Good morning. My name is Julianne, and I will be your conference operator today. At this time, I would like to welcome everyone to the Newmark's Fourth Quarter 2019 Earnings Conference Call [Operator Instructions] Thank you. I will now turn the call over to Jason Harbes, VP of Investor Relations. Sir, you may begin when you're ready.

Thank you, and good morning. We issued our fourth quarter 2019 financial results press release and a presentation summarizing these results this morning. You can find these documents at ir.ngkf.com. Unless otherwise stated, the results provided on today's call compare only the fourth quarter of full year of 2019 with the year-earlier period. 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 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. 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. 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's 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. I'm now happy to turn the call over to our host, Barry Gosin, CEO of Newmark Group, Inc.

Thank you, Jason. Good morning. And thank you for joining us for Newmark's Fourth Quarter 2019 Conference Call. With me today are Newmark's Chief Financial Officer, Mike Rispoli; and our Chief Strategy Officer, Jeff Day. Newmark generated record revenues of over $2.2 billion in 2019. All of our major business lines improved, with particular strength in investment sales and debt with record volume of $81 billion, an increase of $16 billion or 25% from 2018. Based on the strong productivity of the teams we have added over the past 18 months, we're confident in achieving our near-term target of $100 billion of debt and investment sales. I'm happy to report that the company's Board of Directors declared a qualified dividend of $0.10 per common share. Over the past few years, we have hired over 100 top producers with average annual production in excess of $2 million. In our experience, brokers typically take 12 to 18 months to ramp up to their full potential. We continue to grow the businesses with more recurring revenues such as GCS valuation and advisory and property management and expect to grow our growth to accelerate in 2020. We have never been more excited about the strength of our brand and ability to add talent to our platform comparing our results to the industry. For the fourth quarter, Newmark's investment sales volumes were up 10%, while RCA U.S. investment sales volumes were down 7% year-over-year. Our debt volume increased 20%, while the MBA commercial mortgage originations index is up 7%. The combination of our top-tier talent, leading-edge technology and our demonstrated ability to cross sell and collaborate effectively, will continue to drive growth across all business lines. With that, I'm happy to turn the call over to Mike.

Thank you, Barry, and good morning, everyone. In the fourth quarter, our revenues were $632.4 million. For the full year, our revenues were up 8.3% to $2.218 billion, our leasing revenues decreased by 9% in the fourth quarter but were up 5% for the year our fourth quarter leasing results came in lower than what we had originally expected due to the timing of certain leasing transactions, many of which have now closed in the first quarter of 2020. In comparison, our leasing revenues grew by 48% year-over-year in the fourth quarter of 2018. Our compensation expenses increased 2.1% in the fourth quarter and were up 9.4% for the year. As a percentage of revenue, our compensation rate increased by 56 basis points in 2019 due to the continued hiring of leading industry professionals. Excluding these new hires, our compensation ratio would have been virtually unchanged. Non-compensation expenses were down 7.1% in the fourth quarter but up 7.6% for the year. As a percentage of revenues, our non-compensation expenses were down 16 basis points in 2019. On the last earnings call, we announced a restructuring plan to eliminate $15 million of annualized costs by the end of 2020. We're pleased to report that we have achieved our target and are now raising it by an additional $5 million of expected savings by the end of 2020. Turning to our earnings. Our pretax adjusted earnings were up 8.6% in the fourth quarter and 11.5% for the year. Adjusted EBITDA improved 6% for the quarter and 7.9% for the year. Our full year tax rate for adjusted earnings was 14.8% in 2019 and 2018. Our fully diluted post-tax adjusted earnings per share increased by 15.6% to $0.52 in the quarter and by 8% for the year to $1.62. Our fourth quarter weighted…

[Operator Instructions] Your first question comes from Jason Weaver from Compass Point. Your line is open.

I just wanted to dig into the timing of the large lease transactions that you mentioned during the call. Can you give us any idea of the scale of that and\/or any particular other details?

I think if you look at the midpoint of our guidance for the fourth quarter and the year relative, to where we finished, the movement was in that range. So what I think we'll see is some leasing improvement, leasing up year-over-year in the first quarter compared to the first quarter of 2019, although the year, as we said, will be in line with the rest of the market.

And can you dig into the forward revenue guidance a little bit more? Does this imply any mix shift in your mind among the different line items between leasing sales, mortgage banking and management services?

