, the unamortized deferred revenue balance will be recognized into revenue immediately upon termination. Revenues recognized include intercompany marketing fees paid by Owned Brokerage Group. The Company earns revenues from outsourcing management fees charged to clients that may cover several of the various relocation services according to the clients' specific needs. Outsourcing management fees are recorded as deferred revenue when billed (usually at the start of the relocation) and are recognized as revenue over the average time period required to complete the transferee's move, or a phase of the move that the fee covers, which is typically 3 to 6 months depending on the move type. New development closings generally have a development period of between 18 and 24 months from contracted date to closing. |
Basis of Presentation Supplemen
Basis of Presentation Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Supplemental Cash Flow Information [Abstract] | ||
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability | $ 3 | $ 2 |
Goodwill (Details)
Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2008 | Dec. 31, 2007 | ||
Goodwill [Roll Forward] | ||||||||
Goodwill Balance, beginning of period | $ 5,497 | |||||||
Goodwill acquired | 0 | |||||||
Goodwill, Written off Related to Sale of Business Unit | 0 | |||||||
Goodwill Balance, end of period | 5,497 | $ 5,497 | ||||||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | ||||||||
Accumulated Impairment Loss, beginning of period | (2,998) | |||||||
Goodwill, Impairment Loss | 0 | (25) | $ (394) | $ (540) | $ (253) | $ (1,279) | $ (507) | |
Accumulated Impairment Loss, end of period | (2,998) | [1] | (2,998) | |||||
Goodwill, Total | 2,499 | 2,499 | ||||||
Impairment of Goodwill | 0 | 25 | $ 394 | $ 540 | $ 253 | $ 1,279 | $ 507 | |
Franchise Group | ||||||||
Goodwill [Roll Forward] | ||||||||
Goodwill Balance, beginning of period | 3,953 | |||||||
Goodwill acquired | 0 | |||||||
Goodwill, Written off Related to Sale of Business Unit | 0 | |||||||
Goodwill Balance, end of period | 3,953 | 3,953 | ||||||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | ||||||||
Accumulated Impairment Loss, beginning of period | (1,586) | |||||||
Goodwill, Impairment Loss | 0 | |||||||
Accumulated Impairment Loss, end of period | (1,586) | [1] | (1,586) | |||||
Goodwill, Total | 2,367 | |||||||
Impairment of Goodwill | 0 | |||||||
Owned Brokerage Group | ||||||||
Goodwill [Roll Forward] | ||||||||
Goodwill Balance, beginning of period | 1,089 | |||||||
Goodwill acquired | 0 | |||||||
Goodwill, Written off Related to Sale of Business Unit | 0 | |||||||
Goodwill Balance, end of period | 1,089 | 1,089 | ||||||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | ||||||||
Accumulated Impairment Loss, beginning of period | (1,088) | |||||||
Goodwill, Impairment Loss | 0 | |||||||
Accumulated Impairment Loss, end of period | (1,088) | [1] | (1,088) | |||||
Goodwill, Total | 1 | |||||||
Impairment of Goodwill | 0 | |||||||
Title Group | ||||||||
Goodwill [Roll Forward] | ||||||||
Goodwill Balance, beginning of period | 455 | |||||||
Goodwill acquired | 0 | |||||||
Goodwill, Written off Related to Sale of Business Unit | 0 | |||||||
Goodwill Balance, end of period | 455 | 455 | ||||||
Goodwill, Impaired, Accumulated Impairment Loss [Abstract] | ||||||||
Accumulated Impairment Loss, beginning of period | (324) | |||||||
Goodwill, Impairment Loss | 0 | |||||||
Accumulated Impairment Loss, end of period | (324) | [1] | $ (324) | |||||
Goodwill, Total | 131 | |||||||
Impairment of Goodwill | $ 0 | |||||||
[1] Includes impairment charges which reduced goodwill by $25 million during 2023, $394 million during 2022, $540 million during 2020, $253 million during 2019, $1,279 million during 2008 and $507 million during 2007. |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | |
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of total other intangibles | $ 535 | $ 534 | |
Accumulated Amortization | 413 | 407 | |
Net carrying amount of finite-lived and indefinite-lived intangible assets | 122 | 127 | |
Indefinite life—Trademarks (b) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of indefinite-lived intangible assets | [1] | 586 | 586 |
Indefinite life—Title plant shares (e) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of indefinite-lived intangible assets | [2] | 29 | 28 |
Amortizable—Franchise agreements (a) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [3] | 2,010 | 2,010 |
Accumulated Amortization | [3] | 1,139 | 1,123 |
Net carrying amount of finite-lived intangible assets | [3] | 871 | 887 |
Amortizable—License agreements (c) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [4] | 45 | 45 |
Accumulated Amortization | [4] | 16 | 16 |
Net carrying amount of finite-lived intangible assets | [4] | $ 29 | 29 |
Amortization period | 50 years | ||
