NEWMARK GROUP, INC. General Investor Presentation August 2019 - - PowerPoint PPT Presentation

NEWMARK GROUP, INC.

General Investor Presentation–August 2019

2

DISCLAIMER

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. Notes Regarding Financial Tables and Metrics Excel files with the Company’s most recent quarterly financial results and metrics from the current period are accessible in the financial results press release at the “Investor Relations” section of http://www.ngkf.com. They are also available directly at http://ir.ngkf.com/investors/news-releases/financial-and-corporate-releases/default.aspx. Other Items Newmark Group, Inc. (NASDAQ: NMRK) (“Newmark” or “the Company”) generally operates as “Newmark Knight Frank”, “Newmark”, “NKF”, or derivations of these names. The discussion of financial results reflects only those businesses owned by the Company and does not include the results for Knight Frank or for the independently-owned offices that use some variation of the Newmark name in their branding or marketing. For the purposes of this document, the terms “producer” and “front office employee” are synonymous. The average revenue per producer figures are based only on “leasing and other commissions”, “capital markets”, and “Gains from mortgage banking activities/origination, net” revenues and corresponding producers. The productivity figures exclude both revenues and staff in “management services, servicing fees and other.” Headcount numbers used in this calculation are based on a period average. Throughout this document, certain percentage changes are described as “NMF” or “not meaningful figure”. The Company calculates volumes based on when loans are rate locked, which is consistent with how revenues are recorded for “Gains from mortgage banking activities/origination, net”. The GSE multifamily agency volume statistics for the industry are based on when loans are sold and/or securitized, and typically lag those reported by Newmark by 30 to 45 days. Unless otherwise stated, all results discussed in this document compare second 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. Results for the trailing-twelve-months (“TTM”) ended June 30, 2019 and June 30, 2018 include other income related to the Nasdaq shares of $91.5 million and $79.3 million,

• respectively. 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. 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.

3

DISCLAIMER (CONTINUED)

On September 8, 2017, BGC acquired Berkeley Point Financial LLC, including its wholly owned subsidiary Berkeley Point Capital LLC. These LLCs are now a direct and indirect subsidiary, respectively, of Newmark. Newmark’s financial results have been recast to include the results of Berkeley Point for all periods from April 10, 2014 onward, because this transaction involved a combination of entities under common control. Unless otherwise noted, all year-on-year comparisons in this document reflect the recast results. As of October 15, 2018, the businesses formerly operating as ARA, Berkeley Point, NKF Capital Markets, and Newmark Cornish & Carey all operate under the name “Newmark Knight Frank” or “NKF”. Newmark, Grubb & Ellis, ARA, Computerized Facility Integration, Excess Space Retail Services, Inc., and Berkeley Point are trademarks/service marks, and/or registered trademarks/service marks and/or service marks of Newmark Group, Inc. and/or its affiliates. Knight Frank is a service mark of Knight Frank (Nominees) Limited. Adjusted Earnings and Adjusted EBITDA This presentation should be read in conjunction with Newmark’s most recent financial results press releases. Unless otherwise stated, throughout this document Newmark refers to its income statement results only on an Adjusted Earnings basis. Newmark may also refer to “Adjusted EBITDA”. 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 “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. Newmark’s results under GAAP reflect the non-cash mark-to-market change of the Nasdaq Forwards, which hedge against potential downside risk from a decline in the share price

• f 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. A discussion of GAAP, Adjusted Earnings and Adjusted EBITDA and reconciliations of these items, as well as liquidity, to GAAP results are found later in this document, incorporated by reference, and also in our most recent financial results press release and/or are available at http://ir.ngkf.com/

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%

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NEWMARK AT A GLANCE

• 1. Trailing twelve months (“TTM”) ended 6/30/19
• 2. Revenue composition as of twelve months ended 6/30/19. 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”) Note: Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. See the discussion of Non-GAAP Financial Measures in the Appendix for further information and a reconciliation to GAAP. TTM Adjusted EBITDA includes other income related to the Nasdaq shares of $91.5 million.

NEWMARK OVERVIEW

›

Founded in 1929

›

$2,150 million TTM revenue1

›

$548 million TTM Adjusted EBITDA1

›

Newmark has more than 5,500 employees, including over 1,800 revenue-generating producers in 128 offices and 96 cities STABLE AND DIVERSIFIED REVENUE BASE2 Newmark provides a full suite of services to occupiers, investors and owners of CRE

Leasing and Other Commissions 38% Leasing and Other Commissions 38% Leasing and other commissions 39% Leasing and Other Commissions 38% Management services, servicing fees and other 28% Investment sales, mortgage brokerage, and agency lending 31% Capital markets 23% Gains from mortgage banking activities/

• rigination, net

8% Leasing and other commissions 40%

5

NEWMARK OFFERS A FULL SUITE OF CRE SERVICES

• 1. Global Corporate Services represents multi-market corporations by providing integrated real estate services