I think, as we said, the leasing will be in line with the market, so that's flat to down a bit. Our capital market is growing faster than the market, and we said high single digits. And the rest of our businesses are growing mid to high teens, so you will see those businesses with recurring revenues continue to grow over time within Newmark.

And we also heard from Jones Lang LaSalle, there must be attrition activity from the HFF merger has subsided as of now. Can you talk about recruiting momentum going forward?

We are incredibly busy. I mean, we hired had a big capital markets team in D.C., in Atlanta. We just hired the number one capital investment sales team in Texas. We hired a capital markets investment sales team in the Midwest, Chicago area. We continue to be the company of choice for the best people. All of the foundational building that we've created for the brand to be an acceptable brand for the best people in that business to come are choosing us and I couldn't be more excited about those prospects. And the pipeline has accelerated and in many of these markets, we have a choice of several people where we have some white space and some holes to fill. So that part of our business is really on its way and working on its own volition, and we're really excited.

And just one final one, turning to the NASDAQ asset. Is there any way to minimize the earnings distortions coming from that? I'm just thinking out loud, moving it maybe into an SPV and use hedge accounting.

It's not something we had contemplated, but we can certainly think about that. I think the good news is there is a lot of noise, as you mentioned, in the GAAP numbers related to the put transaction that we did. But the good news is, while those transactions, because we maintain the upside and protected all of our downside from 2019 to 2022, the value to us has gone up, I think, somewhere in the neighborhood of $175 million as NASDAQ continues to appreciate. So it's been a great cash generation tool for us. It's a great asset for the company, even though you don't see it on the balance sheet.

Your next question comes from Jade Rahmani from KBW. Your line is open.

Looking at your commission rate as a percentage of volumes, which I'm glad that you disclosed, it does show a decline in the commission rate. And I was wondering if that was attributable to the size and mix of transactions, or if there's any fee pressure in the market, which, anecdotally, I've actually heard about in certain office markets.

No, I think we've talked about our overall comp rate being up a little bit year-over-year that really, for us, is just a fact of adding the teams that have come on, that the revenue comes 12 to 18 months later. And of course, those teams come with other people that have compensation, so it has a near-term effect on increasing our comp rate. But we think, over time, that will normalize itself and our comp rate should stay pretty good, over time.

But if I take the investment sales and debt placement commissions of $165 million divided by investment sales and brokerage volumes of $24 billion, it's 69 basis points. And historically, it's been closer to 80 basis points. So I'm wondering if there's any pressure on fees in the market.

I'll let Barry answer about fees in the market. I would say, for us, what we're seeing is a lot bigger transactions. And of course, as the transactions get bigger, the fees, as a percentage of the total volume, do go down. That's just market for us and for everybody else. But Barry, are you seeing any?

We're doing much bigger deals. We have a bigger share of those large towers and large financings. So the larger the deal there is a little bit of fee pressure.

In terms of the leasing business and the overall fundamentals, leaving aside WeWork, could you comment on the health of the tax sector away from, say, the big five tech companies? Has there been any change in terms of VC-funded entities facing more pressure from their boards to be scrupulous in their capital spend plan that could affect office demand in gateway cities such as San Francisco or New York, where tech has been such a huge driver of growth?

We're not seeing that and yes, in the coworking space maybe somewhat. But in the tech space, it's the biggest growth area. The biggest issue for some of the big tech markets is availability of space. The demand is greater than some of the availabilities. So what's happening is that will be good for other markets like Austin and Nashville and Texas, where companies are looking for availability and labor. So it will all even out. At the end of the day, if they need labor, they need talent, they're growing. There seems to be no shortage of startups. They continue to proliferate and be a big part of the market.

On the GSE multifamily side, I was wondering if you anticipate any issues with respect to the GSEs being able to hit the 37.5% affordability requirement and if that could be at all a headwind in terms of Newmark's business? I believe that Newmark has been trying to focus on growing multifamily in some of the top major cities where ARA has a large presence.

What we found actually, Jade, is that the growth that we've experienced has actually been complementary to the 37.5%. And while those aren't numbers that we disclose, the trend has been positive, and it's not a concern. I mean, it's obviously a concern in the sense that we want to make sure we'd meet or exceed, but it's not something that we think is going to be an issue for us or for the GSEs.