Amortizable—Customer relationships (d) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [5] | $ 454 | 454 |
Accumulated Amortization | [5] | 391 | 385 |
Net carrying amount of finite-lived intangible assets | [5] | 63 | 69 |
Amortizable—Other (f) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of finite-lived intangible assets | [6] | 7 | 7 |
Accumulated Amortization | [6] | 6 | 6 |
Net carrying amount of finite-lived intangible assets | [6] | $ 1 | $ 1 |
Minimum | Amortizable—Customer relationships (d) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 10 years | ||
Minimum | Amortizable—Other (f) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 3 years | ||
Maximum | Amortizable—Customer relationships (d) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 20 years | ||
Maximum | Amortizable—Other (f) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 5 years | ||
Franchise Group | Amortizable—Franchise agreements (a) | |||
Finite-Lived and Indefinite-Lived Intangible Assets [Line Items] | |||
Amortization period | 30 years | ||
[1] Primarily related to real estate franchise, title and relocation trademarks which are expected to generate future cash flows for an indefinite period of time. Ownership in a title plant is required to transact title insurance in certain states. The Company expects to generate future cash flows for an indefinite period of time. Generally amortized over a period of 30 years. Relates to the Sotheby’s International Realty ® and Better Homes and Gardens ® Real Estate agreements which are being amortized over 50 years (the contractual term of the license agreements). Relates to the customer relationships which are being amortized over a period of 10 to 20 years. Consists of covenants not to compete which are amortized over their contract lives and other intangibles which are generally amortized over periods ranging from 3 to 5 years. |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 USD ($) Years | Mar. 31, 2023 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset amortization expense | $ 22 | $ 23 |
The number of succeeding years for which amortization expense is disclosed | Years | 4 | |
Amortization expense for the remainder of the Year | $ 67 | |
Amortization expense for Year One | 89 | |
Amortization expense for Year Two | 89 | |
Amortization expense for Year Three | 74 | |
Amortization expense for Year Four | 68 | |
Amortization expense Thereafter | 577 | |
Amortizable—Franchise agreements (a) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset amortization expense | 16 | 17 |
Amortizable—Customer relationships (d) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset amortization expense | 6 | 5 |
Amortizable—Other (f) | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset amortization expense | $ 0 | $ 1 |
Other Current Assets, Accrued_3
Other Current Assets, Accrued Expenses And Other Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid contracts and other prepaid expenses | $ 93 | $ 78 |
Prepaid agent incentives | 45 | 49 |
Franchisee sales incentives | 29 | 30 |
Other | 59 | 61 |
Other current assets | 226 | 218 |
Accrued payroll and related employee costs | 100 | 158 |
Advances from clients | 27 | 29 |
Accrued volume incentives | 27 | 28 |
Accrued commissions | 32 | 34 |
Restructuring accruals | 16 | 14 |
Deferred income | 59 | 53 |
Accrued interest | 43 | 34 |
Current portion of finance lease liabilities | 8 | 9 |
Due to former parent | 39 | 38 |
Other | 175 | 176 |
Accrued expenses and other current liabilities | $ 526 | $ 573 |
Short And Long-Term Debt Schedu
Short And Long-Term Debt Schedule of Total Indebtedness (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 | |
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | $ 2,692 | ||
Total Short-Term & Long-Term Debt | 2,692 | $ 2,542 | |
Securitization obligations | 110 | 115 | |
Secured Debt | Term Loan A Facility | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | 201 | [1],[2] | 206 |
Secured Debt | 7.00% Senior Secured Second Lien Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | 628 | 627 | |
Senior Notes | 5.75% Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | 576 | 576 | |
Senior Notes | 5.25% Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | 451 | 451 | |
Convertible Debt | 0.25% Exchangeable Senior Notes | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Outstanding borrowings, long-term debt | 398 | 397 | |
Line of Credit | Revolving Credit Facility | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Line of credit facility outstanding | 438 | [3],[4],[5] | 285 |
Securitization obligation | Apple Ridge Funding LLC | |||
Schedule of Long-term and Short-term Debt Instruments [Line Items] | |||
Securitization obligations | $ 110 | [6] | $ 115 |