INVESTORS/OWNERS

Capital Markets

• Investment sales
• Mortgage brokerage

Agency Leasing

• Owner representation

Property Management

• Recurring revenue to

manage owner’s assets, minimizing cost and maximizing returns GSE Lending & Loan Servicing

• Top five Fannie Mae

and top seven Freddie Mac lender in 2018

• $8.6 billion in
• riginations for FY

2018 Valuation & Advisory

• Rapidly growing

business driven by recent key hires

• Provide owners with

appraisals and other Advisory Services Diligence & Underwriting

• Clients include

commercial loan

• riginators, investment

banks and equity investors

OCCUPIERS TECHNOLOGY Cross Selling

Tenant Representation

• Represent large

corporation in their global leasing transactions Workplace & Occupancy Strategy

• Multi-faceted

consulting service underpinned by data and technology Project Management

• Coordinates clients’

real estate portfolio, with services including design management and relocation management GCS1 / Consulting

• $3+ billion in savings

achieved for clients Lease Administration

• Assist large

corporations in understanding their global real estate portfolio Facilities Management

• Recurring revenues

for global on-site portfolio management and procurement

• Assist owners in

maximizing returns

• n investment in real

estate Vision/Client Technology

• Newmark’s client-facing

technology providing clients access to their CRE data and analytics N360

• Consolidated data

warehouse with internal and external market information

• Will be the foundation

for future digital apps Cloud

• Future proof technology

able to integrate the latest in tech and Artificial Intelligence advancements CRM

• Proprietary in-house

developed CRM built for CRE NGAGE

• Purpose-built to be

best-in-class Valuation and Advisory Management and Execution Platform Workframe

• Client and broker

communication integration platform to enhance efficiencies and save costs for clients across business lines

INVESTMENT HIGHLIGHTS

7

INVESTMENT HIGHLIGHTS

• Full Service, CRE Services Business with Diverse Revenue Streams
• Low Risk, Intermediary-Based Business Model
• Multiple Levers to Generate Growth and Market Share Outperformance
• Strong Balance Sheet and Credit Metrics
• Robust Cash Flow Generation and Access to Capital to Invest for Growth

5 2 3 4 1

8

FULL SERVICE, CRE SERVICES BUSINESS WITH DIVERSE REVENUE STREAMS

Source: Public filings

• 1. Includes Newmark’s 27% interest in the commercial real estate-related limited partnership between the Company and Cantor
• 2. Newmark and CIGI reflect gross revenue, while CBRE, JLL, and C&W reflect fee revenue. CBRE, JLL, and C&W margin based on fee revenue

as well. All figures and resulting margins conform to FASB’s implementation of ASC 606. NMRK AEBITDA margin would be 21% excluding Nasdaq earn-out.

Business Line CBRE JLL C&W CIGI Leasing

✔ ✔ ✔ ✔ ✔

Investment Sales & Mortgage Brokerage

✔ ✔ ✔ ✔ ✔

Multifamily lending (GSE and FHA)

✔ ✔ ✔

Servicing

✔ ✔ ✔

Property & Facility Management

✔ ✔ ✔ ✔ ✔

Advisory & Consulting

✔ ✔ ✔ ✔ ✔

Appraisal

✔ ✔ ✔ ✔ ✔

Property & Development Services

✔ ✔ ✔ ✔ ✔

Non-Agency Lending

✔

Investment Management

✔ ✔ ✔

TTM 6/30/19 Americas Revenue ($bn)2 $2.1 $6.6 $3.4 $4.2 $1.7 TTM 6/30/19 Americas Revenue YoY Growth2 22% 16% 15% 12% 11% TTM 6/30/19 Adj. EBITDA Margin2 25% 20% 16% 11% 9%

1

Newmark is a full service firm with the highest margins relative to its US CRE Peers. Newmark’s Americas Revenue is up 22% from TTM 6/30/18 to TTM 6/30/19, outperforming its public US CRE Peers.

1

9

LOW RISK, INTERMEDIARY-BASED BUSINESS MODEL

Diverse and Recurring Revenue Streams Highly Visible and Recurring Revenues are Increasing Proportion of Total Newmark at a Glance

› Newmark’s business model features a growing concentration of recurring revenues › Variable costs were 77% of the Company’s total expenses in the past two fiscal years › Newmark’s variable cost structure ensures it can be responsive to changes in economic cycles

1. Variable costs are total compensation, fixed costs are total non-compensation expenses Note: Newmark also refers to Contractual income as Recurring income

2

Property & Facilities Mgmt. Servicing Fees Global Corporate Services Non- Originated Mortgage Brokerage Leasing (agency) Mortgage Banking Investment Sales Valuation Leasing (tenant rep)

25% 31% 44%

37% 38% 43% 43% 24% 24% 25% 25% 61% 62% 68% 69% 0% 10% 20% 30% 40% 50% 60% 70% 2016 2017 2018 1H2019 Contractual Highly visible Contractual + Visible

10

Increasing institutional investment in CRE Drive cross-selling across service offerings to increase market share Leverage technology to drive internal and client efficiency Evolving demographics favorable for multifamily outlook Global CRE services market opportunity

