NEWMARK GROUP, INC. [NMRK] Filings

10-Q 1 nmrk-20240630.htm 10-Q nmrk-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38329

NEWMARK GROUP, INC.

(Exact name of Registrant as specified in its charter)


Delaware						81-4467492
(State or other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification Number)

125 Park Avenue

New York, New York 10017

(212) 372-2000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Class A Common Stock, $0.01 par value

NMRK

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.


Class						Outstanding at August 5, 2024
Class A Common Stock, par value $0.01 per share						150,558,673 shares
Class B Common Stock, par value $0.01 per share						21,285,533 shares

NEWMARK GROUP, INC.

TABLE OF CONTENTS


		Page

	Glossary of Terms, Abbreviations, and Acronyms	1

PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (unaudited)	12
	Condensed Consolidated Balance Sheets	12
	Condensed Consolidated Statements of Operations	13
	Condensed Consolidated Statements of Comprehensive Income	14
	Condensed Consolidated Statements of Changes in Equity	15
	Condensed Consolidated Statements of Cash Flows	17
	Notes to Condensed Consolidated Financial Statements	18
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	57
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	90
ITEM 4.	CONTROLS AND PROCEDURES	91

PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	92
ITEM 1A.	RISK FACTORS	92
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	92
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	92
ITEM 4.	MINE SAFETY DISCLOSURES	92
ITEM 5.	OTHER INFORMATION	92
ITEM 6.	EXHIBITS	92

GLOSSARY OF TERMS, ABBREVIATIONS AND ACRONYMS

The following terms, abbreviations and acronyms are used to identify frequently used terms and phrases that may be used in this report:


TERM						DEFINITION

6.125% Senior Notes						The Company’s 6.125% Senior Notes which were issued on November 6, 2018, in an original principal amount of $550.0 million and matured on November 15, 2023

7.500% Senior Notes						The Company’s 7.500% Senior Notes due on January 12, 2029, issued on January 12, 2024, in an original principal amount of $600.0 million

AI						Artificial intelligence, including machine learning and generative artificial intelligence

Audit Committee						Audit Committee of the Board

Berkeley Point						Berkeley Point Financial LLC, a wholly owned subsidiary of the Company acquired on September 8, 2017, which does business as part of the Newmark multifamily capital markets business

BGC						(i) Following the closing of the Corporate Conversion, BGC Group and, where applicable, its consolidated subsidiaries and (ii) prior to the closing of the Corporate Conversion, BGC Partners and, where applicable, its consolidated subsidiaries

BGC Class A common stock						BGC Class A common stock, par value $0.01 per share

BGC Class B common stock						BGC Class B common stock, par value $0.01 per share

BGC common stock						BGC Class A common stock and BGC Class B common stock, collectively

BGC Entity Group						BGC Partners, BGC Holdings, BGC U.S. OpCo and their respective subsidiaries (other than, prior to the Spin-Off, the Newmark Entity Group), collectively, and in each case as such entities existed prior to the Corporate Conversion

BGC Group						BGC Group, Inc. (Nasdaq: BGC) and, where applicable, its consolidated subsidiaries

BGC Holdings						BGC Holdings, L.P., an entity which, prior to the Corporate Conversion, was owned by Cantor, Founding Partners, BGC employee partners and, after the Separation, Newmark employee partners

BGC Holdings Distribution						Pro rata distribution, pursuant to the Separation and Distribution Agreement, by BGC Holdings to its partners of all of the exchangeable limited partnership interests in Newmark Holdings owned by BGC Holdings immediately prior to the distribution

BGC Partners						BGC Partners, Inc., which acquired us on October 14, 2011, facilitated the Newmark IPO on December 14, 2017 and completed the Spin-Off that led to us becoming a separate publicly traded company on November 30, 2018, and, where applicable, its consolidated subsidiaries. On July 1, 2023, BGC Partners, Inc. completed its Corporate Conversion and became a wholly owned subsidiary of its public holding company successor, BGC Group, Inc.

BGC U.S. OpCo						Prior to the Separation, BGC Partners, L.P., an operating partnership which held the U.S. businesses of BGC, including Newmark Entity Group, and which is owned jointly, following the closing of the Corporate Conversion, by BGC Partners and the successor to BGC Holdings

BH2						Newmark BH2 LLP, a London-based real estate advisory firm

Board or Board of Directors						Board of Directors of the Company



Bylaws						Amended and Restated Bylaws of Newmark Group, Inc.

CAGR						Compound annual growth rate

Cantor						Cantor Fitzgerald, L.P. and, where applicable, its consolidated subsidiaries

Cantor Credit Agreement						Unsecured credit agreement entered into with Cantor on November 30, 2018, as amended by the First Cantor Credit Agreement Amendment on December 20, 2023


Cantor Entity Group						Cantor and its consolidated subsidiaries (other than any member of the BGC Entity Group or the Newmark Entity Group), Howard W. Lutnick and/or any of his immediate family members as so designated by Howard W. Lutnick and any trusts or other entities controlled by Howard W. Lutnick

Cantor Units						Limited partnership interests of Newmark Holdings or, prior to the Corporate Conversion, Newmark Holdings or BGC Holdings, held by the Cantor Entity Group, which Newmark Holdings units are exchangeable into shares of Newmark Class A common stock or Newmark Class B common stock and which BGC Holdings units were exchangeable into shares of BGC Class A common stock or BGC Class B common stock, as applicable

CARES Act						The Coronavirus Aid, Relief, and Economic Security Act

CCRE						Cantor Commercial Real Estate Company, L.P.

CCRE Lending						Cantor Commercial Real Estate Lending, L.P., a wholly owned subsidiary of Real Estate LP

CECL						Current Expected Credit Losses

Certificate of Incorporation						Amended and Restated Certificate of Incorporation of Newmark

CF Secured						CF Secured, LLC

CF&Co						Cantor Fitzgerald & Co., a wholly owned broker-dealer subsidiary of Cantor

CFE						Cantor Fitzgerald Europe

CFGM						CF Group Management, Inc., the managing general partner of Cantor

CFS11						CFS11 Holdings, LLC, a subsidiary of Cantor

CIO						Chief Information Officer

CISO						Chief Information Security Officer



Company						Newmark Group, Inc. and, where applicable, its consolidated subsidiaries

Company debt securities						The 6.125% Senior Notes, 7.500% Senior Notes, and any future debt securities issued by the Company

Compensation Committee						Compensation Committee of the Board

Contractual revenues, contractual services or contractual business						Includes business for which the Company has a contract with a client that is generally for a year or longer. Contractual business, when quantified, includes all revenues related to landlord (or agency) representation leasing, loan servicing (including escrow interest income), outsourcing (including property management, facilities management, and asset management), and lease administration. It also includes certain fees under contract produced by the Company’s flexible workspace and tenant representation service lines

Contribution Ratio						Ratio of shares of Newmark Common Stock that were outstanding compared to the shares of BGC common stock outstanding as of immediately prior to the Newmark IPO (not including any shares of our common stock sold in the Newmark IPO); this ratio was set initially at a fraction equal to one divided by 2.2

Corporate Conversion						A series of mergers and related transactions pursuant to which, effective at 12:02 AM Eastern Time on July 1, 2023, BGC Partners and BGC Holdings became wholly owned subsidiaries of BGC Group, transforming the organizational structure of the BGC businesses from an “Up-C” structure to a simplified “Full C-Corporation” structure

CoStar						CoStar Group Inc.

COVID-19						Coronavirus Disease 2019

Credit Agreement						The Company’s unsecured senior revolving credit agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders, most recently amended and restated on April 26, 2024


Credit Facility						The credit facility pursuant to the Credit Agreement, as amended and restated, with a current maximum revolving loan balance of $600.0 million, which the Company has the right to increase up to $800.0 million subject to certain conditions being met, and a maturity date of April 26, 2027, bearing interest at either SOFR or a defined base rate plus additional margin

Delayed Draw Term Loan						The previously outstanding credit facility pursuant to the Delayed Draw Term Loan Credit Agreement, with an aggregate principal amount of $420.0 million (which could have been increased, subject to certain terms and conditions, to up to $550.0 million) and a maturity date of November 14, 2026, which bore interest at SOFR or a defined base rate plus additional margin

Delayed Draw Term Loan Credit Agreement						The Company’s credit agreement with Bank of America, N.A., as administrative agent, and a syndicate of lenders, dated as of August 10, 2023

Deskeo						Space Management (d/b/a “Deskeo”)

DGCL						Delaware General Corporation Law

Employees						Includes both employees and those real estate brokers who qualify as statutory non-employees under Internal Revenue Code Section 3508

EPS						Earnings Per Share

Equity Plan						Newmark Group, Inc. Long Term Incentive Plan

ESG						Environmental, social and governance, including sustainability or similar items

EU						European Union

Exchange Act						Securities Exchange Act of 1934, as amended

Exchange Agreement						Exchange agreement which provides (i) BGC Partners, (ii) Cantor, (iii) any entity controlled by either of them or by Howard W. Lutnick, and (iv) Howard W. Lutnick, his spouse, his estate, any of his descendants, any of his relatives, or any trust established for his benefit or for the benefit of his spouse, any of his descendants or any of his relatives, the right to exchange shares of Newmark Class A common stock into Newmark Class B common stock on a one-to-one basis up to the number then authorized but unissued



Exchange Ratio						The ratio by which a Newmark Holdings limited partnership interest can be exchanged for a number of shares of Newmark Class A common stock

FASB						Financial Accounting Standards Board

Fannie Mae						The Federal National Mortgage Association

Fannie Mae DUS						The Fannie Mae Delegated Underwriting and Servicing Program

First Cantor Credit Agreement Amendment						First Amendment to the Cantor Credit Agreement entered into on December 20, 2023

FHA						The Federal Housing Administration

FHFA						The Federal Housing Finance Agency

FOMC						Federal Open Market Committee

Forward Sales Contract						An agreement to deliver mortgages to third-party investors at a fixed price

Founding Partners						Individuals who became limited partners of Newmark Holdings in connection with the Separation who held BGC Holdings founding partner interests immediately prior to the Separation (provided that members of the Cantor Entity Group and the BGC Entity Group are not Founding Partners)

Founding Partner interests, Founding Partner units or FPUs						Founding/Working Partners units in Newmark Holdings or, prior to the closing of the Corporate Conversion, Newmark Holdings or BGC Holdings, that are generally redeemed upon termination of employment

Freddie Mac						The Federal Home Loan Mortgage Corporation

Freddie Mac Strip						A three basis point servicing fee and/or up to a one-basis point surveillance fee on certain Freddie Mac loans after the loan is securitized in a Freddie Mac pool

Freddie Mac TAH						The Freddie Mac Targeted Affordable Housing Program







GCS						Global corporate services, Newmark’s consulting and outsourcing services business that focuses on corporate occupiers

GDP						Gross domestic product

GDPR						General Data Protection Regulation

Gerald Eve						Gerald Eve LLP, a London-based real estate advisory firm acquired on March 10, 2023

Ginnie Mae						The Government National Mortgage Association

GSE or GSEs						Government-sponsored enterprises (Fannie Mae and Freddie Mac)

H-Rights						Rights to exchange PSUs into HDUs

HDUs						LPUs with capital accounts, which are liability awards recorded in “Accrued compensation” in the Company’s consolidated balance sheets

HUD						U.S. Department of Housing and Urban Development

HUD LEAN						HUD’s mortgage insurance program for senior housing

HUD MAP						HUD’s Multifamily Accelerated Processing

Investment Company Act						Investment Company Act of 1940, as amended

Knotel						Knotel, Inc.

Kastle Barometer						Security provider Kastle Systems tracks the number of employees in ten of the largest U.S. metropolitan areas that were physically in offices and reports every work week as a percentage of the typical number physically present during the first three weeks of February 2020

LIBOR						London Inter-Bank Offered Rate

Limited Partnership Unit Holders						The individuals who became limited partners of Newmark Holdings in connection with the Separation and who held BGC Holdings limited partnership units immediately prior to the Separation and certain individuals who became or become limited partners of Newmark Holdings from time to time after the Separation and who provide services to the Newmark Entity Group

LPA Amendment						An amendment, dated as of March 10, 2023, to the Newmark Holdings limited partnership agreement

LPUs, limited partnership units, or limited partnership interests						Certain limited partnership units in Newmark Holdings or, prior to the closing of the Corporate Conversion, Newmark Holdings or BGC Holdings, held by certain employees of BGC or Newmark and other persons who have provided services to BGC or Newmark, which units may include APSIs, APSUs, AREUs, ARPSUs, HDUs, U.K. LPUs, N Units, PLPUs, PPSIs, PPSUs, PSEs, PSIs, PSUs, REUs, and RPUs, along with future types of limited partnership units in Newmark Holdings

MBA						Mortgage Bankers’ Association

McCall & Almy						McCall & Almy, Inc.

