EX-99.1 2 nmrk-ex991_6.htm EX-99.1 nmrk-ex991_6.htm

Exhibit 99.1

Newmark Group, Inc. Reports Second Quarter 2019 Financial Results

Declares Quarterly Dividend of Ten Cents

Conference Call to Discuss Results Scheduled for 10:00 AM ET Today

 

NEW YORK, NY – August 1, 2019 – Newmark Group, Inc. (NASDAQ: NMRK) (“Newmark” or “the Company”) today reported its financial results for the quarter ended June 30, 2019.

 

Select Results Compared to the Year-Earlier Period1

 

Highlights of Consolidated Results

(USD millions)

2Q19

2Q18

Change

YTD 2019

YTD 2018

Change

Revenues

$551.5

$466.6

18.2%

$999.1

$897.1

11.4%

GAAP income before income taxes and noncontrolling interests

41.2

15.1

172.5%

71.3

54.5

30.7%

GAAP net income for fully diluted shares

23.3

0.5

NMF

33.1

32.6

1.7%

Adjusted Earnings before noncontrolling interests and taxes

96.7

77.9

24.1%

161.5

133.1

21.3%

Post-tax Adjusted Earnings to fully diluted shareholders

80.7

67.3

19.8%

136.3

114.4

19.1%

Adjusted EBITDA

111.1

94.0

18.2%

190.5

167.1

14.0%

 

Per Share Results

2Q19

2Q18

Change

YTD 2019

YTD 2018

Change

GAAP net income for fully diluted shares

$0.11

$0.00

NMF

$0.18

$0.13

38.5%

Post-tax Adjusted Earnings per share

0.30

0.26

15.4%

0.50

0.45

11.1%

 

Management Comments

Barry M. Gosin, Chief Executive Officer of Newmark, said: “We generated 18% growth in revenues and strong earnings improvement in the second quarter of 2019 compared with last year. Our top-line increased across each of our major business lines, led by year-over-year improvements of 22% in leasing and 27% in capital markets. We remain confident that we will achieve our full year outlook in 2019.

 

Broker productivity increased by 8% and 9% year-over-year in the second quarter and for the trailing twelve months, respectively. Newmark continues to attract top producers, who are drawn to our entrepreneurial culture, industry-leading technology and data, and the breadth and quality of our platform. We are energized by our recruiting and acquisition prospects and our ability to sustain the positive momentum we accomplished in the second quarter.”

 

Dividend Information

On July 31, 2019, Newmark’s Board of Directors declared a quarterly qualified cash dividend of $0.10 per share payable on September 5, 2019 to Class A and Class B common stockholders of record as of August 20, 2019. The ex-dividend date will be August 19, 2019.2

 

 

1 

U.S. Generally Accepted Accounting Principles is referred to as “GAAP”. “GAAP income before income taxes and noncontrolling interests” and “Adjusted Earnings before noncontrolling interests and taxes” may be used interchangeably with “GAAP pre-tax earnings” and “pre-tax Adjusted Earnings”, respectively. See the sections of this document including “Outlook for 2019”, “Non-GAAP Financial Measures”, “Adjusted Earnings Defined”, “Reconciliation of GAAP Income (Loss) to Adjusted Earnings 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 Income (Loss) to Adjusted EBITDA”, including any footnotes to these sections, for the complete and updated definitions of these non-GAAP terms and how, when and why management uses them, as well as for the differences between results under GAAP and non-GAAP for the periods discussed herein.

2 

This dividend is consistent with the Company’s previously stated intention of paying out up to 25% of its expected full year Adjusted Earnings per share to common stockholders.


 

Online Availability of Investor Presentation and Additional Financial Tables

An investor presentation as well as Excel versions of the tables at the end of this document are available for download at http://ir.ngkf.com. The Excel tables and presentation contain the results discussed in this document, non-GAAP results for 2018 and 2017, as well as other useful information that may not be contained herein.

 

Revenue Detail3

 

Consolidated Revenues

(USD millions)

2Q19

2Q18

Change

YTD 2019

YTD 2018

Change

Leasing and other commissions

$217.4

$178.1

22.0%

$389.9

$337.5

15.5%

Capital markets

128.8

101.7

26.6%

231.5

203.1

14.0%

Gains from mortgage banking activities/origination, net

45.1

41.9

7.7%

76.4

80.8

(5.4)%

Management services, servicing fees, and other

160.3

144.9

10.6%

301.3

275.7

9.3%

Total revenues

551.5

466.6

18.2%

999.1

897.1

11.4%

 

76% of Newmark’s year-over-year revenue improvement was organic in the second quarter of 2019. The Company produced strong top-line growth from both tenant and landlord representation. The Company’s combined quarterly volumes across both capital markets and originations were up by 34% to $18 billion compared with the second quarter of 2018.

 

Consolidated Expenses4

 

Consolidated Expenses

(USD millions)

2Q19

2Q18

Change

YTD 2019

YTD 2018

Change

Compensation and employee benefits under GAAP

$316.7

$266.6

18.8%

$580.1

$527.7

9.9%

Equity-based compensation and allocations of net income to limited partnership units and FPUs

39.4

67.4

(41.6)%

53.2

84.8

(37.2)%

Non-compensation expenses under GAAP

142.4

106.6

33.6%

265.3

211.4

25.5%

Total expenses under GAAP

498.5

440.6

13.1%

898.6

823.9

9.1%

Compensation and employee benefits for Adjusted Earnings

316.7

266.6

18.8%

580.1

527.7

9.9%

Non-compensation expenses for Adjusted Earnings

137.9

114.0

21.0%

253.8

220.3

15.2%

Total expenses for Adjusted Earnings

454.7

380.6

19.5%

833.9

748.0

11.5%

 

Compensation expense and employee benefits under GAAP and for Adjusted Earnings increased in the second quarter primarily due to higher revenues and our continued hiring of leading industry professionals. Non-compensation expenses for GAAP increased largely due to higher non-cash MSR amortization and ASC 606 pass-through expenses. MSR amortization moves inversely with interest rates, all else equal. Exclusive of these increases, non-compensation expenses for both GAAP and Adjusted Earnings as a percentage of revenues were unchanged year-over-year in the second quarter.  

 

3 

Investment sales, mortgage brokerage, and agency lending revenues represents two separate line items: 1) Capital markets (which consists of investment sales and non-originated mortgage brokerage), and 2) Gains from mortgage banking activities/origination, net (referred to here as “agency lending”)

4 

Please see “Adjusted Earnings Defined” and “Reconciliation of GAAP Income (Loss) to Adjusted Earnings and GAAP Fully Diluted EPS to Post-Tax Adjusted EPS” for more information on charges with respect to equity-based compensation and allocations of net income to limited partnership units and FPUs, as well as more information how non-cash GAAP gains attributable to originated mortgage servicing rights (“OMSRs”) and GAAP amortization of mortgage servicing rights (“MSRs”) impact non-GAAP results.

 

Page 2


 

 

Other Income

 

Other Income (USD millions)

2Q19

2Q18

Change

YTD 2019

YTD 2018

Change

Other income (loss) under GAAP

$(3.7)

$(0.4)

NMF

$(13.4)

$5.3

NMF

Other income (loss) for Adjusted Earnings

7.90

2.40

229.2%

12.10

8.00

51.3%

 

Newmark’s results under GAAP reflect the non-cash mark-to-market change of the Nasdaq Forwards,5 which hedge against potential downside risk from a decline in the share price of Nasdaq’s common stock, while allowing Newmark to retain all the potential upside from any related share price appreciation. The value of the Nasdaq Forwards moves inversely with the price of Nasdaq common stock. As a result, GAAP “other income (loss)” includes non-cash charges of $15.6 million and $2.8 million in the second quarters of 2019 and 2018, respectively, as well as $29.0 million and $2.8 million for the first halves of 2019 and 2018, respectively, related to these unrealized mark-to-market movements. Also included in other income (loss) under GAAP in 2019 are non-cash mark-to-market gains on non-marketable investments of $3.9 million. These non-cash items are not included in Newmark’s calculations for Adjusted Earnings or Adjusted EBITDA.

 

Taxes and Noncontrolling Interest

 

Taxes (USD millions)

2Q19

2Q18

Change

YTD 2019

YTD 2018

Change

GAAP provision for income taxes

$9.1

$10.8

(15.7)%

$15.8

$17.8

(11.0)%

Provision for income taxes for Adjusted Earnings

15.7

10.3

52.0%

25.0

17.6

41.7%

Net income attributable to noncontrolling interests for GAAP

9.4

3.6

164.3%

15.9

16.0

(0.9)%

Net income attributable to noncontrolling interests for Adjusted Earnings

0.3

0.2

39.6%

0.2

1.1

NMF

 

Consolidated Share Count6

 

Consolidated Share Count

2Q19

2Q18

Change

1Q19

Fully diluted weighted-average share count under GAAP

208.2

155.9

33.5%

269.1

Fully diluted weighted-average share count for Adjusted Earnings

271.0

258.7

4.7%

269.1

Fully diluted period-end (spot) share count under GAAP and Adjusted Earnings

269.8

258.9

4.2%

268.3

 

During the second quarter of 2019, Newmark repurchased 1.6 million shares of Class A common for $13.9 million at an average price of $8.61 per share.

 

Newmark’s fully diluted weighted-average share count for Adjusted Earnings in the second quarter of 2019 was essentially flat sequentially. The second quarter weighted-average share count reflects a benefit of only approximately 500,000 shares with respect to the aforementioned share repurchases due to the timing of these transactions. The fully diluted weighted-average share count under GAAP may differ from the fully diluted weighted-average share count for Adjusted Earnings in order to avoid anti-dilution in certain periods. This also impacts GAAP net income for fully diluted shares.

 

 

5 

For additional information about Newmark’s expected receipt of Nasdaq shares and related monetization transactions, 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..

6 

The term “spot” is used interchangeably with the end-of-period share count.

 

Page 3


 

Select Balance Sheet Data7

 

Select Balance Sheet Data

(USD millions)

June 30, 2019

December 31, 2018

Cash and cash equivalents

$107.7

$122.5

Liquidity

107.7

171.4

Long-term debt

582.8

537.9

Total equity

1,042.7

1,083.0

 

Newmark’s total liquidity was $107.7 million as of June 30, 2019, as compared with $72.5 million as of March 31, 2019 and $171.4 million at year-end 2018. These changes largely reflect Newmark’s cash flows generated from operations, offset by continued hiring of industry professionals, acquisitions, share buybacks, and ordinary movement in working capital.

 

The Company’s net debt to trailing twelve month Adjusted EBITDA was 0.9 times as of June 30, 2019.8 Given Newmark’s liquidity, anticipated Adjusted EBITDA, and the Company’s low leverage levels, Newmark believes it is well-positioned to invest for growth.

 

Outlook for 2019

 

Metric

2018 Actual

2019 Expected Range

Versus May 2019 Outlook

Revenues

$2,047.6 MM

$2,200 MM to $2,300 MM

Unchanged

Adjusted EBITDA

$524.4 MM

$550 MM to $585 MM

Unchanged

Adjusted Earnings Tax Rate

14.8%

14% to 16%

Unchanged

Year-end (spot) Share Count

268.0 MM

Up 0% to 1%

Unchanged

Weighted Average Share Count for Adjusted Earnings

259.0 MM

Up 3% to 4%

Unchanged

Post-tax Adjusted Earnings Per Share

$1.50

$1.60 to $1.70

Unchanged

 

The outlook for 2019 excludes the potential impact of any material acquisitions or meaningful changes to the Company’s stock price.

 

Conference Call and Investor Presentation

Newmark will host a conference call at 10:00 a.m. ET today to discuss these results. A webcast of the call, along with an investor presentation summarizing the Company’s Non-GAAP results, is expected to be accessible via the following site: http://ir.ngkf.com. A webcast replay of the conference call is expected to be accessible at the same website within 24 hours of the live call and will be available for 365 days following the call. Additionally, call participants may dial in with the following information:

 

7 

“Total equity” in this table is the sum of “redeemable partnership interests,” “noncontrolling interests” and “total stockholders' equity”. “Long-term debt” in this table is the sum of “Long-term debt” and “Long-term debt payable to related parties” and excludes “Current portion of payables to related parties” as well as “Warehouse facilities collateralized by U.S. Government Sponsored Enterprises”. Newmark uses its warehouse lines and repurchase agreements for short-term funding of mortgage loans originated under its GSE and FHA lending programs, and such amounts are generally offset by “Loans held for sale, at fair value” on the balance sheet. Such loans are typically sold within 45 days. Loans made using Newmark’s warehouse lines are recourse to Berkeley Point Capital LLC, but non-recourse to Newmark Group. Liquidity excludes marketable securities that have been financed. See the section titled “Liquidity Defined” and the related reconciliation tables later in this document.

8 

The numerator in this net debt to Adjusted EBITDA calculation is the sum of “Long-term debt” and “Long-term debt payable to related parties” less total liquidity.

 

Page 4


 

Live Conference Call Details  

 

Date - Start Time:

8/1/2019 at 10:00 a.m. ET

U.S. Dial In:

1-844-698-0961

International Dial In:

1-647-253-8659

Passcode:

435-9436

 

Replay

 

Available From – To:

8/1/2019 1:00 p.m. ET – 8/7/2019 11:59 p.m. ET

U.S. Dial In:

1-800-585-8367

International Dial In:

1-416-621-4642

Passcode:

435-9436

 

 

(Note: If clicking on the above links does not open up a new web page, you may need to cut and paste the above URLs into your browser's address bar.)

 

 

 

 

Page 5


 

NEWMARK GROUP, INC.