3 MULTIPLE LEVERS TO GENERATE GROWTH AND

MARKET SHARE OUTPERFORMANCE

11

• 1. Represents actual revenues earned by global commercial real estate services firms as well as potential revenues from outsourcing opportunities

Sources: IBIS World, Bloomberg, public filings, CoStar and Newmark Knight Frank research. Top 10 CRE Brokerage and Services Companies as measured by FY18 global revenue: CBRE (fee revenue), JLL/HFF pro forma combined company (fee revenue), Cushman & Wakefield (fee revenue), Colliers, Savills, Newmark, Knight Frank, Marcus & Millichap, and Walker & Dunlop, all per public filings. Avison Young is per their GVA acquisition press release on 2/1/19. Measured by FY18 global GAAP gross revenue, the same top 10 CRE brokerage and services firms’ market share is ~25%. Chart has not been shown to scale.

Large and Highly Fragmented Market The Top 10 CRE Brokerage & Services Firms 2018 Market Share ~15%

$220+ Bn

Total Revenue Opportunity (FY 2017)

$28Bn(<15%)

$1.6Bn

(<1%)

1

~$225B

Total Revenue Opportunity1

$34B

(~15%)

$2.0B

(~1%)

TOP 10 COMPANIES

3 MULTIPLE LEVERS TO GENERATE GROWTH AND

MARKET SHARE OUTPERFORMANCE (CONT’D)

Massive potential global market for brokerage and services

12

3 MULTIPLE LEVERS TO GENERATE GROWTH AND

MARKET SHARE OUTPERFORMANCE (CONT’D)

Evolving demographics favorable for multifamily outlook

› In many areas where Newmark operates, home ownership rates are significantly below average (i.e. 22% in New York County/Manhattan, 43% in San Francisco City/County, 52% in Denver County) › In 2019, the median age of a homebuyer is 46 – the oldest since the National Association of Realtors began keeping records in 1981 › The average price of lower-priced homes rose by 64% from early 2012 to late 2018 while the price of higher-end homes rose just 40%, according to mortgage data tracker CoreLogic › Home ownership rates for those aged 25-34 is 40%, the lowest level in three decades and down from 48% in 2001

Notes: Historical home ownership rate data is seasonally adjusted. Home prices are based on S&P/Case-Shiller US national index. Sources: Data for 25-34 year old ownership is from WSJ Article titled, ‘Financial Crisis Yields a Generation of Renters’, published 7/27/2019. All other data is from the Federal Reserve Bank of St. Louis, US Census Bureau, the BLS, Federal Reserve Bank of New York, Newmark Knight Frank Research, Bloomberg, and/or the National Apartment Association.

Home Ownership Rate Declining

Peak home ownership rate: 69.0% in 2004

Peak home

• wnership 69%

(2004)

60% 61% 62% 63% 64% 65% 66% 67% 2018 2028 2038 Scenario 1: Base Scenario 2: High Scenario 3: Low

Other Trends Favor Renting

2.3% 4.2% 6.2% 7.9% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% 9.0% Average Weekly Wages Median U.S. Asking Rent U.S. Home Prices Student Debt Outstanding

2011-2018 CAGR

13

Institutional Investors in Real Estate by Type (2018)

3.7% 4.5% 5.6% 9.6% 10.4% 10.6% 1990 2000 2010 2015 2018 2019E

Sources: Preqin Real Estate Online, National Association of Industrial and Office Properties, Cornell University’s Baker Program in Real Estate, and Hodes Weill & Associates Note: Due to rounding, the percentages in the second chart may not add up to 100%

› As institutional investors increase their ownership of commercial real estate, Newmark expects to benefit from increased transaction velocity and outsourcing opportunities

21% 17% 16% 13% 10% 7% 5% 3% 9%

Private Sector Pension Fund Public Pension Fund Foundation Family Office/Wealth Manager Endowment Plan Insurance Company Asset Manager Bank/Investment Bank Other

Target Allocation to Real Estate by All Institutional Investors 3 MULTIPLE LEVERS TO GENERATE GROWTH AND

MARKET SHARE OUTPERFORMANCE (CONT’D)

Increasing institutional investment in CRE

14

• 1. The capture rate represents the proportion of 2018 multi-family investment sales volume financed through Newmark’s multi-family origination
• business. Only a portion of investment sales volume is typically debt financed

$21 ~23%

FY 2018 Multi- Family Investment Sales Volume 2018 Cross-Sell Financing of Investment Sales Mortgage Brokerage Volume Investment Sales Volume Potential Cross-Sell Financing Opportunity1 (US$ billions) Capture Rate1

› Synergy between Newmark’s multi-family investment sales and multi-family loan

• riginations business result in multiple

avenues for growth › Additional origination and servicing

• pportunities for the Newmark platform

› More investment sales and mortgage brokerage opportunities for the Newmark platform › Increased cross-sell of Newmark’s other services, such as Valuation & Appraisal › Long-term capture rate target of investment sales to financing is 40%, which would put Newmark in line with the conversion achieved by peers › Newmark achieved 13% cross-sell financing capture of investment sales in 2017 and 23% in 2018

