Marcus & Millichap, Inc.

Greetings and welcome to the Marcus and Milla Chaps first quarter 2023 earnings conference call. As a reminder, this call is being recorded. It is now my pleasure to turn the conference over to your host, Jacques Cornet. Thank you, sir. You may begin. Thank you.

Good morning and welcome to Marcus and Milla Chaps first quarter 2023 earnings conference call. With us today are President and Chief Executive Officer, Hossam Najee, and Chief Financial Officer Steve DiGennaro. Before I turn the call over to management, please remember that our prepared remarks and the responses to questions may contain forward-looking statements. Words such as may, will, expect, believe, estimate, anticipate, goal, and variations of these words and similar expressions are intended to identify forward-looking statements. Actual results can differ materially from those implied by such forward-looking statements due to a variety of factors, including but not limited to general economic conditions and commercial real estate market conditions, the company's ability to retain and attract transactional professionals, the company's ability to retain its business philosophy and partnership culture amid competitive pressures, the company's ability to integrate new agents and sustain its growth. and other factors discussed in the company's public filings, including its annual report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2023. Although the company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can make no assurance that its expectations will be attained. The company undertakes no obligation to update any forward-looking statement whether as a result of new information, future events, or otherwise. In addition, certain financial information presented on this call represents non-GAAP financial measures. The company's earnings release, which was issued this morning and is available on the company's website, represents a reconciliation of the appropriate GAAP measures and explains why the company believes such non-GAAP measures are useful to investors. This conference is being webcast. The webcast link is available on the investor relations section of our website at www.marcusmillichap.com, along with the slide presentation you may reference during the prepared remarks. With that, it is my pleasure to turn the call over to CEO, Assam Najee.

Thank you, Jacques. On behalf of the entire Marcus Millichap team, good morning, everyone, and welcome to our first quarter 2023 earnings call. As anticipated, MMI faced a challenging first quarter due to the market disruption caused by the Fed's interest rate shock. The repricing of real estate and ensuing bid-ask spread was exacerbated by bank failures, which elevated lender caution and further reduced liquidity during the quarter. Revenue came in at $155 million, resulting in adjusted EBITDA loss of $7.4 million and net loss of $5.8 million. Expensing of capital invested in various growth initiatives over the past several years, particularly talent acquisition and business development, pressured earnings significantly. Revenue production was hampered by a general lack of investor motivation to sell, had reduced prices and elevated uncertainty Reduced loan values and frequent repricing of debt by many lenders challenged our key metrics, including an increase in our died deal ratio and extended marketing and closing timelines. These forces impacted all business segments and price points, but were pronounced in larger transactions as many institutions remained on the sideline and many private investor deals priced above $10 million simply did not pencil out. First quarter sales transactions in the broader market fell by an estimated 46%, with a volume decline of 55% to 60% based on preliminary data from Real Capital Analytics and CoStar. This marks the second consecutive quarter of severe decline in trading activity, which reflects the broad nature of the current market dislocation. Marcus Millichap's brokerage transactions declined 40% for the quarter, and reflect execution of nearly 1,300 brokerage transactions, which is a testament to our team's creativity and commitment to help clients execute even in a tough market. Our results was particularly impacted by larger sales, which had posted outsized growth over the past few years and therefore had a very tough comparison. Private client revenue fell 44%, while revenue from middle market and larger sales declined 63% and 70%, respectively. For perspective, revenue from these two segments priced at $10 million and above combined had grown by 134% in the first quarter of 2022. The firm's IPA division, which primarily serves institutional investors, is fully engaged in providing opinions of value and advisory work to help these clients navigate challenging market dynamics. We believe the integration of IPA with our core private client business to be a major differentiator and a clear advantage when capital flows resume. Our team will be well positioned to gain new relationships and market share in their recovery. On the private client side, our brokers are highly focused on creative solutions to get deals done for sellers with motivation and realistic price expectations. These include seller financing, equity expansion, and executing 1031 exchanges. The company's financing revenue declined 40% as sources of financing became more restricted due to contagion fears. Decisive actions and messaging by the Fed and Treasury alleviated these fears to some degree. However, virtually all lenders have taken a more cautious stance. Our financing team still closed 279 transactions with 142 separate lenders in the quarter, reflecting the skill, tenacity, and access our team brings to investors even amid the Fed-induced liquidity titan. We believe that the eventual passing of the perfect storm currently impeding sales and financing will lead to higher volumes as the market works through repricing and normalization of credit conditions. We are positioning MMI to reach new milestones in that recovery through the actions and strategies we're currently implementing. These include a continued focus on training, internal communication and best practices sharing, all of which is there to support our sales force while leveraging our real-time research to help investors with strategy and execution. Our commitment to being a trusted advisor may not lead to transactions in the near term, as many of our clients elect to postpone trades. However, partnering with them during these times will lead to a stronger bond and more business as the market recovers. This is not a new approach for MMI. Rather, it is a page out of our own playbook from every significant market downturn, which resulted in