Strategic Growth & Financial Overview
Disclaimer and Other Useful Information
Forward-Looking Statements
Statements in this document regarding Newmark that are not historical facts are "forward-looking statements" that involve risks and uncertainties, which could cause actual results to differ from those contained in the forward-
looking statements. These include statements about the effects of the COVID-19 pandemic on the Company's business, results, financial position, liquidity and outlook, which may constitute forward-looking statements and are
subject to the risk that the actual impact may differ, possibly materially, from what is currently expected. Except as required by law, Newmark undertakes no obligation to update any forward-looking statements. For a discussion
of additional risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see Newmark's Securities and Exchange Commission filings, including, but not limited to,
the risk factors and Special Note on Forward-Looking Information set forth in these filings and any updates to such risk factors and Special Note on Forward-Looking Information contained in subsequent reports on Form 10-K,
Form 10-Q or Form 8-K.
Note About Outlook and 2025 Targets
Any outlook discussed in this document is valid only as of July 29, 2022. Such expectations are subject to change based on various macroeconomic, social, political, and other factors, including the COVID-19 pandemic. While
our 2025 financial and operational targets do assume acquisitions, they are also subject to change for these same reasons. None of our targets or goals through 2025 should be considered
formal guidance.
The Impact of Nasdaq
The receipt of shares from Nasdaq may also be referred to as the "Earn-out". For additional information about the Earn-out and related monetization transactions (the "Nasdaq Forwards"), which were a component of GAAP
other income for periods before the second quarter of 2022, see the sections of the Company's most recent SEC filings on Form 10-Q or Form 10-K titled "Nasdaq Monetization Transactions" and "Exchangeable Preferred
Partnership Units and Forward Contract", as well as any updates regarding these topics in subsequent SEC filings. For the definition of the "Impact of Nasdaq", see the section of this document called "Calculation of Other
(income) losses for Adjusted Earnings and Adjusted EBITDA (Beginning in Third Quarter 2021, as Updated)" under "Non-GAAP Financial Measures".
The 2021 Equity Event and Year-on-Year Share Count Reduction
The year-on-year reduction in share count reflects the Impact of the 2021 Equity Event, open market share repurchases, or other redemptions. The "Impact the 2021 Equity Event" is defined in the section of this document
called "Excluded Compensation-Related Items with Respect to the 2021 Equity Event under Adjusted Earnings and Adjusted EBITDA (Beginning in Third Quarter 2021, as Updated)" under "Non-GAAP Financial Measures".
For additional details on how the 2021 Equity Event impacted share count and GAAP expenses, see the section of the Company's second quarter 2021 financial results press release titled "Additional Details About the Impact
of Nasdaq and the 2021 Equity Event" and the related SEC filing on Form 8-K, as well as any subsequent disclosures in filings on Forms 10-Q and/or 10-K.
Non-GAAP Measures
This presentation should be read in conjunction with Newmark's most recent financial results press releases and/or SEC filings on Forms 10-Q and/or 10-K. "U.S. Generally Accepted Accounting Principles" are also
known as "GAAP". Unless otherwise stated, throughout this document Newmark refers to its results only on a Non-GAAP basis. See the sections of this document including "Non-GAAP Financial Measures", "Adjusted
Earnings Defined", "Reconciliation of GAAP Net Income Available to Common Stockholders to Adjusted Earnings Before Noncontrolling Interests and Taxes and GAAP Fully Diluted EPS to Post-Tax Adjusted EPS",
"Fully diluted weighted-average share count for GAAP and Adjusted Earnings", "Adjusted EBITDA Defined", and "Reconciliation of GAAP Net Income (Loss) Available to Common Stockholders to Adjusted EBITDA",
including any footnotes to these sections, for the complete and/or updated definitions of these non-GAAP terms and how, when and why management uses them, and the differences between results under GAAP and
non-GAAP for the periods discussed herein. Please also see the table towards the end of this document for a reconciliation of GAAP pre-tax income to GAAP pre-tax income excluding the Impact of Nasdaq and the
2021 Equity Event.
Online Availability Of Investor Presentation And Additional Financial Tables
Newmark's quarterly supplemental Excel tables show revenues, earnings, and other metrics for periods from 2018 through the second quarter of 2022. The Excel tables and the Company's quarterly financial results
presentation are available for download at ir.nmrk.com. These materials include other useful information that may not be contained herein.
Revenue and Non-GAAP Earnings Recast
Beginning with the first quarter of 2022, the Company adjusted its line items under "Revenue Detail". "Gains from mortgage banking activities/origination, net" has been combined with commercial mortgage brokerage revenues
as "Commercial mortgage origination, net", while "Investment sales" is a stand-alone line-item. This change in presentation had no impact on any period's consolidated revenues or earnings. Since the second quarter of 2021,
Newmark has reported Adjusted Earnings and Adjusted EBITDA excluding the Impact of Nasdaq and the 2021 Equity Event. Figures for these items in prior periods under their current and former presentations are contained in
both the fourth quarter 2021 and first quarter 2022 Excel supplements on Newmark's investor relations website. Beginning with the first quarter of 2022, the Company has reclassified an immaterial amount of revenues related
to its flexible workspace business as fee revenues from non-fee revenues for all periods from April 1, 2021, onwards, as shown in the same supplemental
Excel tables.
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