Cushman & Wakefield plc

Welcome to Cushman and Wakefield's second quarter 2021 earnings conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you'd like to ask a question during this time, simply press star or by the number 1 on your telephone keypad. If you'd like to withdraw your question, please press star then 2. It is now my pleasure to introduce Len Texter, Head of Investor Relations and Global Controller for Cushman & Wakefield. Mr. Texter, you may begin the conference.

Thank you, and welcome again to Cushman & Wakefield's second quarter 2021 earnings conference call. Earlier today, we issued a press release announcing our financial results for the period. This release, along with today's presentation, can be found on our Investor Relations website at ir.cushmanwakefield.com. Please turn to the page labeled forward-looking statements. Today's presentation contains forward-looking statements based on our current forecast and estimates of future events. These statements should be considered estimates only and actual results may differ materially. During today's call, we will refer to non-GAAP financial measures as outlined by SEC guidelines. Reconciliations of GAAP to non-GAAP financial measures, definitions of non-GAAP financial measures, and other related information are found within the financial tables of our earnings release and appendix of today's presentation. Also, please note that throughout the presentation, comparison and growth rates are to comparable periods of 2020 and are in local currency. For those of you following along with the presentation, we'll begin on page five. And with that, I'd like to turn the call over to our Executive Chairman and CEO, Brett White.

