Good morning. May name is Matt. I'll be the conference operator today. At this time, I would like to welcome everyone to the Newmark Fourth Quarter 2020 Earnings Conference Call. All participants will be in a listen-only mode. [Operator Instructions] After today's presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note, this event is being recorded. I would now like to 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 and full year 2020 financial results press release and our presentation summarizing these results this morning. The results provided on today's call compare only the fourth quarter of 2020 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. So, you see the sections in the back of today's press release with the complete definitions of any such non-GAAP terms, reconciliations of these items to 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 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 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 risks. But, the actual impact may differ, perhaps material from what is 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’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. With respect to the NASDAQ earn-out, the number of shares received by Newmark will depend on the timing of the closing of the closing of NASDAQ’s recently announced sale of its U.S. 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.

Thank you, Jason. Good morning. And thank you for joining us for Newmark's fourth quarter 2020 conference call. Joining me virtually 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. Newmark's 2020 results demonstrate the resilience of our commercial real estate services platform. We reported record quarterly revenues in Valuation & Advisory, capital markets, and mortgage banking. Our capital markets and debt volumes totaled $32 billion. In 2020, Newmark gained 192 basis points of market share in U.S. investment sales and improved its ranking to third overall. We also gained 83 basis points in our GSE originations business and ranked fifth overall. Newmark's leadership position in alternative property types, such as life science, seniors housing, medical office, self storage and student housing helped propel our record-setting capital markets performance. We continue to focus on the growth of our recurring revenue businesses, such as valuation advisory, mortgage servicing, global corporate services, and property management. We recently hired a Head of Global Corporate Services to expand this critical offering for occupiers as they formulate their plans for returning to the workplace. Additionally, we continue to expand our presence in key growth markets that are benefiting from demographic tailwinds. Based on the strong foundation we have built, Newmark expects to outperform as industry volumes recover. Newmark recently acquired all of the first and second lien debt of Knotel. On January 31st, we announced an agreement to provide approximately $20 million of debtor-in-possession financing and acquired the assets of Knotel through his Chapter 11 sales process. We believe that co-working and flexible offices will be an increasingly important offering to owners and occupiers in the post-pandemic world. Newmark’s financial position is strong, and Mike is going to discuss the NASDAQ transaction in a minute. But, I would like to point out that we generated more than $100 million of cash from operations and paid down $200 million of debt in the quarter. With that, I'm happy to turn the call over to Mike.

Thank you, Barry, and good morning. Commercial real estate services industry and certain of Newmark’s businesses were adversely impacted by the COVID-19 pandemic in the fourth quarter and full year 2020, which resulted in lower transaction-related activity. Our revenues declined 4.9% to $601.4 million. Capital markets revenues increased by 15.3%, led by investment sales. Our investment sales business gained 192 basis points of market share in 2020. Gains from mortgage banking increased 103.2%. Overall, Newmark’s GSE market share increased by 83 basis points in 2020. Management services, servicing fees and other rose 3.7%, driven by higher Valuation & Advisory fees and pass-through revenues. These recurring revenues represented 33% of our total in 2020, up from 28% in 2019, as we continue our focus on growth. Our leasing revenues declined 45%. This was largely a result of our significant presence in large urban markets, such as New York City and the San Francisco Bay Area. We anticipating leasing will remain challenged, until there's greater clarity around the return to the workplace. But, we believe that demand will accelerate in these markets as the pandemic subsides. Moving on to expenses. Total expenses decreased in the quarter, reflecting lower conditions and other operating expenses due to cost savings initiatives. These declines were partially offset by increases related to the quarterly timing of recruiting costs and higher pass-through expenses. For 2020, our expenses declined 12.2%, reflecting lower variable compensation, and the Company's cost savings initiatives. These actions will result in approximately $60 million of permanent savings in 2021. The Company is planning to further reduce its expense base by $15 million by the end of 2021, resulting in total permanent savings of $75 million or 10.5% of our pre-pandemic expense base. Turning to earnings. Adjusted earnings per share was $0.30, down 43.4%; and adjusted…

We have built a Company that has remained strongly profitable during a period of intense difficulty. Throughout the year, Newmark generated substantial cash flow and further strengthened its balance sheet. We've captured market share in a number of our major business lines. I am so proud of our team and what we've accomplished in 2020. Operator, we'd like to open the call for questions.