above-average growth and new milestones in recovery cycles. To this end, we're tightly balancing cost controls with critical investments that keep MMI on offense. The reduction of force executed in December lowered our expenses going into this year, and we continue to strategically prioritize costs. These include investments in proprietary technology enhancements that directly drive leads and revenue, expanding our auction platform, which has been off to a great start, heavily promoting our loan sales division to lenders and potential investors in loan pools, and sustaining the company's presence at key industry conferences and signature client events. We believe all of these are very critical. Additional expense cuts in select areas are being executed. However, we believe sustaining current support levels is critical to helping our sales force remain in front of clients and respond to their elevated information needs. Taking a long-term view, we'll weigh on our financial performance in the near term, but again, we'll pay great dividends in the recovery. To accelerate external growth, management is aggressively pursuing talent acquisition to build on some key hires made in the first quarter. Our ongoing success in attracting experienced individuals and teams in both financing and brokerage continues to offset the elevated dropout of newer professionals due to market conditions. The first quarter's more challenging environment added to the difficulty new brokers and originators are experiencing in generating revenue. The inflow of new candidates, particularly from other sales professions, also faces the market headwind. None of these obstacles are deterring our commitment and actions to reach a wider candidate pool and grow the sales force. Our multi-pronged strategy of traditional organic growth, experienced professionals and team additions, and strategic acquisitions remains intact. In fact, the pipeline of experienced prospects continues to grow, and we're encouraged by active discussions with some quality M&A targets. Now, looking forward, the timeline for the market recovery has pushed out, largely due to the bank failures and further tightening of capital availability. We remain cautiously optimistic that continued moderation of inflation rates and the likely end of the Fed tightening cycle as messaged this week, will bring clarity to the market. As we shared on our last call, we believe investors will also regain confidence with visibility on the depth of the labor market slowdown. As the effects of higher interest rates work through the economy, we should continue to see a deceleration of job growth as opposed to severe net job losses. This is critical for real estate demand. It may take a few more months for this to emerge, which should coincide with more price adjustments setting the stage for improving trading activity. The volume of maturing real estate loans and pressure on the banking system are understandably concerning many investors. Maturing loans face a major price correction in some categories, but it is critical to remember that most property types, with the exception of office, have experienced robust rent growth and strong fundamentals over the past five to seven years. When this year's maturing loans come to market, many properties will undoubtedly require fresh equity and restructuring to varying degrees. Lenders and the Fed appear to be focused on working with borrowers as opposed to offloading these loans at a discount. Let me also point out that the banking system as a whole has substantially more liquidity going into the pandemic. This liquidity level has further increased in the last two years. This is a stark difference to the 2008-2009 period when bank liquidity prior to the Great Recession was at a fraction of current levels. We have the balance sheet to be prudently offensive as a company during this market dislocation, while at the same time continuing our strategy to return capital to shareholders. This is being executed through our semi-annual dividend and extended stock repurchase program announced yesterday. The entire Marcus Millichap team is committed to leveraging this difficult time to build client relationships and harvest the pent-up demand that will undoubtedly fuel growth in the recovery. With that, I will turn the call over to Steve for more details on the quarter. Steve?