$3 $24

Newmark Can Drive Cross Selling Across Service Offerings – 2018 Capture Rate equates to 23%

3 MULTIPLE LEVERS TO GENERATE GROWTH AND

MARKET SHARE OUTPERFORMANCE (CONT’D)

15

Integrated business intelligence, reporting and analytics for our real estate Occupier clients Reduces occupier costs Improves speed and accuracy of decision making through advanced data and analytics

Newmark is a leader in integrating technology within its business lines, providing clients with value-adding products and improving internal capabilities through proprietary software

3 MULTIPLE LEVERS TO GENERATE GROWTH AND

MARKET SHARE OUTPERFORMANCE (CONT’D)

Cloud hosted appraisal workflow and revenue management platform; Proprietary analysis, comparable data, and reporting; Corporate and third party system/data integrations Best in class Valuations software that facilitates the production of appraisals Proprietary CRE research data warehouse; Modern data discovery and presentation functionality; Lead generation; Seamless experience across desktop & mobile Improves broker productivity and provides data-driven decision making capabilities Modernizing the space tour experience for clients Team collaboration Digital touring for our clients Value Proposition

16

$0.09 $0.09 $0.10 $0.10 3Q18A 4Q18A 1Q19A 2Q19A

› Newmark maintains a strong credit profile with conservative leverage tolerances › Net Debt / Adj. EBITDA at 0.9x as of 6/30/19 › Ample liquidity and access to capital markets › Historically acquisitive and track record of returning capital to shareholders through dividends

STRONG BALANCE SHEET AND CREDIT METRICS

Consistent Dividend Payer & Acquirer Reduction in Debt

Dividends Paid per Share Net Debt / TTM Adj. EBITDA

4

Note: TTM 2Q19 includes other income related to the Nasdaq shares of $91.5 million

7/2018: NMRK Acquires Six Integra Offices and Jackson Cooksey 9/2018: NMRK Acquires RKF Retail 11/2018: NMRK completes spin-off from BGC Partners 12/2018: NMRK Acquires MiT National Land Services 4/2019: NMRK Acquires MLG Commercial 6/2019: NMRK Acquires ACRES

1.5x 0.6x 0.7x 0.9x 0.9x 2Q18A 3Q18A 4Q18A 1Q19 2Q19

17

See next page for notes to above chart.

5 SIGNIFICANT DRY POWDER FROM ROBUST CASH FLOW

GENERATION AND ACCESS TO CAPITAL

Analy alysis is of Cash h Gene nera ratio ion n and d Hypot pothet hetica ical l Dry Powder der TTM 2Q20 Q2019 19 (in milli lion

• ns)

18 The analysis on the preceding page is meant to show the hypothetical amount of cash the Company might have had available for corporate purposes as of 6/30/2019. The analysis is based on GAAP and non-GAAP figures, as noted below. Such figures can be found in Newmark’s SEC filings, in its financial results press releases, and/or in the Excel files that accompany such releases. Any non-GAAP figures are defined and reconciled with the directly comparable GAAP figures in such press releases and/or Excel files. All of these materials can be found at http://ir.ngkf.com/. (1) Adjusted EBITDA for TTM 6/30/2019 included pre-tax income of $91.5 million related to the Nasdaq earn-out. As of 8/1/2019, the Company’s Adjusted EBITDA outlook assumed that pre-tax income related to the Nasdaq earn-out would be approximately $83 million in 3Q2019. The Company has not updated its outlook since 8/1/2019. (2) Taken from the line item “Purchases of fixed assets” in the Consolidated Statements of Cash Flows, which is identified as a cash outflow from investing. (3) The $42 million figure is taken from the line item “Interest (expense) income, net” in the Consolidated Statements of Operations. GAAP interest includes non-cash deferred financing costs that would reduce the total by $2.1 million as well as a one-time prepayment penalty of $7 million on the $300 million debt repaid in 2018. Therefore, excluding these charges, the interest number would be $32.9 million. (4) Taken from the Adjusted Earnings line item “Provision for income taxes”. (5) Represents the cash available for investing or to fully diluted shareholders before dividends and distributions. (6) The figure is the sum of the line items "Earnings distributions to limited partnership interests and noncontrolling interests" and “Dividends to stockholders” in the Consolidated Statements of Cash Flows. (7) Represents the cash generated and available for investing or to fully diluted shareholders after the payment of dividends and distributions based on Adjusted Earnings for the most recently available and relevant trailing four-quarter period. (8) The Company defines liquidity as the sum of cash and cash equivalents plus marketable securities that have not been financed, reverse repurchase agreements, and securities owned, less securities loaned and repurchase agreements. (9) This hypothetical analysis assumes the Company borrowed the undrawn amount remaining on its $250M revolving credit facility. (10) This represents the extra annualized interest rate had the $250M revolving credit facility been drawn down in its entirety. The borrowing rate is LIBOR + 200, and 1 month LIBOR as of 8/1/2019 was 244 basis points, giving an all-in rate of 424 basis points. (11) This analysis excludes approximately $484 million worth of additional Nasdaq payments expected from 2023 through 2027, which are not reflected on Newmark’s balance sheet because the shares are contingent upon Nasdaq generating at least $25 million in gross revenues

• annually. Nasdaq generated gross revenues of approximately $4.3 billion in 2018. The Nasdaq price is as of the 8/1/2019 close.