[Operator Instructions] Our first question comes from Alexander Goldfarb from Piper Sandler. Please go ahead.

Hey. Good morning, Barry. So, first, obviously, really strong on the top of the markets and mortgage. So, kudos to you and the team for those results. Let me just -- just a few questions here. First on the NASDAQ proceeds, this $725 million, is that -- I guess a two-part question here. One, should we think about you guys getting $725 million in cash right away, or your view is that you'll get the shares and that you'll sell them over time?

Yes. Hey Alex, it's Mike. We'll get the shares. The shares will be unrestricted. And then, it just depends on how we monetize them into cash over time. We can certainly borrow against them as we have them on our balance sheet. So, we think we'll have the liquidity access immediately once we receive the shares.

Okay. But presumably, Mike, you guys, aren't going to become like a stock broker and have the shares as an investment. The shares are being viewed as a monetization or are you guys actually looking at these shares as something like, hey, NASDAQ’s a great company, we want to be a shareholder of them.

Well, I think, you see, we have uses for the capital. We've announced a bigger stock buyback program. We're seeing a lot of opportunity to continue to invest in the business. And so, we have uses for the capital, and we want to continue to invest and grow the business. We're not -- we think NASDAQ is a great company. That's true. But, we do have uses for the capital.

And from a tax perspective, does it matter if the tax triggered when you guys get the shares or when the shares are converted to cash?

Sure. The trigger is when we receive the shares. But remember, Alex, we have a really favorable and unique corporate structure, which allows us to use our stock and our units to generate taxable deductions. So, we think the tax payments against the NASDAQ income will be relatively minor. We can use that capital to still do all the things we talked about, which are the buying back stock and investing at attractive returns.

Okay. And then, the second question is on Knotel. What are sort of your long-term plans for this? Is this just sort of a short-term, because you are investor, you want to sort of help right-size them and then exit, or is this a new business line that you're going to get involved with?

For starters, we don't own it. There is a bankruptcy process, we’re the stalking horse bidder. We believe in a coworking and flex working space generally over the long haul. That is this is not something -- this is going to be part of the entire narrative, in fact, that's certainly. But we don't own it yet. So, we'll see how that plays out. But, we think there's a natural fit in terms of our infrastructure and its infrastructure. And it could be a service to our owners and our clients.

Okay. So, Barry, to that point, and more specifically on your -- on the building owners. So, you don't see it as a conflict where you'd be competing for tenants with them. You see it as complementary where you'd be having Knotel space in your landlord buildings where it sort of helps them with space that they may otherwise struggle the lease. Is that how we should think about it?

Yes. We see it -- just the opposite. We see it as a benefit, an opportunity.

Our next question comes from Jade Rahmani with KBW. Please go ahead.

Thank you very much. And congratulations on the impressive results, particularly in capital markets. T, start off with just a finer point on the NASDAQ sale. I think, most investors have been projecting organic growth in NASDAQ. So, they were looking at between 2023 and 2027, during which you would receive your annual share proceeds, and so projecting forward throws in NASDAQ stock price, and then discounting that to the present, implying an NPV. So, as we compare that to the 700-plus -- 723 million of proceeds you expect, we were assuming a tax against that. So, when you say relatively minor payment on a tax basis, does that imply new share issuance? I just want to make sure I'm not double counting or overlooking any potential differences between my NPV estimate and the $723.5 million of proceeds the Company expects?

Sure. How are you doing, Jade? And thanks for the question. The there is no new share issuance. These are shares and units that are already outstanding, which generate, either deferred tax assets that sit on our balance sheet or just haven't been taxed at all or created a tax deduction for the Company. Remember, the units and the shares we issue are largely compensatory. So, they are tax deductions for Newmark. And as those units convert into stock, the Company can take the tax deductions, and we believe we can largely offset the income from the receipt of the NASDAQ shares.

Okay. So, in terms of accretion relative to I know recently, you've been providing a book value estimate, but I guess, relative to people's NAV estimates or estimated fair market value for Newmark, we should be taking that full $723.5 million. I think, my prior net present value estimate was somewhere in the $525 million range. So, in excess of $200 million from that pull forward, does that seem reasonable to you?

