Newmark Group Inc (NMRK) 2021 Q2 法說會逐字稿

Welcome to Newmark's Second Quarter 2021 Financial Results Conference Call. (Operator Instructions) Please be advised that today's conference is being recorded.

I would now like to turn the conference over to Jason McGruder, Interim Head of Investor Relations. Thank you, and please go ahead.

Thank you. Good morning. Newmark issued its second quarter 2021 financial results press release and the presentation summarizing these results this morning. The results provided on today's call compare only the second 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 loans, originations, and sales.

We will be referring to our results on this call only on a non-GAAP basis. These non-GAAP terms include adjusted earnings and adjusted EBITDA as well as those terms, excluding the impact of NASDAQ and the 2021 Equity Event. Please see today's press release for more information on the impact of NASDAQ and the 2021 Equity Event as well as the results under generally accepted accounting principles or GAAP. Please also see the section in today's press release for the complete and updated definitions of any non-GAAP terms, reconciliation of these items to the corresponding GAAP results, and how, when, and why the management uses them. Additional information with respect to our GAAP and non-GAAP results mentioned on today's call are available on our website and in supplemental cell tables, and quarterly financial results 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 macroeconomic, 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 effect of COVID-19 panic -- pandemic on the company's business results, financial position, liquidity, and outlook, which may constitute forward-looking statements and are subject to the risks that 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 discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in 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-Q, 10-K, or Form 8-K filings.

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

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

Following the record first quarter, Newmark's revenues increased by 64% to $630 million, our best-ever top line for second quarter. As the economy continues to recover and vaccination rates rise, our clients are making plans to return to the workplace. Companies have increased utilization of existing lease base and are making new long-term commitments across all sectors. We benefited from a rapidly recovering economy and Newmark's continued market share gains. Revenues reflected greatly increased demand across all major property types. Our growth was led by nearly 250% increase in revenues from capital markets, driven by the incredible talent and platform we have assembled.

Newmark's volume across investment sales, mortgage brokerage, and multifamily originations together increased by 225%, outperforming the industry. By comparison, overall U.S. investment sales and debt volumes increased by approximately 47%. Newmark had record debt volume of over $11 billion, which was an increase of nearly 200%, led by multifamily. We leveraged our diverse relationships with non-agency lenders to help clients navigate lower GSE loan activity. While GSE volumes were down in the first half of the year, 57% of their 2021 caps remain. As a result, we expect increased GSE lending activity in the second half of the year.

Our leasing and other commissions were up by 54%, which included growth from both tenants and landlords, and improved activity level across office, industrial, and retail. We also saw improved activity across alternative and specialty property types like land, mixed-use, and life science. Newmark's total revenues from management services, servicing fees, and other sources increased by 55%. We continue to benefit from our focus on growing these recurring revenue businesses.

In addition to our robust operating results, Newmark received approximately $928 million in NASDAQ stock. We expect this accelerated windfall to allow us to buy back shares, reduce our debt, invest in growth, and maintain our strong liquidity. As Mike will explain in more detail, we have already used a portion of the proceeds to significantly reduce our fully diluted share count. We have enormous white space to grow our business. We aim to expand our presence in business lines and geographies where we have already invested in our infrastructure, and there is an opportunity to accelerate our growth and increase our market share. With our strong foundation, we expect to outperform the market over time as industry volumes continue their recovery.

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

Thank you, Barry, and good morning. At the end of June, we received 6,222,340 shares of NASDAQ, worth $1.094 billion. We used 944,329 shares valued at $166 million to repay the remaining liability on our NASDAQ Forward transaction. As a reminder, the NASDAQ Forwards raised capital for our 2017 acquisition of Berkeley Point.

Newmark's remaining NASDAQ shares were worth $927.9 million. The receipt of the $1.094 billion is included in other income and is ordinary income for tax purposes. In order to offset a significant portion of this taxable income, we accelerated $428.6 million of tax-deductible GAAP compensation charges related to previously issued units and utilized $101 million of deferred tax assets. These actions, which we refer to as the 2021 Equity Event, also reduced our fully diluted share count by 16.1 million at the end of the quarter.

Our press release shows adjusted earnings and adjusted EBITDA, both including NASDAQ and the compensation charges related to the 2021 Equity Event and excluding that. Beginning with the third quarter of 2021, we will only report our non-GAAP earnings measures, excluding these items. To be consistent, the recast of all historical periods is included in our earnings supplement, which is available on the Investor Relations section of the website. Adjusted EBITDA was $973.9 million, and earnings per share was $2.89.

Now I'll present our quarterly earnings as if the receipt of NASDAQ did not occur. Newmark generated record second quarter revenues of $629.9 million, up 64.1%. Expenses increased $193 million. This includes variable compensation related to 91.1% growth in commission-based revenues and $54.4 million of higher pass-through expenses. The remaining increase relates to support and operational expenses resulting from accelerated business activity and our acquisition of Knotel. Our adjusted EBITDA was $120.6 million, up 161.8% compared to $46.1 million. Our EPS was up 210% to $0.31 as compared to $0.10. These were record second quarter earnings, even without NASDAQ.

Turning to our balance sheet. Newmark had $1.260 billion of liquidity as of June 30, which included $1.094 billion of NASDAQ. As previously described, on July 2, we settled the NASDAQ Forwards with RBC for $166 million. We used approximately $201 million to reduce our fully diluted share count by 16.1 million, and we used approximately $327 million, primarily for taxes related to NASDAQ in the 2021 Equity Event. As a result, based on yesterday's NASDAQ closing price, we expect to retain approximately $457 million.

In July, we also repaid the $140 million outstanding on our revolving credit facility and currently have $465 million available on our revolver. We anticipate using our strong balance sheet and cash flows from operations to invest in growing business at attractive returns, repurchase additional Newmark shares, and repay debt. With respect to our fully diluted share count, in addition to the 16.1 million share count reduction from the 2021 Equity Event. We repurchased 3.8 million shares and units during the quarter. In total, we lowered our sought fully diluted share count by $19.8 million. This will benefit our fully diluted weighted average share count in the second half of 2021.

Moving to guidance for the remainder of the year. We are increasing our outlook for 2021 to reflect improving business conditions and our continued market share gains. All of our guidance excludes NASDAQ and the related 2021 Equity Event. We anticipate third quarter revenues between 610 and $655 million, up 40% to 50%, and adjusted EBITDA of $110 million to $128 million, up 105% to 130%. We expect annual revenues between 2.400 and $2.500 billion, up 26% to 31%. We anticipate adjusted EBITDA of $415 million to $465 million, up 64% to 84%.

Going forward, we expect our tax rate to be approximately 18%. Our guidance continues to include the Knotel acquisition, which will be $0.03 to $0.05 diluted in 2021.

With that, I will turn the call back to Barry.

Thanks, Mike. Steady consolidation has driven growth among commercial real estate intermediaries for nearly 20 years. Newmark is in a unique position to grow at a faster rate than our peers as a result of the investments we have made, the brand we have built, the talent we have assembled and the market share we have captured with the injection of $1 billion onto our balance sheet and the momentum we have created, we expect to outperform the industry.

Global corporate services, property management, debt origination, mortgage brokerage, and real estate investment banking are all areas we have enormous white space to grow. We are excited by our unique position and prospects.

Operator, we'd like to open for questions.

(Operator Instructions) And our first question will come from Alexander Goldfarb of Sandler O'Neill (sic) [Piper Sandler & Co.].

And I have to say a great job on the earnings. It's not something I'd say generally, but it's great to see such a strong blowout quarter and rebound of capital markets and leasing, et cetera. So along those lines, first, Mike, on the go-forward accounting, the way that you guys are going to present the earnings numbers going forward, sort of on a like-for-like basis, how much does that impact the growth rate that we think about Newmark? So historically, I think your revenue, your top line grew like double-digit, your bottom line was growing sort of mid-single digits. Then you guys were trying to enhance that by getting better on stock issuance, et cetera. So the net effect of the changes that you're doing, does this mean that we should think about -- what does this bottom line mean for earnings growth on the new formatted basis?

Sure. And you'll see that in the supplement that's on the website, we do show all the historical earnings, both with and without NASDAQ, so you can see those growth rates. We expect to grow the bottom line of the company as fast, if not faster than the top line. As we continue to focus on becoming better operationally and taking the cost out of the business that, a, we've already taken out the $60 million, plus the additional $15 million we expect to take out before the end of the year. So we think our growth rates are going to continue to be better than the industry, and we think it's both top line and bottom line.

Okay. But to be clear, you expect that the bottom line will now grow commensurate with the top line or perhaps even better that?

That's correct.

Okay. Second question. On the buyback that you did, the sort of 20 million year-to-date, I think you did about 19 million or so in the quarter. Is that a number -- it sounds like that's not a number that we should expect to be recurring. It sounds like the ongoing buyback is maybe something closer to that 3 million or 4 million shares, not the 19 million. Is that correct because of the onetime way that you handled this NASDAQ with the tax treatment, et cetera? I just want to make sure I understood that correctly.

Yes. I think the NASDAQ transaction gave us an opportunity to really accelerate the buybacks. You could see we've reduced the share count by 16.1 million as a result of lowering our effective tax rate. And so, yes, I think that's a fair assessment. We'll look to continue to buy back our stock, but it certainly wouldn't be as high a rate as it was in the second quarter.

Okay. And then just a final question. I appreciate your time. On the tax rate, if my memory serves, I thought originally, you guys were like a 13% tax rate. And then now you're talking 18%. Maybe I'm mistaken, but if you just go over any changes to the tax rate, either as a result of NASDAQ or what have you?

Sure. In the first part of this year, and even in the last year, we were around 16% to 16.5% on our tax rate. So as a result of accelerating a lot of the unit redemptions, we've now used a lot of our future tax deductions. So we do expect that to go up about 1% to 1.5% to around 18%.

Is it going to go up again next year or 18% is the new level?

We think 18% is the new level.

The next question comes from Jade Rahmani of KBW.

Great to see Newmark continuing to gain market share in the league tables. Was wondering if you could comment on mix of transactions by property type. I know you mentioned being stronger in the (inaudible). But are there any numbers that could quantify perhaps on the leasing and the capital market side, how much is coming from office, how much is coming from multifamily, how much is coming from those other alternative sectors?

We don't publish those general data but what I can tell you is that, as you've seen, obviously, the office market has lagged a little bit. The significant amount of activity has come from both the life science side as well as the industrial side, which were both areas that we invested significantly in prior to the pandemic. Those have paid great dividends for us. And we expect those to continue to be strong at least through the foreseeable future here as office starts to recover. I can tell you that in capital markets, we've seen a significant uptick in people. As now we have a better vision for the return to the office of people preparing to take assets to the market later half this year, which we anticipate will continue to drive our growth in capital markets.

Okay. And on the multifamily side, I'm starting to hear for the first time, some debt funds that correspond with mortgage REITs as well as investors in the space that valuation seems stretched in the multifamily space. Do you anticipate any diminution in multifamily volumes or is that just select cases that I'm hearing?

Well, the multifamily business and the real estate business is a relative value business. And with interest rates where they are, and with the dry powder available and allocated to multifamily, we believe that there are strong tailwinds and expect there to continue to be very good activity certainly through the end of the year.

And on the GSE side, could you characterize what in your view resulted in their lagging lending activities in the first half of the year and your confidence level in growth in the second half?

Sure. Last year, the GSEs were really the dominant multifamily lender and most other lenders pulled back in the face of COVID and the uncertainty around the lack of ability to manage evictions and lack of understanding about what the impact of the -- on the economy would be. So there was a lot of dry powder and non-GSE lenders coming into the beginning of the year. Also, the GSEs had a reduction in caps, and so they needed to make sure that they manage that appropriately given that 57% of the cap space is left remaining. And we have a new acting Director of FHFA, who is very knowledgeable about the GSEs, and is supportive of the GSEs. We would expect the GSE business to normalize through the end of the year.