Note: While not directly comparable, post-Tax Adjusted Earnings was $411 million for the same TTM period.

NOTES TO ANALYSIS OF CASH GENERATION AND HYPOTHETICAL DRY POWDER TTM 2Q2019

19 230 973 164 671 342 $0 $500 $1,000 $1,500 $2,000 $2,500 2011 2012 2013 2014 2015 2016 2017 2018 Q2 19 TTM Organic Organic Growth on Acq Acquisitions Acquisitions - Berkeley Point

ROBUST CASH FLOW GENERATION AND ACCESS TO CAPITAL TO INVEST FOR GROWTH (CONT’D)

Newmark Revenues1

• 1. FY 2012 based on revenues reported for BGC’s Real Estate Services segment. FY 2011 revenues are based on unaudited full year 2011 revenues for Newmark & Co. Berkeley

Point revenues from April, 2014 onwards are included because it was an entity under common control. The figure for organic revenue growth would be 57% if one excludes Berkeley Point.

• 2. For 2018, the impact of FASB topic ASC 606 increased both NMRK’s revenues and non-compensation expenses related to its management services business by approximately

$86 million. There was no corresponding additional amount of expense or revenue recorded for any other period, as Newmark adopted the modified retrospective approach to ASC 606

› 56% of Newmark’s revenue growth since 2011 has been organic › Excluding Berkeley Point, companies acquired by Newmark have organically grown their revenues by an average of 24% since acquisition › Newmark has demonstrated the ability to successfully integrate acquisitions, proven by revenue growth and expanding margins

5

(US$ millions) 2,150

2

20

INVESTMENT HIGHLIGHTS

• Full Service, CRE Services Business with Diverse Revenue Streams
• Low Risk, Intermediary-Based Business Model
• Multiple Levers to Generate Growth and Market Share Outperformance
• Strong Balance Sheet and Credit Metrics
• Robust Cash Flow Generation and Access to Capital to Invest for Growth

5 2 3 4 1

APPENDIX A: BUSINESS OVERVIEW & FUTURE GROWTH

22

$993 $1,396 $1,474 $604 $651 $675

2017 FY 2018 FY TTM 2Q19

NEWMARK HAS A HISTORY OF STABLE AND GROWING OPERATING PERFORMANCE THAT HAS CONTINUED IN 2Q19

Highly Visible and Recurring Revenue Streams Show Strong Growth

(US$ millions)

Highly Visible & Recurring as % of Total $1,596 $2,048

62% 68% 69%

Highly Visible & Recurring Transactional

Note: Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. See “Non-GAAP Financial Measures” on page 2 and the Appendix for further information and a reconciliation to GAAP.

Margin

22.6% 25.5 .5% 20.1% 20.2%

Adjusted EBITDA

(US$ millions)

$313

$456 $94 $111 $79 $92

$0 $100 $200 $300 $400 $500 $600 TTM 2Q18 TTM 2Q19 2Q18 2Q19

Nasdaq other income $548 $2,150 $392

23

NEWMARK’S VOLUMES OUTPERFORMED THE BROADER COMMERCIAL REAL ESTATE INDUSTRY IN 2Q2019

Note: Certain non-originated mortgage brokerage volumes shown above that were previously included in FHA/Other have been reclassified as mortgage brokerage. These reclassifications conform to the current presentation to show results on a consistent basis across periods and had no impact on consolidated results under GAAP or non-GAAP for any period discussed herein.

› Newmark’s combined volumes from originations, investment sales, and mortgage brokerage increased ≈ 34% YoY to $18 billion in 2Q2019 › Overall U.S. investment sales volumes increased by 10% YoY during 2Q2019, per estimates from Real Capital Analytics (RCA) › Overall U.S. originations increased 10% YoY during 2Q2019, according to data from the Mortgage Bankers Association (MBA)

Newmark Group, Inc. Quarterly and TTM Volumes

(in $ millions)

2Q19 2Q18 Change % TTM 2Q19 TTM 2Q18 Change % Investment Sales 1 11,259 8,633 30% 46,133 36,931 25% Mortgage Brokerage 2 4,879 3,060 59% 16,941 9,788 73% Total Capital Markets 16,138 11,693 38% 63,074 46,719 35% Fannie Mae 887 1,254

• 29%

4,064 3,497 16% Freddie Mac 1,080 574 88% 5,015 2,706 85% FHA 12 20

• 40%

80 210

• 62%

Total Origination Volume 1,979 1,849 7% 9,160 6,413 43% Total Debt and Equity Volume 18,117 13,542 34% 72,234 53,133 36%