Thank you, Len, and thank you to everyone joining us today. Before we speak to the quarter, I'd like to start by again thanking our team of incredibly talented Cushman and Wakefield professionals around the globe. Your hard work over the past year continues to pay off as we've seen more and more people return to the office. Our clients benefit every day from your expertise, and we are proud to see those results as we report in another very strong quarter for Cushman and Wakefield. We are very pleased with the continued momentum experience in the second quarter as consolidated fee revenue of $1.6 billion improved 34% compared to prior year. While this quarter's year-over-year comparison is against the trough experienced a year ago, we are very encouraged to see our transactional brokerage business rebound so quickly in the first half of 2021. Our second quarter brokerage revenue, including our leasing, and capital markets businesses was up 89% compared to a year ago and returned to pre-COVID levels of 2019. I'll provide more detail on the drivers of this activity, but we believe the faster than expected recovery we've experienced through the first half of the year in capital markets and non-office leasing is sustainable. Additionally, Our property management, facility management, and valuation segments continue to perform well, with fee revenue growing 7% and 16%, respectively, for the quarter. Our recurring revenues have continued to be a source of strength and resiliency throughout the pandemic, as both investors and occupiers have continued to turn to us for advice and services. For example, Our asset services business in the Americas performed well throughout the pandemic, and it's growing double digits through the first half of 2021, as investors continue to rely on our leadership, insight, and comprehensive offering of services. In the second quarter, we reported $220 million of adjusted EBITDA on the already mentioned $1.6 billion of fee revenue, both of which are a second quarter record for the firm. and represents an adjusted EBITDA margin of 13.5%. This improvement of adjusted EBITDA up 76% and margin expansion of 335 basis points year-over-year reflects the impact of stronger brokerage activity, savings generated from permanent cost actions, and continued tight management of temporary costs. We have continued to focus on being a more agile and efficient organization. This quarter is an excellent example of the potential that lies ahead for our profitability profile as a global economy recovers and we continue to capture greater volume and mandates on a more efficient cost structure. More specifically, we believe we have a distinct advantage being one of a few firms that can offer holistic solutions to owners and occupiers on a global basis. The challenges facing our clients continue to expand as the world reopens, causing them to turn to Cushman & Wakefield for help. Additionally, we believe Cushman & Wakefield has a differentiated advantage as we continue to grow in markets and business lines where we are underrepresented. Lastly, we see a multi-year opportunity to capitalize on the resulting operating leverage as we continue to scale our platform and the economy recovers and grows. Before providing commentary on what we are seeing across our different geographies and markets, I'd like to make a few comments about the pandemic. The situation remains fluid, and although the world is making progress towards herd resiliency, the pandemic continues to disrupt economic activity in certain parts of the world. Despite this, we are seeing encouraging signs of property recovery. As we stated on prior earnings calls, over the course of a year, GDP is a solid predictor for gauging the health and performance of property markets. That correlation is holding true again in this cycle. U.S. real GDP bottomed in the second quarter of 2020 and has been recovering robustly since that time. As such, real GDP has now fully recovered and surpassed pre-pandemic levels. having grown by a 6.5% annualized rate in the second quarter of this year. Property recovery has also shown improvement from the pandemic lows, and the speed of the recovery varies depending on geography and product type. As we look across different property types, we are seeing a broad-based recovery with varying degrees of performance. At the top of the list, we are seeing strong growth continue in industrial data centers, multifamily, and life sciences assets. In the Americas specifically, we saw continued growth in industrial leasing in the second quarter. The sector continues to benefit from the shift to online shopping. In the first half of 2021, approximately 204 million square feet of space was absorbed, a record high. Occupancy of industrial space was roughly 96% in the second quarter of 2021. Also, a record high. In addition to these stronger property sectors, we are starting to see some encouraging trends in sectors that have been laggards throughout the recovery. In retail, we are seeing strength particularly in experiential concepts as the economy reopens and there's more pent-up consumer demand. As an example, in the hotel sector, STR, a subsidiary of CoStar, reports that occupancy has grown from the low 20% range in March of this year to 66% in June and with 71% in the week of July 11th through the 17th. In the office sector, although leasing continues to improve, we emphasize that the near-term fundamentals remain less clear as businesses continue to make their way back to the office and assess space requirements. At the beginning of the year, roughly 17% of U.S. office employees were back at the office, At the end of the second quarter, it was closer to one-third. The office sector will continue to recalibrate to address the remote working dynamic. Most employers are providing time for employees to prepare for their summer or fall office returns, but will continue to navigate the balance of being in the office and remote working. Ultimately, companies will need help in developing their workplace for the future, and Cushman & Wakefield is one of the few firms capable of helping clients navigate these solutions. Within office leasing, we have seen some pent-up demand coming through in 2021 from delayed decision-making. While we expect this to be a longer road to recovery, we are seeing some very encouraging green shoots emerging in the office sector. In addition to the strength of employment data for office using jobs relative to employment data in other industries, tour activity has been surging in conjunction with vaccine rollout. According to VTS, tour activity of office space has increased by over 80% from January to May of this year. The fact that more businesses are touring space is a solid leading indicator for future leasing activity. The second green shoot is that for the first time since the pandemic started, market-wide gross leasing activity trended higher. Based on the 87 U.S. markets we track at Cushman and Wakefield, the total volume of office leasing was at 15% versus last quarter. Not only are more businesses touring space, but they are also increasingly signing deals to occupy that space with some longer-term leases this year. In the first half of 2021, over 75% of all leases signed in the U.S. have been for more than a year, and nearly 40% have been for four years or more, an indication of a shift back to normalcy. Turning to capital markets, as we noted on prior earnings calls, there was clear momentum forming in late 2020, and that has continued into the first half of 2021. According to Real Capital Analytics, in the first half of this year, property sales transactions increased 34% compared to a year ago. For context, that volume is only down 2% versus pre-COVID levels in the first half of 2019. Clearly, commercial real estate remains an attractive asset class for investors, as demand drivers remain favorable. Fundraising for commercial real estate investment and dry powder metrics remain at near record levels. There is no shortage of capital to be deployed for the right opportunities. In addition to interest rates remaining below historical averages, finding yield is becoming more difficult in other asset classes. making spreads in commercial real estate all the more attractive, which will keep capital flowing into our sector. To be sure, the property recovery will continue to be bumpy and uneven. But as we look ahead, we certainly believe that the positives are outweighing the negatives. As discussed on prior calls, we are in our second year of the work we began before the pandemic to strategically reline the business to enable us to become a leaner, faster, more efficient organization. I am pleased to report that these initiatives are on track to deliver an additional $125 million of operating efficiency initiatives in 2021, which is on top of the $125 million of permanent cost savings we delivered last year. These initiatives include permanent savings ranging from streamlining our organization to better match our service delivery model to the optimization of business functions through automation and technology. These actions are focused across the entire organization and provide a strategic advantage that will enhance our agility and speed in the marketplace, improve our profitability, and build significant operating leverage in the business compared with even just a year ago. Lastly, Before I turn the call over to Neil, I'd like to provide a few comments on our acquisition pipeline. As always, M&A is an important strategic pillar, having completed 27 infill deals since the merger. We possess industry-leading capabilities in terms of acquisitions and integration, and have a demonstrated track record of accretive M&A and broker onboarding. We believe this is a distinct advantage as one of a few firms that can deploy solutions on a global scale, while also growing our platform as a result of the additional white space to fill across geographies and service lines. There remains a long runway of talent consolidation to global full-service brokerage firms like Cushman & Wakefield, and we expect that a portion of our growth in the years to come will be a direct result of acquisition or key hires. I will also reemphasize that our significant liquidity position, which stands at $2.1 billion, is a valuable asset both for opportunistic M&A and brokerage team hires. We are well positioned to drive shareholder value in many ways, including our global competitive advantage, our significant operating leverage in recovery, and our strong liquidity position, allowing us to grow inorganically while simultaneously deleveraging to the resulting growth in our adjusted EBITDA. Overall, we are extremely pleased with the first half of 2021. And with that, let me turn the call over to Neil to detail our quarter. Neil?