 

CONSOLIDATED BALANCE SHEETS

 

(in thousands)

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

 

December 31,

 

 

 

2019

 

 

2018

 

Assets

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

107,671

 

 

$

122,475

 

Restricted cash

 

 

57,661

 

 

 

64,931

 

Marketable securities

 

 

33,659

 

 

 

48,942

 

Loans held for sale, at fair value

 

 

818,909

 

 

 

990,864

 

Receivables, net

 

 

466,849

 

 

 

451,605

 

Receivables from related parties

 

 

1,237

 

 

 

20,498

 

Other current assets

 

 

79,394

 

 

 

57,739

 

Total current assets

 

 

1,565,380

 

 

 

1,757,054

 

Goodwill

 

 

543,125

 

 

 

515,321

 

Mortgage servicing rights, net

 

 

400,783

 

 

 

411,809

 

Loans, forgivable loans and other receivables from employees and partners

 

 

320,400

 

 

 

285,532

 

Fixed assets, net

 

 

83,543

 

 

 

78,805

 

Other intangible assets, net

 

 

35,248

 

 

 

35,769

 

Other assets

 

 

558,379

 

 

 

369,867

 

Total assets

 

$

3,506,858

 

 

$

3,454,157

 

 

 

 

 

 

 

 

 

 

Liabilities, Redeemable Partnership Interest, and Equity:

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Warehouse facilities collateralized by U.S. Government Sponsored Enterprises

 

$

793,194

 

 

$

972,387

 

Accrued compensation

 

 

339,582

 

 

 

366,506

 

Current portion of accounts payable, accrued expenses and other liabilities

 

 

328,448

 

 

 

312,239

 

Securities loaned

 

 

33,659

 

 

 

-

 

Current portion of payables to related parties

 

 

25,508

 

 

 

13,507

 

Total current liabilities

 

 

1,520,391

 

 

 

1,664,639

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

582,840

 

 

 

537,926

 

Other long term liabilities

 

 

360,909

 

 

 

168,623

 

Total liabilities

 

 

2,464,140

 

 

 

2,371,188

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

Total equity (1)

 

 

1,042,718

 

 

 

1,082,969

 

Total liabilities and equity

 

$

3,506,858

 

 

$

3,454,157

 

 

 

 

 

 

 

 

 

 

(1) Includes “redeemable partnership interests,” “noncontrolling interests” and “total stockholders’ equity”.

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 6


 

NEWMARK GROUP, INC.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

 

(in thousands, except per share data)

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

Revenues:

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Commissions

 

$

346,131

 

 

$

279,833

 

 

$

621,399

 

 

$

540,568

 

Gains from mortgage banking activities/origination, net

 

 

45,091

 

 

 

41,877

 

 

 

76,437

 

 

 

80,791

 

Management services, servicing fees and other

 

 

160,256

 

 

 

144,909

 

 

 

301,298

 

 

 

275,720

 

Total revenues

 

 

551,478

 

 

 

466,619

 

 

 

999,134

 

 

 

897,079

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation and employee benefits

 

 

316,737

 

 

 

266,639

 

 

 

580,090

 

 

 

527,727

 

Equity-based compensation and allocations of net income to limited partnership units and FPUs

 

 

39,353

 

 

 

67,367

 

 

 

53,224

 

 

 

84,783

 

Total compensation and employee benefits

 

 

356,090

 

 

 

334,006

 

 

 

633,314

 

 

 

612,510

 

Operating, administrative and other

 

 

101,749

 

 

 

80,048

 

 

 

189,642

 

 

 

155,475

 

Fees to related parties

 

 

7,222

 

 

 

6,301

 

 

 

13,947

 

 

 

13,195

 

Depreciation and amortization

 

 

33,425

 

 

 

20,201

 

 

 

61,729

 

 

 

42,714

 

Total non-compensation expenses

 

 

142,396

 

 

 

106,550

 

 

 

265,318

 

 

 

211,384

 

Total expenses

 

 

498,486

 

 

 

440,556

 

 

 

898,632

 

 

 

823,894

 

Other income (loss), net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (loss), net

 

 

(3,726

)

 

 

(365

)

 

 

(13,444

)

 

 

5,342

 

Total other income (loss), net

 

 

(3,726

)

 

 

(365

)

 

 

(13,444

)

 

 

5,342

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

 

49,266

 

 

 

25,698

 

 

 

87,058

 

 

 

78,527

 

Interest expense, net

 

 

(8,081

)

 

 

(10,582

)

 

 

(15,780

)

 

 

(23,991

)

Income before income taxes and noncontrolling interests

 

 

41,185

 

 

 

15,116

 

 

 

71,278

 

 

 

54,536

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

9,121

 

 

 

10,822

 

 

 

15,808

 

 

 

17,755

 

Consolidated net income

 

 

32,064

 

 

 

4,294

 

 

 

55,470

 

 

 

36,781

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less:  Net income attributable to noncontrolling interests

 

 

9,396

 

 

 

3,555

 

 

 

15,898

 

 

 

16,045

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to common stockholders

 

$

22,668

 

 

$

739

 

 

$

39,572

 

 

$

20,736

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Per share data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to common stockholders (1)

 

$

19,444

 

 

$

546

 

 

$

33,124

 

 

$

20,542

 

Basic earnings per share

 

$

0.11

 

 

$

0.00

 

 

$

0.19

 

 

$

0.13

 

Basic weighted-average shares of common stock outstanding

 

 

178,754

 

 

 

155,157

 

 

 

178,683

 

 

 

155,447

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fully diluted earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for fully diluted shares (1)

 

$

23,308

 

 

$

546

 

 

 

33,124

 

 

 

32,562

 

Fully diluted earnings per share

 

$

0.11

 

 

$

0.00

 

 

$

0.18

 

 

$

0.13

 

Fully diluted weighted-average shares of common stock outstanding

 

 

208,150

 

 

 

155,938

 

 

 

179,434

 

 

 

252,804

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per share of common stock

 

$

0.10

 

 

$

0.09

 

 

$

0.20

 

 

$

0.18

 

Dividends paid per share of common stock

 

$

0.10

 

 

$

0.09

 

 

$

0.19

 

 

$

0.09

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Includes a reduction for dividends on preferred stock or units of $3.2 million and $6.4 million for the three and six months ended June 30, 2019, respectively, and $0.2 million for the three and six months ended June 30, 2018.

 

Page 7


 

NEWMARK GROUP INC.

 

SUMMARIZED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(In thousands)

 

(unaudited)

 

 

 

 

 

 

 

Six Months Ended June 30,

 

 

 

 

 

 

 

2019

 

 

2018

 

Net cash provided by (used in) operating activities

 

$

218,610

 

 

$

(120,989

)

Net cash (used in) provided by investing activities

 

 

(25,561

)

 

 

12,942

 

Net cash (used in) provided by financing activities

 

 

(215,123

)

 

 

309,938

 

Net (decrease) increase in cash and cash equivalents

 

 

(22,074

)

 

 

201,891

 

Cash and cash equivalents and restricted cash at beginning of period

 

 

187,406

 

 

 

173,374

 

Cash and cash equivalents and restricted cash at end of period

 

$

165,332

 

 

$

375,265

 

Net cash provided by operating activities excluding activity from loan originations and sales

 

$

46,656

 

 

$

64,345

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The condensed consolidated statement of cash flows is presented in summarized form. For complete condensed consolidated statement of cash flows, please refer to the Company’s quarterly report on Form 10-Q for the six months ended June 30, 2019, to the filed with the Securities and Exchange Commission in the near future.


 

Page 8


 

Non-GAAP Financial Measures

This document contains non-GAAP financial measures that differ from the most directly comparable measures calculated and presented in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). Non-GAAP financial measures used by the Company include “Adjusted Earnings before noncontrolling interests and taxes”, which is used interchangeably with “pre-tax Adjusted Earnings”; “Post-tax Adjusted Earnings to fully diluted shareholders”, which is used interchangeably with “post-tax Adjusted Earnings”; “Adjusted EBITDA”; and “Liquidity”. The definitions of these terms are below.

 

Adjusted Earnings Defined

Newmark uses non-GAAP financial measures, including “Adjusted Earnings before noncontrolling interests and taxes” and “Post-tax Adjusted Earnings to fully diluted shareholders”, which are supplemental measures of operating results used by management to evaluate the financial performance of the Company and its consolidated subsidiaries. Newmark believes that Adjusted Earnings best reflect the operating earnings generated by the Company on a consolidated basis and are the earnings which management considers when managing its business.

 

As compared with “Income (loss) before income taxes and noncontrolling interests” and “Net income (loss) for fully diluted shares”, both prepared in accordance with GAAP, Adjusted Earnings calculations primarily exclude certain non-cash items and other expenses that generally do not involve the receipt or outlay of cash by the Company and/or which do not dilute existing stockholders. In addition, Adjusted Earnings calculations exclude certain gains and charges that management believes do not best reflect the ordinary results of Newmark. Adjusted Earnings is calculated by taking the most comparable GAAP measures and making adjustments for certain items with respect to compensation expenses, non-compensation expenses, and other income, as discussed below.

 

Calculations of Compensation Adjustments for Adjusted Earnings and Adjusted EBITDA

The Company’s Adjusted Earnings and Adjusted EBITDA measures exclude all GAAP charges included in the line item “Equity-based compensation and allocations of net income to limited partnership units and FPUs” (or “equity-based compensation” for purposes of defining the Company’s non-GAAP results) as recorded on the Company’s GAAP Consolidated Statements of Operations and GAAP Consolidated Statements of Cash Flows. These GAAP equity-based compensation charges reflect the following items:

 

*

Charges with respect to grants of exchangeability, which reflect the right of holders of limited partnership units with no capital accounts, such as LPUs and PSUs, to exchange these units into shares of common stock, or into partnership units with capital accounts, such as HDUs, as well as cash paid with respect to taxes withheld or expected to be owed by the unit holder upon such exchange. The withholding taxes related to the exchange of certain non-exchangeable units without a capital account into either common shares or units with a capital account may be funded by the redemption of preferred units such as PPSUs.

*

Charges with respect to preferred units. Any preferred units would not be included in the Company’s fully diluted share count because they cannot be made exchangeable into shares of common stock and are entitled only to a fixed distribution. Preferred units are granted in connection with the grant of certain limited partnership units that may be granted exchangeability at ratios designed to cover any withholding taxes expected to be paid by the unit holder upon exchange. This is an alternative to the common practice among public companies of issuing the gross amount of shares to employees, subject to cashless withholding of shares, to pay applicable withholding taxes.

*

GAAP equity-based compensation charges with respect to the grant of an offsetting amount of common stock or partnership units with capital accounts in connection with the redemption of non-exchangeable units, including PSUs and LPUs.

*

Charges related to amortization of RSUs and limited partnership units.

*

Charges related to grants of equity awards, including common stock or partnership units with capital

 

Page 9


 

accounts.

*

Allocations of net income to limited partnership units and FPUs. Such allocations represent the pro-rata portion of post-tax GAAP earnings available to such unit holders.

 

The amount of certain quarterly equity-based compensation charges are based upon the Company’s estimate of such expected charges during the annual period, as described further below under “Methodology for Calculating Adjusted Earnings Taxes”.

 

Virtually all of Newmark’s key executives and producers have equity or partnership stakes in the Company and its subsidiaries and generally receive deferred equity or limited partnership units as part of their compensation. A significant percentage of Newmark’s fully diluted shares are owned by its executives, partners and employees. The Company issues limited partnership units as well as other forms of equity-based compensation, including grants of exchangeability into shares of common stock, to provide liquidity to its employees, to align the interests of its employees and management with those of common stockholders, to help motivate and retain key employees, and to encourage a collaborative culture that drives cross-selling and revenue growth.

 

All share equivalents that are part of the Company’s equity-based compensation program, including REUs, PSUs, LPUs, HDUs, and other units that may be made exchangeable into common stock, as well as RSUs (which are recorded using the treasury stock method), are included in the fully diluted share count when issued or at the beginning of the subsequent quarter after the date of grant. Generally, limited partnership units other than preferred units are expected to be paid a pro-rata distribution based on Newmark’s calculation of Adjusted Earnings per fully diluted share.

 

Calculation of Non-Compensation Adjustments for Adjusted Earnings and Adjusted EBITDA

Newmark’s calculation of pre-tax Adjusted Earnings excludes non-cash GAAP charges related to the amortization of intangibles with respect to acquisitions.

 

Adjusted Earnings and Adjusted EBITDA calculations also exclude non-cash GAAP gains attributable to originated mortgage servicing rights (which Newmark refer to as “OMSRs”) and non-cash GAAP amortization of mortgage servicing rights (which Newmark refers to as “MSRs”). Under GAAP, the Company recognizes OMSRs gains equal to the fair value of servicing rights retained on mortgage loans originated and sold. Subsequent to the initial recognition at fair value, MSRs are carried at the lower of amortized cost or fair value and amortized in proportion to the net servicing revenue expected to be earned. However, it is expected that any cash received with respect to these servicing rights, net of associated expenses, will increase Adjusted Earnings and Adjusted EBITDA in future periods.

 

Calculation of Other (income) losses for Adjusted Earnings

Adjusted Earnings calculations also exclude certain other non-cash, non-dilutive, and/or non-economic items, which may, in some periods, include:

 

*

Unusual, one-time, non-ordinary or non-recurring gains or losses;

*

Non-cash GAAP asset impairment charges;

*

The impact of any unrealized non-cash mark-to-market gains or losses on “Other income (loss)” related to the variable share forward agreements with respect to Newmark’s expected receipt of the Nasdaq payments in 2019, 2020, 2021, and 2022 (the “Nasdaq Forwards”); and/or

*

Mark-to-market adjustments for non-marketable investments under ASU 2016-01;

*

Certain other non-cash, non-dilutive, and/or non-economic items.

 

 

Page 10


 

Methodology for Calculating Adjusted Earnings Taxes

Although Adjusted Earnings are calculated on a pre-tax basis, Newmark also reports post-tax Adjusted Earnings to fully diluted shareholders. The Company defines post-tax Adjusted Earnings to fully diluted shareholders as pre-tax Adjusted Earnings reduced by the non-GAAP tax provision described below and net income (loss) attributable to noncontrolling interest for Adjusted Earnings.

 

The Company calculates its tax provision for post-tax Adjusted Earnings using an annual estimate similar to how it accounts for its income tax provision under GAAP. To calculate the quarterly tax provision under GAAP, Newmark estimates its full fiscal year GAAP income (loss) before noncontrolling interests and taxes and the expected inclusions and deductions for income tax purposes, including expected equity-based compensation during the annual period. The resulting annualized tax rate is applied to Newmark’s quarterly GAAP income (loss) before income taxes and noncontrolling interests. At the end of the annual period, the Company updates its estimate to reflect the actual tax amounts owed for the period.

 

To determine the non-GAAP tax provision, Newmark first adjusts pre-tax Adjusted Earnings by recognizing any, and only, amounts for which a tax deduction applies under applicable law. The amounts include charges with respect to equity-based compensation; certain charges related to employee loan forgiveness; certain net operating loss carryforwards when taken for statutory purposes; and certain charges related to tax goodwill amortization. These adjustments may also reflect timing and measurement differences, including treatment of employee loans; changes in the value of units between the dates of grants of exchangeability and the date of actual unit exchange; variations in the value of certain deferred tax assets; and liabilities and the different timing of permitted deductions for tax under GAAP and statutory tax requirements.

 

After application of these adjustments, the result is the Company’s taxable income for its pre-tax Adjusted Earnings, to which Newmark then applies the statutory tax rates to determine its non-GAAP tax provision. Newmark views the effective tax rate on pre-tax Adjusted Earnings as equal to the amount of its non-GAAP tax provision divided by the amount of pre-tax Adjusted Earnings.

 

Generally, the most significant factor affecting this non-GAAP tax provision is the amount of charges relating to equity-based compensation. Because the charges relating to equity-based compensation are deductible in accordance with applicable tax laws, increases in such charges have the effect of lowering the Company’s non-GAAP effective tax rate and thereby increasing its post-tax Adjusted Earnings.

 

Newmark incurs income tax expenses based on the location, legal structure and jurisdictional taxing authorities of each of its subsidiaries. Certain of the Company’s entities are taxed as U.S. partnerships and are subject to the Unincorporated Business Tax (“UBT”) in New York City. Any U.S. federal and state income tax liability or benefit related to the partnership income or loss, with the exception of UBT, rests with the unit holders rather than with the partnership entity. The Company’s consolidated financial statements include U.S. federal, state and local income taxes on the Company’s allocable share of the U.S. results of operations. Outside of the U.S., Newmark is expected to operate principally through subsidiary corporations subject to local income taxes. For these reasons, taxes for Adjusted Earnings are expected to be presented to show the tax provision the consolidated Company would expect to pay if 100% of earnings were taxed at global corporate rates.

 

Calculations of Pre- and Post-Tax Adjusted Earnings per Share

Newmark’s pre- and post-tax Adjusted Earnings per share calculations assume either that:

 

*

The fully diluted share count includes the shares related to any dilutive instruments, but excludes the associated expense, net of tax, when the impact would be dilutive; or

*

The fully diluted share count excludes the shares related to these instruments, but includes the associated expense, net of tax.

 

Page 11


 

 

The share count for Adjusted Earnings excludes certain shares and share equivalents expected to be issued in future periods but not yet eligible to receive dividends and/or distributions. Each quarter, the dividend payable to Newmark’s stockholders, if any, is expected to be determined by the Company’s Board of Directors with reference to a number of factors, including post-tax Adjusted Earnings per share. Newmark may also pay a pro-rata distribution of net income to limited partnership units, as well as to Cantor for its noncontrolling interest. The amount of this net income, and therefore of these payments per unit, would be determined using the above definition of Adjusted Earnings per share on a pre-tax basis.

 

The declaration, payment, timing and amount of any future dividends payable by the Company will be at the discretion of its Board of Directors using the fully diluted share count. In addition, the non-cash preferred dividends are excluded from Adjusted Earnings per share as Newmark expects to redeem the related exchangeable preferred limited partnership units (“EPUs”) with Nasdaq shares. For more information on any share count adjustments, see the table titled “Fully Diluted Weighted-Average Share Count for GAAP and Adjusted Earnings”.

 

Management Rationale for Using Adjusted Earnings

Newmark’s calculation of Adjusted Earnings excludes the items discussed above because the Company views doing so as a better reflection of Newmark’s ongoing operations. Management uses Adjusted Earnings in part to help it evaluate, among other things, the overall performance of the Company’s business, to make decisions with respect to the Company’s operations, and to determine the amount of dividends payable to common stockholders and distributions payable to holders of limited partnership units. Dividends payable to common stockholders and distributions payable to holders of limited partnership units are included within “Distributions to stockholders” and “Earnings distributions to limited partnership interests and noncontrolling interests,” respectively, in our unaudited, condensed, consolidated statements of cash flows.

 

The term “Adjusted Earnings” should not be considered in isolation or as an alternative to GAAP net income (loss). The Company views Adjusted Earnings as a metric that is not indicative of liquidity, or the cash available to fund its operations, but rather as a performance measure. Pre- and post-tax Adjusted Earnings, as well as related measures, are not intended to replace the Company’s presentation of its GAAP financial results. However, management believes that these measures help provide investors with a clearer understanding of Newmark’s financial performance and offer useful information to both management and investors regarding certain financial and business trends related to the Company’s financial condition and results of operations. Management believes that the GAAP and Adjusted Earnings measures of financial performance should be considered together.

 

For more information regarding Adjusted Earnings, see the sections of this document and/or the Company’s most recent financial results press release titled “Reconciliation of GAAP Income to Adjusted Earnings and GAAP Fully Diluted EPS to Post-tax Adjusted EPS”, including the related footnotes, for details about how Newmark’s non-GAAP results are reconciled to those under GAAP.

 

Adjusted EBITDA Defined

Newmark also provides an additional non-GAAP financial performance measure, “Adjusted EBITDA”, which it defines as GAAP “Net income (loss) available to common stockholders”, adjusted to add back the following items:

 

*

Net income (loss) attributable to noncontrolling interest;

*

Provision (benefit) for income taxes;

*

OMSR revenue;

*

MSR amortization;

 

Page 12


 

*

Other depreciation and amortization;

*

Equity-based compensation and allocations of net income to limited partnership units and FPUs;

*

Other non-cash, non-dilutive, and/or non-economic items, which may, in certain periods, include the impact of any unrealized non-cash mark-to-market gains or losses on “other income (loss)” related to the variable share forward agreements with respect to Newmark’s expected receipt of the Nasdaq payments in 2019, 2020, 2021, and 2022 (the “Nasdaq Forwards”), as well as mark-to-market adjustments for non-marketable investments under ASU 2016-01; and

*

Interest expense.

 

The Company’s management believes that its Adjusted EBITDA measure is useful in evaluating Newmark’s operating performance, because the calculation of this measure generally eliminates the effects of financing and income taxes and the accounting effects of capital spending and acquisitions, which would include impairment charges of goodwill and intangibles created from acquisitions. Such items may vary for different companies for reasons unrelated to overall operating performance. As a result, the Company’s management uses this measure to evaluate operating performance and for other discretionary purposes. Newmark believes that Adjusted EBITDA is useful to investors to assist them in getting a more complete picture of the Company’s financial results and operations.

 

Since Newmark’s Adjusted EBITDA is not a recognized measurement under GAAP, investors should use this measure in addition to GAAP measures of net income when analyzing Newmark’s operating performance. Because not all companies use identical EBITDA calculations, the Company’s presentation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Furthermore, Adjusted EBITDA is not intended to be a measure of free cash flow or GAAP cash flow from operations because the Company’s Adjusted EBITDA does not consider certain cash requirements, such as tax and debt service payments.

 

For more information regarding Adjusted EBITDA, see the section of this document and/or the Company’s most recent financial results press release titled “Reconciliation of GAAP Income to Adjusted EBITDA”, including the related footnotes, for details about how Newmark’s non-GAAP results are reconciled to those under GAAP EPS.

 

Timing of Outlook for Certain GAAP and Non-GAAP Items

Newmark anticipates providing forward-looking guidance for GAAP revenues and for certain non-GAAP measures from time to time. However, the Company does not anticipate providing an outlook for other GAAP results. This is because certain GAAP items, which are excluded from Adjusted Earnings and/or Adjusted EBITDA, are difficult to forecast with precision before the end of each period. The Company therefore believes that it is not possible for it to have the required information necessary to forecast GAAP results or to quantitatively reconcile GAAP forecasts to non-GAAP forecasts with sufficient precision without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The relevant items that are difficult to predict on a quarterly and/or annual basis with precision and may materially impact the Company’s GAAP results include, but are not limited, to the following:

 

*

Certain equity-based compensation charges that may be determined at the discretion of management throughout and up to the period-end;

*

Unusual, one-time, non-ordinary, or non-recurring items;

*

The impact of gains or losses on certain marketable securities, as well as any gains or losses related to associated mark-to- market movements and/or hedging including with respect to the Nasdaq Forwards. These items are calculated using period-end closing prices;

*

Non-cash asset impairment charges, which are calculated and analyzed based on the period-end values of the underlying assets. These amounts may not be known until after period-end;

 

Page 13


 

*

Acquisitions, dispositions and/or resolutions of litigation, which are fluid and unpredictable in nature.

 

Liquidity Defined

Newmark may also use a non-GAAP measure called “liquidity”. The Company considers liquidity to be comprised of the sum of cash and cash equivalents, marketable securities, and reverse repurchase agreements (if any), less securities lent out in securities loaned transactions and repurchase agreements. The Company considers liquidity to be an important metric for determining the amount of cash that is available or that could be readily available to the Company on short notice.

 

For more information regarding liquidity, see the section of this document and/or the Company’s most recent financial results press release titled “Liquidity Analysis”, including any related footnotes, for details about how Newmark’s non-GAAP results are reconciled to those under GAAP.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Page 14


 

NEWMARK GROUP, INC.

 

RECONCILIATION OF GAAP INCOME TO ADJUSTED EARNINGS AND

 

GAAP FULLY DILUTED EPS TO POST-TAX ADJUSTED EPS (1)

 

(in thousands, except per share data)

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net income available to common stockholders

 

$

22,668

 

 

$

739

 

 

$

39,572

 

 

$

20,736

 

    Provision for income taxes (2)

 

 

9,121

 

 

 

10,822

 

 

 

15,808

 

 

 

17,755

 

    Net income attributable to noncontrolling interests (3)

 

 

9,396

 

 

 

3,555

 

 

 

15,898

 

 

 

16,045

 

GAAP income before income taxes and noncontrolling interests

 

$

41,185

 

 

$

15,116

 

 

$

71,278

 

 

$

54,536

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Pre-tax adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Compensation adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Equity-based compensation and allocations of net income to limited partnership units and FPUs (4)

 

 

39,353

 

 

 

67,367

 

 

 

53,224

 

 

 

84,783

 

Total Compensation adjustments

 

 

39,353

 

 

 

67,367

 

 

 

53,224

 

 

 

84,783

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-Compensation adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Amortization of intangibles (5)

 

 

1,299

 

 

 

1,257

 

 

 

2,575

 

 

 

2,770

 

    MSR amortization (6)

 

 

27,730

 

 

 

15,726

 

 

 

49,856

 

 

 

33,551

 

    OMSR revenue (6)

 

 

(24,855

)

 

 

(24,695

)

 

 

(41,233

)

 

 

(45,793

)

Total Non-Compensation adjustments

 

 

4,174

 

 

 

(7,712

)

 

 

11,198

 

 

 

(9,472

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (income), net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Other non-cash, non-dilutive, and/or non-economic items (7)

 

 

11,940

 

 

 

3,085

 

 

 

25,801

 

 

 

3,253

 

Total Other (income)

 

 

11,940

 

 

 

3,085

 

 

 

25,801

 

 

 

3,253

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total pre-tax adjustments

 

 

55,467

 

 

 

62,740

 

 

 

90,223

 

 

 

78,564

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Earnings before noncontrolling interests and taxes

 

$

96,652

 

 

$

77,856

 

 

$

161,501

 

 

$

133,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Net income available to common stockholders

 

$

22,668

 

 

$

739

 

 

$

39,572

 

 

$

20,736

 

Allocations of net income (loss) to noncontrolling interests (8)

 

 

9,054

 

 

 

3,311

 

 

 

15,693

 

 

 

14,998

 

Total pre-tax adjustments (from above)

 

 

55,467

 

 

 

62,740

 

 

 

90,223

 

 

 

78,564

 

    Income tax adjustment to reflect adjusted earnings taxes (2)

 

 

(6,536

)

 

 

520

 

 

 

(9,187

)

 

 

105

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post-tax Adjusted Earnings to fully diluted shareholders

 

$

80,653

 

 

$

67,310

 

 

$

136,301

 

 

$

114,403

 

Per Share Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP fully diluted earnings per share

 

$

0.11

 

 

$

0.00

 

 

$

0.18

 

 

$

0.13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocation of net income (loss) to noncontrolling interests

 

 

(0.00

)

 

 

(0.01

)

 

 

(0.00

)

 

 

(0.00

)

Exchangeable preferred limited partnership units non-cash preferred dividends

 

 

0.01

 

 

 

0.00

 

 

 

0.00

 

 

 

0.00

 

Total pre-tax adjustments  (from above)

 

 

0.20

 

 

 

0.24

 

 

 

0.33

 

 

 

0.31

 

Income tax adjustment to reflect adjusted earnings taxes

 

 

(0.02

)

 

 

0.00

 

 

 

(0.03

)

 

 

0.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

0.00

 

 

 

0.03

 

 

 

0.02

 

 

 

0.01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post-tax adjusted earnings per share (9)

 

$

0.30

 

 

$

0.26

 

 

$

0.50

 

 

$

0.45

 

Pre-tax adjusted earnings per share (9)

 

$

0.36

 

 

$

0.30

 

 

$

0.60

 

 

$

0.53

 

Fully diluted weighted-average shares of common stock outstanding

 

 

270,966

 

 

 

258,703

 

 

 

270,226

 

 

 

252,805

 

 

See the following page for notes to the above table.

 

Page 15


 

(1) Non-Recurring (Gains) Losses were previously a separate line item, and now been reclassified to “Other non-cash, non-dilutive, non-economic items”.  For the three months ended June 30, 2019 and 2018, these non-recurring expenses included contingent consideration and other expenses of $0.2 million and $0.3 million, respectively. For the six months ended June 30, 2019 and 2018, these non-recurring expenses included contingent consideration and other expenses of $0.8 million and $0.4 million, respectively.

(2) Newmark’s GAAP provision (benefit) for income taxes is calculated based on an annualized methodology. Newmark’s GAAP provision (benefit) for income taxes was $9.1 million and $15.8 million for the three and six months ended June 30, 2019, respectively.  Newmark includes additional tax-deductible items when calculating the provision (benefit) for taxes with respect to Adjusted Earnings using an annualized methodology. These include tax-deductions related to equity-based compensation, and certain net-operating loss carryforwards. The provision (benefit) for income taxes with respect to Adjusted Earnings was modified by $6.6 million and $9.2 million for the three and six months ended June 30, 2019, respectively. As a result, the provision (benefit) for income taxes for Adjusted Earnings was $15.7 million and $25.0 million for the three and six months ended June 30, 2019, respectively. Newmark’s GAAP provision (benefit) for income taxes was $10.8 million and $17.8 million for the three and six months ended June 30, 2018, respectively.  The provision (benefit) for income taxes with respect to Adjusted Earnings was modified by $(0.5) million and $(0.1) million for the three and six months ended June 30, 2018, respectively. As a result, the provision (benefit) for income taxes for Adjusted Earnings was $10.3 million and $17.6 million for the three and six months ended June 30, 2018, respectively.

 

(3) Primarily represents Cantor and/or BGC’s pro-rata portion of Newmark's net income and the noncontrolling portion of Newmark's net income in subsidiaries which are not wholly owned.

 

(4) For the three months ended June 30, 2019 and 2018, GAAP expenses included $25.2 million and $2.3 million, respectively, in equity-based amortization, $2.6 million and $60.3 million, respectively, in exchangeability charges, and $11.6 million and $4.7 million, respectively, in allocations of net income to limited partnership units and FPUs. For the six months ended June 30, 2019 and 2018, GAAP expenses included $32.1 million and $(6.1) million, respectively, in equity-based amortization, $3.2 million and $82.1 million, respectively, in exchangeability charges, and $17.9 million and $8.8 million, respectively, in allocations of net income to limited partnership units and FPUs.For tables summarizing these charges, please refer to the Excel supplement available for download on our website at http://ir.ngkf.com or the Management's Discussion and Analysis section of Newmark's 10-Q to be filed in the near future.

 

(5) Includes Non-cash GAAP charges related to the amortization of intangibles with respect to acquisitions.

 

(6) Adjusted Earnings calculations exclude non-cash GAAP gains attributable to originated mortgage servicing rights (which Newmark refers to as “OMSRs”) and non-cash GAAP amortization of mortgage servicing rights (which Newmark refers to as “MSRs”). Under GAAP, Newmark recognizes OMSRs gains equal to the fair value of servicing rights retained on mortgage loans originated and sold. Subsequent to the initial recognition at fair value, MSRs are carried at the lower of amortized cost or fair value and amortized in proportion to the net servicing revenue expected to be earned. However, it is expected that any cash received with respect to these servicing rights, net of associated expenses, will increase Adjusted Earnings in future periods.

 

(7) Includes $15.6 million and $2.8 million for the three months ended June 30, 2019 and 2018, respectively, and $29.0 million and $2.8 million for the six months ended June 30, 2019 and 2018, respectively, related to the impact of any unrealized non-cash mark-to-market losses in “other income (loss)” related to the variable share forward agreements with respect to Newmark’s expected receipt of the Nasdaq payments in 2019, 2020, 2021 and 2022. Also includes $3.9 million for the three and six months ended June 30, 2019 related to mark-to-market gains on non-marketable investments accounted for under the measurement alternative under ASU 2016-01. Includes a portion of non-compensation charges that are excluded for Adjusted Earnings.

 

(8) Excludes the noncontrolling portion of Newmark's net income in subsidiaries which are not wholly owned.

 

(9) For the three and six months ended June 30, 2019, earnings per share calculations under GAAP included reductions for EPUs of $3.2 million and $6.4 million, respectively. For the three and six months ended June 30, 2018, earnings per share calculations under GAAP included reductions for EPUs of $0.2 million. For Adjusted Earnings these non-cash preferred dividends are excluded as Newmark expects to redeem these EPUs with Nasdaq shares.

 

 

 

 

 

 

 

 

 

 

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NEWMARK GROUP, INC.

Reconciliation of GAAP Income to Adjusted EBITDA (1)

(in thousands) (unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2019

 

2018

 

2019

 

2018

GAAP Net income available to common stockholders

 

$22,668

 

$739

 

$39,572

 

$20,736

Add back:

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests (2)

 

9,396

 

3,555

 

15,898

 

16,045

Provision for income taxes

 

9,121

 

10,822

 

15,808

 

17,755

OMSR revenue (3)

 

(24,855)

 

(24,695)

 

(41,233)

 

(45,793)

MSR amortization (4)

 

27,730

 

15,726

 

49,856

 

33,551

Other depreciation and amortization (5)

 

5,695

 

4,475

 

11,873

 

9,163

Equity-based compensation and allocations of net income to limited partnership units and FPUs (6)

 

39,353

 

67,367

 

53,224

 

84,783

Other non-cash, non-dilutive, non-economic items (1) (7)

 

11,940

 

3,083

 

25,801

 

3,081

Interest expense

 

10,088

 

12,915

 

19,655

 

27,735

Adjusted EBITDA

 

$111,136

 

$93,987

 

$190,454

 

$167,057

 

(1) “Non-Recurring (Gains) Losses” were previously a separate line item, and now been reclassified to “Other non-cash, non-dilutive, non-economic items”.  For the three months ended June 30, 2019 and 2018, these non-recurring expenses included contingent consideration and other expenses of $0.2 million and $0.3 million, respectively. For the six months ended June 30, 2019 and 2018, these non-recurring expenses included contingent consideration and other expenses of $0.8 million and $0.4 million, respectively.

 

(2) Primarily represents Cantor and/or BGC’s pro-rata portion of Newmark's net income and the noncontrolling portion of Newmark’s net income in subsidiaries which are not wholly owned.

 

(3) Non-cash gains attributable to originated mortgage servicing rights.

 

(4) Non-cash amortization of mortgage servicing rights in proportion to the net servicing revenue expected to be earned.

 

(5) Includes fixed asset depreciation of $4.4 million and $3.2 million for the three months ended June 30, 2019 and 2018 respectively and $9.3 million and $6.4 million for the six months ended June 30, 2019 and 2018, respectively. Also includes intangible asset amortization and impairments related to acquisitions of $1.3 million and $1.3 million for the three months ended June 30, 2019 and 2018, respectively, and $2.6 million and $2.8 million for the six months ended June 30, 2019 and 2018, respectively.

 

(6) For the three months ended June 30, 2019 and 2018, GAAP expenses included $25.2 million and $2.3 million, respectively, in equity-based amortization, $2.6 million and $60.3 million, respectively, in exchangeability charges, and $11.6 million and $4.7 million, respectively, in allocations of net income to limited partnership units and FPUs. For the six months ended June 30, 2019 and 2018, GAAP expenses included $32.1 million and $(6.1) million, respectively, in equity-based amortization, $3.2 million and $82.1 million, respectively, in exchangeability charges and $17.9 million and $8.8 million, respectively, in allocations of net income to limited partnership units and FPUs.For tables summarizing these charges, please refer to the Excel supplement available for download on our website at http://ir.ngkf.com or the Management's Discussion and Analysis section of Newmark's 10-Q to be filed in the near future.

 

(7) Includes $15.6 million and $2.8 million for the three months ended June 30, 2019 and 2018, respectively, and $29.0 million and $2.8 million for the six months ended June 30, 2019 and 2018, respectively, related to the impact of any unrealized non-cash mark-to-market losses in “other income (loss)” related to the variable share forward agreements with respect to Newmark’s expected receipt of the Nasdaq payments in 2019, 2020, 2021 and 2022. Also includes $3.9 million for the three and six months ended June 30, 2019 related to mark-to-market gains on non-marketable investments accounted for under the measurement alternative under ASU 2016-01.

 

 

 

 

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NEWMARK GROUP, INC.

FULLY DILUTED WEIGHTED-AVERAGE SHARE COUNT

FOR GAAP AND ADJUSTED EARNINGS

(in thousands)

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

Common stock outstanding

 

178,754

 

155,157

 

178,683

 

155,447

Limited partnership units

 

-

 

-

 

-

 

67,033

Cantor units

 

23,122

 

-

 

-

 

23,758

Founding partner units

 

5,647

 

-

 

-

 

5,714

RSUs

 

228

 

146

 

324

 

213

Other

 

399

 

635

 

427

 

639

 

 

 

 

 

 

 

 

 

Fully diluted weighted-average share count for GAAP

 

208,150

 

155,938

 

179,434

 

252,804

 

 

 

 

 

 

 

 

 

Adjusted Earnings Adjustments:

 

 

 

 

 

 

 

 

Common stock outstanding

 

-

 

-

 

-

 

-

Limited partnership units

 

62,816

 

73,354

 

61,758

 

-

Cantor units

 

-

 

23,714

 

23,336

 

-

Founding partner units

 

-

 

5,696

 

5,698

 

-

RSUs

 

-

 

-

 

-

 

-

Other

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

Fully diluted weighted-average share count for Adjusted Earnings

 

270,966

 

258,702

 

270,226

 

252,804

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NEWMARK GROUP, INC.

LIQUIDITY ANALYSIS

(in thousands)

(unaudited)

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

2019

 

2018

 

 

 

 

 

Cash and cash equivalents

 

$107,671

 

$122,475

Marketable securities (1)

 

-

 

48,942

Total

 

$107,671

 

$171,417

 

(1) As of June 30, 2019 and December 31, 2018, $33.7 million and $0 of Marketable securities on our balance sheet were lent out in Securities Loaned transactions and therefore are not included as part of our Liquidity Analysis, respectively.

 

 

 

 

 

 

 

 

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Other Useful Information

Unless otherwise stated, all results discussed in this document compare first quarter 2019 with the relevant year-earlier periods. Certain reclassifications may have been made to previously reported amounts to conform to the current presentation and to show results on a consistent basis across periods. Any such changes would have had no impact on consolidated revenues or earnings under GAAP or for Adjusted Earnings, all else being equal. Certain numbers in the tables throughout this document may not sum due to rounding. Rounding may have also impacted the presentation of certain year-on-year percentage changes. On November 30, 2018, BGC Partners, Inc. (NASDAQ: BGCP) ("BGC Partners" or "BGC") completed the distribution of all of the shares of Newmark held by BGC to stockholders of BGC. BGC distributed these Newmark shares through a special pro rata stock dividend (the "Spin-Off" or the "Distribution"). For all periods prior to the Spin-Off, BGC was the largest and controlling shareholder of Newmark. As a result, BGC consolidated the results of Newmark and reported them as its Real Estate Services segment. These segment results may differ from those of Newmark as a stand-alone company.

 

On January 1, 2019, Newmark adopted ASC 842 Leases (“ASC 842”), which provides guidance on the accounting and disclosure for accounting for leases. Newmark has elected the optional transition method, and pursuant to this transition method, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods prior to January 1, 2019. Newmark has elected the package of ‘practical expedients,’ which permits Newmark not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. Newmark has elected the short-term lease recognition exemption for all leases that qualify, and has elected the practical expedient to not separate lease and non-lease components for all leases other than real estate leases. The adoption of ASC 842 on January 1, 2019 resulted in the recognition of Right of Use (“ROU”) assets of approximately $178.8 million and ROU liabilities of approximately $226.7 million, with no effect on beginning retained earnings. The adoption of the new guidance did not have a significant impact on Newmark’s unaudited condensed consolidated statements of operations, unaudited condensed consolidated statements of changes in equity and unaudited condensed consolidated statements of cash flows.

 

About Newmark Group, Inc.

Newmark Group, Inc. (“Newmark Group”) is a publicly traded company that, through subsidiaries, operates as a full-service commercial real estate services business with a complete suite of services and products for both owners and occupiers across the entire commercial real estate industry. Under the Newmark Knight Frank name, the investor/owner services and products of Newmark Group’s subsidiaries include capital markets (comprised of investment sales and mortgage brokerage), agency leasing, property management, valuation and advisory, diligence and underwriting. Newmark Group’s subsidiaries also offer government sponsored enterprise lending, loan servicing, debt and structured finance, and loan sales. Newmark Group’s occupier services and products include tenant representation, global corporate services, real estate management technology systems, workplace and occupancy strategy, consulting, project management, lease administration and facilities management. Newmark Group enhances these services and products through innovative real estate technology solutions and data analytics designed to enable its clients to increase their efficiency and profits by optimizing their real estate portfolio.

 

Newmark Group has relationships with many of the world’s largest commercial property owners, real estate developers and investors, as well as Fortune 500 and Forbes Global 2000 companies. Newmark Group’s Class A common stock trades on the NASDAQ Global Select Market under the ticker symbol “NMRK”. Newmark is a trademark/service mark and/or registered trademark/service mark of Newmark Group and/or its affiliates. Knight Frank is a service mark of Knight Frank (Nominees) Limited. Find out more about Newmark at

 

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http://www.ngkf.com/, https://twitter.com/newmarkkf, https://www.linkedin.com/company/newmark-knight-frank/, and/or http://ir.ngkf.com/investors/investors-home/default.aspx.

 

Discussion of Forward-Looking Statements about Newmark

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. 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 Statements set forth in these filings and any updates to such risk factors and Special Note on Forward-Looking Statements contained in subsequent Forms 10-K, Forms 10-Q or Forms 8-K.

 

Media Contact:

Karen Laureano-Rikardsen

+1 212-829-4975

 

Investor Contact:

Jason Harbes, CFA or Jason McGruder

+1 212-829-7124

 

 

 

 

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