(1) Includes all equity advisory transactions (2) Includes all non-origination debt placement transactions

24

FULL SERVICE CRE SERVICES BUSINESS WITH DIVERSE REVENUE STREAMS

• 1. Based on FY 2018 total revenues
• 2. Customer base for FY 2018 and Newmark’s Top approximately 100 clients represented 22% of total revenues. Top 100 excludes Berkeley Point. “Other”

includes Transportation & Public Utilities and Public Administration industries. “Other Services” includes Business Services, Educational Services, Amusement & Recreation Services, and Engineering & Management Services industries 10 Largest Clients ~6% All Other Clients 94%

Low Revenue Concentration

Region % of NMRK2 Central 28% East 28% California 22% New York 16% West 4% International 2%

Balanced Mix of Geographic Revenue Streams1

Leading customer base lends itself to diversified revenue mix.

Real Estate, 28% Health services, 7% Legal services, 5% Other Services, 12% Manufacturing, 8% Financial Services, 28% Retail Trade, 3% Wholesale Trade, 8% Other , 2%

Balanced Mix of Revenues by Client Type2

25

• 1. Included 17 transactions some of which were completed after 2014

Note: Certain of these acquisitions involved only the purchase of assets

5 Acquisitions

• The CRE Group
• Rudesill-Pera

Multifamily

• Continental Realty
• Newmark Grubb

Mexico City

• Walchle Lear

Grubb & Ellis

• Cornish & Carey

Commercial

• Apartment Realty

Advisors (ARA)1

18 Acquisitions 2 Acquisitions

• Frederick Ross
• Smith Mack

4 Acquisitions

• Excess Space
• Computerized Facility

Integration

• Cincinnati Commercial

Real Estate

• Steffner Commercial

Real Estate d/b/a Newmark Grubb Memphis

9 Acquisitions

• Berkeley Point

Financial

• Regency Capital

Partners

• Spring11
• 6 former Integra Realty

Resources offices

Newmark & Company acquired by BGCP 7 Acquisitions

• 4 former Integra Realty

Resources offices

• RKF
• Jackson Cooksey
• MiT National Land Services

› Newmark has a successful track record of accretive acquisitions › In addition to growth through acquisition, 56% of Newmark’s growth since 2011 has been organic, excluding Berkley Point

PROVEN ACQUISITION TRACK RECORD

2013 2011 2012 2014 2015 2016 2017 2018 2019 2 Acquisitions

• MLG Commercial
• ACRES

26

• 1. Productivity and headcount figures exclude both revenues and corresponding staff in “management services, servicing fees and other” so does not include

Valuation & Advisory professionals. Productivity figures are based on average headcount for the corresponding period.

PROVEN ABILITY TO ATTRACT AND RETAIN HIGH- PRODUCING TALENT

› Average revenue per front office employee was $901,000 for the TTM 2Q2019, up 9% from the year ago period; productivity increased 8% YOY in 2Q19 › As the integration of recent acquisitions continues and recently hired brokers ramp up production, the Company expects broker productivity to grow

1,569 1,809 2Q18 2Q19

Front Office Headcount1

(as of period-end)

$826 $901 TTM2Q18 TTM2Q19

Front Office Productivity1

(US$ thousands)

27

NEARLY TWO-THIRDS OF SHARES ISSUED SINCE IPO RELATED TO CONTINUED GROWTH

› 65% of new shares issued since IPO have been related to acquisitions or new hires, which are expected to drive Newmark’s growth › New hires typically reach full productivity in their second full year with the Company › Over one-third of issuance related to “compensation” was for contract renewals

Repurchases of common Class A shares has been netted pro-rata against issuance for "Compensation", "New Hires", and "Other Acquisitions".

Repayment of Debt Incurred for Berkeley Point Acquisition 45% Compensation 35% New Hires 15% Other Acquisitions 5%

Net Share Issuance of 36.4 MM From 12/31/2017 to 6/30/2019

28

NEWMARK’S FULLY DILUTED SHARE COUNT SUMMARY AS OF JUNE 30, 2019

1. In conjunction with the spin-off of Newmark, the limited partnership units are owned by employees of both Newmark and BGC. Over time, virtually all of the partners of Newmark are expected to only own units and/or shares of Newmark and virtually all of the partners of BGC are expected to only own units and/or shares of BGC. Going forward, partners of Newmark will be compensated with Newmark partnership units and partners of BGC will be compensated with BGC partnership units 2. These primarily represent contingent shares and/or units for which all necessary conditions have been satisfied except for the passage of time

Newmark Group, Inc. Fully Diluted Share Count Summary As of June 30, 2019 Fully-diluted Shares (millions) Ownership (%) Class A owned by Public 146.7 54% Limited partnership units owned by employees1 67.7 25% Class A owned by employees 9.9 4% Other owned by employees2 1.2 0% Partnership units owned by Cantor 23.0 9% Class B owned by Cantor 21.3 8% Total 269.8 100% Newmark Group, Inc. Fully Diluted Share Count Summary As of June 30, 2019 Fully-diluted Shares (millions) Ownership (%) Public 146.7 54% Employees 78.8 29% Cantor 44.3 16% Total 269.8 100%

