Operator: Good day, and welcome to the Newmark Second Quarter 2023 Earnings Call. Today’s conference is being recorded. At this time, I’d like to turn the conference over to Mr. Jason McGruder, Head of Investor Relations. Please go ahead, sir.

Jason McGruder : Thank you, operator, and good morning. Newmark issued its second quarter 2023 financial results press release and presentation this morning. Unless otherwise stated, the results provided on today’s call compare only the three months ended June 30, 2023 with the year earlier period. Except as otherwise specified, we will be referring to our results only on a non-GAAP basis, which include terms such as adjusted earnings and adjusted EBITDA. Please refer to the section of today’s press release for complete and/or updated definition of any non-GAAP terms, reconciliation of these items to corresponding GAAP results and how, when and why management uses them. You can find more information with respect to our GAAP and non-GAAP results on our website in today’s press release, the supplemental Excel tables and the presentation.

Unless otherwise stated, any figures discussed today with respect to cash flow from operations reflected the net cash provided by operating activities, excluding loan origination and sales as well as the impact of the 2021 equity event. Cash from the business is the same cash flow metric, excluding employee loans for producers and new hires. The outlook discussed today assumes no additional share repurchases, material acquisitions or meaningful changes in the company’s stock price. Our expectations are subject to change based on various macroeconomic, social and political and other factors. None of our long-term targets or goals beyond 2023 should be considered formal guidance. Also, I’ll remind you that information on this call about our business that are not historical facts are forward-looking statements within the 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. Except as required by law, Newmark undertakes no obligation to update any forward-looking statements. For a complete discussion of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see Newmark’s Securities and Exchange Commission filings, including, but not limited to the risk factors in our most recent Form 10-K, Form 10-Q, Form 8-K filing, which are incorporated by reference. Now I’m happy to turn the call over to our host, Barry Gosin, Chief Executive Officer of Newmark.

Barry Gosin : Good morning, and thank you for joining us. Despite the industry-wide headwinds, I have never been more excited about our future. We are on the cusp of a new market. The complex dynamics of a dramatically higher interest rates and shifting capital sources across both debt and equity requires a higher level of ingenuity and talent to provide different and creative solutions in this new world. Given the investments we have made, we are uniquely positioned to capitalize on this changing landscape. Market dynamics have changed. The criteria for incumbent lenders is shifting, which is creating a challenging environment for borrowers. The demand and requirement for equity is increasing and the providers of equity are changing.

Our sophisticated market professionals are required to solve the complex problems facing the real estate ownership market. We are the platform of choice for the best and brightest professionals who can develop and execute solutions on behalf of our clients. This is why we are winning an even larger percentage of the most important assignments in the real estate services business. For example, the FDIC recently announced a sale process for approximately $18.5 billion of loans by Newmark, representing a portion of the approximately $60 billion signature loan portfolio we’re handling. We served as a lead adviser to Blackstone’s BREIT on the recently announced agreement to sell their $2.2 billion self-storage portfolio to Public Storage. Newmark originated a $947 million Freddie Mac loan on Park La Brea, the largest single-asset multifamily financing in the U.S. since 2019.

We arranged the recapitalization of a life science building in Boston, one of the largest single building transactions in the U.S. this year. Newmark currently has well over $100 billion of equity and debt mandates. Please remember, Newmark is a real estate services provider. We do not own or invest in real estate. As interest rates stabilize, capital markets activity will begin to rebound towards the end of the year, and we expect there will be a robust back half of 2024. The resurgence of our higher-margin capital markets business, combined with our strong leasing, recurring revenue businesses and the investments we have made in expanding our platform will drive significant revenue and earnings growth. Additionally, our world-class debt platform will drive outsized growth over the intermediate term given the record $1.9 trillion of debt maturities through 2025.