I wouldn’t say the full amount, but I would say a large part of it, which we can then use to execute on the part of our share buyback program.

Great. Well, I think, certainly that's a very positive development for the Company in terms of potential reduction in leverage, reduction in risk. It should be accretive to the Company's multiple. So, good to see that happen. In terms of capital allocation opportunities, when you have this cash, how do you expect to deploy it in terms of mix of share buybacks, growth opportunities, as well as reduced leverage? Should we assume that there's an equal weighting to all three of those, or is there some nuances you could put on that?

Sure. Maybe I'll start with the leverage. We do expect to pay down the revolver. It doesn't make sense to pay off the $550 million bond. It's just too expensive at this point, given it doesn't mature until 2023, and there's fees and penalties associated with that. I think, how much we invest in growth capital, we certainly have announced a large share buyback program. And we'll have to see what the opportunities are in the market. We're still looking to invest at attractive returns. And so, when we see those opportunities, we'll have the capital to certainly go invest and continue to build our EBITDA and grow our business.

Thanks very much. In terms of the overall market, I think that investment sales volumes fell by about 19% year-on-year. We've seen JLL report. We've seen Walker & Dunlop report their GSE multifamily, seems like multifamily is doing extremely well; industrial is surging; life science is surging; office, a laggard. But, in terms of Newmark's own business and the positive growth rate, you posted, 15%, which was dramatically above what we projected. What were the main drivers? Were there effects of prior M&A, or do you really believe on an organic basis that 15% is what the Company delivered? Any nuance you could put on that would be helpful.

We've spent the last five years hiring talent. So, we have a lot of the talent that we are relatively new, over the last couple of years, are beginning to realize and normalize their capacity to perform. We continue to -- we've established ourselves as a major player in the capital markets business. We've elevated our brand with respect to institutions, portfolios, enterprise sales. So, we think we -- there's a good runway for us to continue to do that. And as our -- all of the talent congeals into this massive, active enterprise in that space, we think we’ll continue to grow and build market share, and that as the world normalizes, we'll be a beneficiary of that. I mean, there are certain food groups that we have to fill in the whitespace. And as we continue to fill in the whitespace, as they continue to be integrated into the bigger, broader platform, we think that as a collective, it's just going to continue to get better and better.

Thank you very much. And lastly, there has been a number of media reports about potential, large scale M&A in the sector. And Barry, I know you've been in this sector since the 70s, having started the Company, and clearly have grown the business successfully. What would be your interest in these mergers-of-equals type transactions, which historically have not really created value for shareholders? Do you expect Newmark to remain independent or do you have a strong interest in combining with another player that maybe has business lines that would be complementary or perhaps would provide economies of scale in the space?

I really wouldn't comment on speculation about any merger or acquisitions. I'd say that we have -- we truly believe in what we build, we continue to acquire talent. We continue to be in more and more an ever increasing platform that will attract the talent as our brand elevates. So, we think there's a lot of runway in that. But, we're always interested in protecting our shareholders and achieving the most value we can. And we are those shareholders. So, we're going to do what's best for us and the Company to continue to improve our value. But, this is a marathon, and it takes -- there is a gestation period in building an enterprise that really works. And we think we've demonstrated where we've focused on a particular food group. And we've put together the pieces of the puzzle that we can demonstrate that we can create value. And as such, we'll continue to build on our strengths. And we'll continue to work on our weaknesses. And we think that as our brand improves, even in those spaces where we were not considered [Technical Difficulty] we'll continue to get better, attract more talent, and grow as an enterprise. We think we have a lot of room to grow.

Our next question comes from Rick Skidmore with Goldman Sachs. Please go ahead.

Barry, just following up on the investing for growth. Can you talk about perhaps areas where there's whitespace that you're looking at, whether it be like business line or geography, or how you're thinking about in that investment for growth? Thanks.

Well, we mentioned demographic tailwinds. It’s well-known that there is outmigration from a variety of low-growth markets, high-tax markets. So, we're investing in those markets to grow our platform in those markets, Southeast, Texas, middle of the country, et cetera. And in terms of food groups, we just hired a new Head of Global Corporate Services. And we think that we have a good runway in that, in concert with the great talent that we have into the tenor of business and multimarket transaction business. We're increasing our offering and expanding our offering in that respect. Lou, you might have something to add to that?