[1] The i nterest rate with respect to outstanding borrowings under the Term Loan A Facility at March 31, 2024 is based on, at the Company's option, Term SOFR plus a 10 basis point credit spread adjustment or ABR, plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the SOFR margin was 1.75% and the ABR margin was 0.75% for the three months ended March 31, 2024. The Term Loan A Facility provides for quarterly amortization payments based on a percentage of the original principal amount of $237 million as follows: 1.25% per quarter from June 30, 2022 to March 31, 2023; 1.875% per quarter from June 30, 2023 to March 31, 2024; and 2.50% per quarter for periods ending on or after June 30, 2024, with the balance of the Term Loan A Facility due at maturity on February 8, 2025. The maturity date of the Revolving Credit Facility is July 27, 2027 and may spring forward to an earlier date as follows: (i) if on or before March 16, 2026, the 0.25% Exchangeable Senior Notes have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise discharged, defeased or repaid by March 16, 2026), the maturity date of the Revolving Credit Facility will be March 16, 2026; and (ii) if on or before November 9, 2024, the "term A loans" under the Term Loan A Agreement have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise repaid by November 9, 2024), the maturity date of the Revolving Credit Facility will be November 9, 2024. As of March 31, 2024, the Company had $1,100 million of borrowing capacity under its Revolving Credit Facility. As of March 31, 2024, there were $438 million of outstanding borrowings under the Revolving Credit Facility and $33 million of outstanding undrawn letters of credit. On April 24, 2024, the Company had $525 million of outstanding borrowings under the Revolving Credit Facility and $34 million of outstanding undrawn letters of credit. The interest rate with respect to revolving loans under the Revolving Credit Facility at March 31, 2024 is based on, at the Company's option, Term Secured Overnight Financing Rate (" SOFR ") plus a 10 basis point credit spread adjustment or JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the SOFR margin was 1.75% and the ABR margin was 0.75% for the three months ended March 31, 2024. Anywhere Group has secured obligations through Apple Ridge Funding LLC under a securitization program which expires in May 2024 and for which the Company is currently engaged in the renewal process. As of March 31, 2024, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program with $110 million being utilized leaving $90 million of available capacity subject to maintaining sufficient relocation related assets to collateralize the securitization obligation. Certain of the funds that Anywhere Group receives from relocation receivables and related assets are required to be utilized to repay securitization obligations. These obligations are collateralized by $143 million and $146 million of underlying relocation receivables and other related relocation assets at March 31, 2024 and December 31, 2023, respectively. Substantially all relocation related assets are realized in less than twelve months from the transaction date. Accordingly, all of Anywhere Group's securitization obligations are classified as current in the accompanying Condensed Consolidated Balance Sheets. Interest incurred in connection with borrowings under the facility amounted to $2 million and $3 million for the three months ended March 31, 2024 and 2023, respectively. This interest is recorded within net revenues in the accompanying Condensed Consolidated Statements of Operations as related borrowings are utilized to fund Anywhere Group's relocation operations where interest is generally earned on such assets. The securitization obligations represent floating rate debt for which the average weighted interest rate was 8.6% and 7.0% for the three months ended March 31, 2024 and 2023, respectively. |
Short And Long-Term Debt Indebt
Short And Long-Term Debt Indebtedness Table (Details) - USD ($) $ in Millions | 3 Months Ended | ||||||
Mar. 31, 2024 | Mar. 31, 2023 | Apr. 24, 2024 | Dec. 31, 2023 | Jan. 27, 2021 | |||
Principal Amount | |||||||
Long-term debt principal amount | $ 2,716 | ||||||
Securitization obligations | 110 | $ 115 | |||||
Unamortized Premium and Debt Issuance Costs | |||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 24 | ||||||
Net Amount | |||||||
Outstanding borrowings, long-term debt | 2,692 | ||||||
Securitization obligations | $ 110 | 115 | |||||
SOFR | |||||||
Net Amount | |||||||
Description of variable interest rate basis | SOFR | ||||||
ABR | |||||||
Net Amount | |||||||
Description of variable interest rate basis | ABR | ||||||
Securitization obligation | |||||||
Net Amount | |||||||
Relocation receivables and other related relocation assets that collateralize securitization obligations | $ 143 | 146 | |||||
Interest Expense, Debt | $ 2 | $ 3 | |||||