And, overall, in terms of disturbance you were seeing in capital markets, do you believe it's a short-term phenomenon and growth will moderate next year or do you believe that it's more of a long term trend?

I don't understand the question, Jade.

Well, we're seeing these staggering growth rates -- sorry. Go ahead.

Just in multi or are you talking about generally?

Generally, the amount of real estate disturbance in volumes in capital markets have surged, all of these CRE brokers have beat estimates by north of 50%, 100% on the revenue growth projections. Do you think that it's a trend that's going to wane in as we go into next year or it's sustainable?

We've come out of an uncertain time. We just had a pandemic. So the bar was set relatively low. There's an enormous amount of liquidity in the market. Interest rates will likely remain low for a long period of time. I think there's still lots of room, and the metrics look good in many of the categories of investment for continuous period going forward.

(Operator Instructions) And our next question will come from Patrick O'Shaughnessy of Raymond James.

Curious if you can give an update on your deal pipeline; like what sort of things are you looking at right now and what valuations look like?

As far as -- are you talking about capital markets, leasing, or any...

Just on potential acquisitions for Newmark Group, I apologize.

Yes. I mean, the market is still pretty fragmented. There's lots of companies out there and that are good candidates to consolidate with and buy. So we have a pretty robust pipeline of acquisitions and hires for going forward.

And would you see that the receipt of these NASDAQ shares as a catalyst for an acceleration of some of that activity?

Well, look, we not only have -- we not only are in a good liquidity position, we have really good cash flow. We have lots of dry powder to go out and acquire. And we did prior to the NASDAQ and post NASDAQ. So I mean, we have a plan to continue to grow and fill in the white space that will make us a better company, and we'll continue that. I mean, it does -- it certainly does give us more liquidity to do more of it. But we are pretty much viewing the market in growth the same way we did prior to the NASDAQ Equity Event.

Got it. Makes sense. Your servicing portfolio, I think it's at $69 million at the end of June. That's down slightly quarter-over-quarter. Can you speak to the kind of dynamics going on in that portfolio?

Sure. Obviously, we have -- the preponderance of the servicing book is the GSE business. And so with GSE production being down and having roll-off in the book, you're going to see a different kind of growth rate than we expect to see going forward. We also have a fairly decent amount of CMBS and -- like company servicing, and we had some runoff in the CMBS through the closed period and into the first quarter of this year, which is reflected in the June numbers. But we think this is temporary, and we expect the growth to go back to a positive rate consistent with the past.

Got it. How much of the NASDAQ shares have you guys liquidated up to this point versus how much remains on the balance sheet?

Sure. I think the way to think about that is we liquidate enough to pay off the 2021 Equity Event for now, so that's fully funded. And then we'll look at what we need going forward and decide what we want to do with the remaining shares. We -- NASDAQ has been a great asset for the company. We're not in a rush to sell off the remaining shares. It's, I think, up $10-plus since the end of the quarter, and we think it will continue to be a great asset for us. So that's where we currently stand.

Okay. Got it. And then, Michael, question about taxes. There's language in the press release today. Let me just read it for you. It's "Newmark believes that the 2021 Equity Event will result in the total amount of cash paid with respect to both withholding taxes and corporate taxes to be less than the total amount of such taxes that would have been paid had the 2021 Equity Event not occurred." Sorry, I feel like McGruder reading a long script here. But just kind of curious, it seems like there's negative tax rate arbitrage, where you're paying withholding taxes at something approximating 50% to avoid corporate taxes at 18% or maybe mid-20s. So how does the net cash outflow for Newmark actually lower under that arrangement?