And then lastly, I wanted to see if you could provide an update on both the Knotel and CCRE investments that Newmark has on its balance sheet. How are those companies individually performing? And if you could also clarify how much capital Newmark has invested to Knotel, that would be helpful.

Well, CCRE is doing pretty well, being run by Paul Vanderslice, and that is going very well. The Knotel investment, for us, has been a good investment. They had a little bit of a down round. It's part of the noise in our GAAP but a small amount in that industry. In the discussion in the previous question, raising money in that industry has slowed a bit. So the good news for that, it's inseminating those businesses with much more discipline and the business, structurally, is sound. The industry is a good industry. And I think that is they're doing okay.

[Operator Instructions] Your next question comes from Patrick O'Shaughnessy from Raymond James. Your line is open.

Can you speak to your U.K. and European aspirations in light of your acquisition of Harper Dennis Hubs.

Well, HDH is really the gold standard on tenant rep for retail. They rep many of the brands that come into the U.S. come in via London and Europe. The designers come here with the purchase of RKF, being the number one tenant rep in New York, being very active in L.A. and being having a London beachhead for that business will give us a dominance in those luxury, high-street clients that representation and their rollouts and growth throughout the United States. So for us, it was a very strategic move, recognizing that a lot of people have written off retail. There will always be retail. It will be more focused, and HDH is a great acquisition for us.

Do you look at HDH as a beachhead from which to do more acquisitions in Europe? Or was it more about complementing what you already do in the U.S.?

It's a little of both. Patrick O'Shaughnessy - Raymond James Okay. A question on the margin guide for next year. Is the expected business mix, faster growth in the non-transaction areas, slower growth in the transaction areas, is that expected to have negative margin implications for Newmark in 2020?

I think what's driving the slight decline in the margins year-over-year is more due to the timing of the ramp-up of the producers. The recurring businesses have a mix of margins. So the servicing business is an area that continues to grow pretty rapidly, which is a high-margin business. And then you have things like property management, which are a little bit lower margin. But for us, it's really the comp rate relative to the hiring and the ramp-up of those new hires.

And then just last one. Was there any deal slippage on the capital market side? Or was that pretty much confined to the leasing side of things?

I don't believe there was on the capital markets. There was sort of a slippage on the leasing side as far as we can see.

Your next question comes from Alexander Goldfarb from Piper Sandler. Your line is open.

Just a few questions here. First, just clarifying on the NASDAQ, obviously, you guys have made a lot of money with those with the contracts that you bought but the share count or like NASDAQ now is like 114. A year ago it's somewhere in the, I think, 90s type range. So does the increase in the stock price factor into the 2020 guidance or everything is backed out and the guidance is based on the original contract price when it was, I think, around $90 or so?

So our guidance is just based on the current NASDAQ price. And at the current NASDAQ price, we received a certain amount of cash when we did the RBC transaction in 2018. And we maintained the appreciation above $94, so our guidance is really the cash we received plus whatever cash we expect to receive above $94.21. So our guidance is just the cash we'll get from the transaction.

So to be clear, Mike, if the $94.21 plus, whatever that is, call it, an extra $20 a share, something a little less than, $18 a share, that's in your 2020 adjusted EPS guidance?

That's roughly correct, yes.

And then the second question I have three questions. Second question is there was an S-8 filing last fall, $183 million. You guys were very clear, hey, it's just registering RSUs for sale. But just thinking about how that stock is sold in the market, is that something that you guys control? Or that's like stock that goes to brokers and pick a day on x date, there's suddenly $183 million worth of Newmark stock that's for sale. Can you just help us understand the mechanics of that and how that will impact the trading volume?

Yes, I don't see that as having any material impact on the trading volume. That's a routine filing, so that our partners and our acquisition partners and anybody who issues shares, over time, those shares are registered, so all those shares are in our fully diluted share count. And I don't think you should read anything more into it than that.

And then just finally, you guys have done a good job. You've been hiring people. You've gotten the share count is now flat with last year versus previous year, it was up 4%. You're cutting costs, $15 million. But what still I'm looking at is, in 2018 to 2019, do you guys grew adjusted EPS 8%, and that included a 4% increase in the share count. This year, the guidance implies 7% growth despite flat share count, despite the cost savings and despite the nice mark that you've made off of the NASDAQ. So you're growing revenues sort of around 10% or so, but there's an offset somewhere else. Can you just help because, Barry, everything you said sounds good, sounds great. But where is this offset? Because it seems like you're getting a lot of benefits, but it's not showing up in a faster earnings EPS growth, so just looking for a little bit of perspective on that?

