When the venture-backed brokerage Compass secured a cash infusion of $75 million last month, the response from industry rivals was fast and furious.
The valuation being bandied about — more than $1 billion — did little to silence critics who claimed Compass’ math was lofty enough if it was deeming itself a tech startup, but downright artificial for a residential real estate brokerage.
But could there have been a hint of jealousy among the firm’s detractors? Few firms, if any, in New York City have a valuation that matches the figure Compass hit roughly three years after launching.
In fact, residential brokerage is a notoriously thin-margin business, especially in New York.
Still, firm valuations have been thrust into the limelight in recent years amid an increased pressure for profitability that’s led to a wave of new mergers and acquisitions.
The mega-developer Related Companies kicked things off in late 2014 when it acquired a 50 percent stake in the boutique firm CORE. That was followed in October 2015 when rental giant Citi Habitats scooped up Brooklyn-based Aptsandlofts.com and Engel & Völkers NYC merged with boutique firm Mercedes/Berk. The following month, Sotheby’s International Realty acquired Fenwick Keats. And this past May, Citi Habitats went back for more, buying Miron Properties.
Most recently, in July, Town Residential founder Andrew Heiberger, who formerly built and sold Citi-Habitats, bought out former equity partner Joe Sitt of Thor Equities after a volatile, five-year partnership marked by dueling lawsuits.
While the purchase prices on those acquisitions were never publicly disclosed, speculation has run rampant about what each firm fetched. It’s also prompted some industry players to rethink how to financially evaluate firms in a business where your key assets are independent contractors — particularly these days, when loyalty is waning and poaching is widespread.
“The assets of a real estate company ride up and down the elevator every day,” said Brown Harris Stevens President Hall Willkie, using a common industry refrain.
Willkie said that as a result, firms looking to make acquisitions are often willing to pay a premium if the deal includes locking in top talent. Last year, for example, his company bought Miami-based Zilbert International Realty, which was doing $450 million in annual sales. Although Willkie declined to disclose the sale price, he described firm founder Mark Zilbert as a “rainmaker” and said he signed a 10-year contract to stay with BHS. “So that has extra value beyond what they’re doing today,” the BHS chief said. “You pay more for that.”
Because brokerages are traditionally valued at a multiple of their earnings, competition is fierce when it comes to recruiting top agents and winning listings.
“Most brokerages are always trying to increase volume, no question about it,” said Steve Murray, founder of consulting firm Real Trends, which has valued hundreds of firms nationally and advised on high-profile deals, including Barbara Corcoran’s sale of her eponymous firm in 2001 as well as more recent transactions like the Citi Habitats-Miron sale.
“If you increase volume, you get scale, you make more money, and the company is worth more,” Murray said.
Holding cards close
It’s nearly impossible for an outsider to determine the exact value of most New York residential firms, because many of them are privately held and not required to disclose earnings figures.
But there are a few owned by public giants.
For example, Douglas Elliman falls under the umbrella of the publicly traded Vector Group, while Corcoran Group and Sotheby’s are part of the New Jersey-based brokerage conglomerate Realogy Holdings. Those public ownership structures offer a peek under the hood of just how much these companies are valued at — even though they don’t reveal them outright.
For example, back in 2013 when Vector bought Prudential’s 20.6 percent stake in Elliman, it paid $60 million in cash, according to regulatory paperwork filed with the U.S. Securities and Exchange Commission. The amount pegged Elliman’s value at $291.4 million. That number, however, is likely to have gone up in the last three years. Last year, Elliman generated $637 million in revenue from its national real estate business — up from $435.6 million in 2013. And, earlier this year, Forbes estimated the net worth of CEO Dottie Herman — who owns roughly 30 percent of the company — at $270 million. Assuming that Herman’s fortune is derived entirely from Elliman, which seems to be the case given that she comes from humble beginnings, the firm could be worth nearly $1 billion, a figure one source said was closer to Elliman’s true value.
Still, even that higher figure may be less than Compass’ estimated valuation — which some pegged at $1.3 billion in July when firm founder Ori Allon and CEO Robert Reffkin were raising their latest round of cash.
Many industry sources, however, consider it futile to compare traditional brokerages to Compass, because the firm has pitched itself to investors as a tech startup rather than a real estate company.
According to Garrett Black, a senior analyst at the venture capital database PitchBook, investors use completely distinct metrics to evaluate the two sectors.
“Venture capitalists looking to value [tech] holdings have to include more projected metrics overall, versus looking at revenue multiples,” he said.
For example, early- and mid-stage tech companies may not have robust revenue, but they may have promising business models that investors believe could lead to big returns down the road. In those cases, investors often look at the size of a company’s customer base and how much it costs to acquire customers, in addition to how much cash it’s burning through. Sometimes, the investors also simply have a personal connection with the startup’s founder.
For later-stage companies, investors evaluate the company’s sustainability and its ability to return investment dollars.
Tech companies like Compass are far from the norm in New York City’s brokerage business, which still relies on the age-old model of hard sales and profits to determine a company’s worth.
The standard formula for traditional firms, according to multiple sources, takes into account gross commission and profit margin, and then multiplies the firm’s earnings by 4 to 6.
If Compass — which claims to be doing $6 billion in nationwide sales — were evaluated using that equation, its valuation would come to $46.8 million, a number that makes more sense when looked at next to other firms in the city.
Realogy, for example, is an industry giant and has a market cap of $3.99 billion.
While that company does not break out the performance of brands, its NRT division — which owns Corcoran, Sotheby’s, Citi Habitats and others — sold $167 billion worth of real estate in 2015. The company told The Real Deal in March that Corcoran inked contracts worth $21 billion last year, including $5.6 billion from Corcoran Sunshine Marketing Group, its new-development market arm.
By comparison, Terra Holdings — which owns BHS and Halstead Property — says on its website that it brokers $7 billion in sales annually in markets including New York City, New Jersey, the Hamptons, Westchester, Long Island, Connecticut and Florida. Using that sales figure, TRD estimates the company’s value to be $54.6 million.
Meanwhile, Town Residential said it sold $2.7 billion worth of real estate in New York City in 2015, putting its value at $21.1 million, according to TRD’s back-of-the-napkin calculation. A Town spokesperson disputed that figure, calling it a “gross underestimate,” and said Town closed over $71 million in commission revenue in 2015 alone. Compass does a similar number of transactions and its investors value it at $1 billion, she pointed out.
But earnings are just one factor affecting the market value of residential firms. Companies are also impacted by less tangible things, including the strength of their brands, their leadership and other hard-to-quantify metrics such as whether top-producing agents are likely to stay after a sale, industry players told TRD.
Past sales provide a window into how much firms can go for, depending on how much business they’re doing.
More than a decade ago, for example, Corcoran reportedly paid $49.6 million for Citi Habitats, which had combined sales and rental volume of $900 million at the time. More recently, in 2014, Realogy shelled out $166 million for California-based tech brokerage ZipRealty, which sold $2.7 billion worth of real estate in 2013 and grossed $32 million in profits that year. Locally, Realogy is rumored to have paid $10 million for Aptsandlofts.com. Meanwhile, Related’s deal with CORE was worth $26 million, according to sources with knowledge of the deal. Officials at the firms declined to comment.
“A traditional brokerage basically operates on how much revenue it can earn and still retain top-producing brokers. It all emanates from your brokers,” said Stuart Siegel, CEO of Engel & Völkers NYC.
Siegel noted that these mergers and acquisitions offer firms instant market share. “Or frankly,” he added, “it’s another way to get talent.”
Likewise, in the cases of Aptsandlofts.com and CORE, purchase prices were no doubt bolstered by the charisma and experience of each firm’s founder. Citi Habitats President Gary Malin, for example, touted Aptsandlofts.com founder David Maundrell’s deep ties to the Brooklyn market when announcing the deal in late 2015. And in 2014, Related CEO Jeff Blau said CORE founder Shaun Osher was the “No. 1, 2 and 3” reason he bought a piece of the firm.
“At first I wanted to see if we could steal Shaun away and have him come work here,” Blau said at the time. “But he is very committed to his company, and out of those conversations came the idea to make a significant investment in CORE. As the slogan goes, ‘I liked it so much I bought the company.’”
Whether brokerages are evaluated with cold, hard numbers or with less tangible factors, there’s almost always a clear correlation between what companies are worth and the market’s performance. For the past few years, soaring prices and the boom in luxury development in New York have pumped up brokerage values. Despite the general consensus that the market has stabilized or even plateaued in recent months, the pace of the latest mergers and acquisitions hasn’t been seen since the early to mid-2000s.
“The last 18 months in New York and around the country have been every bit as busy,” said Murray of Real Trends.
Even as the market slows, he predicted a long runway of brokerage deals. Two of the largest national residential conglomerates — Berkshire Hathaway and Realogy — see acquisitions as a path to growing market share, as well as a way to acquire top-producing agents.
Elliman Chairman Howard Lorber put it this way: “You’re worth more if you have market share. If you ever want to sell, having big market share is what you get paid for,” he said, adding, “When you’re a market leader and you have big market share, you’re always going to survive.”
In fact, the founders of smaller firms may want to get out now before the next downturn, especially if they’ve hit a wall in terms of growth, sources told TRD.
Jed Garfield, owner of the townhouse-focused brokerage Leslie J. Garfield Real Estate, said he’s resisted buyout offers in the past, although he understands why they’re appealing to some.
“For a lot of people, it’s nice to be like, ‘You know what? I built this business, I will get a nice chunk of change and relieve myself of all the headaches of running the business,’” said Garfield.
Of course, national brands have tried unsuccessfully for years to breach the New York City market. But even when it comes to local horse trading, mid-sized firms — as well as smaller firms like Garfield’s — are in a precarious situation: Often, they serve as something of a farm team for larger firms, and they can be viewed as perpetual takeover targets.
“People with smaller firms realize it’s very, very hard to go to the next level. You need a ton of money,” said one brokerage head who asked to remain anonymous.
Lorber offered a particularly dire prognosis for mid-sized firms. “[They] can’t compete. How can they spend the money on marketing that we can? It’s almost impossible,” he said. “It’s mostly the mid-sized [companies] that have expenses but not economies of scale. Boutique and big firms can ride it through.”
Meanwhile, Murray said, once a big company gets to a certain size, buying out other firms — rather than growing organically — offers the fastest and most reliable way to expand. As a result, big players such as Terra and Realogy are eyeing more deals, he said. “Those guys want to acquire more companies in New York City,” he added.
When it comes to understanding the dynamics of running a brokerage, recent volatility at Realogy reflects the tenuous state of the business.
The company’s $3.99 billion market cap may sound high, but it’s actually a 45.8 percent drop from 2013, when it clocked in at $7.36 billion.
CEO Richard Smith declined comment for this article, but in an Aug. 3 earnings call he blamed a “challenging” second quarter on frothiness in the high-end market as well as vicious poaching of top-producing sales agents. During that quarter, NRT saw transaction volume slide 1 percent and average sale price drop 2 percent. Overall, NRT pulled in $1.27 billion in revenue — a $21 million drop from the prior year, as sales above $2.5 million slowed.
“The market is always competitive for agents,” Smith said, noting that the “trend has recently become more pronounced, as new entrants to the industry as well as well-established firms use short-term economic incentives to build market share.”
Analysts say Realogy’s own market share is at risk if it does not make a change.
In a late-July research note to investors, JPMorgan analyst Anthony Paolone wrote that the company was lagging behind and losing market share “due to outside competition, agent attrition or its geographic mix.”
During the August call, Smith said the company would roll out an “action plan” to retain and recruit agents over the next 12 to 18 months in anticipation of a pickup in the luxury market.
Still, in a follow-up note, Paolone wrote that Realogy’s expenses related to such a plan would come at a cost, by putting “pressure on agent splits” and “on the company’s other cost savings initiatives.”
Real Trends’ Murray said Realogy’s challenge is that it has “the biggest footprint in the country.”
“The bigger you are, the harder it is to grow unless you’re a tech player,” he said.
Or unless you go on a buying spree. Realogy has demonstrated its appetite for acquisitions in New York over the past year with its subsidiaries’ purchases of Aptsandlofts.com, Fenwick Keats and Miron Properties — moves that industry players said reflect long-term strategic thinking. “You either have market share or you don’t,” said one longtime player.
The numbers game
While agents are key to driving revenue, they are also expensive to keep on board. As a result, savvy principals need to be strategic about how many agents they have — and how much those agents are paid. Firms are increasingly under pressure to pay higher and higher commission splits amid an ultra-competitive market for top talent. A recent Real Trends analysis found that the average brokerage keeps only 20 cents for every commission dollar earned by agents.
“If we could give our agents everything under the sun we would, but there are limits to what you can give and still operate a successful business,” said one New York City brokerage head.
Engel & Völkers’ Siegel said agents who are not productive cost a firm valuable dollars. He said he’d rather have one agent who produces $250,000 in commission annually than 10 who bring in $25,000 apiece. That may be because agents must typically generate gross commission incomes of $100,000 to $150,000 to cover desk fees and marketing costs that are paid for by the firm, according to sources.
“You have to think of it like a pyramid,” Siegel said, explaining that the ideal agent mix includes just a handful of agents with splits north of 70 percent and the bulk of brokers earning between 50 percent and 70 percent. “Top agents help you with your brand and drive visibility, but the agents who are tiers below help you with your profitability,” he said.
“As an owner-operator, I’m happy to have great agents earn a lot because it’s helping me drive market share, but I can’t have a business dominated by them because then I don’t have profitability,” Siegel added.
Of course, a firm’s success depends on its ability to get listings and make sales. But there are different schools of thought on how to achieve that goal.
Heiberger said that at Town he’s strived to diversify everything from agents’ experience levels to the size and location of their listings.
“Is your income all resting on one or two brokers’ laps? Or is it diversified over 100 to 200 people?” he told TRD. Similarly, to protect a firm’s exposure, he said, you wouldn’t want to have everyone focused on the $20 million-plus market, in case that segment implodes.
At Town, he insists he’s done both, despite losing several top guns — including director of sales Wendy Maitland and executive vice president of sales and leasing Itzy Garay — in the wake of the buyout.
“Notwithstanding the noise surrounding the company,” he said, referring to the messy split with Sitt, “the platform is primed to grow.”
For the largest and most established firms, such as Elliman and Corcoran, signing on agents, increasing transaction volume and controlling as many listings as possible is the name of the game.
And for its part, Terra thinks there’s value to be had by tapping multiple segments of the market — hence its portfolio, which includes both BHS (targeting the high-end Manhattan luxury market) and Halstead (playing the volume game citywide).
Willkie, whose firm has just under 500 agents, said BHS has “never been about being big.”
The average agent in its main office grossed an impressive $500,000 last year, while company wide that number stood at $400,000, he said.
“It’s a different model” than other firms, he said. “It’s like the difference between Bergdorf’s and Macy’s.”