Deep understanding of the consumer Tech and data scale 米 9 Leadership in Technology and Data High Impact Technology And Products Personalized agent and franchisee technology to enhance productivity Affiliate Insights Integration of data and AI models for core business processes like agent recruiting Analytic Leadership Proven track record of utilizing predictive analytics and machine learning to drive results Multiple Proofs of Concept focused on generative AI HomePlace Guides consumers through the transact ...

Financial Data and Key Metrics Changes - Q1 2023 revenue was $1.1 billion, down 31% year-over-year, aligning with the decline in transaction volume [13][73] - Operating EBITDA for Q1 was negative $52 million, a decrease from the previous year, primarily due to lower transaction volume and higher agent commission costs [13][73] - Cash on hand at the end of Q1 was $122 million, with Q1 free cash flow being negative $120 million, which is better than typical for the seasonally slow first quarter [13][73] Business Segment Performance Changes - Anywhere Brands business generated $97 million in operating EBITDA, down $41 million year-over-year due to lower revenue from transaction volume declines [6] - Anywhere Advisors had an operating EBITDA of negative $75 million, down $35 million year-over-year, attributed to lower volume and higher agent commission costs [6] - Anywhere Integrated Services reported negative $17 million in operating EBITDA, a decline of $14 million year-over-year due to lower purchase and refinance volumes [40] Market Data and Key Metrics Changes - The housing market is facing significant challenges, with forecasts predicting home sales in the low 4 million range, marking one of the worst years in a long time [63] - Transaction volume is expected to decline by 15% to 20% year-over-year, consistent with industry forecasts [41] - The company anticipates Q2 closed volumes to be down about 25% compared to the prior year [41] Company Strategy and Development Direction - The company is focused on achieving $200 million in cost savings for 2023, with $50 million realized in Q1 [66] - There is a strategic emphasis on integrating operations between title and brokerage to enhance efficiency and improve the transaction experience [38][66] - The company aims to capture benefits from a recovering housing market by positioning itself for share growth, particularly in the franchise business and luxury segments [4][8] Management's Comments on Operating Environment and Future Outlook - Management remains optimistic about the housing market improving throughout the year, despite current challenges [8][63] - The company is focused on innovation and simplifying the agent and consumer transaction experience to capture additional economics [64] - Management acknowledges the impact of legal accruals on financial results but highlights positive trends in open transaction volume metrics [23][27] Other Important Information - The company has reduced its headcount by 11% since June 2022 as part of its cost-saving initiatives [66] - The integration of the One Click Title feature has seen approximately 30% of Coldwell Banker Realty agents using it, indicating progress in simplifying the title ordering process [12] - The company was named one of Fortune's most Innovative Companies for the first time, reflecting its commitment to innovation [37] Q&A Session Summary Question: Have you seen any early indications of a slowdown in available jumbo mortgage credit impacting the luxury housing market? - Management indicated that while the housing market is tough due to the rate environment, the pullback in mortgage credit is not a significant driver of their results [18][45] Question: Can you quantify the meaningful legal accruals affecting G&A spend? - Management acknowledged the impact of legal accruals on EBITDA but refrained from providing specific numbers, emphasizing transparency about their significance [20][21] Question: How do your agents participate in new single-family construction? - Management noted that agent involvement in new construction varies with market conditions, but resale markets remain the primary focus [25] Question: What is the outlook for commission splits given the expected transaction volume decline? - Management expects commission splits to be down about 100 basis points for the full year, influenced by prior recruiting and retention payments [78]

*I This presentation contains forward-looking statements. The Company desires to take advantage of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995 and is including this statement for the express purpose of availing itself of the protections of the safe harbor with respect to all forward-looking statements. Therefore, the Company wishes to caution each participant to consider carefully the specific factors discussed with each forward-looking statement in this presentation a ...