Thank you, Brett, and good afternoon, everyone. We are pleased with our second quarter performance and encouraged by the very strong start to the first half of 2021. Fee revenue for the second quarter of $1.6 billion was up 34%, and adjusted EBITDA of $220 million was up 76% as compared to 2020. Our adjusted EBITDA margin of 13.5% expanded by 335 basis points compared to a year ago. Our strong execution of efficiency initiatives resulting in $30 million of gross permanent savings and disciplined cost management enabled us to capitalize on our operating leverage as brokerage revenue rebounded sharply in Q2 from trough levels experienced a year ago. Adjusted earnings per share was $0.50, up $0.31 over last year. Taking a look at our fee revenue by service line, our PMFM and valuation in other service lines were up 7% and 16% respectively for the quarter. As expected, these businesses have proven to be incredibly resilient during this recession and have continued to perform and grow strongly over the past year. Our facility services business in the Americas continues to experience high single digit growth due to continued demand for deep cleaning services. Within PMFM, facility services represents just under half of the fee revenue and generates solid cash flow on a stable revenue stream. Facility services was up 7% in the first and second quarters this year, reflecting continued demand for COVID related cleaning services principally in the Americas. For the quarter, brokerage revenue increased 89%, with leasing and capital markets up 67% and 141% respectively. We encourage the report that brokerage revenue returned to pre-COVID levels when compared to second quarter of 2019. Our non-office leasing sectors continued positive momentum, most notably within the industrial sector. Within office leasing, we've seen some pent-up demand coming through in 2021 from delayed decision-making and continue to see positive indicators in terms of tour activity and gross leasing. As we look forward, we will continue to monitor these trends in the sector, knowing that the road back here is slightly longer. In capital markets, there remains a favorable environment for capital investment, which we have seen reflected in our results, particularly in the Americas. Turning to our financial results by segment, revenue in the Americas was up 46%, driven by leasing and capital markets growth of 78% and 215% respectively. Adjusted EBITDA growth was up over $100 million in the Americas segment, which was principally driven by stronger brokerage activity, coupled with continued execution of cost savings initiatives. EMEA and APAC were both up double digits with 13% and 11% revenue growth respectively. In EMEA, brokerage was up 29% with adjusted EBITDA up 6 million or 10% versus prior year. In APAC, adjusted EBITDA was down 8 million year over year, principally driven by the impact of government subsidies reflected in our prior year results. Our financial position remains strong. We entered the quarter with $2.1 billion of liquidity consisting of cash on hand of $1.1 billion and availability on our revolving credit facility of $1 billion. We had no outstanding borrowings on our revolver. We continue to be active in exploring infill M&A opportunities to further enhance our portfolio of services globally. And given our liquidity, we are well positioned should opportunities arise. As a result of the strong adjusted EBITDA performance through the first half, our net leverage stands at 3.4 times on a trailing 12-month basis, down from 4.3 times at the end of 2020. Finally, a few comments on our outlook for the full year. We've been very pleased to see the faster than anticipated recovery in the U.S. economy in the first half of 2021. Strong demand for commercial real estate investments, combined with high demand for industrial and multifamily space, as well as a rapid return to pre-COVID volumes in consumer and corporate spending, have resulted in strong volumes across most sectors of commercial real estate services. This rapid return to pre-COVID transaction volumes, coupled with our excellent work on our efficiency projects, have combined to produce exceptional first-half results, both in revenue and EBITDA. As we look to the back half of the year, we do expect the structural dynamics to remain. However, we are being cautious in our full year view due to three main factors. First, the pandemic continues to be extremely fluid and uncertainty remains high as we've seen some countries experience ongoing cycles of lockdowns and delayed reopenings. Second, we believe some of the activity we have seen year to date was attributable to pent-up demand as occupiers and owners acted on previously delayed decisions. The property recovery and near-term fundamentals across sectors remains uneven as we continue to observe a mix of strong performance in certain sectors, weak performance in others, and varying degrees in between. Lastly, while we expect the strong capital market performance to continue, we do have tougher comparisons in capital markets in the fourth quarter this year, given our relatively stronger performance last year as activity began to pick up. Taking all this together, it is clear that our 2021 full year performance is anticipated to exceed our expectations from earlier this year. We currently expect total consolidated revenue to grow in the 12 to 16% range year over year. We anticipate brokerage revenue to grow more than 30% for the year, while non-brokerage is anticipated to grow in the mid single digits. Due to strong brokerage growth and our transformation initiatives, Adjusted EBITDA margins are anticipated to be well above 2020 levels, approaching the margins we achieved in 2019, which equates to adjusted EBITDA of $660 million to $710 million for the full year 2021.

