Newmark Group Inc

NASDAQ:NMRK

Earnings Call Transcript 2021-Q1

[Operator]

Good morning. My name is Jason. I'll be your conference operator today. At this time, I'd like to welcome everyone to the Newmark First Quarter 2021 Earnings Conference Call. [Operator Instructions] Please note this event is being recorded.

I'll now turn the call over to Jason Harbes, Vice President of Investor Relations. Sir, you may begin when you're ready.

[Jason Harbes, executive]

Thank you, and good morning. We issued our first quarter 2021 financial results press release and our presentation summarizing these results this morning. The results provided on today's call compare only the first quarter of 2021 with the year earlier period, unless otherwise stated. Any figures with respect to cash flow from operations discussed on today's call refer to net cash provided by operating activities, excluding loan originations and sales.

We will be referring to our results on this call only on an adjusted earnings basis, unless otherwise stated. We may also refer to adjusted EBITDA. Please see today's press release for results under Generally Accepted Accounting Principles or GAAP. Please see the sections in the back of today's press release for the complete definitions of any such non-GAAP terms, reconciliations of both these items, the corresponding GAAP results and how, when and why management uses them. Additional information with respect to our GAAP and non-GAAP results mentioned on today's call is available on our website and in our investor presentation.

Any outlook discussed on today's call assumes no material acquisitions, share repurchases or meaningful changes in the company's stock price. These expectations are subject to change based on various macro-economic, social, political and other factors, including the COVID-19 pandemic.

I also remind you that information on this call regarding our business that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934 as amended. Such statements involve risks and uncertainties. These include statements about the effects of the COVID-19 pandemic on the company's business results, financial position, liquidity and outlook, which may constitute forward-looking statements and are subject to the risks, but the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, Newmark undertakes no obligation to update any forward-looking statements.

For a discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see Newmark Securities and Exchange Commission filings, including, but not limited to, the risk factors set forth in our most recent Form 10-K, Form 10-Q or Form 8-K filings.

With respect to the NASDAQ earn-out, the number of shares received by Newmark will depend on the timing of the closing of NASDAQ sale of its US fixed income business and NASDAQ stock price at the time. NASDAQ has stated that the closing is subject to the satisfaction of customary closing conditions, including the receipt of required regulatory approvals. Newmark can provide no assurance as to when or if the closing will occur.

I'm now happy to turn the call over to our host, Barry Gosin, CEO of Newmark Group, Inc.

[Barry Gosin, executive]

Thank you, Jason. Good morning, and thank you for joining us for Newmark's First Quarter 2021 Conference Call. Joining me on the call today are Newmark's Chief Financial Officer Mike Rispoli and Chief Strategy Officer Jeff Day, and our Chief Revenue Officer Lou Alvarado.

Newmark earned $0.20 per share on record first quarter revenues of $504 million, reflecting the value of our preeminent full-service platform and the strategic investments we made before the onset of the global pandemic. As of May 5, more than 41% of the adult American population has been fully vaccinated against COVID 19, and more than 56% have received at least one dose. At the same time, the US economic recovery is accelerating with 6.4% annualized growth in the first quarter. Nationally, the US workforce has recovered approximately 40% of the jobs lost during the pandemic. And the country's unemployment rate has fallen to 6% in March 2021 from 14.8% in April 2020.

Businesses are now increasingly more confident and are announcing their plans to return to the office. We will be welcoming all our employees back to our offices on June 1. Companies have increased their utilization of space and are making long-term commitments across all sectors. In the first quarter, our leasing revenues surpassed the first quarter of last year. This outperformance was driven by demand for industrial, retail and life science properties as the US recovery gains traction. COVID-19 restrictions are easing across the country. Many states, including New York, plan to fully reopen before the end of the second quarter. We maintain an optimistic view for leasing in the second half of 2021.

Our capital markets business modestly declined. However, we gained significant market share during the last 12 months, making Newmark the second-largest investment sales platform in the US. There's increased confidence among investors and lenders as fundamentals stabilize and record amounts of investment capital are available. Management services and servicing fees contributed to our top line revenue improvement as we continue to focus on growing our recurring revenues.

In March, Newmark acquired the business of Knotel, a global flex office provider. We expect the flex market to grow 20% to 30% annually over the next decade as corporate occupiers look to create optionality in their real estate portfolios. The response of our clients to this acquisition has been extremely positive.

With that, I'm happy to turn the call over to Mike.