Weighted average interest rate, securitization obligations | 8.60% | 7% | |||||
Revolving Credit Facility | Line of Credit | |||||||
Principal Amount | |||||||
Line of credit facility outstanding | $ 438 | [1],[2],[3] | 285 | ||||
Net Amount | |||||||
Outstanding borrowings, short-term debt, line of credit facility | 438 | [1],[2],[3] | 285 | ||||
Total capacity, short-term debt, line of credit facility | 1,100 | ||||||
Line of credit facility outstanding | $ 438 | [1],[2],[3] | 285 | ||||
Revolving Credit Facility | Line of Credit | SOFR | Less than 2.00 to 1.00 | |||||||
Net Amount | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||||
Revolving Credit Facility | Line of Credit | ABR | Less than 2.00 to 1.00 | |||||||
Net Amount | |||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||||
Revolving Credit Facility | Line of Credit | Subsequent Event | |||||||
Principal Amount | |||||||
Line of credit facility outstanding | $ 525 | ||||||
Net Amount | |||||||
Outstanding borrowings, short-term debt, line of credit facility | 525 | ||||||
Line of credit facility outstanding | 525 | ||||||
Revolving Credit Facility | Letter of Credit | |||||||
Principal Amount | |||||||
Line of credit facility outstanding | $ 33 | ||||||
Net Amount | |||||||
Outstanding borrowings, short-term debt, line of credit facility | 33 | ||||||
Line of credit facility outstanding | 33 | ||||||
Revolving Credit Facility | Letter of Credit | Subsequent Event | |||||||
Principal Amount | |||||||
Line of credit facility outstanding | 34 | ||||||
Net Amount | |||||||
Outstanding borrowings, short-term debt, line of credit facility | 34 | ||||||
Line of credit facility outstanding | $ 34 | ||||||
Term Loan A Facility | Secured Debt | |||||||
Principal Amount | |||||||
Long-term debt principal amount | 202 | [4],[5] | 206 | $ 237 | |||
Unamortized Premium and Debt Issuance Costs | |||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | [4],[5] | 1 | |||||
Net Amount | |||||||
Outstanding borrowings, long-term debt | $ 201 | [4],[5] | 206 | ||||
Term Loan A Facility | Secured Debt | June 2022 to March 2023 | |||||||
Net Amount | |||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 1.25% | ||||||
Term Loan A Facility | Secured Debt | June 2023 to March 2024 | |||||||
Net Amount | |||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 1.875% | ||||||
Term Loan A Facility | Secured Debt | June 2024 and thereafter | |||||||
Net Amount | |||||||
Quarterly percentage of original principal amount for quarterly amortization payments | 2.50% | ||||||
Term Loan A Facility | Secured Debt | SOFR | Less than 2.00 to 1.00 | |||||||
Net Amount | |||||||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||||||
Term Loan A Facility | Secured Debt | ABR | Less than 2.00 to 1.00 | |||||||
Net Amount | |||||||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | ||||||
7.00% Senior Secured Second Lien Notes | Secured Debt | |||||||
Principal Amount | |||||||
Long-term debt principal amount | $ 640 | 640 | |||||
Unamortized Premium and Debt Issuance Costs | |||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 12 | ||||||
Net Amount | |||||||
Outstanding borrowings, long-term debt | $ 628 | 627 | |||||
Interest Rate | 7% | ||||||
5.75% Senior Notes | Senior Notes | |||||||
Principal Amount | |||||||
Long-term debt principal amount | $ 576 | 576 | |||||
Unamortized Premium and Debt Issuance Costs | |||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 0 | ||||||
Net Amount | |||||||
Outstanding borrowings, long-term debt | $ 576 | 576 | |||||
Interest Rate | 5.75% | ||||||
5.25% Senior Notes | Senior Notes | |||||||
Principal Amount | |||||||
Long-term debt principal amount | $ 457 | 457 | |||||
Unamortized Premium and Debt Issuance Costs | |||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 6 | ||||||
Net Amount | |||||||
Outstanding borrowings, long-term debt | $ 451 | 451 | |||||
Interest Rate | 5.25% | ||||||
0.25% Exchangeable Senior Notes | Convertible Debt | |||||||
Principal Amount | |||||||
Long-term debt principal amount | $ 403 | 403 | |||||
Unamortized Premium and Debt Issuance Costs | |||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 5 | ||||||
Net Amount | |||||||
Outstanding borrowings, long-term debt | $ 398 | 397 | |||||
Interest Rate | 0.25% | ||||||
Apple Ridge Funding LLC | Securitization obligation | |||||||
Principal Amount | |||||||
Securitization obligations | $ 110 | [6] | 115 | ||||
Net Amount | |||||||
Securitization obligations | 110 | [6] | $ 115 | ||||
Total capacity, securitization obligations | 200 | ||||||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 90 | ||||||