With the sharp increase in interest rates and cap rates and the pullback in lending by banks and other traditional lenders, we believe a large and growing percentage of investors and owners will need to find alternative solutions. Goldman Sachs recently estimated that real estate-focused private credit funds will triple their share of U.S. commercial real estate originations to 30% between 2022 and 2027. We expect a significant portion of debt maturities to be resolved not only through refinancings, which will help our mortgage brokerage and origination businesses, but through more complex and sophisticated restructurings and recapitalization. This process has already begun with Newmark arranging several equity joint ventures and recaps for our clients thus far in 2023, with many other mandates in the pipeline, and we expect a growing number of owners and investors to turn to our best-in-class professionals for innovative financing solutions.

We anticipate assisting private credit funds and other institutional investors to acquire a significant portion of the loans sold by banks and other lenders. U.S. real estate loan sales volumes were up by over 400% for the first four months of 2023 compared to the 2015 to 2019 average. And we anticipate a significant percentage of the over $3 trillion of outstanding non-GSE commercial mortgages will be — that will become distressed. We therefore expect banks and other lenders to sell an ever-increasing portion of the loans over the next few years. As a clear leader in loan sales, Newmark will generate dramatic growth from this countercyclical business, which partially offsets and replaces near-term declines in the sale of building. Growth in distressed loans and assets will lead to other opportunities for Newmark across its service line.

In addition, we expect to continue to outperform the market in leasing due to the investments we have made in industrial and retail brokerage, which augment our already strong office leasing business. We’re starting to see increased tenant demand in the office markets, led by ongoing return to office plans. With that, I’m happy to turn the call over to our CFO, Mike Rispoli.

Mike Rispoli : Thank you, Barry, and good morning. Newmark’s second quarter results were in line with our previously stated expectations. Total revenues were $585.8 million, down 22.4% year-on-year and up 12.5% sequentially. The year-over-year change was mainly due to a 63% reduction in overall U.S. investment sales and a 52% decline in industry-wide originations. Our leasing revenues were down only 4.3% year-on-year but grew 5.3% sequentially. We continue to benefit from our investments in industrial and retail, which represent nearly 50% of our year-to-date leasing volumes. Our servicing and other related fees grew 19.4%, and we also generated organic growth of 9.7% in GCS fees. Our fees from management services, servicing and other increased by 7.4% year-over-year and 16.2% sequentially.

Total expenses of $507.9 million were down at 11.5%. A decrease in compensation expenses reflect lower variable compensation that correlates with commission-based revenues, partially offset by expenses related to acquire companies and the addition of revenue-generating professionals. The increase in non-compensation expenses was due to acquisitions and higher warehouse interest expense. The latter of which is offset by higher interest income recorded as revenue and tied to the growth of Newmark’s GSE, FHA business. We remain ahead of schedule with respect to our $50 million annualized fixed cost savings target and expect to realize at least $35 million during 2023, of which $25 million will be realized in the second half of the year. Moving to earnings.

Adjusted EBITDA was $72.9 million versus $159.5 million. Our EPS was $0.18 compared with $0.46. Our fully diluted weighted average share count declined by 1.2% to $245 million. Turning to the balance sheet. We ended the quarter with $164.4 million of cash and cash equivalents and $774.1 million of total corporate debt. In July, we used cash from the redemption of a joint venture to repay $100 million of our revolving credit facility. Taking this repayment into account, our net leverage ratio was 1.4 times. Moving to outlook. We continue to expect full year 2023 revenues and adjusted EBITDA of approximately $2.5 billion and $425 million and to generate $300 million to $350 million of cash from the business. We have included a slide in our investor deck, which lays out in more detail our expectations for this year and why we believe revenues and earnings will exceed peak 2021 levels once markets normalize.

Excluding additional hires and acquisitions, over time, we expect our revenues to grow to nearly $3 billion and adjusted EBITDA to be approximately $620 million, both of which would exceed our best ever 2021 results. While our 2023 outlook for adjusted EBITDA is 29% lower compared with 2021, Newmark’s stock has declined over 60% since then or by more than double. We believe our incredibly strong growth prospects and low valuation make Newmark a compelling investment opportunity. And with that, I would like to open the call for questions. Operator?

Operator: Thank you. [Operator Instructions] And we’ll now take a question from Jade Rahmani with KBW.

Jason Sabshon : Hi. This is actually Jason Sabshon on for Jade. So there seems to be a steady stream of producers that are leaving their current firms to join Newmark. What do you think is driving that?