[Michael Rispoli, executive]

Thank you, Barry, and good morning. Newmark generated record first quarter revenues of $504 million, up 4.1%. Management services and servicing fees rose 13.7%, including valuation and advisory fees, which grew 16.3%. These recurring revenues increased 312 basis points to 37% of total revenues in the first quarter, as we maintain our focus on growing these businesses.

Our leasing revenues increased 5% driven by increased demand for industrial, retail and life science properties. As more companies implement their plans to return to the office, we expect continued improvement in office leasing, particularly in the second half of the year.

Capital markets revenues decreased by 5.1%. Our investment sales volumes decreased 11% as compared with a 28% industry decline according to RCA. We gained significant market share and investment sales during the last 12 months making Newmark the second largest investment sales platform in the US.

GSE volumes increased by 29%. However, gains from mortgage banking activities/origination net declined 6% due to product mix. Total expenses decreased by 2.5%.

Turning to earnings. Earnings per share was $0.20 as compared to $0.09 in the prior year period, and adjusted EBITDA was $79.3 million, up 81%.

Moving on to our balance sheet. Newmark generated $25.3 million of cash flow from operations. We maintained strong liquidity and credit metrics. As of March 31, we had $146.9 million of liquidity, which declined from year end due to acquisitions, and $325 million of availability on our revolver. Our net leverage ratio remained at 1.4x.

Our balance sheet does not yet reflect the NASDAQ earn-out. The value of the NASDAQ earn-out increased $102 million in the first quarter and has a total net value to Newmark of approximately $850 million as of yesterday's closing price. We expect to receive this payment prior to the end of the second quarter.

Our near-term capital allocation priorities are to return capital to stockholders through share and unit repurchases and to invest in growth and margin expansion at attractive returns. We also intend to pay down our revolving credit facility. Newmark plans to continue its dividends and distributions at or near current levels through the balance of 2021.

Turning to our outlook. Newmark expects revenue growth of 37% to 42% in the second quarter based on a strong pipeline of activity. Including Knotel, the company expects stable adjusted EBITDA margins in the second quarter relative to the first quarter. In addition, Newmark expects approximately $850 million of NASDAQ shares net from the NASDAQ earn-out in the second quarter based on yesterday's closing price.

For the full year, we are raising our outlook and now expect to generate 20% to 25% revenue growth and 40% to 50% adjusted EBITDA growth. These results will be increased by the additional $850 million of NASDAQ shares net from the NASDAQ earn-out. These expectations include the acquisition of Knotel, which we anticipate will be $0.03 to $0.05 dilutive to 2021 post-tax adjusted EPS and breakeven in 2022. Newmark's fully diluted weighted average share count for adjusted earnings was up 2.9% in the first quarter.

In the quarter, Newmark had purchased 900,000 shares of Class A common stock for $9.3 million at an average price of $10.57 per share. Excluding material acquisitions, the company expects to use share buybacks to keep its fully diluted share count flat for 2021.

Operator, we would now like to open the call for questions.

[Operator]

[Operator Instructions] Our first question is from Alexander Goldfarb from Piper Sandler.

[Alexander Goldfarb, analyst]

So 2 questions here, and apologies the first question is a 2-parter. So one, Mike, just if you can let us know the taxable -- if there's any taxable impact of the NASDAQ share settlement? And two, as part of that, the $850 million that's coming in, you mentioned keeping the share count flat, can you just rank prioritize because you guys have been heavy in investing and acquiring producers. I'm just curious now that you have this windfall, is the focus first on keeping the share count flat so that way it improves the earnings growth and then second, investing? Or is that not a set firm priority as far as orderly use of capital?

[Michael Rispoli, executive]

Great. Thanks for the questions, Alex. In terms of the tax rate, as we stated last quarter, because of our favorable partnership structure, we believe we can shield most, if not all, of the taxable income from the NASDAQ earn-out. So we expect our tax rate to be below our adjusted EBITDA, adjusted earnings, tax rate, and I would say significantly below that.

In terms of capital allocation, we did say we expect our share count to be flat and we'll use stock buybacks to do that. And because our share count was up 2.9% in the first quarter, you know the floor there is at least $100 million of buybacks or more as we move through the year. As the money comes in, we're obviously going to evaluate our opportunities to continue to invest in the business versus share buybacks, and then we'll make decisions on how to allocate capital then.

