XML 55 R9.htm IDEA: XBRL DOCUMENT
v3.20.1

Discontinued Operations and Disposal Groups | 3 Months Ended
--- | ---
Mar. 31, 2020
Discontinued Operations and Disposal Groups [Abstract] |
Disposal Groups, Including Discontinued Operations, Disclosure | DISCONTINUED OPERATIONS The Company entered into a Purchase and Sale Agreement on November 6, 2019 (the "Purchase Agreement"), for the acquisition of Cartus Relocation Services, the Company's global employee relocation business, by North American Van Lines, Inc. (as assignee of SIRVA Worldwide, Inc., or "SIRVA") for $375 million in cash at closing, subject to certain adjustments set forth in the Purchase Agreement, and a $25 million deferred payment after the closing of the transaction. SIRVA is a portfolio company of Madison Dearborn Partners, LLC ("MDP"). See Note 11, "Subsequent Events", for additional information on the update to the planned sale of Cartus Relocation. The transaction under the Purchase Agreement includes all of Cartus Relocation Services, but not Realogy Leads Group. Realogy Leads Group is comprised of the Company's affinity and broker-to-broker business, as well as the broker network made up of agents and brokers from Realogy’s residential real estate brands and certain independent real estate brokers (which is referred to as the Realogy Advantage Broker Network). In connection with the Company's signing of the Purchase Agreement during the fourth quarter of 2019, the Company met the requirements to report the operating results of the Cartus Relocation Services business as discontinued operations. Accordingly, the loss related to Cartus Relocation Services is reported in "Net loss from discontinued operations" on the Condensed Consolidated Statements of Operations for all periods presented. In addition, the related assets and liabilities are reported as assets and liabilities held for sale on the Condensed Consolidated Balance Sheets. The cash flows related to discontinued operations have been segregated and are included in the Condensed Consolidated Statements of Cash Flows. The following table summarizes the operating results of discontinued operations described above and reflected within "Net loss from discontinued operations" in the Company’s Condensed Consolidated Statements of Operations for each of the periods presented:
|  | Three Months Ended March 31, |  |
|  | 2020 |  | 2019
Net revenues |  | $ | 52 |  |  | $ | 60 |
Total expenses |  | 58 |  |  | 77 |
Loss from discontinued operations |  | (6) |  |  | (17) |
Estimated loss on the sale of discontinued operations (a) |  | (30) |  |  | — |
Income tax benefit from discontinued operations |  | (9) |  |  | (3) |
Net loss from discontinued operations |  | $ | (27) |  |  | $ | (14) |
_______________ (a)Adjustment to record assets and liabilities held for sale at the lower of carrying value or fair value less any costs to sell based on the estimated net purchase price. Assets and liabilities held for sale related to discontinued operations presented in the Condensed Consolidated Balance Sheets at March 31, 2020 and December 31, 2019 are as follows:
| March 31, 2020 |  | December 31, 2019
Carrying amounts of the major classes of assets held for sale |  |  |
Cash and cash equivalents | $ | 12 |  |  | $ | 28 |
Restricted cash | 4 |  |  | 3 |
Trade receivables | 36 |  |  | 46 |
Relocation receivables | 188 |  |  | 203 |
Other current assets | 13 |  |  | 12 |
Property and equipment, net | 37 |  |  | 36 |
Operating lease assets, net | 36 |  |  | 36 |
Goodwill | 176 |  |  | 176 |
Trademarks | 76 |  |  | 76 |
Other intangibles, net | 157 |  |  | 156 |
Allowance for reduction of assets held for sale (a) | (52) |  |  | (22) |
Total assets classified as held for sale | $ | 683 |  |  | $ | 750 |
Carrying amounts of the major classes of liabilities held for sale |  |  |
Accounts payable | $ | 49 |  |  | $ | 53 |
Securitization obligations | 162 |  |  | 206 |
Current portion of operating lease liabilities | 5 |  |  | 6 |
Accrued expenses and other current liabilities | 51 |  |  | 62 |
Long-term operating lease liabilities | 28 |  |  | 29 |
Total liabilities classified as held for sale | $ | 295 |  |  | $ | 356 |
_______________ (a)Adjustment to record assets and liabilities held for sale at the lower of carrying value or fair value less any costs to sell based on the Purchase Agreement. Securitization Obligations Securitization Obligations in the table above are further broken out as follows:
| March 31, 2020 |  | December 31, 2019
Securitization Obligations: |  |  |
Apple Ridge Funding LLC | $ | 153 |  |  | $ | 195 |
Cartus Financing Limited | 9 |  |  | 11 |
Total Securitization Obligations | $ | 162 |  |  | $ | 206 |
Realogy Group has secured obligations through Apple Ridge Funding LLC under a securitization program which expires in June 2020. As of March 31, 2020, the Company had $250 million of borrowing capacity under the Apple Ridge Funding LLC securitization program with $153 million being utilized leaving $97 million of available capacity subject to maintaining sufficient relocation related assets to collateralize the securitization obligation. Realogy Group, through a special purpose entity known as Cartus Financing Limited, has agreements providing for a £10 million revolving loan facility and a £5 million working capital facility which expires in August 2020. As of March 31, 2020, there were $9 million of outstanding borrowings under the facilities leaving $10 million of available capacity subject to maintaining sufficient relocation related assets to collateralize the securitization obligation. These Cartus Financing Limited facilities are secured by the relocation assets of a U.K. government contract in this special purpose entity and are therefore classified as permitted securitization financings as defined in Realogy Group’s Senior Secured Credit Agreement and the indentures governing the Unsecured Notes. The Apple Ridge entities and the Cartus Financing Limited entity are consolidated special purpose entities that are utilized to securitize relocation receivables and related assets. These assets are generated from advancing funds on behalf of clients of Realogy Group’s relocation business in order to facilitate the relocation of their employees. Assets of these special purpose entities are not available to pay Realogy Group’s general obligations. Under the Apple Ridge program, provided no termination or amortization event has occurred, any new receivables generated under the designated relocation management agreements are sold into the securitization program and as new eligible relocation management agreements are entered into, the new agreements are designated to the program. The Apple Ridge program has restrictive covenants and trigger events, including performance triggers linked to the age and quality of the underlying assets, foreign obligor limits, multicurrency limits, financial reporting requirements, restrictions on mergers and change of control, any uncured breach of Realogy Group’s senior secured leverage ratio under Realogy Group’s Senior Secured Credit Facility, and cross-defaults to Realogy Group’s material indebtedness. The occurrence of a trigger event under the Apple Ridge securitization facility could restrict our ability to access new or existing funding under this facility or result in termination of the facility, either of which would adversely affect the operation of Cartus Relocation Services and the Company. Certain of the funds that Realogy Group received from relocation receivables and related assets are required to be utilized to repay securitization obligations. These obligations are collateralized by $172 million and $200 million of underlying relocation receivables and other related relocation assets at March 31, 2020 and December 31, 2019, respectively. Substantially all relocation related assets are realized in less than twelve months from the transaction date. Interest incurred in connection with borrowings under these facilities amounted to $2 million for both the three months ended March 31, 2020 and 2019. These securitization obligations represent floating rate debt for which the average weighted interest rate was 3.8% and 4.4% for the three months ended March 31, 2020 and 2019, respectively.

X
- References No definition available. + Details
Name: | us-gaap_DiscontinuedOperationsAndDisposalGroupsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -URI http://asc.fasb.org/topic&trid=2155823 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 + Details
Name: | us-gaap_DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration