Investor Day 2020s22.q4cdn.com/.../2020/CWK-Investor-Day-2020_V_FINAL.pdf · 2020-03-10 · Cushman...

INVESTOR DAY 2020MARCH 10, 2020

CUSHMAN & WAKEFIELD

Cushman & Wakefield / Investor Day 2020 1

All statements in this presentation (and oral statements made regarding the subjects of this presentation) other than historical facts are forward-looking statements, which rely on a number of estimates, projections and assumptions concerning future events. Such statements are also subject toa number of uncertainties and factors outside Cushman & Wakefield’s control. Such factors include, but are not limited to, uncertainty regarding andchanges in global economic or market conditions and changes in government policies, laws, regulations and practices and other risks anduncertainties detailed in Cushman & Wakefield's periodic public filings with the Securities and Exchange Commission, including but not limited to itsAnnual Report on Form 10-K for the year ended December 31, 2019. Should any Cushman & Wakefield estimates, projections and assumptions orother uncertainties and factors materialize in ways that Cushman & Wakefield did not expect, there is no guarantee of future performance and theactual results could differ materially from the forward-looking statements in this presentation, including the possibility that recipients may lose amaterial portion of the amounts invested. While Cushman & Wakefield believes the assumptions underlying these forward-looking statements arereasonable under current circumstances, recipients should bear in mind that such assumptions are inherently uncertain and subjective and that pastor projected performance is not necessarily indicative of future results. No representation or warranty, express or implied, is made as to the accuracyor completeness of the information contained in this presentation, and nothing shall be relied upon as a promise or representation as to theperformance of any investment. You are cautioned not to place undue reliance on such forward-looking statements or other information in thispresentation and should rely on your own assessment of an investment or a transaction. Any estimates or projections as to events that may occur inthe future are based upon the best and current judgment of Cushman & Wakefield as actual results may vary from the projections and such variationsmay be material. Any forward-looking statements are only as of the date of this presentation and, except to the extent required by applicablesecurities laws, Cushman & Wakefield expressly disclaims any obligation to update or revise any of them, whether as a result of new information,future events or otherwise.

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS


We have used the following measures, which are considered "non-GAAP financial measures" under SEC guidelines:

i. Adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") and Adjusted EBITDA margin; andii. Local currency.

Our management principally uses these non-GAAP financial measures to evaluate operating performance, develop budgets and forecasts, improve comparability of results and assist our investors in analyzing the underlying performance of our business. These measures are not recognized measurements under GAAP. When analyzing our operating results, investors should use them in addition to, but not as an alternative for, the most directly comparable financial results calculated and presented in accordance with GAAP. Because the Company’s calculation of these non-GAAP financial measures may differ from other companies, our presentation of these measures may not be comparable to similarly titled measures of other companies.

The Company believes that these measures provide a more complete understanding of ongoing operations, enhance comparability of current results to prior periods and may be useful for investors to analyze our financial performance. The measures eliminate the impact of certain items that may obscure trends in the underlying performance of our business. The Company believes that they are useful to investors, for the additional purposes described below.

Adjusted EBITDA and Adjusted EBITDA margin: We have determined Adjusted EBITDA to be our primary measure of segment profitability. We believe that investors find this measure useful in comparing our operating performance to that of other companies in our industry because these calculations generally eliminate integration and other costs related to acquisitions, pre-IPO stock-based compensation, the deferred payment obligation related to the acquisition of Cassidy Turley and other items. Adjusted EBITDA also excludes the effects of financings, income tax and the non-cash accounting effects of depreciation and intangible asset amortization. Adjusted EBITDA margin, a non-GAAP measure of profitability as a percent of revenue, is calculated by dividing Adjusted EBITDA by Total service line fee revenue.

Local currency: In discussing our results, we refer to percentage changes in local currency. These metrics are calculated by holding foreign currency exchange rates constant in year-over-year comparisons. Management believes that this methodology provides investors with greater visibility into the performance of our business excluding the effect of foreign currency rate fluctuations.

Please see the Appendix to this presentation for reconciliations of our non-GAAP financial measures to the most comparable GAAP measures.

NON-GAAP FINANCIAL MEASURES AND OTHER FINANCIAL INFORMATION


AGENDA

Strategy Brett White, Executive Chairman & CEO

Financial Update Duncan Palmer, CFO

Q&A


CUSHMAN & WAKEFIELD TODAY

Leading position

We are a leading global real estate services firm that delivers exceptional value for real estate owners and occupiers.

Top-tier firm in the commercial real estate services industry.

Track record for delivering complex assignments.

Truly global platform with scale and service line capability.

TOP BRAND#2 in the Top 25 Commercial Real Estate Brands (The Lipsey Company)

IAOP’s Top 100 Outsourcing Firm

$8.8B 2019 REVENUE

53K EMPLOYEES

400OFFICES

4.8BSF MANAGED(1)

60COUNTRIES

FORBES2019 America’s Best Large Employers

Iconic brand recognized throughout the world.

#1 Global CRE AdvisorEuromoney

Top three firm in most of the world’s major markets(1)Includes wholly owned and equity investments


STRATEGIC ROADMAP

Client Experience

Data & Analytics

Operational Excellence

High-Performance Culture

• Solid industry fundamentals continue to drive growth• Leading market positions in key end markets • Global size and scale• Comprehensive real estate services business model• Breadth of services including substantial recurring revenue

• Industry-leading capabilities in acquisitions and integrations• Strong operator with proven ability to drive margin accretion• Creating a more nimble and efficient organization

• Fully integrated technology platform• Data driven insight for clients• Intelligent automation

• Leveraging experienced management team• Building a high-performance culture focused on inclusion, manager skills and

modernizing people management processes

Client-centric organization that delivers the value of the enterprise to each engagement

Disciplined focus on profitable growth combined with operating efficiency

Leverage our robust technology platform and key strategic partnerships

Attract, retain and develop the best people


Global GDP growth continues

Closely monitoring the potential impact of the coronavirus

Occupier demand for real estate services continues to grow

Institutional investors own a greater proportion of global real estate

Both owners and occupiers continue to consolidate their providers and demand robust global platforms

Global services providers create value in a fragmented industry

Increasing business complexity creates opportunities for innovation

Client Experience

INDUSTRY FUNDAMENTALS CONTINUE TO SUPPORT UNDERLYING GROWTH TRENDS


GLOBAL PLATFORM WITH SIZE AND SCALE

2019 Fee revenue ($m) $4,372 (68)% $1,099 (17)% $929 (15)% $6,400 (100)%

Adjusted EBITDA ($m) $500 (69)% $124 (17)% $100 (14)% $724 (100)%

Adjusted EBITDA margin 11.4% 11.3% 10.8% 11.3%

% Recurring revenue 44% 64% 33% 46%

% Recurring or highly visible revenue 83% 90% 80% 84%

Employees 32,500 14,500 6,000 ~53,000

Countries 9 12 37 ~60

Offices 235 59 108 ~400

Americas

$1,941 44%

$743 17%

$1,508 35%

$181 4%

Europe, Middle East and Africa

$700 64%

$105 10%

$180 16%

$115 10%

$308 33%

$182 20%

$251 27%

$188 20% $2,949

46%

$1,029 16%

$1,939 30%

$483 8%

Asia Pacific Consolidated

Property, Facilities & Project Management Capital Markets Leasing Valuation & Other RecurringHighly Visible

Sources: Historical financials per Company filings, including S-1 filing; statistical data per C&W Management

Client Experience


Client Experience

COMPETITOR LANDSCAPE

Narrow Broad

Glo

bal

Reg

iona

l

Scope of service offerings

Geo

grap

hy

Premium brands with global service offerings

https://www.google.com/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&cad=rja&uact=8&ved=2ahUKEwjUkJSekO3bAhWswFkKHUKSAY4QjRx6BAgBEAU&url=https://colorado.uli.org/sponsors/ngkfara-newmark/&psig=AOvVaw0mRYLdzqKLG-NHZyMxCu0v&ust=1529958106345334


Client Experience

A PLATFORM BUILT TO SERVICE CLIENTS IN ALL MAJOR MARKETS, GLOBALLY

O C C U P I E R S E R V I C E S O W N E R / I N V E S T O R S E R V I C E S

COMPREHENSIVE REAL ESTATE SERVICES BUSINESS MODEL


Client Experience

DIVERSIFIED BUSINESS WITH SUBSTANTIAL RECURRING REVENUE

Americas68%

APAC17%

EMEA15%

46% of Fee revenue is recurring, 84% is recurring or highly visible

Fee Revenue by Segment (2019) Fee Revenue by Service Line (2019)

Leasing30%

Property, Facilities & Project Management

46%

Valuation & Other8%

Capital Markets16%

Recurring1

Highly Visible2

1 Recurring revenue includes Property, Facilities & Project Management; 2 Highly visible includes Leasing, and Valuation & Other

Recent In-Fill M&A in Recurring1 Service Line


INDUSTRY-LEADING CAPABILITIES IN ACQUISITIONS AND INTEGRATIONOperational

Excellence

M&A Track Record M&A Opportunity and Strategy

• Demonstrated track record of accretive M&A and broker onboarding

‒ Acquisitions since merger performing at or better than underwriting case, in aggregate

‒ Differentiated integration capabilities yield material value through synergies

• C&W is a preferred buyer due to unique position of robust global platform with additional whitespace to fill across geographies and service lines

• Recently executed transactions include:

‒ Greater China PM/FM1 Joint Venture

Formed JV for commercial PM/FM services with Vanke Service, a leading provider in Greater China, adding ~700 million square feet under management

Creates the largest commercial-focused PM/FM firm in Greater China with national capabilities and expertise across multi-national and local clients

‒ Pinnacle Property Management

National US provider of multifamily property management services

Manages 169,000 units across 839 properties for institutional, private and foreign investors

26 In-Fill M&A Deals

2014

2020

NSW Valuations

Long Island

1 Property & Facility Management


STRONG OPERATOR WITH A PROVEN ABILITY TO DRIVE MARGIN ACCRETIONOperational

Excellence

20141 - 7.4%

2019 - 11.3%

2014 – 2017

2018 – 2019

2020 and beyond

Adj. EBITDA Margin

+145bps

Integration and processes efficiencies• Identified best-in-class service line and market leaders • Integration of back office - began standardizing back office process and

partnered with leading Business Process Outsourcer to reduce functional costs

• Implemented contemporary, cloud-based HRIS and ERP systems (Workday)

Drive margin accretion through:– Organic growth with favorable incremental margins– Completed in-fill / whitespace acquisitions with attractive margin profile– Continued operating efficiency through high return initiatives

2020+Continued

margin accretion:

2020 75bp+ at midpoint of guidance

Strategic realignment and continued margin expansion:– Enhance nimbleness and agility in market - a leaner, faster organization– Organic growth at higher incremental margins– In-fill / whitespace acquisitions with higher margin revenue– Executing discrete and continuous improvement initiatives driving

enhanced operating efficiency– Management track record of delivering margin accretion

(1) – DTZ/CT/CW

+250bps

20171 – 9.9%


A LEANER, FASTER MORE EFFICIENT ORGANIZATIONOperational Excellence

EXECUTING STRATEGIC REALIGNMENT

• Streamline organization to better match our service model to client buying behaviour in order to deliver more services

• Enhance nimbleness and speed in the marketplace both in terms of how we serve our clients and how we operate our business

• Improve efficiency of operating units and further optimize the business functions (HR, IT, Research, Marketing, Legal, Finance)

• Rigorous spend management through enhanced center-led capabilities


LEVERAGING FULLY INTEGRATED TECHNOLOGY PLATFORM

DELIVERING DATA DRIVEN INSIGHTS TO CLIENT

Focused on leveraging our global platform to deliver data driven insights and automation solution to our clients

ENTERPRISE EMERGING CLIENT EXPERIENCE

C&W WEBSITE

Data & Analytics



LEVERAGING EXPERIENCED MANAGEMENT TEAM

More than 30 years in the industry

More than 25 years in the

industry


industry


industry

More than 20 years

of experience

Previously Chief Executive Officer

of EXOR


industry


industry

Brett WhiteChairman & CEO

More than 15 years of experience

Nathaniel Robinson

Chief Investment Officer


industry

John ForresterPresident

Chris CooperChief Executive Investor & Asset

Management

Matthew BouwChief Executive

APAC

Colin WIlsonChief Executive

EMEA

Shawn MobleyChief Executive

Americas

Steven QuickChief Executive

GOS

Carlo Sant’Albano

Chief ExecutiveGlobal Cap

Markets & Investor Service

Paul Bedborough

Chief ExecutiveC&W Services


Duncan PalmerCFO


Len TexterController /

Investor Relations



Michelle MackayChief Operating

Officer*

* COO role effective April 6, 2020


Adam StanleyCIO


Brett SolowayGeneral Counsel


Michelle HayChief HR Officer

Brad KreigerChief Marketing & Communications

OfficerMore than 18 years

of experience

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Build a culture of inclusion

Develop our people manager

skills

Modernizing our people management

processes

BUILDING A HIGH-PERFORMANCE CULTURE


FINANCIALOVERVIEW


HISTORICAL FINANCIALS

Source: Historical financials per company filings, including S-1 filing

$346$418

$475$529

$659$724

2014 2015 2016 2017 2018 2019

ADJUSTED EBITDA (USD $M)

$4,694 $4,859 $4,840$5,320

$5,951$6,400

2014 2015 2016 2017 2018 2019

CAGR 6% (‘14 – ’19)

CAGR 16% (‘14 – ’19)

FEE REVENUE (USD $M)

Margin 7.4% 8.6% 9.8% 9.9% 11.1% 11.3%


ADJUSTED EBITDA MARGIN

In 2020, management anticipates margin accretion of 75 basis points or more at the midpoint of guidanceCost actions in 2020 are expected to drive continued benefit in 2021 as run-rate savings are fully realized

120 bps

120 bps 10 bps

120 bps 25 bps

Integration+250 basis points

Organic growth & Operational excellence

+145 basis points 2020 and beyond

Margin accretion drivers: • organic growth, • infill M&A • operating efficiency

Management focus: Annual margin accretion is a key metric in LTI


PM/FM/PjM 5-10%

Capital Markets ~15%

Valuation & Other ~10%

2019 Adjusted EBITDA: $724m / 11.3% of Fee Revenue

Recurring46% of Total Fee Revenue

~1/3 of Adj. EBITDA

Highly visible84% of Total Fee Revenue

~80% of Adj. EBITDA

FY 2019

Leasing 10-15%

Adjusted EBITDA Margin Rate Breakdown

Note: Adjusted EBITDA margins shown on a fully allocated basis as a % of Fee revenue, per C&W Management analysis

Increasing scale drives service line margin

MARGIN PROFILE OF SERVICE LINES


2020 OUTLOOK

• Profitable organic revenue growth assuming a similar macro outlook to 2019

• Most of the operating efficiencies driven by reduced personnel costs, including

• Delayering management structure

• Streamlining platform to drive nimbleness and speed in the marketplace

• Improving efficiency of operating units

• Business function optimization (Marketing, Research, IT, HR, Legal, Finance)

• Automating repeatable activities (i.e. robotics)

• In addition reducing inefficiency in non-personnel spend, including:

• Reduced use of contractors and consultants

• Centralisation of spend management

Executing strategic realignment – key drivers :


2020 OUTLOOK

• Guidance of $810 – 860m assumes a similar macro environment to 2019

• Expect 75bp or more of margin accretion in 2020 at the mid-point of guidance range

• A significant portion of the margin accretion is generated by operating efficiency benefits

• Savings expected to ramp throughout 2020 as cost savings actions are executed in 1H 2020

• Limited benefit in Q1

• Actions substantially complete by the end of 2020

• Roughly 75% of the savings benefits are anticipated to be realised in 2020

• 2021 will see incremental benefit as the impact of cost savings actions reach full run rate

Costs to achieve

• Total non-recurring costs estimated to be $80 to $120 million including severance and one-time termination costs of $40-60 million

• Substantially all costs expected to be incurred in 2020 and added back

Financial Impact of key drivers


DISCIPLINED CAPITAL DEPLOYMENT

• Prioritization driven by the most attractive returns at the lowest risk

• Investment framework has been consistently applied since 2014

• We have a dynamic pipeline of opportunities which we continually reassess

• We expect to deploy the majority of our after-tax cash flow in recruitment and in-fill M&A

Applying a Consistent Framework to Capital Deployment

Cost reduction projects 35% – 100%

Recruiting fee earners and revenue generating teams 25% – 50%

In-fill M&A 15% – 20%

Investment Categories Returns1


• Comfortable with leverage in the mid 2x

• Debt paydown is a low priority given accretive investment options

Our financial position is robust

Our financial stewardship is rigorous

Sources: Historical financials per Company filings, including S-1 filing; projections per C&W Management model, midpoints of projected ranges shown for 2018 – 2020

4.5x 2.7x 2.5x

2017 2018 2019

Net Debt / Adj. EBITDA

(1) Liquidity at the end of 2019 was $1.8 billion, including availability on our undrawn revolving credit facility of $1.0 billion and cash and cash equivalents of $0.8 billion.

CAPITAL STRUCTURE

• Stable fee revenue generation as 46% of fee revenue is recurring and 84% represents recurring or highly visible

• Track record of generating significant free cash flow

• Strong liquidity in excess of $1.8B(1) at the end of 2019

• Increased revolving credit facility capacity to $1B and repriced term loan improving our interest rate by 50 basis points

APPENDIX


RECONCILIATION OF GAAP REVENUE TO FEE REVENUE

(USD $m) 2014 Pro Forma

Twelve Months Ended

December 31, 2015

2015 Pro Forma

Twelve Months Ended

December 31, 2016

Twelve Months Ended

December 31, 2017

Twelve Months Ended

December 31, 2018

Twelve Months Ended

December 31, 2019

Americas SegmentTotal Fee revenue — $2,405.1 $3,300.5 $3,303.5 $3,596.8 $4,042.7 $4,372.2Add: Cost of gross contract reimbursables(1) — 119.8 582.9 820.8 1003.4 1,682.0 1,799.9

Total Revenue — $2,524.9 $3,883.4 $4,124.3 $4,600.2 $5,724.7 $6,172.1EMEA SegmentTotal Fee revenue — $527.1 $766.7 $689.7 $785.2 $887.9 $928.5Add: Cost of gross contract reimbursables(1) — 14.0 89.2 65.8 78.1 111.9 109.7Total Revenue — $541.1 $855.9 $755.5 $863.3 $999.8 $1,038.2APAC SegmentTotal Fee revenue — $684.9 $791.3 $846.6 $937.8 $1,020.0 $1,099.4Add: Cost of gross contract reimbursables(1) — 442.3 488.4 489.3 522.6 475.4 441.3

Total Revenue — $1,127.2 $1,279.7 1,335.9 $1,460.4 $1,495.4 $1,540.7Total CompanyTotal Fee revenue $4,694.2 $3,617.1 $4,858.5 $4,839.8 $5,319.8 $5,950.6 $6,400.1Add: Cost of gross contract reimbursables(1) 1,188.4 576.1 1,160.5 1,375.9 1,604.1 2,269.3 2,350.9Total Revenue $5,882.6 $4,193.2 $6.019.0 $6,215.7 $6,923.9 $8,219.9 $8,751.0

Source: 2014-2015: S-1 filing; 2016-2017: Historical financials per Company 2018 10-K filing; 2018-2019: Historical financials per Company 2019 10-K filing(1) Cost of Gross Contract Reimbursables includes Acquisition Accounting Adjustments; 2014-2015: S-1 filing; 2016-2017: Historical financials per Company 2018 10-K filing


RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(USD $m) 2014 Pro Forma

Twelve Months Ended

December 31, 2015

2015 Pro Forma

Twelve Months Ended

December 31, 2016

Twelve Months Ended

December 31, 2017

Twelve Months Ended

December 31, 2018

Twelve Months Ended

December 31, 2019

Net income / (loss) $67.5 $(473.7) $(468.6) $(434.2) $(221.3) $(185.8) $0.2

Add/(less):

Depreciation and amortization 105.9 155.9 260.1 260.6 270.6 290.0 296.7Interest expense, net of interest income 42.0 123.1 125.3 171.8 183.1 228.8 150.6

Income tax (benefit) / expense 1.8 (56.3) (35.5) (24.3) (120.5) (25.0) 42.6

Integration and other costs related to merger 102.6 497.4 437.9 427.1 328.3 192.2 112.5

Pre-IPO stock-based compensation 24.9 15.4 24.9 23.2 27.1 63.4 43.9Cassidy Turley deferred payment obligation 1.6 61.8 61.8 47.6 44.0 33.0 —

Acquisition related costs and other efficiency initiatives — — — — — 52.5 56.1

Other — 12.3 12.3 3.0 17.2 10.0 21.8

Adjusted EBITDA 346.3 335.9 418.2 474.8 $528.5 $659.1 $724.4

Source: 2014-2015: S-1 filing; 2016-2017: Historical financials per Company 2018 10-K filing; 2018-2019: Historical financials per Company 2019 10-K filing

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