[Alexander Goldfarb, analyst]

Okay. Okay. Hopefully, it goes to the buybacks as far as improving the growth profile. So that's hopefully we see that. The second question is, a lot of discussion on 1031. On one hand, a lot of the big institutions that I believe are sort of trafficking in your brokerage space are tax deferred or not really tax affected, whereas my guess is that a lot of the 1031 [ needers ] are sort of the mom and pop sort of the smaller kind. So maybe just thoughts on your view of what would happen? Would we see sort of a suspension of sales at the low end but unaffected at the bigger size? Or do you think that this could have broader implications? Just curious your take…

[Barry Gosin, executive]

Well, I don't think we can count on anything being passed. It's -- there's still a lot of things up in the air. The 1031 when analyzed properly in Washington, we realized with changing the 1031 rule, the amount of income capture by the federal government will be a lot less because people won't be doing transactions, smaller transactions. That's an assumption that's being evaluated by Washington. Having said that, our business is mostly institutional, private equity and institutional, it doesn't really have an impact on those -- of those buyers. And it's not a large part of our business.

[Operator]

The next question comes from Jade Rahmani from KBW.

[Sarah Obaidi, analyst]

This is Sarah Obaidi on for Jade. Congrats on the strong quarter. My first question is what were the main drivers of outperformance? Any color by business line, geography and property type would be helpful.

[Lou Alvarado, executive]

Yes, sure. This is Lou Alvarado. Look, we had, obviously, the strong sectors that have outperformed are multifamily and capital markets. Life science, industrial and retail had a pickup in this last quarter. As people are [ feeling ] the end and the ability to return to the office, decisions are being made and as a result, it's driving more activity. Those markets that reflect those uses, life science, industrial, multifamily did better. But across all markets, we saw improvement. But the heavier results were driven in markets that had those sectors as key sectors that are active there.

[Barry Gosin, executive]

And to add to that is in '19 -- '18, '19 and '20, the first quarter '20, we hired a great deal of talent, and that talent came on board at the onset of the pandemic. So in addition to the normalization of the market itself, we are beginning to ramp up the gestation period for those -- for that talent is -- will organically impact the growth of the company, and we're seeing that come into play.

[Sarah Obaidi, analyst]

And any color on geographies?

[Lou Alvarado, executive]

Yes. I think as I stated, I think across all the geographies, we saw improvement in the quarter. Markets that have life science like Boston was one of the key driver in that. And in Southern -- Northern California, those areas did better as a result of those business lines that were the favorite [ pick ] of investors right now.

[Sarah Obaidi, analyst]

And my second question is, what are the main drivers of strong revenue growth in the second quarter and for your increased expectations for the full year?

[Michael Rispoli, executive]

Sure. I'll take that one. Yes, we're seeing growth -- continued growth in leasing. We're seeing the pipelines build in capital markets and a lot of the sectors that we discussed. We continue to win management services business and our servicing book, which is now over $70 billion, continues to grow as we continue to originate debt. So in short, we're seeing growth across the board in many of our businesses and in many of the geographies.

[Operator]

The next question comes from Henry Coffey from Wedbush.

[Henry Coffey, analyst]

First, on the buyback issue. I think if we had listened to some of the discussions last year or in 2019, the expectation was pretty high that once you got past the tax-related issues tied to the spin, that there'd be a more aggressive, "a very aggressive" buy-back program. You've got this $800 million, which is a lot of money, coming your way. What's the hold back? What's the thought about using that money and just driving it to either pay down corporate debt or buy back stock or both in a big, very grand way?

[Michael Rispoli, executive]

Yes. Good morning, Henry. This is Mike. We're not backing off any of those statements. I think the money will be coming in, we believe, in the second quarter. We've set a floor for what the buybacks would be for the year and you can see that's a pretty material number. And as we get the money and we look at our opportunities, we'll decide whether to increase that or invest in the business or do both. We see a lot of opportunities.

[Barry Gosin, executive]

Henry, you should also note that we have spent the last 5, 6 years building out infrastructure and into markets that have matured with the fixed cost and infrastructure that support those markets with an enormous amount of runway and white space in those markets that will allow for incredible incremental margin benefits by acquiring talent to those mature markets.

[Henry Coffey, analyst]

So the idea is either using the capital to acquire, hire, build out productive teams or a buy back? And that's sort of the decision you have to weigh each time you think about those issues.

[Barry Gosin, executive]

There are 3 pieces to it. One, pay down our debt. Two, buy back our stock. Three, go for the businesses that are performing the best and pile on and benefit from the gearing and scaling that occurs where you acquire talent in a mature infrastructure market.

[Henry Coffey, analyst]

Good. And then looking at Knotel heavily, and I think I would ask this question about Knotel as well as the office space in general. Have you seen any green shoots, signs of early activity that reinforce your optimism here?

[Barry Gosin, executive]

Yes. We've had very good reception from the community. We were a believer in flexible enterprise workspace from the very beginning. Post pandemic, we believe that activity will accelerate based on the combination of hybrid work, a need for optionality, flexibility and agility by large users and a requirement by owners to amenitize their space for the purposes of attracting employees back to their hubs, and flex work will be a part of the conversation as well as any narrative around hybrid work. It will be part of the hybrid work that allows for agility, both on the corporate level and amenities on the owner level.

[Henry Coffey, analyst]

What has been the reception to the idea of you offering this as a managed product as opposed to the WeWork's model of buying and subleasing and actually having capital at risk in the assets?

[Barry Gosin, executive]

So firstly, the business is more durable and sustainable as a managed flag business. If you follow the release, the people we hired are all hospitality-related. One ran Morgans Hotel. The other was a senior executive of Marriott. So the combination of flex work, co-working and the hotel hospitality aspect of it brings a new flavor to that business. We think it's the right one. And going forward, we think that not only it will appeal to the owners as a managed solution, the structure of it will be very favorable for owners and very favorable for us with minimal risk on our part. So it is our plan to be a management business, not to be a lease, re-lease, heavy crack capital. This will be a capital-light business.

[Henry Coffey, analyst]

Just sort of changing gears. One of our associate competitors, Zelman & Associates, no, they're really good and calling them a competitor is only an upgrade to us. But they've been talking about converting -- the conversion of a lot of this sort of dead mall space, dead retail space into single family, build for rent, multifamily, etc. Is that something that you see as an ongoing activity in the real estate markets and how does that opportunity impact Newmark?

[Barry Gosin, executive]

Well, so on a flex work part of it, we're a hub and spoke strategy. You'll have the urban core and the 3 rings around it. We think that some element of -- in the hybrid environment, the combination of having the ability for whether it's 1 or 2 days a week working from home and driving 15 minutes to spend some time in a more local office in a Knotel will be a solution and it could certainly be attractive for the malls. The question of making the malls more experiential and more diversified is going to continue to be part of the conversation, not even to mention the last mile solution for some of the e-commerce.

Lou, do you have something to add?

[Lou Alvarado, executive]

Yes, I think, Henry, what we're seeing is in a lot of cases, not just malls, but other types of assets being repurposed. Life science has become a big player in that. Medical, medical academics has become a big player in that as well as the multi-family. So those -- I think you'll see some of those that are somewhat obsolete being repurposed and we play a significant role in that with our investment sales teams.

[Henry Coffey, analyst]

So it's really beyond just these are great places for houses. There's the potential to repurpose this seemingly dead real estate. And I think we all have one in our neighborhood we could point to. It is an opportunity on the brokerage side.

[Lou Alvarado, executive]

Absolutely. Absolutely.

[Operator]

The next question comes from Michael Funk from Bank of America.

[Michael Funk, analyst]

Yes. So a couple, if I could. Just thinking about return to office, I think you've mentioned that you're fully returning in June. We're hearing similar comments from a number of large companies. And I hosted a call with Lou a month or so ago, and he was noting that a lot of your clients are trying to think about how to allocate their real estate and maybe pushing off some decisions until after return to office, in terms of larger leasing decisions. So now that we're approaching that point with return to office, maybe an update there on the conversations that you're having with clients about their office leasing plans.

[Lou Alvarado, executive]

Yes. So we are definitely seeing an uptick in tours, an uptick in activity, and more and more as we speak with folks, plans are actually being put in place similar to the plans that we have in place to return to the office. We believe that by the end of the summer, certainly in September, that there'll be a significant increase in the number of people that are back in offices and companies that are back operationally in that. As a result of that, we've also seen an uptick in retail.

Retail, which was pretty much kind of stagnant to nonactive, has all of a sudden become very active as a result that people are realizing that the return is on the way, the vaccine is rolled out, and people are more comfortable returning back to the office. And the employers believe the office environment is going to be here and is necessary. So from the last time you and I spoke, the uptick has been even greater than I anticipated at that time.

[Michael Funk, analyst]

No, it's great to hear. And then, last question that I had was on the growth capital investment. I heard your earlier comments, maybe there's some additional detail on property types that could be maybe attractive. Maybe data centers, for example, has obviously been a very hot property type. Were you thinking about expanding in property types? And then, even regionally, thinking about expanding some of those teams outside of New York, maybe into some of the faster growing regions, that would be helpful.