Thanks, Neil. And before I hand the call back to the operator for Q&A, I'd like to provide a few comments on our planned CEO succession announcement, which you saw today. When I began my work here over seven years ago, I started on a journey with our team to build one of the world's leading commercial real estate services firms, and I am really proud to say that that is exactly what we as a team have accomplished together. I joined the firm as executive chairman, and given the firm's strong performance and bright future, now is exactly the right time for me to return to that role and announce a planned executive transition. I am really excited to share that John Forrester, who most of you know, Cushman & Wakefield's global president, will become CEO effective January 1, 2022. As executive chairman, I will continue to participate in our quarterly earnings calls. I'll continue to lead strategy, M&A, and succession planning alongside John. John has been the greatest of partners and an exceptional leader for us for many years. He's a much admired and respected leader both inside our firm and across the industry. His high level of integrity, exceptional work ethic, deep client knowledge, and many, many global relationships makes him the obvious choice as our next CEO. I am so very grateful for the partnership I've had with my Cushman and Wakefield colleagues and with many of you listening to this call. I look forward to our continued work together, our continued growth and transformation of Cushman & Wakefield as a distinguished firm with the greatest integrity and the brightest, most innovative people serving the world's most interesting and prestigious clients. Please join me in congratulating John on this well-deserved promotion. And with that, I'll turn the call back to the operator for Q&A. Operator?

We will now begin the question and answer questions. To join the question queue, you may press the option 1 on your telephone keypad. You will hear a tone acknowledging your request. If you're using a speakerphone, please pick up your handset before pressing any keys. To withdraw your question, please press star then Q. We'll pause for a moment as callers join the queue. The first question comes from Anthony Pallone from J.P. Morgan. Please go ahead.

Thank you, and congratulations to John. My first question is, looking at your guidance for revenue and EBITDA and the comments around, you know, kind of where that stands relative to 2019. If I just take the midpoint of your revenue, you know, puts you just a few percentage points below 2019 levels and, you know, similarly a little bit below 2019 in EBITDA. It seems like since then you've done the $250 million in cost saves. So just wondering if you could help with a little bit of a bridge in terms of you know, what some of the offsets may have been.

Sure. Neil?

Yeah, sure, Tony. Yeah, happy to help you there. You know, as we look, as you say, we've been incredibly pleased with the cost savings. We've been able to take out of $125 million this year and $125 million last year. So that really does help us. We've also seen some nice strong flow through from brokerage. So that also has helped margins. As we look out, a couple of factors are basically playing against that. Number one, we've got the increase in our short-term incentive programs, our bonus programs. So those will be up this year as a result of the strong performance. So that creates some headwind. We also, in terms of capital markets, have some higher comps in the back half of the year. And so that will play into the back half. So as we look at the full year, we'll see a more evenness between the EBITDA in the first half and the second half of the year. And then, you know, finally, as we look at the overall mix of the portfolio, we do have about half of our revenue comes from lower margin recurring revenue. That's been very helpful, and we really do like that part of the portfolio because it grew very nicely throughout the pandemic. So over the last two years, we've seen, you know, solid mid-single-digit growth. So as we get back to the same levels of revenue, the portfolio mix changes slightly with more of the lower margin revenue. And so that does... caused the margin to be slightly lower as compared to 2019. The good news is we are seeing brokerage come back, and we do expect that brokerage recovery to continue. And so as that brokerage recovery comes back, we're not there yet, but as it comes back, we'll see the margins increase to above where they were in 2019, but not in the next six months.