Thank you, Hassam. Before delving into the details, I want to provide some historical context. If you recall, the first quarter of 2022 was a record first quarter, and the fourth best overall quarter in the company's 52-year history, where revenue increased 74% over the first quarter of 2021, creating a high watermark and even tougher comparable for Q1 2023. The outsized results a year ago were driven by an urgency in the marketplace to transact in anticipation of rising interest rates. Today's market conditions are much different and reflect 10 consecutive rate increases totaling 500 basis points, as well as the failure of three regional banks in recent weeks that has tightened credit markets significantly. With that as a backdrop, let's move to first quarter results. Revenue for the quarter was $155 million compared to $319 million in the prior year quarter. Breaking down revenue by segment, Real estate brokerage commissions for the first quarter were $135 million and accounted for 87% of total revenues, compared to $287 million last year, a decrease of 53% year-over-year. This represents total sales volume of $7.1 billion across 1,279 transactions, which is down 59% and 40%, respectively. To again add perspective, the $17 billion in sales volume in the first quarter of last year was far and away the largest first quarter in our history. Average transaction size was approximately $5.6 million, down from $8.1 million a year ago, reflective of the mixed shift to fewer active institutional buyers given the current market environment. Within brokerage, our core private client business accounted for 67% of brokerage revenue, or $91 million. This compares to 56% and $161 million last year. Our middle market and larger transaction segments, which have accounted for outsized growth over the past couple years, together accounted for 29% of brokerage revenue, or $40 million, compared to 42% and $120 million last year. Many institutional buyers remained on the sidelines in Q1, waiting for clarity on interest rates and pricing before reentering the market. Revenue in our financing segment, including MMCC, was $16 million in the first quarter, compared to $26 million last year. Fees from refinancing and recapitalization accounted for 46% of loan originations for the quarter, compared to 52% last year. driven by the sharp rise in interest rates during the past year. In the quarter, we closed 279 financing transactions totaling $1.7 billion in volume, compared to 520 transactions for $2.7 billion in volume in the prior year. Despite market conditions, the average transaction size in the financing segment increased 21% over the prior year, driven by the addition of top talent in our institutional capital markets group. Other revenue, comprised primarily of consulting and advisory fees, along with referral fees, was nearly $4 million compared to $6 million during the first quarter last year. Moving on to expenses for the first quarter, total operating expenses were $171 million, 38% lower than a year ago, primarily as a result of lower variable expenses directly attributable to revenue. Cost of services was $95 million, or 61.6% of total revenue, flat on a percentage of revenue basis with the first quarter of 2022, despite lower revenue. In challenging markets like this, a larger share of revenue is generated by more senior producers who have the skill and expertise to complete deals. SG&A during the quarter was $72 million, a decrease of 3% year-over-year, primarily due to lower employee compensation expense tied to company performance, largely offset by expensing of investments in talent acquisition and retention, as well as new business development and client marketing support. The headcount and expense reduction actions taken in December benefited us in the quarter, as they will throughout the year. The combination of lower revenue and proportionally higher operating costs resulted in a net loss of $5.8 million, or 15 cents per share, compared to net income of $32.8 million, or 81 cents earnings per share, in the first quarter of 2022. For the quarter, adjusted EBITDA was negative $7.4 million, compared to a positive $51.9 million in the prior year. The effective tax rate in the quarter was unusually high compared to our historical range, primarily due to the amount of expenses that are non-deductible for tax purposes in relation to lower pre-tax income for the full year. Over the long term, we would expect our effective tax rate to return to the normal range in the mid to high 20s, but for the remainder of the current year, we will likely experience rates similar to or even greater than what we saw in the first quarter. Moving to the balance sheet, we remain extremely well capitalized with no debt and cash equivalents and marketable securities totaling $431 million. The decrease in cash during the quarter was expected due to seasonal outlays for current and deferred agent commissions, performance-based management bonuses for 2022, investments made in talent acquisition and retention, and share repurchases. The deferred commission outlay was larger than usual given the record revenue performance over the past two years. During the quarter, we declared a semiannual dividend of 25 cents per share, representing a total of $10.3 million that was paid in the first week of April. In addition, we repurchased approximately 560,000 shares of common stock at an average price of $31.73 per share for a total of $17.8 million. Since initiating our stock repurchase program mid-last year, we have repurchased approximately 1.8 million shares at an average price of $32.88, or $60 million in total. Yesterday, we announced that the Board has authorized an additional $70 million for future stock repurchases. Combined with our remaining open authorization, we have up to $80 million available to repurchase stock under the program, which provides valuable optionality to take advantage of near-term market dislocations. We remain committed to a balanced, long-term capital allocation strategy. This includes a combination of investing in technology, recruiting and retaining the best-in-class producers, and strategic acquisitions, while returning capital to shareholders through dividends and stock buybacks. As we look ahead, we expect current market headwinds to persist through the second quarter, with improvements gradually emerging in the latter half of the year, albeit at a slower pace than what was anticipated when we last spoke in early February. The onset of the regional banking issues in recent weeks likely has pushed out the recovery timeline as markets need to adjust to even tighter lending requirements and reduced credit availability. However, the Fed commentary earlier this week seemed to signal that they are ready to pause further rate hikes, which begins to provide some clarity. Cost of services for the second quarter will follow the usual pattern and be sequentially higher than the first quarter. SG&A is expected to be largely in line with the first quarter on an absolute dollar basis, reflecting the benefit of cost actions taken previously. We remain focused on cultivating client trust, pursuing strategic growth opportunities, and driving operational excellence through best practices with our sales professionals and corporate support staff. The investments we have made and continue to make will position us to return to strong growth as market conditions improve. With that, operator, we can now open up the call for Q&A.

Thank you, sir. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate that your line is in the queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions. And the first question comes from the line of Blaine Heck with Wells Fargo. Please proceed with your question.

Great. Thanks. Good morning out there. So you guys clearly have a great vantage point into the investment sales market and recent trends. So I wanted to ask for a little more color on what trends you might be seeing and which deals are most likely to trade in this environment from a real estate sector standpoint, a geographical region standpoint, and You know, any other characteristics like in-place debt or others that might be important? I guess just where's the sweet spot in the market for getting a deal done today?

Good morning, Blaine. There is a lot of variation across the country and by property type. What's unusual is the drop-off in multifamily trading activity today. because multifamily for so many years has been the darling of the industry and the most stable asset class during market disruptions. What's happened there is the gap between the interest rate shock and the rapid and dramatic increase in the cost of debt versus the lowest cap rates in the industry that were basically held by apartments and industrial properties. And those, ironically, had the biggest shock in valuation resets and maturing loans having the challenge of having to secure new debt in this environment. So that really affected the trading volumes in an unusual way. But I will tell you that we are starting to see stabilization and we're starting to see very creative financing solutions that are restarting transactions, at least coming back into the pipeline. Might be a while before they close. And that comment is really about many of our deals that got postponed or canceled during the first quarter on the multifamily side. From an institutional perspective, multifamily has always been hit, has also been hit very hard because of the pencils down approach really starting in the fourth quarter, but showing up in the numbers significantly in the first quarter. Lots of institutions are just completely recalibrating the buy-sell decision based on the same factors that I talked about, but at a larger scale, of course. And in looking at the other property types, what's interesting is the interest in retail is as strong as ever. Our trading activity on retail was down significantly as well, but because retail is far ahead of any other product type in the reinvention and reimagining that's been going on for 10 plus years because of e-commerce, it's in a whole different space now than it was even three or five years ago, both on the multi-tenant side and ongoing demand on the single-tenant side. where private investors are simply putting in more equity, leveraging less because of interest rates, keeping their options open to refinance later, and still fetching the investments that they want. Now, there is clearly a badass spread across the board that isn't unique to really any property type. And other areas of strength to mention, Blaine, are hospitality. very comparable to multi-tenant retail coming out of the pandemic and now really showing sustainable recovery, especially on the consumer side, not so much on the business travel side just yet, and self-storage holding up very strongly, relatively speaking, that is. But one universal comment that I will make is that there's no shortage of capital. We're starting to see price adjustments in the 10% to 15% range regenerating multiple tours, multiple offers, and the private capital side of the equation always finds a creative way to get a deal done when the price is right. The fact that financing is tight, the fact that rates are higher, doesn't really stop an entrepreneurial private investor or group to go after the asset they really want if the price is right. And that's a big if right now as the market goes through still a price discovery period. But it's encouraging to see so much interest and so much capital still in the marketplace, including new groups, by the way, that are forming funds. But we're not quite there yet on the bid-ask spread and the digestion of the interest rate shock. It's still really working its way through the market. Geographically speaking, of course, the growth areas of the country, Georgia, Florida, the Carolinas, Texas, Nevada, Arizona, continue to see in-migration, continue to see business formations and so on, and more of the urban areas are still lagging, especially, of course, on the office space usage. We're still seeing serious issues in San Francisco, downtown Chicago, downtown Seattle even, and, of course, Manhattan from that perspective. But hopefully that gives you a little bit more color on what's happening out there.

Yeah, absolutely. Very helpful. Thanks for all that color, Hassam. On the share repurchase front, where you guys have increased your allocation, can you just give us an update about how you're thinking about that relative to other opportunities for capital allocation? How do you think about relative pricing or yields with regard to where your stock is trading versus external acquisition opportunities and maybe when it makes sense to shift from one to the other?

I'll go first and ask Steve to weigh in as well. You know, those are, of course, very important considerations. We spent a lot of time thinking through them and discussing it with the board. To us, there is almost as important, if not slightly more important, bigger picture of driver behind this, and that is the fact that we've always wanted to get to a point where we have a very diverse and sustainable capital allocation strategy. We wanted the company to be in a position to be able to maximize shareholder returns, be on the offense on acquisitions. We know how important it is for us to accelerate our external growth and scale it as much as possible. And at the same time, be very strong defensively, be able to withstand any kind of a market turbulence, including the one we're experiencing right now, and at the same time have the firepower to keep investing in the platform. We know that the biggest return we achieve on an ongoing basis is investing in the platform, making our own sales force more productive, and, of course, adding more talent. We feel strongly that we're in a position to be able to do all of those things without really having to sacrifice one in favor of another. And that's why it's been important to us to find that balance and essentially create value for every one of those buckets, if you will. So that's my broader commentary. Steve, anything to add?

I think I would reiterate just that, that we look at between those three prongs of diverse capital allocation strategy, internal investment, M&A, and return of capital to shareholders. The strongest pull for us certainly is those internal investments, the greatest return there. M&A at the right price, and we can speak a little to that. You know, as we said on prior calls, you know, there has been and continues to be a bid-ask spread on that front. I think it's getting better or closing. That still leaves us with ample opportunity to return capital to shareholders. We have been active. We said when we initiated the program back in August of last year that we would be active participants where appropriate. I think we've done a good job at that, and I think we've done a good job at balancing those three, although on the M&A side, nothing to report as of yet.

Okay, great. That's very helpful. We noticed that you guys added a slide on commercial real estate debt maturities in your presentation this quarter and appreciate your earlier commentary on the topic, but can you give us a little bit more color on what you're seeing and hearing in terms of lender and borrower discussions around potential workouts for looming maturities or alternatively forced sales or distressed transactions? And also, you know, what sectors other than office seem to be seeing the most stress and which sectors appear to be best positioned?