Financial Performance - Gross commission income for Q1 2023 was $903 million, down 27.6% from $1,247 million in Q1 2022[34] - Net revenues decreased to $1,131 million in Q1 2023, a decline of 30.8% compared to $1,635 million in Q1 2022[34] - The net loss attributable to Anywhere and Anywhere Group for Q1 2023 was $138 million, compared to a net income of $23 million in Q1 2022[34] - Basic and diluted loss per share for Q1 2023 was $(1.26), compared to earnings per share of $0.20 and $0.19 in Q1 2022, respectively[34] - Operating EBITDA for the total company was $(52) million in Q1 2023, compared to $69 million in Q1 2022, indicating a significant decrease in operational profitability[145] - Total revenues for the company decreased to $1.131 billion in Q1 2023 from $1.635 billion in Q1 2022, representing a decline of approximately 30.8%[143] - The Franchise Group generated revenues of $207 million in Q1 2023, down from $267 million in Q1 2022, a decrease of 22.5%[143] - The Owned Brokerage Group's revenues fell to $915 million in Q1 2023 from $1.264 billion in Q1 2022, a decline of 27.6%[143] - Total expenses for Q1 2023 were $1,313 million, down 17.4% from $1,590 million in Q1 2022[34] - Total expenses decreased by $277 million or 17% for Q1 2023 compared to Q1 2022, mainly due to a $265 million decrease in commission and other sales agent-related costs[191] Assets and Liabilities - Total assets as of March 31, 2023, were $6,195 million, a decrease from $6,383 million as of December 31, 2022[38] - Current liabilities increased to $1,328 million as of March 31, 2023, compared to $1,305 million as of December 31, 2022[38] - The accumulated deficit increased to $(3,132) million as of March 31, 2023, from $(2,994) million as of December 31, 2022[38] - Cash and cash equivalents decreased to $122 million as of March 31, 2023, down from $214 million as of December 31, 2022[38] - Total liabilities decreased by $51 million to $4.565 billion as of March 31, 2023[209] - Total short-term and long-term debt reached $2,878 million as of March 31, 2023, up from $2,849 million as of December 31, 2022, reflecting a 1.02% increase[75] Cash Flow and Expenses - Net cash used in operating activities was $113 million for Q1 2023, a decrease from $233 million in Q1 2022[39] - The company reported a net cash decrease of $92 million in cash, cash equivalents, and restricted cash, ending the period with $126 million[39] - The company’s cash paid for interest in Q1 2023 was $39 million, down from $58 million in Q1 2022[39] - The company realized approximately $50 million in cost savings in Q1 2023, with an expectation of an additional $150 million in savings for the remainder of the year[156] - The company expects to realize approximately $150 million in additional cost savings during the remainder of 2023, following $50 million in cost savings realized in Q1 2023[194] Restructuring and Operational Efficiencies - The company reported restructuring costs of $25 million in Q1 2023, compared to $4 million in Q1 2022[34] - The Company expects total costs related to the Operational Efficiencies Plan to be $47 million, with $43 million incurred to date[85] - The Company incurred restructuring charges totaling $25 million across its segments in Q1 2023, compared to $4 million in Q1 2022[145] Legal Matters and Litigation - The company is involved in multiple ongoing antitrust litigations, including the Burnett litigation, which is scheduled for jury trial in October 2023[92] - The company believes it has substantial defenses against the claims in these litigations and is vigorously defending its position[93] - The company may incur liabilities that could materially affect its financial condition due to ongoing legal matters[91] - The company disputes the allegations in the antitrust cases, asserting that the claims are based on complex and evolving legal issues[94] - The company is currently involved in litigation regarding the Telephone Consumer Protection Act, with plaintiffs initially claiming approximately 1.2 million Do Not Call calls, later narrowing it to approximately 321,000[119] - The company is vigorously defending against allegations in the worker classification litigation, which claims misclassification of independent contractors and seeks penalties under California law[121] Market Conditions and Trends - The Consumer Price Index (CPI) rose by 5% for the 12 months ended March 31, 2023, indicating ongoing inflationary pressures[162] - The Home Ownership Affordability Monitor (HOAM) Index value dropped to 74.2 in February 2023 from 90.8 in February 2022, reflecting a significant decline in housing affordability[163] - Mortgage rates increased from an average of 4.17% in March 2022 to 6.54% in March 2023, contributing to decreased housing affordability[158] - The company expects significant declines in homesale transaction volume to continue in Q2 2023, driven by fewer homesale transactions[155] Transaction Volume and Pricing - Homesale transaction volume for the combined Franchise Group and Owned Brokerage Group decreased by 31% in Q1 2023 compared to Q1 2022[153] - Closed homesale sides dropped by 29% in Q1 2023 year-over-year, with the Franchise Group experiencing a 31% decline[153] - Average homesale price decreased by 3% across the combined groups in Q1 2023 compared to the same period in 2022[153] - Closed homesale sides for the Anywhere Brands - Franchise Group were 150,491 in Q1 2023, down 31% from 217,764 in Q1 2022[190] - Average homesale price decreased by 3% to $437,964 in Q1 2023 from $449,250 in Q1 2022[190] Shareholder Actions - The company has a remaining share repurchase authorization of $203 million as of March 31, 2023, with no shares repurchased since February 2022[133] - The company granted restricted stock units related to 1.5 million shares with a weighted average grant date fair value of $5.80 during Q1 2023[134] - The company approved an increase of 5 million shares reserved under the Second Amended and Restated 2018 Long-Term Incentive Plan, which was approved by stockholders on May 3, 2023[136]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________________ FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ (State or other jurisdiction of incorporation or organization) Madison, New Jersey 07940 Commission File No. 001- ...

Anywhere Real Estate Inc. (NYSE:HOUS) Q4 2022 Earnings Conference Call February 23, 2023 8:30 AM ET Company Participants Alicia Swift - SVP Ryan Schneider - CEO and President Charlotte Simonelli - CFO Conference Call Participants John Campbell - Stephens Ryan McKeveny - Zelman and Associates Tommy McJoynt - KBW Operator Good morning and welcome to the Anywhere Real Estate Year End 2022 Earnings Conference Call via webcast. Today's call is being recorded and a written transcript will be made available in the ...

[PART I - FINANCIAL INFORMATION](index=7&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) Presents the company's unaudited financial statements, management's discussion, market risks, and internal controls for the reporting period [Financial Statements (Unaudited)](index=7&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Presents unaudited condensed financial statements and notes, revealing declines in net revenues and income due to market conditions and significant debt refinancing [Financial Statements](index=9&type=section&id=Financial%20Statements) Reports Q3 and nine-month declines in net revenues and income, with reduced cash and operating cash flow reversal Condensed Consolidated Statements of Operations (Q3 & 9-Months) | Metric | Q3 2022 (In millions) | Q3 2021 (In millions) | 9-Months 2022 (In millions) | 9-Months 2021 (In millions) | | :--- | :--- | :--- | :--- | :--- | | **Net revenues** | $1,808 | $2,186 | $5,585 | $6,009 | | **Income before income taxes** | $66 | $153 | $237 | $374 | | **Net income attributable to Anywhere** | $55 | $114 | $166 | $296 | | **Diluted EPS** | $0.48 | $0.95 | $1.42 | $2.46 | Condensed Consolidated Balance Sheet Highlights | Metric | Sept 30, 2022 (In millions) | Dec 31, 2021 (In millions) | | :--- | :--- | :--- | | **Cash and cash equivalents** | $272 | $735 | | **Total current assets** | $913 | $1,188 | | **Total assets** | $7,013 | $7,210 | | **Total current liabilities** | $1,342 | $1,052 | | **Long-term debt** | $2,486 | $2,940 | | **Total liabilities** | $4,797 | $5,018 | | **Total equity** | $2,216 | $2,192 | Condensed Consolidated Statements of Cash Flows (9-Months) | Metric | 9-Months 2022 (In millions) | 9-Months 2021 (In millions) | | :--- | :--- | :--- | | **Net cash (used in) provided by operating activities** | $(71) | $489 | | **Net cash used in investing activities** | $(25) | $(68) | | **Net cash used in financing activities** | $(367) | $(238) | | **Net (decrease) increase in cash** | $(466) | $183 | [Notes to Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Details company name change, title underwriter sale, significant debt refinancing, and ongoing antitrust and TCPA litigation - The company changed its name from Realogy Holdings Corp. to **Anywhere Real Estate Inc.