Okay. But when you look out then beyond 2021 and maybe a more normalized mix, I mean, should we start to think about just a bit of a step up in margins compared to where you were back in 2019? Because in early 2020, when you laid out some of the operational changes that you were putting in place, it seemed like there was going to be a real bump up in margins. And I can understand that being delayed. I just want to try to see if that's still on the table or if we're just back into this low 11s range.

No, we do see margins stepping up as we look out. We are not providing any guidance at this point or any sort of indication on what 22 looks like, but certainly the permanent costs out do help us. Offsetting those permanent cost outs, you do also have natural increases in the business, so that offsets that slightly, but we do expect margins to increase certainly as we look out over the next few years as a result of those permanent cost savings.

Okay. And then just the other item, just maybe for Brett, you know, I know the office business has been muted, but if there is a backlog building of leasing, is there any way to, you know, frame kind of what that could mean if and when that starts to clear?

Sure. Tony, I think, let me characterize it this way, and again, there's a lot unknown. So, I can frame in the best I can, but we're looking at a very fluid situation. But here's what we know for sure. We know that the office leasing recovery is going to be quicker than what we thought it would have been even six months ago. That is now clear to us. And that's really a result of the fact of very strong GDP coming through, the stimulus that's in the economies, and the job growth that we are beginning to see and will continue to see going forward. We believe that full recovery to the office markets is in the relative near term. It's not out three years from now. It's not out four years from now. It's something much quicker than that. And we know that based on the activity we're seeing in the markets today, and you heard us talk about touring activity, which is a terrific leading indicator for leasing revenues, it's up 80%. So people are active in the marketplace, looking at space and do what they do. Now, office leasing revenues don't happen overnight. You all know that. And so a tour that's happening today may turn into revenues end of this year, early next year. But we're now much more confident that, as Neil referenced, that snow on the mountain, which is office leasing, which is one of our richest business lines and one of the biggest producers of profit for the firm, which has not been realized yet, and notwithstanding this great performance, is there for us. And so the question is, and what you're really asking is, when does that snow melt? When does that flow through the P&L? Again, I would say likely sooner than we thought six months ago. And I would expect to see office leasing begin to pick up back half of this year and next year. And I do think that, again, it's a big business line. And so as it does pick up and as it does begin coming through, it should come to a rich margin.

Great. Thanks for all the callers. The next question comes from Vikram Mohotra from Morgan Stanley.

Please go ahead.

Good evening. Thanks for taking the questions. I just want to go back to the EBITDA kind of cadence or trajectory from in the second half. I know this is sort of an unusual year. You've seen a rapid snapback in 2Q, but typically you see, you know, correct me if I'm wrong, but 40-50% of the profits being made in mostly the fourth quarter, some in the third. And so I'm wondering just how, you know, and it's not atypical that you see, you know, higher bonuses, et cetera, also in the period historically. So I'm just wondering how much of this is conservatism? How much of it is a view that, I know you mentioned tougher comps, how much of it is that, you know, the pandemic just may flow leasing or capital markets? And then can you just clarify, as you said, into 22, do you assume a normalized proportion of EBITDA in 2022?

Neil, let me hit it first, and then I'll hand it to you to give the details. I think, look, I think what you're dealing with, let me put this in context, which is just four months ago, this industry was looking at 2021 and 2022 very, very differently than we are today. And you've heard that now on every earnings call in the industry. We all now are, I think, being very clear that this recovery is happening much more quickly and much stronger than we expected, which means that the recovery of all of our P&Ls is going to happen much more quickly than we thought. So that's the good news, and that's obvious and it's clear, and we all see that. We've just been through a really interesting 15 months, and I think for all of us it tempers our forecast and it tempers our outlook. As Neil said, our outlook is tempered by three unknowns. Now, if those unknowns don't occur, if the Delta variant goes away, if the pent-up demand that's in the numbers is less than we thought and more of this is structural, we're going to do better. But we've, I think, tried to balance the fact that we really, really like what we're seeing. Things feel really good right now, but we've been through a period of unexpected surprises. which I think for all of us in the industry is tempering the way we are talking about and forecasting the coming quarters and in a couple of years. Neil, do you want to jump into that and do a better job than I did?