› As of August 1, 2019, Newmark’s target is 0-1% FD share count growth in 2019 on a spot basis (or 3-4% average growth vs. 2018). The Company has not updated its forward-looking statements since that date

APPENDIX B: INDUSTRY OVERVIEW

30

REAL ESTATE OUTPERFORMS IN THE LONG TERM

20-YEAR ANNUALIZED RETURNS

10.64% 8.88% 5.91% 2.18% 1.83% 0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00% NAREIT Equity REIT Index NCREIF Property Index S&P 500 Index Consumer Price Index T-Bills (90 day)

Source: Newmark Knight Frank Research, NCREIF

› Commercial real estate returns have exceeded other major asset classes over the past 20 years

31

SIGNIFICANT INSTITUTIONAL DRY POWDER SHOULD PROVIDE INDUSTRY TAILWIND

$85 $93 $79 $92 $79 $113 $102 $134 $144 $170 $184 $204 $0 $40 $80 $120 $160 $200 $240 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

› Uninvested capital accumulated by North American focused closed-end funds remains at a record level, of $204 billion – opportunistic and value-add strategies account for 67.2% of this capital, as managers have allocated more money to higher yielding assets

Note: Excluding Debt and Distressed Funds. Source: NKF Research, Preqin

(In $US B)

32

• 2.00%
• 1.00%

0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 6.00%

United States All Property Type Cap Rate Average = 5.61%

Singapore United States China

237 Bps

LOW GLOBAL INTEREST RATES MAKE U.S. CRE RELATIVELY ATTRACTIVE INVESTMENT

Japan Germany France United Kingdom Canada South Korea Australia Switzerland

616 Bps 594 Bps 577 Bps 561 Bps 478 Bps 428 Bps 414 Bps 405 Bps 362 Bps Note: All yields are generic 10-year treasury yields (as of 6/30/2019) Source: NKF Research, Real Capital Analytics, Bloomberg, Federal Reserve Bank of St. Louis

› We believe that limited available product domestically, coupled with a favorable cap rate spread between global benchmark government bond yields and U.S. cap rates, will drive future international investment in U.S. CRE assets › Compressing domestic cap rates (particularly in countries such as Canada and Singapore, whose cap rates were 3.1% and 3.5%, respectively), also contribute to international demand for US CRE product

361 Bps

33

US CRE SALES TO INTERNATIONAL BUYERS STILL DOMINATED BY CANADA

12-MONTH TOTAL; UNITED STATES; ALL PROPERTY TYPES

INTERNATIONAL CAPITAL DISTRIBUTION

Canada 55.4% Middle East 9.3% Germany 7.8% Other 7.3% Singapore 5.2% Switzerland 4.4% Japan 3.6% Hong Kong 2.4% China 1.9% Spain 1.6% France 1.1% Brookfield $5,770 Allianz $4,192 Ponte Gadea $1,125 Ascendas- Singbridge $865 Omni Group $708

TOP INVESTORS OFFICE

Brookfield $5,235 Tricon $1,400 Investcorp $1379 CapitaLand $835 PGGM $609

TOP INVESTORS MULTIFAMILY

OMERS $3,436 CDPQ $3,411 Mapletree $1,155 Brookfield $521 BentallGreenOak $413

TOP INVESTORS INDUSTRIAL

Mubadala Investment $655 ARA AM $650 QIA $600 Westmont $388 Brookfield $268

TOP INVESTORS HOSPITALITY

Source: NKF Research, Real Capital Analytics

› Canadian groups continue to dominate the international capital space in nearly every major product type, spending

• ver $43 billion in the past 12 months. Middle Eastern investors also represented a large share, spending over $7

billion in the past 12 months, with groups from Israel, UAE, Qatar, and Saudi Arabia making major acquisitions

34

$267

$104 $115 $133 $150 $172 $196 $223 $322 $327 $335 $367 $372 $372 $363 $353 $400 $342 $360 $392 $419 $448 $426 $0 $100 $200 $300 $400 $500

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

BILLIONS Banks CMBS Life Insurance Other (primarily GSE)

PROJECTED COMMERCIAL MORTGAGE MATURITIES – FUTURE TAILWINDS

Source: Newmark Knight Frank Research, Trepp, Federal Reserve

› Overall, nearly $2.0 trillion is set to mature over the next five years will support robust levels of financing activity. Multifamily lending continues to be a growing portion of the total mortgage pool at 34.4% of the total in 2019, up from just 25% a decade ago in 2009

COMMERCIAL

65.6%

MULTIFAMILY

34.4%

35

Source: CoStar, Newmark Research

U.S. Vacancy Rates by Asset Class

0.0% 4.0% 8.0% 12.0% 16.0% 20.0% 2Q11 2Q12 2Q13 2Q14 2Q15 2Q16 2Q17 2Q18 2Q19 Office Industrial Retail Unweighted Average

