NMRK 10-Q

Newmark Group, Inc. (NMRK)

10-Q 2023-08-09 For: 2023-06-30

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Added on April 08, 2026

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


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


Class						Outstanding at August 4, 2023
Class A Common Stock, par value $0.01 per share						152,231,792 shares
Class B Common Stock, par value $0.01 per share						21,285,533 shares


		Page

	Glossary of Terms, Abbreviations, and Acronyms	3

PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive Income	7
	Condensed Consolidated Statements of Changes in Equity	8
	Condensed Consolidated Statements of Cash Flows	10
	Notes to Condensed Consolidated Financial Statements	12
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	53
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	92
ITEM 4.	CONTROLS AND PROCEDURES	93

PART II - OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS	94
ITEM 1A.	RISK FACTORS	94
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	94
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	94
ITEM 4.	MINE SAFETY DISCLOSURES	94
ITEM 5.	OTHER INFORMATION	94
ITEM 6.	EXHIBITS	94


TERM						DEFINITION
2021 Equity Event						In connection with the acceleration of the Nasdaq Earn-out, on June 28, 2021, the Compensation Committee approved a plan to expedite the tax deductible exchange and redemption of a substantial number of limited partnership units held by partners of the Company

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

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 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						BGC Partners, L.P., an operating partnership which holds the U.S. business of BGC and which is owned jointly, following the closing of the Corporate Conversion, by BGC Partners and the successor to BGC Holdings

Board or Board of Directors						Board of Directors of the Company



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

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 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

CCRE						Cantor Commercial Real Estate Company, L.P.


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


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


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

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

CFS11						CFS11 Holdings, LLC, a subsidiary of Cantor

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

Company Debt Securities						The 6.125% Senior Notes and any future debt securities issued by the Company

Compensation Committee						Compensation Committee of the Board

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

CRCA						Cantor Realty Capital Advisors, L.P.

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 March 10, 2022

Credit Facility						The credit facility pursuant to the Credit Agreement, with a current maximum revolving loan balance of $600.0 million and maturity date of March 10, 2025, bearing interest at either SOFR or a defined base rate plus additional margin

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

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

EPUs						Exchangeable preferred partnership units, which relate to the Nasdaq Forwards

Equity Plan						Newmark Group, Inc. Long Term Incentive Plan

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

eSpeed						eSpeed, Inc.

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

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)

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 3-basis point servicing fee and/or up to a 1-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

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						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 statements of financial condition

HUD						The 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

Knotel						Knotel, Inc.

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 or limited partnership units						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

Master Repurchase Agreement						Master Repurchase Agreement, dated August 2, 2021, by and between Newmark OpCo and CF Secured

MBA						Mortgage Bankers’ Association

McCall & Almy						McCall & Almy, Inc.

MSRs						Mortgage servicing rights

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

Nasdaq Earn-out						Total consideration received from the sale of eSpeed by BGC Partners to Nasdaq, including $750.0 million in cash paid upon closing and an earn-out of up to 14,883,705 shares of shares which was paid ratably over 15 years, provided that Nasdaq, as a whole, produced at least $25.0 million in consolidated gross revenues each year

Nasdaq Forwards						Variable postpaid forward contracts with RBC entered into using an SPV that is a consolidated subsidiary of Newmark

Nasdaq shares or Nasdaq payment						The shares of common stock of Nasdaq which remained payable by Nasdaq in connection with the Nasdaq Monetization Transactions, the right to which BGC Partners transferred to Newmark in connection with the Separation

Nasdaq Monetization Transactions						The sale on June 28, 2013, of eSpeed by BGC Partners to Nasdaq, in which the total consideration paid or payable by Nasdaq included the Nasdaq Earn-out

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

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 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.

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 OpCo Preferred Investment						On June 18, 2018 and September 26, 2018, Newmark OpCo issued approximately $175.0 million and $150.0 million of EPUs, respectively, in private transactions to RBC

Newmark S11						Newmark S11 Holdings, LLC


Non-GAAP						A financial measure that differs from the most directly comparable measure calculated and presented in accordance with U.S. GAAP, such as Adjusted Earnings and Adjusted EBITDA

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



OMSR						Originated mortgage servicing rights
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

RBC						Royal Bank of Canada

RCA						MSCI Real Capital Analytics

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

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

SPAC						Newmark Acquisition Corp., a special purpose acquisition company

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 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

Sponsor						Newmark Acquisition Holdings, LLC, the sponsor of the SPAC

Spring11						Spring11 Holdings, LP

SPV						Special purpose vehicle

TDRs						Troubled debt restructurings

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

Tradeweb						Tradeweb Markets, Inc.

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

View						View, Inc.

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


	June 30, 2023		December 31, 2022

Assets:
Current assets:
Cash and cash equivalents	$	164,365	$	233,016
Restricted cash	87,339		79,936
Marketable securities	310		788
Loans held for sale, at fair value	936,970		138,345
Receivables, net	532,758		523,742

Other current assets (see Note 18)	219,119		100,188
Total current assets	1,940,861		1,076,015
Goodwill	775,855		705,894
Mortgage servicing rights, net	544,531		568,552
Loans, forgivable loans and other receivables from employees and partners, net	628,288		500,833
Right-of-use assets	640,125		638,592
Fixed assets, net	176,814		155,639
Other intangible assets, net	92,519		80,968
Other assets (see Note 18)	130,063		214,266
Total assets	$	4,929,056	$	3,940,759
Liabilities, Redeemable Partnership Interests, and Equity:
Current liabilities:
Warehouse facilities collateralized by U.S. Government Sponsored Enterprises	$	931,472	$	137,406
Accrued compensation	307,013		369,540
Accounts payable, accrued expenses and other liabilities (see Note 27)	526,021		511,584
6.125% Senior Notes	549,088		547,784

Payables to related parties	9,260		9,745
Total current liabilities	2,322,854		1,576,059
Long-term debt	225,000		—
Right-of-use liabilities	638,340		627,088
Other long-term liabilities (see Note 27)	232,585		196,197
Total liabilities	3,418,779		2,399,344
Commitments and contingencies (see Note 29)
Redeemable partnership interests	15,067		16,550
Equity:
Class A common stock, par value of $0.01 per share: 1,000,000,000 shares authorized; 205,394,842 and 201,181,777 shares issued at June 30, 2023 and December 31, 2022, respectively, and 152,234,598 and 150,384,605 shares outstanding at June 30, 2023 and December 31, 2022, respectively	2,053		2,011
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, 2023 and December 31, 2022, convertible into Class A common stock	212		212
Additional paid-in capital	613,847		584,709
Retained earnings	1,130,644		1,145,006

Treasury stock at cost: 53,160,244 and 50,797,172 shares of Class A common stock at June 30, 2023 and December 31, 2022, respectively	(549,617)		(538,612)
Accumulated other comprehensive loss	(5,443)		(11,989)
Total stockholders’ equity	1,191,696		1,181,337
Noncontrolling interests	303,514		343,528
Total equity	1,495,210		1,524,865
Total liabilities, redeemable partnership interests, and equity	$	4,929,056	$	3,940,759