MPC						Monetary Policy Committee of the Bank of England

MSCI						MSCI Real Assets (formerly known as Real Capital Analytics, or “RCA”)

MSRs						Mortgage servicing rights

Nasdaq						Nasdaq, Inc. (formerly known as NASDAQ OMX Group, Inc.)


Newmark						Newmark Group, Inc., and where applicable, its consolidated subsidiaries. Also referred to as the “Company,” “we,” “us,” or “our”

Newmark & Co.						Newmark & Company Real Estate, Inc., which for the purposes of this document is defined as all of the companies acquired by BGC Partners on October 14, 2011. Comparisons in this document to our 2011 revenues are based on unaudited full year 2011 revenues for Newmark & Co.

Newmark Common Stock						Newmark Class A common stock and Newmark Class B common stock, collectively


Newmark Class A common stock						Newmark Class A common stock, par value $0.01 per share

Newmark Class B common stock						Newmark Class B common stock, par value $0.01 per share

Newmark Entity Group						Newmark, Newmark Holdings, Newmark OpCo and their respective consolidated subsidiaries, collectively

Newmark Holdings						Newmark Holdings, L.P., which is owned jointly by Newmark, Cantor, Newmark’s employee partners and other partners

NHL						Newmark Holdings Limited

Newmark Holdings limited partnership agreement						Amended and Restated Agreement of Limited Partnership of Newmark Holdings, dated as of December 13, 2017

Newmark IPO						The initial public offering of 23 million shares of Newmark Class A common stock at a price of $14.00 per share in December 2017

Newmark OpCo						Newmark Partners, L.P., an operating partnership, which is owned jointly by Newmark and Newmark Holdings and holds the businesses of Newmark

Newmark Research						A Newmark service providing real estate market reports and analysis to our professionals and clients

Newmark Revolving Loans						Certain loans that Cantor has agreed to make from time to time to Newmark pursuant to the First Cantor Credit Agreement Amendment in an aggregate outstanding principal amount of up to $150.0 million, on substantially the same terms as other loans under such agreement, except that until April 15, 2024, the Newmark Revolving Loans would bear interest at a rate equal to 25 basis points less than the interest rate borne by the revolving loans made pursuant to the Credit Facility

Newmark S11						Newmark S11 Holdings, LLC

NOL						Net operating loss



N Units						Non-distributing partnership units of Newmark Holdings that may not be allocated any item of profit or loss, and may not be made exchangeable into shares of Class A common stock, including NREUs and NPSUs



OECD						Organisation for Economic Co-operation and Development

Official Bank Rate						The rate the Bank of England charges banks and financial institutions for loans with a maturity of one day

OMSRs						Originated mortgage servicing rights

Open Realty						Open Realty Advisors, LLC and Open Realty Properties, LLC, which operate together as a retail real estate advisory firm

Preferred Distribution						Allocation of net profits of BGC Holdings or Newmark Holdings to holders of Preferred Units, at a rate of either 0.6875% (i.e., 2.75% per calendar year) or such other amount as set forth in the award documentation

Preferred Units						Preferred partnership units in Newmark Holdings or, prior to the closing of the Corporate Conversion, BGC Holdings, such as PPSUs, which are settled for cash, rather than made exchangeable into shares of Class A common stock, are only entitled to a Preferred Distribution, and are not included in BGC’s or Newmark’s fully diluted share count

Preqin						Preqin Ltd

Producers						Customer-facing, revenue-generating professionals, including brokers, salespersons, front-office personnel, and originators, who are directly compensated based wholly or in part on the revenues they contribute to generating

RBC						Royal Bank of Canada

Real Estate LP						CF Real Estate Finance Holdings, L.P.


Recurring revenues						Includes all pass through revenues, as well as fees from Newmark’s servicing business, GCS, Property Management, its flexible workspace platform, and V&A, as well as Spring11

REIT						Real estate investment trust

RSUs						BGC or Newmark restricted stock units, paid or payable in shares of BGC Class A common stock or Newmark Class A common stock, respectively, held by certain employees of BGC or Newmark and other persons who have provided services to BGC or Newmark, or issued in connection with certain acquisitions

SEC						U.S. Securities and Exchange Commission

Securities Act						Securities Act of 1933, as amended

Separation						Principal corporate transactions pursuant to the Separation and Distribution Agreement, by which the BGC Entity Group transferred to the Newmark Entity Group the assets and liabilities of the BGC Entity Group relating to BGC’s real estate services business, and related transactions, including the distribution of Newmark Holdings units to holders of units in BGC Holdings and the assumption and repayment of certain BGC indebtedness by Newmark

Separation and Distribution Agreement						The Separation and Distribution Agreement entered into prior to the completion of the Newmark IPO by Cantor, Newmark, Newmark Holdings, Newmark OpCo, BGC Partners, BGC Holdings, BGC U.S. OpCo and, for certain limited purposes described therein, BGC Global Holdings, L.P., dated December 13, 2017, as amended from time to time, and as amended on November 8, 2018 and amended and restated on November 23, 2018





SOFR						Secured Overnight Financing Rate

Signature transactions						Newmark acted as the exclusive financial advisor to the FDIC on the sale of approximately $60 billion of loans, formerly owned by Signature Bridge Bank, N.A. The FDIC acted in its capacity as receiver for Signature Bridge Bank, N.A. The portfolio encompassed more than 5,000 housing, retail, office, mixed-use, and bridge financing loans. A portion of the loans did not relate to real estate. The book value of the overall loan portfolio was approximately $60 billion when Newmark was retained as an advisor by the FDIC and approximately $53 billion when the Company began marketing the loans, while the completed transactions had a combined notional value of $39.5 billion. The latter figure consisted of $21.7 billion of equity placements recorded as part of the Company’s Investment sales volumes and $17.8 billion of loan sales recorded as mortgage brokerage and debt placement.

Spin-Off						The pro rata distribution, pursuant to the Separation and Distribution Agreement, by BGC Partners to its stockholders of all of the shares of Newmark Common Stock owned by BGC Partners immediately prior to the effective time of the Spin-Off, completed on November 30, 2018

Spring11						Spring11 Holdings, LP

SPV						Special purpose vehicle

Standing Policy						In March 2018, Newmark’s Compensation Committee and Audit Committee approved Mr. Lutnick’s right, subject to certain conditions, to accept or waive opportunities offered to other executive officers to monetize or otherwise provide liquidity with respect to some or all of their limited partnership units of Newmark Holdings or to accelerate the lapse of or eliminate any restrictions on equity awards

TAM						Total addressable market

TDRs						Troubled debt restructurings

Total debt						Newmark’s quarterly volumes from mortgage brokerage and GSE/FHA originations together

Tradeweb						Tradeweb Markets, Inc.

U-3						The number of unemployed individuals as a percentage of the entire labor force; considered the official unemployment rate by the U.S. Department of Labor

U.K.						United Kingdom

U.S. GAAP or GAAP						Generally Accepted Accounting Principles in the United States of America


UBT						Unincorporated Business Tax

V&A						Valuation and Advisory

Working Partners or Newmark Holdings Working Partners						The individuals who became limited partners of Newmark Holdings in connection with the Separation and who held BGC Holdings working partner interests immediately prior to the Separation, and certain individuals who became or become limited partners of Newmark Holdings from time to time from and after the Separation and who provide services to the Newmark Entity Group

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. These filings are available to the public from the SEC’s website at www.sec.gov.

Our website address is www.nmrk.com. Through our website, we make available, free of charge, the following documents as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: our Annual Reports on Form 10-K; our proxy statements for our annual and special stockholder meetings; our Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K; Forms 3, 4 and 5 and Schedules 13D filed on behalf of Cantor, CFGM, our directors and our executive officers; and amendments to those documents. Our website also contains additional information with respect to our industry and business. The information contained on, or that may be accessed through, our website is not part of, and is not incorporated into, this Quarterly Report on Form 10-Q.

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, words such as “may,” “will,” “should,” “estimates,” “predicts,” “possible,” “potential,” “continue,” “strategy,” “believes,” “anticipates,” “plans,” “expects,” “intends,” and similar expressions are intended to identify forward-looking statements.

Our actual results and the outcome and timing of certain events may differ significantly from the expectations discussed in the forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, the factors set forth below:

•macroeconomic and other challenges and uncertainties, including those resulting from the wars in Ukraine and Israel and other ongoing or new conflicts in the Middle East or other regions, downgrades of U.S. Treasuries, fluctuating global interest rates, inflation and the Federal Reserve’s responses thereto, fluctuations in the value of global currencies, including the U.S. dollar, liquidity concerns regarding and changes in capital requirements for banking and financial institutions, changes in the economy, the commercial real estate services industry and the global financial markets, employment levels, infrastructure spending, and energy costs, including such changes’ effect on demand for commercial real estate and capital markets transaction volumes, office space, levels of new lease activity and renewals, distressed non-GSE commercial mortgages, frequency of loan defaults and forbearance and associated losses, and fluctuations in the mortgage-backed securities markets, as well as potential changes in these factors as a result of the upcoming U.S. presidential election;

•challenges relating to our repositioning of certain aspects of our business to adapt to and better address the needs of our clients in the future as a result of the acceleration of pre-existing long-term social and economic trends, fluctuating interest rates and market uncertainty, and other legal, cultural and political events and conflicts, and governmental measures taken in response thereto, uncertainty in the timing of stabilization of interest rates and the recovery of transaction volumes, changes in the mix of demand for commercial real estate space, decreased demand for urban office and retail space generally which may not be offset by increased demand for suburban office, data storage, fulfillment, and distribution centers and life sciences facilities, and which could materially reduce demand for commercial space and have a material adverse effect on the nature of and demand for our commercial real estate services, including the time and expense related to such repositioning, as well as risks related to declines in real estate values, including due to sales of loans previously held by failed financial institutions, increases in commercial real estate lending rates, and the volume of committed investment capital;

•market conditions and volatility, fluctuations in transaction volumes, including changes in leasing and lending activity and debt volumes, the level of worldwide governmental debt issuances, austerity programs, government stimulus packages, increases or decreases in deficits and the impact of changing government tax rates, repatriation rules, deductibility of interest, and other changes to monetary policy, changing regulatory requirements or changes in legislation, regulations and priorities, possible turmoil across regional banks and certain global investment banks, possible disruptions in transactions, and potential downturns including recessions, and similar effects, which may not be predictable in future periods;

•potential deterioration of equity and debt capital markets for commercial real estate and related services, potential unavailability of traditional sources of financing and need for alternative sources, and our ability to access the capital markets as needed or on reasonable terms and conditions;

•pricing, commissions and fees, and market position with respect to any of our products and services and those of our competitors, some of which may have greater financial and operational resources than we do;

•the effect of industry concentration and reorganization, reduction of customers and consolidation;

•uncertainties related to our ongoing integration of Knotel, Deskeo, BH2, McCall & Almy, Open Realty, Spring11 and Gerald Eve and the synergies and revenue growth generated from these and other acquisitions as we build out our international and domestic businesses;

•liabilities in connection with our business, including appraisal and valuation, sales and leasing and property and facilities management activities, that exceed our insurance coverage;

•liquidity, regulatory requirements and the impact of credit market events, political events and conflicts and actions taken by governments and businesses in response thereto on the credit markets and interest rates;

•our relationship and transactions with Cantor and its affiliates including CF&Co and CCRE, Newmark’s structure, including Newmark Holdings, which is owned by Newmark, Cantor, Newmark’s employee partners and other partners, and Newmark OpCo, the timing and impact of any actual or future changes to our organization or structure, any challenges to our interpretation or application of tax laws to our structure, any related party transactions, conflicts of interest, or litigation, including with respect to executive compensation matters or other transactions with our executive officers, loans to or from Newmark or Cantor, Newmark Holdings or Newmark OpCo, including the balances and interest rates thereof from time to time and any convertible or equity features of

any such loans, repurchase agreements and joint ventures, and CF&Co’s acting as our placement agent in connection with certain capital markets transactions;

•competition for and retention of brokers and other producers, managers and key employees, our ability to integrate newly hired producers, and the duration of the period between when we hire producers and when they achieve full productivity;

•the impact on our stock price from any future reduction of our dividend and potential future changes in our capital deployment priorities, including repurchases of shares, purchases of limited partnership interests, and our dividend policy, and in Newmark Holdings’ distributions to partners;

•the effect of layoffs, furloughs, salary cuts, and expected lower commissions or bonuses on the repayment of partner loans;

•our ability to maintain or develop relationships with independently owned offices or affiliated businesses or partners in our businesses;

•the effect on our businesses of any extraordinary transactions, restructurings, or reorganizations, including potential dilution, taxes, costs, and other impacts;

•our ability to effectively deploy our sources of liquidity to repurchase shares or limited partnership interests, pay any excise tax that may be imposed on the repurchase of shares, reduce our debt, and invest in growing our business;

•risks related to changes in our relationships with the GSEs and HUD and related changes in the credit markets;

•risks related to changes in the administration of the GSEs, including changes in the terms of applicable conservatorships and changes in their capabilities, and in their requirements for participating in their programs and any impact on transaction volume;

•risks inherent in doing business in and expanding into international markets, including economic or geopolitical conditions or uncertainties, the actions of governments or central banks, the risks of possible nationalization and/or foreign ownership restrictions, expropriation, price controls, capital controls, foreign currency fluctuations, regulatory and tax requirements, economic and/or political instability, geographic, time zone, language and cultural differences among personnel in different areas of the world, exchange controls and other restrictive government actions, the outbreak of hostilities, the pursuit of trade, border control or other related policies by the U.S. and/or other countries (including U.S.-China trade relations), recent economic volatility in the U.K., rising political and other tensions between the U.S. and China, as well as potential changes in these factors as a result of the upcoming U.S. presidential election;

•political and civil unrest in the U.S. or abroad, including demonstrations, riots, boycotts, and rising tensions with law enforcement, the impact of elections, or other social and political developments, political and labor unrest, the impact of U.S. government shutdowns or political impasses, and uncertainties regarding the debt ceiling and the federal budget, including on HUD, as well as potential changes in these factors as a result of the upcoming U.S. presidential election;

•the impact of terrorist acts, acts of war or other violence, as well as disasters or weather-related or similar events, including hurricanes, and heat waves as well as power failures, communication and transportation disruptions, and other interruptions of utilities or other essential services, and the impact of pandemics and other international health incidents;

•the effect on our business, clients, the markets in which we operate, and the economy in general of fluctuating interest rates, market volatility, and inflationary pressures and the Federal Reserve’s response thereto, infrastructure spending, changes in U.S. and foreign tax and other laws, interpretation of tax law, potential policy and regulatory changes in Mexico and other countries, sequestrations, uncertainties regarding the debt ceiling and the federal budget, and future changes to tax policy and other potential political policies resulting from elections and changes in governments;

•our dependence upon our key employees, our ability to build out successful succession plans, our ability to enforce post-employment restrictive covenants applicable to certain of our key employees and the potential impact of the Federal Trade Commission’s recent ban on non-compete provisions, scheduled to go into effect in September 2024 but under legal challenge, which may impact our employment arrangements and awards, the impact of absence due to illness or leave of certain key executive officers or employees and our ability to attract, retain, motivate and integrate new employees, as well as the competing demands on the time of certain of our executive officers who also provide services to Cantor, BGC and various other ventures and investments sponsored by Cantor;

•the impact of any claims or litigation related to compensation, or other transactions with our executive officers;

•extensive regulation of our business and clients, changes in regulations relating to commercial real estate and other industries, changes in environmental regulations, including regulations relating to climate change and greenhouse gas emissions, and risks relating to U.S. and foreign tax and compliance matters, including regulatory examinations, inspections, audits, investigations and enforcement actions, and any resulting costs, increased financial and capital requirements, enhanced oversight, remediation, fines, penalties, sanctions, and changes to or restrictions or limitations on specific activities, operations, and compensatory arrangements, and growth opportunities, including acquisitions, hiring, and new businesses, products, or services, as well as risks related to

our taking actions to ensure that we and Newmark Holdings are not deemed investment companies under the Investment Company Act;

•factors related to specific transactions or series of transactions as well as risks related to potential counterparty failure;

•costs and expenses of developing, maintaining and protecting our intellectual property, as well as employment, regulatory and other litigation, proceedings and their related costs, including related to acquisitions and other matters, including judgments, fines, or settlements paid, reputational risk, and the impact thereof on our financial results and cash flows in any given period;

•certain other financial risks, including the possibility of future losses, indemnification obligations, assumed liabilities, reduced cash flows from operations, increased leverage, reduced availability under our various credit facilities, and the need for short- or long-term borrowings, including from Cantor, our ability to refinance our indebtedness, including in the credit markets, on acceptable rates, and our ability to satisfy eligibility criteria for government-sponsored loan programs and changes to interest rates and market liquidity or our access to other sources of cash relating to acquisitions, dispositions, or other matters, potential liquidity and other risks relating to our ability to maintain continued access to credit and the availability of financing necessary to support ongoing business needs on terms acceptable to us, if at all, and risks associated with the resulting leverage, including potentially causing a reduction in our credit ratings and associated outlooks and increased borrowing costs;

•risks associated with the temporary or longer-term investment of our available cash, including in Newmark OpCo, defaults or impairments on the Company’s investments (including investments in non-marketable securities), joint venture interests, stock loans or cash management vehicles and collectability of loan balances owed to us by partners, employees, Newmark OpCo or others;

•the impact of any reduction in the willingness of commercial property owners to outsource their property management needs;

•our ability to enter new markets or develop new products or services and to induce clients to use these products or services and to secure and maintain market share;

•our ability to enter into marketing and strategic alliances or business combinations and attract investors or partners or engage in restructuring, rebranding or other transactions, including acquisitions, dispositions, reorganizations, partnering opportunities and joint ventures, the anticipated benefits of any such transactions, relationships or growth and the future impact of any such transactions, relationships or growth on other businesses and financial results for current or future periods, the integration of any completed acquisitions and the use of proceeds of any completed dispositions, the impact of amendments and/or terminations of any strategic arrangements, and the value of any hedging entered into in connection with consideration received or to be received in connection with such dispositions and any transfers thereof;

•our estimates or determinations of potential value with respect to various assets or portions of the Company’s business, including with respect to the accuracy of the assumptions or the valuation models or multiples used;

•the impact of near- or off-shoring on our business, including on our ability to manage turnover and hire, train, integrate and retain personnel, including brokerage professionals, salespeople, managers, and other professionals;

•our ability to effectively manage any growth that may be achieved, including outside of the U.S., while ensuring compliance with all applicable financial reporting, internal control, legal compliance, and regulatory requirements;

•our ability to identify and remediate any material weaknesses or significant deficiencies in internal controls that could affect our ability to properly maintain books and records, prepare financial statements and reports in a timely manner, control policies, practices and procedures, operations and assets, assess and manage the Company’s operational, regulatory and financial risks, and integrate acquired businesses and brokers, salespeople, managers and other professionals;

•information technology risks, including capacity constraints, failures, or disruptions in our systems or those of clients, counterparties, or other parties with which we interact, increased demands on such systems and on the telecommunications infrastructure from remote working, including cyber security risks and incidents, compliance with regulations requiring data minimization and protection and preservation of records of access and transfers of data, privacy risk and exposure to potential liability and regulatory focus;

•the expansion of our cybersecurity processes to include new businesses, or the integration of the cybersecurity processes of acquired businesses, including internationally;

•the impact of AI on the economy, our industry, our business and the businesses of our clients and vendors;

•the effectiveness of our governance, risk management, and oversight procedures and the impact of any potential transactions or relationships with related parties;

•the impact of our ESG or “sustainability” ratings on the decisions by clients, investors, potential clients and other parties with respect to our business, investments in us, our borrowing opportunities or the market for and trading price of our Class A common stock or Company debt securities, or other matters;

•the fact that the prices at which shares of our Class A common stock are or may be sold in offerings or other transactions may vary significantly, and purchasers of shares in such offerings or other transactions, as well as existing stockholders, may suffer significant dilution if the price they paid for their shares is higher than the price paid by other purchasers in such offerings or transactions; and

•the effect on the markets for and trading prices of our Class A common stock due to market factors, as well as of various offerings and other transactions, including offerings of Class A common stock and convertible or exchangeable debt or other securities, repurchases of shares of Class A common stock and purchases or redemptions of Newmark Holdings limited partnership interests or other equity interests in us or our subsidiaries, any exchanges by Cantor of shares of Class A common stock for shares of Class B common stock, any exchanges or redemptions of limited partnership units and issuances of shares of Class A common stock in connection therewith, including in corporate or partnership restructurings, payment of dividends on Class A common stock and distributions on limited partnership interests of Newmark Holdings and Newmark OpCo, convertible arbitrage, hedging, and other transactions engaged in by us or holders of outstanding shares, debt or other securities, share sales and stock pledges, stock loans, and other financing transactions by holders of shares or units (including by Cantor executive officers, partners, employees or others), including of shares acquired pursuant to employee benefit plans, unit exchanges and redemptions, corporate or partnership restructurings, acquisitions, conversions of shares of our Class B common stock and other convertible securities into shares of our Class A common stock, and distributions of our Class A common stock by Cantor to its partners, including deferred distribution rights shares.

The foregoing risks and uncertainties, as well as those risks and uncertainties set forth in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended December 31, 2023, may cause actual results and events to differ materially from the forward-looking statements. The information included herein is given as of the filing date of this Quarterly Report on Form 10-Q with the SEC, and future results or events could differ significantly from these forward-looking statements. We do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

PART I

ITEM 1. FINANCIAL STATEMENTS

NEWMARK GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

(unaudited)


	June 30, 2024		December 31, 2023

Assets:
Current assets:
Cash and cash equivalents	$	176,387	$	164,894
Restricted cash	101,812		93,812

Loans held for sale, at fair value	818,993		528,944
Receivables, net	552,660		622,508

Other current assets (see Note 17)	110,384		95,946
Total current assets	1,760,236		1,506,104
Goodwill	773,855		776,547
Mortgage servicing rights, net	514,203		531,203
Loans, forgivable loans and other receivables from employees and partners, net	787,735		651,197
Right-of-use assets	531,442		596,362
Fixed assets, net	173,721		178,035
Other intangible assets, net	74,239		83,626
Other assets (see Note 17)	143,478		148,501
Total assets	$	4,758,909	$	4,471,575
Liabilities, Redeemable Partnership Interests, and Equity:
Current liabilities:
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises	$	792,861	$	498,631
Accrued compensation	314,955		400,765
Accounts payable, accrued expenses and other liabilities (see Note 26)	581,283		583,564


Payables to related parties	6,732		6,644
Total current liabilities	1,695,831		1,489,604
Long-term debt	745,161		547,260
Right-of-use liabilities	528,424		598,044
Other long-term liabilities (see Note 26)	253,065		241,741
Total liabilities	3,222,481		2,876,649
Commitments and contingencies (see Note 28)
Redeemable partnership interests	13,465		16,244
Equity:
Class A common stock, par value of $0.01 per share: 1,000,000,000 shares authorized; 216,526,322 and 209,511,896 shares issued at June 30, 2024 and December 31, 2023, respectively, and 150,384,929 and 152,639,359 shares outstanding at June 30, 2024 and December 31, 2023, respectively	2,165		2,095
Class B common stock, par value of $0.01 per share: 500,000,000 shares authorized; 21,285,533 shares issued and outstanding at June 30, 2024 and December 31, 2023, convertible into Class A common stock	212		212
Additional paid-in capital	703,299		657,736
Retained earnings	1,154,280		1,166,675

Treasury stock at cost: 66,141,393 and 56,591,397 shares of Class A common stock at June 30, 2024 and December 31, 2023, respectively	(648,820)		(569,235)
Accumulated other comprehensive loss	(8,607)		(4,555)
Total stockholders’ equity	1,202,529		1,252,928
Noncontrolling interests	320,434		325,754
Total equity	1,522,963		1,578,682
Total liabilities, redeemable partnership interests, and equity	$	4,758,909	$	4,471,575

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these financial statements.

NEWMARK GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues:
Management services, servicing fees and other	$	262,778	$	240,660	$	519,712	$	452,952
Leasing and other commissions	208,557		203,611		367,356		396,917
Capital markets	162,040		141,573		292,806		256,774


Total revenues	633,375		585,844		1,179,874		1,106,643
Expenses:
Compensation and employee benefits	377,523		346,930		705,717		675,280
Equity-based compensation and allocations of net income to limited partnership units and FPUs	25,486		19,609		76,929		55,258
Total compensation and employee benefits	403,009		366,539		782,646		730,538
Operating, administrative and other	147,737		146,826		285,680		265,808
Fees to related parties	6,668		6,827		14,209		14,619
Depreciation and amortization	40,879		42,034		84,854		80,864
Total operating expenses	598,293		562,226		1,167,389		1,091,829
Other income, net	5,637		3,925		5,623		915
Income from operations	40,719		27,543		18,108		15,729
Interest expense, net	(8,258)		(9,595)		(15,478)		(17,186)
Income (loss) before income taxes and noncontrolling interests	32,461		17,948		2,630		(1,457)
Provision for income taxes	9,046		6,719		5,530		3,663
Consolidated net income (loss)	23,415		11,229		(2,900)		(5,120)
Less: Net income (loss) attributable to noncontrolling interests	9,135		4,800		(927)		(1,199)
Net income (loss) available to common stockholders	$	14,280	$	6,429	$	(1,973)	$	(3,921)
Per share data:
Basic earnings per share
Net income (loss) available to common stockholders	$	14,280	$	6,429	$	(1,973)	$	(3,921)
Basic earnings per share	$	0.08	$	0.04	$	(0.01)	$	(0.02)
Basic weighted-average shares of common stock outstanding	173,469		173,939		174,121		173,254
Fully diluted earnings per share
Net income (loss) for fully diluted shares	$	20,582	$	8,850	$	(1,973)	$	(3,921)
Fully diluted earnings per share	$	0.08	$	0.04	$	(0.01)	$	(0.02)
Fully diluted weighted-average shares of common stock outstanding	255,604		244,954		174,121		173,254

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these financial statements.

NEWMARK GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Consolidated net income (loss)	$	23,415	$	11,229	$	(2,900)	$	(5,120)
Foreign currency translation adjustments	(2,151)		3,693		(5,062)		7,951
Comprehensive income (loss), net of tax	21,264		14,922		(7,962)		2,831
Less: Comprehensive income (loss) attributable to noncontrolling interests, net of tax	8,709		5,455		(1,937)		206
Comprehensive income (loss) available to common stockholders	$	12,555	$	9,467	$	(6,025)	$	2,625

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these financial statements.

NEWMARK GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(In thousands, except share and per share amounts)

(unaudited)


	Class A Common Stock		Class B Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total
Balance, April 1, 2024	$	2,131	$	212	$	690,342	$	(599,228)	$	1,145,189	$	(6,882)	$	319,334	$	1,551,098
Consolidated net income	—		—		—		—		14,280		—		9,135		23,415
Foreign currency translation adjustments	—		—		—		—		—		(1,725)		(426)		(2,151)
Dividends to common stockholders	—		—		—		—		(5,189)		—		—		(5,189)
Earnings distributions to limited partnership interests and other noncontrolling interests	—		—		—		—		—		—		(1,785)		(1,785)
Grant of exchangeability, redemption and issuance of Class A common stock, 3,206,036 shares	34		—		10,993		—		—		—		5,675		16,702
Contributions of capital to and from Cantor for equity-based compensation	—		—		(110)		—		—		—		(27)		(137)
Repurchase of 5,502,703 shares of Class A Common Stock	—		—		—		(44,712)		—		—		(10,795)		(55,507)
Forfeiture of Class A common stock, 735,781 shares	—		—		410		(4,880)		—		—		(1,079)		(5,549)
Restricted stock units compensation	—		—		1,664		—		—		—		402		2,066
Balance, June 30, 2024	$	2,165	$	212	$	703,299	$	(648,820)	$	1,154,280	$	(8,607)	$	320,434	$	1,522,963


	Class A Common Stock		Class B Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total
Balance, January 1, 2024	$	2,095	$	212	$	657,736	$	(569,235)	$	1,166,675	$	(4,555)	$	325,754	$	1,578,682
Consolidated net loss	—		—		—		—		(1,973)		—		(927)		(2,900)
Foreign currency translation adjustments	—		—		—		—		—		(4,052)		(1,010)		(5,062)

Dividends to common stockholders	—		—		—		—		(10,422)		—		—		(10,422)


Earnings distributions to limited partnership interests and other noncontrolling interests	—		—		—		—		—		—		(2,300)		(2,300)
Grant of exchangeability, redemption and issuance of Class A common stock, 6,111,672 shares	70		—		37,843		—		—		—		16,209		54,122
Contributions of capital to and from Cantor for equity-based compensation	—		—		(353)		—		—		—		(85)		(438)
Repurchase of 8,966,102 shares of Class A Common Stock	—		—		—		(74,705)		—		—		(17,963)		(92,668)
Forfeiture of Class A common stock, 735,781 shares	—		—		410		(4,880)		—		—		(1,079)		(5,549)
Restricted stock units compensation	—		—		7,663		—		—		—		1,835		9,498


Balance, June 30, 2024	$	2,165	$	212	$	703,299	$	(648,820)	$	1,154,280	$	(8,607)	$	320,434	$	1,522,963


	Class A Common Stock		Class B Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total
Balance, April 1, 2023	$	2,039	$	212	$	601,150	$	(538,612)	$	1,129,441	$	(8,481)	$	317,092	$	1,502,841
Consolidated net income	—		—		—		—		6,429		—		4,800		11,229
Foreign currency translation adjustments	—		—		—		—		—		3,038		655		3,693
Cantor purchase of Cantor units from Newmark Holdings upon redemption/ exchange of FPUs, 422,646 units	—		—		—		—		—		—		1,760		1,760
Dividends to common stockholders	—		—		—		—		(5,226)		—				(5,226)
Earnings distributions to limited partnership interests and other noncontrolling interests	—		—		—		—		—		—		(22,422)		(22,422)
Grant of exchangeability, redemption and issuance of Class A common stock, 1,446,005 shares	14		—		9,913		—		—		—		3,353		13,280
Contributions of capital to and from Cantor for equity-based compensation	—		—		(154)		—		—		—		3		(151)
Repurchase of 2,354,217 shares of Class A Common Stock	—		—		—		(11,005)		—		—		(2,356)		(13,361)
Restricted stock units compensation	—		—		2,938		—		—		—		629		3,567
Balance, June 30, 2023	$	2,053	$	212	$	613,847	$	(549,617)	$	1,130,644	$	(5,443)	$	303,514	$	1,495,210


	Class A Common Stock		Class B Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total
Balance, January 1, 2023	$	2,011	$	212	$	584,709	$	(538,612)	$	1,145,006	$	(11,989)	$	343,528	$	1,524,865
Consolidated net loss	—		—		—		—		(3,921)		—		(1,199)		(5,120)
Foreign currency translation adjustments	—		—		—		—		—		6,546		1,405		7,951
Cantor purchase of Cantor units from Newmark Holdings upon redemption/ exchange of FPUs, 422,646 units	—		—		—		—		—		—		1,760		1,760
Dividends to common stockholders	—		—		—		—		(10,441)		—		—		(10,441)
Purchase of noncontrolling interests	—		—		(3,462)								(18,484)		(21,946)

Earnings distributions to limited partnership interests and other noncontrolling interests	—		—		—		—		—		—		(31,739)		(31,739)
Grant of exchangeability, redemption and issuance of Class A common stock, 1,767,863 shares	42		—		25,169		—		—		—		8,995		34,206
Contributions of capital to and from Cantor for equity-based compensation	—		—		(457)		—		—		—		(49)		(506)

Repurchase of 1,682,871 shares of Class A Common Stock	—		—		—		(11,005)		—		—		(2,356)		(13,361)
Restricted stock units compensation	—		—		7,888		—		—		—		1,653		9,541

Balance, June 30, 2023	$	2,053	$	212	$	613,847	$	(549,617)	$	1,130,644	$	(5,443)	$	303,514	$	1,495,210


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Dividends declared per share of common stock	$	0.03	$	0.03	$	0.06	$	0.06
Dividends declared and paid per share of common stock	$	0.03	$	0.03	$	0.06	$	0.06

The accompanying Notes to the Condensed Consolidated Financial Statements are an integral part of these financial statements.

NEWMARK GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)


	Six Months Ended June 30,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net loss	$	(2,900)	$	(5,120)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Gains on originated mortgage servicing rights	(39,850)		(31,619)
Depreciation and amortization	84,854		80,864


Provision for credit losses on the financial guarantee liability	1,357		2,583
Provision (reversal) for doubtful accounts	(636)		(1,438)
Equity-based compensation and allocation of net income to limited partnership units and FPUs	76,929		55,258
Employee loan amortization and other non-cash compensation expense	62,072		50,423
Deferred tax benefit	(136)		—
Non-cash changes in acquisition related earn-outs	(721)		194

Unrealized (gains) losses on loans held for sale	(16,056)		4,487

Income from an equity method investment	—		(8,535)



Unrealized (gains) losses on marketable securities	(36)		478
Unrealized losses (gains) on non-marketable investments	(48)		—

Loan originations—loans held for sale	(3,198,267)		(3,779,074)
Loan sales—loans held for sale	2,924,275		2,975,962
Other	1,734		4,692
Consolidated net income (loss), adjusted for non-cash and non-operating items	(107,429)		(650,845)
Changes in operating assets and liabilities:
Receivables, net	70,484		19,679
Loans, forgivable loans and other receivables from employees and partners, net	(185,745)		(177,837)
Right-of-use assets	64,920		17,941

Other assets	(13,420)		(20,804)
Accrued compensation	(111,573)		(89,601)
Right-of-use liability	(69,373)		(5,106)
Accounts payable, accrued expenses and other liabilities	24,778		7,580
Payables to related parties	89		(485)
Net cash used in operating activities	(327,269)		(899,478)
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for acquisitions, net of cash acquired and proceeds from divestitures	—		(99,885)





Purchase of non-marketable investments	(312)		—


Purchases of fixed assets	(16,308)		(33,634)



Net cash used in investing activities	(16,620)		(133,519)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from warehouse facilities	3,198,267		3,779,074
Principal payments on warehouse facilities	(2,904,037)		(2,985,008)





Borrowing of debt	775,000		225,000
Repayment of debt	(575,000)		—




Treasury stock repurchases	(92,668)		(13,361)
Earnings and tax distributions to limited partnership interests and other noncontrolling interests	(22,418)		(22,532)
Dividends to stockholders	(10,422)		(10,441)
Payments on acquisition earn-outs	—		(983)
Deferred financing costs	(5,340)		—
Net cash provided by financing activities	363,382		971,749
Net increase (decrease) in cash and cash equivalents and restricted cash	19,493		(61,248)
Cash and cash equivalents and restricted cash at beginning of period	258,706		312,952
Cash and cash equivalents and restricted cash at end of period	$	278,199	$	251,704


	Six Months Ended June 30,
	2024		2023
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	4,792	$	22,078
Taxes	$	16,708	$	38,472

NEWMARK GROUP, INC. [NMRK] Filings
10-Q	[2024-08-08]
10-Q	[2024-05-10]
10-K	[2024-02-29]
10-Q	[2023-11-09]
10-Q	[2023-08-09]
10-Q	[2023-05-09]
10-K	[2023-03-16]
10-Q	[2022-11-07]
10-Q	[2022-08-08]
10-Q	[2022-05-09]
10-K	[2022-03-01]
10-Q	[2021-11-09]
10-Q	[2021-08-09]
10-Q	[2021-05-07]
10-K	[2021-03-01]
10-Q	[2020-11-06]
10-Q	[2020-08-07]
10-Q	[2020-05-11]
10-K	[2020-02-28]
10-Q	[2019-11-08]
10-Q	[2019-08-09]
10-Q	[2019-05-10]
10-K	[2019-03-15]
10-Q	[2018-11-14]
10-Q	[2018-08-14]
10-Q	[2018-05-15]
10-K	[2018-03-20]
S-1	[2017-10-23]