** effective June 9, 2022[45](index=45&type=chunk) - On March 29, 2022, the company sold its title insurance underwriter for **$210 million**, recognizing a **$131 million gain** and retaining a 30% equity stake in a new joint venture[50](index=50&type=chunk) - In Q1 2022, the company issued **$1 billion of 5.25% Senior Notes** due 2030 and used the proceeds to redeem **$1.1 billion of higher-rate notes**, resulting in a **$92 million loss** on early extinguishment of debt[92](index=92&type=chunk)[113](index=113&type=chunk) - The company is defending against several significant class-action lawsuits, including antitrust litigation (Burnett and Moehrl cases) and a Telephone Consumer Protection Act (TCPA) case, with the Burnett trial scheduled for February 2023 and the TCPA trial for April 2023[140](index=140&type=chunk)[142](index=142&type=chunk)[154](index=154&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=40&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Analyzes performance decline due to adverse market conditions, detailing cost-saving initiatives, segment results, and liquidity [Current Business and Industry Trends](index=41&type=section&id=Current%20Business%20and%20Industry%20Trends) Adverse market trends, including rising mortgage rates and inflation, significantly impacted Q3 performance, causing a 17% drop in homesale volume Homesale Transaction Volume Changes vs. Prior Year | Metric | Q3 2022 | 9-Months 2022 | | :--- | :--- | :--- | | **Anywhere Combined Volume** | (17)% | (7)% | | Closed homesale sides | (21)% | (16)% | | Average homesale price | 5% | 10% | | **Franchise Group Volume** | (19)% | (10)% | | **Owned Brokerage Group Volume** | (13)% | (2)% | - Rapidly rising mortgage rates, high inflation, and reduced affordability had a significant detrimental impact on consumer demand during Q3 2022[197](index=197&type=chunk) - The Title Group's results were negatively impacted by the high interest rate environment, with refinancing title and closing units declining **65%** and purchase units declining **13%** for the nine months ended September 30, 2022[203](index=203&type=chunk) - Equity in earnings from the Guaranteed Rate Affinity mortgage JV declined from earnings of **$49 million** in the first nine months of 2021 to a **loss of $12 million** in the same period of 2022 due to higher mortgage rates and margin compression[204](index=204&type=chunk) [Results of Operations](index=46&type=section&id=Results%20of%20Operations) Consolidated net revenues and income declined significantly in Q3 and nine-month periods, with operating EBITDA falling 41% due to lower volumes Q3 2022 vs. Q3 2021 Consolidated Results | Metric (In millions) | Q3 2022 | Q3 2021 | Change | | :--- | :--- | :--- | :--- | | **Net revenues** | $1,808 | $2,186 | $(378) | | **Net income attributable to Anywhere** | $55 | $114 | $(59) | 9-Months 2022 vs. 9-Months 2021 Consolidated Results | Metric (In millions) | 9-Months 2022 | 9-Months 2021 | Change | | :--- | :--- | :--- | :--- | | **Net revenues** | $5,585 | $6,009 | $(424) | | **Net income attributable to Anywhere** | $166 | $296 | $(130) | Segment Operating EBITDA (9-Months) | Segment (In millions) | 9-Months 2022 | 9-Months 2021 | Change | | :--- | :--- | :--- | :--- | | **Franchise Group** | $544 | $576 | $(32) | | **Owned Brokerage Group** | $(30) | $116 | $(146) | | **Title Group** | $27 | $170 | $(143) | | **Total Company** | $437 | $745 | $(308) | [Financial Condition, Liquidity and Capital Resources](index=53&type=section&id=Financial%20Condition%2C%20Liquidity%20and%20Capital%20Resources) Cash decreased significantly due to financing activities, including share repurchases and debt refinancing, while maintaining a $1.1 billion revolving credit facility - Cash, cash equivalents and restricted cash