[1] The maturity date of the Revolving Credit Facility is July 27, 2027 and may spring forward to an earlier date as follows: (i) if on or before March 16, 2026, the 0.25% Exchangeable Senior Notes have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise discharged, defeased or repaid by March 16, 2026), the maturity date of the Revolving Credit Facility will be March 16, 2026; and (ii) if on or before November 9, 2024, the "term A loans" under the Term Loan A Agreement have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise repaid by November 9, 2024), the maturity date of the Revolving Credit Facility will be November 9, 2024. As of March 31, 2024, the Company had $1,100 million of borrowing capacity under its Revolving Credit Facility. As of March 31, 2024, there were $438 million of outstanding borrowings under the Revolving Credit Facility and $33 million of outstanding undrawn letters of credit. On April 24, 2024, the Company had $525 million of outstanding borrowings under the Revolving Credit Facility and $34 million of outstanding undrawn letters of credit. The interest rate with respect to revolving loans under the Revolving Credit Facility at March 31, 2024 is based on, at the Company's option, Term Secured Overnight Financing Rate (" SOFR ") plus a 10 basis point credit spread adjustment or JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the SOFR margin was 1.75% and the ABR margin was 0.75% for the three months ended March 31, 2024. The i nterest rate with respect to outstanding borrowings under the Term Loan A Facility at March 31, 2024 is based on, at the Company's option, Term SOFR plus a 10 basis point credit spread adjustment or ABR, plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the SOFR margin was 1.75% and the ABR margin was 0.75% for the three months ended March 31, 2024. The Term Loan A Facility provides for quarterly amortization payments based on a percentage of the original principal amount of $237 million as follows: 1.25% per quarter from June 30, 2022 to March 31, 2023; 1.875% per quarter from June 30, 2023 to March 31, 2024; and 2.50% per quarter for periods ending on or after June 30, 2024, with the balance of the Term Loan A Facility due at maturity on February 8, 2025. Anywhere Group has secured obligations through Apple Ridge Funding LLC under a securitization program which expires in May 2024 and for which the Company is currently engaged in the renewal process. As of March 31, 2024, the Company had $200 million of borrowing capacity under the Apple Ridge Funding LLC securitization program with $110 million being utilized leaving $90 million of available capacity subject to maintaining sufficient relocation related assets to collateralize the securitization obligation. Certain of the funds that Anywhere Group receives from relocation receivables and related assets are required to be utilized to repay securitization obligations. These obligations are collateralized by $143 million and $146 million of underlying relocation receivables and other related relocation assets at March 31, 2024 and December 31, 2023, respectively. Substantially all relocation related assets are realized in less than twelve months from the transaction date. Accordingly, all of Anywhere Group's securitization obligations are classified as current in the accompanying Condensed Consolidated Balance Sheets. Interest incurred in connection with borrowings under the facility amounted to $2 million and $3 million for the three months ended March 31, 2024 and 2023, respectively. This interest is recorded within net revenues in the accompanying Condensed Consolidated Statements of Operations as related borrowings are utilized to fund Anywhere Group's relocation operations where interest is generally earned on such assets. The securitization obligations represent floating rate debt for which the average weighted interest rate was 8.6% and 7.0% for the three months ended March 31, 2024 and 2023, respectively. |
Short And Long-Term Debt Maturi
Short And Long-Term Debt Maturities Table (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Mar. 31, 2024 | Dec. 31, 2024 | Dec. 31, 2023 | |||
Maturities of Long-term Debt | |||||
Remaining 2024 (a) | [1] | $ 456 | |||
2025 | 184 | ||||
2026 | 403 | ||||
2027 | 0 | ||||
2028 | $ 0 | ||||
Long-term Debt Maturities, Years Presented | 4 years | ||||
Current portion of long-term debt | $ 639 | $ 307 | |||
Long-term Debt | 2,692 | ||||
Term Loan A Facility | Secured Debt | |||||
Maturities of Long-term Debt | |||||
Long-term Debt | 201 | [2],[3] | 206 | ||
Term Loan A Facility | Scenario, Forecast | Secured Debt | |||||
Maturities of Long-term Debt | |||||
Debt Instrument, Periodic Payment, Principal | $ 18 | ||||
Revolving Credit Facility | Line of Credit | |||||
Maturities of Long-term Debt | |||||
Line of credit facility outstanding | $ 438 | [4],[5],[6] | $ 285 | ||