Yes. I think, in general, also property management. Property management has been a big focus of us. And it's been a good growth area for us, particularly during the pandemic and we think will continue. So we a year ago restructured that in order to address the needs of our clients and better service them. And so, I think a combination of the growth in GCS, a growth in property management, and growing through where we're already strong will lead to fill that whitespace and continue our organic growth that we have planned for the Company.

Thank you. Maybe just shifting, Mike, the cost reduction that you mentioned, the $15 million of permanent and by the year ended 2021. Can you talk about where those might be coming from and how you think that layers through 2021?

Sure. It's really becoming more efficient in how we deliver service to the front end of the business through our use of technology, artificial intelligence, just being smarter about our processes and our procedures. We've grown more than 30% per year for many, many years. We've done a lot of acquisitions. And, I think, the last year has given us an opportunity to step back and try and reorganize our processes and procedures and operations to deliver a better product at a lower price point. And I think, we started, we made a lot of progress in 2020, but we still have some more work to do. And that's what the remaining $15 million is.

[Operator Instructions] Our next question comes from Michael Funk with Bank of America. Please go ahead.

So, first, if I could, focusing on the capital market revenue, obviously, very good, very strong quarter there. Can you comment on the mix of buyers, either whether operators or financial buyers, and kind of put a ladder? Is that having an impact on the property management business?

Well, the property management business certainly is impacted by capital markets. The mix of buyers, they run the gamut, money looks forward. So, money anticipates where things are going, which is why we think that capital markets will come back and grow before some of the other business lines. So, I laid -- all that is -- capital markets is a lead in to property management and certainly other businesses. So, I don't think it matters who's buying.

Okay. I appreciate it. And then, you commented on the renewal activity picking up in leasing, which makes sense, more shorter term renewals. Can you comment on how that might impact leasing revenue in 2021, having a greater mix of renewals versus new leases?

Historically, throughout any downturn, good brokers find ways of earning money during the downturns. The difference in this time is companies don't exactly know and are uncertain about what the footprints going to look like. Normally what happens in a downturn, there is a reset in rents, there's a reset in valuation, there's a much more much more a resolve by owners to renew and the same resolve by tenants to extend and blend their leases early. Once there's clarity on what the workplace looks like and what remote working means to companies, there will be unquestionably an increase in activity because people will understand where they're going. And I think that's been the hold up. And I think it will become much more-clear as people are vaccinated. Once the pandemic is taken care of, people will change and think differently about how they want to occupy space.

Maybe one more if I if I could, please. So, the allocation of capital, I appreciate the color you gave about investing for growth, as well as returning capital to shareholders through stock repurchases. Focusing on investing for growth, can you just walk us through maybe how wide of a range that investment might be and the thought on time? And I know you mentioned earlier about investing more in growth areas, like the Southeast and Texas and the middle of the country, but how large of a bucket of spending might that be?

I can tell you from the brokerage side and from the property management and GCS, it's not so much the capital as it is us getting our platform and everybody working together and collaborating and presenting our platform to the clients. We think the opportunities are definitely there. There's definitely some whitespace to fill from the standpoint of some talent in those markets. But, I don't see those as huge material numbers. I see those more as finding the right people and creating the opportunity for them to join our firm and be able to prosper better with us. So, I don't -- it's not like we're looking at a large acquisition. I think, we're looking at more filling in certain holes that we have within the brokerage and within some of our other service lines.

Our next question is a follow-up from Alexander Goldfarb with Piper Sandler. Please go ahead.

Hey. Thank you for taking the question. Just going back to the cost savings of $75 million in total. Mike, is that all cash savings, or are some of the savings going to be realized in fewer share issuances as part of comps incentive? Just trying to get a framework for how we should think about the cost savings.

Yes. I would say that it's a combination of people being more efficient around people nearshoring and offshoring opportunities; in non-comp, certainly looking at events and T&E and things of that nature. There are some asset impairments we took in 2020, which will benefit our numbers going forward, assets that were no longer having value, certainly some space consolidation as part of that. But, I would say, it's largely cash base. And, we think we'll continue to just look for opportunities to be more efficient and more effective in the product that we deliver.