decreased by **$466 million** during the first nine months of 2022, ending the period at **$277 million**[302](index=302&type=chunk) - The company repurchased and retired **8.8 million shares** of common stock for **$97 million** during the nine months ended September 30, 2022, with **$203 million** remaining available under the share repurchase program[290](index=290&type=chunk) - In Q1 2022, the company issued **$1 billion of 5.25% Senior Notes** and used proceeds to redeem **$1.1 billion of higher-rate debt**, subsequently announcing the redemption of its remaining **$340 million of 4.875% Senior Notes** in November 2022[292](index=292&type=chunk)[294](index=294&type=chunk) - The company amended its Senior Secured Credit Facility in July 2022, extending the maturity of its **$1.1 billion Revolving Credit Facility** to July 2027 and transitioning the benchmark rate from LIBOR to SOFR[293](index=293&type=chunk) [Quantitative and Qualitative Disclosures about Market Risks](index=61&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risks) Identifies interest rate fluctuations on variable-rate debt as the primary market risk, with a $1 million impact for a 0.25% LIBOR increase - The primary market risk is interest rate fluctuations on variable rate borrowings, which include the **$225 million Term Loan A Facility**[326](index=326&type=chunk)[329](index=329&type=chunk) - A hypothetical **0.25% increase in LIBOR** would have an approximately **$1 million impact** on the company's annual interest expense[329](index=329&type=chunk) - As of September 30, 2022, the company had interest rate swaps with a notional value of **$450 million** to manage a portion of its interest rate exposure[330](index=330&type=chunk) [Controls and Procedures](index=61&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective, with no material changes to internal control over financial reporting - Management, including the CEO and CFO, concluded that the disclosure controls and procedures for both Anywhere Real Estate Inc. and Anywhere Real Estate Group LLC are effective at the "reasonable assurance" level[333](index=333&type=chunk)[337](index=337&type=chunk) - There were no material changes in the company's internal control over financial reporting during the quarter[334](index=334&type=chunk)[337](index=337&type=chunk) [PART II - OTHER INFORMATION](index=63&type=section&id=PART%20II%20OTHER%20INFORMATION) Provides additional information including legal proceedings, equity security sales, and a list of filed exhibits [Legal Proceedings](index=63&type=section&id=Item%201.%20Legal%20Proceedings) Details ongoing legal proceedings, including antitrust and TCPA class actions, with trials scheduled for early 2023 and potential material adverse effects - The company refers to Note 8 of the financial statements for detailed information on its legal proceedings[339](index=339&type=chunk) - The company warns that judgments or settlements could materially exceed accrued amounts and have a material adverse effect on its financial condition, results of operations, or cash flows[342](index=342&type=chunk) - Key trials are scheduled for early 2023: the Burnett antitrust case in late February 2023 and the TCPA case in April 2023[343](index=343&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=64&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details Q3 2022 share repurchase activity, with approximately $203 million remaining under the authorized program Share Repurchases (Q3 2022) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | August 2022 | 3,804,071 | $10.99 | | September 2022 | 1,101,786 | $9.54 | - As of September 30, 2022, approximately **$203 million** remained available for repurchase under the **$300 million program** authorized in February 2022[348](index=348&type=chunk) [Exhibits](index=65&type=section&id=Item%206.%20Exhibits) Lists various exhibits filed with the report, including credit agreement amendments and CEO/CFO certifications - Lists various exhibits filed with the report, including an amendment to the credit agreement, CEO/CFO certifications, and financial data formatted in iXBRL[350](index=350&type=chunk)