[1] Remaining 2024 includes amortization payments totaling $18 million for the Term Loan A Facility, as well as $438 million of outstanding borrowings under the Revolving Credit Facility which expires in July 2027 (subject to earlier spring maturity) but is classified on the balance sheet as current due to the revolving nature and terms and conditions of the facility. The current portion of long-term debt of $639 million shown on the Condensed Consolidated Balance Sheets consists of $438 million of outstanding borrowings under the Revolving Credit Facility and $201 million of outstanding borrowings under the Term Loan A Facility expiring February 8, 2025. The i nterest rate with respect to outstanding borrowings under the Term Loan A Facility at March 31, 2024 is based on, at the Company's option, Term SOFR plus a 10 basis point credit spread adjustment or ABR, plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the SOFR margin was 1.75% and the ABR margin was 0.75% for the three months ended March 31, 2024. The Term Loan A Facility provides for quarterly amortization payments based on a percentage of the original principal amount of $237 million as follows: 1.25% per quarter from June 30, 2022 to March 31, 2023; 1.875% per quarter from June 30, 2023 to March 31, 2024; and 2.50% per quarter for periods ending on or after June 30, 2024, with the balance of the Term Loan A Facility due at maturity on February 8, 2025. The maturity date of the Revolving Credit Facility is July 27, 2027 and may spring forward to an earlier date as follows: (i) if on or before March 16, 2026, the 0.25% Exchangeable Senior Notes have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise discharged, defeased or repaid by March 16, 2026), the maturity date of the Revolving Credit Facility will be March 16, 2026; and (ii) if on or before November 9, 2024, the "term A loans" under the Term Loan A Agreement have not been extended, refinanced or replaced to have a maturity date after October 26, 2027 (or are not otherwise repaid by November 9, 2024), the maturity date of the Revolving Credit Facility will be November 9, 2024. As of March 31, 2024, the Company had $1,100 million of borrowing capacity under its Revolving Credit Facility. As of March 31, 2024, there were $438 million of outstanding borrowings under the Revolving Credit Facility and $33 million of outstanding undrawn letters of credit. On April 24, 2024, the Company had $525 million of outstanding borrowings under the Revolving Credit Facility and $34 million of outstanding undrawn letters of credit. The interest rate with respect to revolving loans under the Revolving Credit Facility at March 31, 2024 is based on, at the Company's option, Term Secured Overnight Financing Rate (" SOFR ") plus a 10 basis point credit spread adjustment or JP Morgan Chase Bank, N.A.'s prime rate ("ABR") plus (in each case) an additional margin subject to adjustment based on the then current senior secured leverage ratio. Based on the previous quarter's senior secured leverage ratio, the SOFR margin was 1.75% and the ABR margin was 0.75% for the three months ended March 31, 2024. |
Restructuring Costs (Details)
Restructuring Costs (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | |||
Restructuring Reserve [Roll Forward] | ||||
Restructuring costs, net | [1],[2] | $ 11 | $ 25 | |
Corporate, Non-Segment | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring costs, net | 4 | 5 | ||
Operational Efficiencies Program | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at December 31, 2023 | 14 | |||
Restructuring costs, net | 10 | [3] | 23 | |
Costs paid or otherwise settled | (8) | |||
Balance at March 31, 2024 | 16 | |||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||
Total amount expected to be incurred | 90 | |||
Amount incurred to date | 73 | |||
Total amount remaining to be incurred | 17 | |||
Operational Efficiencies Program | Corporate, Non-Segment | ||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||
Total amount expected to be incurred | 10 | |||
Amount incurred to date | 10 | |||
Total amount remaining to be incurred | 0 | |||
Operational Efficiencies Program | Franchise Group | ||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||
Total amount expected to be incurred | 14 | |||
Amount incurred to date | 14 | |||
Total amount remaining to be incurred | 0 | |||
Operational Efficiencies Program | Owned Brokerage Group | ||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||
Total amount expected to be incurred | 61 | |||
Amount incurred to date | 45 | |||
Total amount remaining to be incurred | 16 | |||
Operational Efficiencies Program | Title Group | ||||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||
Total amount expected to be incurred | 5 | |||
Amount incurred to date | 4 | |||
Total amount remaining to be incurred | 1 | |||
Prior restructuring programs | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at December 31, 2023 | 9 | |||
Restructuring costs, net | 1 | 2 | ||
Costs paid or otherwise settled | (2) | |||
Balance at March 31, 2024 | 8 | |||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||
Total amount remaining to be incurred | 19 | |||
Personnel Related | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring costs, net | [4] | 5 | 11 | |
Personnel Related | Operational Efficiencies Program | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at December 31, 2023 | 10 | |||
Restructuring costs, net | [3] | 5 | ||
Costs paid or otherwise settled | (4) | |||
Balance at March 31, 2024 | 11 | |||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||
Total amount expected to be incurred | 42 | |||
Amount incurred to date | 40 | |||
Total amount remaining to be incurred | 2 | |||
Facility Related | ||||
Restructuring Reserve [Roll Forward] | ||||
Restructuring costs, net | [5] | 6 | $ 14 | |
Facility Related | Operational Efficiencies Program | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at December 31, 2023 | 4 | |||
Restructuring costs, net | [3] | 5 | ||
Costs paid or otherwise settled | (4) | |||
Balance at March 31, 2024 | 5 | |||
Other Asset Impairment Charges | 5 | |||
Restructuring and Related Cost, Expected Cost [Abstract] | ||||
Total amount expected to be incurred | 48 | |||
Amount incurred to date | 33 | |||
Total amount remaining to be incurred | $ 15 | |||
[1] (b) The three months ended March 31, 2024 includes restructuring charges of $1 million at Franchise Group, $6 million at Owned Brokerage Group and $4 million at Corporate and Other. The three months ended March 31, 2023 includes restructuring charges of $6 million at Franchise Group, $14 million at Owned Brokerage Group and $5 million at Corporate and Other. Restructuring charges for the three months ended March 31, 2024 include $10 million of expense related to the Operational Efficiencies Plan and $1 million of expense related to prior restructuring plans. Restructuring charges for the three months ended March 31, 2023 include $23 million of expense related to the Operational Efficiencies Plan and $2 million of expense related to prior restructuring plans. In addition, the Company incurred $5 million of facility-related costs for lease asset impairments in connection with the Plan during the three months ended March 31, 2024. Personnel-related costs consist of severance costs provided to employees who have been terminated. 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. |
Commitment and Contingencies Li
Commitment and Contingencies Litigation and Tax Matters (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2024 USD ($) | Jul. 31, 2006 Independent_Companies | |
Loss Contingencies [Line Items] | ||||
Cendant Spin-off Number of New Independent Companies | Independent_Companies | 4 | |||
Number of New Independent Companies per Cendant Business Unit | Independent_Companies | 1 | |||
Guaranty Arrangement Percentage of Obligations Assumed by Realogy | 62.50% | |||
Guaranty Arrangement Percentage of Obligations Assumed by Wyndham | 37.50% | |||
Due to former parent | $ 39,000 | $ 38,000 | ||
Noninterest-bearing deposit liabilities | 662,000 | |||
Maximum | ||||
Loss Contingencies [Line Items] | ||||
Cash, FDIC insured amount | 250 | |||
Pending Litigation | Burnett and Moehrl | ||||
Loss Contingencies [Line Items] | ||||
Litigation Settlement, Amount Awarded to Other Party | 83,500 | |||
Payments for Legal Settlements | $ 10,000 | |||
Pending Litigation | Burnett and Moehrl | Subsequent Event | ||||
Loss Contingencies [Line Items] | ||||
Payments for Legal Settlements | $ 20,000 | |||
Pending Litigation | Nosalek | ||||
Loss Contingencies [Line Items] | ||||
Litigation settlement amount to be paid by the defendant other than the Company | $ 3,000 |
Equity (Details)
Equity (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Feb. 16, 2022 | |
Statement of Equity Table [Line Items] | |||
Beginning Balance | 110,488,093 | ||
Ending Balance | 111,099,426 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning Balance | $ 1,681 | $ 1,767 | |
Net loss | (101) | (138) | |
Other comprehensive income (loss) | (1) | 1 | |
Stock-based compensation | 4 | 4 | |
Issuance of shares for vesting of equity awards | 0 | 0 | |
Shares withheld for taxes on equity awards | (3) | (4) | |
Ending Balance | 1,580 | 1,630 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1,580 | $ 1,630 | |
Shares Authorized under Stock Repurchase Program, | $ 300 | ||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 203 | ||
Common Stock | |||
Statement of Equity Table [Line Items] | |||
Beginning Balance | 110,500,000 | 109,500,000 | |
Issuance of shares for vesting of equity awards | 1,100,000 | 1,400,000 | |
Shares withheld for taxes on equity awards | (500,000) | (500,000) | |
Ending Balance | 111,100,000 | 110,400,000 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning Balance | $ 1 | $ 1 | |