Barry Gosin : Well, we’re in a good place for high-earning brokers to work. We’re a talent-based business. We provide the infrastructure resources, the research. It’s just a good place to work. Plus we’ve — plus the best brokers want to be where the other best brokers are. And as we continue to get momentum hiring the best and the brightest, other best and brightest brokers want to be here.

Jason Sabshon : Got it. Thank you. And for my next question, are there any areas of the business where you have a sizable offering gaps that you could specifically point to?

Barry Gosin : Well, we do have white space that we’re expanding into. We’re expanding internationally. We bought three companies in the UK and we’re adding people as well. We have the rest of Europe, which we have a plan to expand there. And we have other — there are specific markets where we have some white space in various verticals that we’re already in, and we — it’s an opportunity for us to grow. So there are many opportunities for us to grow. We can grow significantly in the United States and even more significantly around the globe.

Jason Sabshon : Got it. Thank you. And as a follow-up to that, I guess, what M&A, if any, what M&A opportunities are you targeting? And what size deals do you think you consider?

Barry Gosin : Well, we generally like bolt-ons and tuck-ins. We’re not looking at any significantly large transactions because of the nature of friction when you merge two people with a significant amount of overlap. So it’s worked really well to target really with a laser focus on the things that we might be weak at and where we need additional help and support. And so we’ve been able to do that. And we’re going into markets and we’re adding where we need talent.

Mike Rispoli : We also have a lot of opportunities to grow in businesses that don’t require capital. So examples of that would be property management where it’s the same clients that we do capital markets business with. We have an opportunity to expand our tenant rep business, our GCS business. These are things that as we work better together and as we put our infrastructure better together over time, you’ll just see our management businesses continue to grow because it’s really just more of what we do well and doing more for our clients to help them manage their assets better.

Jason Sabshon : Great. Thank you for taking my questions.

Mike Rispoli : Thank you.

Operator: We’ll now take our next question from Alexander Goldfarb with Piper Sandler.

Alexander Goldfarb : Hey, good morning. So two questions here. The first is, Barry, it definitely feels like the mood in real estate is better than earlier this year. It seems like people are realizing that we’re not going to have this wave of keys being thrown back to everyone, and it does seem like the markets are finding a footing yet still seems like there’s a lot to go through, especially, one, office leasing still remains slow; two, on the lending side, people are having to readjust to the Newmark’s. But that said, there seems to be a lot of equity capital, especially coming out of Japan. So when you put it all together, do you see that more of these loans and especially the stuff that you guys want to get involved in restructuring, do you think that will truly come to fruition?

Or is your view that this pent-up equity capital and the fact that people just realize that they need to blend and extend on their own, that some of that distressed opportunity that you’re hoping to tap into doesn’t materialize because sort of the market takes care of it in normal course?

Barry Gosin : Yeah. There’s still going to be enormous amount of equity requirements. The banks are going to try to do a different level of coverage. If interest rates go up 300 basis points, in theory, there’s a 20%-25% reduction in value. And if you want to retain a 65% loan to value, you’re going to provide less debt financing. So as these loans come due, people are going to need more equity. If they want to blend and extend, they’re not only need debt which will be temporary from their existing lenders, but they’re also going to need new sources of capital, new sources of debt. And some of it will be given back. Some of the keys will be given back. But I think the banks, as they learned in ’09 to a great degree that eventually, if they’re allowed to make money back in the spreads, they’ll hold on to the real estate, but they’re going to work with the existing borrowers.

And that’s a good place for us to be. They’ll still need more capital. The lenders will eventually get out. There will be new lenders taking their place and there will be new opportunities once cap rates stabilize and once interest rates actually normalize to a specific level. As soon as you think it’s coming back and the Fed raises 25 basis points and another 25 basis points, everyone just — it shuts down for a moment until it’s going to settle in. So we know it’s going to stop and I think it’s very shortly. And once you can — you have certainty in the debt and equity markets, you can start trading again.

Alexander Goldfarb : Okay. And then the second question is, on your investments, the acquisitions of different teams and such. A number of years ago, I think, pre-COVID, you guys restructured the amortization of the equity issuance that you gave to people for purposes of the P&L. So instead of all the shares vesting at day one and the brokers getting that coupon along the way, I think you staggered it, so it was like a four-year vest. So I’m guessing now we’re sort of all the way into all four years vesting every year. So as you guys buy new teams and prepare for the upcycle that hopefully is coming, how do you ensure — what are you looking at doing such that this time around, there’s more of a direct correlation from the top line growth to the bottom line, whereas before there was definitely some dilution that was going on?

Mike Rispoli : Yeah. So we have a stated target to keep our share count growth within 2% year-over-year. And this year, on a weighted average basis, we expect to be flat from where we are today. So we have a plan. We know we can manage it to the 2% and we’re watching it all the time. So we expect to be able to manage within that expectation.

Alexander Goldfarb : Thank you.

Operator: [Operator Instructions] We’ll now take our next question from Patrick O’Shaughnessy with Raymond James.

Patrick O’Shaughnessy : Hey, good morning. Your earnings release called out customer wins in Property and Facilities Management. Are these wins more on the property owner side or the occupier side and are they generally competitive wins?

Barry Gosin : They’re both. I mean we’re winning on the property management side and we’re winning on the facility side as well. We generally win facilities where it’s matched up with opportunities to make — to earn money in other aspects of the business. We don’t generally do pure-play facility management assignment.

Patrick O’Shaughnessy : Got it. And how do we think about the margin implications of growing the Property and Facilities Management business, certainly growing faster than the commission side of things? If you continue to grow that part of your business at a faster rate, does that weigh on the company’s overall margin profile?

Barry Gosin : I mean our opportunity for margin, if you — the incremental margin for every dollar in capital markets is $0.50. So when the market normalizes, we are going to have a disproportionate amount of high margin increase in our earnings in capital markets. So we have a lot of opportunity, a lot of growth in that area. Property management is a relatively reasonably good margin business. Facility management is a lower-margin business. But unless — it usually comes with other aspects of the business: leasing, tenant rep and other kinds of businesses and that corporations need, consulting, workplace, project management. So that’s why I say when it’s a pure facility management play, it’s a very low margin. If it’s a facility management opportunity with a significant amount of brokerage business, that’s where we play.

Companies hire us when they want a much more bespoke innovative, creative, solution-driven representation when it’s a pure commodity facility management on a global — on a fully integrated basis where they’re just looking to outsource it completely, that is not where we are best suited to be hired.

Mike Rispoli : Yeah. I would add to that, as we continue to get better operationally — more operationally efficient, we’ll continue to take costs out of the business, some of the fixed costs. And our expectations are that we can keep margin flat to grow it over time even given the mix changes.

Patrick O’Shaughnessy : Got it. That’s helpful. Thank you. Can you provide the revenue contribution from Gerald Eve in the second quarter?

Mike Rispoli : I think what we’ve announced is it’s around $110 million to $120 million on an annual basis. And a large majority of their business is recurring. So it comes in somewhat evenly. They do have some businesses that are more transactional. For example, they have a really great industrial capital markets business in the UK, which we have a great opportunity to grow over time. So — but generally it comes in evenly throughout the year.

Patrick O’Shaughnessy : Got it. And then last for me, you guys do have the senior notes that are coming due in the fourth quarter. Curious about your current expectations in terms of timing of refinancing that and what coupon you might have to pay.

Mike Rispoli : We expect to refinance it well in advance of the maturity. And if you just look at five-year treasuries from when we initially did the transaction until now, I think they’re up 140 basis points or so. Spreads have probably widened a bit. So the rate will be higher but nothing that we can’t handle within our financial situation.

Patrick O’Shaughnessy : Hey, great. Thank you.

Operator: That will conclude our question-and-answer session for today. I’d like to hand the conference back over to our presenters for any additional or closing comments.

Barry Gosin : I want to thank everybody for joining us today. And I look forward to updating you in the next quarter. Thanks.

Operator: And once again, that does conclude today’s conference. We thank you all for your participation. You may now disconnect.

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Q2 2023

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