Sure, Blaine. Yeah, we added that slide because we get so many questions about it and there's so much concern about maturing loans that we wanted to also kind of go one layer deeper and show the breakdown of rent growth over the past five years by property type. And looking at that chart, you can just immediately see the fact that the story is so different by property type, where industrial rents have increased almost 50%, apartment rents are up 35% over the past five years. Even hospitality and retail have posted 15 to 20% rent growth. Also, the fact that the values at the time of the issuance of these loans, five, seven years ago, were significantly lower than they are today, even with a price correction from our recent peak, let's say a year ago. So what is happening in the marketplace, the concern is really being overreaction to judging the whole book by the cover because of all the headlines related to office space. If you isolate the fact that office properties have had hardly any rent growth in the last five years and falling because renewal leases are signing back up for a smaller footprint at a lower rent or leaving low quality buildings in favor of the class A higher quality buildings, you can obviously conclude there's going to be major gaps in valuation and property operations as the office volume rolls over this year, which is, by the way, the largest segment of maturities for 2023, as shown on the top part of the chart that we added. So undoubtedly, there have to be rescue capital. There have to be some level of a price-reduced distress sale when it comes to office buildings. we're seeing a little bit of that stress, not nearly as bad, but nonetheless visible on the multifamily front where debt fund short-term loans that were underwritten very aggressively in the last three years are coming due. Thankfully, the agencies are very active, and in fact, we've been able to engineer a lot of bridge solutions and projects different creative ways to help our clients that have been facing those maturities on the multifamily side by having the Eisendrath team and other originators within MMCC and our IPA capital markets work with the agency solution much more than we've ever been able to do in the past. Part of that is a benefit from our partnership with M&T that we put into place a couple of years ago. So other than that, it's really case by case and varied by property type. We're not seeing as much distress as you would expect on the shopping center front at all. The shopping center front seems to have really repositioned itself much better. That's not to say there isn't issues on retail, there is, but they're not as bad as one might perceive. Lastly, what I'll say is what's incredible is that as many banks have left the market or priced themselves out, our originators are finding other sources of funding for private capital deals. Local and regional banks you've never heard of are stepping up because they have really good balance sheets in many cases. Credit unions are stepping up. And like I said in my formal remarks, almost 300 financing transactions closed in the quarter with 142 separate lenders. 60% of those were banks. So for every problem, there's a solution. And we're actively really working to find those creative ways to help our clients get through this, what feels like should be the worst of this market correction cycle. And hopefully we're seeing the bottom and seeing the foundation form for recovery.

Okay, great. Very helpful. Last one for me. We noticed a pretty significant decrease in the marketable debt securities balance on your balance sheet this quarter from around $253 million at year end to $133 million at March 31st. Can you just talk about that decrease, whether that was due to sales or maybe a reduction in the value of those assets?

Yeah, Blaine, this is Steve. Not a reduction in value. You know, from our standpoint, our investment portfolio, of course, investment grade very much managed in accordance with our stated charter that's reviewed both internally and with our board. Just we view or I view our cash balance in totality, cash as well as both long and short-term marketable securities. And in aggregate, that balance did come down during the quarter. An overwhelming majority of the change from 1231 was due to deferred payments related to outperformance over the last couple of years. We use, as I think you're aware, a deferred commission program where, A certain portion of the commissions are paid currently, and then another portion is deferred, is a great long-term incentive tool for folks, as well as the outperformance of last year, more recently, and variable comp paid to management. So we look at the cash balance in totality, nothing unusual there, no write-downs, and no need, and I know it's a big part of the news lately, but no need for us to be selling long-term assets in order to meet short-term needs.

All right, great. Thanks so much for all the time. Great. Thanks, Mike. Thanks, Mike.

At this time, there are no further questions. Now I'd like to turn the floor back over to the Marcus and Millichap management team for any closing comments.

Thank you, Operator, and thank you for joining our call. We look forward to seeing you on the road and look forward to our next earnings call. Call is adjourned.

Thank you, everyone. This does conclude today's conference. You may disconnect your lines at this time. Thank you for your participation and have a great day.