› Vacancy rates decreased slightly in the industrial and office sectors from last quarter and are now down 60 and 10 basis points, respectively, year-over-year. This reflects sustained demand that continues to outpace construction activity across major commercial real estate property types. The retail sector continues to experience an uptick in vacancy and the national average is up year-over-year

VACANCY RATES ARE DOWN AS NEW INVENTORY DELIVERIES ARE OFFSET BY SUSTAINED DEMAND FOR COMMERCIAL REAL ESTATE

APPENDIX C: SUPPORTING MATERIALS

37

SELECT CONSOLIDATED ADJUSTED EARNINGS FINANCIAL RESULTS

Leasing and Other Commissions 38%

Highlights of Consolidated Adjusted Earnings Results (USD millions, except per share data) 2Q 2019 2Q 2018 Change Revenues $551.5 $466.6 18.2% Adjusted Earnings before noncontrolling interests and taxes 96.7 77.9 24.1% Post-tax Adjusted Earnings 80.7 67.3 19.8% Post-tax Adjusted Earnings per share 0.30 0.26 15.4% Adjusted EBITDA 111.1 94.0 18.2% Pre-tax Adjusted Earnings margin 17.5% 16.7% Post-tax Adjusted Earnings margin 14.6% 14.4%

› 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, 2019.1

› 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.

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

38

NEWMARK GROUP, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) (UNDER GAAP)

(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. 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 operating 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

39

NEWMARK GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) (UNAUDITED) (UNDER GAAP)

(1) Includes "redeemable partnership interests," "noncontrolling interests" and "total stockholders' equity“.

June 30, December 31, 2019 2018 Assets Current Assets: Cash and cash equivalents $107,671 $122,475 Restricted cash and cash equivalents 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, net 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 339,581 366,506 Current portion of accounts payable, accrued expenses and other liabilities 330,084 312,239 Securities loaned 33,659

• Current portion of payables to related parties

25,508 13,507 Total current liabilities 1,522,026 1,664,639 Long-term debt 582,840 537,926 Other long term liabilities 359,274 168,623 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

40

NEWMARK GROUP, INC. SUMMARIZED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED) (UNDER GAAP)

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 and restricted cash (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 Statements of Cash Flows are presented in summarized form. For complete Condensed Consolidated Statements of Cash Flows, please refer to Newmark's Quarterly Report on Form 10-Q for the three and six months ended June 30, 2019.

› Net cash provided by operations excluding activity from loan originations and sales was $125.1 million in Q2 2019

• vs. $51.7 million in Q2 2018.

41

RECONCILIATION OF GAAP INCOME TO ADJUSTED EBITDA1 (IN THOUSANDS) (UNAUDITED)

(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

• wned.

(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 this information in the format of a table, see Newmark's excel versions of the tables at http://ir.ngkf.com or the Management's Discussion and Analysis section of Newmark's 10-Q. (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.

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

42

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)

See the following page for notes to the above table.

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 $ 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), net 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 $ Allocation of net income 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 270,966 258,702 270,226 252,804

43

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) (CONTINUED)

(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-

• perating 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. (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.

44

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

45

RECONCILIATION OF OPERATING CASH FLOW (EXCLUDING ACTIVITY FROM LOAN ORIGINATIONS AND SALES) TO ADJUSTED EBITDA

($ in millions) Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Adjusted EBITDA 111 $ 94 $ 190 $ 167 $ Interest Expense (10) (13) (20) (28) Employee loans for hiring (14) (25) (54) (50) Working Capital 57 (4) 12 (22) Corporate Tax payments (16)

• (75)
• Other

(3) (1) (7) (3) Net cash provided by (used in) operations excluding activity from loan originations and sales 125 $ 52 $ 47 $ 64 $

46

NON-GAAP FINANCIAL MEASURES

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

• perating 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.

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NON-GAAP FINANCIAL MEASURES (CONTINUED)

• 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 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

• f 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.

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NON-GAAP FINANCIAL MEASURES (CONTINUED)

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.

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.

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NON-GAAP FINANCIAL MEASURES (CONTINUED)

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.

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.

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NON-GAAP FINANCIAL MEASURES (CONTINUED)

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

• f 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.

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NON-GAAP FINANCIAL MEASURES (CONTINUED)

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;
• 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.

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NON-GAAP FINANCIAL MEASURES (CONTINUED)

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;

• 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.

MEDIA CONTACT:

Karen Laureno-Rikardsen +1 212-829-4975

INVESTOR CONTACT:

Jason Harbes, CFA or Jason McGruder +1 212-829-7124 Find out more about Newmark at the following sites: http://www.ngkf.com/ https://twitter.com/newmarkkf https://www.linkedin.com/company/newmark-knight-frank/ http://ir.ngkf.com/investors/investorshome/default.aspx For additional insights from NKF Research, please go to the following websites: http://www.ngkf.com/home/research/about-our-research.aspx http://www.ngkf.com/home/services/capital-markets.aspx