Brett, I think you did a great job. Vikram, I think you also outlined it very well. You know, we've been very pleased with what we've seen in the first half. As Brett said, the recovery has been much faster than we thought. We are just being cautious as we look to the back half. As we said, COVID is still very fluid, so that's something to consider. If we see the continued recovery at the pace at which we've seen it, then I think we are very optimistic about the back half of the year. The only numerical thing to consider is that we did begin seeing the capital markets recovery in the fourth quarter of last year. So as we come through the year, we will be up against that as we hit the fourth quarter. Other than that, I think we're just being cautious because of the uncertainty, but feel very good about the business. And at this point, there are no expected structural changes to what we're seeing in this recovery.

I just maybe want you to clarify that a bit for us because I was under the impression 4Q is actually an easy comp. Like you were still seeing declining cyclical businesses, cyclical revenue, overall transaction volume globally was still weak as well as leading. So is it one specific business line you're saying makes it a tough comp?

Well, if you think about it, capital markets last year, second quarter was down 50%. Third quarter was down 35%. So fourth quarter, yes, was down, but it wasn't down anywhere near what we saw in the second or third quarter last year. So while yes, it was down, we don't have anything near the comp that we've had in the first half of this year. So that really is what I'm pointing to when I talk about the fourth quarter.

Oh, God, the relative trajectory, I get it. And then I should obviously congratulate John, but I guess, Brett, I wanted to, you mentioned you'd be involved in broad strategy, and you talked about continuing to fill white space So I guess, can you just walk us through, as you look kind of 12, 18 months out, what are the areas that you're really focused on in filling white space?

Sure. I'd be happy to. And so we're, as you know, and all the callers know, we're very active all the time in the Intel M&A world. We've talked about, first, in terms of verticals, we've talked about four verticals that we're keenly interested in right now, industrial logistics, healthcare, data centers, and life sciences. And so looking at businesses that service those verticals, people that transact in those verticals are a high priority for us. And we have a number of specific global initiatives in place that all of our regional chief executives are ventured in together to invest in specifically those verticals and people that service those verticals. In addition, we continue to look at the onboarding of key brokerage talent across the major markets, and I would say this is primarily focused in the larger markets in the U.S., EMEA, and Asia Pacific. We don't put PR releases out on all the teams we're hiring, but I can tell you that, for instance, in the last year and a half, we built from a standing start, I think, the leading now capital markets team in Australia and New Zealand, and they're working on some of the largest deals and have closed some of the largest deals in those marketplaces over the last year. We are also very interested in verticals around project management, project development, and other recurring revenue verticals across the company. So really active in that space. We're also, I would say, quite interested, quite active in looking at how we, maybe not through acquisition, but how we partner or perhaps joint venture with leading technology firms as it pertains to servicing our largest enterprise clients. And this is around workplace AI, workplace management. We spent a lot of time in this area, and I think you'll find that, and we'll be talking about this in later quarters, some of the investments we're making in that area, some of the work we're doing there is actually quite exciting and should be quite meaningful to our ability to capture share going forward. So an awful lot going on in that area. The last thing I'd mention is we've spoken before around our desire to be a major player, particularly in the U.S., in commercial mortgage debt advisory. We've got a lot going on there, and we're spending a lot of time looking at how we best enter that business, and I think that's stuff you can look forward to in the future as well.

That's great. I just want to quickly get your thoughts on one more, this last question. In PM and FM, we talk a lot about the office side in terms of outsourcing. I'm just wondering on the industrial side, if you have more and more automation logistics changing the boxes itself and bring them closer and closer to communities, is there an opportunity for Cushman in the PM-FM business, specifically in industrial?

Great question, and it's a nice softball, and thank you for that, and I'll explain why. Interestingly, in the combination of the three firms, DTZ, Cassidy & Turley, and Cushman & Wakefield, the Cassidy & Turley property management business was heavily, heavily weighted to logistics. Back five years ago, six years ago, when we were putting these businesses together, that was good. It was interesting, but we really saw building the office side out as a really key priority. As years have gone by, we've continued to be a leader, if not the leader, in industrial property management. We also, by the way, do a huge amount of facility services in industrial. So it's a big vertical for us and something that we're already very active in and earning lots of share in that space. It's something we've been very, very good at for years. a long time, and this is the case, I think, of the market coming to us, and we're glad it did.