Sure. I think this is when you can really see the benefit of our corporate structure. If we didn't have that structure, we would have paid, call it, $360 million of corporate taxes on $1.1 billion of income. What we were able to do is accelerate the unit redemptions, which generate compensation in related payroll taxes that otherwise would have been paid over time. So basically, the way to think about it is we paid or we accelerated the payment of the withholding and payroll taxes now, and we won't have to pay that significant amount of corporate tax. So most of the taxes that are in that line item are really related to just payroll taxes, and they would have been paid over a number of years, and we just pulled them into the current period. Net-net, it's a significantly less amount of taxes than otherwise because we would have otherwise paid the corporate taxes now and the payroll taxes over time. It also allowed us to significantly reduce the share count, as we've discussed. Think the only small negative to the way we've handled this is the tax rate going forward goes up about 1% to 1.5%, like we said, to about 18%.

The next question comes from Henry Coffey of Wedbush.

First about more of a technical question. With the NASDAQ proceeds, you accelerated realizations on the stock and then "reduced your diluted shares." Was that -- can you talk through that? Was that -- you bought shares, you bought back shares in the open marketplace, can you kind of walk through that transaction or that series of transactions with us?

Sure. Henry, it's Mike. So there's really two things in the quarter. We bought -- we did buy back shares on the open market, about 3.8 million. And then specific to the NASDAQ...

$3.8 million or shares?

3.8 million shares on the open market.

Right. That's what I thought.

And then another 16.1 million shares or units related to the equity event. What that really entailed was redeeming units for both shares and cash. And as a result of doing that, we were able to significantly reduce the share count.

40 million or so. You then redeemed units for stock and cash as of, say, August 15 or whatever date you want to choose, what is the specific amount of shares outstanding and what is the diluted share count that we should be using for the rest of the third quarter and the rest of the year?

Sure. If you look in the press release, we give you the spot share count at the end of the quarter, and that number is 251.9 million fully diluted shares. That number, that will be plus whatever we buy back -- sorry, less whatever we buy back plus whatever shares normally come into the share count for compensation. But that's the number that goes forward into Q3 and Q4. And you get about half of the buyback, so half of the 19.8 million that we bought back in the quarter will impact the fully diluted weighted average share count for the year. But in Q3 and Q4, it will be the 251.9 million, plus or minus those other things I discussed.

Why doesn't that reduction come out?

Well, it's just weighted average. It comes out on June 30, so you get about 10 million to benefit the full year in 2021 and the rest will benefit 2022.

So in 2022, that -- we could take the 251 million and basically reduce it by 20 million?

Well, the 251 million is the current spot. So that...

Okay. So that's shares outstanding today or fully diluted shares today?

Fully diluted shares outstanding today.

Okay. And then we should reduce that by anything or is that -- if you don't buy back any more stock, we're at 251.9 diluted shares for the rest of the year, August forward, correct?

Correct. Plus whatever normal activity for compensation.

Right, exactly. Good. On the NASDAQ remaining shares, have all the taxes been paid or accrued paid is probably not as relevant as accrued?

Yes, everything is accrued at the end of June. So the payments, for the most part, happened in early July. And corporate taxes -- whatever small amount of corporate taxes would be probably towards the end of the year.

So you have $900 million of essentially cash, if you so choose to convert those securities to cash?

Yes. I think there's a table in the press release, summary, which you can walk -- which kind of walks through the $928 million we received and what we've used the capital for. And related to the $928 million after all the taxes and the share buybacks, we net about $457 million.

Okay. And I know you had mentioned that. So we're now at $450 million-ish, and you haven't really indicated where that's going to go in terms of paying down secured debt -- I mean, term debt, paying down senior notes, paying down -- buying back stock, investing in new teams. Can you sort of give us some sort of sense of how that remaining cash would be put to work?

Well, remember, so you take the money, the $457 million net that we received from NASDAQ, we still had $165 million of cash on the balance sheet. We used some of that to pay down the remainder on our revolver. So we paid down $140 million in July. So what you're left with is about $0.5 billion, $480 million or so. We generate a significant amount of cash flow through the back half of the year. I think you could see that in our EBITDA guidance. And we haven't specifically said how much we're going to use for acquisitions and how much we're going to use for buybacks and how much for debt, but we will use that capital for all of the above.

What is the current status of your buyback authorization? How big is it, how much is left to go?

Sure. The Board authorized $400 million. So that's what's left on our share buyback program.

Right. Obviously, a big revenue quarter as well, mainly in the capital markets area. Is that more property sales or debt placements or both?

It's both. Certainly, property sales were up compared to the quarter of last year. And a lot of driving the office-alternative uses, conversions of buildings to life science or the likes or properties that have opportunities for that as well as the industrial side. And then same thing, debt volumes were up significantly.

Yes, that's what I was going to ask next. It seems like if I ask someone about the real estate market, they go multifamily, industrial; multifamily industrial; then I kind of say, what else is going on, and they'll say, multifamily and industrial. So it really was a continuation of that trend?

I think that's true. But I think that we've seen a resurgence in the other three groups as well. So no diminishment in the level of interest in multifamily and industrial group. We've seen a lot of activity in retail, office, life sciences, as we said, seniors and healthcare, et cetera.

And I think what you've seen -- what you saw in the quarter for us, Henry, was we had a record volume for any quarter in the history of the company in terms of debt placement at $11 billion. So as we continue to grow our capital markets business, it's both the investment sales side and the capital placement on the debt business. They're both growing really rapidly for us.

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

A few, if I could. So just on the return of capital, I think last quarter, you said at least $100 million in share repurchases. I understand the equity event is separate from that. So is that still the target for 2021, I think earlier, someone asked about 3 million shares a quarter, which would seem to tie relatively well with that. So is that $100 million-plus, is that still the target for the year?

I don't know that we have a target, Michael. I think that when we said $100 million, that was really a minimum amount through the balance of the year when we said that back in May. We've certainly exceeded that by repurchasing close to $250 million in the second quarter. The equity event and the NASDAQ receipt gave us an opportunity to do that and take some shares out pretty rapidly, which was really good for everybody at the company, including the shareholders. We don't have a target for the back half of the year, but we certainly continue to believe that these prices, the stock is undervalued, and we'll continue to buy it back.

Understood. And then should we anticipate future equity events similar to this quarter? Is that seen as the best use of the cash or will there be more allocation towards buying back common stock? What is your thought there?

Well, certainly, the Equity Event we did in the quarter was specific to the receipt of the NASDAQ shares. It's sort of a one-time opportunity. Could that happen again in the future, we hope we could generate another $1 billion in some transaction, that would be great. But other than that, it would just be typical share buybacks on the open market.

Understood. And then I think at least one of your peers commented that the leasing funnel is building very well. And it's looking strong, relative to the last 12 months. Are you seeing a similar trend with your own leasing funnel?

Yes. I mean, look, across all our markets, activity is way up. As companies are getting closer to making the decisions or the return, they're making their plans. And so decisions are being made, longer-term commitments are being made. And activity, in general, just is across -- particularly in office, which was down the most. I mean, we're not 100% back to what were the pre-pandemic rates. But certainly, the activity is there, and we anticipate that to continue to go stronger as we get further down in this year.

Understood. And I guess that comment implies that the leases that are being contemplated would be more back to a normal term versus some of the shorter-term renewals we've been seeing recently. Is that correct?

Yes. I mean, look, you're seeing a combination of both, right? You have some companies that are understanding they have to be back. They still don't -- I'm comfortable as to what that future office space needs to be. So they're making some short-term commitments. And then you have others who have already determined what their plan is and are making the longer-term commitment because they're also taking advantage of a good net effective market right now where they can make those long-term plans.

Understood. And one last one, just an accounting question. I think I understand it but I want to make sure. So with the partnership unit reduction in the quarter, should we think a lot of the portion is reduction in future period partnership distribution. Is that how it's working or is there something else in the math there, how do you think about as I model for that?

No, I think that's fair. If you look at the ownership for the partnership, it went down from about 33% to about 20% or 21%. So, therefore, the allocation to the partnership would go down over time.

Since there are no more questions, this concludes our question-and-answer session. I would like to turn the conference back over to Mr. Gosin for any closing remarks.

Thank you, all, for joining in this call, and I look forward to speaking to everybody in the next quarter.

The conference has now concluded. Thank you for attending today's presentation, and you may now disconnect.