Ending Balance | 1 | 1 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 1 | 1 | |
Additional Paid-In Capital | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning Balance | 4,813 | 4,805 | |
Stock-based compensation | 4 | 4 | |
Shares withheld for taxes on equity awards | (3) | (4) | |
Ending Balance | 4,814 | 4,805 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | 4,814 | 4,805 | |
Accumulated Deficit | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning Balance | (3,091) | (2,994) | |
Net loss | (101) | (138) | |
Ending Balance | (3,192) | (3,132) | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (3,192) | (3,132) | |
Accumulated Other Comprehensive Loss | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning Balance | (44) | (48) | |
Other comprehensive income (loss) | (1) | 1 | |
Ending Balance | (45) | (47) | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (45) | (47) | |
Non- controlling Interests | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Beginning Balance | 2 | 3 | |
Net loss | 0 | ||
Ending Balance | 2 | 3 | |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | $ 2 | $ 3 |
Equity Stock-Based Compensation
Equity Stock-Based Compensation (Details) shares in Millions | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Restricted Stock Units (RSUs) | |
Non Options Granted in Period | shares | 1.3 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 6.09 |
Performance Shares | |
Non Options Granted in Period | shares | 1.3 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ / shares | $ 6.44 |
Performance share unit TSR multiplier | 1,500% |
Earnings (Loss) Per Share (Deta
Earnings (Loss) Per Share (Details) | Jun. 02, 2021 $ / shares |
0.25% Exchangeable Senior Notes | Convertible Debt | |
Earnings Per Share [Line Items] | |
Debt Instrument, Convertible, Conversion Price | $ 24.49 |
Segment Information - Revenues
Segment Information - Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenues | [1] | $ 1,126 | $ 1,131 |
Corporate, Non-Segment | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenues | [1],[2] | (64) | (63) |
Franchise Group | Operating Segments | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenues | [1] | 200 | 207 |
Owned Brokerage Group | Operating Segments | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenues | [1] | 919 | 915 |
Title Group | Operating Segments | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenues | [1] | $ 71 | $ 72 |
[1] 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 and $63 million for the three months ended March 31, 2024 and 2023, respectively. Such amounts are eliminated through the Corporate and Other line. Includes the elimination of transactions between segments. |
Segment Information - Operating
Segment Information - Operating EBITDA (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Segment Reporting Information [Line Items] | |||
Operating EBITDA | $ (17) | $ (52) | |
Depreciation and amortization | 55 | 50 | |
Interest expense, net | 39 | 38 | |
Income tax benefit | (28) | (46) | |
Restructuring costs, net | [1],[2] | 11 | 25 |
Impairments | [3] | 6 | 4 |
Former parent legacy cost, net | [4] | 1 | 16 |
Gain on the sale of businesses, investments or other assets, net | 0 | (1) | |
Net loss attributable to Anywhere and Anywhere Group | (101) | (138) | |
Corporate, Non-Segment | |||
Segment Reporting Information [Line Items] | |||
Operating EBITDA | [5] | (32) | (57) |
Restructuring costs, net | 4 | 5 | |
Franchise Group | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Operating EBITDA | 89 | 97 | |
Restructuring costs, net | 1 | 6 | |
Owned Brokerage Group | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Operating EBITDA | (59) | (75) | |
Restructuring costs, net | 6 | 14 | |
Title Group | Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Operating EBITDA | $ (15) | $ (17) | |
[1] (b) The three months ended March 31, 2024 includes restructuring charges of $1 million at Franchise Group, $6 million at Owned Brokerage Group and $4 million at Corporate and Other. The three months ended March 31, 2023 includes restructuring charges of $6 million at Franchise Group, $14 million at Owned Brokerage Group and $5 million at Corporate and Other. Restructuring charges for the three months ended March 31, 2024 include $10 million of expense related to the Operational Efficiencies Plan and $1 million of expense related to prior restructuring plans. Restructuring charges for the three months ended March 31, 2023 include $23 million of expense related to the Operational Efficiencies Plan and $2 million of expense related to prior restructuring plans. Non-cash impairments primarily related to leases and other assets. Former parent legacy cost is recorded in Corporate and Other and relates to a legacy tax matter. Includes the elimination of transactions between segments. |