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues:
Management services, servicing fees and other	$	240,660	$	233,685	$	452,952	$	466,804
Leasing and other commissions	203,611		212,825		396,917		411,778
Investment sales	77,604		209,053		149,597		361,167
Commercial mortgage origination, net	63,969		99,788		107,177		193,850
Total revenues	585,844		755,351		1,106,643		1,433,599
Expenses:
Compensation and employee benefits	346,930		426,617		675,280		809,201
Equity-based compensation and allocations of net income to limited partnership units and FPUs	19,609		41,988		55,258		58,886
Total compensation and employee benefits	366,539		468,605		730,538		868,087
Operating, administrative and other	146,826		136,629		265,808		274,500
Fees to related parties	6,827		6,748		14,619		13,577
Depreciation and amortization	42,034		38,925		80,864		74,400
Total operating expenses	562,226		650,907		1,091,829		1,230,564
Other income (loss), net	3,925		(15,303)		915		(101,304)
Income (loss) from operations	27,543		89,141		15,729		101,731
Interest expense, net	(9,595)		(8,923)		(17,186)		(16,793)
Income (loss) before income taxes and noncontrolling interests	17,948		80,218		(1,457)		84,938
Provision for income taxes	6,719		18,426		3,663		22,430
Consolidated net income (loss)	11,229		61,792		(5,120)		62,508
Less: Net income (loss) attributable to noncontrolling interests	4,800		13,273		(1,199)		13,627
Net income (loss) available to common stockholders	$	6,429	$	48,519	$	(3,921)	$	48,881
Per share data:
Basic earnings per share
Net income (loss) available to common stockholders	$	6,429	$	48,519	$	(3,921)	$	48,881
Basic earnings per share	$	0.04	$	0.26	$	(0.02)	$	0.26
Basic weighted-average shares of common stock outstanding	173,939		183,948		173,254		186,401
Fully diluted earnings per share
Net income (loss) for fully diluted shares	$	8,850	$	63,379	$	(3,921)	$	63,448
Fully diluted earnings per share	$	0.04	$	0.26	$	(0.02)	$	0.25
Fully diluted weighted-average shares of common stock outstanding	244,954		247,985		173,254		250,458


	Class A Common Stock		Class B Common Stock		Additional Paid-in Capital		Contingent Class A Common Stock		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 transaction adjustments	—		—		—		—		—		—		3,038		655		3,693
Cantor purchase of Cantor units from Newmark upon redemption 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


	Six Months Ended June 30,
	2023		2022
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	22,078	$	20,308
Taxes	$	38,472	$	68,488
Supplemental disclosure of non-cash operating, investing and financing activities:
Right-of-use assets and liabilities	$	62,889	$	82,019


	Three Months Ended June 30,		Six Months Ended June 30,
	2023	2022		2023	2022
Shares outstanding at beginning of period	153,142,810	168,557,363		150,384,605	168,272,371
Share issuances:
LPU redemption/exchange (1)	1,158,346	2,395,043		3,086,251	3,329,911
Issuance of Class A common stock for Newmark RSUs	286,608	369,567		1,272,148	1,389,041
Other	1,051	51,314		(154,189)	64,835
Treasury stock repurchases	(2,354,217)	(11,370,647)		(2,354,217)	(13,053,518)
Shares outstanding at end of period	152,234,598	160,002,640		152,234,598	160,002,640


	Total Number of Shares Repurchased/Purchased	Average Price Paid per Share		Approximate Dollar Value of Units and Shares That May Yet Be Repurchased/ Purchased Under the Program













Repurchases
January 1, 2023 - March 31, 2023	—	—
April 2023	674	$	7.08
May 2023	2,315,213	$	5.67
June 2023	38,330	$	5.75
Total Repurchases	2,354,217	$	5.68	$	378,900


	June 30, 2023						December 31, 2022
Derivative contract	Assets		Liabilities		Notional Amounts(1)		Assets		Liabilities		Notional Amounts(1)
Rate lock commitments	$	2,092	$	2,749	$	92,367	$	3,181	$	8,754	$	140,697

Forward sale contracts	20,485		72		1,033,824		11,139		624		278,331
Total	$	22,577	$	2,821	$	1,126,191	$	14,320	$	9,378	$	419,028


	As of the Acquisition Date
Purchase Price



Cash	101,152
Contingent consideration	11,863

Total	$	113,015

Allocations
Cash	$	18,616
Goodwill	75,638
Other intangible assets, net	23,472
Receivables, net	30,995
Fixed Assets, net	6,279
Other assets	1,829
Right-of-use assets	19,472
Right-of-use liabilities	(20,925)
Accrued compensation	(22,075)
Accounts payable, accrued expenses and other liabilities	(20,286)



Total	$	113,015


	June 30, 2023		December 31, 2022
Balance at beginning of period:	$	16,550	$	20,947
Income allocation	—		2,272
Distributions of income	(380)		(5,130)