Great. Thanks so much, and congrats on your role in John as well. Thanks.

The next question comes from Doug Harter from Credit Suisse.

Please go ahead.

Thanks. Can you talk about the – the level of activity for new proposals to win clients on the property management side and how that's been progressing over the past couple quarters?

Sure. So as always happens in a recession, so I'm going to take you back a year, then I'll answer the question about today. What happens during a recession is those really slow down because clients tend not to switch vendors when things are scary in the marketplace. And we saw That's both good news and bad news. We saw last year very little switching in the PMFM space. As things have begun to improve, the opportunity to pitch and win new business is picking up. And I would say that of all of our business lines right now, property management is one of the stellar performers for us in accreting share. And particularly right now in the U.S., our property management business is doing better today than it's ever done. There's a lot of activity in that world. And there's a real, not surprisingly, there's a real continued consolidation in the property management world, which by the way, historically has been a bit more fractured, a bit more fragmented than say the outsource leasing world or SM world. Property management is It's kind of that stage now where we're really getting into serious consolidation down to a small number of very, very large vendors, of which we're one. So the activity is good. In property management, the other thing I would say is that many times, property management contracts don't change unless the asset sells. And as we're now seeing more assets selling, we're beginning to see more asset contracts move. That, of course, plays right in the hands of big firms like Cushman and Wakefield because our capital markets brokers are doing those deals, and there's a real synergy there, opportunity there to pitch those clients in their due diligence phase new property management contracts, which we're very good at. So, yeah, property management, a lot of activity in that space. Really happy about what we're seeing, and for us, a real standout.

Thank you. You bet. Once again, if you have a question, please press star, then 1.

The next question comes from Andrew Razivich from Wolf Research. Please go ahead.

Hey, thanks for taking my question. And by the way, thanks for putting out an EBITDA guidance. I think the industry would do a lot better if they put out numbers like you did, so thank you. I did want to ask, though, if you look at the numbers, You can see where expectations are for the second half of the year. I'll give you a bear case that I think I and other analysts may face in the next 24 hours. If you do the bottom of your EBITDA range, it's actually 50-50 first half versus second half. If my math is right, it actually implies no EBITDA growth off of the second half of last year. So maybe if I could ask, what kind of conditions would have to exist for you to end up at the bottom end of your range? Neil?

Yeah, great question. And, you know, that's why I would encourage you to, you know, the tone of our guidance is positive and optimistic. We have been cautious because of what we're seeing in the market. If COVID were to flare up, if offices were to close again, if we were to move back into lockdowns, That's when you start seeing numbers at the low end of the range. That's really helpful.

Thank you. Sorry, go ahead.

No, all good. Thank you.

No, please go ahead. Yeah, no, that's what I was thinking. To have those numbers at the bottom, you'd need another lockdown. That's what I wanted to check. But anyway, please go ahead.

Exactly. And we do still expect the back half EBITDA to be greater than the first half. You know, you mentioned it would be 50-50. We still expect the back half to be higher, but just not at the same levels that we saw in 2019.

Sure. No, that's consistent with other commentary. And then I had one more. Your gap earnings were pretty good for the quarter. The acquisition-related cost and efficiency initiatives came way down on a year-over-year basis. Is that in any way a forward indicator that that adjustment may be reduced going forward?

Yes, some of our gap adjustments relate to our merger, which happened three years ago, and so you're going to see that roll off over time. We also did do a lot of integration work two years ago, bringing the three companies together, and those costs also will no longer continue. So you will see those adjustments drop over time.

Got it. So this is an anomaly. You're going to see a decrease gap in and adjusted become closer and closer to each other.

That's correct, yes. Great. Thanks for your help.

This concludes the question and answer session. I'd like to turn the conference back over to Brett White for any closing remarks.

Terrific. Well, thanks, everybody. We're really excited about the trajectory of the year, excited about what the year is going to bring. I look forward to talking to you at the end of the third quarter with further updates.

This concludes today's conference call. You may disconnect your lines. Thank you for participating and have a pleasant day.