I'll start Alex, and then Barry can weigh in. But it really is the timing of the hires. If you look at our hiring, 100 producers over a two year period with $2 million annual production, and that really accelerated through the back half of 2019. And into the first quarter of 2020, frankly, our hiring just continues to accelerate, and so our guidance is assuming all the costs related to that hiring when it takes 12 to 18 months to see the revenue. I think the one thing I did say in my prepared remarks, if those producers were fully ramped up, our EPS would be $0.10 to $0.15 higher. And I think that's pretty telling in terms of how it affects our numbers and how the timing affects the business.

So Alex, I mean, you are you've been in the industry a long time. There are lots of ways to grow. You could buy companies, and it's from a simple point of view, it's instantly accretive. You get the receivables, you get the cash flow, you have the goodwill. When you hire talent, it's really a laser focus on the bulk of the production and the most productive elements of the business, and that required us to build a brand that was a good place for the best talent to want to come from where they might be comfortable and might be happy. And so we have now, we believe that we've done a good job in building our brand so that we can now hope and aspire for the best people. The difference in hiring brokers is whatever we hire or acquire the brokers, it takes them, depending on the particular business line they're in, a good amount of time to ramp-up, and the leasing a little longer, sales a little less. And during that period of time, we have significant expenses. And so we've taken the expenses. We're amortizing the upfront, and we're getting the revenue somewhere one year to 1.5 years or the second year to ramp-up. So that is a harder, more arduous, more grinding way to build the company. But we think, at the end of the day, what we've created is an environment that's incredibly attractive to the best people. And the ultimate proof in the pudding is, three years ago, we will recruit our average underwriting per broker might have been $1.1 million. Our average underwriting is pushing up to $2.5 million. And to me, that says, does it all, sums it up and encourages us to say, we've arrived, we're at a place where this is the place for our brokers and professionals to come because they know this is we're on the move. We have momentum, the support, the infrastructure, the resources are here, the clients are here, and it's working.

No, Barry, look, that's great. I mean, to have better producers is great. But just a question, presumably, every year, you're going to be hiring or every two years you're going to be hiring a 100 brokers? Or was this just a growth spurt and then that is going to taper down, so that we'll see the benefit of all these hires flowing through as we look at the outyears?

It's going to be a combination of both. So in the capital markets side of the business, it's you just it's more if not more and one being 1.5 is good maybe better for the house, but it's not always good for the broker, so many of the brokers are concerned about crowding where they are. Certain businesses, when you put all the players on the field, the idea is to get them to work together, collaborate, communicate, build bigger market share, higher, bigger business and higher revenue per capita. When you get to the place where not only are you bringing the highest producer, but you're giving the producers the ability to earn more in place with infrastructure, with technology, with resources and then market acceptance, you've now that is what's going to show up on the bottom line, and that's what's going to show up in our earnings margin. And that is going to be sticky for the broker, and that is going to that's what's going to make this company the company we expect it to be, and it continues to grow to be.

The only thing I would add to that Alex, I would add to that, that as we bring in these really talented professionals, what we've seen over the past few years is we're able to build around them in the businesses that may not exist or may not be as strong in those particular markets. So capital markets leads to leasing, leads to property management, and we're able to cross sell our businesses in a way that will help our revenue growth continue to accelerate in the future.

And that is exactly right. So when you bring in capital markets, the ability to do the financing, to do the leasing, to do the management, even to create a level of in depth in our relationships with investors, with private equity firms is all good for every aspect of our business, and we'll have will be accretive in a way that is not going to be expensive for us. We're just going to increase our market share. We've already seen that in the markets where we have investment sales or financing dominance.

Your next question comes from Henry Coffey from Wedbush. Your line is open.

It's a challenging process. Our former CEO at Sterne Agee used to say, "I can capitalize it or I can expense it, and I get better people when I expense it." The comment you made early when you gave your guidance was that you were expecting your brokerage income to be up I think you said sort of high single digits, which I'm going to read to be 8%, and that the MBA was talking about the origination loan market growing by 9%. Does that mean you're growing? I know you don't break out all the components of that, but it makes it sound like net leasing would be flat. It makes it sound like you're growing a shape below the market rate right now, or am I misinterpreting that?