Issuance and other	(1,103)		(1,539)
Balance at end of period	$	15,067	$	16,550


	June 30, 2023		December 31, 2022
Cost Basis	$	941,457	$	137,633
Fair Value	936,970		138,345


	Location of gains (losses) recognized in income for derivatives	Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
Derivatives not designed as hedging instruments:

Rate lock commitments	Commercial mortgage origination, net	(7,167)		(2,198)		(100)		(5,167)
Rate lock commitments	Compensation and employee benefits	1,238		1,123		(558)		(224)
Forward sale contracts	Commercial mortgage origination, net	18,718		(11,992)		20,414		9,524
Total		$	12,789	$	(13,067)	$	19,756	$	4,133


2023	$	56,753
2024	60,550
2025	30,067
2026	9,595
2027	4,918
Thereafter	3,520
Total	$	165,403


Balance, January 1, 2022	$	657,131
Acquisitions	50,756
Measurement period and currency translation adjustments	(1,993)
Balance, December 31, 2022	705,894
Acquisitions	75,638
Divestiture	(9,222)
Measurement period and currency translation adjustments	3,545
Balance, June 30, 2023	$	775,855


	June 30, 2023
	Gross Amount		Accumulated Amortization		Net Carrying Amount		Weighted- Average Remaining Life (Years)
Indefinite life:
Trademark and trade names	$	11,350	$	—	$	11,350	N/A
License agreements (GSE)	5,390		—		5,390		N/A
Definite life:
Trademark and trade names	16,360		(9,283)		7,077		2.4
Non-contractual customers	30,131		(16,066)		14,065		8.3

Non-compete agreements	12,523		(5,949)		6,574		4.5
Contractual customers	60,572		(14,535)		46,037		4.0
Other	4,551		(2,525)		2,026		11.4
Total	$	140,877	$	(48,358)	$	92,519	4.7


2023	$	9,121
2024	17,798
2025	16,363
2026	12,820
2027	8,826
Thereafter	10,851
Total	$	75,779



	June 30, 2023		December 31, 2022
Leasehold improvements, furniture and fixtures, and other fixed assets	$	233,645	$	207,020
Software, including software development costs	53,394		48,112
Computer and communications equipment	32,182		31,586
Total, cost	319,221		286,718
Accumulated depreciation and amortization	(142,407)		(131,079)
Total, net	$	176,814	$	155,639



	June 30, 2023		December 31, 2022
Derivative assets	$	22,577	$	14,320
Equity method investment	99,815		—
Prepaid expenses	51,555		40,393
Other taxes	22,536		21,988
Rent and other deposits	21,514		19,284
Other	1,122		4,203
Total	$	219,119	$	100,188



	June 30, 2023		December 31, 2022
Deferred tax assets	$	94,595	$	94,689
Equity method investment	—		91,280
Non-marketable investments	7,691		8,688

Other tax receivables	5,280		6,683
Other	22,497		12,926
Total	$	130,063	$	214,266


	Committed Lines		Uncommitted Lines		Balance at June 30, 2023		Balance at December 31, 2022		Stated Spread to One-Month SOFR	Rate Type
Warehouse facility due June 12, 2024 (1)	$	450,000	$	—	$	—	$	—	145 bps	Variable
Warehouse facility due June 12, 2024 (1)	—		300,000		—		—		145 bps	Variable
Warehouse facility due September 25, 2023	300,000		—		204,021		35,292		130 bps	Variable
Warehouse facility due September 25, 2023	—		100,000		—		—		130 bps	Variable
Warehouse facility due October 6, 2023	800,000		—		719,451		102,114		130 bps	Variable
Fannie Mae repurchase agreement, open maturity	—		400,000		8,000		—		115 bps	Variable
Total	$	1,550,000	$	800,000	$	931,472	$	137,406



	June 30, 2023		December 31, 2022
Principal balance	$	550,000	$	550,000
Less: debt issue cost	478		1,120
Less: debt discount	434		1,096
Total	$	549,088	$	547,784


Balance, January 1, 2022	$	25,989

Provision for expected credit losses	1,740
Balance, December 31, 2022	27,729
Provision for expected credit losses	2,583
Credit loss settlement	(1,812)
Balance, June 30, 2023	$	28,500


	As of June 30, 2023
	Level 1		Level 2		Level 3		Total
Assets:
Marketable securities	$	310	$	—	$	—	$	310
Loans held for sale, at fair value	—		936,970		—		936,970

Rate lock commitments	—		—		2,092		2,092

Forward sale contracts	—		—		20,485		20,485
Total	$	310	$	936,970	$	22,577	$	959,857
Liabilities:

Contingent consideration	—		—		20,703		20,703
Rate lock commitments	—		—		2,749		2,749
Forward sale contracts	—		—		72		72
Total	$	—	$	—	$	23,524	$	23,524


	As of December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Marketable securities	$	788	$	—	$	—	$	788
Loans held for sale, at fair value	—		138,345		—		138,345

Rate lock commitments	—		—		3,181		3,181

Forward sale contracts	—		—		11,139		11,139
Total	$	788	$	138,345	$	14,320	$	153,453
Liabilities:
Contingent consideration	$	—	$	—	$	8,343	$	8,343
Rate lock commitments	—		—		8,754		8,754
Forwards sale contracts	—		—		624		624
Total	$	—	$	—	$	17,721	$	17,721


	As of June 30, 2023
	Opening Balance		Total realized and unrealized gains (losses) included in Net income		Additions		Settlements		Closing Balance		Unrealized gains (losses) outstanding
Assets:
Rate lock commitments	$	3,181	$	2,092	$	—	$	(3,181)	$	2,092	$	2,092
Forward sale contracts	11,139		20,485		—		(11,139)		20,485		20,485

Total	$	14,320	$	22,577	$	—	$	(14,320)	$	22,577	$	22,577

	Opening Balance		Total realized and unrealized gains (losses) included in Net income		Additions		Settlements		Closing Balance		Unrealized gains (losses) outstanding
Liabilities:
Contingent consideration	$	8,343	$	1,154	$	12,189	$	(983)	$	20,703	$	1,154
Rate lock commitments	8,754		2,749		—		(8,754)		2,749		2,749
Forward sale contracts	624		72		—		(624)		72		72
Total	$	17,721	$	3,975	$	12,189	$	(10,361)	$	23,524	$	3,975


June 30, 2023
Level 3 assets and liabilities	Assets		Liabilities		Significant Unobservable Inputs	Range		Weighted Average
Accounts payable, accrued expenses and other liabilities:
Contingent consideration	$	—	$	20,703	Discount rate	4.0% - 11.8%	(1)	4.2%
					Probability of meeting earnout and contingencies	75.0% - 100.0%	(1)	99.5%

Derivative assets and liabilities:

Forward sale contracts	$	20,485	$	72	Counterparty credit risk	N/A		N/A
Rate lock commitments	$	2,092	$	2,749	Counterparty credit risk	N/A		N/A



	June 30, 2023		December 31, 2022
Accounts payable and accrued expenses	$	263,002	$	208,168

Outside broker payable	76,787		82,002
Payroll taxes payable	81,041		92,247
Corporate taxes payable	—		22,864
Derivative liability	2,821		9,378
Right-of-use liabilities	101,426		96,860

Contingent consideration	944		65
Total	$	526,021	$	511,584


	Newmark Units	BGC Units
Balance, January 1, 2022	18,419,613	8,663,930
Issued	15,402,041	25,032
Redeemed/exchanged units	(2,934,984)	(3,169,063)
Forfeited units/other	(198,716)	(60,511)
Balance, December 31, 2022(1)	30,687,954	5,459,388
Issued	9,697,379	1,506
Redeemed/exchanged units	(1,730,819)	(5,082,356)
Forfeited units/other	(217,246)	(999)
June 30, 2023 (2) (3)	38,437,268	377,539

Total exchangeable units outstanding(1):
December 31, 2022	7,861,359	2,654,749
June 30, 2023 (2) (3)	9,082,995	68,139