[Michael Rispoli, executive]

Yes, Michael. So we continue to have a lot of white space in our platform to add talent in a lot of geographies, in a lot of different product types. Barry mentioned that we added a significant amount of talent leading up to the pandemic, and we spent the last 4 or 5 years building out the platform. But we're not by any means done. I think we have a long way to go.

So Barry, I don't know, you may want to expand on that.

[Barry Gosin, executive]

So we've been maturing for 6 years. I mean we've gone from 2% market share in capital markets to 60% in the U.S. We've gone from virtually no capital markets to #2 in the U.S. last year, #2 in multi-family, #1 in alternatives. I mean literally, senior housing, self-storage, student housing, manufactured housing. Life science, #1.

So in the alternative space, we dominate the market. And that's all part of the plan to be very friendly and partner with institutions that have $250 billion of dry powder to spend. And so we're the only firm, one of the only firms, one of a few, that has the ability to provide local expertise and global reach.

And when I say that, you could come in as an institutional firm, more like an investment bank and provide a solution. I'll sell your portfolio of assets, but you can only rely on a portfolio premium. Meaning that, you'll go to the world buyers, but it forsakes the domestic buyers and the local buyers. And in most asset classes, there are cycles in who the appropriate buyer is for an asset class or a type of property at different times.

So when somebody wants to put a portfolio on the market, we have the ability to have -- we have an international desk, we reach all of the sovereign wealth funds, all the private equity investors, and we understand the local market and the local investors, and the domestic buyers. So we can offer the traction of global premium pricing, or local break-it-up, get-the-best-price.

And what we've been doing now is building out that geographic capability and elevating our institutional relationships to the point where we're viewed as the place to go if you have a portfolio to sell and you want a complicated structured finance or a complicated structured sale.

[Operator]

[Operator Instructions] Next question comes from Patrick O'Shaughnessy from Raymond James.

[Patrick O'Shaughnessy, analyst]

So the topic du jour seems to be inflation these days. Can you remind me how inflation would typically impact the industry?

[Barry Gosin, executive]

Historically, I've been doing this for quite a few years. Inflation is generally real estate friendly. If you have fixed financing and you have increased value and rent, you're going to do well. You could have inflation without interest rates going up. I mean the amount of -- the balance sheet of the U.S. will make it hard to continually raise beyond a certain set amount interest rates. I think you'll have low interest rates for a long while. If you have inflation, it would actually be very good for real estate. Low interest rates and inflation is spectacular.

[Patrick O'Shaughnessy, analyst]

Got it, very helpful. What's the environment like right now in terms of talking to teams of brokers that are looking to potentially join Newmark?

[Barry Gosin, executive]

Well, as our brand continues to elevate, as we continue to have bigger market share, as our presence is felt at the institutional level, in every respect, we continue to be way more attractive to recruits. And so we'll continue to hire. We're very selective. We're looking for people who are high rev per capita. We're looking for people that are game-changers and large producers. So we are selective on that in that regard.

And it only seems to be getting better -- and as we continue to improve every area, and we started with basically 1 appraiser, we have 500. So once you achieve critical mass and you're a safe choice, and -- it just gets better and better.

[Patrick O'Shaughnessy, analyst]

Got it. And then maybe to dig on that, how much of your recruiting efforts is you identifying teams that you think would be a good fit for Newmark and you're proactively reaching out to them, versus folks reaching out to you guys unsolicited?

[Barry Gosin, executive]

I mean it's not hard to find who the right players are, who the real people in every market are. I think it goes both ways. We target people -- we're not looking to hire people who are miserable where they are. I mean generally, people that produce and are doing well, are probably happy. Some people don't fully understand our company, and it's our job to reach out to them to explain who we are, but it's both.

[Operator]

There are no more questions in the queue. This concludes our question-and-answer session. I'd like to turn the conference back over to Barry Gosin for any closing remarks.

[Barry Gosin, executive]

We're extremely excited about 2021. And not the least of which is next quarter $966 million of income from the NASDAQ trade and $850 million in net cash. This gives us an opportunity to focus on our core objectives, buying back shares, paying down our debt and focusing on those mature markets that we grow. So we're in a good position and we are extremely optimistic about the rest of the year. I look forward to speaking to you in the next quarter, and enjoy the day.

[Operator]

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.