Financial Data and Key Metrics Changes - The company reported Q3 revenue of $1.8 billion, down 17% year-over-year, consistent with the estimated transaction volume decline of 10% to 20% [8][22][30] - Operating EBITDA for Q3 was $166 million, impacted by lower transaction volume and increased legal accruals [8][22][30] - Free cash flow for the quarter was $99 million, with cash on hand at $272 million [23][29] Business Line Data and Key Metrics Changes - The Anywhere Brands business generated $202 million in operating EBITDA, with a decline primarily due to lower transaction volume [24] - The Anywhere Advisors business reported negative $1 million in operating EBITDA, with a 7% year-over-year increase in the agent base [25] - Anywhere Integrated Services delivered $9 million in operating EBITDA, down $45 million year-over-year due to lower resale and refinance volumes [28] Market Data and Key Metrics Changes - Transaction volume was down 17% year-over-year, with a more significant decline of over 25% expected in Q4 [5][30] - Geographic variations were noted, with about 25% volume declines in the West compared to high single-digit declines in the Midwest and Northeast [9] - The luxury segment showed less decline, particularly in transactions and listings above $750,000 [9][82] Company Strategy and Development Direction - The company is focused on increasing efficiency and cost reduction, targeting over $150 million in savings for the year [19][31] - Integration of brokerage, title, and mortgage services is a key strategy to enhance operational efficiency and service delivery [10][21] - The company aims to leverage its competitive differentiation to emerge stronger as the market improves [12][34] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenging housing market, driven by rising mortgage rates and affordability issues [6][8] - The company remains optimistic about long-term housing demand, citing positive demographics and strong consumer balance sheets [33][56] - Future guidance on EBITDA is uncertain due to macroeconomic volatility, with a focus on balancing cost efficiencies and prudent investments [31][34] Other Important Information - The company is facing several legal challenges, leading to increased legal accruals in Q3 [12][19] - The integration of brokerage and title operations will be reported together in future financial results [21] Q&A Session Summary Question: Insights on cost savings becoming permanent - Management indicated that temporary cost savings could remain if transaction volumes continue to decline, similar to past experiences during COVID [38] Question: Capital allocation priorities - The focus remains on redeeming 2023 notes, with share repurchases and selective investments considered based on market conditions [40] Question: Competitive environment and commission splits - The competitive environment has improved, leading to better recruiting dynamics and potential moderation in commission splits [46][48] Question: Sensitivity of EBITDA to transaction volume changes - Management confirmed that a 1% change in transaction volume still equates to approximately $15 million in EBITDA on an annual basis [73]

Q3 2022 Financial Performance - Revenue reached $1.8 billion[17] - Operating EBITDA was $166 million[18] - Free Cash Flow amounted to $99 million[19] - Net Debt/EBITDA ratio stood at 3.8x[20] Transaction Volume (Q3 2022 vs Q3 2021) - Anywhere Combined closed homesale sides decreased by 21%[23] - Anywhere Combined total homesale transaction volume decreased by 17%[23] - Anywhere Brands Franchise Group closed homesale sides decreased by 23%[23] - Anywhere Brands Franchise Group total homesale transaction volume decreased by 19%[23] - Anywhere Advisors Owned Brokerage Group closed homesale sides decreased by 15%[23] - Anywhere Advisors Owned Brokerage Group total homesale transaction volume decreased by 13%[23] Revenue Drivers (Q3 2022 vs Q3 2021) - Anywhere Brands Franchise Group closed homesale sides were 243,949, a decrease of 23%[26] - Anywhere Brands Franchise Group average homesale price was $449,313, an increase of 5%[26] - Anywhere Advisors Owned Brokerage Group closed homesale sides were 86,022, a decrease of 15%[26] - Anywhere Advisors Owned Brokerage Group average homesale price was $681,387, an increase of 3%[26]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ___________________________ FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter) ...