Okay. So, said differently, historically, the Company has generated strong top-line growth that's gotten metered down at the bottom line basis. So, will this sort of go to further address that and make the two in sync, or is this more things that will be on the margin? And overall, we're still looking at that, sort of disconnect between sort of double digit top-line, but then more single digit bottom line?

No. The objective, Alex, is that our incremental margins will follow the growth in revenue. So, the bottom line will near the top line or maybe even outperform top line as the businesses come back.

Our next question is also a follow-up from Jade Rahmani with KBW. Please go ahead.

Thank you very much. Thinking about the avenues that Newmark has to maximize its value, one potential asset is the GSE multifamily business. There's a REIT called Arbor Realty, which bifurcated itself into a REIT that got a favorable tax treatment from the IRS on its MSR. I'm wondering if you consider the GSE multifamily lending business a long-term core strategy that should be part of Newmark as a C-corp or if there's potentially an opportunity to sell that business or to sell an interest in the MSR that can create additional capital? I would think that people are speculating about M&A for Newmark. There's a lot of low hanging fruit that can be addressed prior to pursuing some kind of merger that might be more creative to shareholders.

Jade, if you look at our multifamily business, you -- and you look at the evolution of the way that investors have become more institutional, more global, and crossing multiple verticals, the multifamily businesses is really inextricably intertwined with the overall capital markets and other businesses like property management, et cetera So, while we're always interested in evaluating opportunities, we do consider it a critical part of Newmark.

Regarding Knotel, if Newmark is ultimately the winner of that bidding, are there anticipated costs in addition to the $20 million and debt financing that has been stated that Newmark would provide?

Yes. Not at this time, Jade. I think, we just have to see how the bankruptcy plays out. If we are the winning bidder, we'll certainly talk about our plans for the business and our plans for capital allocation for the business, if and when that happens.

Our next question comes from Patrick O'Shaughnessy with Raymond James. Please go ahead.

Barry, I was curious, if we can get an update on your thoughts regarding international expansion, particularly in light of the expected improvement in Newmark's liquidity?

Obviously, that is one big whitespace. We have a relationship with Knight Frank to execute on our global platform for GCS. We do have positions in raising capital. We have done a really good job around raising foreign capital where we have offices in Dubai, we have other offices around the globe that are specifically ours. So, we've done a pretty good job establishing ourselves with all of the foreign investors throughout the world. And we're taking things as we need to. I mean, we still have whitespace in the Americas, and we're working on that each and every day. And we're looking at opportunities.

Got it. And as you’re thinking about 2021, obviously, you’ve provided outlook on a more transactional businesses. As you're thinking about the non-transactional businesses, advisory and consulting and management services, where are you expecting in relative strength in 2021, and where are you expecting perhaps some continued growth?

Look, what Jeff said is that all of our businesses work together. Our appraisal, our debt, our multifamily investment sales, it all feeds on itself and we do -- if we do a pretty good job of integrating all the different food groups to work together, consulting, supply chain, logistics, workplace, strategy, site selection, tax incentives, appraisal, valuation, those kinds of things all work together, we think those are really good opportunities for us to grow. In our appraisal business, we really started with one hire and we now have 500 people in the U.S. in appraisal from one hire. And much of that was done person by person, team by team, as well as some of acquisitions. So, we'll continue to expand all of our consulting, including property management. We think it’s a good opportunity. But, it also works in conjunction with the transactional activities, because our clients want to have differentiated private product, they want to -- you have to provide value for them. And in order to do that, you have to provide those services. And those are fee for services as well.

Got it. And then, last one from me. Your servicing portfolio drew 10% in 2020. That's a little bit above the typical pace of growth over the last few years. Would you expect that to moderate going forward in the 2021, or do you think you can continue to grow the servicing portfolio at a high-single-digit, low-double-digit rate?

Obviously, look at the GSE caps. It will be slightly more restrictive in 2021 than it was in 2020, based on some commentary from FHFA last week. Having said that, we've proven our ability to year-after-year grow market share in the space. And so, our expectation is that we'll continue to outperform the market and grow the servicing portfolio at generally the same place.

This concludes our question-and-answer session. I would like to turn the conference back over to Barry Gosin for any closing remarks.

I'd like to thank everyone for joining this call. And we look forward to seeing you or hearing from you at our next quarterly call. Thank you.

The conference has not concluded. Thank you for attending today's presentation. You may now disconnect.