Yes, let me just try and clarify that, Henry. So as you know capital markets, is both investment sales and mortgage brokerage. So the market for mortgage brokerage is the MBA said about up 9%. But the market, overall, for investment sales is expected to be flat to down. The combination of our two businesses and investment sales business, a revenue perspective, much larger today, even though we did $30 billion of debt transactions last year, and that's a really growing business for us. But our high single digits growth is a combination of those two, so we believe we're outgrowing the market.

But so you're expecting your mortgage brokerage business per se to be up, we'll call it more, and then you're okay. So I think I have that how that works out. I guess the other perspective is you've solved the series of just you've solved a series of problems. And we had the share count growing, where you fixed that. You can't buy back stock essentially for another year or a little slightly less than a year because of the tax-free situation. Your third lever for creating value is your dividend. So why not since you can't do returning capital on the share front, if you're confident that you're going to keep growing the EPS number so that you'll be able to buy back stock a year from now, why not boost the dividend?

Well, obviously, that's a Board decision, but we've always thought...

It's a board decision, right? Why didn't the board boost the dividend?

Well, we've always said we pay around 25% of our earnings on an annual basis. And in the first quarter of each year, we set the dividend. We try to stick to it for that particular year. When we get into the first quarter of 2020, we'll obviously have that discussion. Our earnings are growing, and we'll talk about it.

Your next question comes from Jade Rahmani from KBW. Your line is open.

Just a follow-up on the revenue guidance. If I take a 10% growth rate for capital markets commissions, assume flat to down 5% for leasing, take mortgage banking and grow that by 15% and grow management services and other revenues by 15%, I get to $2.35 billion. So I'm wondering where our assumptions are too conservative.

I think we said mid to high percentage teen growth for the rest of the businesses. So mid is obviously around 15%. High is higher than that.

Even if I do that, I still get to, let's say, take 20% growth in mortgage banking and management services, I still don't get there. So I don't know if I get to two three nine five. And so to get to $2.5 billion, we would need to assume much stronger growth than this. So I guess, I don't know if you could give any clarification. And then what is driving the management services and other revenues to be growing at close to a 20% clip?

We've talked about the impact that capital markets teams have on property management, so we're starting to see that come to fruition. We focus on technology and our global corporate services business, and that leads to transactions that lead to project management. So those businesses continue to grow. As we continue to accelerate our debt, particularly on the GSE side that leads to growth in our both in our mortgage banking and our servicing, which is in the management fee line. And so all of those businesses grew, and valuation and appraisal was up, I think, about 30% in 2019. We still believe we can build $150 million business after two or 2.5 years, we're at $90 million. So there's a big growth trajectory in that business as well. So what the good news is all of our businesses continue to grow. We're really focused on the cross-selling to both corporate clients as well as institutional owners, and we're just gaining market share in each one of our businesses.

And we've also hired senior more senior leadership on the management services side that has been performing very well, and we are focused on rounding out our business. We are paying attention to the leasing and GCS and management business and like hiring great talent and professionals on the brokerage side, hiring great talent on the management side. Considering where our platform is today considering where our capital markets business is today is working.

Any M&A opportunities or areas of strong interest right now that you would rank as a top priority aside from recruiting, for example, would you be interested in the asset management business?

We have not focused on the asset management business. That is not in our view at the moment. We like being where we are. We represent large owners and institutions up and down the capital stack. We like being one of the three that doesn't, in any way, shape or form, compete with our clients. And we provide them services on the debt side on the if there were an asset advisory or separate account business, maybe we would think about it. But our strategy right now is to do everything we can to help owners and institutions run, lease, manage, buy, sell their property, first and foremost.

Your next question comes from Jason Weaver from Compass Point. Your line is open.

Just one follow-up. In the past, you included a slide. Can you give an update on the cross-selling opportunity between ARA and Berkeley point? Just looking for what progress you've achieved thus far and what you're targeting going forward.

We've progressed as hoped this year. Our cross-sell last year was 23% in 2018. In 2019, it was 33%, and we continue to strive for 40%. And with the growth that we've had, we would hope that we would see that in the relatively near future.

We have no further questions. I turn the call back over to Barry Gosin for closing remarks.

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

Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect.